TCR_Public/041119.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 19, 2004, Vol. 8, No. 254

                           Headlines

31985 VIRGINIA WAY: Voluntary Chapter 11 Case Summary
ABRAXAS PETROLEUM: Inks $15 Mil. Credit Facility with Wells Fargo
ALTRA INDUSTRIAL: Moody's Puts B3 Rating on $165M Sr. Sec. Notes
AMERICAN SKIING: Further Extends Debt Offering Until Tuesday
AMERIDEBT INC: Court Approves Appointment of Chapter 11 Trustee

AMERIDEBT INC: Chapter 11 Trustee Hires Arent Fox as Counsel
ATA AIRLINES: Gets Court Nod to Use $20.7M of Cash Collateral
ATA AIRLINES: Four Other Airports Want PFCs Segregated
ATA AIRLINES: Hires BMC Group as Notice and Claims Agent
AVENUE CLO: S&P Assigns BB Rating to $376 Million Class B-2L Notes

BRODER BROS: Moody's Rates Proposed $50M Senior Unsec. Notes B3
CATHOLIC CHURCH: Court Approves Portland & Tort Committee Pact
CENTERPOINT ENERGY: Posts $1.1 Billion Net Loss in Third Quarter
CHOICE ONE: Emerges from Bankruptcy Protection
CMS ENERGY: S&P Affirms BB Corp. Credit Rating with Stable Outlook

COMDISCO HOLDING: Distributing $.0982 Per Right to Right Holders
COMMERCE ONE: Selling Intellectual Property Assets
CONMED CORP: Moody's Places B2 Rating on $150M Senior Sub. Notes
CORPORATE BACKED: S&P Puts Junk Ratings on CreditWatch Developing
DEKALB COUNTY: S&P Slices Ratings on $1.9 Million Bonds to B-

DIGITAL LIGHTWAVE: Nasdaq Confirms Non-Compliance of Rules
DIGITAL LIGHTWAVE: Names Daniel Lorch as Chief Operating Officer
DORSET CDO: Fitch Affirms Junk Ratings on Five Note Classes
EDISON ASSOCIATES: Files Chapter 22 Petition in S.D. New York
EDISON ASSOCIATES LP: Case Summary & Largest Unsecured Creditors

ENRON CORP: Court Sets Nov. 29 as Distribution Record Date
ENRON CORP: Oregon Electric Explains Portland General Bid
ENRON CORP: Court Approves Nov. 30 Auction of Bridgeline Interests
EXIDE TECH: Faces $35 Mil. Claim for Environmental Cleanup Costs
FEDERAL-MOGUL: T&N Pension Plan Trustees May Vote to Reject Plan

FERNDALE EXIT: Case Summary & 8 Largest Unsecured Creditors
FRONTLINE CAPITAL: Asks Court to Extend Exclusive Periods
FULTON STREET: Moody's Reviewing Class C's Ba2 Rating
GAYLORD: Moody's Rates Proposed $200M Senior Unsecured Notes B3
GAYLORD ENTERTAINMENT: S&P Rates Planned $200M Sr. Unsec. Notes B

GENERAL GROWTH: S&P Cuts Rating on $1.7B Sr. Unsec. Notes to BB+
GENTEK INC: S&P Places BB- Rating on CreditWatch Developing
GLOBAL CROSSING: Begins Implementing Restructuring Plan
HCA INC: S&P Puts BB+ Ratings on Senior Notes with Stable Outlook
HIGH ROCK: Wants Exclusive Filing Period Extended Until Feb. 10

HIGH ROCK: Creditors Must File Proofs of Claim by November 22
HORIZON PCS: Sept. 30 Balance Sheet Upside-Down by $593.8 Million
HORNBECK OFFSHORE: Noteholders Agree to Amend Debt Indenture
HYCREST DAIRY: Voluntary Chapter 11 Case Summary
INDYMAC ABS: Fitch Junks Three Classes & Rates Two Classes Low-B

INNOPHOS INC: S&P Places B+ Rating on CreditWatch Negative
INNOVATIVE COOKIES: Case Summary & 20 Largest Unsecured Creditors
INTERSTATE BAKERIES: Utility Companies Seek Additional Assurance
KAISER ALUMINUM: Summary of Australian & Finance Units' Plan
LB-UBS COMMERCIAL: S&P Places Low-B Ratings on Three Cert. Classes

LIONEL LLC: Wants to Hire O'Melveny & Myers as Counsel
MICROTEC ENTERPRISES: Posts $766,000 of Net Loss in Third Quarter
MIDLAND REALTY: Fitch Affirms B Rating on $11.1M Class J Cert.
MIRANT CORP: District Court Affirms Extension of Exclusive Periods
MIRANT CORP: Court Expands Examiner's Scope of Responsibilities

MKP CBO: Moody's Pares Ratings on Classes B-1A & B-1L to B3
MORGAN STANLEY: Fitch Affirms B Rating on $13.6 Mil. Class F Cert.
NEXSTAR BROADCASTING: Moody's Rates $235M Senior Secured Loan Ba3
NORTHWESTERN: Restructuring Costs Will Affect Operations
NYFB PARTNERS INC: Case Summary & 9 Largest Unsecured Creditors

OCEANVIEW CBO: S&P's Junks Class C Notes
ORMET CORP: Unions Form Unity Council to Promote Restructuring
OSE USA: Sept. 26 Stockholders' Deficit Widens to $46.2 Million
PARK-OHIO INDUSTRIES: S&P Junks Proposed $200M Senior Sub. Notes
PENN OCTANE: Latest Form 10-K Report Includes Going Concern Doubt

PHOENIX VILLAGE: Case Summary & 5 Largest Unsecured Creditors
RCN CORPORATION: Gets Court Nod to Tap Dechert as Special Counsel
ROYAL & SUNALLIANCE: Fitch Rates GBP450 Million Sub. Debt BB
ROYAL & SUNALLIANCE: Moody's Withdraws Non-Pooled Units' Ratings
SAFETY-KLEEN: 206 Avoidance Actions Transferred to Judge Lindsey

SCHUFF INTL: Deregisters Stock & Suspends Reporting Obligations
SCIENTIFIC LEARNING: Gets Nasdaq Delisting Notice Over Late Filing
SEARS ROEBUCK: S&P May Downgrade Ratings After Kmart Merger
SMITHFIELD FOODS: Moody's Puts Ba2 Rating to $200 Sr. Unsec. Notes
SOTHEBY'S: Moody's Upgrades Long-Term Ratings with Stable Outlook

SPIEGEL INC: Offers to Settle Potential Suit by the SEC
STAR CAR: Section 341(a) Meeting Slated for December 6
STOCKHORN CDO: Fitch Places BB- Rating on $5 Million Class E Notes
SUNRISE CDO: Moody's Reviewing Class C's Ba2 Rating
TCW LINC III: S&P Slices Ratings on Classes A-3A & A-3B to CC

TULLAS CDO: Fitch Affirms Junk Ratings on Four Note Classes
UAL CORP: Wants Exclusive Plan Filing Period Stretched to Jan. 31
UAL CORP: Gets Court Nod to Hire Bridge to Analyze Business Plan
US AIRWAYS: Court Approves ALPA Labor Agreement Modifications
US AIRWAYS: IAM Fund Asks Court to Reconsider Wage Cut Order

US AIRWAYS: PrimeFlight Wants Decision on Agreement
VARTEC TELECOM: Gets $20 Mil. DIP Financing from Rural Telephone
VERILINK CORP: Modifies Loan to Reduce Credit Line to $3.5 Mil.
W.R. GRACE: Overview and Summary of Plan of Reorganization
W.R. GRACE: Classification and Treatment of Claims Under the Plan

W.R. GRACE: Liquidation Analysis Under the Plan of Reorganization
WILLIAMS: Increases Common Dividend Five-Fold to 5 Cents Per Share
WIND RIVER: S&P Assigns BB+ Rating to $9 Million Class D Notes
Z-TEL TECH: Discloses Status on Outstanding Pref. Stock Offering

* BOOK REVIEW: The Manipulated Society


                           *********


31985 VIRGINIA WAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 31985 Virginia Way LLC
        410 Broadway 2nd Floor
        Laguna Beach, California 92651

Bankruptcy Case No.: 04-17009

Chapter 11 Petition Date: November 16, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

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

Total Assets: $1 Million to $10 Million

Total Debts:  $500,000 to $1 Million

The Debtor has no unsecured creditors who are not insiders.


ABRAXAS PETROLEUM: Inks $15 Mil. Credit Facility with Wells Fargo
-----------------------------------------------------------------
Abraxas Petroleum Corporation and its subsidiaries:

   (1) Eastside Coal Company, Inc.,
   (2) Sandia Oil & Gas Corporation,
   (3) Sandia Operating Corp.,
   (4) Wamsutter Holdings, Inc., and
   (5) Western  Associated Energy Corporation

entered into a new senior secured revolving credit facility with
Wells Fargo Foothill, Inc.  Wells Fargo serves as arranger and
administrative agent.

