TCR_Public/041112.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, November 12, 2004, Vol. 8, No. 248

                          Headlines

ACTUANT CORP: S&P Revises Outlook on Double-B Ratings to Positive
ADELPHIA COMMS: Wants to Postpone 7.5% Series E Stock Conversion
ADVANCE HI-TECH: Case Summary & 20 Largest Unsecured Creditors
AIR CANADA: U.S. Transportation Allows AC Cargo to Serve Routes
ALTERRA HEALTHCARE: Seeks Extension to File Final Reports

AMERICAN WOOD: Case Summary & 6 Largest Unsecured Creditors
ATA AIRLINES: Gets Court Nod to Honor Employee Obligations
BROWN JORDAN: Moody's Withdraws Junk Ratings for Business Reasons
BUILDING MATERIALS: Moody's Affirms Low-B & Junk Ratings
CARBONDALE NURSING: Voluntary Chapter 11 Case Summary

CATHOLIC CHURCH: Portland Hires BMC as Claims Agent
CE SOFTWARE: Reports Q2 Results & Proceeds with Liquidation Plan
CKE RESTAURANTS: Better Performance Cues Credit Facility Repricing
CLASSIC COMMUNICATIONS: Court Formally Closes Chapter 11 Cases
COLE NATIONAL: Moody's Withdraws Low-B Ratings After Acquisition

CSFB MORTGAGE: Fitch Assigns Low-B Ratings to Three Cert. Classes
DELTA AIR: Pilots Ratify Contract to Save $1 Billion Annually
DELTA AIR: 95% of Flight Superintendents Agree to Revised Pact
DELTA AIR: Can Issue Up to 75,000,000 Shares, NYSE Says
DEVELOPERS DIVERSIFIED: Buying 15 Real Estate Assets for $1.15B

ENRON CORP: Wants Court to Reduce Two State Street Bank Claims
ENRON CORP: Wants Court to Disallow $366-Mil Oregon Claim
ENRON CORP: Asks Court to Approve U.S. Agencies' Settlement Pact
EXIDE TECH: Will Host Second Quarter Conference Call on Nov. 16
FAIRFAX FINANCIAL: 3rd Qtr. Results Won't Affect Fitch's Ratings

FEDERAL-MOGUL: Inks Pact to Sell Dayton Transmission Operation
FEDERAL-MOGUL: Asks Court to Okay U.K. Business Sale Bid Protocol
FLEXTRONICS: S&P Places 'BB-' Rating on $500 Mil. Sr. Sub. Notes
FLYi, INC.: Liquidity Concerns Prompt Bankruptcy Warning
GLOBAL CROSSING: GLT Liquidating Trust Wants to File Late Claim

GOLF TRAINING: Trustee Sells Unissued Shares to BBG for $15,000
GRAFTECH INTL: S&P Affirms Single-B Ratings with Negative Outlook
GSMPS MORTGAGE: Moody's Places Low-B Ratings on Classes B-4 & B-5
INTERSTATE BAKERIES: Court Approves Skadden Arps' Retention
INTERSTATE BAKERIES: Ad Hoc Committee Asks for Equity Committee

INTRABIOTICS: Evaluating Options Including Possible Liquidation
KAISER ALUMINUM: Court Extends Exclusive Periods Until Feb. 28
KGG LLC: Case Summary & 14 Largest Unsecured Creditors
KMART CORP: SunTrust Asks Court to Decide Rights Under Lease Claim
LEAP WIRELESS: Moody's Rates Planned $650M Sr. Sec. Loans at B1

M.A.T. MARINE: Voluntary Chapter 11 Case Summary
MAGNUS FUNDING: Moody's Junks $202 Million Class A Debt Rating
MARSHALL OIL GROUP: Case Summary & 20 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Puts Low-B Ratings on Six Certificate Classes
MICROCELL: S&P Withdraws Junk Ratings After Rogers Acquisition

MIRANT CORP: Asks Court to Approve Bid Protections for Invenergy
MIRANT CORP: Asks Court to Approve Turbine Sale Bidding Procedures
MOTHERNATURE.COM: Paying Stockholders $469K in Final Distribution
MOUNT CLEMENS: Fitch Pares Rating on $82.8M Revenue Bonds to 'BB'
NATIONAL ENERGY: Inks Settlement Agreement with Reliant Energy

NEW WORLD: Closes Deal with Barbero SRL for Italian Subsidiaries
NEW WORLD: Wants to Hire Keen Realty as Real Estate Consultant
NOMURA ASSET: Fitch Lifts Rating on $33.7M Class B-2 Certs. to BB
NORSE CBO: Moody's Reviewing Class C's B3 Ratings & May Upgrade
NYLIM STRATFORD: Moody's Reviewing B Ratings & May Downgrade

OAO SEVERSTAL: S&P Puts B+ Corporate Credit Rating on CreditWatch
ORMET CORP.: Gets Court Okay to Reject 2 CBAs
OWENS CORNING: Objects to Lakehill Environmental Claim
OWENS CORNING: Legal Battle Ensues Over Review of Medical Records
PARMALAT: Farmland Asks Court to Approve Puzino Dairy Settlement

PEGASUS: Junior Lenders Want to Collect Interest & Prepayments
PENN TRAFFIC: Wants Exclusive Period Extended Until Jan. 24
PENN TRAFFIC: Committee Hires FTI Consulting as Financial Advisors
PG&E NATIONAL: USGen Taps Patton Boggs as Benefits Counsel
PLAINS PRODUCE: Case Summary & 20 Largest Unsecured Creditors

POLYMER RESEARCH: Look for Bankruptcy Schedules on Nov. 18
PORTOLA PACKAGING: S&P Slices Corporate Credit Ratings to 'B-'
RCN CORPORATION: Objects to IBM Patent Infringement Claims
REBECCA KNIGHT: Case Summary & 20 Largest Unsecured Creditors
RELIANCE: Creditors Want Modified Disclosure Statement Approved

REVLON INC: Sept. 30 Balance Sheet Upside-Down by $1.083 Billion
SEMCO ENERGY: Stable Credit Profile Spurs S&P to Hold BB- Rating
SPIEGEL INC: Court Allows Credit Suisse's Claim for $20.5 Million
SUNRISE CDO: Fitch Junks $14.8 Million Class C Notes
TENNECO AUTOMOTIVE: Fitch Puts B- Rating on $500M Sr. Sub. Notes

THE WATSON LAW: Case Summary & 20 Largest Unsecured Creditors
TRAILER BRIDGE: S&P Assigns B- Corporate Credit Rating
TRANSTECHNOLOGY: Completes Debt Refinancing with $71.5M Bank Loan
TXU CORP: Fitch Affirms BB+ Preferred Stock Rating
UAL CORP: Wants District Court to Review Judge Wedoff's Order

UAL CORPORATION: Wants to Amend Service Agreement with ARINC
UNITED AIRLINES: Seeks Competitive Bids to Reduce Non-Labor Costs
US AIRWAYS: Inks Pact with Lenders for Continued Use of Aircraft
VP CBO: Fitch Junks Classes B & C & Rates Class A-3 BB
WORLDCOM INC: MCI Officers Dispose 40,984 Shares in Common Stock

* BOOK REVIEW: CORPORATE RESPONSIBILITY: Law and Ethics  

                          *********

ACTUANT CORP: S&P Revises Outlook on Double-B Ratings to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Actuant
Corp. to positive from stable.  At the same time, S&P affirmed its
rating on the Milwaukee, Wisconsin-based company.

As reported in the Troubled Company Reporter on May 5, 2004,
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$250 million senior revolving credit facility of Actuant Corp.
(BB).  

"The outlook revision reflects our view that the company's
strategy of focused, niche acquisitions that increases scale, in
conjunction with a further track record of balancing this growth
with an improving financial profile, could lead to a modest
upgrade over the next two years," said Standard & Poor's credit
analyst Nancy Messer.

The ratings were raised to the current level in October 2003 and
although we believe that the company's business profile has not
changed significantly over the past 12 months, Actuant should
continue to gain scale and diversity through acquisitions, with
2005 revenues estimated to rise to around $750 million compared to
$463 million in fiscal 2002.

Credit measures for the fiscal year ended August 2004 reached or,
in some cases, exceeded levels consistent with expectations for
the current rating.  As a result, internal cash generation could
permit Actuant to make several modest-size acquisitions while also
sustaining a financial profile that could lead to an upgrade.

Actuant manufactures a variety of standard and customized products
for automotive, industrial and retail customers.  It had total
lease-adjusted debt of about $270 million at August 31, 2004.


ADELPHIA COMMS: Wants to Postpone 7.5% Series E Stock Conversion
----------------------------------------------------------------
On September 27, 2002, the U.S. Bankruptcy Court for the Southern
District of New York enforced the automatic stay and approved the
proposed notification and hearing procedures of Adelphia
Communications Corporation and its debtor-affiliates for trading
in equity securities.  Marc Abrams, Esq., at Willkie Farr &
Gallagher, in New York, recounts that the Trading Order
established procedures that enabled ACOM to monitor trading of its
equity securities preventing trading that would cause a change of
ownership pursuant to Section 382 of the Internal Revenue Code.  
The Trading Order preserved the Debtors' net operating loss
carryovers to offset future income.

By signing the Trading Order, the Court recognized the importance
of preserving the NOL carryovers as valuable property of the
Debtors' estates, Mr. Abrams notes.

The ACOM Debtors currently estimate their federal tax NOL
carryovers at $6,700,000,000.  When they emerge from Chapter 11,
the ACOM Debtors expect substantially higher NOL carryovers.  The
Debtors will use the NOL carryovers to offset future income by
reducing future federal income tax liability under applicable IRC
rules.

Pursuant to the terms of a certain ACOM "Certificate of
Designations, Preference and Relative, Participating, Optional and
Other Special Rights of Preferred Stock and Qualifications,
Limitations and Restrictions Thereof of 7.5% Series E Mandatory
Convertible Preferred Stock," each share of the Series E Preferred
Stock will automatically convert on November 15, 2004, into a
number of newly issued shares of Class A Common Stock equal to the
Conversion Rate.

The ACOM Debtors ask the Court to protect its NOL carryovers, by
postponing the automatic conversion of ACOM's 7.5% Series E
Preferred Stock into shares of Class A Common Stock, to February
1, 2005.

Section 382 of the IRC, Mr. Abrams says, limits the amount of
taxable income that can be offset by a corporation's NOL
carryovers in any taxable year after an ownership change.  When an
ownership change occurs, Section 382 limits the use of NOLs to an
annual amount equal to the value of the corporation prior to the
ownership change multiplied by the long-tem exempt rate.  Because
the value of a distressed company's stock prior to reorganization
may be quite low, the formula can severely restrict the amount of
available NOLs.

Mr. Abrams explains that an ownership change generally occurs if
the percentage of the corporation's stock owned by one or more 5%
stockholders has increased by more than 50 percentage points over
the lowest amount of stock they owned at any time during a three-
year testing period ending the date of ownership change.

As of October 29, 2004, transfers of ACOM's equity securities have
resulted in 5% stockholders increasing their holding by about 14%
within the relevant three-year testing period.  If the conversion
of Series E Preferred Stock on November 15, 2004, causes an
ownership change that exceeds 50%, a Section 382 change will be
triggered and thus limiting ACOM's future use of its NOL
carryovers from and after the time of the change.  The Debtors
therefore need to postpone the conversion until a time when there
will be no risk pursuant to Section 382.  Mr. Abrams asserts that
the postponement will preserve the ACOM Debtors' flexibility in
crafting a plan of reorganization that maximizes their ability to
use their NOLs.

The NOL carryovers are an asset of the Debtors' estates.  The
Debtors believe that the NOLs availability will facilitate their
successful reorganization.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


ADVANCE HI-TECH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advance Hi-Tech Nursing, Inc.
        dba LifeSpan Home Health
        fdba Pathways Health Service
        6243 IH-10 West, Suite 375
        San Antonio, Texas 78201

Bankruptcy Case No.: 04-56480

Type of Business:  The Company provides a comprehensive long- and
                   short-term home healthcare.
                   See http://www.lifespanhomehealth.com/

Chapter 11 Petition Date: November 9, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William B. Kingman, Esq.
                  Law Offices of William B. Kingman, P.C.
                  7801 Broadway #200
                  San Antonio, Texas 78209
                  Tel: (210) 829-1199

Total Assets:   $707,335

Total Debts:  $1,514,586

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Internal Revenue Service      Employment Taxes          $722,197
Special Procedures Staff
300 East 8th Street
Austin, Texas 78701

Centers for Medicare/                                   $282,152
Medicaid Services
c/o Medicare Finance
PO Box 100183
Attn: AG-361 (control #079392)
Columbia, South Carolina 29202

Shari Hammond                                           $100,000
800 Virginia Place
Fort Worth, Texas 76107

Bryan Charles                                           $100,000
800 Virginia Place
Fort Worth, Texas 76107

J. Wayne Lovelace                                        $71,213

Roy Lovelace                                             $71,213

Premium Financing Specialists                            $32,352

Pediatric Speech Solutions                               $22,500

Nurses Etc. Staffing                                     $17,633

Speech Specialists of                                    $10,752
San Antonio

United Healthcare                                        $10,175

SBC Smart Yellow Pages                                    $9,482

4-K, Inc.                                                 $6,247

M. Jan Spears & Associates,                               $6,227
Incorporated

Gulf South Medical Supply                                 $5,159

Allegiance Telecom of Texas                               $5,057
Incorporated

Heinrichs & DeGennaro, PC                                 $3,119

Dahill Industries                                         $2,843

Nurse & Therapy Group                                     $2,500

Sigma Business Services, Inc.                             $2,194


AIR CANADA: U.S. Transportation Allows AC Cargo to Serve Routes
---------------------------------------------------------------
On September 29, 2004, the United States Department of
Transportation approved the application by AC Cargo Limited
Partnership, doing business as Air Canada Cargo, for exemption
from 49 U.S.C. Section 41301.

The Transportation Department allows Air Canada Cargo to provide
scheduled foreign air transportation of property and mail on
routes authorized pursuant to the Air Transport Agreement between
the Government of the United States and the Government of Canada,
dated February 24, 1995.

The exemption and statements of authorization are effective
September 29, 2004, through September 29, 2005.

                          Air Canada Cargo

Air Canada Cargo was created as a separate entity as part of Air
Canada's Consolidated Plan of Reorganization, Compromise and
Arrangement sanctioned by the Ontario Superior Court of Justice.  
Air Canada Cargo was created to perform Air Canada's all-cargo
operations.

For the early part of its existence, Air Canada Cargo will not
operate its own aircraft, or hold its own Air Operator
Certificate.  Instead, it will block space on and market the cargo
capacity offered by Air Canada and its affiliates.  Thus, Air
Canada Cargo will be using aircraft operated and maintained by Air
Canada and its affiliates.

                         Basis of Approval

Paul L. Gretch, Director of the Office of International Aviation,
reasons that "[a]uthority to conduct scheduled, all-cargo services
between the United States and Canada and to block space for such
operations is encompassed by the United States-Canada Air
Transport Agreement."

Under authority assigned by the Department in its regulations, 14
CFR Part 385, the OIA found that:

    "(1) our action was consistent with Department policy;

     (2) the applicant was qualified to perform its proposed
         operations;

     (3) grant of the authority was consistent with the public
         interest; and

     (4) grant of the authority would not constitute a major
         regulatory action under the Energy Policy and
         Conservation Act of 1975."

"We found . . . that Air Canada Cargo is properly licensed by its
homeland government, operationally and financially qualified to
undertake its proposed operations (as conditioned), and is
substantially owned and effectively controlled by citizens of
Canada," Mr. Gretch says.

The Canadian Transportation Agency and Transport Canada retain
regulatory oversight over Air Canada Cargo.  In September 2004,
the CTA issued a license authorizing Air Canada Cargo to operate
scheduled trans-border all-cargo services.

Canadian law requires that no more than 25% of a Canadian
carrier's voting stock may be held by non-Canadian citizens.

               Air Canada Cargo Can Support Operation

According to Anita M. Mosner, Esq., at Garfinkle, Wang, Seiden &
Mosner, plc, in Arlington, Virginia, Air Canada Cargo has adequate
financial resources to support its operations.  As part of the
restructuring, Air Canada Cargo will receive title to property and
equipment previously owned by Air Canada, as well as operating
capital, which will be characterized as a line of credit.

In addition, Air Canada Cargo's operations are insured at levels
which meet and exceed the requirements of the Transportation
Department.  Moreover, Canada is a contracting party to the
International Convention on Civil Aviation.

Ms. Mosner also notes that Air Canada has a family assistance plan
under the Aviation Disaster Family Assistance Act on file with the
Transportation Department and with the National Transportation
Safety Board.  Furthermore, Air Canada Cargo has not had any fatal
accidents in the past five years, nor has it been found to have
violated any applicable safety or tariff regulations.

                 John Gilmore Wants Order Reviewed

John P.T. Gilmore disagrees with the U.S. Department of
Transportation's finding that Air Canada is substantially owned by
Canadian citizens.

In an e-mail message to the Transportation Department, Mr. Gilmore
asserts that 80% of the shares issued by Air Canada on its
emergence from CCAA proceedings were owned by non-Canadians.  As a
result, the new Air Canada may lose the rights held by the old Air
Canada to operate routes into the United States.

Mr. Gilmore points out that the Canadian Transportation Agency has
acknowledged that "[w]hen the CCAA proceedings terminate, it is
anticipated that a large majority of [ACE Aviation Holdings']
voting shares will be held by non Canadians."

Air Canada also admitted in a press release that the Class A
variable voting shares are held by non-Canadians:

      "The Corporation confirmed that 77,334,674 Class A variable
      voting shares (ACE.RV) of ACE and 11,480,430 Class B voting
      shares (ACE. 6) of ACE were issued today and will start
      trading on the Toronto Stock Exchange (TSX) on October 4,
      2004.  Ernst & Young, as court-appointed Monitor and
      disbursing agent under the Plan, has retained in escrow
      7,680,365 ACE shares pending the resolution of the disputed
      claims."

Mr. Gilmore notes that the United States has a longstanding
"homeland ownership and control policy" requiring foreign airlines
seeking to fly to the U.S. to be "substantially owned and
effectively controlled" by nationals of the foreign country in
question.  This is a legal requirement under 49 U.S.C. Section
40109.

Mr. Gilmore notes that as recently as December 2002, Lan Ecuador,
despite being designated as the flag carrier of Ecuador by the
Government of Ecuador, was denied permission to operate into the
U.S. because it was not considered to be substantially owned and
effectively controlled by Ecuadoran nationals or able to justify
that an exemption should be made for it.

In 1999, Air Aruba, which was 70% owned by foreign nationals, was
given an exemption by the U.S. government from this requirement in
large part because the Government of Aruba owned the remaining
30%.

"I would submit to you that your decision is in error and should
accordingly be revisited.  I would also submit to you that to
certify a foreign carrier as substantially owned by the nationals
of that foreign country -- at the very least 50% + 1 of the issued
shares of such airline must be owned by nationals of that country:
Not as is the case here where a mere 20% are owned by Canadians,"
Mr. Gilmore wrote to Mr. Gretch.

"I would further submit that a flexible interpretation of the
ownership requirement is inconsistent with the interests of US
airlines in that they are not permitted to source more than 50% of
their equity from non national sources -- where, in the instant
case, Air Canada has sourced 80% of its equity capital from
foreign sources."

Mr. Gilmore, a private citizen, has three decades of experience as
an aviation consultant, according to Brent Jang, Transportation
Reporter at Globe and Mail.

                         AC Cargo Responds

From a procedural standpoint, Anita M. Mosner, Esq., at Garfinkle,
Wang, Seiden & Mosner, plc, in Arlington, Virginia, argues that
Mr. Gilmore's petition is wholly inadequate.  Ms. Mosner explains
that the U.S. Department of Transportation's rules concerning
Petitions for Review of Staff Action do not permit third parties
who did not bother to file pleadings in the docket -- like Mr.
Gilmore -- to request review of the Transportation Department's
decisions after the fact, unless good cause can be shown for
failure to participate.  Moreover, even parties who had submitted
pleadings must show that they have an interest in the outcome of
the decision that is substantial enough to warrant their demand
for post-decision relief.  "As a third party who filed no comments
at the Department while Air Canada Cargo's Application was
pending, and who failed to offer even a prima facie statement of
his interest in this matter, Mr. Gilmore's Petition is utterly
defective on procedural grounds."

As a substantive matter, Mr. Gilmore's comments are based on
multiple errors of law and fact.  Ms. Mosner asserts that the
Transportation Department was fully correct in endorsing the
comprehensive analysis the Canadian Transportation Agency
performed in determining that the Air Canada family of companies
will remain under Canadian ownership and control after those
companies emerged from CCAA protection.  The governance documents
and ownership structure of ACE Aviation Holdings were carefully
drafted to ensure that Canadians would continue to own and control
at least 75% of the voting interests in the company.  Ms. Mosner
notes that Mr. Gilmore's critique of the Transportation
Department's decision rests not on the carefully reasoned decision
of the CTA, but instead on a selective misreading of some press
releases and a fundamental misunderstanding of U.S. and Canadian
law.

"As the regulatory authority which exercises primary jurisdiction
over Air Canada Cargo, the CTA decision is entitled to
considerable deference.  The exercise of deference in this case
also would be warranted on the basis of comity," Ms. Mosner says.

Therefore, Mr. Gilmore's late and ill-founded attack on Air Canada
Cargo's U.S. authority must be promptly rejected.

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

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.  
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand. (Air Canada Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALTERRA HEALTHCARE: Seeks Extension to File Final Reports  
---------------------------------------------------------
Alterra Healthcare Corporation asks the U.S. Bankruptcy Court for
the District of Delaware for an extension, through March 24, 2005,
to file its final report and accounting.  The Debtor's Plan of
Reorganization became effective on December 4, 2003.

The Debtor wants to address remaining Plan-related issues.  The
Official Committee of Unsecured Creditors and the Reorganized
Debtor still have to work out the amount available for
distribution to the estate's unsecured creditors.

The Debtor stress that a final report and accounting will not be
accurate until the claims administration process and other pending
disputes are concluded.

Headquartered in Milwaukee, Wisconsin, Alterra Healthcare
Corporation offers supportive and selected healthcare services to
the elderly and is one of the largest operator of freestanding
Alzheimer's and memory care residences in the U.S.  The Company
filed for chapter 11 protection on January 22, 2003 (Bankr. Del.
Case No. 03-10254).  James L. Patton, Esq., Edmon L. Morton, Esq.,
Joseph A. Malfitano, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represent the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $735,788,000 in total assets and
$1,173,346,000 in total debts.


AMERICAN WOOD: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: American Wood Preservers Institute, Inc.
        12100 Sunset Hills Road, Suite 130
        Reston, Virginia 20190
        Tel: (703) 437-4377

Bankruptcy Case No.: 04-14669

Type of Business:  The Company is a contractor.

Chapter 11 Petition Date: November 10, 2004

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: James Thomas Bacon, Esq.
                  Allred, Bacon, Halfhill & Young
                  11350 Random Hills Road, Suite 700
                  Tel: Fairfax, Virginia 22030
                  Tel: (703) 352-1300
                  Fax: (703) 352-1300

Estimated Assets:  $50,000 to $100,000

Estimated Debts:  More than $100 Million

Debtor's 6 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Kevin C. Mehl, Sr., et al.    Claims for damages         Unknown
c/o John F. Romano, Esq.      resulting from use of
PO Box 21349                  treated wood products
West Palm Beach, Florida 33416

Barbara Bertoni               Claims for damages         Unknown
c/o John F. Romano, Esq.      resulting from use of
PO Box 21349                  treated wood products
West Palm Beach, Florida 33416

Unknown Users of treated      Claims for damages         Unknown
Wood products                 resulting from use of
Address Unknown               treated wood products

Drohan Management             Administrative             $30,905
                              Services

Matthews Associates, Inc.     Administrative              $1,000
                              Services

Patton Boggs, LLP             Legal Services                $600


ATA AIRLINES: Gets Court Nod to Honor Employee Obligations
----------------------------------------------------------
As of October 26, 2004, ATA Holdings Corp. and its subsidiaries,
excluding Chicago Express, employed 6,663 active Employees that
provide a myriad of services.  More than 89% of them are full-time
Employees.  Approximately 3,550 of ATA's Employees are covered by
collective bargaining agreements.

Debtor Chicago Express administers its own payroll and benefits
programs although funding for both payroll and benefits is
provided by intercompany transfers.  As of its bankruptcy filing,
Chicago Express employed 661 active Employees, 108 of which were
full-time and 553 of which were part-time.  None of Chicago
Express' Employees is covered by CBAs.

                 Wages, Salaries and Commissions

In the ordinary course of its business, the Debtors issue payroll
checks to most of their Employees on a bi-weekly basis.  The
aggregate average gross bi-weekly payroll for ATA's Employees is
$12,200,000.  The aggregate average gross bi-weekly payroll for
Chicago Express's Employees is $700,000.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, reports that certain prepetition wages, salaries,
commissions, overtime, holiday, other paid leave and other
compensation -- excluding vacation and severance pay -- have
accrued during the most recent payment period, but were not paid
because:

   (a) the Debtors filed for bankruptcy during their regular and
       customary salary and hourly wage payroll periods;

   (b) some payroll checks issued to Employees before the
       Petition Date have not been presented for payment or  
       cleared the banking system and, accordingly, have not been
       honored and paid as of the Petition Date; and

   (c) Employees may not have been paid all their salaries and
       wages for services previously performed on the Debtors'
       behalf.

In particular, ATA owed $13,764,886 and Chicago Express owed
$500,000 in Unpaid Compensation.  ATA also estimates that the
amount of uncashed checks on the Petition Date is $159,747.

           Other Compensation, Union Dues, Withholdings
                    and Reimbursable Expenses

In the ordinary course of business, ATA provides its Employees
with:
   
   -- other forms of usual and customary compensation, including     
      vacation pay, paid holidays and paid sick time, as well as   
      reimbursing certain necessary business expenses;

   -- 100% reimbursement for up to $1,200 of eligible costs   
      incurred by the Employee having a minimum of 90 days'
      service in satisfactorily completing a course or courses
      taken at an accredited academic institution;

   -- corporate phone cards and corporate credit cards for long-
      distance business phone calls and business expenses as well
      as personal data assistants, cell phones, pagers, and a car
      allowance to certain employees on a discretionary, as  
      needed basis; and

   -- COMPASS Benefit plans where Core Full-Time Employees are
      allowed to make selections from options in these benefit
      areas: medical, prescription drug, dental, accidental death
      and dismemberment insurance, vision, life insurance,
      disability, and other similar benefits.

Chicago Express provides it Employees with vacation and paid
holiday benefits, sick leave, corporate phone cards and credit
cards, and health, disability and retirement benefits.

ATA withholds $271,603 per month from the paychecks of certain
Employees for the payment of union dues.  The withheld amounts are
then remitted to the unions on a monthly or semi-monthly basis,
normally in arrears.  ATA believes that the funds withheld to pay
Union Dues, to the extent that they remain in ATA's possession,
constitute amounts held in trust and, therefore, are not property
of its bankruptcy estates.

The Debtors also deduct from their Employees' paychecks:

   (1) payroll taxes and the Employees' portion of FICA and
       unemployment taxes;

   (2) employee contributions for medical, dental, and life
       insurance;

   (3) legally ordered deductions like wage garnishments, child
       support and tax levies;

   (4) voluntary contributions to charities, political action
       committees and management associations; and

   (5) voluntary savings through savings bonds, credit unions or
       other financial institutions.

The Debtors forward amounts equal to the Employee Deductions from
their general operating accounts to appropriate third party
recipients.  Due to the commencement of ATA's Chapter 11 Cases,
the funds may have been deducted from employee paychecks but may
not have been forwarded to appropriate third party recipients.

As of Oct. 26, 2004, the Debtors estimate that the unremitted
Employee Deductions total $304,461 with respect to ATA and
$161,000 with respect to Chicago Express.

Additionally, the Debtors reimburse employees and directors for
certain expenses incurred in the scope of their employment.  The
Debtors estimate, based on average monthly expenditures, that they
owe $943,000 to ATA Employees and $1,000 to Chicago Express
Employees for prepetition expenses relating to, among other
things, business-related travel expenses, meals, relocation
allowances, job-related training expenses, relocation expenses,
per diems, periodical subscriptions and miscellaneous business
expenses.

                      Workers' Compensation

All of Debtors workers' compensation benefits are covered under
Debtors' worker's compensation insurance program, which is insured
primarily by AIG Insurance Company.

Ms. Hall notes that there are 327 pending workers' compensation
claims for which the Debtors are required to reserve $10,234,468.  
The Debtors intend to continue paying or contesting in good faith,
as appropriate in their business judgment, all amounts related to
workers' compensation claims that arose before the Petition Date,
including, without limitation, any payments to insurers required
as a result of the claims.

               Employee Obligations Will be Honored

Ms. Hall relates that many Employees live from paycheck to
paycheck and rely exclusively on receiving their full compensation
or reimbursement of their expenses to continue to pay their daily
living expenses.  The Employees will be exposed to significant
financial and health related problems if the Debtors are not
permitted to pay certain of the Prepetition Wages and Benefits.

In addition, if the Debtors do not honor their Employee
Obligations, employee morale and loyalty will be jeopardized at a
time when it is critical.  If the Debtors don't pay for the
Health Benefits, many of their Employees may not be reimbursed or
otherwise have their Health Benefits claims paid.  Moreover,
certain Employees may become primarily obligated for the payment
of these claims in cases where health care providers have not been
reimbursed, and may face having health services terminated.  
That uncertainty will cause significant anxiety at precisely the
time the Debtors need their Employees to perform their jobs at
peak efficiency.

Consequently, the Court authorizes the Debtors to honor their
obligations to current Employees.  The Court also directs the
applicable banks and other financial institutions to receive,
process, honor and pay all checks presented for payment, and to
honor all electronic payment requests made by the Debtors.  

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)


BROWN JORDAN: Moody's Withdraws Junk Ratings for Business Reasons
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Brown
Jordan International, Inc., for business reasons.  As of June
2004, the company had $105 million of rated debt on its balance
sheet.  Please refer to Moody's withdrawal policy on
http://www.moodys.com/

These ratings are withdrawn:

   * Senior Implied rating of Caa3;
   * Senior unsecured rating of Ca;
   * $105 million 12.75% senior subordinated notes rating of C.

Brown Jordan International is one of the premier designers,
manufacturers and marketers of fine luxury retail and contract
furnishings with brand names that include Brown Jordan, Tommy
Bahama, Pompeii, Winston, Vineyard and Atlantis.  The company had
fiscal 2003 revenues of $346.3 million.


BUILDING MATERIALS: Moody's Affirms Low-B & Junk Ratings
--------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the
$250 million (upsized from $200 million) of senior second secured
notes issued by Building Materials Corporation of America and all
of the company's existing ratings.  The ratings consider the
company's leverage levels, large working capital swings, and
concerns regarding its parent company.  The ratings consider
significant improvement in the company's operating results,
liquidity, and credit protection measures since December 2000.

Moody's affirmed these ratings:

   * $250 million (upsized from $200 million) 7.75% senior second
     secured notes due 8/1/2014, rated B2;

   * $155 million 8% senior second secured notes due 12/1/2008,
     rated B2;

   * $100 million 8% senior second secured notes due 10/15/2007,
     rated B2;

   * $150 million 7.75% senior second secured notes due 7/15/2005,
     rated B2;

   * Senior implied, rated B2;

   * Senior Unsecured Issuer, rated Caa1.

The ratings outlook is stable.

Proceeds from the $50 million add-on to its 7.75% senior second
secured notes will be applied towards reducing its revolver
balance, working capital needs, and other general corporate
purposes.

The ratings are constrained by Building Materials' parent company,
G-I Holdings Inc., as G-I works its way through Chapter 11
bankruptcy proceedings.  Uncertainties include the resolution of
the ultimate ownership of Building Materials and whether asbestos
litigants will be able to substantively consolidate Building
Materials with G-I Holdings by imposing successor liability on
Building Materials for asbestos claims against its parent.  
Furthermore, the ratings are constrained by the company's leverage
and its overall credit metrics.  The ratings also reflect the
structural subordination of the senior notes to the company's
revolving credit facility (unrated by Moody's).

The ratings incorporate the company's strong brand franchise, its
industry-leading market position and its generally strong free
cashflow generating ability.  The ratings benefit from the
expectation that revenues are somewhat insulated from economic
swings as 80% of Building Materials' sales stem from the
replacement (retrofit) market.  Given the high shipping and
distribution costs, foreign manufacturing of roofing products does
not currently seem to have a significant cost advantage.
Furthermore, the company's plant utilization rates are currently
running near full capacity.

The ratings and or outlook could be affected by the legal front.  
The ratings and outlook may be downgraded if margins contracted
significantly or free cashflow weakened substantially.  The
ratings could improve if free cashflow strengthened as debt and
the parent's troubles were resolved favorably.  Additionally,
should the improvement in the credit profile continue as it has
for the past three years, an upgrade in the outlook and/or ratings
may be possible.

The new senior notes are guaranteed on a senior basis by the
existing and certain future subsidiaries, both jointly and
severally.  The notes are secured by second-priority liens on
substantially all of the company's assets and domestic subsidiary
guarantors.  The $250 million notes are junior to the company's
$350 million revolving credit facility.

Headquartered in Wayne, New Jersey, Building Materials Corporation
of America is a leading national manufacturer of a broad line of
asphalt roofing products and accessories for the residential and
commercial markets.  Incorporated under the laws of Delaware in
1994, the company is an indirect, wholly owned subsidiary of G-I
Holdings Inc., whose principal beneficial owner is Samuel Heyman.  
Revenues, operating income, and net income for fiscal year 2003
were approximately $1.6 billion, $137 million, and $47 million,
respectively.


CARBONDALE NURSING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Carbondale Nursing & Rehab Center, Inc.
        827 S. 5th Street
        Springfield, Illinois 62703

Bankruptcy Case No.: 04-74965

Type of Business: The Debtor provides nursing and assisted living
                  services.

Chapter 11 Petition Date: November 9, 2004

Court: Central District of Illinois (Springfield)

Judge: Larry Lessen

Debtor's Counsel: Francis J. Giganti, Esq.
                  8 South Old State Capitol Plaza
                  Springfield, IL 62701
                  Tel: 217-492-5113
                  Fax: 217-492-5129

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.


CATHOLIC CHURCH: Portland Hires BMC as Claims Agent
---------------------------------------------------
The Archdiocese of Portland in Oregon asks Judge Perris for
permission to employ The BMC Group, Inc., as noticing and claims
agent.

Portland wants BMC to act as outside agent to (i) assist the
Clerk of the U.S. Bankruptcy Court for the District of Oregon, and
(ii) assume certain delegated responsibility for the distribution
and publication of notices and proof of claim forms, and the
maintenance, secondary processing, and docketing of proofs of tort
claims filed in Portland's case.  Portland also needs BMC to
provide training and consulting support necessary to enable
Portland to effectively manage and reconcile claims, and to
provide the requisite notices of the deadlines for filing claims.  
BMC may also be required to provide other administrative services
to Portland.

"[Portland] believes an outside claims agent is absolutely
necessary in this case to both provide advise and services in
connection with [Portland's] proposed tort claims noticing
procedures and to protect the potentially sensitive nature of
information which [Portland] is asking the persons filing Tort
Claims to provide on the Tort Proof of Claim Form," Thomas W.
Stilley, Esq., at Sussman Shank, LLP, tells Judge Perris.

Mr. Stilley relates that Portland selected BMC because of the
firm's experience and knowledge in connection with Chapter 11 case
administration.  Portland believes that BMC is well qualified to
serve as notice agent.

BMC will maintain a confidential list of Portland's Tort Claimant
creditors and keep the information provided on the Tort Proof of
Claim forms confidential.  BMC will disclose information only to
Portland, its insurers, and the Official Committee of Tort
Claimants.

Portland will compensate and reimburse BMC in accordance with the
parties' services agreement.  BMC will invoice Portland monthly
for services provided in the preceding month.  Portland believes
that BMC's compensation rates are reasonable and appropriate.

Tinamarie Feil at BMC attests that the firm does not hold an
interest adverse to Portland or its estate.

                          *     *     *

Judge Perris authorizes Portland to employ BMC as claims and
noticing agent, nunc pro tunc to August 18, 2004.  BMC's
compensation will not exceed $10,000, Judge Perris rules.

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., at
Sussman Shank LLP, represent the Portland Archdiocese in its
restructuring efforts.  In its 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)


CE SOFTWARE: Reports Q2 Results & Proceeds with Liquidation Plan
----------------------------------------------------------------
CE Software, Inc. (OTC:CESF) reported results for its second
quarter ended March 31, 2004.

CE Software reports a net loss of $74,000 for its second quarter
of fiscal 2004 on revenues of $195,000. For the same quarter a
year ago, the company reported a net loss of $143,000 on operating
revenues of $295,000.

"Our net loss for the quarter was primarily the result of reduced
revenues following the sale of the QuickMail software product in
December 2003," said John S. Kirk, president of CE Software, Inc.
"Operations were also affected by the efforts expended in
preparation for the contingent sale of the remaining operations to
Startly Technologies, LLC on April 1, 2004. This sale remains
subject to shareholder approval. The lease on our premises at 1801
Industrial Circle in West Des Moines was terminated March 31,
2004. Since April 1 the Company has been operating with minimal
staff. The Company has had no operating revenues since the
contingent sale on April 1, 2004. We do not expect any future
operating revenue if the contingent sale and the proposed
liquidation of the Company are approved by shareholders. General
and administrative expenses are continuing."

John S. Kirk continued, "We are continuing to work on the proposed
liquidation that was discussed in our press release of April 13,
2004. The company's operations were sold on April 1, 2004 to
Startly Technologies, LLC, subject to shareholder approval. For
prior press releases, more information, and to ask questions, set
your Web browser to:

   http://www3.cesoft.com/home/pressrelease-all.html  

or write to:

         CE Software, Inc.
         Shareholder Relations
         P.O. Box 65580
         W. Des Moines
         Iowa 50265

and ask to be put on the 'shareholder news' mailing list. We have
also set up a Web page for shareholder questions and our
responses."

                        About the Company

CE Software, Inc., an Iowa corporation, develops computer software
products that enhance communications, connectivity and
productivity for businesses and home-based personal computer users
for both Windows and Macintosh operating systems.


CKE RESTAURANTS: Better Performance Cues Credit Facility Repricing
------------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) reported the repricing of its
credit facility. The repricing, which was effective Nov. 4, 2004,
is a direct result of the Company's improved financial performance
and significant debt reduction. The repricing includes an across-
the-board 25 basis point reduction in the interest rate the
company will pay for borrowings and letters of credit under its
credit facility.

As a result of the new pricing, the Company's term loan, which had
a balance of $230 million on June 2, 2004 and presently has a
balance of $149.6 million, will bear interest at LIBOR plus 275
basis points. The revolving portion of the credit facility, which
currently has a zero balance, will bear interest at LIBOR plus 250
basis points. The company also has approximately $65 million in
letters of credit outstanding, which will now incur fees of 250
basis points per annum. The Company has the potential to further
reduce the interest rate on all components of the credit facility
by an additional 25 basis points by meeting certain financial
covenants.

Ted Abajian, executive vice president and chief financial officer
commented, "The interest rate reduction is clear evidence of the
level of confidence our lenders continue to have in our overall
financial position. This repricing comes only 5 months after the
restructure of our credit facility."

Clark King, managing director for BNP Paribas, lead arranger and
administrative agent for the credit facility commented, "BNP
Paribas is very proud of the long term relationship we have
enjoyed with CKE. The Company has continued to make significant
strides in terms of improving both its operating and financial
results and we are pleased to support this well earned interest
rate reduction."

As of the end of the second quarter on Aug. 9, 2004, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,206
franchised or company-owned restaurants in 44 states and in 13
countries, including 1,016 Carl's Jr. restaurants, 2,067 Hardee's
restaurants and 105 La Salsa Fresh Mexican Grill(R) restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on June 28, 2004,
Standard & Poor's Ratings Services revised its ratings outlook on
CKE Restaurants Inc. to positive from stable. All ratings,
including the 'B' corporate credit rating, were affirmed.

"The outlook revision is based on improving operating trends at
the company's Hardee's brand and continued strong performance at
its Carl's Jr. brand, which have strengthened credit measures,"
explained Standard & Poor's credit analyst Robert Lichtenstein.
"Standard & Poor's expects credit measures to continue to improve,
given better operating trends and easier year-over-year
comparisons." Same-store sales in the first quarter of 2004 rose
11.9% at Hardee's and 9.8% at Carl's Jr., while operating
margins expanded despite higher commodity costs. As a result,
EBITDA rose to $50 million from $30 million the year before.

The ratings on CKE reflect the company's participation in the
highly competitive quick-service sector of the restaurant
industry, weak cash flow protection measures, and a highly
leveraged capital structure. The ratings also take into account
the poor historical operating performance at the company's
Hardee's restaurant concept despite major efforts to improve the
brand. These risks are somewhat mitigated by the strength of
the company's established Carl's Jr. concept.


CLASSIC COMMUNICATIONS: Court Formally Closes Chapter 11 Cases
--------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware formally closed the chapter 11 proceedings of
Classic Communications, Inc., and its affiliates.

Judge Walsh agreed to close the cases because the Debtors' estates
have been fully administered pursuant to Section 350 of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure, and the confirmed Plan of Reorganization has been
substantially consummated and all required fees have been paid.

The Plan became effective on January 16, 2003.  Under the terms of
the Plan, general unsecured claimants were paid 25% of their
allowed claims, and bondholders were provided a pro rata share of
subscription rights plus a pro rata share of 1,000,000 shares of
New Common Stock of the Reorganized Debtors as well as cash
payments.

Classic Communications, Inc., is a cable operator focused on non-
metropolitan markets in the United States.  The Company filed for
chapter 11 protection on Nov. 13, 2001 (Bankr. Del. Case No. 01-
11257). Brendan Linehan Shannon, Esq., at Young, Conaway, Stargatt
& Taylor, represented the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


COLE NATIONAL: Moody's Withdraws Low-B Ratings After Acquisition
----------------------------------------------------------------
Moody's Investors Service withdrew all existing ratings of Cole
National Group, Inc., pursuant to the acquisition of the company
by Luxottica S.p.A. in October 2004.  In connection with the
acquisition, the rated notes of Cole National Group, Inc., are
being tendered and the credit facility has been terminated with
the outstanding balance assumed by Luxottica.  Moody's does not
rate Luxottica.

These ratings have been withdrawn:

   * Senior Implied rating of B1;

   * $60 million secured bank credit facility of Ba3;

   * $125 million 8.625% senior subordinated notes due 2007, of
     B3;

   * $150 million 8.875% senior subordinated notes due 2012, of
     B3;

   * Senior unsecured issuer rating of B2.

Cole National Group, Inc., headquartered in Cleveland, Ohio, is a
leading operator of vision centers in the U.S. The company
operates leased locations in Sears and Target, as well as
operating and franchising Pearle Vision stores.  Cole is also one
of the largest managed care benefit providers in the U.S. and
holds a 21% ownership position in Pearle Europe.  In addition to
its eyecare businesses, Cole operates approximately 728 Things
Remembered locations.  Reported revenues were $1.15 billion for
the fiscal year ended February 2003.


CSFB MORTGAGE: Fitch Assigns Low-B Ratings to Three Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirmed and taken rating action on these CSFB
Mortgage Securities Corp. issues:

   * CSFB mortgage backed pass-through certificates, series 1997-2

     -- Class A, P affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AAA' from 'AA';
     -- Class B-3 upgraded to 'AA' from 'A';
     -- Class B-4 affirmed 'B+'.

   * CSFB mortgage backed pass-through certificates, series 2001-1

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 affirmed at 'A'.

   * CSFB mortgage backed pass-through certificates, series 2001-9

     -- Class IA, IIA, IIIA affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed 'BB';
     -- Class B-5 affirmed 'B'.

   * CSFB mortgage backed pass-through certificates, series
     2001-HS27

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

The upgrades, affecting approximately $12,516,850 of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.  The
affirmations, affecting approximately $48,853,950 of outstanding
certificates, are due to credit enhancement and collateral
performance generally consistent with expectations.

The series 1997-2 current pool factor (current mortgage loans
outstanding as a percent of the initial pool) is 12% ($10,411,596)
as of the October 2004 distribution.  The class B-2 currently
benefits from 14.69% subordination provided by the subordinate
classes (originally 4%); class B-3 benefits from 6.31%
subordination (originally 2.15%).  The mortgage pool is currently
91 months seasoned.  There are 302 mortgage loans remaining.  The
90+ delinquencies and REOs represent 4.34% and 2.25% of the
mortgage pool, respectively.  There are no loans in the
foreclosure bucket.

The series 2001-1 transaction is backed by fixed-rate mortgage
loans.  Credit enhancement for this transaction consists of excess
spread, overcollateralization -- OC, and subordination.  The
current pool factor is only 4.30%.  As of the October 2004
distribution date, the credit enhancement levels for all the
classes in this transaction have increased from the original
credit enhancement levels.  In addition to monthly excess
interest, class A benefits from 90.17% enhancement (originally
3.95%) in the form of subordination and OC; class M-1 benefits
from 34.95% enhancement (originally 1.58%) in the form of
subordination and OC; and class M-2 benefits from 9.84%
(originally 0.50%) in the form of OC. Current OC is at $773,619
(versus a target OC of $1,000,000).  The monthly excess interest
was $20,267 in October 2004.

The underlying trust for series 2001-9 consists of three groups of
mortgage loans designated as Group 1 loans, Group 2 loans and
Group 3 loans.  The trust consist primarily of fixed-rate one- to
four-family residential first mortgage loans.  The class B
certificates are subordinated to and provide credit enhancement
for the class A, class X, class P, and class AR certificates.  
Additionally, class III-A-1 certificates benefit from a
certificate guaranty insurance policy issued by MBIA Insurance
Corporation.  The class B-1 currently benefit from 28.89%
subordination provided by the subordinate classes (originally
1.20%).  The class B-2 benefits from 14.96% subordination
(originally 0.65%).  As of the October 2004 distribution, the
mortgage pool is 43 months seasoned.  The mortgage pool has
substantially paid down, with current pool factor at only 0.04%.
The 90+ delinquencies represent 25.89% of the mortgage pool,
foreclosures and REO represent 9.99% and 8.80%, respectively.
There are 38 loans remaining.

Fitch will continue to monitor these deals.


DELTA AIR: Pilots Ratify Contract to Save $1 Billion Annually
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) confirmed that it was advised by the
Air Line Pilots Association, International (ALPA) that Delta
pilots ratified a new contract to deliver $1 billion in long-term,
annual savings to the company. Many of the key provisions in the
contract, which is a critical component of Delta's comprehensive
out-of-court restructuring efforts, are scheduled to take effect
on Dec. 1, 2004. The savings will be realized through a
combination of changes to wages, pension and other benefits, and
work rules.

In an internal memorandum to Delta pilots, Delta CEO Jerry
Grinstein recognized the achievement so far of the company's
multi-faceted efforts to avoid bankruptcy. "Your contributions,
coupled with the financial benefits realized from Delta people
throughout the company, other stakeholders, and our own
operational improvements, represent a Herculean effort to control
our own destiny -- a feat that is often attempted but seldom
attained in our industry," he wrote.

Delta's combined restructuring efforts are intended to deliver
$5 billion in annual financial benefits by 2006, as compared to
its 2002 base year -- an amount the company has calculated it
needs to have the opportunity to achieve long-term viability.
Through its previously announced Profit Improvement Initiative
(PII), Delta is on track to deliver $2.3 billion of the $5 billion
annual target by the end of 2004.

Delta is implementing a comprehensive transformation plan,
announced in September, to deliver the targeted savings while
improving operational efficiencies and strengthening its customer
focus.

"We are preparing to implement the largest single-day schedule
transformation in our history. By Jan. 31, 2005, more than 51
percent of our network will be restructured, creating new
opportunities for increased efficiency, better operational
performance, and improved aircraft utilization. Buttressed by
additional improvements to our product and services, network, and
fleet, to be carried out immediately and over the next 34 months,
our comprehensive plan is designed to take it to the competition
and win," Mr. Grinstein noted.

Delta has entered into commitment letters with American Express
and General Electric under which those companies agreed to provide
Delta with a total of $1 billion of financing. These financing
commitments are subject to significant conditions. The company
also is in discussions with aircraft lessors, vendors and
suppliers to achieve an additional $100 million in annual
financial benefits.

Delta had previously announced a reduction of between 6,000-7,000
additional non-pilot jobs, including a 20 percent reduction in its
officer ranks. Other steps include further changes to non-pilot
pay and benefits, most of which are scheduled to take effect Jan.
1, 2005. These reductions, together with operational changes and
remaining PII initiatives, are expected to deliver approximately
$1.6 billion of the total annual benefits targeted for 2006.

"Certainly, the completion of hard but necessary restructuring
steps is not a cause for celebration. There are no winners in this
situation. There are only people caught in the grips of a
permanently changing industry and a demanding marketplace who are
trying very hard, together and in good faith, to preserve careers
and proud professions while helping their company survive, provide
jobs and eventually grow profitably," Mr. Grinstein commented.

The company is planning soon to unveil details of its Employee
Reward Program -- a combination of equity, profit sharing and
incentive performance payouts.

"Based on our determined and collective efforts, we now have a
platform in place that we hope will result in long-term viability
and a plan to tangibly recognize the significant contribution
Delta's people are making to their company," Mr. Grinstein noted.
"Long-term viability, and a program that delivers an upside when a
company has recovered and times are better, provide the best basis
for stable and rewarding careers," he said.

                        About the Company

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

                          *     *     *

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

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

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


DELTA AIR: 95% of Flight Superintendents Agree to Revised Pact
--------------------------------------------------------------
Delta Air Lines' (NYSE: DAL) 185 Flight Superintendents,
represented by the Professional Airline Flight Control Association
(PAFCA), have ratified a new five-year agreement. Of votes cast,
95 percent of the Flight Superintendents voted in favor of the new
agreement.

"This vote sends a strong signal that our Flight Superintendents
are ready and willing to participate in Delta's transformation,"
said Neil Stronach, vice president, Operations Planning, Control
and Reliability Center. "We can only be successful over the long
run by reducing costs while improving customer service, and the
foundation to service is reliability. Our Flight Superintendents
are instrumental in helping Delta achieve operational excellence,
one of our transformation cornerstones, and we look forward to
sharing the success that these sacrifices make possible."

The new contract includes a 10 percent wage reduction and
significant productivity enhancements. The Flight Superintendents
also agreed to closely align their benefits with those of Delta's
non-contract employees, including converting to a cash balance
retirement plan. These changes will result in significant cost
savings for Delta.

                        About the Company

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

At September 30, 2004, Delta Air Lines reported a $3.58 billion
shareholder deficit, compared to a $659 million shareholder
deficit at December 31, 2003.


DELTA AIR: Can Issue Up to 75,000,000 Shares, NYSE Says
-------------------------------------------------------
Delta Air Lines, Inc. (NYSE: DAL - News) says the Audit Committee
of its Board of Directors approved the use of an exception to the
New York Stock Exchange's shareowner approval policy so that the
company could issue up to 75 million shares of common stock as
part of its efforts to achieve a successful out-of-court
restructuring.  Approximately 63 million of these shares will be
issuable upon the exercise of stock options to be granted to
eligible company employees.

In taking this action, the Audit Committee determined that the
delay necessary in obtaining shareowner approval would seriously
jeopardize the financial viability of the company. The New York
Stock Exchange has accepted Delta's reliance on the exception to
the Exchange's shareowner approval policy.

As previously reported, Delta's out-of-court restructuring plan is
intended to provide the company with $5 billion in annual benefits
by 2006 (as compared to 2002), while also improving the service
Delta provides to its customers. Delta believes it is on schedule
to achieve $2.3 billion of the targeted $5 billion in annual
benefits by the end of 2004 through previously implemented
initiatives under its Profit Improvement Initiatives program,
which began in 2002.

Reductions in employee costs are a key element of the
restructuring plan. With respect to its non-pilot employees, Delta
plans to:

   -- eliminate between 6,000 and 6,900 jobs during the next 18
      months;

   -- implement a 10 percent across-the-board pay reduction; and

   -- reduce certain employee benefits.

Delta also recently announced that it reached a tentative
agreement with its pilot union that will, if ratified by the union
membership, provide the company with $1 billion in long-term,
annual cost reductions through a combination of changes in wages,
pension and other benefits and work rules.

As part of its restructuring program, Delta is implementing new
employee incentive programs, including granting non-qualified
stock options to approximately 57,000 employees. Each stock option
will represent the right to purchase a specified number of shares
of Delta common stock at a price per share equal to the closing
price of Delta common stock on the New York Stock Exchange on the
date the stock options are granted. Approximately 63 million
shares of Delta common stock will be subject to these stock
options. The options will become exercisable in three equal
installments on the first, second and third anniversaries of the
grant date. Unexercised options will expire at the close of
business on the sixth anniversary of the grant date. Members of
the company's Board of Directors and Delta officers will not
participate in these programs.

The company also plans to issue up to 12 million shares of its
common stock to certain debt holders who agree to defer debt
maturing in the near term, and to aircraft lessors who participate
in the company's aircraft financing concession program. These
shares will be issued on or after Nov. 23, 2004.

Delta is mailing a letter to all its shareowners notifying them of
the company's intent to issue shares of common stock as described
above without seeking shareowner approval. The company will not
issue any of these shares until at least ten days after this
letter is mailed.

The securities will not be or have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

                        About the Company

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

At September 30, 2004, Delta Air Lines reported a $3.58 billion
shareholder deficit, compared to a $659 million shareholder
deficit at December 31, 2003.


DEVELOPERS DIVERSIFIED: Buying 15 Real Estate Assets for $1.15B
---------------------------------------------------------------
On November 2, 2004, the Developers Diversified Realty Corporation
entered into an agreement to purchase 15 Puerto Rican retail real
estate assets, totaling nearly 5.0 million square feet from
Caribbean Property Group, LLC.  The total purchase price is
approximately $1.15 billion.  The transaction is expected to close
during the first quarter of 2005, subject to the Company's due
diligence and other standard closing conditions.

To finance the acquisition, the Company intends to utilize
approximately $300 million in proceeds generated by the joint
venture sales of neighborhood grocery anchored centers from its
existing portfolio.  In addition, the Company will assume
approximately $660 million of debt in connection with the
acquisition from CPG, of which approximately 85% may be paid off
within six months of closing of the acquisition.  The Company
intends to finance the remainder of the acquisition through a
combination of sources, including additional asset sales, new debt
financing and private equity.  The Company is in discussions with
the manager of Macquarie DDR Trust regarding certain assets in the
CPG portfolio, which meet MDT's investment criteria that MDT may
purchase in the future.

Developers Diversified Realty Corporation -- http://www.ddrc.com/
-- owns and manages 460 retail operating and development
properties totaling approximately 101 million square feet of real
estate in 44 states.  Developers Diversified is a self-
administered and self-managed real estate investment trust -- REIT
-- operating as a fully integrated real estate company, which
develops, leases and manages shopping centers.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2004,
Fitch affirmed Developers Diversified Realty's ratings at 'BBB-'
for $833 million outstanding senior unsecured notes due 2004
through 2018, and 'BB+' for $535 million outstanding preferred
stock for the real estate investment trust, following the
company's announcement to acquire a $2.3 billion retail portfolio.  
The Rating Outlook is Stable.


ENRON CORP: Wants Court to Reduce Two State Street Bank Claims
--------------------------------------------------------------
As previously reported, Enron Corporation and its debtor-
affiliates brought a lawsuit against Citibank, N.A., JPMorgan
Chase & Co., Canadian Imperial Bank of Commerce, Barclays, Merrill
Lynch & Co., Inc., and Deutsche Bank AG and certain of their
subsidiaries and affiliates on September 24, 2003.  The MegaClaim
Litigation is currently pending.  Based in part on the Enron
Examiner's findings, the MegaClaim Litigation alleges that
Citibank, among others, knowingly participated with a small group
of former senior officers and managers of Enron in a scheme to
manipulate and misstate Enron's financial condition from 1997 to
2001.  The MegaClaim Litigation also alleges common law claims of
aiding and abetting, breach of fiduciary duty, and aiding and
abetting fraud.  In the MegaClaim Litigation, the Debtors seek, on
behalf of their estates, among other things, to equitably
subordinate the claims held by Citibank and to recover significant
damages.

                              ENA Claim

On October 11, 2002, State Street Bank and Trust Company of
Connecticut, National Association filed Claim No. 10814 for
$25,394,248 against Enron North America Corp. as a secured claim.

The ENA Claim was filed by State Street Bank as trustee of the
DPLP Asset Monetization Trust I on behalf of itself, Citibank,
N.A., Societe Generale, Southwest Agency, The Bank of Nova
Scotia, Bank Hapoalim and Dexia Bank.

State Street Bank as trustee entered into the First Amended and
Restated Contractual Asset Sale Agreement dated December 30,
1997, executed by ECT Coal Company No. 1, LLC, a non-Debtor
subsidiary of ENA, and the Claimants.

Pursuant to the Coal Agreement, CoalCo assigned its rights to
certain royalty payments to the DPLP Trust in exchange for $110
million.

The DPLP Trust entered into a SWAP Agreement dated September 30,
1997, with ENA f/k/a Enron Capital & Trade Resources Corp.

Pursuant to the SWAP Agreement, ENA paid the monthly interest
obligation of the DPLP Trust in exchange for a floating payment
and $40 million.

Toronto Dominion Bank issued that certain Irrevocable Letter of
Credit dated December 30, 1997, to provide credit support to the
Bank Claimants in an amount not to exceed $9 million.

On December 4, 2001, the DPLP Trust terminated the SWAP Agreement
with ENA.  State Street Bank then filed the ENA Claim against ENA
for amounts owing under the SWAP Agreement.

The ENA Claim asserts that to the extent that (i) the CoalCo
royalty payments are consolidated with assets of ENA in any
manner, or (ii) the purchase of the royalty payments is
recharacterized as debt, then State Street Bank reserves the
right to assert that all amounts due under the SWAP Agreement are
secured by the royalty payments, and to setoff amounts owing
under the Coal Agreement against ENA.

The royalty payments assigned by CoalCo have not been
consolidated with the assets of ENA, nor has ENA, or any other
party, contended that ENA is the owner of these royalty payments.
Additionally, neither ENA nor the Enron Examiner have alleged
that the Coal Agreement was actually a loan made to ENA or CoalCo
by the Claimants.

                           Guaranty Claim

On October 11, 2002, State Street Bank filed Claim No. 11926 for
$25,770,736 against Enron Corporation as a secured claim.  The
Guaranty Claim was filed by State Street Bank as trustee of the
DPLP Trust.

The Guaranty Claim is based on a guaranty dated September 30,
1997, executed by Enron in State Street Bank's favor that
guarantees the performance of (i) CoalCo under the Coal Agreement
and (ii) ENA under the SWAP Agreement.  The Guaranty Claim
contends that Enron is liable to State Street Bank in connection
with the Coal Agreement for $376,489 and SWAP Agreement for
$25,394,248.

The Guaranty Claim provides that to the extent that (i) the
CoalCo royalty payments or assets held by DPLP are consolidated
with assets of Enron in any manner or (ii) the purchase of the
royalty payments is recharacterized as debt, then State Street
Bank reserves the right to assert that all amounts due under the
Guaranty are secured by those assets and to set off amounts owing
under the Coal Agreement and SWAP Agreement against Enron.

                    Debtors' Objection to Claims

The Debtors object to the ENA Claim and Guaranty Claim.  The
Debtors have reviewed the Claims and have found that the Claims
are significantly overstated and no basis exists to classify
those Claims as secured claims.

Citibank holds, approximately, a 20% interest in the Claims and
is a defendant in the MegaClaim Litigation, which alleges, among
other things, that all claims held by Citibank should be
equitably subordinated or otherwise disallowed.  To the extent
that the Claims are ultimately allowed, the Debtors will make
distributions to the Claimants, except for Citibank, based on
their pro rata share of the Claims.  Any distributions based on
Citibank's pro rata share of the allowed Claims will be funded
into the Disputed Claims Reserve pending the outcome of the
MegaClaim Litigation with respect to Citibank.

Accordingly, the Debtors ask the Court to:

    -- reduce the amount of the Claims to a dollar amount to be
       determined, but in no event greater than $15 million each;

    -- reclassify the Claims as general unsecured claims; and

    -- direct the Debtors to make a distribution to the Disputed
       Claim Reserve based on Citibank's pro rata share of the
       allowed Claims, pending resolution of the MegaClaim
       Litigation with respect to Citibank.

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


ENRON CORP: Wants Court to Disallow $366-Mil Oregon Claim
---------------------------------------------------------
In October 2003, the State of Oregon filed Claim No. 24387 to
amend its Claim No. 12949.  Oregon claims more than $366 million
in "civil penalties" based on Enron Corporation and its debtor-
affiliates' alleged manipulation of the Pacific Northwest market
for wholesale power.  The claim is based both on certain state
statutes, including the Oregon antitrust law and the Oregon
Racketeer Influenced and Corrupt Organization Act, and federal
antitrust, mail and wire fraud statutes.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, recounts that in January 2004, the Debtors objected to the
Oregon Claim, contending that:

    (i) the Federal Power Act preempts Oregon's claims relating to
        wholesale electricity rate-setting; and

   (ii) because Oregon has already litigated the market
        manipulation claim before the Federal Energy Regulatory
        Commission, which determined that the Pacific Northwest
        energy market was competitive, Oregon is collaterally
        estopped from re-litigating that issue.

                      Pending FERC Proceedings

The FERC launched a comprehensive investigation of Enron's
wholesale power trading activities, Mr. Smith relates.  On
March 26, 2003, the FERC issued an order directing Enron Power
Marketing, Inc., and Enron Energy Services, Inc., to show cause
why their authority to sell power at market-based rates should
not be revoked.  In June 2003, the FERC issued an order
immediately revoking EPMI and EES' blanket licenses to sell power
in various western state markets.  The FERC found that EPMI and
EES had engaged in gaming in the form of inappropriate trading
strategies.  The "trading strategies" the FERC identified,
included the same trading strategies listed in the Oregon Claim.
By its January 22, 2004 Order, the FERC denied requests for
rehearing of the Revocation Order.

In companion orders also issued June 25, 2003 -- the Gaming and
Partnership Orders -- the FERC found that EPMI and EES, could
also be found to have engaged in gaming or anomalous market
behavior in violation of the FERC-approved tariffs during the
period from January 1, 2000, through June 20, 2001.  The FERC
accordingly ordered EPMI and EES to show cause in a trial-type
evidentiary proceeding why they should not be found to have
engaged in prohibited gaming practices, and authorized the
Administrative Law Judge to recommend monetary remedies of
disgorgement of unjust profits and any other appropriate non-
monetary remedies.

The FERC-ordered evidentiary proceeding is currently in the pre-
trial phase, Mr. Smith says.  The FERC is also considering claims
by third-party purchasers of electricity in the California market
seeking refunds from EPMI, EES, and other market participants for
the difference between the actual prices paid and the market
prices that allegedly should have prevailed absent the alleged
dysfunction in the market.  The California Refund Proceedings are
ongoing.