Abraxas Petroleum and its Subsidiary Guarantors also entered into
a $25 million second lien increasing rate bridge loan with
Guggenheim Corporate Funding, LLC, as arranger and administrative
agent, on October 28, 2004.

The New Credit Facility has a maximum commitment of $15 million,
which includes a $2.5 million subfacility for letters of credit.
Availability under the New Credit Facility is subject to a
borrowing base consistent with normal and customary natural gas
and crude oil lending transactions.  Outstanding amounts under the
New Credit Facility bear interest at the prime rate announced by
Wells Fargo Bank, National Association plus 1.00%.  Subject to
earlier termination rights and events of default, the New Credit
Facility's stated maturity date is October 28, 2008.  The Company
is permitted to terminate the New Credit Facility, and under
certain circumstances, may be required, from time to time, to
permanently reduce the lenders' aggregate commitment under the New
Credit Facility.  The termination and each reduction is subject to
a premium equal to the percentage listed multiplied by the
lenders' aggregate commitment under the New Credit Facility, or,
in the case of a partial reduction, the amount of the reduction.

               Year                % Premium
               ----                ---------
                 1                    1.5
                 2                    1.0
                 3                    0.5
                 4                    0.0

Each of the Subsidiary Guarantors has guaranteed, and each of the
Company's future restricted subsidiaries will guarantee, the
Company's obligations under the New Credit Facility on a senior
secured basis.  In addition, any other subsidiary or affiliate of
the Company, including Grey Wolf, that in the future guarantees
any other indebtedness of the Company or of its restricted
subsidiaries will be required to guarantee the Company's
obligations under the New Credit Facility.  Obligations under the
New Credit Facility are secured, together with the new notes, by a
shared first priority perfected security interest, subject to
certain permitted encumbrances, in all of the Company's and each
of its restricted subsidiaries' material property and assets,
including the Collateral.

Under the New Credit Facility, the Company is subject to customary
covenants, including certain financial covenants and reporting
requirements.  The New Credit Facility requires the Company to
maintain a minimum net cash interest coverage ratio and also
requires the Company to enter into hedging agreements of not less
than 25% or more than 75% of the Company's projected natural gas
and crude oil production.

The New Credit Facility will contain a number of covenants that,
among other things, will restrict the Company's ability to:

   * incur or guarantee additional indebtedness and issue certain
     types of preferred stock or redeemable stock;

   * transfer or sell assets;

   * create liens on assets;

   * pay dividends or make other distributions on capital stock or
     make other restricted payments, including repurchasing,
     redeeming or retiring capital stock or subordinated debt or
     making certain investments or acquisitions;

   * engage in transactions with affiliates;

   * guarantee other indebtedness;

   * make any change in the principal nature of its business;

   * prepay, redeem, purchase or otherwise acquire any of its or
     its restricted subsidiaries' indebtedness;

   * permit a change of control;

   * directly or indirectly make or acquire any investment;

   * cause a restricted subsidiary to issue or sell its capital
     stock; and

   * consolidate, merge or transfer all or substantially all of
     the consolidated assets of the Company and its restricted
     subsidiaries.

The New Credit Facility also contains customary events of default,
including nonpayment of principal or interest, violations of
covenants, cross default and cross acceleration to certain other
indebtedness, bankruptcy and material judgments and liabilities,
and is subject to an Intercreditor, Security and Collateral Agency
Agreement, which specifies the rights of the parties thereto to
proceeds from the Collateral.

Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploitation and production company.  The Company
operates in Texas, Wyoming and western Canada.

At September 30, 2004, Abraxas Petroleum Corporation's balance
sheet showed a $76,387,000 total stockholders' deficit, compared
to a $72,203,000 deficit at December 31, 2003.


ALTRA INDUSTRIAL: Moody's Puts B3 Rating on $165M Sr. Sec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned these new ratings to Altra
Industrial Motion, Inc., a manufacturer of mechanical power
transmission products.  The rating outlook is stable.  The ratings
are subject to review of the final documentation of the financing
transactions.

New Ratings Assigned:

   * B3 for the $165 million senior secured notes, due 2011,
   * B2 senior implied rating,
   * Caa1 senior unsecured issuer rating, and
   * SGL-3 speculative grade liquidity rating.

Moody's does not rate the company's new $30 million asset-based
revolver due 2009, nor the $14 million junior subordinated holding
company PIK notes due 2019.  Proceeds from the new notes, together
with equity investments from Genstar Capital, a private equity
firm, will be used to fund the acquisition of the power
transmission business from Colfax for $180 million, as well as to
repay the existing debt of Kilian, a small specialty bearing
company that Genstar recently acquired from Timken and that will
be combined with Colfax Power Transmission to form Altra.

The ratings are constrained by Altra's significant debt leverage,
modest profitability and cash flow generation, as well as its
substantial pension funding shortage.  The ratings also reflect
the highly competitive and mature nature of the mechanical power
transmission industry, strong cyclicality in its end-markets, as
well as the challenges posed by the gradual shift of US
manufacturing base to lower-cost foreign locales.  On the other
hand, the ratings are supported by the company's good niche market
position and strong brand recognition, established distribution
channels, and some degree of end-market and geographic
diversification of its revenue base.

Altra operates in the highly competitive and mature mechanical
power transmission industry, which is estimated to be $29 billion
in size globally.  The company manufactures industrial clutches
and brakes, enclosed gear drives, open gearing, couplings and
other related products, which are sold to large OEMs as well as
through distributors.  End-markets include the material handing,
turf & garden, transportation, and other general industrial
sectors.  As such, demand for Altra's products tends to fluctuate
through the economic cycles and is driven primarily by industrial
production and manufacturing activities in the US.  In addition to
the cyclicality in its end-markets, as US manufacturers
increasingly shift their production base overseas, Altra, like
many US-based component suppliers, face challenges posed by a
contracting domestic customer base.  However, following customers
overseas also involves considerable risks.  Not only does it incur
incremental costs to set up operations overseas, but the retention
of the OEM customers cannot be ensured either as the OEMs may
expand their sourcing base to include local suppliers.

Moody's notes that despite its relatively small size, Altra has
good market position in certain niche products such as clutches
and gearings.  Some of its brands, in particular Boston Gear and
Warner Electric, have strong brand recognition in the industry.
However, the mechanical power transmission industry is highly
competitive and mature.  Pricing power is generally low for
component suppliers.  As the large OEMs seek to consolidate their
vendor base, the pressure for Altra to gain scale and expand its
product offering is intense.

Pro forma for the transaction, Altra's total debt of $165 million
will be approximately 5.1 times Moody's estimated EBITDA of
$32.2 million for the LTM period ended September 2004.  LTM EBIT
and EBITDA would cover interest expense 1x and 2x, respectively.
Given its modest profitability, high interest expense, and
expected higher capex needs, Moody's expects the company's free
cash flow (cash from operations minus capex) to range between
$5 million and $9 million in the initial years.  The free cash
flow is negatively impacted by a substantial funding shortage of
its pension liabilities, which are estimated to be approximately
$17.1 million at end-2004, including a $14 million shortage at its
US pension plans.  Mandatory funding requirement is estimated to
be $6 million for 2005 and $4 million for 2006.

Moody's expects Altra to have adequate liquidity over the next
twelve months, as indicated in its SGL-3 speculative grade
liquidity rating.  The modest amount of operating cash flow that
it is expected to generate in 2005 should be adequate to fund its
capital spending and other operational needs. External liquidity
is provided by the asset-based revolver with initial availability
of roughly $30 million, which will be undrawn at closing.  The
revolver will have two financial covenants, e.g. a minimum fixed
coverage ratio and a maximum annual capex amount.  However, the
covenants will not be tested when availability under the revolver
is maintained at $12.5 million or above.

The B3 rating on the $165 million senior secured credit facility,
at one notch lower than the senior implied rating, reflects the
benefit of the collateral package as well as effective
subordination to the senior secured revolving credit facility.
The $165 million notes, consisting of approximately $125 million
of fixed rate notes and $40 million of floating rate notes, are
secured by a second priority lien on substantially all of the
issuer's assets and those of its subsidiary guarantors.  The notes
are guaranteed by the issuer's domestic restricted subsidiaries.

Headquartered in Quincy, Massachusetts, Altra Industrial Motion,
Inc., is a manufacturer of mechanical power transmission products,
with pro forma LTM revenue of approximately $337 million.


AMERICAN SKIING: Further Extends Debt Offering Until Tuesday
------------------------------------------------------------
American Skiing Company (OTC: AESK) extended the expiration date
for its tender offer for its 12% Senior Subordinated Notes due
2006 until 5:00 p.m., New York City time, on November 23, 2004.
As of the close of business on Tuesday, November 16, 2004,
American Skiing Company received tenders pursuant to the tender
offer for approximately $118,500,000 of its 12% Senior
Subordinated Notes due 2006.