                  The Pacific Northwest Market Case

Mr. Smith points out that the FERC already completed an
investigation of the Pacific Northwest wholesale power market,
finding that the market was not manipulated.  In its June 25,
2003 decision, the FERC considered whether Puget Sound Energy,
Inc., and various intervenors were entitled to refunds based on
purported unjust and unreasonable charges for spot market
bilateral wholesale power sales for the period beginning
December 25, 2000, through June 20, 2001.  The FERC determined
that at the relevant times, the market for spot sales of
electricity in the Pacific Northwest was competitive and
functional because prices were not unreasonable.  The FERC also
declared that prices in the region were "driven up by a
combination of factors, including reduced available power due to
drought, increased demand, and relatively high natural gas
prices."  Oregon was a party in the case.

            Oregon's Claim Must Be Summarily Disallowed

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York for a judgment summarily disallowing and
expunging Oregon's Claim No. 24387.

Mr. Smith maintains that Oregon's state-law based claims, the
federal antitrust, mail fraud and wire fraud claims, and the
common law fraud and conversion claims are preempted by either
the FPA, the Filed Rate Doctrine or both.

To the extent the Oregon Claim encompasses claims under federal
law that are not preempted, the only authority that can decide
those claims, the FERC, has already decided them against Oregon.
Mr. Smith reminds the Court that the FERC already concluded that
the Pacific Northwest market was free of manipulation and that no
monetary remedies were warranted.  Oregon cannot now re-litigate
the same claims of market manipulation and the appropriateness of
monetary relief that the FERC resolved.

Summary judgment is proper where there is no genuine dispute of a
material fact and a party is entitled to judgment as a matter of
law.  The Debtors believe that they are entitled to a judgment on
their objection summarily disallowing and expunging the Oregon
Claim.

Pending adjudication of their request for summary judgment, the
Debtors also ask the Court to stay discovery with respect to the
Oregon Claim and the Debtors' objection.  Allowing discovery, Mr.
Smith says, would waste the Debtors' and the Court's time and
resources.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Asks Court to Approve U.S. Agencies' Settlement Pact
----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Debtors Enron Energy Services Operations, Inc., Enron
Power Marketing, Inc., Enron Energy Services, Inc., as successor
in interest to Enron Capital & Trade Resources Corp., ask Judge
Gonzalez to approve their settlement agreement with:

    (i) the United States of America, acting by and through the
        General Services Administration, on behalf of itself and
        its agencies -- the General Services Administration,
        Veterans Administration, Coast Guard, National Park
        Service, Internal Revenue Service, Department of
        Agriculture, National Archives and Record Administration,
        Hanscom AFB, and Department of Labor; and

   (ii) the United States Department of Energy, acting by and
        through the Administrator of Southeastern Power
        Administration.

                           The Contracts

EESI and GSA entered into a certain Indefinite Quantity Contract
for Electrical Generator Services at various federal buildings in
New England dated May 20, 1998, pursuant to which EESI agreed to
supply electric energy to GSA and the United States of America,
acting by and through the Agencies.  Under the GSA Contract, EESO
and GSA entered into certain Value Added Services contracts.

EPMI and Southeastern Power entered into a contract executed by
the United States of America, Department of Energy, acting by and
through the Administrator of Southeastern Power Administration,
and EPMI, dated February 7, 1997, pursuant to which EPMI will
make necessary arrangements for the coordination, delivery, and
sale of energy in scheduled quantities as determined by SEPA.

On March 18, 2003, EESI and Enron Energy Marketing Corp. entered
into a Settlement Agreement and Mutual Release with Boston Edison
Company, Commonwealth Electric Company and Cambridge Electric
Light Company that releases GSA and the Agencies from certain
payment obligations to the Companies.  Nevertheless, Boston
Edison, Commonwealth Electric and Cambridge Electric are
attempting to collect certain Transportation and Distribution
charges of about $743,000 from GSA and the Agencies.

                      The Settlement Agreement

After discussions, the parties negotiated the Settlement
Agreement, which provides that:

    (a) The Agencies will pay EESI $4,331,091;

    (b) Southeastern Power will pay EPMI $59,884;

    (c) The Contracts will be terminated, to the extent not
        already otherwise validly terminated;

    (d) The parties will exchange a mutual release of claims
        related to the Contracts; and

    (e) All claims filed by the Counterparties will be deemed
        withdrawn and released.

Among the claims that will be deemed withdrawn and released are:

    Claimant                         Claim No.      Claim Amount
    --------                         ---------      ------------
    Fed Reserve Bank                   17470           1,869,493
    Internal Revenue Service           12481            $127,096
    Internal Revenue Service           15532             127,096
    Internal Revenue Service           15533             127,096
    National Archives                  15001             205,125
    New England Healthcare             13683             343,729
    U.S. Air Force                     20618             449,823
    USDA Agricultural Research         15471             452,539
    U.S. Coast Guard                   19280             120,482
    U.S. Dept. of Veteran Affairs      21536             343,729
    U.S. GSA                           18501             774,578

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, points out that the Settlement will result in a substantial
payment to the estates.  Moreover, the Settlement Agreement will
avoid future disputes and litigation concerning the Contracts
since the parties have agreed to release one another from the
Claims arising from it.  The Settlement Agreement will therefore
allow the Debtors to capture the value of the Contracts for their
estates, while avoiding the costs associated with possible future
litigation.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECH: Will Host Second Quarter Conference Call on Nov. 16
---------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE), a global leader in stored
electrical energy solutions, will release financial results for
the second fiscal quarter 2005 ended Sept. 30, 2004 after the
market closes on Monday, Nov. 15, 2004.

Craig H. Muhlhauser, Exide's President and Chief Executive
Officer, J. Timothy Gargaro, Executive Vice President and Chief
Financial Officer, and other company executives will host a
conference call for members of the investment community to
discuss the Company's financial results and general business
operations at 9:00 AM Eastern Time on Tuesday, Nov. 16, 2004.
The conference call information follows:

           Date: Tuesday, Nov. 16, 2004
           Time: 9:00 AM Eastern Time
           Domestic Dial-In Number: 800-231-5571
           International Dial-In Number: 973-582-2703

For individuals unable to participate in the conference call, a
telephone replay will be available from 1:00 PM on Nov. 16, 2004,
until midnight on Nov. 24, 2004, at:

           Domestic Replay Number: 877-519-4471
           International Replay Number: 973-341-3080
           Passcode: 5331271

An audio webcast of the conference call can also be accessed via
http://www.exide.comand will be available for one week.  
RealPlayer or Windows Media Player will be required in order to
access the webcast.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  The Court confirmed Exide's First
Amended Joint Plan of Reorganization on April 20, 2004, and that
plan took effect May 5, 2004.  When they filed for protection from
their creditors, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FAIRFAX FINANCIAL: 3rd Qtr. Results Won't Affect Fitch's Ratings
----------------------------------------------------------------
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.  

Fitch recognizes the positive credit implications afforded by
Fairfax's forthcoming $300 million stock offering, which is
expected to increase holding company cash and investments to over
$600 million, provide flexibility to further term out holding
company debt maturities, and help offset unexpected
costs/shortfalls in parental dividends/tax-sharing payments.  
Also, a recently proposed commutation of several reinsurance
transactions will lessen the liquidity strain on Fairfax's
subsidiary, nSpire Re Limited, and free up potentially needed
intercompany reinsurance capacity.

However, Fitch continues to believe that Fairfax's long-term
credit fundamentals remain weak and that management continues to
face challenges with liquidity issues despite substantial funds
generated via capital market access or realized gains in recent
years, notably:

   -- Financial leverage remains high; based on U.S. GAAP balance
      sheet adjustments, Fairfax's pro forma debt to total capital
      ratio is 45% at September 30, 2004, including the proposed
      equity issuance;

   -- Fixed-charge coverage as measured by EBIT-to-interest costs
      remains negative for the nine months ending Sept. 30, 2004;

   -- Operating earnings remain unfavorable due in part to losses
      related to run-off operations. In the past few years, the
      primary source of earnings for Fairfax has been realized
      gains on invested assets, implying a low quality of reported
      earnings;

   -- Reinsurance utilization and credit exposure to reinsurers is
      high, as recoverables were 277% of reported shareholders'
      equity at September 30, 2004;

   -- Deteriorating market pricing in the U.S. casualty segment
      may lead to a continued need to tap alternate sources to
      parental dividends and earnings retention to service
      subsidiary and holding company obligations;

   -- Loss reserves have developed unfavorably in the past few
      years, and uncertainty remains regarding reserve adequacy;

   -- Fairfax apparently is now unable to take advantage of its
      corporate credit facility due to stricter financial convents
      effective mid-2004; and

   -- Based on Fairfax's competitive position in the U.S. market,
      Fitch believes the company is more vulnerable to commercial
      lines price softening and a shifting market preference
      toward higher rated insurers than peers.

Fitch also believes that a number of management actions, while
providing short-term benefits, have further limited flexibility.
Furthermore, the very need to take these actions is a reflection
of the challenges management faces in maintaining organizational
viability, including:

   -- The change in provider of roughly $200 million of capital to
      Advent Capital PLC from nSpire Re to Odyssey Re Holdings
      Corp., which may have allowed for nSpire Re to fund
      Fairfax's indemnification of its runoff subsidiary TIG
      Insurance Company against losses related to Kingsmead;

   -- Increased usage of intercompany guarantees that raises the
      potential liquidity requirements at Fairfax to fund either
      direct indemnifications or support subsidiary
      indemnifications;

   -- Effective movement of letters of credit from Fairfax's
      secured corporate facility to a new secured facility that
      Fitch believes may provide inferior claims paying capacity,
      compared with its replacement, and raises concerns regarding
      the potential for 'double pledging' of assets effectively
      securing the facility;

   -- Extensive utilization of internal and external income
      smoothing/capital enhancing financial reinsurance has
      negatively affected investment income and creates difficulty
      in understanding and interpreting financial results.

   -- Sales of minority stakes in profitable operating segments
      have decreased available operating cash flow.

   -- The company's investment strategy that has produced large
      reported realized investment gains, while enhancing
      capitalization of operating subsidiaries, has also
      diminished future investment income.

   -- The proposed unwinding of sizable finite reinsurance
      agreements among TIG, nSpire Re, and outside parties may in
      part be prompted by a need to 'free up' capacity at nSpire
      Re to potentially absorb future loss reserve development
      among other Fairfax entities, such as Crum & Forster.

   -- The sale of common stock below book value is highly unusual
      and may reflect a continued need to maintain significant
      holding company cash to offset unpredictable/limited
      parental cash flow from subsidiaries despite improvement in
      core operating earnings.
      
Fitch believes that Fairfax management has proven to be highly
skilled in accessing the capital markets and executing
transactions to boost capital and meet liquidity challenges.  
However, following implementation of some of the actions above,
management options to address future challenges are now fewer.  
Fitch believes that the uncertainty related to ongoing rating
concerns such as loss reserve adequacy of Fairfax's growing runoff
book of business may create additional funding requirements.

Furthermore, Fitch is concerned by what it perceives as a
meaningful lack of public disclosures in regard to certain
transactions, subsidiaries, reclassifications of prior year
balance sheet, and footnote information.  The complexity of
Fairfax's organizational structure, and the nature and volume of
intercompany transactions adds to the challenges in completing a
credit analysis of the organization.

Specifically, Fairfax's ownership of its operating subsidiaries
winds through several intermediate holding companies, located in
various countries, and the ownership chain has been altered
several times in the past few years.  These intermediate holding
companies have been involved in various transactions over time,
including internal financing, intercompany reinsurance, and
guaranty arrangements that have not always been fully disclosed,
and the rationale for some of these transactions is not always
apparent.

Fitch will consider Fairfax's Rating Watch following the
completion of the proposed common stock offering and reinsurance
commutations and after a review of year-end results and
disclosures by Fairfax.  Fitch remains concerned by the level and
quality of public disclosures by the company and will consider
withdrawing the ratings if it is determined that the company's
year-end 2004 disclosures do not allow for a reasonable assessment
of the level or direction of Fairfax's credit worthiness.

Fitch's ratings of Fairfax are based primarily on public
information.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

     -- No action on long-term issuer rated 'B+';
     -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

     -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

     -- No action on senior debt rated 'B';
     -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

     -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

     -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

     -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

   * Crum & Forster Insurance Co.
   * Crum & Forster Underwriters of Ohio
   * Crum & Forster Indemnity Co.
   * Industrial County Mutual Insurance Co.
   * The North River Insurance Co.
   * United States Fire Insurance Co.
   * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

   * Odyssey America Reinsurance Corp.
   * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

   * Commonwealth Insurance Co.
   * Commonwealth Insurance Co. of America
   * Federated Insurance Co. of Canada
   * Lombard General Insurance Co. of Canada
   * Lombard Insurance Co.
   * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

   * Fairmont Insurance Company
   * TIG American Specialty Ins. Company
   * TIG Indemnity Company
   * TIG Insurance Company
   * TIG Insurance Company of Colorado
   * TIG Insurance Company of New York
   * TIG Insurance Company of Texas
   * TIG Insurance Corporation of America
   * TIG Lloyds Insurance Company
   * TIG Specialty Insurance Company


FEDERAL-MOGUL: Inks Pact to Sell Dayton Transmission Operation
--------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) and Sinterstahl Group have
signed an agreement under which Federal-Mogul would sell its
Dayton, Ohio, powdered metal operation to Sinterstahl Group.  The
agreement is subject to approval by the U.S. Bankruptcy Court for
the District of Delaware and other conditions.

The Dayton related business -- with forecasted sales of
approximately $10 million for 2004 -- develops, manufactures and
sells powdered metal automatic transmission components and fuel
and oil pump gerotors for the automotive industry, as well as
other powdered metal components for the appliance industry. The
business currently employs 111 people.

Under the sale agreement, Sinterstahl Group would acquire the
Dayton facility and related Plymouth, Michigan, R&D assets, as
well as all inventory. Federal-Mogul would retain all other
Plymouth R&D assets, as well as its Valve-train business in
Waupun, Wisconsin, and all sintered operations outside of the
United States.

"The sale of the Dayton operation is well aligned with the
company's strategy to focus on its core businesses," said Chairman
of the Board and Interim CEO Robert S. Miller.

The company will file a motion with Delaware Bankruptcy Court for
a sale hearing under Section 363 of the U.S. Bankruptcy Code; a
hearing is tentatively scheduled for Dec. 2. The pending sale is
expected to be completed by Dec. 31, 2004.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion. The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from its creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.

At Sept. 30, 2004, Federal-Mogul's balance sheet showed a
$1,431,500,000 shareholder deficit, compared to a $1,376,900,000
deficit at Dec. 31, 2003.


FEDERAL-MOGUL: Asks Court to Okay U.K. Business Sale Bid Protocol
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates, the Official
Committee of Unsecured Creditors, the Official Committee of
Asbestos Claimants, the Legal Representative for Future Asbestos
Claimants, JPMorgan Chase Bank as Administrative Agent for the
prepetition lenders, and the Official Committee of Equity Security
Holders ask the U.S. Bankruptcy Court for the District of Delaware
to establish certain bid procedures for the marketing and any
possible sales of the assets and businesses of the U.K. Debtors.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, recounts that the U.K.
Administrators for the U.K. Debtors believed that sales of the
assets and businesses will provide greater distributions to
creditors of the U.K. Debtors than the distributions provided
under the Chapter 11 plans proposed by the Plan Proponents.

The Plan Proponents vehemently disagree with the Administrators
and submit that any liquidation will result in the loss of jobs in
the U.K. and materially lesser distributions to creditors of the
U.K. Debtors.

Nevertheless, the Plan Proponents have sought to accommodate the
Administrators to ensure the continued coordination of the U.S.
and U.K. Proceedings to the fullest extent possible.  The Plan
Proponents revised:

    -- the plan to specifically provide for a possible "controlled
       realization" of the U.K. Debtors; and

    -- their disclosure statement to set forth their position and
       the position of the Administrators regarding the
       "controlled realization" and its impact on distributions to
       creditors of the U.K. Debtors.

After the Disclosure Statement Hearing, the Administrators
completed their additional due diligence and engaged in further
plan discussions with the Plan Proponents.  However, the
Administrators still believe that they can achieve greater
distributions through a controlled realization of the U.K.
Debtors, as opposed to the reorganization contemplated by the
Plan.  Accordingly, the marketing and possible sales of the assets
and business of the U.K. Debtors may now occur.

Mr. O'Neill tells the Court that the Plan Proponents have asked
the Administrators to disclose the procedures they would propose
to establish and follow in the marketing or sales of the assets
and businesses of the U.K. Debtors.  The Plan Proponents want to
ensure that any sale is lawful and appropriate under both U.K. and
U.S. law and thereby ensure the continued coordination of the
cross-border plenary insolvency proceedings to the fullest extent
possible.  As of September 16, 2004, however, the Administrators
have refused to provide any information regarding the procedures
they intend to follow in connection with the controlled
realization of the U.K. Debtors.

The Plan Proponents ask the Court to approve their proposed bid
procedures for any sales of the assets and business of the U.K.
Debtors.

The important terms of Bidding Procedures are:

A. The Sale Assets and the Bid

    Designated Assets and Assumed Liabilities will refer to the
    assets, executory contracts, unexpired leases and related
    liabilities subject to sale and identified in any proposal or
    bid tendered in connection with the Bidding Procedures.

    The Sale Transaction will be on an "as is, where is" basis.
    All of the U.K. Debtors' right, title and interest in the
    Designated Assets will be sold free and clear of encumbrances,
    if any, to attach to the net proceeds of the Sale Transaction.

    Any bid must be for all of the Designated Assets and Assumed
    Liabilities for that particular U.K. Debtor or group of U.K.
    Debtors for which a bidder is submitting a bid.

B. The Qualified Bidder

    A party who wishes to submit a bid must:

       (1) execute a confidentiality agreement, the form of which
           is available from the U.K. Debtors' counsel, prior to
           receiving any due diligence; and

       (2) make a cash deposit of 10% of its initial bid amount
           which will be paid concurrently with its submission of
           a bid.  The cash deposit will be held in an escrow
           account at a financial institution designated by the
           U.K. Debtors and will be subject to an escrow
           agreement, the form of which is available from the U.K.
           Debtors' investment banker.

    Upon submitting a qualified bid, each Qualified Bidder will
    receive a confidential memorandum containing information and
    financial data with respect to the Designated Assets and the
    Assumed Liabilities.

C. Access to Information

    Each Qualified Bidder will receive reasonable access during
    normal business hours to the U.K. Debtors' books, records,
    facilities, key personnel, officers, independent accountants
    and legal counsel for the purpose of completing all due
    diligence investigations deemed necessary by a Qualified
    Bidder.  However, the dissemination of any confidential or
    proprietary information will not be required if that
    information would be detrimental to the Debtors' interests and
    operations.

D. The Qualified Bid

    A proposed bid must provide:

      (1) the purchase of the Designated Assets and assumption of
          the Assumed Liabilities that the Qualified Bidder is
          interested in acquiring;

      (2) the anticipated purchase price or price range for the
          Designated Assets together with the Assumed Liabilities
          that the Qualified Bidder is interested in acquiring;

      (3) any additional conditions to closing that the Qualified
          Bidder may wish to impose;

      (4) the nature and extent of additional due diligence it may
          wish to conduct;

      (5) the amount of any proposed credit bid; and

      (6) other information as may be reasonably requested in
          order to assess the Qualified Bidder's authority and
          ability to consummate a Qualified Bid for the Designated
          Assets together with the Assumed Liabilities.

    Any Qualified Bidder must disclose these information in its
    bid as well:

      (1) the identity of all participants providing funding for
          the bid;

      (2) the specific amount, source, and type of funding to be
          provided by each participant;

      (3) the identity of any person or entity who will
          participate in any way in the bid without providing
          funding, and the nature of the participation; and

      (4) the principals of each entity that will participate in
          the Qualified Bidder's proposal.

E. Capacity to Close Transaction

    To demonstrate its financial, legal and managerial capacity to
    complete the transactions, a Qualified Bidder must submit:

      (1) written evidence of available cash, a commitment for
          financing or ability to obtain a satisfactory
          commitment if selected as the winning bidder and other
          evidence of its ability to consummate the Sale
          Transaction;

      (2) current audited financial statements or, if the
          Qualified Bidder is an entity formed for the purpose of
          the Sale Transaction, current audited financial
          statements of the equity holders of the Qualified
          Bidder that will guarantee the obligations of the
          Qualified Bidder, or other form of satisfactory
          evidence of committed financing or other ability to
          perform;

      (3) a copy of a board resolution or similar document
          demonstrating the authority of the Qualified Bidder to
          make a binding and irrevocable bid on the terms
          proposed; and

      (4) evidence that the Qualified Bidder will be able to
          obtain any anti-trust and other required regulatory
          approvals without any material delay.

F. Bid Deadline

    The bid and any related materials must:

       -- be in writing;

       -- contain all material terms of the proposed bid; and

       -- be submitted so that it is received no later than six
          months after the Confirmation Date.

    The Bid Deadline may be shortened or extended for cause upon
    notice and a hearing and a Court order; provided that in no
    event will the Bid Deadline be extended to more than one year
    after the Confirmation Date.

G. Selection of the Best Bid

    If more than one Qualified Bid is received, an Auction will be
    conducted within 30 days of the Bid Deadline.

H. Sale Hearing

    Promptly after the Winning Bidder is selected, an order will
    be sought authorizing and approving a sale of the applicable
    Designated Assets and Assumed Liabilities to the Winning
    Bidder.

The Plan Proponents believe that the proposed Bid Procedures are
required to maximize value and ensure a fair process.  If the U.K.
Administrators believe otherwise, they are encouraged to advise
the Court on how the Bid Procedures are inconsistent with U.K.
law, and if so, what procedures the Administrators believe should
be followed in order to conduct the sales and thereby timely
conclude the cross-border plenary proceedings.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy
News, Issue No. 66; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FLEXTRONICS: S&P Places 'BB-' Rating on $500 Mil. Sr. Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics' private offering of $500 million, senior subordinated
notes due 2014.  The notes are offered under Rule 144A, with
registration rights.  Proceeds of the offering will be used to
repay outstanding debt under its revolving credit facilities and
for general corporate purposes.  The company's 'BB+/Stable/--'
corporate credit rating was affirmed.

"The ratings on Singapore-based Flextronics International Ltd.
reflect a highly competitive and volatile industry and a highly
acquisitive growth strategy, offset by the company's top-tier
industry position, geographic and end-market diversity, and solid
long-term customer relationships: said Standard & Poor's credit
analyst Lucy Patricola.

Flextronics is the world's largest provider of electronics
manufacturing services -- EMS -- to the communications, consumer
electronics, and computing industries.  Flextronics had total debt
outstanding (including operating leases and asset securitizations)
of about $2.2 billion as of September 2004.

Sales for the quarter were up 18% over the year-earlier period,
and up 7% sequentially, to $4.1 billion, reflecting improved
demand in Flextronics' broad base of electronics customers.
Acquisitions are expected to supplement moderate rates of organic
sales growth over the intermediate term, reflecting a ramp in
production following the company's purchase of manufacturing and
design capabilities from Nortel Networks.  The purchase price for
Nortel's assets is expected to be between $675 million and
$725 million, with staggered payments over five quarters beginning
in the December 2004 calendar quarter.  The Nortel program is
expected to generate positive cash flow for Flextronics during the
production ramp.  While Standard & Poor's believes Flextronics may
increase debt balances intermittently over the next year to fund
the payments, leverage is not expected to rise meaningfully above
3x on average, which is appropriate for the rating level.


FLYi, INC.: Liquidity Concerns Prompt Bankruptcy Warning
--------------------------------------------------------
FLYi, Inc., says that the fierce competition and weak revenue
environment that its Independence Air operations have encountered,
combined with lower than expected passenger traffic and
unprecedented high jet fuel prices have resulted in the carrier's
revenues falling significantly below anticipated levels and the
Company expending cash at an unsustainable rate.  Although the
Company has implemented cost savings measures, it cannot reduce
its operating costs enough to offset the revenue shortfall.

FLYi has an $83 million semi-annual lease payment on its regional
jets coming due in January 2005, and will have to pay an
additional $16.6 million due on some 328Jets if Delta Air Lines,
Inc., doesn't make the payment.  

While the Company believes that it has sufficient liquidity to
fulfill all of its obligations arising prior to the lease payments
that are due in January 2005, the Company advises that is in
negotiations with various parties to provide sufficient liquidity
to make these payments on a revised schedule and to meet its
subsequent obligations as they come due.  Among others, the
Company is in discussions with its CRJ aircraft lessors and
lenders to negotiate payment deferrals of amounts due or coming
due for the next two years, in discussions with its J41 lessors to
terminate the leases, and in discussions with its 328Jet lessors
to assign the aircraft to Delta and be released from future
obligations.  The Company is also in discussions with its Airbus
operating lessors regarding the terms for its acceptance of future
aircraft deliveries.

FLYi warns that if it's unsuccessful in these negotiations in a
satisfactory or timely manner, it will be forced to consider
commencing a bankruptcy case under Chapter 11 of the U.S.
Bankruptcy Code or may be the subject of an involuntary Chapter 11
case commenced against it by creditors.

FLYi began operation of its low-fare airline, Independence Air, on
June 16, 2004.  The inaugural Independence Air flights served five
markets from Washington Dulles with more added as the CRJ aircraft
completed their interior and exterior conversion to the
Independence Air standard. The transition was completed in
September when all 87 CRJs were operating as Independence Air
serving 40 destinations with over 600 flights per day systemwide.  
In September, the Company took delivery of its first of 12 leased
Airbus A319 aircraft. In addition, the Company has 16 additional
A319s on order directly from the manufacturer. Prior to the
operation of the larger Airbus aircraft, the Company must receive
various FAA approvals. FAA approval will be based on a
determination that the Company has adequate training, maintenance
and operating procedures necessary to conduct larger aircraft
operations. The FAA approval process is ongoing and the Company
believes it will be able to obtain all necessary FAA approvals in
connection with the conduct of its operation of larger aircraft.
However, final FAA approval was not obtained prior to the expected
date and as a result the Company's introduction of the A319
aircraft into revenue service has been delayed. Once FAA approval
is received, the Company will operate its Airbus single aisle
aircraft in larger, long and short-haul markets in which the
Company will seek to take advantage of the low cost per seat mile
of these aircraft, and will continue to operate its CRJ aircraft
in short-haul markets with additional frequencies that will take
advantage of the lower per-trip cost of this aircraft relative to
larger aircraft.

At the Company's 2004 annual stockholder meeting held May 26,
2004, stockholders approved the proposal to change the name of the
Company from Atlantic Coast Airlines Holdings, Inc. to FLYi, Inc.  
Prior to the opening of trading on August 4, 2004, the Company
changed the name of its corporate parent and stock ticker symbol
to reflect its newly-premiered Independence Air brand name.  
Atlantic Coast Airlines Holdings, Inc., became FLYi, Inc. and its
symbol on the NASDAQ National Market was changed from ACAI to
FLYI, mirroring the Independence Air web address at
http://www.FLYi.com/ On November 5, 2004 the Company changed the  
name of its operating subsidiary from Atlantic Coast Airlines to
Independence Air, Inc.

At September 30, 2004, FLYi's balance sheet showed $869.9 million
in assets and $616.8 million in liabilities.  For the three months
ended September 30, 2004, operating revenues totaled $119.6
million and the company reported an $82.6 million net loss for the
quarter.  For the nine months ended September 30, 2004, revenues
totaled $522.2 million and the company reported a $106.1 million
net loss for the three quarters.   In February 2004, the Company
sold $125 million of Convertible Senior Notes, which have funded
the year-to-date loss.  The Notes have an interest rate of 6% and
are convertible into FLYi, Inc., common stock at a conversion rate
of 90.2690 shares per $1,000 principal amount of the Notes (a
conversion price of approximately $11.08) once the Company's
common stock share price reaches 120% of the conversion price or
$13.30.  Shares in FLYi trade between $1 and $2 today.  


GLOBAL CROSSING: GLT Liquidating Trust Wants to File Late Claim
---------------------------------------------------------------
GLT Liquidating Trust, as successor-in-interest to Genuity, Inc.,
and its subsidiaries, asks the U.S. Bankruptcy Court for the
Southern District of New York for leave to file a late proof of
claim.

Genuity and its affiliates were leading providers of
internetworking services to business enterprises, and
telecommunications service providers.

P. Bradley O'Neill, Esq., at Kramer Levin Naftalis & Frankel,
LLP, in New York, relates that on November 27, 2002, Genuity and
certain of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code.

In the months before the Genuity Petition Date, Genuity
experienced a precipitous decline in its business fortunes that
led to an emergency filing.  As a result, Genuity had no prospect
of continuing its business and, in fact, had entered into an
agreement to sell substantially all of its assets to certain
affiliates of Level 3 Communications, Inc., subject to a higher
and better offer at a public auction.

Mr. O'Neill notes that Genuity was principally focused on
completing the proposed sale to Level 3.  That sale was approved
by Judge Beatty, who presided over Genuity's bankruptcy cases, on
January 24, 2003.  The Level 3 Sale closed on February 4, 2003.

On January 15, 2003, Genuity filed an Administrative Proof of
Claim, designated as Claim No. 10627, for $761,850 arising out of
Global Crossing's breach of various agreements between the
entities.  The Administrative Claim did not purport to assert any
preference claim against Global Crossing in respect of amounts
paid by Genuity to Global Crossing in the months preceding the
Genuity Petition Date.  Moreover, the Administrative Claim was
not filed by bankruptcy counsel.

"At the time that Genuity filed the Administrative Proof of
Claim, Genuity was immersed in the process of selling
substantially all of its assets to Level 3 Communications.  This
sale severely limited Genuity's ability to evaluate all claims
that it held against the Debtors," Mr. O'Neill says.

Mr. O'Neill adds that there were numerous other complex issues
that arose during the course of Genuity's bankruptcy that further
prevented Genuity from having the opportunity to timely pursue
all claims that it held.

On November 19, 2003, Judge Gerber ordered the GX Debtors to
establish a reserve with respect to, among other claims, each
claim filed by Genuity against the GX Debtors.  The reserve's
aggregate amount with respect to Genuity's claims exceeds $3.4
million.

                    Genuity's Liquidating Trust

On November 21, 2003, Judge Beatty confirmed the Genuity Plan,
which transferred substantially all of Genuity's assets to a
liquidating trust.  Under the Genuity Plan and the Liquidating
Trust Agreement filed in connection with the transfer, the
Liquidating Trust is authorized to, among other things, wind down
Genuity's estates, resolve all claims asserted by creditors
against Genuity's estates, and pursue all outstanding claims held
by Genuity.  The activities of the Liquidating Trust are
conducted by the Trustee, subject to the approval of an oversight
committee consisting of certain entities appointed by the
creditors of Genuity's estates.

The creation of the Liquidating Trust triggered the evaluation of
all potential preference actions that GLT may hold against
parties that had a prior business relationship with Genuity.  The
Liquidating Trust examined thousands of payments that were made
by Genuity to its creditors in the 90 days preceding the Genuity
Petition Date.  Upon concluding its unavoidably lengthy
investigation, the Liquidating Trust discovered that it held a
net preference claim against the Debtors for $883,938.

To maximize the recovery that its creditors are justly entitled,
it is essential that GLT be able to pursue all claims that it
holds.  The GX Debtors have already established a substantial
reserve with respect to claims asserted by Genuity.  GX's Bar
Date coincided with a particularly chaotic period in Genuity's
bankruptcy.  Accordingly, GLT's failure to bring the Preference
Claim sooner was inadvertent and was not done in bad faith.  The
delay arose because of the myriad of issues that confronted
Genuity in its bankruptcy case.

Judge Gerber has the authority to allow GLT to file a late proof
of claim if GLT is able to demonstrate that its failure to file a
timely proof of claim was the result of excusable neglect.

Mr. O'Neill explains that the term "excusable neglect" is not
defined in the Bankruptcy Code.  Rather, it is a term that has
been shaped by case law interpreting Rule 9006(b) of the Federal
Rules of Bankruptcy Procedure.  The determination of whether
excusable neglect exists is essentially an equitable one, which
takes into account all relevant circumstances surrounding a
party's omission.

                         GX Debtors Object

Michael F. Walsh, Esq., at Weil, Gotshal & Manges, LLP, in New
York, contends that GLT failed to demonstrate "excusable neglect"
for filing a late claim.  Rule 3003(c)(2) of the Federal Rules of
the Bankruptcy Procedure provides that:

    "Any creditor or equity security holder whose claim or
    interest is not scheduled or scheduled as disputed,
    contingent, or unliquidated will file a proof of claim or
    interest within the time prescribed by subdivision (c)(3) of
    this rule; any creditor who fails to do so will not be treated
    as a creditor with respect to that claim for the purposes of
    voting and distribution."

Mr. Walsh relates that there are four factors to be considered
when determining whether excusable neglect exists:

    (a) the prejudice to the debtor;

    (b) the length of the delay and its potential impact on
        judicial proceedings;

    (c) the reason for the delay, including whether it was within
        GLT's reasonable control; and

    (d) whether GLT acted in good faith.

The prejudice to New GX, Mr. Walsh points out, is particularly
acute because the claim GLT seeks leave to assert is for
administrative expense.

In addition, the Effective Date and the date on which New GX
decided to assume all administrative expenses occurred nearly ten
months before GLT filed its motion for leave.

In making its decision to assume the administrative expenses, New
GX relied heavily on the record of known and timely filed
administrative expense claims, which included GLT's timely filed
Claim No. 10627, but did not include GLT's Preference Claim for
$883,938.  New GX has been operating its business during the past
ten months without forewarning that GLT would assert a $883,938
claim.

As a result, this sizeable liability asserted would place an
unexpected and unnecessary burden on New GX's business.

Mr. Walsh further argues that while the Disputed Claims Reserve
exists for prepetition claims, there is no administrative claim
reserve from which New GX can pay the Preference Claim.  To pay
GLT's administrative claim, New GX would have to withdraw
$883,938 directly from its already lean operating budget.

Because GLT chose not to file the Preference Claim by the
Administrative Bar Date and further waited close to 21 months
after that bar date to assert the claim, New GX could safely
propose that GLT was not going to assert any further
administrative claims.

Mr. Walsh informs the Court that the length of delay by which GLT
seeks to file its Preference Claim weighs strongly for denial of
GLT's request.

Moreover, Mr. Walsh asserts that GLT has failed to provide an
acceptable excuse for filing the Preference Claim.  Genuity is a
large, sophisticated company with competent counsel fully aware
of the GX Bar Date.  In fact, despite the Level 3 Sale, Genuity
managed to file Claim No. 10627 against the GX Debtors by the Bar
Date.  Even Genuity acknowledges that it could have filed an
abbreviated claim to reserve its right to pursue the Preference
Claim against the GX Debtors but failed to take this step.

"New GX has no evidence that GLT was acting in bad faith when it
filed the motion for leave, but this hardly counterbalances the
other three factors that weigh heavily in New GX's favor," Mr.
Walsh says.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOLF TRAINING: Trustee Sells Unissued Shares to BBG for $15,000
---------------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia approved a request by Paul H.
Anderson, Jr., Esq., the chapter 7 trustee overseeing the
liquidation of Golf Training Systems, Inc., to sell authorized but
un-issued shares of stock in Golf Training Systems, Inc., to BBG,
Inc., for $15,000 in cash.

The Trustee advised the Court that he's not in possession of the
Debtor's corporate records relating to the Unissued Stock
Interests.  BBG, Inc., and its representatives understand and
agree that the sale is as is, where is.  In its Form 10-Q filed on
May 12, 1998, Golf Training reported that it was authorized to
issue 10,000,000 shares of common stock and 3,933,104 were
outstanding at March 31, 1998.  

An Order entered October 5, 2004, reopened the Debtor's chapter 7
case, allowed the Trustee to defer payment of the applicable
filing fee until there are sufficient funds on hand in the estate
to pay the fee, and reinstated Mr. Anderson as the Chapter 7
Trustee so he could pursue this transaction.

John Richards Lee, Esq., and Angela D. Dodd, Esq., in the Chicago
office of the United States Securities and Exchange Commission
successfully blocked a similar sale of un-issued shares in
Northwestern Steel and Wire Co., to IMA Advisors, Inc., for
$20,000.  The SEC successfully blocked a sale of un-issued shares
in Ultra Motorcycle Company to Mark E. Rice and IMA Advisors in
June 2004.  The SEC argues that un-issued shares in a debtor are
not property of the estate pursuant to 11 U.S.C. Sec. 541 and
can't be sold pursuant to 11 U.S.C. Sec. 363.  "A corporation's
power to issue stock in itself to others is neither property of
the corporation nor an interest in property but rather is an
essential attribute of the legal entity known as a corporation,"
Ms. Dodd explains.  Moreover, the SEC argues, this type of a
transaction violates public policy because it amounts to
trafficking in public shells and that's contrary to public policy.  

BBG, Inc., can be reached at:

          BBG, Inc.
          Attn: Mike Clarke, President
          8665 West Flamingo, Suite 2000
          Las Vegas, NV 89107

Records from the Secretary of State for the State of Nevada show
that BBG, Inc.'s (Corporation File Number C5552-2000) was
incorporated on February 29, 2000, and its charter was
subsequently revoked.  The Secretary of State's records show that
the corporation's President and Treasurer is or was:

          Bill Badi Gammoh  
          1001 E. Imperial Highway
          La Habra, CA 90631

and its Secretary is or was:

          Bruce S. Weiner  
          1001 E. Imperial Highway
          La Habra, CA 90631

MagicYellow.com reports that a strip club called the Pelican
Theater is located at 1001 E. Imperial Highway in La Hambra.  A
telephone call to (714) 447-3222 reveals that an adult
entertainment facility operates at that address.  The
establishment changed its name recently from the Pelican Theater
to Taboo Theater.  

The Chapter 7 Trustee can be reached at:

          Paul H. Anderson, Esq.
          One Georgia Center, Suite 850
          600 W. Peachtree Street, N.W.
          Atlanta, GA 30308-3603
          Telephone (404) 892-9899

Golf Training Systems, Inc. (OTC BB: GTSX), based in Duluth,
Georgia, filed for chapter 11 protection on August 11, 1998
(Bankr. N.D. Ga. Case No. 98-75390).  The Company attempted to
restructure under Chapter 11, but was unable to generate
sufficient sales. Extensive layoffs and cutbacks were unsuccessful
in changing the profitability of the operation enough to manage
the total debt and overhead requirement. On December 17, 1998, all
of the company's assets, with the exception of certain contractual
assets, were sold at the bankruptcy auction and the Chapter 11 was
converted to a Chapter 7 liquidation proceeding.  Golf Training
Systems developed and marketed golf learning and training products
like the Coach, the Glove, the Computer Coach and the Right Link.


GRAFTECH INTL: S&P Affirms Single-B Ratings with Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on GrafTech
International Ltd. and removed them from CreditWatch where they
were placed with negative implications on October 11, 2004.  The
outlook is negative.  The corporate credit rating on GrafTech is
affirmed at 'B+', the senior unsecured debt rating at 'B', and
convertible debt rating at 'B-'.

"Despite the affirmation and improved fundamentals for graphite
electrodes, the negative outlook reflects concerns about the
company's ability to improve in a timely manner a financial
performance that is still weak for the rating," said Standard &
Poor's credit analyst Dominick D'Ascoli.  This is in light of
continual cost pressures, uncertainties about the needle coke
market for 2006 and beyond, and limited free cash flow generation
at GrafTech.

Ratings were placed on CreditWatch following the company's
announcement of a reduction in the graphite electrode industry's
supply of needle coke and a revision to its third-quarter and
full-year earnings due to higher operating expenses.  Needle coke
is a critical raw material in the manufacture of graphite
electrodes.

The ratings on GrafTech reflect its aggressive financial leverage,
poor free cash flow generation, significant exposure to the
cyclical steel industry, and uncertainties/concerns pertaining to
needle coke.  Somewhat offsetting these negative factors are the
company's favorable cost position compared with its competitors,
good market position in graphite electrodes, and currently
favorable industry conditions.

GrafTech manufactures carbon-based materials throughout the world
for use in various applications.  Its primary product is graphite
electrodes, which accounted for 68% of the $800 million in sales
generated in the 12 months ended September 30, 2004.  Because
graphite electrodes are primarily used in electric arc steel
furnaces, the company is exposed to the cyclical steel industry,
which is currently enjoying extremely good fundamentals.


GSMPS MORTGAGE: Moody's Places Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa to B2 ratings to the senior
and subordinate classes of the GSMPS Mortgage Loan Trust 2004-4
Mortgage Pass-Through Certificates.  The transaction consists of
the securitization of FHA insured and VA guaranteed reperforming
loans virtually all of which were repurchased from GNMA pools.

The credit quality of the mortgage loans underlying securitization
is comparable to that of mortgage loans underlying subprime
securitizations.  However after the FHA and VA insurance is
applied to the loans, the credit enhancement levels are comparable
to the credit enhancement levels for prime-quality residential
mortgage loan securitizations.  The insurance covers a large
percent of any losses incurred as a result of borrower defaults.

The Federal Housing Administration -- FHA -- is a federal agency
within the Department of Housing and Urban Development -- HUD --
whose mission is to expand opportunities for affordable home
ownership, rental housing, and healthcare facilities.  The
Department of Veterans Affairs -- VA, formerly known as the
Veterans Administration, is a cabinet-level agency of the federal
government.  The rating of this pool is based on the credit
quality of the underlying loans and the insurance provided by FHA
and the guarantee provided by VA Specifically, about 80% of the
loans have insurance provided by FHA, 19% from the VA, and 1% from
the Rural Housing Service -- RHS.  The rating is also based on the
structural and legal integrity of the transaction.

The complete rating action is as follows:

Issuer: GSMPS Mortgage Loan Trust 2004-4

      Class          Amount ($)     Rate       Rating
      -----          ----------     ----       ------
      1AF          $651,365,000     Variable      Aaa
      1AS       Notional Amount     Variable      Aaa
      1A2           $45,527,000     7.50%         Aaa
      1A3           $46,011,000     8.00%         Aaa
      1A4           $27,765,000     8.50%         Aaa
      AX        Notional Amount     8.50%         Aaa
      2A1           $85,985,000     Variable      Aaa
      B1             $7,061,000     Variable      Aa2
      B2             $4,412,000     Variable       A2
      B3             $3,529,000     Variable     Baa2
      B4             $3,087,000     Variable      Ba2
      B5             $3,088,000     Variable       B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


INTERSTATE BAKERIES: Court Approves Skadden Arps' Retention
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri gave Interstate Bakeries Corporation and its debtor-
affiliates permission to employ Skadden, Arps, Slate,
Meagher & Flom, LLP, and its affiliated law practice entities as
their attorneys under a general retainer to perform the legal
services that will be necessary under their Chapter 11 cases.

As the Debtors' lead counsel, Skadden Arps will:  
  
   (a) advise the Debtors with respect to their powers and duties  
       as debtors and debtors-in-possession in the continued  
       management and operation of their businesses and  
       properties;  
  
   (b) advise the Debtors with respect to corporate transactions  
       and corporate governance, and in any negotiations with  
       creditors, equity holders, prospective acquirers, and  
       investors;  
  
   (c) assist the Debtors with respect to employee matters;  
  
   (d) attend meetings and negotiate with representatives of  
       creditors and other parties-in-interest and advise and  
       consult on the conduct of the chapter 11 cases, including  
       all of the legal and administrative requirements of  
       operating in Chapter 11;  
  
   (e) take all necessary action to protect and preserve the  
       Debtors' estates, including the prosecution of actions on  
       their behalf, the defense of any actions commenced against  
       those estates, negotiations concerning all litigation in  
       which the Debtors may be involved and objections to claims  
       filed against the estates;  
  
   (f) review and prepare on the Debtors' behalf all documents  
       and agreements as they become necessary and desirable;  
  
   (g) review and prepare on the Debtors' behalf all motions,  
       administrative and procedural applications, answers,  
       orders, reports and papers necessary to the administration  
       of the estates;  
  
   (h) negotiate and prepare on the Debtors' behalf plan of  
       reorganization, disclosure statement and all related  
       agreements and documents, and take any necessary action  
       on the Debtors' behalf to obtain confirmation of that  
       plan;  
  
   (i) review and object to claims; analyze, recommend, prepare,  
       and bring any causes of action created under the  
       Bankruptcy Code;  
  
   (j) advise the Debtors in connection with any sale of assets;  
  
   (k) appear before the Court, any appellate courts, and the  
       U.S. Trustee, and protect the interests of the Debtors'  
       estates before those courts and the U.S. Trustee;  
  
   (l) perform all other necessary legal services and provide all  
       other necessary legal advice to the Debtors in connection  
       with these chapter 11 cases; and  
  
   (m) continue to assist the Debtors in matters relating to the  
       Restatement Investigation.  
  
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,   
LLP, in Chicago, Illinois, discloses that the partners, counsel   
and associates of the firm:  
  
   (a) do not have any connection with the Debtors or their  
       affiliates, their creditors, the United States Trustee or  
       any person employed in the office of the United States  
       Trustee, or any other significant party-in-interest, or  
       their attorneys and accountants;  
  
   (b) are "disinterested persons," as defined in Section 101(14)  
       of the Bankruptcy Code; and  
  
   (c) do not hold or represent any interest adverse to the  
       estates.  
  
Pursuant to an engagement agreement dated August 27, 2004, the   
Debtors paid Skadden initial retainers totaling $1.3 million.  
  
Other than the Initial Retainer, Skadden has not received any   
other amounts from the Debtors with respect to restructuring and   
contingency planning matters.  
  
Skadden will prepare a reconciliation of its prepetition fees,   
charges and disbursements and will issue a final statement to the   
Debtors, which may be less or more than the amount the Debtors   
paid to Skadden prior to the Petition Date.  However, Skadden   
will write-off the difference and not seek payment for any   
further amounts in the event the reconciled amount is more than   
amounts previously paid.  Skadden will retain the Final Retainer   
to pay any fees, charges and disbursements that remain unpaid at   
the end of the reorganization cases.  
  
Other than the fees, charges and disbursements set forth in the  
Restructuring Invoice and Investigation Invoices, Skadden has not   
billed the Debtors for any other matters since August of 2000.   
Any portion of the prepetition amounts received by Skadden that   
has not been applied to prepetition fees and expenses will be   
applied when those amounts are identified.  Should any balance   
remain after that application, the remainder will be held as a   
retainer for an applied against postpetition fees and expenses   
that are allowed by the Court.  
  
Pursuant to the Engagement Agreement, Skadden provides the   
Debtors with periodic -- no less frequently than monthly --   
statements for services rendered and charges and disbursements   
incurred.  During the course of these reorganization cases, the   
issuance of periodic statements will constitute a request for an   
interim payment against the reasonable fee to be determined at   
the conclusion of the representation.  
  
For professional services, Skadden's fees are based in part on   
its guideline hourly rates, which are periodically adjusted.   
Skadden will be providing professional services to the Debtors   
under its bundled rate schedules, hence, Skadden will not be   
seeking to be separately compensated for certain staff, clerical   
and resource changes.  As of April 1, 2004, the hourly rates   
under the bundled rate structure for the engagement are:  
  
     $520 - 760        partners and of counsel  
      495 - 630        counsel and special counsel  
      250 - 490        associates  
       85 - 195        legal assistants and support staff  
  
The hourly rates are subject to periodic increases in the normal   
course of the Skadden's business, often due to the increased   
experience of the particular professional.  
  
The firm's hourly rates are set at a level designed to compensate   
Skadden fairly for the work of its attorneys and legal assistants   
and to cover fixed and routine overhead expenses, including those   
items billed separately to other clients under Skadden's standard   
unbundled rate structure.  Consistent with the Skadden's policy   
to its other clients, Skadden will continue to charge the Debtors   
for all other services provided and for other charges and   
disbursements incurred in the rendition of services.  These   
charges and disbursements include, among other things:  
  
   (1) costs for telephone charges,  
  
   (2) photocopying -- at a reduced rate of $0.10 per page for  
       black and white copies and a higher commensurate charge  
       for color copies;  
  
   (3) travel;  
  
   (4) business meals -- but not overtime meals;  
  
   (5) computerized research;  
  
   (6) messengers;  
  
   (7) couriers;  
  
   (8) postage;  
  
   (9) witness fees; and  
  
  (10) other fees related to trials and hearings.  
  
Charges and disbursements are invoiced pursuant to Skadden's   
policy statement concerning charges and disbursements.  
  
Skadden intends to apply to the Court for allowance of   
compensation for professional services rendered and reimbursement   
of charges and disbursements incurred in these chapter 11 cases   
in accordance with applicable provisions of the Bankruptcy Code,   
the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy   
Rules and orders of the Court.  Skadden will seek compensation   
for the services of each attorney and paraprofessional acting on   
the Debtors' behalf in these cases at the then current standard   
bundled rate charged for those services on a non-bankruptcy   
matter.  
  
Skadden has agreed to accept as compensation the sums as may be   
allowed by the Court on the basis of the professional time spent,   
the rates charged for services, the necessity of these services   
to the administration of the estates, the reasonableness of the   
time within which the services were performed in relation to the   
results achieved, and the complexity, importance, and nature of   
the problems, issues or tasks addressed in these cases.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on September
22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester,
Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $1,626,425,000 in total assets and $1,321,713,000
(excluding the $100,000,000 issue of 6.0% senior subordinated
convertible notes due August 15, 2014 on August 12, 2004) in total
debts.  (Interstate Bakeries Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Ad Hoc Committee Asks for Equity Committee
---------------------------------------------------------------
The Ad Hoc Equity Committee asks the United States Bankruptcy
Court for the Western District of Missouri to appoint an official  
committee of equity security holders in Interstate Bakeries
Corporation and its debtor-affiliates' Chapter 11 cases to ensure
the integrity of the bankruptcy process for shareholders and to
assure the equity holders' adequate representation in the
bankruptcy cases.

Amy E. Rush, Esq., at Sonnenschein Nath & Rosenthal, LLP, in  
Kansas City, Missouri, explains that appointing an official  
equity committee is suited to the Debtors' cases because:

   (a) Just 40 days before the Petition Date, the Debtors closed
       a private placement of $100,000,000 of senior subordinated
       convertible notes with a conversion price of $10.1025 per
       share, which was set at a 34.7% premium to the then stock
       price of $7.50 per share, implying an equity value of
       $340,000,000 as of August 12, 2004.  The Debtors would
       have had to represent to investors that there was equity
       value to support the placement of this convertible debt;

   (b) The Debtors historically had meaningful equity value,
       unlike most other Chapter 11 debtors.  The Debtors' stock  
       traded above $8.00 per share just 30 days before the  
       Petition Date, never traded at levels considered to be  
       "option value," and has continued to trade, rising in  
       price, postpetition:

                       Recent Equity Performance

                                           Share  Implied Equity
       Event                      Date     Price    Value (mm)
       ----------------         --------   -----  --------------
       Most Recent Date         01/01/04   $4.13       $187
       Petition Date            09/22/04    2.05         93
       $100mm Convertible
       Issuance                 08/12/04    7.50        340
       30 Days Prepetition      08/23/04    8.19        372
       60 Days Prepetition      07/23/04   10.07        457

       Ave. 30 days Prepetition             5.44        247
       Ave. 60 days Prepetition             7.27        330
       52 Week High                        15.96        724
       52 Week Low                          2.05         93

   (c) On the Petition Date, a significant portion of the
       convertible debt traded at values in the range of 88 to 90
       cents on the dollar and the senior bank debt has been
       trading in the 97 to 99 cents on the dollar range.  The
       trading price of these debt securities implies that the
       market believes there is a meaningful equity cushion
       beyond the convertible and other unsecured debt claims;  
       and

   (d) On both a balance sheet and market value basis, there is
       meaningful equity value available to the Debtors'
       shareholders:

       * On a balance sheet basis, the Debtors' book value of
         their assets exceed their liabilities by about
         $305,000,000 as of the Petition Date, as represented by
         the Debtors on their petition; and

       * Using the Debtors' last reported financial information,
         when compared to other comparable companies and recent
         comparable transactions, there is meaningful equity
         value available to the Debtors' shareholders, even with
         a significant downward adjustment to these amounts.

According to Ms. Rush, the Ad Hoc Equity Committee cannot protect  
the rights of all shareholders because they owe no fiduciary duty  
to the entire group and are not a substitute for an official  
committee.  Therefore, appointing an official equity committee is  
the only way to ensure adequate representation to shareholders.   
Moreover, neither the Debtors' officers and directors nor any  
other parties in the Debtors' bankruptcy cases can adequately  
protect the shareholders' interests.

The Ad Hoc Committee also believes that the Debtors are not  
hopelessly insolvent.  Their prepetition filings with the  
Securities and Exchange Commission indicate substantial equity  
value that is sufficient to pay all creditors in full and  
distribute value for the benefit of equity holders.

"[The Debtors are] opposed to the appointment of an official  
equity committee," Ms. Rush says.  "The Creditors' Committee, by  
taking the position that there is no equity value in the Company,  
is clearly adverse to the interests of shareholders."

The Ad Hoc Committee asserts that the "substantial likelihood of  
a meaningful distribution" test does not apply as a standard for  
appointing an official equity committee.  Ms. Rush says that the  
"substantial likelihood" standard is unworkable because it would  
require shareholders to prove prematurely that they will receive  
a meaningful distribution under the strict application of the  
absolute priority rule.

"That burden is misplaced because the entire process of  
appointing an official equity committee under Section 1102(a)(2)  
is to provide equal resources (both financial and informational)  
to shareholder parties, so that they will be on a level playing  
field with creditors (through an official committee) whose fees  
are subsidized by the estate and who receive full information,"  
Ms. Rush adds.

Ms. Rush maintains that shareholders need an official equity  
committee to participate meaningfully in the Debtors' bankruptcy  
cases.  Any delay in appointing an official equity committee may  
unduly prejudice shareholders.  Appointing an official equity  
committee now is paramount, as any remaining equity value to  
shareholders may be eaten or given away in favor by other  
constituencies as they resolve disputes, fix claims, and incur  
fees and costs borne by the Debtors' bankruptcy estate.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on September
22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester,
Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $1,626,425,000 in total assets and $1,321,713,000
(excluding the $100,000,000 issue of 6.0% senior subordinated
convertible notes due August 15, 2014 on August 12, 2004) in total
debts.  (Interstate Bakeries Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTRABIOTICS: Evaluating Options Including Possible Liquidation
---------------------------------------------------------------
IntraBiotics Pharmaceuticals, Inc. (Nasdaq: IBPI) reported
financial and operating results for the third quarter and nine
months ended September 30, 2004.

IntraBiotics reported a net loss applicable to common stockholders
of $4.0 million for the third quarter of 2004. Research and
development expenditures totaled $2.1 million, due primarily to
the winding-down of the discontinued clinical trial of iseganan
for the prevention of VAP. General and administrative expenses
totaled $1.1 million, and a restructuring charge of $0.8 million
was recorded for involuntary employee termination benefits, the
termination of operating leases and the write-off of leasehold
improvements.

In June 2004, the Company discontinued its clinical trial of
iseganan for the prevention of VAP following a recommendation of
the independent data monitoring committee. It has since terminated
its iseganan development program, and is now evaluating its
strategic options, including mergers, acquisitions, in-licensing
opportunities, and liquidation of the Company.

On September 30, 2004, the Company had a total of $53.3 million in
cash, cash equivalents, restricted cash and short-term
investments. Current liabilities totaled $2.0 million. The Company
has no long-term debt or other long-term obligations. Based upon
currently projected expenses for the remainder of 2004, the
Company expects to have available cash and investments of between
approximately $46 million and $50 million at December 31, 2004,
after providing for current liabilities. There can be no assurance
that such a range will be achieved, as actual expenditures may
differ significantly from projected expenditures.

Approximately 10.6 million common equivalent shares were issued
and outstanding on September 30, 2004, including 1.7 million
shares underlying outstanding convertible preferred stock.
Assuming the net exercise of in-the-money warrants and options at
the closing price of the Company's stock as quoted on the Nasdaq
National Market as of September 30, 2004, approximately 11.2
million common equivalent shares would be outstanding on Sept. 30,
2004.

                        About the Company

IntraBiotics Pharmaceuticals, Inc., develops and commercializes
biopharmaceutical products for the prevention and treatment of
serious and life-threatening infections. Iseganan, HCl (iseganan)
the Company's candidate product in the protegrin class, is a
synthetic version of a naturally occurring protegrin. Due to its
potent and broad-spectrum antimicrobial properties, iseganan is
believed to have great potential in fighting multi-drug-resistant
bacteria and yeast that cannot be killed using conventional
antibiotics.

At Sept. 30, 2004, the Company listed $53,810,000 in total assets
and $51,830,000 stockholders' equity.  It posted a $3,961,000 net
loss for the quarter ended Sept. 30, 2004.


KAISER ALUMINUM: Court Extends Exclusive Periods Until Feb. 28
--------------------------------------------------------------
Judge Fitzgerald extends the deadline for Kaiser Aluminum
Corporation and its debtor-affiliates to file a plan of
reorganization through and including February 28, 2005.  The
Debtors have until April 30, 2005, to solicit acceptances of that
plan.

With respect to Kaiser Alumina Australia Corporation, Kaiser
Finance Corporation, Alpart Jamaica, Inc., and Kaiser Jamaica
Corporation, Judge Fitzgerald rules that if the Debtors fail to
file a plan or plans of reorganization for the Alumina Debtors,
in a form and substance acceptable to the Debtors and the
Official Committee of Unsecured Creditors, within 10 business
days after:

    (a) the approval of the Settlement and Release Agreement dated
        as of October 5, 2004, by and among the Debtors and the
        Creditors Committee by the Court, and the closing of the
        Alumina Partners of Jamaica Sale and the Queensland
        Alumina Ltd Sale; or

    (b) an earlier date after the execution of the Intercompany
        Settlement Agreement as the Creditors Committee will
        direct in writing -- which date will be no earlier than
        November 20, 2004,
then

    (x) counsel for the Creditors Committee may file an affidavit
        with the Court on notice to interested parties; and

    (y) five business days after the filing of that affidavit, the
        Exclusive Periods for the Alumina Debtors will be
        terminated unless otherwise ordered by the Court.

                           *     *     *

Alpart Jamaica and Kaiser Jamaica filed their Chapter 11 Joint
Plan of Liquidation on October 29, 2004.

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)


KGG LLC: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------
Debtor: KGG, LLC
        PO Box 368
        Wirtz, Virginia 24184

Bankruptcy Case No.: 04-74550

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gregg K. Kuhn                              04-74426

Chapter 11 Petition Date: November 9, 2004

Court: Western District of Virginia (Roanoke)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: A Carter Magee, Esq.
                  Magee, Foster, Goldstein & Sayers, P.C.
                  PO BOX 404
                  Roanoke, Virginia 24003
                  Tel: (540) 343-9800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Kennett & Kennett PC                          $111,843
6244 Peters Creek Road
Roanoke Virginia 24019

Jonathan Rogers PC                             $10,000
PO Box 2886
Roanoke Virginia 24001

W. F. Mason Jr., Esq.                           $2,845
302 Washington Avenue SW
Roanoke Virginia 24016

Daugherty Ronald E Curator                          $1

Gregg K. Kuhn                                       $1

Cutler Marlene                                      $1

Internal Revenue Service                            $1
Insolvency Units

Commonwealth of Virginia                            $1
Department of Taxation - Legal Unit

Internal Revenue Service                            $1
Insolvency Units

Franklin County Treasurer's Office                  $1

Kuhn Marina Operating Company Inc.                  $1

SML Crazy Horse Campground Inc.                     $1

Burnt Chimney Properties Inc.                       $1

The Hopkins Group                                   $1


KMART CORP: SunTrust Asks Court to Decide Rights Under Lease Claim
------------------------------------------------------------------
Kmart Corporation was the lessee from Park Tower, Ltd., successor
to River Parkway Associates, of certain premises located in
Sweetwater, Tennessee, designated by the Debtors as Kmart Store
No. 6192, pursuant to a written lease.  Park Tower was obligated
to SunTrust Bank under an indenture for bond financing which was
secured, inter alia, by a Deed of Trust on the real property where
the Store was situated, the rents, issues, leases, and profits of
the real property, the Lease and the guaranty of Kmart
Corporation.  Pursuant to the documents, which evidenced and
governed the bond financing, Park Tower had assigned the Lease to
SunTrust.  The Debtors rejected the Lease pursuant to Section
365(a) of the Bankruptcy Code.

Kmart was obligated to Park Tower for certain amounts due under
the Lease and, as a consequence of its rejection, Kmart further
became obligated to Park Tower for the damages, subject to the
statutory cap set forth in the Bankruptcy Code Section 502(d)(6).

Park Tower filed Claim No. 28078 on July 12, 2002, with respect to
the Lease Claim.

SunTrust filed Claim No. 36406 on July 29, 2002, predicated on
Kmart's guaranty.  SunTrust's Claim is separate and apart from
Park Tower's Claim.  It should not be construed as a release or
waiver of any rights that SunTrust has with respect to the Lease
Claim or Park Tower's Claim.

Park Tower has no right to any distribution under the Lease Claim
because it has assigned its right and interest to the Lease and
the rents, profits, and benefits from the Lease to SunTrust.  As a
result of the assignment, SunTrust "steps into the shoes" of Park
Tower and is therefore the proper party to maintain the Lease
Claim as set forth in Park Tower's Claim.

Despite SunTrust informing Park Tower that it had no rights to the
Lease Claim, Park Tower still asserts that it is the correct party
to receive any and all distributions on the Lease Claim.

Pursuant to Rule 3001(e)(3) of the Federal Rules of Bankruptcy
Procedure, SunTrust asks the U.S. Bankruptcy Court for the
Northern District of Illinois to determine that it is the rightful
party to maintain the Lease Claim set forth in Park Tower's Claim.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 84; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEAP WIRELESS: Moody's Rates Planned $650M Sr. Sec. Loans at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 senior implied rating to
Leap Wireless International, Inc., and a B1 rating to the proposed
$650 million of senior secured credit facilities available to
Cricket Communications, Inc., among other ratings actions.  The
outlook for these ratings is stable.

The assigned ratings are:

   -- Leap Wireless International, Inc.

      * Senior implied -- B1
      * Issuer rating -- B3
      * Speculative Grade Liquidity -- SGL-1

   -- Cricket Communications, Inc.

      * $150 million senior secured revolving credit -- B1
      * $500 million senior secured term loan -- B1

The B1 senior implied rating reflects:

   (1) the good financial profile of the company tempered by the
       uncertain economics of the company's business model over
       the longer term,

   (2) its higher sensitivity to general economic conditions, and

   (3) the probability that Leap will seek to expand its business
       plan over the intermediate term potentially diluting the
       currently strong credit metrics.

The B1 rating on the $650 million of senior secured credit
facilities available to Cricket Communications, a subsidiary of
Leap Wireless International, reflects the preponderance of these
obligations in the company's debt capital base.

Leap's business model of providing nearly unlimited calling from a
local area (no roaming) for a flat rate has proven quite
attractive in its 39 markets, with 6% penetration of the
25.9 million potential customers in those markets.  This model
requires Leap to be the low cost provider of minutes, and find a
sustainable market for its local, no roaming, wireless offering.
However, Leap is significantly smaller that its principal national
competitors, and has access to significalty lower financial
resources.  As total wireless penetration in the US approaches
60%, all of its competitors are likely to pay more attention on
the market segments attracted to the Cricket service: people with
little credit history, and lower credit quality.