The tender offer commenced on October 12, 2004, and will now
expire at 5:00 p.m., New York City time, on November 23, 2004,
unless further extended.  Closing of the tender offer is subject
to:

     (i) the consummation of any necessary debt financing to fund
         the total consideration for the Notes and to refinance
         the existing credit facility of American Skiing Company
         and

    (ii) certain other customary conditions.

Copies of documents may be obtained from:

            Georgeson Shareholder Communications, Inc.,
            Information Agent
            (212) 440-9800
            (888) 264-6999 (toll-free)

                        About the Company

Headquartered in Park City, Utah, American Skiing Company (OTC:
AESK) -- http://www.peaks.com/-- is one of the largest operators
of alpine ski, snowboard and golf resorts in the United States.
Its resorts include:

   -- Killington and Mount Snow in Vermont;
   -- Sunday River and Sugarloaf/USA in Maine;
   -- Attitash Bear Peak in New Hampshire;
   -- Steamboat in Colorado; and
   -- The Canyons in Utah.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
American Skiing Company disclosed that KPMG LLP advised it would
be unable to deliver its audit report on the Company's
consolidated financial statements for the year ended July 25,
2004, because it had not completed its assessment as to whether
substantial doubt exists about the Company's ability to continue
as a going concern.  Specifically, KPMG is continuing to assess
the facts and circumstances surrounding the Company's 10.5%
Repriced Convertible Exchangeable Preferred Stock.  As the Company
has previously disclosed, under the terms of the Preferred Stock
issue, the Company was required to the shares on Nov. 12, 2002, to
the extent that it had legally available funds to effect that
redemption.  Prior to and since the November 12, 2002, redemption
date, based upon all relevant factors, the Company's Board of
Directors has determined that legally available funds do not exist
for the redemption of any of the preferred shares.  The holder of
the Preferred Stock has made a demand for redemption and has not
agreed to extend the redemption date.


AMERIDEBT INC: Court Approves Appointment of Chapter 11 Trustee
---------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland approved the appointment of Mark D. Taylor,
Esq., as the Chapter 11 Trustee of AmeriDebt, Inc.'s estate.  Mr.
Taylor was appointed Chapter 11 Trustee by W. Clarkson McDow, Jr.,
the United States Trustee for Region 4.

The Court based its decision on the three facts cited by the U.S.
Trustee:

   * AmeriDebt's management has abdicated total control to
     Ballenger

     The managers of AmeriDebt, an alleged non-profit
     credit-counseling agency, had breached its fiduciary
     responsibility to its consumers by abdicating all of its
     management, operational and financial accounting
     responsibilities to The Ballenger Group.  AmeriDebt and
     Ballenger Group are parties to a Fulfillment Agreement, which
     gives Ballenger total control of AmeriDebt's assets and
     resources, in total disregard for the welfare of AmeriDebt's
     consumers.

   * AmeriDebt's management is guilty of gross mismanagement

     The U.S. Trustee explains that it is gross mismanagement
     on AmeriDebt's part to enter into a one-sided agreement
     with Ballenger, where it is given permanent processing rights
     for the debt management plans availed by AmeriDebt's
     consumers and further authorizes Ballenger to assign existing
     consumers to other credit counseling agencies of Ballenger's
     choosing.

   * AmeriDebt's management may be violating State laws

     The U.S. Trustee has concluded that AmeriDebt is not
     licensed to charge fees as a credit-counseling agency to the
     residents of the states of Maryland and Minnesota enrolled in
     its debt management plans.

The U.S. Trustee explains that Mr. Taylor as Chapter 11 Trustee
for AmeriDebt would provide appropriate management and oversight
of the Debtor's operations and address the concerns of the State
Attorney General, the Federal Trade Commission and other
plaintiffs who have sought relief on behalf of the Debtor's
consumers.

Mr. Taylor does not represent any interest adverse to the Debtor
or its estate.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company. The
Company filed for chapter 11 protection on June 5, 2004 (Bankr. D.
Md. Case No. 04-23649).  When the Company filed for protection
from its creditors, it listed $8,387,748 in total assets and
$12,362,695 in total debts.


AMERIDEBT INC: Chapter 11 Trustee Hires Arent Fox as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave its
permission to Mark D. Taylor, the Chapter 11 Trustee for
AmeriDebt, Inc., to employ Arent Fox PLLC, as his counsel.

Arent Fox will:

    a) assist and advise the Trustee with regard to his powers and
       duties under Section 1106 of the Bankruptcy Code;

    b) assist and advise the Trustee in analyzing the Debtor's
       acts, conduct, assets and liabilities;

    c) advise the Trustee concerning efforts to collect and
       recover property for the benefit of the Debtor's estate;

    d) prepare on the Trustee's behalf, all necessary and
       appropriate applications, motions, notices, draft orders
       and other pleadings;

    e) assist the Trustee with negotiation and preparation of a
       plan of reorganization of liquidation and all related
       documents and prosecute the plan through the confirmation
       process;

    f) represent the Trustee in connection with any adversary
       proceedings or automatic stay litigation that may be
       commenced and any other action necessary to protect and
       preserve the Debtor's estate;

    g) advise the Trustee in connection with any sale of assets or
       other dispositions of property of the Debtor's estate;

    h) appear before the Court, any appellate courts and other
       courts in which matters may be heard and protect the
       interests of the Trustee and the Debtor's estate; and

    i) perform all other necessary legal services for the Trustee
       in the Debtor's chapter 11

Mr. Taylor is a member of Arent Fox.  He may, from time to time,
render legal services to the Debtor's estate in addition to his
duties as Trustee.  Mr. Taylor will bill the Debtor's estate for
his services at $385 per hour.

Mr. Taylor reports Arent Fox's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Members               $350 - 550
    Counsel                260 - 540
    Associate              185 - 380
    Legal Assistants       110 - 180

To the best of the Trustee's knowledge, Arent Fox does not
represent any interest adverse to the Trustee, the Debtor or its
estate.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company. The
Company filed for chapter 11 protection on June 5, 2004 (Bankr. D.
Md. Case No. 04-23649).  When the Company filed for protection
from its creditors, it listed $8,387,748 in total assets and
$12,362,695 in total debts.


ATA AIRLINES: Gets Court Nod to Use $20.7M of Cash Collateral
-------------------------------------------------------------
ATA Airlines' businesses require cash.  Without cash, the Debtors
would not be able to operate for even a single day.  When ATA
filed for chapter 11 protection, it had approximately $21,776,594
of Available Cash.  Approximately 95% of that cash is pledged to
secure repayment of a $168,000,000 loan from Govco Incorporated,
Citibank, N.A., AFS Investments XII, Inc., and International Lease
Finance Corporation, for which the Air Transportation and
Stabilization Board provides a $148,500,000 guarantee.  The ATSB
Loan balance is approximately $139,900,000 plus accrued but unpaid
interest as of October 26, 2004.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of Indiana for permission to use the 95% portion of their
Available Cash -- $20,687,765 -- that constitutes Cash Collateral
securing repayment of the ATSB Loan to fund their on-going
operations while in chapter 11.

                           Responses

A. Indianapolis Airport Authority

The Indianapolis Airport Authority operates the Indianapolis
International Airport.  Ben T. Caughey, Esq., at Ice Miller, in
Indianapolis, Indiana, tells the Court that the Debtors and their
agents collect Passenger Facility Charges and hold them for the
benefit of the IAA.  On a monthly basis, the Debtors accrue
$335,654 aggregate average in PFCs due and payable to the IAA.

In the past, the Debtors have complied with the accounting and
remittance requirement of the PFC regulations, however, the
Debtors are currently obligated to pay for PFCs for September
2004, and will subsequently continue to accrue obligations.  The
IAA estimates that the Debtors' unpaid PFC obligation aggregates
$211,000.

According to Mr. Caughey, in In re Begier v. United States, 493
U.S. 53, 67 (1990), PFCs, like excise tax, are not the estate's
property, but rather property held in trust.  Congress designed
the PFC statute to require air carries to collect PFCs, hold them
in trust, account for them, and remit them, less handling costs,
on a timely basis to approved airports.  PFCs are trust funds from
the moment of collection from the passenger.  Air carriers,
including the Debtors, have no equitable or legal interest in the
PFCs.

Under Section 541(d) of the Bankruptcy Code, Mr. Caughey notes
that funds held in trust are excluded from the debtor's bankruptcy
estate and are immediately payable to the trust beneficiary.

In this regard, the IAA objects to the Debtors' use of their
prepetition cash collateral to the extent that the Cash
Collateral includes the IAA's PFC trust funds.

Furthermore, IAA asks the Court to:

   (a) direct the Debtors to immediately segregate and remit all
       PFCs due to the IAA;

   (b) on a going forward basis, direct the Debtors to take all
       necessary and appropriate steps to ensure that the Debtors
       segregate all PFCs collected on a daily basis, remit the
       PFCs to the IAA on a monthly basis, and otherwise fully
       comply with all accounting and remittance requirements
       provided by 14 C.F.R. Section 158; and

   (c) deny the Debtors' request to use cash collateral to the
       extent the cash collateral includes its PFC trust funds.