Leap Wireless filed for bankruptcy court protection in April 2003,
unable to support the over $2.4 billion in balance sheet debt
obligations.  The company has emerged from Chapter 11 protection,
and after closing of the new Cricket bank credit facilities the
only balance sheet debt will be the $500 million term loan.  
Despite its former financial difficulties, the company has
launched wireless service in 39 markets and has attracted over
1.5 million subscribers by the end of June 2004.

This is a difficult market to serve profitably as witnessed by
Leap's high churn rate of 3.7% in 2Q04 (down from 4.6% in 2Q03).  
Further, subscriber growth has been choppy recently with negative
net subscriber additions in 4Q03 and only slight growth in 2Q04.  
This may reflect some difficulty managing for growth during the
restructuring process, but in Moody's opinion it also reflects
Leap's sensitivity to soft economic conditions, and the need to
generate ever higher amounts of gross new activations to offset
the high level of churn.  This could become increasingly
challenging as the wireless market further matures and competition
intensifies.

The ratings outlook is stable as reflecting Moody's opinion that
the ratings are unlikely to change over the next 12 to 18 months.  
The ratings could be improved should the company be able to grow
its subscriber base, reduce churn rates closer to 3% per month,
and generate free cash flow in excess of 15% of total debt.  The
ratings could be lowered should the subscriber base erode in
quantity and quality (reflected in ARPU and churn statistics), or
should the company dilute its current financial strength through
large, debt financed expansions into new markets.

The SGL-1 liquidity rating reflects the company's very good
liquidity, pro forma for the bank financing.  Upon closing of the
new bank deal, Leap will have close to $300 million of cash on its
balance sheet and the entire $150 million undrawn revolver
available.  The company should also produce meaningful amounts of
free cash flow (cash provided by operations less capital
expenditures), although some of the company's excess cash will be
used to fund the purchase of spectrum in Fresno, California.  
Amortization requirements for the new term loan are quite modest
initially, and Moody's projects ample covenant cushion.  The
combination of these factors (large cash balance, undrawn
revolver, free cash flow generation, and ample covenant cushion)
produce a very good liquidity profile meriting an SGL-1
speculative grade liquidity rating.

Headquartered in San Diego, Leap Wireless International is a
wireless service provider in 39 markets with 1.55 million
subscribers and LTM revenues of $794 million.


M.A.T. MARINE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: M.A.T. Marine, Inc.
        1 Fish Island
        New Bedford, Massachusetts 02745

Bankruptcy Case No.: 04-19106

Type of Business: The Debtor provides tugboat & towing services.

Chapter 11 Petition Date: November 9, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Victor Bass, Esq.
                  Burns & Levinson LLP
                  125 Summer Street
                  Boston, MA 02110-1624
                  Tel: 617-345-3290

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


MAGNUS FUNDING: Moody's Junks $202 Million Class A Debt Rating
--------------------------------------------------------------
Moody's Investors Service lowered its rating on the U.S.
$202 million Class A Notes issued by Magnus Funding Ltd., a
collateralized debt obligation, to C.  The transaction, which has
been in default, was in the process of a liquidation of the
collateral pool since the rating of the notes were last placed
under review for downgrade.


MARSHALL OIL GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Marshall Oil Group, LLC
        815 North Arendell Avenue
        Zebulon, North Carolina 27597

Bankruptcy Case No.: 04-04097

Type of Business: The Debtor manufactures oil and gas.

Chapter 11 Petition Date: November 10, 2004

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: N. Hunter Wyche, Jr., Esq.
                  Smith Debnam
                  P.O. Drawer 26268
                  Raleigh, NC 27611-6268
                  Tel: 919-250-2000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gary Ellis Marshall           Secured Value:            $182,412
612 North East 29th Dr.       $261,000
Apt. 1
Frt. Lauderdale, FL 33334

Capital Lending Services      Secured Value:             $28,228
P.O. Box 69135                $35,000
Cincinnati, OH 45269

Capital Lending               Secured Value:             $25,074
P.O. Box 69135                $70,000
Cincinnati, OH 45269

Internal Revenue Service                                 $10,198

Wake County Revenue Dept.                                 $8,757

Manifest Funding              Secured Value:              $7,547
                              $35,000

Bankard Services 6906                                     $5,000

Bankard Services #3008                                    $5,000

Franklin County Tax Office                                $2,568

Automated Controls Equipt.                                $2,136

Richmond City Tax Office                                  $1,735

City of Rockingham                                        $1,023

Fleet Capital Leasing         Secured Value:                $754
                              $50

#353 Bilboa FM Operator                                     $204

City of Raleigh                                             $195

Progress Energy                                             $187

Postmaster                                                  $142

Equifax Information Services                                 $50

City of Burlington                                           $23

Copy Service Supply                                          $14


MERRILL LYNCH: Fitch Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Merrill Lynch Mortgage Trust (MLMT), series 2004-BPC1, commercial
mortgage pass-through certificates are rated by Fitch as follows:

   -- $55,381,000 class A-1, 'AAA';
   -- $182,874,000 class A-1A, 'AAA';
   -- $138,500,000 class A-2, 'AAA';
   -- $171,324,000 class A-3, 'AAA';
   -- $48,845,000 class A-4, 'AAA';
   -- $397,195,000 class A-5, 'AAA';
   -- $94,752,000 class AJ, 'AAA';
   -- $1,242,649,659* class XC, 'AAA';
   -- $1,210,412,000* class XP, 'AAA';
   -- $26,407,000 class B, 'AA';
   -- $12,426,000 class C, 'AA-';
   -- $18,640,000 class D, 'A';
   -- $9,320,000 class E, 'A-';
   -- $15,533,000 class F 'BBB+';
   -- $10,873,000 class G, 'BBB';
   -- $15,533,000 class H, 'BBB-';
   -- $6,213,000 class J, 'BB+';
   -- $4,660,000 class K, 'BB';
   -- $6,214,000 class L, 'BB-';
   -- $4,659,000 class M, 'B+';
   -- $3,107,000 class N, 'B';
   -- $3,107,000 class P, 'B-';
   -- $17,086,659 class Q, 'NR'.

*Notional amount and interest only

Classes A-1, A-1A, A-2, A-3, A-4, A-5, AJ, B, C, and D are offered
publicly, while classes XC, XP, E, F, G, H, J, K, L, M, N, P, and
Q are privately placed pursuant to Rule 144A of the Securities Act
of 1933.  Class Q is not rated by Fitch.  The certificates
represent beneficial ownership interest in the trust, primary
assets of which are 94 fixed-rate loans having an aggregate
principal balance of approximately $1,242,649,660 as of the cutoff
date.

For a detailed description of Fitch's rating analysis, see the
Report titled Merrill Lynch Mortgage Trust 2004-BPC1 dated Oct.
21, 2004 available on Fitch Ratings Web site at
http://www.fitchratings.com/


MICROCELL: S&P Withdraws Junk Ratings After Rogers Acquisition
--------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn the ratings on
Microcell Telecommunications Inc. and subsidiary Microcell
Solutions Inc. (both CCC+/Watch Pos/--) following their
acquisition by Rogers Wireless Inc. (RWI; BB/Stable/--).  Rogers
Wireless is likely to repay Microcell's existing senior secured
debt facility in full.  

Microcell had almost C$400 million in senior secured bank debt at
September 30, 2004.  Under the credit facility covenants, a change
of control in Microcell could result in an acceleration of the
debt, which could be exercised at the lenders' option.  In
addition, the debt may be voluntarily prepaid at any time.  We
assume that Rogers Wireless will prepay the debt and refinance it
with new debt to be issued by Rogers Wireless.


MIRANT CORP: Asks Court to Approve Bid Protections for Invenergy
----------------------------------------------------------------
Invenergy Turbine Company, LLC, has expended, and will likely
continue to expend, considerable time, money and energy in
pursuing Mirant Corporation's sale of General Electric Model
PG7241 FA 60 Hz dual fueled combustion turbines and all related
appurtenances, modules, equipment, and other services.  In
recognition of Invenergy's effort, Mirant Corporation and its
debtor-affiliates seek the permission of the U.S. Bankruptcy Court
for the Northern District of Texas to:

   (a) pay Invenergy a topping fee of:

       -- $1,395,000, if the Debtors sell two or more of the
          Turbines to a third party; and

       -- $697,500, if the Debtors sell only one of the
          Turbines to a third party; and

   (b) reimburse Invenergy's reasonable and documented out-of-
       pocket expenses incurred in connection with the Turbines
       Sale of up to:

       -- $600,000, if the Debtors sell three of the Turbines to
          a third party;

       -- $600,000, if the Debtors sell two of the Turbines to a
          third party and Invenergy does not elect to purchase
          the remaining Turbine;

       -- $400,000, if the Debtors sell two of the Turbines to a
          third party and Invenergy elects to purchase the
          remaining Turbines to a third party.

Robin E. Phelan, Esq., at Haynes & Boone, in Dallas, Texas,
explains that the Topping Fee and Expense Reimbursement will be
payable to Invenergy on the closing of a sale by the Debtors to a
third party, provided that the Sale Agreement with Invenergy has
not been terminated by the Debtors due to a material breach by
Invenergy.

An Expense Reimbursement of up to $600,000 will be payable to
Invenergy if the Sale Agreement is terminated by Invenergy due to
a material breach by the Debtors or under certain other conditions
specified in the Sale Agreement.

Mr. Phelan informs the Court that the Bid Protections are material
inducements for, and are conditions of, Invenergy's entry into the
Sale Agreement.  Invenergy is unwilling to commit to open its
offer to purchase the Turbines unless the Court authorizes the
payment of the Topping Fee and Expense Reimbursement.  Absent the
Court's approval of Bidding Procedures and the Bid Protections,
the Debtors may lose the opportunity to obtain what they believe
to be the highest and best, and perhaps the only, available offer
for the Turbines.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Approve Turbine Sale Bidding Procedures
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve
bidding procedures designed to maximize the sale of General
Electric Model PG7241 FA 60 Hz dual fueled combustion turbines and
all related appurtenances, modules, equipment, and other services:

   (a) The deadline for submitting bids for the Turbines will be
       no later than 4:00 p.m. Eastern Time on November 29,
       2004.  If needed, the Debtors will conduct an auction on
       December 3, 2004.

   (b) Potential purchasers must execute confidentiality
       agreements with the Debtors and provide evidence of their
       financial ability to purchase the Turbines and timely
       consummate the sale.   Qualified Bidders who desire to
       make a competing offer for one or more of the Turbines
       must provide the Debtors a written copy of its bid.
       Qualified Bidders must also provide the Debtors with a
       marked copy of the existing Purchase Agreement, which
       shows the proposed amendments and modifications.

   (c) The Marked Agreement, exclusive of any post-closing
       adjustments that do not guarantee additional consideration
       to Mirant Bowline's estate, must provide for total
       consideration to Mirant Bowline of not less than:

       -- $48,645,000 if it is an offer for the purchase of
          three Turbines;

       -- $33,000,000 if it is an offer for the purchase of two
          Turbines; or

       -- $16,500,000 if it is an offer for the purchase of one
          Turbine.

   (d) Qualified Bidders must include in their bid an earnest
       money deposit in the form of:

       -- a fully executed, irrevocable letter of credit issued
          to Mirant Bowline;

       -- a cashier's check made payable to Mirant Bowline; or

       -- cash equal to 5% of the Proposed Consideration.

   (e) Bidding at the Auction will commence with the highest or
       otherwise best bid for the Turbines and continue in
       increments of not less than $100,000 until all parties
       have made their final offers.  At the conclusion of the
       Auction and after review and consideration, the Debtors
       will inform each of the Qualified Bidders of the decision
       regarding who is a Successful Bidder, provided that the
       second highest or otherwise best bid for any number of
       the Turbines will remain open and irrevocable until the
       earlier of the closing of the Sale or 60 days after the
       Court's approval.  If, for any reason, a Successful Bidder
       fails to consummate the purchase of the Turbines or any
       part of it, the Second Highest Bidder is automatically
       deemed to have submitted the highest and best bid.

A full-text copy of the Bidding Procedures is available at no
charge at:

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


As reported in the Troubled Company Reporter on November 3, the
Debtors agreed to sell three Turbines to Invenergy, subject to
higher or otherwise better offers.  Invenergy will pay $46,500,000
for the assets.

                          Sale Hearing

The Debtors ask the Court to hold a sale hearing on Dec. 8, 2004.  
The Debtors will mail notices of the Bid Deadline, the
Auction, and the Sale Hearing to all parties who have an interest
in acquiring the Turbines and other parties-in-interest.  The
Debtors will also publish the Notices in the national edition of
The New York Times and in the Rockland County Times.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MOTHERNATURE.COM: Paying Stockholders $469K in Final Distribution
-----------------------------------------------------------------
MotherNature.com, Inc. (MTHR.OB) reported a final distribution of
liquidation proceeds to its shareholders of record at close of
business on Nov. 15, 2004. The distribution will total
approximately $469,000, or $0.03 per common share, and will be
paid on Nov. 30, 2004. Cumulative liquidating distributions by
MotherNature.com, including this final distribution, total
approximately $18 million, or $1.16 per share.

The Company ceased active business operations in December, 2000
and dissolved in September, 2001. Since that time, the Company has
been engaged in an orderly wind-down of its affairs, including the
liquidation of inventories and fixed assets, sale and license of
various intellectual property, and extinguishment of liabilities.
The Company has filed its Certificate of Dissolution with the
Secretary of State of Delaware.

Shareholders whose mailing address or contact information has
changed should contact Mellon at 800-288-9541 or access the Mellon
Web site at http://www.melloninvestor.com/to update their files.


MOUNT CLEMENS: Fitch Pares Rating on $82.8M Revenue Bonds to 'BB'
-----------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' the rating on
approximately $82.8 million County of Macomb Hospital Finance
Authority hospital revenue bonds, series 2003B (Mount Clemens
General Hospital).  The bonds remain on Rating Watch Negative by
Fitch.

The Rating Watch Negative status is due to the potential of a
qualified audit opinion, which has postponed the release of the
audit.  For the audit to be released without a qualified opinion,
Mount Clemens General Hospital must receive a waiver from all
bondholders, which management expects within the next couple of
weeks.  If Mount Clemens receives the waiver, Fitch anticipates
affirming the bonds and removing them from Rating Watch Negative.
Otherwise, a rating downgrade is likely.

The rating downgrade is primarily due to Mount Clemens' continued
operating losses, which were exacerbated by a 35-day nurses'
strike that ended September 11, 2004, and low debt service
coverage.  Management stated that the overall cost of the strike
was $8 million, including replacement nursing labor costs
($5 million) and declining revenue due to lower utilization levels
($3 million).  The nurses' strike contributed to 15.5% and 4.8%
declines in August and September 2004 discharges, respectively,
compared with those of the prior year.  The decline in discharges
through nine months ended September 30, 2004 (interim period) was
2.3% to 12,206, compared with the same period in 2003.  Through
the interim period, Mount Clemens posted a negative 6.8% operating
margin ($12.5 million loss from operations).  Debt service
coverage was low at 0.3 times (x) through the interim period and
negative 1.4x in fiscal 2003, which led to a rate covenant
violation.  In late 2003, Mount Clemens proactively retained
CapGemini to satisfy the conditions of the violation.

In fiscal 2003, Mount Clemens' negative 14.9% operating margin
($32.8 million loss from operations) reflected approximately
$27 million of audit adjustments, including an understatement of
contractual allowances and an increase in bad debt reserves.  
These revenue and expense adjustments resulted from mid-fiscal
year reviews led by the new chief financial officer.  Mount
Clemens' high debt burden and light liquidity position are
additional concerns.  Through the interim period, Mount Clemens'
debt to EBITDA was 43.4x, well above Fitch's 'BBB' median of 6.5x.
At September 30, 2004, MCGH's unrestricted cash represented
56.4 days of operating expenses and 29% of outstanding debt, which
greatly hinders Mount Clemens' financial flexibility if operating
losses continue, and is close to Mount Clemens' days cash on hand
covenant of 50 days.

Positive credit factors include Mount Clemens' leading market
share and favorable economic characteristics.  Despite operating
in a fragmented market, Mount Clemens maintains a leading 27%
market share in its primary service area.  In January 2004, Mount
Clemens began implementing numerous revenue enhancement and
cost-saving initiatives, as recommended by CapGemini.  Before the
nurses' strike, Mount Clemens met its targeted savings from many
of these initiatives, including a reduction of FTEs and improved
supply chain management.  Although Fitch believes that Mount
Clemens will realize additional savings from CapGemini's
recommendations, labor expenses will be pressured by agency
staffing and the hiring of 25 additional full-time nurses, as
required under the new three-year union contract.  Mount Clemens'
service area is characterized by above-average income levels and
relatively low unemployment despite the concentration of the
automotive industry.

Fitch expects that Mount Clemens' profitability, as supported by
additional operating initiatives, will improve over the medium
term.  However, any deterioration in balance sheet or operating
ratios could lead to additional downward movement in the rating.

Mount Clemens' main operating component is a 288-bed acute care
osteopathic teaching hospital in Mount Clemens, Michigan,
approximately 25 miles northeast of downtown Detroit.  Total
consolidated revenue including affiliates equaled $220 million in
fiscal 2003 (unaudited).  Mount Clemens covenants to provide
annual and quarterly disclosure to bondholders.  Recent disclosure
to Fitch have been timely and thorough, including a balance sheet,
income statement, statement of cash flows, utilization statistics
and management, and discussion and analysis.


NATIONAL ENERGY: Inks Settlement Agreement with Reliant Energy
--------------------------------------------------------------
In accordance with the Court-approved Procedures for Settlement  
of Trade Contracts, National Energy & Gas Transmission, Inc., and  
NEGT Energy Trading - Power, LP, entered into a settlement  
agreement and mutual release with Reliant Energy Services, Inc.,  
and Reliant Energy, Inc.

Pursuant to the Settlement Agreement, Reliant Energy will pay  
$878,077 to NEG and ET Power in full and final satisfaction of  
all claims arising out of a Master Agreement between ET Power and  
Reliant Energy Services, dated September 22, 1998.  The parties  
will release each other from any liabilities whatsoever arising  
out of the Master Agreement.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &  
Preston, LLP, in Baltimore, Maryland, the consummation of the  
Settlement Agreement is advantageous to NEG and ET Power in that  
the agreement approximates the maximum recovery that NEG and ET  
Power could otherwise achieve through litigation while avoiding  
its attendant risks and costs.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


NEW WORLD: Closes Deal with Barbero SRL for Italian Subsidiaries
----------------------------------------------------------------
The Honorable Mary D. France of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania approved the sale of New World
Pasta Company and its debtor-affiliates' interests in their
Italian subsidiaries -- Albadoro S.p.A. and Monder Aliment S.p.A.
-- to Barbero SRL for approximately $1.6 million.

                     About Albadoro and Monder

Albadoro has been losing money since 1987.  New World Pasta had to
shell out $200,000 every month to maintain Albadoro's operations.

On the other hand, Monder's operations are profitable.  As the
sole provider of dry-filled pasta products in the United States,
Monder projects a positive cash flow.  But despite this upbeat
forecast, it has failed to provide dividends for the Debtors.

                          *     *     *

The $1.6 million cash payment will greatly assist the Debtors in
accomplishing a successful reorganization of their businesses.  
The sale provides an immediate solution to the critical labor and
financial strains facing the Debtors.

Because of the potential growth of the dry-filled pasta market,  
Barbero agreed to continually supply New World Pasta with dry-
filled pasta products.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the  
United States. The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004. Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel. Bonnie Steingart, Esq., and Vivek Melwani, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NEW WORLD: Wants to Hire Keen Realty as Real Estate Consultant
--------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
authority to employ Keen Realty, LLC, as its real estate
consultant.

As exclusive agent, Keen Realty will facilitate the sale of the
Debtors' Omaha Property, consisting approximately of 8.59 acres of
developed land.

The Debtors propose to pay Keen Realty directly from the sale
proceeds:

     * 3% if the property will sell up to $2.5 million;

     * 4% if the property sells for a price greater than $2.5
       million but not more than $3.5 million; or

     * 5% if the property sells for a price greater than $3.5
       million

The Firm's professionals will bill the Debtors at their current
hourly rates:

             Designation             Rate
             -----------             ----
          President/Chairman         $500
          Executive Vice President    425
          Vice President              350
          Director                    200
          Researcher                  125

Matthew Bordwin, at Keen Realty, assures the Court that the Firm
is "disinterestedness" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the  
United States. The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004. Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel. Bonnie Steingart, Esq., and Vivek Melwani, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NOMURA ASSET: Fitch Lifts Rating on $33.7M Class B-2 Certs. to BB
-----------------------------------------------------------------
Fitch Ratings upgrades Nomura Asset Securities Corp.'s commercial
mortgage pass-through certificates, series 1996-MDV as follows:

   -- $48.7 million class A-4 to 'AAA' from 'AA';
   -- $11.2 million class A-5 to 'AAA' from 'A+';
   -- $48.7 million class B-1 to 'AA' from 'BB';
   -- $33.7 million class B-2 to 'BB' from 'B'.

In addition, classes are affirmed:

   -- $25 million class A-1A at 'AAA';
   -- $352 million class A-1B at 'AAA';
   -- $7.5 million class A-1C at 'AAA';
   -- Interest-only classes CS-1 and CS-2 at 'AAA';
   -- $45 million class A-2 at 'AAA';
   -- $52.4 million class A-3 at 'AAA';
   -- $24.4 million class S-1 at 'BBB-'.

Fitch does not rate class B-2H.

The upgrades are due to the anticipated defeasance of the second
largest loan, Marriott Residence II (20.1%), which is expected to
close on November 12, 2004.

As of the October 2004 distribution date, the pool's total
principal balance has been reduced by 16.2% to $648.7 million from
$773.7 million at issuance, due to the repayment of one loan and
amortization on eight of the nine remaining fixed-rate loans.  The
collateral will consist of government securities (78.1%) from the
full defeasance of five loans and partial defeasance of two loans,
three crossed pool loans secured by 29 geographically diverse
properties and one single asset hotel loan.

Although Fitch remains concerned with the remaining collateral,
two are hotel loans, which have seen recent improvement and two
are partially defeased loans.

The Buena Vista loan (6.6%) is secured by a convention hotel
located in Lake Buena Vista, Florida.  Although Fitch net cash
flow -- NCF -- for the year ended 2003 declined approximately 11%
since YE 2002, it remains 22.4% higher than at issuance.  In
addition, the borrower reports a significant increase in September
2004 year-to-date -- YTD -- total revenues (7.6%) and net
operating income (21.1%) over YTD September 2003.  The YE 2003
debt service coverage ratio -- DSCR -- is 2.50 times (x) compared
to 2.68x for the YE 2002 and 1.62x at issuance.

The Innkeepers Portfolio loan (3.9%) is collateralized by eight
extended stay hotels.  Although the adjusted NCF for trailing 12
months June 2004 has declined 19.6% since issuance, the trend
since 2003 is positive primarily due to the recovering performance
of three hotels located in the San Jose, California market (39% of
allocated loan balance).  The corresponding DSCR remains strong at
2.14x compared to 2.41x at issuance.

The Shaner/AEW loan (8.7%) is partially defeased with 18 of its
original 35 hotel properties remaining.  Adjusted NCF for YE
December 2003 for the 18 remaining properties increased slightly
compared to YE 2002, but has declined by 29.5% from issuance.  
Although Fitch is concerned with the decline in NCF, the partial
defeasance, eighteen-year amortization schedule, and current low
loan exposure of approximately $23,018 per room mitigate the
refinance risk.

The Horizon loan (9.1%) is partially defeased with three of its
original four factory outlet centers remaining.  After accounting
for the defeasance, the YE 2003 Fitch DSCR was 1.49x compared to
1.55x at issuance.  The average occupancy for the remaining
properties is 86.5% as of June 30, 2004.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral.  Fitch compared each loan's
stressed debt service coverage ratio -- DSCR -- for the year ended
December 2003 to the DSCR at issuance.  DSCR's are based on Fitch
adjusted net cash flow and a stressed debt service based on the
current loan balance.


NORSE CBO: Moody's Reviewing Class C's B3 Ratings & May Upgrade
---------------------------------------------------------------
Moody's Investors Service upgraded its rating of the following
Class of Notes issued by Norse CBO, Ltd., a collateralized debt
obligation issuance:

   -- $60,000,000 Senior Secured Class B Fixed Rate Notes from A3
      on watch for possible upgrade to Aa3 remaining on watch for
      possible upgrade.

Moody's noted that the transaction, which closed in August of
1998, has experienced improvement in overcollateralization levels.  
The underlying collateral pool consists primarily of
non-investment grade corporate debt obligations.  The rating of
the Class B Notes was placed on the Moody's watchlist for possible
upgrade on July 22, 2004.

Moody's stated that the rating assigned to the Class B Notes,
prior to the rating action taken, is no longer consistent with the
credit risk posed to investors.

Moody's also announced that as part of the rating monitoring
process it has placed the following Classes of Notes issued by
Norse CBO, Ltd. on the Moody's watchlist for possible upgrade:

   (1) $27,000,000 Subordinated Class C-1 Floating Rate Notes
       currently rated B3.

   (2) $37,000,000 Subordinated Class C-2 Fixed Rate Notes
       currently rated B3.

Moody's explained that watchlist for possible upgrade status
reflects Moody's opinion that the credit quality of the Class
C-1 Notes and Class C-2 Notes may be improving.

Rating Action: Upgrade

Issuer: Norse CBO, Ltd.

The rating of this Class of Notes has been upgraded:

   -- U.S. $60,000,000 Class B Senior Secured Fixed Rate Notes
      from A3 on watch for possible upgrade to Aa3 remaining on
      watch for possible upgrade.

Rating Action: Placement on Watchlist for Possible Upgrade:

Issue: Norse CBO, Ltd.

The ratings of these Classes of Notes have been placed on the
Moody's watchlist for possible upgrade:

   -- U.S. $27,000,000 Subordinated Class C-1 Floating Rate Notes
      currently rated B3.

   -- U.S. $37,000,000 Subordinated Class C-2 Fixed Rate Notes
      currently rated B3.


NYLIM STRATFORD: Moody's Reviewing B Ratings & May Downgrade
------------------------------------------------------------
Moody's Investors Service placed these two classes of securities
issued by NYLIM Stratford CDO 2001-1 Ltd. on watch for possible
downgrade:

   (1) the U.S.$32,000,000 Class C Fixed Rate Notes Due 2036; and

   (2) the U.S.$16,000,000 Stated Amount of 1% Cumulative
       Preferred Shares.

The Moody's rating of the Preferred Shares only addresses the
ultimate receipt of the "Stated Amount" (originally
U.S.$16,000,000, and as reduced by all distributions in excess of
a 1% dividend) plus required dividends on such amount.

According to Moody's, today's action results from deterioration in
the credit quality of the collateral pool supporting the issuer's
liabilities.  Moody's noted that, treating securities in the
issuer's pool of collateral that are under review for downgrade as
though they have been downgraded by one rating subcategory, the
current weighted average rating factor of this originally
investment grade rated collateral pool is in excess of 850
(indenture limit is 540, Baa3 rating factor is 610) and that
nearly 15% of the portfolio is currently rated Baa3 or lower
(indenture limit is 7.5%).

Moody's noted that this investment grade asset-backed
resecuritization closed on April 11, 2001 and is managed by New
York Life Investment Management LLC.

Rating Action: Review for Downgrade

Issuer: NYLIM Stratford CDO 2001-1 Ltd.

Class Description: US$32,000,000 Class C Fixed Rate Notes Due 2036
Prior Rating:      Baa3
Current Rating:    Baa3 on watch for possible downgrade

Class Description: U.S.$16,000 Stated Amount of 1% Cumulative
                   Preferred Shares
Prior Rating:      Ba3
Current Rating:    Ba3 on watch for possible downgrade


OAO SEVERSTAL: S&P Puts B+ Corporate Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Russian steel company OAO Severstal on
CreditWatch with developing implications.  This action follows
Severstal's nonbinding offer to acquire the assets of Canadian
steel company Stelco Inc. (D/--/--), which is currently under
bankruptcy protection. The terms of the bid are subject to
approval by the government, labor unions, and other parties.

"The CreditWatch placement reflects the uncertainty about the
terms of the bid, particularly the amount of postretirement
benefits to be assumed and the price to be paid, and about the
integration of Stelco with Severstal," said Standard & Poor's
credit analyst Elena Anankina.

"The 'B+' rating on Severstal is already constrained by the
company's appetite for M&A, and, although Severstal's bid is
nonbinding, Stelco would be a weighty acquisition that might
exceed the flexibility built into the current rating. Furthermore,
it might significantly change Severstal's cost position, leverage,
asset composition, and resilience to steel industry cycles," added
Ms. Anankina.

The rating on Severstal could come under pressure if the company
assumes a significant part of Stelco's postretirement liabilities
and if Stelco fails to achieve a competitive cost structure and
generate positive free cash flow through the cycle.

Nevertheless, the rating could be raised if the enlarged company
is able to generate positive free cash flow, even at the low
points of the steel cycle.  The Stelco acquisition would provide a
larger and more diversified asset base that combines low-cost
facilities in Russia with higher value-added production close to
large customers in North America.  The fact that a significant
proportion of production and revenues would be generated in North
America may help to reduce the negative impact of Russia country
risk on Severstal's rating going forward.

OAO Severstal is the principal operating company within a major
Russia-based industrial group with substantial assets in
metallurgy; mining; automobile manufacture; machinery;
transportation and other businesses.  The company's principal
activity is the production and sale of steel and steel products.
The Group operates more than 30 plants in 14 regions of Russia and
in the United States, produces approximately 14 million tons of
steel annually, and exports to more than 100 countries.


ORMET CORP.: Gets Court Okay to Reject 2 CBAs
---------------------------------------------
At the conclusion of a three-day evidentiary hearing, the
Honorable Barbara J. Sellers of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Ormet Corporation, Ormet
Primary Aluminum Corporation, Ormet Aluminum Mill Products
Corporation, Specialty Blanks Holdings Corporation, Specialty
Blanks, Inc., Formcast Development, Inc., and Ormet Railroad
Corporation to reject two collective bargaining agreements.

The Debtors filed a "conditional application" pursuant to 11
U.S.C. Sec. 1113 for relief from their collective bargaining
agreements with employees at their reduction plant and rolling
mill in Hannibal, Ohio, in the event that consensual agreements
cannot be reached.  The Official Committee of Unsecured Creditors
in Ormet's chapter 11 cases supported the Debtors' request.

The United Steelworkers of America, the authorized representative
of Ormet's employees, opposed the Debtors' application.  

                  Agreement with Local No. 5724

The Debtors proposed 13 modifications to their agreement with the
Local No. 5724, affecting 900 employees at the Reduction Plant,
and projected to save $9.4 million annually:

   * No change in wage rates;

   * Offer Ormet Bonus Profit Sharing Plan, so that 8% of
     profits are distributed to the employees' 401(k) plan and to
     eligible participants;

   * Levelize vacations over 52 weeks;

   * Modify vacation pay calculation from 44 to 40 hours;

   * Introduce monthly employee contributions to health insurance:
     $50 Single, $70 Double, $90 Family per month;

   * Replace prescription drug plan with three-tier formulary
     plan;

   * Implement employee option to elect cash payment up to $4,000
     per year in lieu of all benefits;

   * Eliminate the two-year supplemental unemployment benefit
     program and medical related benefits during future layoff;

   * Freeze existing defined benefit retirement plan and eliminate
     pension supplements;

   * Implement new medical plan that provides future retirees with
     option to participate in an HMO or opt out of coverage in
     exchange for cash payment;

   * Eliminate T-bid (temporary job bid) language;

   * Reduce headcount by implementing manning changes and
     consolidating Reduction Plant and Rolling Mill storerooms;
     and

   * Modify contracting out language to allow more flexibility in
     the use of contractors for various maintenance tasks.