B. City of Chicago

The City of Chicago owns and operates an airport system, including
facilities and ticket operations, at Chicago Midway International
Airport.  On January 1, 1997, the City of Chicago and ATA
Airlines, Inc. entered into a Chicago Midway Airport Amended and
Restated Airport Use Agreement and Facilities Lease, under which:

   (a) Chicago leases to the Debtors certain portions of Midway
       Airport for the purpose of conducting an Airport
       Transportation Business; and

   (b) performing operations and functions that are incidental
       and necessary to the conducting of the Airport
       Transportation Business.

Additionally, the Midway Terminal Agreement unambiguously
prohibits the Debtors for pledging and encumbering the Leased
Premises in any fashion.

Elliot D. Levin, Esq., at Rubin & Levin, PC, in Indianapolis,
Indiana, points out that Debtors' proposed interim cash collateral
order provides the Debtors' lenders with certain "Replacement
Liens" as part of the lenders' adequate protection. In particular,
the Interim Cash Collateral Order purports to grant valid,
perfected and enforceable liens and security interests assigned by
the Debtors to the "Collateral Agent" that would cover the Leased
Premises and Midway Terminal Agreement, but this right is then
qualified by a provision, which is unclear, and unnecessary, at
least with respect to the Leased Premises and the Midway Airport
Terminal.

Chicago requests that any interim cash collateral order entered by
the Court unequivocally exclude from "Replacement Liens" any lien,
right, interest, or claim related to the Leased Premises and the
Debtors' rights under the Midway Terminal Agreement.

                         Debtors Respond

Charles T. Cleaver, Vice-President and Treasurer of ATA Holdings
Corp., states that the Debtors' Cash Collateral Motion
inadvertently included the statement that PFCs were included in
one master segregated account, together with, for example, "trust
fund" payroll taxes.  Mr. Cleaver tells the Court that months
before the Petition Date, the Debtors established a separate
segregated account at First Indiana Bank and all PFCs were
transferred to that account.

In addition, Mr. Cleaver relates that 49 U.S.C. Section
40117(m)(1) permits an airline to deposit "average" monthly PFC
collections into the escrow account.  However, to be conservative,
the Debtors have been depositing the actual amount of PFCs
collected on a daily or weekly basis.  Furthermore, based on
discussions with the Federal Aviation Administration personnel,
the Debtors have also agreed to maintain at least $3,100,000 in
that account at all times, which sum is consistent with the
average monthly PFC collections over the past year.

Mr. Cleaver maintains that the Debtors are in full compliance with
all applicable federal regulations and the Debtors will continue
to honor the requirements.

The Debtors ask the Court to overrule the objections based on
alleged deficiencies in segregating or remitting PFCs.

                          *     *     *

Judge Lorch authorizes the Debtors to use their Cash Collateral,
on an interim basis, to pay the ordinary and reasonable expenses
of operating their businesses, including, without limitation,
payroll and benefit expenses.

Judge Lorch rules that the PFCs are trust funds and are not
property of the estate pursuant to Section 541 of the Bankruptcy
Code.  The Debtors will not grant to any third party any security
or other interest in the PFCs.

The Debtors are authorized to pay, for the benefit of the ATSB
Lender Parties, $250,000 plus reasonable expenses for the costs to
be incurred by the ATSB Lender Parties for the fee of Lazard
Freres & Co., LLC, as financial advisor to the ATSB Lender
Parties for one month, in connection with:

   (i) enforcing their rights under the Loan Documents, the ATSB
       Loan, the ATSB Guarantee and the ATSB Guarantee Agreement;

  (ii) the negotiation, drafting and execution of the Interim
       Order;

(iii) advising the ATSB Lender Parties in connection with a
       Restructuring Transaction and any DIP financing proposals
       or agreements; and

  (iv) protecting the ATSB Lender Parties' rights during the
       Chapter 11 cases.

The Debtors are authorized to provide adequate protection to the
ATSB Lender Parties in exchange for the Debtors' use of the Cash
Collateral.

                       13-Week Cash Budget

As additional adequate protection, the Debtors provide the ATSB
Lender Parties with, among others, a rolling 13-week detailed cash
forecast, showing the Debtors' sources and uses of cash.

                     ATA Holding Corp, et al.
                           Cash Budget
               For 13 Weeks Ending January 21, 2005

Cash at Beginning of Period                         $45,562,441

Receipts:
   Military                                          83,360,219
   Charter                                           24,629,035
   Scheduled Service                                187,828,439
   Holdback AMEX                                              -
   Holdback Discoverer                               (1,200,000)
   Holdback Diner's Club                               (800,000)
   Other Receipts                                     9,910,952
   Financing & Miscellaneous                            855,417
   Wet Lease Receipts                                27,311,739
                                                  -------------
   Total Receipts                                   331,895,801

Disbursements:
   Maintenance                                        3,702,719
   Payroll                                           81,927,369
   Tax                                               41,246,618
   Accounts Payable                                  66,302,411
   Fuel                                              83,921,871
   Debit                                              2,047,285
   Lease                                             27,434,166
   Insurance                                          7,492,138
   Handling/ Landing                                  7,939,343
   Chicago Express                                    9,727,927
   Miscellaneous                                      7,333,062
   Restructuring                                      8,746,300
   DIP Financing                                        525,000
                                                  -------------
   Total Disbursements                              348,346,209

Net Cash Flow                                       (16,450,508)
New Borrowings                                                -
                                                  -------------
Cash at End of Period                               $29,112,033

Beginning DIP Balance                                         -
New Borrowings                                                -
Ending DIP Balance                                            -
                                                  -------------
Net Liquidity Position                              $29,112,033
                                                  =============

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


ATA AIRLINES: Four Other Airports Want PFCs Segregated
------------------------------------------------------
In separate filings, four airport operators support The Greater
Orlando Aviation Authority's request for segregation of passenger
facility charges collected by the ATA Airlines and its
debtor-affiliates:

   (a) The City and County of San Francisco, acting by and
       through the San Francisco Airport Commission;

   (b) The Denver International Airport, owned and operated by
       the City and County of Denver, in connection with its
       municipal airport system;

   (c) The Indianapolis Airport Authority, which owns and
       operates the Indianapolis International Airport; and

   (d) The Dallas/Fort Worth International Airport Board.

The Airport Operators agree that the Debtors should open a bank
account, separate and apart for all other accounts, to deposit all
collected PFCs and remit the PFCs to the appropriate airport
monthly as required under 14 C.F.R. Sections 157 and 158.

Since commencing operations at the Airport Operators' facilities,
the PFCs collected by the Debtors continue to accrue, and the
Debtors continue to incur obligations, on a monthly basis on the
average with respect to each Airport Operator:

     Airport Operator             ATA's Obligation
     ----------------             ----------------
     San Francisco Airport        $345,700 in monthly rent,
     Commission                   charges, and landing fees; and

                                  $202,000 in monthly PFCs at
                                  $4.50 added to each ticket
                                  sold

     Denver International         $200,000 in monthly rent,
     Airport                      charges and landing fees; and

                                  $73,000 in monthly PFCs at
                                  $4.50 added to each ticket

     Indianapolis Airport         $335,654 in monthly PFCs.  The
     Authority                    Debtors obligation to the IAA
                                  begins to accrue in September
                                  2004 and now aggregates
                                  $211,000

     Dallas/Fort Worth            $225,121 in aggregate PFCs
     International Airport
     Board

                         Debtors Respond

Charles T. Cleaver, Vice-President and Treasurer of ATA Holdings
Corp., informs Judge Lorch that the Debtors have established a
separate segregated account at First Indiana Bank and all PFCs
were transferred to that account.  Moreover, Mr. Cleaver assures
the United States Bankruptcy Court for the Southern District of
Indiana that the Debtors are in full compliance with all
applicable federal regulations and the Debtors will continue to
honor the requirements.

With respect to the PFC remittances for September 2004,
Mr. Cleaver relates that the funds were not due to be paid to the
airport authorities until November 1, 2004.

Any motions seeking to order the Debtors to take steps that have
already been undertaken with respect to PFCs should be denied as
moot, Mr. Cleaver says.

                          *     *     *

Judge Lorch rules that the PFCs are trust funds and are not
property of the estate pursuant to Section 541 of the Bankruptcy
Code.  The Debtors will not grant to any third party any security
or other interest in the PFCs.

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


ATA AIRLINES: Hires BMC Group as Notice and Claims Agent
--------------------------------------------------------
In view of the heavy administrative and other burdens on the
United States Bankruptcy Court for the Southern District of
Indiana and Office of the Clerk of the Court that may be imposed
by thousands of creditors and other parties-in-interest involved
in ATA Airlines and its debtor-affiliates' Chapter 11 cases, the
Debtors sought and obtained the Court's authority to employ BMC
Group as their notice, claims and balloting agent, nunc pro tunc
to the Petition Date.

BMC Group is one of the country's premier Chapter 11
administrators with experience in noticing, claims processing,
claims reconciliation, balloting and distribution.  BMC Group has
acted as official notice, claims and balloting agent in several
other cases in various judicial districts.

At the request of the Debtors or the Clerk's Office, BMC Group
will:

   (a) prepare and serve required notices in the Debtors' Chapter
       11 cases, which may include notice of:

       -- the commencement of Chapter 11 cases and the initial
          meeting of creditors;

       -- the deadline for filing claims, if any;

       -- objections to claims;

       -- any hearings on a disclosure statement and confirmation
          of a reorganization plan; and

       -- other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of the Chapter 11 cases;

   (b) after mailing of a particular notice, file with the
       Clerk's Office a certificate or affidavit of service that
       includes a copy of:

       -- the notice involved; and

       -- an alphabetical list of persons to whom the notice was
          mailed to and the date and manner of mailing;

   (c) reconcile and resolve claims;

   (d) receive and record original proofs of claim and proofs of
       interest filed;

   (e) create and maintain official claims registers, including,
       among other things, information for each proof of claim or
       proof of interest:

       -- the applicable Debtors;

       -- the name and address of the claimant and any claimant's
          agent, if the proof of claim or proof of interest was
          filed by an agent;

       -- the date received;

       -- the claim number assigned; and

       -- the asserted amount and classification of the claim;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers upon request and at agreed upon intervals;

   (h) act as balloting agent which will include these services,
       without limitation:

       -- print ballots including the printing of creditor and
          shareholder specific ballots;

       -- prepare voting reports by plan class, creditor or
          shareholder and amount for the Debtors' review and
          approval;

       -- coordinate mailing of ballots, disclosure statement and
          plan or other appropriate materials to all voting and
          non-voting parties and provide affidavit of service;

       -- establish a toll-free "800" number to receive questions
          regarding voting on the plan; and

       -- receive ballots and record ballots, inspect ballots for
          conformity to voting procedures, date stamp and number
          ballots consecutively and tabulate and certify the
          results;

   (i) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or interest, which list will
       be available upon request of a party-in-interest or the
       Clerk's Office;

   (j) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (k) record all claim transfers pursuant to Rule 3001(e) of the
       Federal Rules of Bankruptcy Procedure and provide notice
       of the transfers;

   (l) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;

   (m) provide temporary employees to process claims, as
       necessary;

   (n) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe; and

   (o) perform other administrative and support services related
       noticing, claims, docketing, solicitation and distribution
       as the Debtors or the Clerk's Office may request.

Pursuant to an Agreement for Services entered among the Debtors,
Baker & Daniels, and BMC Group, the Debtors will pay BMC Group
according to its standard prices for its services including
reimbursement of necessary expenses.  In addition, the Debtors
will prepay BMC Group's estimated postage amounts in connection
with the noticing services.

The Debtors' estates and particularly the creditors will benefit
from BMC Group's significant experience in acting Claims Agent and
the efficient cost-effective methods that BMC Group has developed.
BMC Group is fully equipped to handle the volume involved in
properly sending the required notices to and processing the claims
of creditors and other interested parties.

BMC Group Vice President Tinamarie Feil ascertains that BMC Group
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code and holds no interest adverse to the
Debtors and their estates.

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


AVENUE CLO: S&P Assigns BB Rating to $376 Million Class B-2L Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Avenue CLO Fund Ltd./Avenue CLO Fund (Delaware)
Corporation's $376 million floating-rate notes due 2017.

The preliminary ratings are based on information as of
November 17, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- the expected commensurate level of credit support in the
      form of subordination to be provided by the notes junior to
      the respective classes;

   -- the cash flow structure, which is subject to various
      stresses requested by Standard & Poor's;

   -- the experience of the collateral manager; and

   -- the legal structure of the transaction, which includes the
      bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned

                    Avenue CLO Fund Limited/
             Avenue CLO Fund (Delaware) Corporation

        Class                 Rating     Amount (mil. $)
        -----                 ------     ---------------
        X                     AAA              8.0 *
        A-1L                  AAA            286.0
        A-2L                  AA              34.0
        A-3L                  A-              19.0
        B-1L                  BBB             19.0
        B-2L                  BB              10.0
        Preferred shares      N.R.            24.0

     * Scheduled amortization during the reinvestment period.

                        N.R. - Not rated


BRODER BROS: Moody's Rates Proposed $50M Senior Unsec. Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Broder Bros.,
Co.'s proposed $50 million Add-On issue of 11-1/4 % guaranteed
senior unsecured notes due 2010 and affirmed the company's
existing ratings.  Ratings outlook stable.

The ratings reflect the expectation that, despite the increase in
the senior unsecured debt, Broder will be able to service the
additional debt levels and maintain credit protection metrics that
are appropriate for the rating category.

The ratings recognize the diversification of the company's
customer base, the presence of multiple suppliers for the
imprintable blanks it distributes, Broder's experienced management
team, and the expectation that the company will reduce leverage
and improve interest coverage in the near term.

Broder, with a 13% national market share in the distribution of
imprintable sportswear and accessories, is the largest in the
industry.  The company's 15,000 regular customers and 50,000 to
100,000 potential customers, consist of Fortune 1000 companies,
concerts, sporting events, schools, athletic leagues, and tourist
destinations.

The ratings are constrained by the remaining need to fully
integrate the recent acquisition of NES, by the risk that greater
than expected price deflation in 2005 and in subsequent years may
weaken projected sales, and by the company's high leverage, low
interest coverage, and relatively low cash flow coverage.

The full integration of NES is expected by mid-year 2005.  At
12/31/04 on a proforma basis Debt/EBITDA is 5X, EBIT/ Interest is
1.3 X, and retained cash flow/ adjusted debt is 6.1%.

The ratings also recognize the contractual subordination of the
guaranteed senior unsecured notes to the $175 million senior
secured revolving credit facility.

The stable outlook reflects the reasonable assumptions for
business and operations in 2005 and the strong market position
attained by the company.  In the near term, Debt/ EBITDA is
expected to decline to 4X and retained cash flow/ adjusted debt to
increase to 7.0%.

These ratings were affected by this rating action:

   * $50 million add-on 11-1/4 % guaranteed senior notes due in
     2010, assigned at B3,

   * $175 million 11-1/4 % guaranteed senior notes due in 2010,
     affirmed at B3,

   * Senior Implied rating, affirmed at B1,

   * Senior Unsecured Issuer, affirmed at Caa1.

The outlook is stable.

Broder Bros. Co., based in Philadelphia, Pennsylvania is a leading
distributor of imprintable sportswear and accessories in the U.S.
In 2003 Broder acquired Alpha Shirt Company and in 2004 it
acquired NES Clothing Company.  Broder reported revenues of
approximately $487 million for fiscal year 2003, Alpha reported
revenues of approximately $409 million for fiscal year 2002, and
NES generated revenues of approximately $132 Million for the
twelve months ended June 30, 2004.


CATHOLIC CHURCH: Court Approves Portland & Tort Committee Pact
--------------------------------------------------------------
The Archdiocese of Portland in Oregon advised the U.S. Bankruptcy
Court for the District of Oregon that it maintains funds and
investments for itself, and as a fiduciary, trustee, or custodian
for various parishes, schools, charitable trusts, and other
entities, held in accounts located at Key Bank and Union Bank of
California.

The Official Committee of Tort Claimants in Portland's case,
however, asserts that Portland maintains the funds and investments
for itself, and not as a fiduciary, trustee, or custodian for the
parishes, schools, and other entities.  Therefore, the funds and
investments in the Accounts are all property of Portland's estate.
The Portland Tort Committee explains that the parishes and schools
have no legal existence separate from the Archdiocese and are
analogous to divisions of a corporation.  The estate includes the
parishes and schools, and the Accounts, including an Archdiocesan
Loan and Investment Program, a Catholic Education Endowment Fund,
and all parish and school bank accounts.

Portland, in turn, argues that under Canon Law, the funds and
investments that are held for other entities are not property of
its estate.  Thomas W. Stilley, Esq., at Sussman Shank, LLP, tells
Judge Perris that in the event the funds are determined to be
property of Portland's estate, intervention of the Court with
respect to Portland's functions and responsibilities in using and
administering the funds would be unconstitutional.  It intrudes on
the exercise of religious freedom under the First Amendment to the
United States Constitution and the laws, which forbid or restrain
the manner in which the Court may burden the free exercise of
religion.

In the alternative, Mr. Stilley asserts that the Court's authority
to limit the use of the funds should not be exercised because
Portland's use and administration of the funds is in the ordinary
course of its business under Sections 363 and 1108 of the
Bankruptcy Code.

                        Operating Budget

Portland and the Portland Tort Committee want to implement a
procedure that will allow the Archdiocese, the parishes, and the
schools to continue to utilize the funds and investments in the
Accounts without:

   -- the necessity of the Court determining any of the disputed
      legal issues at this time; and

   -- without waiver of any rights by Portland, the Committee, or
      any party-in-interest to pursue determination of the
      Disputed Legal Issues in the future.