                  Agreement with Local No. 5670

The Debtors proposed 14 modifications to their agreement with the
Local No. 5670, affecting 496 employees at the Rolling Mill, and
projected to save $5.2 million annually:

   * No change in wage rates;

   * Offer Ormet Bonus Profit Sharing Plan, so that 8% of
     profits are distributed to the employees' 401(k) plan and to
     eligible participants;

   * Levelize vacations over 52 weeks;

   * Modify vacation pay calculation from 44 to 40 hours;

   * Modify overtime solicitation procedure;

   * Eliminate Quarterly Achievement Bonus;

   * Introduce monthly employee contributions to health insurance:
     $50 Single, $70 Double, $90 Family per month;

   * Replace prescription drug plan with three-tier formulary
     plan;

   * Implement employee option to elect cash payment up to $4,000
     per year in lieu of all benefits;

   * Eliminate the two-year supplemental unemployment benefit
     program and medical related benefits during future layoffs;                                                 

   * Freeze existing defined benefit retirement plan and eliminate
     pension supplements;

   * Implement new medical plan that provides future retirees with
     option to participate in an HMO or opt out of coverage in
     exchange for cash payment;

   * Reduce headcount by consolidating Reduction Plant and  
     Rolling Mill storerooms; and

   * Modify contracting out language -- allow more flexibility in
     the use of contractors for various maintenance tasks.

The statutory framework for the Debtors' request is set forth in
11 U.S.C. Sec. 1113.  

                      Court Explains Ruling

The testimony and other evidence adduced at the hearing, Judge
Sellers says, established that the Debtors made a proposal to the
USWA right after their bankruptcy filing.  The Debtors delivered
their proposals to the USWA on March 11, 2004, and did not file
their conditional application for relief from the collective
bargaining agreements until September 22, 2004.  

The proposal provides for modifications that the Debtors believe
are necessary to permit their reorganization to go forward.  The
Court notes that there was no real challenge either to the
necessity of the modifications or to the equitable spread of these
provisions among the employees and retirees of the two plants and
the sacrifices to be made by the various other constituencies in
Ormet's cases.

The USWA submitted its counter-proposal on October 5, 2004.  Judge
Sellers observes that there was substantial evidence that certain
of the USWA's proposals, with their resulting financial impact,
would not achieve the labor cost savings all parties agree are
required.

Judge Sellers notes that the USWA refused to accept the Debtors'
proposals without just cause.  Although the USWA denies that
charge and insists that it has insufficient information and wishes
to bargain in good faith, the evidence establishes otherwise,
Judge Sellers says.  

Judge Sellers says that while she understands the USWA's concerns
about the Debtors' long-term viability and the absence of
structural changes in the Debtors' proposals, the need for
economic concessions is uncontested.  It is also clear that the
USWA rejected the Debtors' proposals early on, in a manner that at
least appeared to discourage meaningful efforts at negotiations.

Judge Sellers additionally finds that the balance of the equities
clearly favors rejection of the collective bargaining agreements.
The USWA, as a member of the Committee, has known for many months
that the terms of a plan of reorganization were being widely
discussed.  The resulting plan is consensual as to all major
constituencies except for the USWA.  All of these constituencies
will be sacrificing rights they held prepetition.  

With the anticipated steep increase in electricity costs beginning
in January 2005, the Debtors need to reduce all of their
controllable costs of which labor costs are a significant factor.
Every employee group is impacted and will share in these cost
reductions.  The Court regrets that the hourly employees may have
to give up certain provisions that are important to their economic
security.  Some of the gains they have made in prior collective
bargaining agreements, however, are no longer sustainable in the
economic climate currently existing within the aluminum
manufacturing industry.  That reality has to be taken into
account, Judge Sellers says.

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum  
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products. The Company
and its debtor-affiliates filed for chapter 11 protection on
January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255). Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts. When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


OWENS CORNING: Objects to Lakehill Environmental Claim
------------------------------------------------------
Owens Corning and its debtor-affiliates object to Claim No. 7223
filed by Lakehill Associates, Inc., for an amount "undetermined
but in no event less than $500,000."

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates between 1965 and 1995, the Debtors manufactured
and sold fiberglass tanks for the underground storage tank
business to Fluid Containment, Inc., now known as Containment
Solutions, Inc.  Under the transaction, the Debtors retained
liability for warranty and product-related claims with respect to
the USTs it had manufactured.  The Disputed Claim concerns
property located at 4000 Hempstead Turnpike in Bethpage, New York,
owned by Lakehill and operated as a gas station by a third party.

According to Lakehill, the fiberglass USTs manufactured by the
Debtors were installed at the Property and that as a result of a
defect in one of those USTs, "gasoline was released into the
environment causing continuous contamination of and damage to the
Property (specifically to the soil and groundwater onsite)."

Ms. Stickles alleges that the Disputed Claim does not indicate
either:

    -- the date the debt was incurred; or

    -- the date that the rupture of the UST and resulting
       environmental contamination occurred or were discovered by
       Lakehill.

Nevertheless, documents establish that Lakehill knew of the
alleged defects in the Owens Corning UST, the resulting release of
petroleum causing environmental contamination, and Lakehill's
obligation to incur the expense of environmental mediation well
before the Petition Date.

Ms. Stickles relates that the Debtors investigated a warranty
claim regarding a "problem" with Owens Corning UST at the Property
in 1991 and found buckles, a split and a crack in that tank.  The
investigation report was addressed to the Property.  Lakehill
served a notice of claim with respect to that tank failure and
resulting environmental contamination on Owens Corning in 1996.  
In June 2000, Lakehill entered into a Stipulation with the New
York State Department of Environmental Conservation pursuant to
which Lakehill committed to "clean up and remove a discharge of
petroleum which occurred at 4000 Hempstead Turnpike, Bethpage, New
York."

Despite the fact that the alleged failure of the Owens Corning UST
at the Property and Lakehill's obligation to clean up resulting
environmental contamination both occurred well before the Petition
Date, Lakehill apparently asserts that its claim is entitled to
administrative priority.  It appears that the Disputed Claim was
filed as a protective proof of claim by Lakehill in the event the
Court did not allow its administrative claim.  A review of the
claims registry, however, reveals that Lakehill has not filed an
administrative claim in the Debtors' cases.  Lakehill further
asserts that "its claim against the Debtor is a non-dischargeable
claim pursuant to Section 523 of the Bankruptcy Code."

Ms. Stickles argues that Claim No. 7223, should be disallowed and
expunged on three grounds:

    (a) Lakehill failed to provide adequate documentation in
        support of its claim;

    (b) To the extent that it be allowed, the Disputed Claim is a
        general unsecured non-priority claim; and

    (c) The claim is dischargeable because Section 523 does not
        apply to the Debtors.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OWENS CORNING: Legal Battle Ensues Over Review of Medical Records
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 12, Credit
Suisse of First Boston, as agent for the bank lenders of Owens
Corning and its debtor-affiliates, asked Judge Fullam of the U.S.
District Court for the District of Delaware to:

   (a) set up procedures:

        (i) for the prompt production of a random sampling of
            Medical Records, including X-rays, from asbestos
            personal injury claimants who have claims alleging
            non-malignant asbestos personal injuries against Owens
            Corning, as well as

       (ii) to establish a document depository for inspection by
            experts retained by CSFB; and

   (b) modify the Scheduling Order dated August 19, 2004,
       regarding claims estimation issues, to allow the Bank
       lenders sufficient time to conduct their own study.  The
       modification is necessary for the Banks to prepare their
       case in light of the recent disclosure of the Friedman,
       Vasquez and Mayer Reports that the Debtors concealed, as
       well as the recent Johns Hopkins study.  The Banks seek
       adjournment and modification of the January 13, 2005,
       estimation trial date.

                            Responses

(A) Futures Representative

James J. McMonagle, the legal representative for future claimants,
argues that CSFB's request would delay the Debtors' cases by at
least six months or so, and, in all probability, far longer.  
According to CSFB's proposed order, the process of reviewing the
medical records would take at least 191 days, even without
counting the inevitable delays.

Since the Official Committee of Asbestos Personal Injury Claimants
does not have custody or control over the Medical Records being
requested by the Bank Debt Holders, Sharon M. Zieg, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, says, the
Bank Debt Holders will have to subpoena them from the 1,000
personal injury claimants.  Thus, the process is likely to drag on
for a substantial period of time, thereby preventing the Debtors
from emerging from these Chapter 11 cases and further delaying
distributions to deserving creditors.

Ms. Zieg asserts that CSFB erroneously presumes that it is
necessary for the Asbestos Estimation to result in a precise
valuation of asbestos personal injury claims through a claims
allowance and disallowance process.  The very reason that
bankruptcy courts are empowered to estimate claims under Sections
502(c) and 524(g) of the Bankruptcy Code is so that litigation can
be minimized and the court can arrive at a reasonable, though
inexact, approximation of the value of the claims in question.

Neither the Bankruptcy Code nor the Federal Rules of Bankruptcy
Procedure provides guidelines for the means by which claims are to
be estimated by the bankruptcy courts.  Therefore, it has been
held that bankruptcy judges may use any method that is consistent
with the policy underlying the Bankruptcy Code, that a
"reorganization must be accomplished quickly and efficiently."

Thus, the Futures Representative asks Judge Fullam to deny CSFB's
request in all respects.

(B) Asbestos Claimants Committee

The Official Committee of Asbestos Claimants asserts that CSFB's
request must be denied for five reasons:

     (1) Owens Corning's decision to settle weaker claims reflects
         a calculated decision to avoid the risk of trial, thus,
         Owens Corning's settlement history must be considered in
         its entirety to accurately reflect Owens Corning's
         liability;

     (2) the Bank Debt Holders' proposed Random Sample as a basis
         for challenging non-malignant claims ignores the
         medically authoritative 2004 American Thoracic Society
         standards for the Diagnosis and Initial Management of
         Nonmalignant Diseases Related to Asbestos, which require
         neither impairment nor a 1/0 x-ray for diagnoses of non-
         malignant asbestos-related diseases;

     (3) by drawing only from pending unsettled cases, the Random
         Sample would be biased and fail to accurately represent
         the universe of non-malignant claims filed against Owens
         Corning;

     (4) the CSFB Motion is an unfair attempt to re-litigate the
         parameters of the estimation process; and

     (5) the CSFB Motion is procedurally flawed and based on
         erroneous assumptions.

(C) Debtors

"Stripped of its scurrilous distortions of the Debtors' record
concerning estimation discovery and its extraneous excursion into
the merits of the valuation of non-malignancy claims for
estimation purposes, CSFB's motion -- filed on the eve of the
fourth anniversary of the Debtors' petition for bankruptcy -- is
reduced to a request that the [District] Court reconsider its
August 19 Scheduling Order and adjourn the estimation hearing for
at least six months, and more likely a full year, to permit CSFB's
new counsel to conduct a study that its predecessor counsel could
have sought at any time during the past four years," Norman L.
Pernick, Esq., at Saul Ewing, LLP, in Wilmington, Delaware, says.

Mr. Pernick argues that nothing in CSFB's request should change
the District Court's determination in its August 19 Scheduling
Order that "the data now available -- the Debtor's claim history,
the experience in other cases, etc. -- viewed in light of the
expert testimony at the scheduled hearing, should probably suffice
for Claims Estimation purposes."  According to Mr. Pernick, the
only alleged changed circumstance is that CSFB has seen a
Pulmonary Function Test and X-ray study prepared by Dr. Gary
Friedman for the Debtors and a similar study published by Dr.
Joseph N. Gitlin in Academic Radiology.  "But the fact that others
have generated studies that CSFB interprets as favorable to its
position provides no cause for adjourning the estimation hearing
to permit CSFB to generate a third study of the same subject under
its own sponsorship."

The Debtors ask Judge Fullam to deny CSFB's request because:

     (1) The supposedly fraudulent nature of unimpaired non-
         malignancy claims against the Debtors has been a central
         theme of the Official Committee of Unsecured Creditors
         and the Banks since the inception of Owens Corning's
         bankruptcy proceedings.  If the sampling study
         contemplated by CSFB's counsel is so important, there is
         no good reason why the Banks could not have initiated
         that study considerably earlier.

     (2) The proposed study is essentially cumulative of the
         Friedman Report and the Gitlin Study, and CSFB is in no
         way materially prejudiced by the absence of a third study
         of its own creation.  Most importantly, the proposed
         study would cause a material delay of the estimation
         hearing in a bankruptcy that is already over four years
         old.  Perhaps recognizing that a request for a trial
         adjournment to create new evidence in a four-year old
         proceeding would ordinarily be flatly denied, CSFB
         strives mightily to blame the Debtors for the Banks' own
         failure to commence the study earlier.

     (3) While the Debtors believe that detailed discussion of the
         appropriate valuation of unimpaired non-malignancy claims
         is well beyond the scope of CSFB's Motion, CSFB's
         misunderstanding of the relationship between the
         contractual impairment criteria in the Debtors' National
         Settlement Program agreements and the compensability of a
         claim in the tort system is so profound as to require
         immediate correction.  Contrary to the Banks' apparent
         view that unimpaired claims have no settlement value,
         unimpaired plaintiffs can and do bring their cases to
         trial and sometimes win large jury verdicts.  These
         claims have settlement value in the tort law system, and
         any rational estimation of the value of claims against
         the Debtors must take this fact into consideration.

                Bondholders and Century Support CSFB

King Street Capital Management, L.L.C., D.E. Shaw Laminar
Portfolios, L.L.C, Harbert Management Corporation, Canyon Partners
Inc., and Lehman Brothers, Inc., are in agreement with the Banks
that the Plan's valuation of asbestos personal injury claims at
$16 billion is not only significantly overstated, but is
inappropriately based on the Debtors' highly questionable
prepetition claims settlement practices.

Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America, and Central
National Insurance Company believe the discovery sought by CSFB is
well within the parameters of the type of discovery permitted in
asbestos bankruptcies, can be accomplished in a reasonable period
of time, and is necessary to accomplish the claims estimation
process.

According to Century, Judge Kathryn C. Ferguson recently
authorized discovery of the evidence underlying a sample of the
approximately 110,000 current asbestos claimants that had asserted
claims in another asbestos bankruptcy, In re Congoleum Corp.,
United States Bankruptcy Court, District of New Jersey,
Case No. 03-51524 (KCF).  The experience in In re Congoleum Corp.
demonstrates that the discovery sought by CSFB can be provided
with little burden and in a reasonable period of time.  By
agreeing to pursue a sample of claimants, CFSB's proposal will
ensure that the claimant files that need to be pulled is broadly
distributed so that the burden of responding does not fall on any
one plaintiffs' firm.  As aptly argued by CSFB, without an
evaluation of that data, there cannot be an accurate and legally
supportable estimation of the Debtors' asbestos liabilities.

Thus, the Bondholders and Century fully support CSFB's request for
an order:

    (i) establishing a procedure for requiring the production of
        medical records from certain asbestos-related personal
        injury claimants;

   (ii) authorizing the establishment of a document depository;

  (iii) establishing a schedule for the production of expert
        reports and expert depositions; and

   (iv) modifying the schedule set forth in the Court's scheduling
        order dated August 19, 2004, regarding claims estimation
        issues, and establishing a hearing date to determine a new
        schedule.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PARMALAT: Farmland Asks Court to Approve Puzino Dairy Settlement
----------------------------------------------------------------
Farmland Dairies, Inc. -- a Parmalat USA Corporation debtor-
affiliate -- and Puzino Dairy, Inc., entered into a supply
agreement dated November 8, 2000, which set forth the principal
terms of Puzino's agreement to purchase milk and other products
from Farmland on an exclusive basis.  The Supply Agreement
provides for an initial term through November 10, 2004, with
provision for automatic renewal subject to certain notice
requirements by either Puzino or Farmland.

Contemporaneous with the execution of the Supply Agreement, Puzino
also executed a Security Agreement, pursuant to which Puzino
pledged to Farmland all of Puzino's inventory and accounts
receivable from its sale of the Products.  In addition, Vincent
Puzino, as sole owner of Puzino, along with Glenn Puzino and Craig
Puzino, executed personal guaranties of the obligations of Puzino
pursuant to a Guaranty Agreement.

Beginning early January 2004, Puzino alleged that Farmland was
overcharging Puzino for the purchase of Products and began
withholding payments due to Farmland under the Supply Agreement.  
On February 10, 2004, Farmland and Puzino participated in informal
mediation discussions with the State of New Jersey Department of
Agriculture Division of Dairy and Commodity Regulation regarding
Puzino's allegations with respect to prices charged for Products,
but no resolution was reached.  Subsequently, on Feb. 11, 2004,
and again on March 19, 2004, Puzino filed notice with the DOA,
stating that it intended to switch to a new supplier and asserting
that it had no outstanding indebtedness due to Farmland.

On March 2, 2004, and again on March 25, 2004, Farmland notified
Puzino that Puzino's failure to pay certain accounts receivable,
totaling $1,762,154, for Products delivered by Farmland were
breaches of the Supply Agreement and violations of the automatic
stay.  Moreover, Farmland informed Puzino that its Notice to
Change Suppliers was also a breach of the Supply Agreement and in
violation of the automatic stay.

On March 31, 2004, Puzino filed a request to lift the stay,
alleging that Farmland had overcharged Puzino in breach of the
terms of the Agreement, and failed to deliver Products to Puzino
within the times specified in the Agreement.  Farmland denied the
allegations.

On April 2, 2004, pursuant to its order implementing certain
notice and case management procedures, the U.S. Bankruptcy Court
for the Southern District of New York held a chambers conference
in which counsel for Farmland, Puzino and the Official Committee
of Unsecured Creditors participated by teleconference. Based on
the representations made by the counsel during the chambers
conference, the Court set a hearing on the Puzino Lift Stay Motion
for April 22, 2004.  On April 15, 2004, at Farmland's request, the
Court held a second chambers conference, at which time the Court
clarified the scope of the hearing on the Puzino Lift Stay Motion,
indicating that it would not reach the merits of the disputes at
the hearing.

Because Farmland and Puzino sought an expedited final
determination of the disputes, the Court approved a Stipulation
regarding the Puzino Lift Stay Motion.  Under the Stipulation,
Farmland agreed to, among other things, reduce on an interim
basis, Puzino's per-gallon Milk payment by $0.13 proportionately
for types of units of Milk sold subject to the Supply Agreement,
and Puzino agreed to pay all amounts due and owing for the
Products provided by Farmland under the Supply Agreement on a cash
on delivery basis.  The Parties agreed that this arrangement would
remain in effect until the Court made a final determination with
respect to the disputes.

In addition, the Stipulation deemed the Puzino Lift Stay Motion
withdrawn, and required the Parties to exchange within 10 days
statements setting forth their positions and allegations with
respect to the disputes, as well as related discovery requests,
and the Court had set June 30, 2004, as the deadline to complete
all discovery.  The Stipulation provided that, at the conclusion
of discovery, the Parties would be able to submit dispositive
motions on the disputes and oral argument on them would take place
no later than August 4, 2004.  Furthermore, within 15 days of
ruling on any dispositive motion, an evidentiary hearing to
resolve the disputes would be scheduled, and both Parties agreed
to submit to the exclusive jurisdiction of the Court, and that the
Court's ultimate determination regarding the Disputes would be
binding.

On June 24, 2004, the Court approved the Stipulation.  The
Discovery Cut-Off was also extended to July 30, 2004, and a
hearing on any submitted dispositive motions was scheduled to take
place on September 7, 2004.

On September 29, 2004, the Court approved a Revised Stipulation
and Order regarding discovery, mediation and briefing schedule of
the price dispute, delivery dispute and payment dispute, pursuant
to which Order discovery cut-off was eventually extended to
October 29, 2004, and oral argument on any dispositive motion was
extended to November 29, 2004.  Pursuant to this revision, the
Parties also agreed, in an effort to avoid additional litigation
costs, that they would attempt to resolve the disputes during a
one-day non-binding mediation session on October 5, 2004.

After mediation and extensive arm's-length negotiations, Farmland
and Puzino have agreed to resolve the disputes and all outstanding
issues arising under and related to the Supply Agreement.  
Accordingly, on October 15, 2004, Farmland and Puzino entered into
a Settlement Agreement containing these salient terms:

    (a) Puzino will pay Farmland $850,000 in accordance with the
        payment schedule detailed in the Settlement Agreement;

    (b) Farmland will exercise its best efforts to effectuate
        Puzino's change to a new supplier before November 10,
        2004;

    (c) Until the Agreement terminates, Farmland will continue to
        reduce Puzino's per-gallon Milk payment by $0.13
        proportionately for types of units of Milk sold subject to
        the Agreement and Puzino will continue to pay all amounts
        for products provided by Farmland on a COD basis;

    (d) The parties exchange mutual releases.

Accordingly, Farmland asks the Court to approve the Settlement
Agreement.

The Settlement Agreement will bring $850,000 into Farmland's
estate and allow it to avoid lengthy, costly and uncertain
litigation of the disputes.  Farmland would incur substantial
expense in seeking to prove the details of its agreements with
Puzino regarding pricing for Products.  To complete discovery and
gather all necessary evidence for the litigation of the Parties'
claim would alone be costly and burdensome.

Moreover, the Settlement Agreement provides Farmland with the
opportunity to sever its strained relationship with Puzino prior
to the Agreement Expiration Date, and resolve all disputes with
Puzino that have consumed the time of Farmland's management and
legal counsel for several months.

Farmland believes that the Settlement Agreement will preserve and
maximize the value of its estate by concluding what has been a
long and expensive process, and avoiding litigation with an
uncertain outcome.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.  
(Parmalat Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PEGASUS: Junior Lenders Want to Collect Interest & Prepayments
--------------------------------------------------------------
Wilmington Trust Company, as administrative agent under an
Amended and Restated Term Loan Agreement, dated as of August 1,
2003, among Pegasus Satellite Communications, Inc., and the
lenders from time to time party thereto, asks the Court to allow
payment of:

     (i) the 2% Fixed Early Payment Amount -- $2,157,138;

    (ii) the Post-Default Rate of Interest -- $791,579; and

   (iii) interest on the Prepayment Premium and Default Interest
         at the Post-Default Rate through and including the date
         of payment, which is about $58,000.

A number of facts critical to the determination that Wilmington
Trust is entitled to payment of the contractual Prepayment
Premium, Default Interest and interest on those amounts are
undisputed between Wilmington Trust, the Debtors and the
Committee:

    (a) The Credit Agreement is a binding contract that was
        negotiated at arm's length by sophisticated parties with
        legal and other representation;

    (b) Wilmington Trust's claims are secured by cash;

    (c) The principal and accrued interest on the Junior Term Loan
        were paid by the Debtors with the Committee's consent
        prior to the maturity date contained in the Credit
        Agreement;

    (d) DIRECTV, Inc.'s termination of the DBS Agreement on
        June 1, 2004, and NRTC's notice that the Member Agreements
        would terminate on August 31, 2004, constituted pre-
        bankruptcy Events of Default under the Credit Agreement;

    (e) Wilmington Trust did not interfere with the Debtors'
        bankruptcy proceedings or formally sought to enforce any
        of its rights other than those granted to it; and

    (f) The senior noteholders at Pegasus Satellite Communications
        represent the vast majority of unsecured claims against
        the Debtors and will likely recover over 60% of the par
        amount of their claims.

Gayle H. Allen, Esq., at Verrill & Dana, LLP, in Portland, Maine,
asserts that combining these facts with the relevant legal
authority yields only one conclusion -- Wilmington Trust is
entitled to be paid the Prepayment Premium and Default Interest
and the interest having accrued on those amounts.

To receive a contractual premium triggered by the voluntary
payment of obligations under a loan agreement before maturity, a
secured creditor must demonstrate that:

   -- its claim is oversecured by more than the amounts sought;

   -- payment of the obligations under the loan was voluntary; and

   -- the premium amount is reasonable.

There is no dispute that Wilmington Trust's claim is oversecured
by amounts in excess of the Prepayment Premium.  There also can be
little argument that the applicable Prepayment Premium of 2% of
the principal and accrued interest as of the payment date is well
within the bounds of reasonableness.  However, the Debtors and the
Committee will assert that the Debtors did not "voluntarily" pay
the principal and accrued obligations on the Junior Term Loan
because the Junior Term Loan "matured" on the Petition Date as a
result of the automatic acceleration triggered by Pegasus'
bankruptcy filing and Wilmington Trust planned to take actions in
the Debtors' cases to ensure an early payment of its claims and
thus cannot be said to have been paid voluntarily.  Ms. Allen
argues that to the extent that the Debtors and the Committee
advance these arguments, they will be without merit based on the
actions of the Debtors, the Committee and Wilmington Trust, and
the relevant legal precedent.

In September 2004, the Debtors, with the Committee's support,
sought to pay in full the principal balance and accrued interest
on the Junior Term Loan to reduce the continuing accrual of
interest on the Junior Term Loan.  Pursuant to a stipulation, the
loan obligations were paid on September 20, 2004.  There can be no
question that the Debtors' payment of the loan obligations was
voluntary and occurred before the Credit Agreement's stated
maturity of August 1, 2009.  For purposes of claim analysis and
repayment or restructuring negotiations, secured and other claims
are often treated as "accelerated" after a bankruptcy filing, but
that technical acceleration does not void creditor claims for
contractual amounts accruing over time.  Ms. Allen insists that
relevant authority and common sense simply do not support the
proposition that a contractual prepayment premium is nullified
when a borrower files for bankruptcy.  Section 506(b) of the
Bankruptcy Code provides exactly the opposite in its explicit
recognition of the ability of an oversecured creditor to collect
"interest, and any reasonable fees, costs, or charges provided for
under the agreement under which such claim arose."  To prohibit
the enforcement by an oversecured creditor of a contractual charge
like a prepayment premium would rewrite Section 506(b) and
substitute judicial discretion for unambiguous statutory language.

Similarly, to determine that Wilmington Trust's conduct in the
Debtors' bankruptcy cases required it to forfeit its right to
collect a contractual prepayment premium that was otherwise due
would be absurd, Ms. Allen says.  Almost immediately after being
informed of the Debtors' "cornerstone" litigation strategy,
Wilmington Trust arrived at the same conclusion that the Court
later reached -- the litigation could not undo the prepetition
actions of DIRECTV and the NRTC, and the value of the Debtors'
business, as well Wilmington Trust's ability to recover any
portion of its claims, would plummet unless the Debtors'
subscriber base was sold to DIRECTV or a satellite competitor
before August 31, 2004.

It was Wilmington Trust who noted that the Debtors' assets were
the equivalent of a "melting ice cube" at the hearings on the
Debtors' initial bankruptcy motions.  It was also Wilmington
Trust and the senior secured lenders who voiced their concerns to
the Committee, and, with less than a month left before the
August 31, 2004, termination of the Member Agreements and the
collapse of the Debtors' asset value took the lead in the
preparation of a comprehensive motion to approve a sale of the
Debtors' subscriber base without the Debtors' consent.
Wilmington Trust and the senior secured lenders shared their work
product with the Committee and DIRECTV, who had precisely the same
concerns as the lenders.

Shortly thereafter, the Committee, DIRECTV and the Debtors, with
the approval of Wilmington Trust and the senior secured lenders,
negotiated the sale of the Debtors' subscriber base to DIRECTV.
Not surprisingly, portions of the materials prepared by
Wilmington Trust and the senior secured lenders appeared in the
pleadings submitted by the Debtors and the Committee in support of
the sale to DIRECTV.

Accordingly, Ms. Allen asserts that any argument by the Committee
that the actions taken by Wilmington Trust in the Debtors'
bankruptcy proceedings should prevent it from being paid the
Prepayment Premium -- to which it is contractually entitled -- is
ridiculous.  Wilmington Trust never formally took any action in
the Debtors' cases, let alone any action that worked to the
detriment of the expeditious resolution of the Debtors' cases, and
instead worked behind the scenes with the senior secured lenders
and the Committee to ensure that creditors received significant
recoveries and that the Debtors' Chapter 11 cases did not end in
utter failure.

Thus, under any examination, paying the loan obligations was
voluntary and the payment of the Prepayment Premium is warranted.
There is no bright line test to determine when a secured creditor
is entitled to receive default interest in a bankruptcy
proceeding.  Generally, however, where there is a contractual
entitlement to default interest, a secured creditor is entitled to
payment unless doing so would prove inequitable -- in which the
primary concerns are the reasonableness of the default rate and
the damage done to junior creditors if the default interest is
paid.  There is no dispute that the termination of the DBS
Agreement and the NRTC notice of termination of the Member
Agreement constituted prepetition Events of Default under the
Credit Agreement.  There also can be little argument that the
post-default increase in the interest rate on the Junior Term
Loan of 2.5% is reasonable.

However, the Debtors and the Committee are likely to claim that
the payment of the Default Interest to Wilmington Trust will
reduce recoveries to junior creditors who will not be paid in full
and is therefore inequitable.  Wilmington Trust's Allowed Claim of
over $107,000,000 is senior to about $800,000,000 in senior
noteholder claims and about $125,000,000 in subordinated
noteholder claims.  Given the proceeds from the sale of the
Debtors' subscriber base and the $75,000,000 minimum in
anticipated proceeds from the sale of the Debtors' television
station assets, the senior noteholders will recover cash in excess
of approximately 60% of the par value of their claims and the
subordinated noteholders will receive nothing due to their
contractual subordination to the senior noteholders.  While it is
true that creditors junior to Wilmington Trust will receive less
if Wilmington Trust is paid the Default Interest, the damage to
those creditors would be minimal, to the extent that there would
be any damage at all.

Importantly, the senior noteholder claims, which represent the
overwhelming majority of the unsecured obligations at the
Debtors' corporate level where the Junior Term Loan was issued,
are owned principally by sophisticated distressed investors who
purchased their claims at a discount to par value and who will
receive a cash distribution from the Debtors' estates that likely
is in excess of the purchase price of their claims.  The payment
of Wilmington Trust's Default Interest of $791,579 also will have
a de minimis impact on the senior noteholders from a purely
economic standpoint, as the senior noteholders will receive over
$400,000,000 in cash from the proceeds of the sale of the Debtors'
assets.  Paying Wilmington Trust's Default Interest would reduce
the recovery to the senior noteholder claims by 0.2%, and even
less in the likely event that the auctioned sale of the Debtors'
television station assets generates proceeds above the current
$75,000,000 stalking horse bid.  In addition, due to their
contractual subordination, subordinated noteholders will still
recover nothing in the event that Wilmington Trust does not
receive the Default Interest.  Thus, there simply is no valid
argument for preventing payment of the Default Interest to
Wilmington Trust.

The Debtors and the Committee do not dispute that Wilmington
Trust is entitled to receive interest on the Prepayment Premium
and the Default Interest in the event that the Court authorizes
the payment of either or both amounts.  However, the Debtors and
the Committee dispute what rate of interest should apply to those
payments.  Once again, both Section 506(b) of the Bankruptcy Code
and the Credit Agreement are instructive.  Section 506(b) permits
the payment of interest to an oversecured creditor and the Credit
Agreement instructs that the applicable rate is the default rate
of 2.5% above the interest on the Junior Term Loans, or 15%.

If the Prepayment Premium and Default Interest are both awarded by
the Court, the interest payable to Wilmington Trust will be about
$58,000.  Ms. Allen relates that paying this modest amount is
equitable and respects the agreement entered into between Pegasus
and Wilmington Trust.

                         Committee Objects

The Official Committee of Unsecured Creditors asks Judge Haines to
deny the Junior Lenders' request.  The Committee believes that
paying the Junior Lenders' requested amounts is completely
unjustified and represents a windfall to the Junior Lenders, to
the substantial detriment of the Debtors' unsecured creditors.