Portland requires the continued use of what it deems to be its
funds in the Accounts for its ordinary day-to-day operations.
The parishes and schools require the use of funds in the Accounts
for day-to-day operations -- including summer salaries, tuition
assistance, scholarships, and textbooks, and for repairs and
renovations to real and personal property.  In addition, the funds
in the ALIP are used to fund certain building projects at parishes
and schools and other expenditures.

Portland has prepared a budget, which sets forth the estimated
cash to be used for day-to-day operations, and lists, which set
forth anticipated expenditures from the ALIP and CEEF for the
period from July 15, 2004, through December 31, 2004.

A copy of the budget and lists is available at no charge at:

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

Mr. Stilley relates that the Accounts are replenished as funds are
received by Portland from parishes and schools.  The parishes
typically pay 8% of the amounts collected from their non-
designated offertory to Portland on a monthly basis.  Portland
uses these funds to defray day-to-day operating expenses and for
its programs and ministries.  Most of the parishes place all other
parish funds in excess of the amounts they anticipate will be
needed for three months' operating expenses in the ALIP.

                         The Stipulation

To preserve the viability of Portland, the parishes and the
schools, to allow them to continue to operate in the ordinary
course, and to provide adequate oversight over Portland's use and
administration of the funds and investments in the Accounts,
Portland and the Portland Tort Committee further stipulate that:

   (a) Portland may continue to utilize the funds and investments
       in the Accounts and in accordance with the Operating
       Budget, the ALIP Budget, and the CEEF Budget.  Portland
       will use the funds in the Accounts only in the amounts and
       for the uses set forth in the Operating Budget, the ALIP
       Budget, and the CEEF Budget.

   (b) Portland may use the funds and investments in the
       Accounts in accordance with the Operating Budget through
       and including December 31, 2004, so long as, the total
       cash and investment balance in each of the Accounts --
       excluding the General Operating Fund, the Annual Catholic
       Appeal, the Insurance Fund, and the ALIP -- after giving
       effect to expenditures, at all times equals or exceeds 95%
       of the cumulative cash and investment balance in each of
       the Accounts as of June 30, 2004.  The Budget Period may
       be extended by further stipulation and Court order.

   (c) Portland's Operating Budget expenditures for any line item
       may exceed the amount budgeted for that line item by a
       factor of no more than 20% of the budgeted amount.

   (d) Portland is authorized to make disbursements of ALIP and
       CEEF funds not provided for in the ALIP Budget and CEEF
       Budget:

       * Upon a request by any parish or school for one or more
         disbursements not provided for in the ALIP or CEEF
         Budget totaling $30,000 or less, in the aggregate within
         a six-month period, for repairs, maintenance, or other
         normal operating expenses, but excluding capital
         expenditures and other out of the ordinary transactions,
         and if the request complies with the established
         guidelines and procedures for making the disbursement,
         Portland will be authorized to make the disbursements
         without further Court notice or order; and

       * Upon a request for a disbursement not provided for in
         the ALIP Budget or CEEF Budget that is either:

         (1) for a capital expenditure or other out of the
             ordinary course expenditure; or

         (2) in excess of $30,000 in the aggregate within a six-
             month period,

         and if the request complies with the established
         guidelines and procedures for making the disbursement,
         then before making the disbursement, Portland will
         provide the Tort Committee with 10 business days' prior
         written notice setting forth the name of the
         participant, the amount of the request, and a
         description of the purpose for the requested
         disbursement.

         If no written objection is received from the Committee
         within the 10-day period, Portland will be authorized to
         make the disbursement without further Court notice or
         order.  If the Committee objects to the disbursement, it
         will, within the 10-day period, provide Portland with
         written notice of its objection.

         Upon receipt of the objection, Portland will not make
         the disbursement without first obtaining a written
         withdrawal from the Committee of its objection, or
         pursuant to a Court order after 20 days' notice and
         an opportunity for hearing to the participant requesting
         the disbursement, the Committee, the 20 largest
         unsecured trade creditors, the U.S. Trustee, and all
         parties requesting special notice.

   (e) In addition to the other information included in its
       monthly financial reports, Portland will provide a report
       pursuant to Rule 2015 of the Federal Rules of Bankruptcy
       Procedure comparing the actual performance to the
       Operating Budget, the ALIP budget, and the CEEF Budget for
       the month ended immediately prior to the filing of the
       report and the period from the Petition Date.  Portland
       will provide a copy of the monthly financial report and
       the FRBP 2015 Report to the Tort Committee and the U.S.
       Trustee.

   (f) Portland will keep all property of the estate, including
       all parish and school property, free of all liens,
       encumbrances and other security interests, other than
       those in existence on the Petition Date, and will pay and
       discharge when due all taxes and levies arising or
       accruing from and after the Petition Date.  Portland will
       not sell or transfer any property, including any parish or
       school property, without prior Court order.

   (g) Portland will provide the Tort Committee and its agents
       with access to all of its financial books and records,
       subject to availability and workload constraints.  The
       Committee may contact Portland's banks to verify cash
       balances and other transactions.

   (h) On or before the last business day of each month, Portland
       will provide the Tort Committee with copies of:

       * evidence of all bank deposits made by Portland during
         the previous calendar month;

       * evidence of all withdrawals and transfers from
         Portland's bank accounts during the previous calendar
         month;

       * all bank statements and other account statements
         received during the previous calendar month;

       * Portland's check register for the previous calendar
         month; and

       * Portland's bank account reconciliation for the prior
         calendar month.

   (i) On or before December 1, 2004, Portland will deliver to
       the Committee an operating budget for the six-month period
       starting on January 1, 2005, and ending on June 30, 2005.

   (j) Portland will use its best efforts to obtain from the
       parishes and schools their June 30, 2004 financial
       statements and provide copies of all the statements
       obtained by Portland to the Committee.

The stipulation is without prejudice to any Disputed Legal
Issues.  All Disputed Legal Issues and all positions of Portland
and the Tort Committee with respect the Issues are preserved.

At Portland's behest, Judge Perris approves the Stipulation.

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., and 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. 9; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CENTERPOINT ENERGY: Posts $1.1 Billion Net Loss in Third Quarter
----------------------------------------------------------------
CenterPoint Energy, Inc., (NYSE: CNP) reported a net loss of
$1.1 billion for the third quarter of 2004 compared to net income
of $182 million, or $0.59 per diluted share for the same period of
2003.

The net loss for the third quarter of 2004 was primarily related
to two major events:

   1) The company recorded an $894 million extraordinary charge
      to earnings.  This charge reflects a write-down of the
      company's generation-related regulatory assets resulting
      from the Public Utility Commission of Texas' deliberations
      in the proceeding to determine the company's stranded
      investment and other true-up amounts filed pursuant to the
      Texas electric restructuring law.

   2) Due to the pending sale of the company's interest in Texas
      Genco Holdings, Inc. (NYSE: TGN), the company recorded a
      $259 million net loss from discontinued operations and
      reclassified the electric generation segment as discontinued
      operations for all periods presented.

Net income for the third quarter of 2003 included $35 million of
income from discontinued operations.

Income from continuing operations was $17 million for the third
quarter of 2004 compared to $147 million for the third quarter of
2003.  The third quarter of 2003 included after-tax income of
$144 million related to Excess Cost Over Market revenues, which
terminated as of December 31, 2003, in accordance with the Texas
electric restructuring law.

"We're very disappointed in the estimated recovery amount from our
true-up proceeding pending before the Texas Public Utility
Commission," said David M. McClanahan, president and chief
executive officer of CenterPoint Energy.  "However, we're pleased
that the sale of Texas Genco is progressing well, and we will de-
leverage the company with the proceeds from the sale and the
ultimate securitization of the approved true-up balance.  We
continue to execute the strategy that we developed when we formed
CenterPoint Energy a little over two years ago -- namely, reducing
our debt and optimizing and enhancing our core energy delivery
businesses.  We're making good progress."

For the nine months ended September 30, 2004, the company recorded
a net loss of $1 billion, which included a $154 million net loss
from discontinued operations resulting from the pending sale of
Texas Genco and the $894 million extraordinary charge to earnings
from the write-down of generation-related regulatory assets.  Net
income for the same period of 2003 was $413 million, which
included $52 million of income from discontinued operations.

Income from continuing operations was $43 million for the nine
months ended September 30, 2004, compared to $362 million, or
$1.18 per share for the same period of 2003.  The nine months
ended September 30, 2003 included after-tax, ECOM-related income
of $296 million, or $0.97 per diluted share.

                   Third Quarter 2004 Highlights
                        True-Up Proceeding

On March 31, 2004, the company filed its true-up application with
the PUC, marking one of the final steps in the implementation of
the Texas electric restructuring law.  In this application the
company is seeking to recover a true-up balance of $3.7 billion,
excluding interest.  Although a final order has not been issued,
based on deliberations by the PUC commissioners during six public
meetings, the company estimates that it will recover approximately
$2.0 billion of its requested amount, excluding interest which
will be recorded once a final determination has been made by the
PUC.  Consequently, the company recorded an $894 million
extraordinary loss in the quarter. Once the PUC issues a final
order, the extraordinary loss may be adjusted.

                      Sale of Texas Genco

On July 21, 2004, CenterPoint Energy and Texas Genco announced a
definitive agreement for GC Power Acquisition LLC, a newly formed
entity owned in equal parts by affiliates of The Blackstone Group,
Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and
Texas Pacific Group, to acquire Texas Genco for approximately
$3.65 billion in cash.  The transaction, subject to certain
regulatory approvals, will be accomplished in two steps.  The
first step, expected to be completed in the fourth quarter of
2004, involves Texas Genco's purchase of the 19 percent of its
shares owned by the public for $47 per share, followed by GC Power
Acquisition's purchase of a Texas Genco subsidiary that will then
own Texas Genco's coal, lignite and gas-fired generation plants.
In the second step of the transaction, expected to take place in
the first half of 2005 following Nuclear Regulatory Commission
approval, GC Power Acquisition will complete the acquisition of
Texas Genco, the principal remaining asset of which will then be
Texas Genco's interest in the South Texas Project nuclear
facility.  Total cash proceeds to CenterPoint Energy from both
steps of the transaction will be approximately $2.9 billion for
its 81 percent interest in Texas Genco. After-tax proceeds are
estimated to be approximately $2.5 billion.

              Operating Income By Segment Detailed
              Electric Transmission & Distribution

The electric transmission & distribution segment reported
operating income of $178 million in the third quarter of 2004,
consisting of $169 million for the regulated transmission and
distribution utility (TDU) and $9 million for the transition bond
company, which is an amount sufficient to pay interest on the
transition bonds.  Results for the third quarter of 2004 do not
include any revenues related to ECOM, which terminated as of
December 31, 2003, in accordance with the Texas electric
restructuring law.  Operating income for the same period of 2003
totaled $383 million, consisting of $151 million for the TDU,
$10 million for the transition bond company and $222 million of
non-cash income associated with ECOM.

The TDU continues to benefit from solid customer growth as nearly
51,000 metered customers were added since September 2003.
Increased operation and maintenance expenses from environmental
remediation costs and increased transmission payments were more
than offset by a land sale.

Operating income for the nine months ended September 30, 2004, was
$390 million, consisting of $361 million for the TDU and
$29 million for the transition bond company.  Operating income for
the same period of 2003 totaled $823 million, consisting of
$339 million for the TDU, $29 million for the transition bond
company and $455 million of non-cash income associated with ECOM.

                    Natural Gas Distribution

The natural gas distribution segment reported an operating loss of
$2 million for the third quarter of 2004 compared to an operating
loss of $5 million for the same period of 2003.  Due to seasonal
impacts, operating results for the third quarter in this segment
are typically the weakest of the year.

Continued customer growth, with the addition of over 45,000
customers since September 2003, and higher revenues from rate
increases more than offset increased operating expenses.

Operating income for the nine months ended September 30, 2004, was
$137 million, compared to $146 million for the same period of
2003.

                    Pipelines and Gathering

The pipelines and gathering segment reported operating income of
$35 million for the third quarter of 2004 compared to $39 million
for the same period of 2003.  Increased transportation and gas
gathering margins were more than offset by higher operation and
maintenance expenses primarily related to pipeline integrity
expenditures and litigation settlement costs.

Operating income for the nine months ended September 30, 2004 was
$123 million compared to $124 million for the same period of 2003.

                        Other Operations

The company's other operations reported an operating loss of
$4 million for the third quarter of 2004 compared to operating
income of $1 million for the same period of 2003.

The operating loss for the nine months ended September 30, 2004,
was $17 million compared to an operating loss of $16 million for
the same period of 2003.

                        Interest Expense

Interest expense incurred for the third quarter of 2004 was
$206 million compared to $238 million for the same period of 2003.
In accordance with Emerging Issues Task Force Issue No. 87-24,
"Allocation of Interest to Discontinued Operations", the company
reclassified interest to discontinued operations of Texas Genco
according to the terms for debt repayment in the respective credit
facilities in effect for each period.  After reflecting the
reclassification of interest expense to discontinued operations
and interest incurred by discontinued operations of $14 million
for the third quarter of 2004 and $54 million for the same period
of 2003, interest expense related to continuing operations was
$192 million in 2004 and $184 million in 2003.

Interest expense incurred for the nine months ended
September 30, 2004, was $621 million in 2004 compared to
$712 million for the same period of 2003.  After reflecting the
reclassification of interest expense to discontinued operations
and interest incurred by discontinued operations of $38 million
for the nine months ended September 30, 2004, and $181 million for
the same period of 2003, interest expense related to continuing
operations was $583 million for 2004 and $531 million for the same
period of 2003.

                     Discontinued Operations

Due to the pending sale of the company's interest in Texas Genco,
the electric generation segment has been reclassified as
discontinued operations in the third quarter of 2004.  As a result
of the sale, the company recorded a $253 million loss related to
the sale of Texas Genco and an additional loss of $93 million
offsetting the company's 81 percent interest in Texas Genco's
third quarter 2004 earnings.  Until the sale of Texas Genco is
complete, the company's interest in any Texas Genco earnings will
be offset by an increased loss on the pending sale.  Income from
Texas Genco presented in discontinued operations was $87 million
for the quarter and $36 million for the same period of 2003.  For
the nine months ended September 30, income from Texas Genco
presented in discontinued operations was $192 million for 2004 and
$66 million for the same period of 2003.  These operations are
presented as discontinued operations in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets", for all periods presented.

                     Fourth Quarter Dividend

The Board of Directors of CenterPoint Energy has not yet taken up
the matter of a cash dividend for the fourth quarter, but is
expected to do so at its meeting later in November.

                        About the Company

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission & distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas, of which approximately
2,500 megawatts are currently in mothball status.  The company
serves nearly five million metered customers primarily in
Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas.
Assets total over $19 billion.  With more than 11,000 employees,
CenterPoint Energy and its predecessor companies have been in
business for more than 130 years.  For more information, visit the
Web site at http://www.CenterPointEnergy.com/

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.


CHOICE ONE: Emerges from Bankruptcy Protection
----------------------------------------------
Choice One Communications successfully completed its previously
announced "prepackaged" financial restructuring and emerged from
chapter 11 as a strategically, operationally and financially
strong company well-positioned for the long term.

As a result of the restructuring process -- which began on
October 6, 2004, and took just six weeks from start to finish --
the Company now enjoys substantially reduced debt, a stronger
balance sheet and increased liquidity, enabling Choice One to
remain a premier telecommunications provider.  To support its
future business activities and as part of the financial
restructuring, the Company obtained $30 million of new financing
provided by a subset of the Company's existing lenders.

"We are grateful to our employees, customers, lenders and
suppliers, whose strong and continued support allowed us to move
through the reorganization process quickly, efficiently and
effectively," said Steve Dubnik, President and Chief Executive
Officer.  "Our ability to achieve such a significant financial
restructuring in less than two months is virtually unprecedented
in our industry and leaves Choice One very well positioned to
continue to serve our customers, create a dynamic work environment
for our colleagues, and pursue additional opportunities for
profitable growth."

Choice One's Plan of Reorganization became effective on
November 18, 2004.  Under the Plan, which was confirmed by the
U.S. Bankruptcy Court for the Southern District of New York on
November 8, Choice One has:

     (i) converted approximately $404 million of outstanding
         senior debt into $175 million of new senior secured term
         notes with a six-year term and 90% of the common stock of
         the reorganized Company;

    (ii) converted approximately $252 million of outstanding
         subordinated debt into the other 10% of such common stock
         and into two series of seven-year warrants to purchase
         additional shares of common stock from the reorganized
         Company; and

   (iii) obtained a revolving credit facility of $30 million from
         a subset of its existing lenders to provide for ongoing
         working capital requirements.

All existing preferred stock, common stock, options to purchase
common stock and warrants will be cancelled to convert Choice One
into a private company.

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states.  Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients.  The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433).  Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors.  When the Debtors filed for bankruptcy, they reported
$354,811,000 in total assets and $1,078,478,000 in total debts on
a consolidated basis.


CMS ENERGY: S&P Affirms BB Corp. Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on public utility holding company, CMS Energy
Corporation, and its regulated utility subsidiary, Consumers
Energy Company.  Standard & Poor's also affirmed its 'BBB-' rating
on Consumers Energy's first mortgage bonds.

At the same time, Standard & Poor's revised its outlook on the
companies to stable from negative for all entities.

Jackson, Michigan-based CMS Energy had about $7.0 billion of debt
outstanding as of September 30, 2004.

The outlook revision reflects CMS Energy's significantly improved
liquidity position, continued focus on its low-risk, core utility
operations, and significant reduction of its parent level debt
over the past few years from $5.6 billion at year-end 2001 to an
expected $2.7 billion at year-end 2004.