Jacob A. Manheimer, Esq., at Pierce Atwood, in Portland, Maine,
notes that based on the equities of the Debtors' cases, the
Junior Lenders' request for payment of Default Interest is
entirely inappropriate because:

    (1) the Junior Lenders faced no risk of non-payment since
        they were assured of being paid as a result of the DIRECTV
        Offer to purchase the DBS business;

    (2) the Junior Lenders' contract or base interest rate
        provided them with an appropriate market rate of return;

    (3) paying the Default Interest would negatively impact the
        unsecured creditors' recovery in the Debtors' cases; and

    (4) the Junior Lenders bore no increased monitoring costs
        after the event of default.

Similarly, the Junior Lenders' request for Prepayment Penalties is
not appropriate because:

    (1) The Prepayment was involuntary because:

        -- the Junior Lenders effectively forced the Sale of the
           Debtors' satellite assets; and

        -- the Debtors are liquidating all of their assets;

    (2) The Junior Lenders' Prepayment Penalty formulas are
        fundamentally flawed; and

    (3) The Junior Lenders could have loaned the amounts
        collected by the Prepayment to other borrowers.

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. Maine. 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)


PENN TRAFFIC: Wants Exclusive Period Extended Until Jan. 24
-----------------------------------------------------------
The Penn Traffic Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for an
extension, through and including January 24, 2005, within which
they alone can file a chapter 11 plan.  The Debtors also ask the
Court for more time to solicit acceptances of that plan from their
creditors, until March 26, 2005.

This is the Debtors' sixth request for an extension of their
exclusive periods.  The Debtors' exclusive period to file a plan
is currently set to expire on November 26, 2004.  

The Debtors filed their Joint Plan of Reorganization and
Disclosure Statement on August 20, 2004.

The Debtors want to pursue multiple compelling proposals for a
potential sale-leaseback transaction they have received involving
most of their owned stores and distribution center properties.

Penn Traffic would use the net cash proceeds from the proposed
sale-leaseback transaction to repay all of its senior secured bank
debt in full, to invest in continuing to modernize and enhance its
store base, and for other working capital needs.  The Company
plans to emerge from Chapter 11 debt-free, and with substantial
cash reserves.

In the event that the Debtors elect to enter into a binding sale-
leaseback agreement, they would have to file an amended plan of
reorganization and disclosure statement that would include a
detailed description of the sale-leaseback transaction and the
resulting adjustments to Penn Traffic's capital structure.

Thus, the Debtors need more time to enter into a binding sale-
leaseback agreement, amend the Plan and Disclosure Statement,
solicit acceptances from their creditors, and seek confirmation
from the Court of their amended Plan.

The Debtors assure the Court that an extension of their exclusive
periods will not prejudice the legitimate interests of any
parties-in-interest, and will instead afford those parties the
opportunity to participate in the beneficial objectives of a
consensual Plan of Reorganization.

The Court will convene a hearing on November 18, 2004, to consider
the Debtors' extension motion and approval of the Debtors'
Disclosure Statement.

Headquartered in Rye, New York, The Penn Traffic Company
distributes through retail and wholesale outlets. The Group
through its supermarkets carries on the retail and wholesale
distribution of food, franchise supermarkets and independent
wholesale accounts. The Company filed for chapter 11 protection on
May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison, represent
the Debtors in their restructuring efforts. When the grocer filed
for protection from their creditors, they listed $736,532,614 in
total assets and $736,532,610 in total debts.


PENN TRAFFIC: Committee Hires FTI Consulting as Financial Advisors
------------------------------------------------------------------               
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of The Penn
Traffic Company and its debtor-affiliates permission to employ FTI
Consulting, Inc., as its financial advisors.

Penn Traffic will:

    a) assist the Committee in the review of financial related
       disclosures required by the Court, including Monthly
       Operating Reports;

    b) assist in the review of financial information distributed
       by the Debtors to creditors, including:

          (i) cash flow projections and budgets,

         (ii) cash receipts and disbursement analysis,

        (iii) analysis of various assets and liability accounts,
              and
  
         (iv) analysis of proposed transactions for which Court
              approval is sought;

    c) attend meetings and assist in discussions with the Debtors,
       the Committee and other parties in interest and
       professionals hired by the Debtors and the Committee;

    d) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' chapter 11 proceedings; and

    e) render other general business consulting services and other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with FTI Consulting's role as
       financial advisor and not duplicative of services provided
       by other professionals in the Debtors' chapter 11
       proceedings.

Steven Simms, a Managing Director at FTI Consulting, discloses
that the Firm will be paid Advisory Fees at $150,000 per month,
commencing from October 1, 2004, and until the termination of its
engagement with the Committee.

Mr. Simms adds that the Fee is subject to change dependent on the
amount of services FTI Consulting will provide to the Committee
and will be re-evaluated from time to time.

FTI Consulting does not represent any interest adverse to the
Committee, the Debtors or their estates.

Headquartered in Rye, New York, The Penn Traffic Company
distributes through retail and wholesale outlets. The Group
through its supermarkets carries on the retail and wholesale
distribution of food, franchise supermarkets and independent
wholesale accounts. The Company filed for chapter 11 protection on
May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison, represent
the Debtors in their restructuring efforts. When the grocer filed
for protection from their creditors, they listed $736,532,614 in
total assets and $736,532,610 in total debts.


PG&E NATIONAL: USGen Taps Patton Boggs as Benefits Counsel
----------------------------------------------------------
USGen New England, Inc., sought and obtained the U.S. Bankruptcy
Court for the District of Maryland's approval to employ Patton
Boggs, LLP, nunc pro tunc to August 20, 2004, as special
employment and benefits counsel.  Patton Boggs will provide USGen
with legal services relating to employment and benefits law
matters including general employee counseling, litigation with
employees, and various other employee benefit matters involving
issues arising from qualified retirement, health and welfare
benefit plans.

USGen selected Patton Boggs as benefits counsel because of the  
firm's expertise in employment and benefits law matters.   
Moreover, USGen believes that Patton Boggs is both well qualified  
and uniquely able to represent it in its Chapter 11 case in a  
most efficient and expeditious manner in connection with the  
particular matters for which Patton Boggs is retained.

On August 5, 2003, Patton Boggs was retained by National Energy &
Gas Transmission, Inc., to serve as special employment and
employee benefits counsel in connection with NEG's Chapter 11
case.  By and through Patton Boggs' retention in NEG's case, it  
has developed a greater understanding and familiarity of the  
various employment related issues that are likely to arise in  
USGen's case.

Patton Boggs will be paid in accordance with the firm's customary  
hourly rates for services rendered.  Patton Boggs will also be  
reimbursed for expenses according to its customary reimbursement  
policies.  Specifically, Patton Boggs' hourly rates are:

            Partners                      $350 - 600
            Associates & Counsel           180 - 355
            Legal Assistants                80 - 200

Sally D. Garr, a Partner at Patton Boggs, assures the Court that  
the members and associates of Patton Boggs do not have any  
connection with or any interest adverse to USGen, its creditors,  
or any other party-in-interest.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an  
affiliate of PG&E Generating Energy Group, LLC, owns and operates  
several electric generating facilities in New England and  
purchases and sells electricity and other energy-related products  
at wholesale.  

The Debtor filed for Chapter 11 protection on July 8, 2003 (Bankr.  
D. Md. Case No. 03-30465). John E. Lucian, Esq., Marc E.  
Richards, Esq., Edward J. LoBello, Esq., and Craig A. Damast,  
Esq., at Blank Rome, LLP, represent the Debtor in their  
restructuring efforts. When it sought chapter 11 protection, the  
Debtor reported assets amounting to $2,337,446,332 and debts  
amounting to $1,249,960,731.


PLAINS PRODUCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Plains Produce, LLC
        1457 East 9th Street
        Minden, Nebraska 68959

Bankruptcy Case No.: 04-43949

Type of Business: The Debtor is a fruits and vegetables retailer.

Chapter 11 Petition Date: November 8, 2004

Court: District of Nebraska (Lincoln Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: John C. Hahn, Esq.
                  Jeffrey, Hahn, Hemmerling & Zimmerman
                  4701 Van Dorn, Suite 1
                  Lincoln, NE 68506
                  Tel: 402-483-7711
                  Fax: 402-483-6133

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
United Nebraska Bank          Second Mortgage         $1,200,000
424 West Ave.
Holdrege, NE 68949

Small Business                Third Mortgage          $1,100,000
Administration
11145 Mill Valley Road
Omaha, NE 68154-3949

Minden Exchange Bank          Operating Note            $550,000
448 N. Minden Ave
Minden, NE 68959

Nebraska Dept. of Economic                              $250,000
Development

David Grams                   Operating Note            $240,000

Orlan Grams                   Operating Note            $200,000

Safety-Kleen Oil Co.                                    $101,877

Greentex BV                                             $100,000

Seil Construction                                        $62,000

City Of Minden                TIF Bonds                  $48,000
                              Secured Value:
                              $12,500

Sun Parlour-Growers                                      $41,741

US Bank Corp Equipment                                   $38,500
Finance Co.

Mesa Oil                                                 $36,025

Hellman & Main                                           $34,576

Fibre Dust LLC                                           $26,500

Mike Eggers Ltd.                                         $23,300

Kearney County Treasurer      2003 Property Taxes        $23,057

Univar                                                   $22,784

Cline Williams Law                                       $22,648

EPCO                                                     $18,437


POLYMER RESEARCH: Look for Bankruptcy Schedules on Nov. 18
----------------------------------------------------------                 
Polymer Research Corp. of America asks the U.S. Bankruptcy Court
for the Eastern District of New York for more time to file its
Schedules of Assets and Liabilities, Statement of Financial
Affairs, and Schedule of Executory Contracts and Unexpired Leases.  
The Debtor is requesting an extension until November 18, 2004, to
file those documents.

The Debtor explains that its chapter 11 case is complex because it
has more than 100 creditors and has more than $5 million in
liabilities.  The Debtor relates that its President and Chief
Executive Officer, Carl Horowitz, has recently been hospitalized
and his input is critical in the compilation of the documents
necessary for the Schedules.

The Debtor adds that its request for an extension is without
prejudice to its right to seek a further extension from the Court
if it finds it necessary to do.

Headquartered in Brooklyn, New York, Polymer Research Corp. of
America -- http://www.polymer-ny.com/-- is a company devoted to  
research and development utilizing a proprietary process called
chemical grafting. The Company filed for chapter 11 protection on
October 1, 2004 (Bankr. E.D.N.Y. Case No.  04-24036).
Randy M. Kornfeld, Esq., at Stavis & Kornfeld LLP, represent the
Debtor in its restructuring. When the Debtor filed for protection
from its creditors, it listed $15,000,000 in total assets and
$5,033,000 in total liabilities.


PORTOLA PACKAGING: S&P Slices Corporate Credit Ratings to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Portola
Packaging, Inc., including its corporate credit rating to 'B-'
from 'B'.

At the same time, the ratings were removed from CreditWatch, where
they were placed on October 19, 2004, with negative implications
following concerns regarding the company's weak operating
performance for the remainder of fiscal 2004.  San Jose,
California-based Portola had approximately $199 million of total
debt outstanding at Aug. 31, 2004.  The outlook is negative.

"The downgrade reflects the continuation of weaker-than-expected
operating profitability and cash flow generation during the
important fiscal fourth quarter, which resulted in additional
deterioration to Portola's already weak liquidity position," said
Standard & Poor's credit analyst Franco DiMartino.  Additionally,
Portola's liquidity position could weaken further during upcoming
quarters as a result of unabated competitive pressures and
continued increases in plastic resin prices due to elevated crude
oil and natural gas costs.  Consequently, the ratings could be
lowered again if Portola is unable to preserve sufficient
availability under the company's secured revolving credit facility
and begin to substantially improve operating results.

The ratings on Portola reflect the company's very aggressive debt
leverage, limited financial flexibility, modest size of
operations, and a narrow product line offset by its defensible
niche positions in mostly stable end markets and favorable
geographic diversity.  With annual sales of about $240 million,
Portola produces tamper-evident plastic closures for packaging
applications in dairy, fruit juices, water, and other
noncarbonated beverage and food products.


RCN CORPORATION: Objects to IBM Patent Infringement Claims
----------------------------------------------------------
On April 26, 1999, International Business Machines Corporation  
sent a letter to David C. McCourt, Chairman and CEO of RCN  
Corporation, advising that IBM had completed an analysis of RCN  
Corp.'s Internet Service Provider business and that RCN Corp.  
required a license to several IBM patents.  During 1999 and 2000,  
the parties had some discussions regarding IBM's claims, but they  
have had no substantive discussions since then.

On August 11, 2004, IBM filed Claim No. 1424 for $37,600,000  
against RCN Corp.  On September 24, 2004, IBM asserted Claim Nos.  
1420 to 1423, and 2041 to 2045, in unliquidated amounts against  
RCN Corp.'s subsidiaries.  IBM did not provide any indication of  
why it believes it has claims against the Subsidiary Debtors or  
how its alleged claims would be calculated.

David C. McGrail, Esq., at Dechert, LLP, in New York, relates  
that the IBM Claims provide none of the documentation that is  
necessary to support a patent infringement claim -- like a claim  
chart, identification of which claims of which patents have  
allegedly been infringed, or a calculation of damages -- let  
alone expert reports and other evidence required to support a  
patent infringement claim.

A sum total of IBM's "proofs of claim" is one vague sentence.   
The Claims are allegedly based on the infringement of many IBM  
patents, including U.S. patent numbers 4,805,135, 5,319,542,  
5,442,771, 5,758,072, 5,347,632, and 5,796,967, by Erols  
Internet, Inc., the Debtors' purported predecessor-in-interest.

According to Mr. McGrail, IBM's $37,600,000 Claim vastly exceeds  
the amount of any demand made by IBM before the Petition Date.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to disallow the Claims because the  
Claims are:

   (a) not supported by sufficient evidence;

   (b) without merit, as IBM's patents have not been infringed or
       are invalid;

   (c) barred by the laches, estoppel, or 35 U.S.C. Section 286;

   (d) barred by IBM's patent misuse and other conduct in
       violation of the antitrust laws;

   (e) barred by IBM's prior licenses;

   (f) barred by IBM's failure to comply with 35 U.S.C.
       Section 287; and

   (g) duplicative.

                          IBM Responds

The Debtors fail to establish grounds for disallowing IBM's  
patent infringement claims.

Steven W. Meyer, Esq., at Oppenheimer Wolff & Donnelly, LLP, in  
Minneapolis, Minnesota, contends that IBM submitted properly  
filed claims.  Each proof of claim was in writing, set forth  
IBM's claim, and substantially conformed to the appropriate  
Official Form.  Additional documentation was not required to put  
the Debtors on notice of the IBM patent infringement claims.

Furthermore, even if the Court concludes that IBM lacked  
sufficient documentation, that determination alone is not enough  
to disallow IBM's Claims.  The courts in Ashford v. Consolidated  
Pioneer Mortgage (In re Consolidated Pioneer Mortgage), 178 B.R.  
222 (B.A.P. 9th Cir. 1995)(aff'd by 91 F.3d 151 (9th Cir. 1996));  
In re Stoecker, 5 F.3d 1022 at 1028 (7th Cir. 1993); In re Los  
Angeles International Airport Hotel Assoc., 196 B.R. 134 (B.A.P.  
9th Cir. 1996)(aff'd by 106 F.3d 1479 (9th Cir. 1997)), held that  
the failure to submit appropriate documentation does not provide  
substantive grounds for disallowance of a claim.  Rather, it  
merely determines which party will have the burden of proof  
moving forward on the objection.

IBM will supply more than enough information and documentation to  
support its Claims.

Mr. Meyer also asserts that the Debtors' allegation -- that the  
Claims are without merit because either IBM's patents were not  
infringed or are invalid -- is completely false.  During  
negotiations between IBM and the Debtors, IBM presented detailed  
proof of the Debtors' infringement of the IBM patents.  The  
infringement proofs clearly and directly proved that IBM's Claims  
against the Debtors are valid.

IBM's Claims are not barred by laches, estoppel, or 35 U.S.C.  
Section 286.  The equitable defense of laches pertains to the  
filing of an infringement lawsuit not as a defense to a claim in  
bankruptcy.  The Debtors have failed to establish the requisite  
estoppel elements of misleading conduct on IBM's part and  
material prejudice resulting from the Debtors' detrimental  
reliance on IBM's conduct.  Additionally, negotiations between  
IBM and the Debtors continued and additional infringement  
evidence was presented.

The Debtors' argument that IBM's Claims are barred by the  
doctrine of license is simply incorrect.  IBM has established  
that the Debtors' products, not Web browsers, infringe IBM's  
patents.  Therefore, any license IBM might have in place with Web  
browser companies is irrelevant.

IBM's Claims are not barred by 35 U.S.C. Section 287 because IBM  
provided legally sufficient notice of infringement in its April  
1999 letter and its presentation of the infringement proofs.

IBM's Claims are not barred by patent misuse.  There is no  
evidence that IBM used its "patent portfolio as a weapon to  
coerce" prospective licensees as the Debtors allege.

IBM's Claims are not intended to be duplicative.  The $37,600,000  
Claim is based on the reported and consolidated revenue for RCN  
Corp., as IBM was able to discern from public records.  The  
liability of each subsidiary will depend on the extent each  
participated or profited from the Internet service provider  
business.  The publicly available information does not provide  
this information and can only be determined through discovery.   
Once IBM obtains information regarding the business activity of  
the subsidiaries through discovery, the amount of the various  
claims can be determined.

For these reasons, IBM asks the Court to:

   -- overrule the Debtors' Objection;

   -- establish a schedule for discovery and a date for an
      evidentiary hearing; and

   -- require the Debtors to pay its Claims.

             Debtors Want IBM Claims Estimated at $0

Because there is no basis for any of the IBM Claims, David C.  
McGrail, Esq., at Dechert, LLP, in New York, contends that each  
Claim should be estimated at $0.

Under Section 502(c) of the Bankruptcy Code, Mr. McGrail asserts  
that the Court is required to estimate the IBM Claims for  
purposes of allowance, to prevent undue delay in the confirmation  
and implementation of the Debtors' Joint Plan of Reorganization.

Estimation of Claim No. 1424 is necessary to avoid delaying the  
distributions to which the Debtors' creditors would be entitled  
under the Plan.  In addition, the estimation of the Subsidiary  
Claims is necessary, among other reasons, because it is a  
condition to the Plan going effective that the total claims  
against these entities not exceed $500,000 without the consent of  
the Official Committee of Unsecured Creditors.

The $37,600,000 IBM Claim is substantial.  The failure to resolve  
or estimate the Claim promptly could have a material adverse  
effect on or delay the implementation of the Plan and, in  
particular:

   (a) the amount and form of initial distributions to holders of
       allowed claims against RCN Corp. under the Plan;

   (b) the amount of stock and cash the Debtors are required to
       withhold in the Distribution Reserve pursuant to the Plan;
       and  

   (c) the amount and timing of any final distribution of stock
       or cash remaining in the Distribution Reserve pursuant to
       the Plan.

The distributions to the Debtors' legitimate creditors should not  
be held hostage due to IBM's decision to file an unsupported  
litigation claim of this magnitude, Mr. McGrail says.

Although the Debtors believe that the Claim filed against the  
Subsidiary Debtors are without merit and will eventually be  
disallowed and expunged in their entirety, they are unlikely to  
be resolved through the Objection until after the Confirmation  
Hearing.  Until the Subsidiary Claims are resolved or estimated,  
the total of all claims under Class 6 could exceed $500,000 and  
the Debtors could risk triggering Plan Section III.C.6.b,  
significantly delaying and disrupting the Plan confirmation  
process.

Unless and until Claim No. 1424 is estimated, the Debtors will  
not be able to determine whether the aggregate amount of cash to  
be distributed to holders of allowed claims against RCN Corp.  
that elect to receive cash would exceed $12,500,000, and will not  
be able to make the full amount of stock distributions promised  
to the holders.

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)    


REBECCA KNIGHT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rebecca A. Knight, M.D., S.C.
        dba Balanced Health Resource Center
        5111 North Glen Park Place
        Peoria, Illinois 61614

Bankruptcy Case No.: 04-85036

Type of Business: Internal Medicine

Chapter 11 Petition Date: November 10, 2004

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: B. Kip Shelby, Esq.
                  Rafool & Bourne, PC
                  411 Hamilton Boulevard #1600
                  Peoria, IL 61602
                  Tel: 309-673-5535

Total Assets: $195,147

Total Debts:  $3,099,210

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Miller Cullinan Joint         03 LM 1561              $2,278,000
Venture                       04 LM 1615
c/o Cullinan Properties       voided lease
One Technology Plaza          through January 31,
211 Fulton                    2011
Peoria, IL 61602

Union Planters Bank NA        (2000) Equipment,         $400,000
4516 N. Sterling Ave.         fixtures receivables,
Peoria, IL 61615              inventory, and
                              guarantor
                              secured value:
                              $174,047

Internal Revenue Service      2002 and 2003 taxes       $100,000

Dwayne & Kim Harris           Full amount of debt       $100,000
                              claimed is unknown.
                              Creditor used title
                              of CEO of Rebecca A.
                              Knight, M.D., S.C.

Hunziker & Walton LLC                                    $37,805

Medical Manager Network                                  $32,101
Services

Central Illinois X-ray        (2003) unperfected         $21,910
                              purchase agreement

RK Dixon Co.                                             $18,101

Illinois Dept. of Revenue     2003 taxes                 $15,000

Consolidated Communications   04 LM 114                  $13,461

John Deere Health                                        $12,610

Blair D. Hunt                                            $10,400

AAA Entertainment Radio Group                             $7,709

Times Newspaper                                           $4,851

Blair D. Hunt                 Commissions/wages           $4,600

Regent Broadcasting of        04 SC 804                   $4,053
Peoria

Stericycle                                                $3,962

Methodist Medical Center                                  $3,586

Health Link                                               $3,138

Molleck Publications          Debt of Balanced            $2,770
                              Health Resource
                              Center for which
                              debtor may be liable


RELIANCE: Creditors Want Modified Disclosure Statement Approved
---------------------------------------------------------------
On November 2, 2004, the Official Unsecured Creditors' Committee
delivered to the U.S. Bankruptcy Court for the Southern District
of New York a reorganization plan for Reliance Financial Services
Corporation and related disclosure statement.

The Creditors' Committee filed, essentially, the same plan of
reorganization that was formulated by the Official Unsecured Bank
Committee.  The Creditors Committee altered the Bank Committee's
Plan by including the particulars of the Committees' stipulation
with the Pension Benefit Guaranty Corporation, which has been
approved by the Court. The economic terms of the Creditors
Committee's Plan are identical to those of the Bank Committee's
Plan.

Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe, in New  
York City, tells Judge Gonzalez that RFSC's case "is currently  
standing at the eve of confirmation of a plan of reorganization  
that apparently has been stalled by an apparent disagreement  
between that plan's sponsor, the Official Unsecured Bank  
Committee and High River Limited Partnership," over changes to  
the Bank Committee's Plan based on the PBGC's claims.  The lack  
of progress is "extremely disappointing."  The continued delay is  
costing creditors money in the form of additional administrative  
claims, and there is no end in sight.

To bring the case to a conclusion, the Creditors Committee has  
taken essentially the same plan of reorganization that was  
previously filed by the Bank Committee and voted on by creditors,  
taken essentially the same disclosure statement that was  
previously approved by the Court as containing "adequate  
information" and circulated to creditors, and modified both to  
incorporate the terms of the PBGC Stipulation.  The PBGC  
Stipulation has been approved by the Court but not reflected in  
the Bank Committee's Plan or Disclosure Statement.

By this motion, the Creditors' Committee asks Judge Gonzalez to  
approve the "modified" Disclosure Statement before submitting the  
modified Plan for creditor approval.

The Creditors Committee assures the Court that the Disclosure  
Statement contains "adequate information" within the meaning of  
Section 1125(a)(1) of the Bankruptcy Code.  The Disclosure  
Statement contains descriptions and summaries of:

   -- the Creditors Committee's Plan;

   -- the existence of the Bank Committee's Plan;

   -- the PBGC Stipulation and High River's objection;

   -- RFSC's prepetition corporate and capital structure;

   -- RFSC's business;

   -- certain events leading up to the commencement of RFSC's
      case;

   -- the claims asserted against RFSC's estate;

   -- the new common stock of Reorganized RFSC to be issued under
      the Creditors Committee's Plan;

   -- the Settlement Agreements;

   -- risk factors affecting and implicated by the Creditors
      Committee's Plan and RFSC's future operations;

   -- a liquidation analysis;

   -- financial information relevant to a party's determination
      whether to accept or reject the Plan; and

   -- certain securities law and tax law consequences of the
      Plan.

The Disclosure Statement would enable a hypothetical reasonable  
investor typical of the holders of claims against or interests in  
RFSC to make an informed judgment about the Plan.

According to Mr. Gulkowitz, the Creditors' Committee is in a  
position to solicit votes on the Plan immediately upon approval  
of its Disclosure Statement, and will seek confirmation of the  
Plan once voting is concluded.

The Court will convene a hearing on December 8, 2004, at 10:00  
a.m. to consider approval of the Disclosure Statement.   
Objections to the Disclosure Statement are due December 1.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REVLON INC: Sept. 30 Balance Sheet Upside-Down by $1.083 Billion
----------------------------------------------------------------
Revlon, Inc. (NYSE: REV) reported results for the third quarter
and nine months ended September 30, 2004. The Company indicated
that Adjusted EBITDA for the third quarter of 2004 advanced to $26
million, compared with Adjusted EBITDA of $15 million in the third
quarter of 2003. In making the announcement, the Company
reconfirmed its previous guidance of achieving Adjusted EBITDA of
approximately $190 million in 2004 and reiterated its goal to
deliver its destination model profit margins over the next several
years.

Adjusted EBITDA is a non-GAAP measure that is defined in the
footnotes of this release and which is reconciled to its most
directly comparable GAAP measures, net loss and cash flow used for
operating activities, in the accompanying financial tables.

During the quarter, the Company made further progress to
strengthen its balance sheet, with the successful consummation of
a debt refinancing that included entering into new credit
facilities and redeeming all of its 12% Senior Secured Notes. As a
result of the refinancing, the Company extended to 2010 at the
earliest the maturities on much of its debt that would have
otherwise matured in 2005. The refinancing also further reduced
the Company's annual interest expense.

Commenting on the Company's performance, Revlon President and
Chief Executive Officer Jack Stahl stated, "We are pleased with
the progress we made in the third quarter to strengthen both our
business and our balance sheet. Our year-to-date results have
positioned us to deliver our Adjusted EBITDA target of
approximately $190 million in 2004, up significantly versus the
Adjusted EBITDA we generated in 2003. Clearly, our productivity
initiatives are proving to be an important driver of our financial
progress this year, particularly given the softness of the color
cosmetics category in the U.S. mass market. As we move forward, we
will continue to take what we believe are the appropriate actions
to create long-term value, by capitalizing on the underlying
strengthening of our brands, customer partnerships, and
organization. In 2005, to further accelerate our progress and the
creation of long-term value, we plan to reinvest much, if not all,
of the expected margin benefits from our productivity initiatives
back into our brands to drive long-term growth. We believe that
doing so at this stage of our turnaround is the right course of
action and one that will result in long-term value creation."

                     Third Quarter Results

Net sales in the third quarter of 2004 declined approximately 7%
to $294 million, compared with net sales of $317 million in the
third quarter of 2003, while gross sales in the third quarter of
2004 were modestly higher. The net sales performance in the
current quarter primarily reflected higher provisions for returns,
allowances and discounts combined, partially offset by favorable
foreign currency translation in International. Excluding the
favorable impact of foreign currency translation, net sales
declined approximately 9%.

Regarding the Company's previous guidance on sales growth for
2004, Mr. Stahl stated, "Our expectation for gross sales growth of
approximately 3% for 2004 remains intact, while net sales will
likely be even with year-ago."

In North America, net sales for the quarter declined approximately
10% to $192 million, versus $212 million in the third quarter of
2003, largely reflecting higher provisions for returns, allowances
and discounts combined, while gross sales were essentially even
with year-ago.

In International, net sales declined approximately 2% to $102
million, versus $105 million in the third quarter of 2003. The
performance primarily reflected higher provisions for returns,
allowances and discounts combined, offset by favorable foreign
currency translation and higher gross sales, stemming from
strength in the Far East region. Excluding the favorable impact of
foreign currency translation, International net sales were down 8%
versus year-ago, largely reflecting the increase in returns,
allowances and discounts that more than offset the gross sales
growth in the quarter.

Operating loss in the quarter was $2.0 million, versus an
operating loss of $7.9 million in the third quarter of 2003. This
performance reflected, in part, the absence in the current quarter
of approximately $6 million of growth plan charges taken in the
third quarter of 2003. The performance also reflected the benefit
of manufacturing efficiencies in the current quarter and lower
discretionary spending, stemming from a reduction of brand support
to more appropriately reflect current top-line trends. Partially
offsetting these positive factors were the lower net sales and
higher depreciation and amortization.

Adjusted EBITDA in the current quarter was $25.7 million, compared
with Adjusted EBITDA of $14.6 million in the same period last
year. This performance was driven by largely the same factors that
impacted the operating income comparison.

Net loss of $91.6 million in the third quarter of 2004 included
expenses totaling approximately $59 million associated with the
Company's refinancing activities completed during the quarter.
This compared with a net loss of $54.7 million in the third
quarter of 2003. On a diluted per share basis, net loss in the
third quarter of 2004 was $0.25, compared with a net loss of $0.78
in the third quarter of 2003. The diluted per share comparison was
impacted by the Company's exchange offers, consummated in March
2004, which significantly increased common shares outstanding in
the 2004 period. Cash flow used for operating activities in the
third quarter of 2004 was $35.2 million, compared with cash flow
used for operating activities of $49.1 million in the third
quarter of 2003.

In terms of U.S. marketplace performance, according to ACNielsen,
the color cosmetics category for the quarter declined 3.1% versus
the same period last year. For the nine-month period, the category
was down 2.0% versus year-ago. Combined share for the Revlon and
Almay brands totaled 21.3% for the quarter, compared with 22.5% in
the third quarter of 2003. For the nine months, combined market
share totaled 21.7% in 2004, compared with 22.6% for the first
nine months of 2003. The Company's share performance reflected
less share contribution from new products this year, while market
share on existing businesses advanced solidly. In other key
categories, the Company gained share during the quarter in hair
color and beauty tools, while market share was down in anti-
perspirants/deodorants.

                        Nine-Month Results

Net sales of $919 million in the first nine months of 2004 were
down 1% versus net sales of $931 million in the first nine months
of 2003. This performance largely reflected softness in North
America, offset by growth and favorable foreign currency
translation in International. For the nine-month period, gross
sales were up modestly. Excluding the favorable impact of foreign
currency translation, net sales for the first nine months of 2004
were down approximately 4% versus the same period last year.

In North America, net sales of $605 million for the first nine
months of 2004 were down approximately 6% versus net sales of $642
million in the same period last year. International net sales of
$314 million in the first nine months of 2004 advanced
approximately 9% versus net sales of $289 million in the year-ago
period. Excluding the favorable impact of foreign currency
translation, International net sales grew approximately 1% in the
nine-month period.

Operating income in the first nine months of 2004 was $16.3
million, versus an operating loss of $15.2 million in the first
nine months of 2003. Adjusted EBITDA in the first nine months of
2004 was $93.9 million, compared with Adjusted EBITDA of $58.6
million in the first nine months of 2003. Operating loss and
Adjusted EBITDA in the first nine months of 2003 included charges
of approximately $31 million and $29 million, respectively,
associated with the Company's growth plan.

Net loss of $188.7 million, or $0.68 per diluted share, in the
first nine months of 2004, included approximately $91 million of
fees and expenses associated with the Company's 2004 exchange
offers and refinancing activities. Net loss in 2003 was $141.2
million, or $2.36 per diluted share, in the first nine months of
2003. Cash flow used for operating activities in the first nine
months of 2004 was $135.3 million, compared with cash flow used
for operating activities of $183.9 million in the first nine
months of 2003.

                          About Revlon

Revlon, Inc., is a worldwide cosmetics, skin care, fragrance, and
personal care products company. The Company's vision is to deliver
the promise of beauty through creating and developing the most
consumer preferred brands. Websites featuring current product and
promotional information can be reached at www.revlon.com and
http://www.almay.com/Corporate investor relations information can  
be accessed at http://www.revloninc.com/The Company's brands,  
which are sold worldwide, include Revlon(R), Almay(R), Ultima(R),
Charlie(R), Flex(R), and Mitchum(R).

At Sept. 30, 2004, Revlon, Inc.'s balance sheet showed a $1.083
billion stockholders' deficit, compared to a $1.725 billion
deficit at Dec. 31, 2003.


SEMCO ENERGY: Stable Credit Profile Spurs S&P to Hold BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on natural gas distributor SEMCO Energy, Inc., and
revised the outlook to stable from negative.

The action followed a review of the company's credit quality,
which determined that SEMCO had stabilized its credit profile at
the current rating level.

Farmington Hills, Michigan-based SEMCO had $498 million in
outstanding debt as of September 30, 2004.

"SEMCO has taken necessary steps to fortify its liquidity position
for the 2004-2005 heating season," said Standard & Poor's credit
analyst John Kennedy.

"Importantly, SEMCO is well positioned for the coming winter
season with a storage position of 14.8 billion cubic feet, or 100%
of capacity, and nearly full availability on its credit lines,"
added Kennedy.

However, the termination of the $90 million Alaska Pipeline sale
impedes SEMCO's ability of achieving its goal to reduce debt
leverage, thus muting the potential for higher ratings in the near
term. Current ratings incorporate stable cash flow and a focus on
core regulated operations combined with sufficient access to bank
credit facilities.

The ratings on SEMCO Energy reflect the company's weak financial
profile, exacerbated by excess leverage associated with
underachieving nonregulated investments and the lack of a weather-
normalization adjustment clause.  This exposes the company to
volatility in weather conditions, as evidenced by poor financial
performance in recent years.  These weaknesses overwhelm the
firm's average utility business profile.

The stable outlook reflects SEMCO's current financial position,
its refocus on utility operations, and its liquidity position for
the 2004-2005 heating season.  The company will be challenged to
improve its credit quality from its current depressed level given
its marginal ability to generate free cash flow that could be used
to repair the highly leveraged balance sheet.  Stability at the
current rating level is largely predicated on SEMCO's ability to
maintain unencumbered access to sufficient liquidity.  


SPIEGEL INC: Court Allows Credit Suisse's Claim for $20.5 Million
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation allowing Credit Suisse First Boston --
Cayman Islands Branch -- an unsecured claim against Spiegel, Inc.,
for $20,500,685.

Spiegel's Schedules of Assets and Liabilities, which was filed on
May 23, 2003, reflects CSFB as having an unsecured claim for
$20,613,370.

On September 30, 2003, Credit Suisse filed Claim No. 3043 against
Spiegel for $20,672,960.  Spiegel's books and records show Credit
Suisse as having a claim for $20,500,685.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SUNRISE CDO: Fitch Junks $14.8 Million Class C Notes
----------------------------------------------------
Fitch Ratings affirms one tranche of Sunrise CDO I as follows:

   -- $175,054,091 class A notes affirmed at 'AAA';

Additionally, Fitch downgrades two tranches of Sunrise CDO I:

   -- $45,100,000 class B notes to 'BBB-' from 'BBB';
   -- $14,785,797 class C notes to 'CCC+' from 'B-'.

Sunrise CDO I is a static-pool, collateralized debt obligation
structured by Credit Suisse First Boston.  The CDO was established
in December 2001, to issue approximately $300 million in notes and
preference shares.  The proceeds were utilized to purchase an
investment portfolio consisting primarily of collateralized debt
obligations -- CDOs, residential mortgage-backed securities --
RMBS, commercial mortgage-backed securities -- CMBS, asset-backed
securities -- ABS -- and corporate debt securities.

Since the last rating action in May 2003, the class A
overcollateralization ratio decreased from 126.8% to 118.8%, the
class B OC ratio decreased from 104.8% to 94.5% and the class C OC
ratio decreased from 100.1% to 88.5%, as reported on the
September 30, 2004 trustee report.  Subsequently, all OC ratios
are currently failing their equivalent tests of 120%, 106.5%, and
101.8%, respectively.  Overall, the portfolio has experienced
negative performance through impaired and defaulted assets, along
with a negative change to the weighted average rating factor --
WARF.  Since the last rating action, assets rated below 'B-' have
increased from approximately 6% to over 20% of Sunrise's
outstanding collateral debt securities.  Additionally, as of the
most recent distribution date in July 2004, the class C notes
failed to pay all interest due and are currently Piking.
Accordingly, Fitch has determined that the ratings assigned to all
rated securities, reflect the current risk to noteholders.

The ratings of the class A and B notes address the timely payment
of interest and the ultimate payment of principal.  The rating
assigned to the class C notes address the ultimate receipt of
interest and the stated principal amount by the final maturity
date.

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


TENNECO AUTOMOTIVE: Fitch Puts B- Rating on $500M Sr. Sub. Notes
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'B-' to the $500 million senior
subordinated notes issued by Tenneco Automotive and has revised
the Rating Outlook on the senior secured bank loan, senior secured
debt, and subordinated debt to Positive from Stable.  

Approximately $1.4 billion in debt is affected.  Proceeds from the
new notes will be used to redeem a like amount of the company's
outstanding 11 5/8% senior subordinated notes due 2009.  The new
notes carry a coupon of 8 5/8%, with a 10-year maturity.

The revision in Rating Outlook is due to Tenneco Automotive's
continuous improvement in operating results in a difficult
environment, steady margin performance, modest debt reduction
achieved to date, and an improved debt structure.  Tenneco
Automotive remains very highly leveraged, and debt reduction is
expected to occur only on a gradual basis.  The company remains
exposed to intense competition in the aftermarket, volatility in
OEM production, raw material headwinds (particularly steel), and
an underfunded pension.  Continued progress in operating
performance and sustained debt reduction could lead to a review of
the rating.

Tenneco Automotive persistently reduced its cost structure,
producing healthy margins versus those of the sector.  Facility
consolidations and reduced headcount have helped to offset pricing
pressures and the steady decline in the exhaust aftermarket
segment.  It appears that aftermarket volume declines may have
troughed, although margin recovery may still be limited as the
full impact of steel prices is absorbed.  Tenneco Automotive has
also demonstrated steady top-line performance over the past
several years, in part due to foreign exchange benefits but also
due to new product wins.  New product wins, which have also
required start-up costs, should sustain the top line over the near
term and provide a buffer against production volatility.  Tenneco
Automotive's competitive position continues to improve, and the
ownership changes likely to occur among some of its competition
could accrue benefits to Tenneco Automotive.

Financial metrics continue to improve, with EBITDA/interest
coverage improving to 2.4 times (x) over the LTM ended
September 30, 2004, from 1.4x in calendar 2001.  Tenneco
Automotive has remained consistently cash flow positive over the
past several years, although a large proportion of this has come
from working capital improvement.  Debt has been relatively flat,
although cash has improved from $54 million at year-end 2002 to
$203 million at September 30, 2004, improving the company's
liquidity position.  The company also retains unused revolving
credit capacity of $355 million at September 30, 2004 and has
minimal maturities until 2009.


THE WATSON LAW: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Watson Law Firm
        nka Watson, Kowis & Rossick
        dba Watson Rossick
        2323 South Shepherd Drive, Suite 1400
        Houston, Texas 77019
        Tel: (713) 651-1221

Bankruptcy Case No.: 04-46179

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Charles A Watson                           04-46189

Type of Business:  The Company is a civil trial law firm
                   consisting of nine attorneys and 14 legal
                   assistants and support personnel.  The Company
                   is engaged in the practice of insurance
                   defense.  See http://www.watsonrossick.com/

Chapter 11 Petition Date: November 10, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Keavin David McDonald, Esq.
                  Wilshire, Scott & Dyer, P.C.
                  1221 McKinney, Suite 3000
                  Houston, Texas 77010
                  Tel: (713) 651-1221
                  Fax: 713-651-0020

Total Assets: $2,220,775

Total Debts:  $2,270,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Progressive Systems                            $64,858
420 Lockhaven
Houston, Texas 77073

CMD Investment Fund III                        $55,342
c/o Bank One
PO Box 73322
Chicago, Illinois 60673

Thompson West                                  $33,974
West Group Payment Center
PO Box 6292
Carol Stream, Illinois 60197

Gainer Donnelly Desroches                      $26,738

Great West                                     $25,000

Henjum Goucher Reporting Services              $20,509

Travis Realty Corporation                      $18,455

Guardian                                       $15,596

American Express Business                       $6,955

Mackenzie Hughes, LLP                           $6,936

Jet Litigation Support Services                 $6,712

J. Michael Black                                $6,153

RecordTrak, Inc.                                $5,283

Null Lairson, CPA                               $5,203

Royal Office Products                           $5,096

Lex Business Solutions                          $4,839

Ikon Office Solutions                           $4,370

Word for Word Reporting                         $4,439

Legal Directories Publishing Company            $3,987

Whitney & Bogriss, LLP                          $3,913


TRAILER BRIDGE: S&P Assigns B- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Trailer Bridge Inc.  The rating outlook is
stable.  At the same time, Standard & Poor's assigned its 'B-'
senior secured debt rating to the shipping company's proposed
$80 million notes due in 2011, offered under Rule 144A with
registration rights.  Proceeds from the notes offering will be
used to acquire a special-purpose entity that leases the two roll-
on/roll-off -- RoRo -- vessels operated by Trailer Bridge and
containers currently operating in the Trailer Bridge fleet under
operating leases, and repay the current outstanding balance under
the company's bank facility.

"The ratings reflect Trailer Bridge's weak financial profile,
concentrated end-market demand, and participation in the capital-
intensive shipping industry," said Standard & Poor's credit
analyst Kenneth L. Farer. Jacksonville, Florida-based Trailer
Bridge provides transportation between the continental U.S. and
Puerto Rico with its fleet of ocean-going barges, truck tractors,
containers, and chassis.  The company currently operates two
single-deck barges and two RoRo barges, with southbound market
share in the low-teens percent area.  The company also owns three
additional single-deck barges used for special projects,
approximately 3,000 containers, 2,200 chassis, and over 100
tractors.  The three additional barges could be deployed in the
Puerto Rican trade, if needed to meet a significant increase in
demand, or to another destination.  Tug boats and crew are
provided by a third party under multi-year, time-charter
contracts.

The Jones Act requires shipments between U.S. ports to be carried
on U.S.-built vessels registered in the U.S. and crewed by U.S.
citizens, thereby prohibiting direct competition from foreign-
flagged vessels.

Trailer Bridge faces ocean-based competition from one other barge
line, Crowley Maritime Corp., and two containership companies,
Horizon Lines Holding Corp. and Sea Star Lines LLC, and trucking
competition from a large number of truckload companies.  Customers
include major manufacturing and consumer products companies that
provide food and other staples.

Competition from other modes of transportation is limited due to
cost and geographic considerations.

The shipping industry is very capital-intensive, with large,
cyclical outlays for ocean-going vessels.  Trailer Bridge's barges
average about six years in age.  The company's two oldest barges
were built in 1984 and modified to carry additional cargo in 1996.  
In general, the container shipping industry is more concentrated
than most other shipping sectors, with the U.S. liner trade even
more concentrated than the overall industry, because of the steady
demand and scheduled nature of the business, which requires the
operation of a number of vessels on the same route.  Trailer
Bridge offers twice weekly sailings to and from Puerto Rico.

Trailer Bridge's credit ratios are expected to improve modestly
over the near- to intermediate-term due to improved freight rates
and volumes.  However, upside ratings potential is limited by the
company's weak financial profile and modest position in the
capital-intensive and competitive shipping industry.


TRANSTECHNOLOGY: Completes Debt Refinancing with $71.5M Bank Loan
-----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has completed the
refinancing of its senior and subordinated debt with a new
$71.5 million credit facility provided by Wells Fargo Foothill,
Inc. and Ableco Finance LLC. In addition to allowing the company
to retire all of its existing senior and subordinated debt, the
new facility provides working capital for the company's current
and expected future needs. The new credit facility has a maturity
of 42 months and provides for a $10.0 million revolving line of
credit and term loans totaling $61.5 million.

Joseph F. Spanier, Vice President and Chief Financial Officer of
the company, said, "We are very pleased to have accomplished this
refinancing with Wells Fargo Foothill and Ableco. As previously
announced, the new credit facility, the cost of which is indexed
to the Prime Rate, has allowed us to reduce our blended cost of
debt to approximately 13.0% (after giving effect to today's action
by the Federal Reserve Board) from the 19.5% blended rate of our
retired debt. Based upon the outstanding principal balance of our
retired debt of $60.3 million at the end of our second quarter of
fiscal 2005, that ended September 26th, we expect that the lower
rates of the new facility will save us approximately $3.9 million
in annual interest costs, or $.36 per diluted share."

Mr. Spanier continued, "As previously announced, in connection
with the closing of the refinancing, we will recognize a non-
recurring, pre-tax charge in the third fiscal quarter currently
estimated to be $2.2 million, or $.20 per diluted share, in
connection with the write-off of fees and costs associated with
the retirement of the old debt. Costs associated with the
refinancing and new debt are estimated at $2.0 million and will be
capitalized and expensed over the term of the new financing."

                        About the Company

TransTechnology Corporation -- http://www.transtechnology.com/--  
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--  
is the world's leading designer and manufacturer of sophisticated
lifting devices for military and civilian aircraft, including
rescue hoists, cargo hooks and weapons-lifting systems. The
company, which employs approximately 180 people at its facility in
Union, New Jersey, reported sales of $64.6 million in the fiscal
year ended March 31, 2004.

At June 27, 2004, TransTechnology Corporation's balance sheet
showed a $4,353,000 stockholders' deficit, compared to a
$3,787,000 deficit at March 31, 2004.


TXU CORP: Fitch Affirms BB+ Preferred Stock Rating
--------------------------------------------------
Fitch Ratings affirms the senior unsecured and preferred stock
ratings of TXU Corp. at 'BBB-' and 'BB+', respectively.  The
Ratings Outlook for TXU Corp. is Stable.

The action follows a review of TXU's restated 10-Q filing for the
quarter ended September 30, 2004.  TXU restated its quarterly
financials as it determined that it had incorrectly understated
cash flow from operations by $211 million and overstated cash flow
from investing activities by the same amount. As the restatement
has no net effect upon the company's financial results, Fitch
deems the restatement to be immaterial.

TXU Corp.'s credit profile benefits from the strong earning and
cash flow of its regulated and nonregulated electric operations in
Texas.  The rating also considers TXU's recent transactions that
reduced consolidated group leverage and to reduce future operating
costs.  Prior to its recent asset sales and securitization of
Texas regulatory assets, TXU's consolidated leverage was high for
the 'BBB-' rating category, with debt-to-EBITDA at 5.1 times (x)
for the 12 months-ended December 31, 2003.  The company used the
bulk of the proceeds from the sales of TXU Australia, TXU Gas, and
a Texas pipeline, as well as the funds from the securitization to
pay down debt.  TXU plans to buy back 50 million shares of common
stock to be financed from the proceeds of new debt.  Fitch expects
the net effect of the debt retirements and this new issuance to be
a roughly $1.5 billion decrease in debt, resulting in adjusted
operating debt-to-EBITDA in the range of 4.0x to 4.25x by year-end
2004.  While this remains moderately aggressive for the ratings
category, leverage is expected to decrease in 2005 in terms of
debt-to-EBITDA due to EBITDA improvements at TXU Energy from a
strong energy price environment, as well as cost savings in the
retail energy segment from its out-sourcing joint venture with
CapGemini and other cost-saving initiatives.

The Stable Rating Outlook takes into consideration Fitch's view
that TXU Corp. will continue a balanced approach to maintaining
adequate credit measures while meeting common shareholders'
appetite for earnings growth and dividends.  Future positive
ratings actions could result from continued significant reduction
in parent debt and demonstration of the retail energy sector's
ability to sustain profitability over time.  On the other hand,
negative rating actions could result from debt-leveraged
acquisitions or failure to effectively manage commodity market
risk.

TXU Corp. is a holding company that engaged in the generation,
delivery, and sale of electricity to both the wholesale and retail
customers primarily in Texas.


UAL CORP: Wants District Court to Review Judge Wedoff's Order
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates will take an appeal from
the Stipulation and Agreed Order approved by Judge Wedoff, which
authorizes HSBC Bank USA to effectuate its set-off rights related
to the Los Angeles International Airport Bond Series 1997, to the
U.S. District Court for the Northern District of Illinois.

The Debtors want the District Court to review whether they were  
entitled to receive certain amounts held in the Construction Fund  
representing the costs of the construction project at the Los  
Angeles International Airport that the Debtors incurred before  
filing for bankruptcy, but requisitioned postpetition and under a  
promise of reimbursement from HSBC.

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 CORPORATION: Wants to Amend Service Agreement with ARINC
------------------------------------------------------------
Pursuant to a service agreement, ARINC provides VHF and Satcom  
data/voice radio and communication network services to UAL
Corporation and its debtor-affiliates.  ARINC's communication
network services are used to transmit Aircraft Communication
Addressing and Reporting System data, which is flight-critical
operational information transmitted between flight crews and
ground stations while planes are in flight.

There are two main providers of VHF and Satcom services -- SITA  
and ARINC.  However, in North America, ARINC is the only provider  
with sufficient terrestrial ground station coverage to service  
the Debtors' flight schedules and network.

In 2003, the Debtors commenced efforts to introduce competition  
in the North American VHF data services market.  The Debtors  
investigated the technical and financial risks and benefits of  
contracting with SITA to invest in the North American market and  
establish a competitive VHF network.  After a thorough review,  
the Debtors decided against this venture and, instead, to  
continue their relationship with ARINC.

The Debtors sought and received the U.S. Bankruptcy Court for the
Northern District of Illinois' permission to amend the existing
Services Agreement with ARINC.  Under the Amendment:

  a) the Debtors will pay about 50%, or $100,000, less per month  
     than their current VHF payments to ARINC;

  b) the Debtors will have the option of using other service  
     providers for air-to-ground communications if new, cheaper  
     technologies are developed;

  c) ARINC will acknowledge that the Amendment does not  
     constitute an assumption of the Services Agreement;

  d) the Debtors will assume the Services Agreement upon exit  
     from bankruptcy; and

  e) if the Debtors do not assume the Service Agreement, ARINC  
     will be allowed an administrative claim under the historic,  
     higher prices.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, relates that the Amendment will allow the Debtors to  
take advantage of favorable economic terms without assuming the  
Services Agreement.  The Amendment will defer payment of ARINC's  
$2,800,000 cure claim until the Debtors have exited from  
bankruptcy.  After the Amendment, the Debtors anticipate paying  
ARINC a minimum of $230,000 per month.

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


UNITED AIRLINES: Seeks Competitive Bids to Reduce Non-Labor Costs
-----------------------------------------------------------------
United Airlines has extended a request for proposal (RFP) to a
number of regional airlines to provide up to 70 regional jets to
the United Express network. These jets will be used to cover
capacity currently operated by Air Wisconsin, one of United's six
United Express partners.

The RFP is not expected to increase the overall size of the fleet
at United Express. Rather, United expects that under the terms of
the bids it receives, the cost of the capacity currently operated
by Air Wisconsin will likely be reduced. Additionally, the RFP
will provide United with an opportunity to fine-tune the mix of
smaller and larger regional jet aircraft in the United Express
fleet.

"As we continue with our cost-control efforts, we must look at
every area of the company and within every contract we have," said
Sean Donohue, vice president-United Express and Ted. "Air
Wisconsin is a long standing, valuable partner for United Airlines
that performs well for us today, and we look forward to productive
discussions with Air Wisconsin and other potential bidders. We
must ensure we are paying market rates for our United Express
service. By requesting competitive bids from a number of regional
airlines, we are confident we will secure proper market rates for
our United Express contracts while providing our customers with
safe, reliable service throughout our United Express network."

United submitted the RFP to 10 regional airline companies
including all of its existing partners. Initial proposals are due
back to United by Dec. 10. Companies that received an RFP include:
Air Wisconsin, Trans States, Chautauqua, Mesa, SkyWest,
Independence Air, Horizon, Pinnacle, Mesaba and Express Jet.

"Every aspect of our business has got to be competitive. We will
meet the goal of lowering our costs by an additional $2 billion,
about one-third of which we expect to come from non-labor costs,"
said Peter D. McDonald, executive vice president and chief
operating officer.

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.


US AIRWAYS: Inks Pact with Lenders for Continued Use of Aircraft
----------------------------------------------------------------
US Airways Group, Inc., has reached agreements with its lenders
and lessors for continued use and operation of substantially all
of its mainline and Express fleet.

Section 1110 of the U.S. Bankruptcy Code requires that within 60
days of its Sept. 12, 2004, Chapter 11 filing, US Airways must
either:

     (i) cure and perform under the terms of its aircraft
         financing or

    (ii) negotiate consensual arrangements with its lenders and
         lessors.

Currently, US Airways has agreed to cure and perform for all but
36 aircraft, which will be subject to further negotiation. For
these 36 aircraft, alternative interim arrangements have been
secured for 17 of the aircraft.  Also, of the 36, three are Dash-8
turbo-prop aircraft, which had already been returned to lessors.   

"Identifying these 36 aircrafts is a routine part of the process,
and our expectation is that our mainline fleet will remain largely
intact," said Bruce R. Lakefield, US Airways president and chief
executive officer. "Our intent is to focus on those few aircraft
that for a variety of reasons may no longer be economical to fly,
and if there is a downsizing of the fleet, that it be minimal, and
that it be transparent to our customers."

Mr. Lakefield said that the February 2005 schedule US Airways
announced last month provided for nearly 230 additional daily
flights without adding any new aircraft due to changes in flying
patterns and efficiencies -- the equivalent of approximately 36
additional aircraft to the current fleet. "More point-to- point
flying, more efficient aircraft utilization, and a focus on key
business and leisure markets in the eastern U.S. remain core
elements of the company's Transformation Plan. We might conclude,
however, that some aircraft with fuel inefficiencies or
significant maintenance or operating costs might not make sense in
an era of high fuel costs, depressed revenue and over-capacity in
the industry. We need to carefully analyze and negotiate with our
aircraft financers to reduce our costs and make the company as
efficient as possible."

US Airways currently operates a fleet of 282 mainline jets. Its
wholly owned US Airways Express operations include a fleet of 67
regional jets and 64 turboprop aircraft.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VP CBO: Fitch Junks Classes B & C & Rates Class A-3 BB
------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by VP CBO,
Ltd. (formerly known as Triton III CBO, Ltd.).  Two classes of
notes remain at 'C' and three are affirmed:

   -- $85,061,692 class A-1 notes affirmed at 'AAA';
   -- $50,036,290 class A-2 notes affirmed at 'AAA';
   -- $11,258,165 class A-3 notes affirmed at 'BB';
   -- $98,136,725 class B notes remain at 'C';
   -- $33,102,864 class C notes remain at 'C'.

VP CBO, which closed April 20, 1999, is a cash flow CDO currently
managed by OH Value Partners, LLC.  OH assumed management
responsibilities on the transaction from Triton Partners, Ltd. in
June 2003 as a result of the resignation of Triton as collateral
manager (before which time the deal was known as Triton III CBO,
Ltd.)  VP CBO is composed of primarily U.S. high yield bonds,
leveraged loans, and structured finance securities constituting
approximately 88.9%, 3.9%, and 7.2% of the collateral balance,
respectively.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates required for the rated liabilities.

Since the last rating review that Fitch conducted in January 2003,
the collateral has continued to deteriorate.  As of the
September 30, 2004 trustee report, VP CBO had 51.31% in defaulted
assets or assets rated 'CCC', or below.  All of the interest
coverage and principal coverage test ratios have decreased from
their levels as of the last review, with the exception of the
class A overcollateralization -- OC -- test, which has improved
due to continued amortization of the senior notes.  From the date
of the last review to that of the latest trustee report, the class
A OC ratio increased from 109.97% to 120.23% versus a minimum
trigger of 118.50%.  Also during this time, the class B OC ratio
decreased from 91.25% to 71.97% versus a minimum trigger of
103.90%, and the class C OC ratio decreased from 86.68% to 63.39%
versus a minimum trigger of 101%.  The class B and class C notes
are currently PIKing interest payments.  Furthermore, the Fitch
weighted average rating factor -- WARF -- increased from 61.41
('B-') to 77.70 ('B-/ CCC+') during this same period.

Although VP CBO is a revolving transaction with the reinvestment
period ending May 2004, Triton ceded collateral management
responsibilities as described above.  As a result, OH has been
retained by the controlling class (i.e. MBIA Inc., the insurance
provider to the class A-1 and class A-2 notes) to manage the
transaction.  Under the terms of the indenture, OH may only sell
assets, which, in their opinion, represent credit-impaired
securities and that have experienced a downgrade since original
purchase, as well as defaulted, PIKing and equity securities.  OH
is prohibited from reinvesting in additional collateral assets,
and any scheduled or unscheduled principal proceeds will be used
to redeem the outstanding notes according to the governing
documentation.

The ratings of the class A notes address the likelihood that
investors will receive timely payment of interest and ultimate
payment of principal, as per the governing documents.  Payment of
principal and interest on the class A-1 and class A-2 notes is
unconditionally and irrevocably guaranteed under the terms of an
insurance agreement issued by MBIA Inc.  The ratings of the class
B and C notes address the likelihood that investors will receive
ultimate payment of interest and ultimate payment of principal, as
per the governing documents.

As a result of this analysis, Fitch has determined that the
ratings previously assigned to all classes of notes continue to
reflect the current risk to investors.

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


WORLDCOM INC: MCI Officers Dispose 40,984 Shares in Common Stock
----------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
11 officers of MCI, Inc., disclose that they recently sold or
otherwise disposed of shares of common stock in the company:

                                                     Securities
Officer         Designation        Amount    Price     Owned
--------        -----------        ------    -----   ----------
Andreotti,      Former Pres.
Cindy K.        Enterprise Markets  2,010     15.54    68,116

Blakely,
Robert T.       Exec-VP & CFO       4,266     15.9    150,131

Briggs,         Pres.-Operations
Fred M.         & Technology        1,882     15.9     66,234

Capellas,
Michael D.      Pres. & CEO        22,581     15.9    794,816

Crane,          EVP, Strategy
Jonathan C.     Corp., Dev.         1,546     15.9     66,929

Hackenson,
Elizabeth       EVP, CIO              377     15.9     13,168

Huyard,         Pres-US Sales &
Wayne           Service             2,510     15.9     88,312

Higgins,        Exec-VP, Ethics
Nancy           and Bus Conduct     1,546     15.9     66,929

Kelly,          Exec-VP & Gen.
Anastasia D.    Counsel             2,039     15.9     71,753

Slusser,        Sr. VP &
Eric            Controller            753     15.9     26,493

Trent, Grace    SVP Comm & Chief
Chen            of Staff            1,474    15.54     49,952

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


* BOOK REVIEW: CORPORATE RESPONSIBILITY: Law and Ethics  
-------------------------------------------------------
Author:     Christopher D. Stone
Publisher:  Beard Books
Paperback:  288 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982250/internetbankrupt

In these days of Enron, WorldCom, Tyson, and a number of other
corporate miscreants, Stone's topic of corporate responsibility is
on everyone's mind--employees, government officials, legislators,
executives, corporate lawyers and consultants, consumers.  Stone's
book was prompted to some extent by the part of the giant oil
companies' role in the energy crisis of the early 1970s.  This
served as a wake-up call to government overseers of business,
business journalists, public-interest groups, and others of the
extent to which corporations, "for better or worse, [had become]
the most effective 'private' forces to do both widespread good and
widespread harm."  In today's era of globalization, the scope for
corporations' good or harm is even more widespread.  Yet despite
the wake-up call of the energy crisis, society has not yet struck
upon a dependable, effective means of ensuring corporate
responsibility, or even for forcing it by laws if necessary.

The main reason for this, so Stone maintains, is not that despite
what many persons believe, corporations are by nature
irresponsible.  The main reason is that no one--not government
officials, not public-interest groups, not employees of
corporations--has a fundamental concept of what corporate
responsibility is or should be.  To formulate a concept of this,
Stone asks basic questions and thoughtfully works his way toward
answers of these.  Among these questions are just "what is the
corporate problem?"; "exactly what is it about corporations, and
exactly what is it about the institutions we have available to
control them, that so often seems to leave the one frustratingly
outside the grasp of the other?"; "what sorts of new controls can
be, and must be designed" to control corporate behavior and
minimize harmful effects of irresponsibility?

Stone has no easy answers to these questions.  In working toward
practicable principles and standards, he carefully balances the
nature, workings, and purposes of corporations with the ideals,
mores, and needs of society.  While he acknowledges that the law
plays a necessary and to some degree defining part in evoking
corporate responsibility, he brings in the larger point that the
law alone can never provide the fundamental ground for corporate
responsibility.  The main reason for this is that the law is
mostly reactive. In the field of business and commerce,
legislators are making new laws all the time in relation to new
activities or conditions which come about.  Government agencies
are modifying their regulations all the time.  Nor can the market
ensure corporate responsibility by favoring corporations which are
seen to act responsibly.  Examples Stone points to and the
familiar examples of Enron, etc., illustrate how corporations can
all too easily give an appearance of responsibility for a time, so
the extraordinary success they gain by this leads to an
extraordinary disaster affecting large numbers of employees and
the public.

Stone's conception of corporate responsibility--as any concept of
responsibility requires--involves identifiable individuals who are
an integral part of the corporate structure and who have decision-
making powers.  These individuals are board members, members of
public directorships, and a corporations' top management.
Recognition of the special role individuals in these positions
have in corporate responsibility is not enough, however.  As Stone
stresses, corporations have to make relevant information on what
they are doing and how decisions are made available to the public.
He begins his chapter "Mending the Information Net" with an
anecdote illustrating how corporations manage and can even destroy
by shredding information about their operations and goals.  Stone
recognizes that corporations, like government and private
citizens, cannot behave effectively without some privacy.  But
what he's concerned about in honing in on the subject of
information, its preservation, and its availability is preventing
practices which allow corporations to so easily appear to be
acting responsibility when in fact they are acting against the
public interest, and while doing so actually working against their
own interests and purposes as corporations. Such desirable
practices regarding information would also ensure that board
members, members of public directorships, and top management have
the information they need to make relevant, beneficial decisions.
Thus, situations such as Enron's president saying he was unaware
of what some of his chief financial executives were doing would
not be possible.  The president would know what information he was
supposed to have for corporate responsibility, and financial
officers and other top executives would know what information,
including documents, they were supposed to provide to others
entrusted with seeing to corporate responsibility.
In the wake of the corporate irresponsibility manifest by Enron,
WorldCom, and others, government officials, corporate leaders, and
business commentators have been calling for some of the remedies
Stone proposes.  To these and others, Stone's "Corporate
Responsibility" can be turned to for specific recommendations and
for general guidance on formulating and implementing such
practices conducive to this desirable end.

Christopher D. Stone is a professor of law at the University of
Southern California.  He has been associated with a number of
government agencies, and has written extensively about corporate
ethics, trade, and other business topics as well as environmental
issues.

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***