"CMS Energy has addressed most of its debt maturities through 2005
while maintaining an adequate liquidity position," said Standard &
Poor's credit analyst Brian Janiak.

"Nevertheless, the current ratings and stable outlook are
contingent on the company maintaining adequate liquidity while it
continues to focus primarily on its core utility operations and
reduce its high leverage to further improve its financial
profile," continued Mr. Janiak.

Standard & Poor's also said that steady cash flow generation from
regulated units, constructive regulatory decisions in a balanced
and timely manner, as well continued access to capital markets are
all incorporated into current rating stability.

Erosion in utility operations and cash flow, an adverse change in
the regulatory climate, or a weakened liquidity position in any
combination will lead to a rating downgrade.


COMDISCO HOLDING: Distributing $.0982 Per Right to Right Holders
----------------------------------------------------------------
Comdisco Holding Company, Inc, (OTC:CDCO) will make a cash payment
of $.0982 per right on the contingent distribution rights
(OTC:CDCOR), payable on December 10, 2004, to contingent
distribution rights holders of record on November 30, 2004.
Comdisco Holding Company has approximately 152.3 million
contingent distribution rights outstanding.

The company also reported that on November 15, 2004, a
distribution of approximately $84.6 million was made to creditors
in the bankruptcy estate of Comdisco, Inc., from the disputed
claims reserve.  Approximately $29.7 million was paid to newly
allowed claimholders and the balance of approximately
$54.9 million was redistributed to general unsecured creditors in
a supplemental distribution.  After giving effect to the most
recent quarterly distribution, the present value of distributions
to the initially allowed general unsecured creditors in the
bankruptcy estate of Comdisco, Inc., is approximately
$3.535 billion and the present value recovery to General Unsecured
Creditors is approximately 97 percent.  The remaining disputed
claims in the bankruptcy estate of Comdisco, Inc., total
approximately $204 million.

      Contingent Distribution Rights - Effect on Common Stock

The plan of reorganization of the company's predecessor, Comdisco,
Inc., entitles holders of Comdisco Holding Company's contingent
distribution rights to share at increasing percentages in proceeds
realized from Comdisco Holding Company's assets after the minimum
percentage recovery threshold was achieved in May, 2003.  The
amount due contingent distribution rights holders is based on the
amount and timing of distributions made to former creditors of the
company's predecessor, Comdisco, Inc., and is impacted by both the
value received from the orderly sale or run-off of Comdisco
Holding Company's assets and on the resolution of disputed claims
still pending in the bankruptcy estate of Comdisco, Inc.

As the disputed claims are allowed or otherwise resolved, payments
are made from funds held in a disputed claims reserve established
in the bankruptcy estate for the benefit of former creditors of
Comdisco, Inc.  Since the minimum percentage recovery threshold
has been exceeded, any further payments from the disputed claims
reserve to former creditors of Comdisco, Inc., entitle holders of
contingent distribution rights to receive payments from Comdisco
Holding Company, Inc.  The amounts due to contingent distribution
rights holders will be greater to the extent that disputed claims
are disallowed.  The disallowance of a disputed claim results in a
distribution from the disputed claims reserve to previously
allowed creditors that is entirely in excess of the minimum
percentage recovery threshold.  In contrast, the allowance of a
disputed claim results in a distribution to a newly allowed
creditor that is only partially in excess of the minimum
percentage recovery threshold.  Therefore, any disallowance of the
remaining disputed claims would require Comdisco Holding Company,
Inc., to pay larger cash amounts to the contingent distribution
rights holders that would otherwise be distributed to common
shareholders.

                          About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002.  The purpose of
reorganized Comdisco is to sell, collect or otherwise reduce to
money in an orderly manner the remaining assets of the
corporation.  Pursuant to Comdisco's plan of reorganization and
restrictions contained in its certificate of incorporation,
Comdisco is specifically prohibited from engaging in any business
activities inconsistent with its limited business purpose.
Accordingly, within the next few years, it is anticipated that
Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan.  At that point, the company will cease
operations and no further distributions will be made.  John Wm.
"Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N.
Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq.,
Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen,
Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represented Comdisco before the Bankruptcy Court.  Evan
D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana
LLP, served as Comdisco's International Counsel.


COMMERCE ONE: Selling Intellectual Property Assets
--------------------------------------------------
Commerce One, Inc., (OTC: CMRCQ) is conducting an auction to sell
its patents and patent applications relating to Web services.

Web services are programmatic interfaces that can seamlessly
travel among diverse networks and diverse applications and
languages.  Web services provide a standard way to interoperate
among diverse software applications that run on diverse platforms.
According to Wintergreen Research, in 2003, the Web services
market, excluding portals, accounted for $208 million in revenue
and could have a compound average growth rate of as much as 52%
from 2003 through 2008.

The Company believes it has developed an important patent
portfolio for the emerging Web services market.  This portfolio
includes seven issued U.S. patents and 30 U.S. patent
applications.

In connection with its Chapter 11 proceeding, Commerce One is
conducting an auction to sell its existing business operations,
and a separate auction to sell its Web services patents and
applications.

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


CONMED CORP: Moody's Places B2 Rating on $150M Senior Sub. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 for ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024.  Moody's also affirmed ConMed's existing ratings.  The
ratings outlook remains stable.

Moody's took these rating actions:

     (i) Assign a B2 rating on ConMed's $150 million senior
         subordinated convertible notes, due 2024

    (ii) Affirm the Ba3 rating on ConMed's $240 million guaranteed
         senior secured credit facility consisting of a
         $100 million revolving credit facility, due 2007, and a
         $140 million Term Loan B, due in 2009;

   (iii) Affirm ConMed's Senior Implied Rating of Ba3;

    (iv) Affirm ConMed's Senior Unsecured (non-guaranteed
         exposure) Issuer Rating of B1; and

     (v) Affirm a stable ratings outlook.

The ratings reflect steady and consistent internal revenue growth,
increasing operating cash flow, and a stable level of capital
expenditures required to support its business plan.  Despite
increased debt associated with the recent $80 million acquisition
of the Endoscopic Product Line from C. R. Bard and a higher debt
to capitalization ratio of 42%, ConMed's credit metrics have
improved.  By the end of the 2004, the ratio of earnings before
interest and taxes to interest is projected to expand to over
7.5 times and the ratio of adjusted free cash flow to adjusted
debt should improve to approximately 18%.

Supporting ConMed's ratings are favorable industry trends.
Moody's expects that, as the populations of developed countries
age and live longer, they will need more surgical procedures,
creating a market for ConMed's products.  Further, continued
pressure to reduce healthcare costs has increased the demand for
less invasive procedures, such as arthroscopy and endoscopy, which
reduce the length of expensive hospital stays.  Finally, concern
with patient safety has augmented demand for disposables.
Disposables accounted for 75% of ConMed's total sales in 2003, a
proportion that is likely to hold over the rating horizon, lending
stability to its cash flows and hence additional support to its
ratings.  The combination of these trends bode well for continued
growth in ConMed's markets.

ConMed's recent purchase of C.R. Bard's Endoscopic division fits
with its long-term strategy of supplementing internal growth and
development with acquisitions.  The company will inherit sales of
50 people who target physicians who treat GI disorders.  The new
salesforce could potentially cross-sell some of ConMed's existing
products.  Further, the addition of the Endoscopic product line
should accelerate the company's overall rate of revenue growth and
stabilize gross margins.

Lending further support to ConMed's ratings are:

   (1) the company's geographic and product diversification,
       vertically integrated and low manufacturing operations,

   (2) extensive marketing and product distribution
       infrastructure,

   (3) successful integration of acquisitions over the past few
       years,

   (4) minimal reimbursement pressure, and

   (5) the recent acceleration in the rate of internal growth.

The company has established a strong market position in most of
the markets that it serves.  For example, the company is the
second largest provider in its two most important markets,
arthroscopy and powered instruments.  ConMed also is also one of
the leading providers of medical devices for the electrosurgery,
ECG electrodes, and EndoSurgery markets.

Somewhat mitigating ConMed's strong market share in its major
markets is the intense competition that the company faces from
larger and better-capitalized companies in a number of its
businesses.  Stryker, Tyco, Johnson and Johnson and 3M (patient
care) all have significant positions in one or more of the sectors
that ConMed serves.  In addition, the company faces pricing
pressure in its more commodity-like products such as surgical
suction instruments, tubing and ECG electrodes.  As these markets
continue to mature, the company will continue to experience
pricing and margin pressures.  Lastly, ConMed has been reliant on
acquisitions to enhance the overall growth of its revenues and
cash flows.

The stable rating outlook reflects Moody's expectation that ConMed
will continue to grow revenue and cash flows at a moderate, mid-
single digit rate, using its cash to fund capital expenditure and
gradually reduce debt.  It also reflects Moody's expectation that
ConMed will continue to make relatively small, strategic
acquisitions, reducing any temporary increase in debt needed for
the purpose in the short term.  If the company grows cash flows
more rapidly than we expect, and uses the excess cash flows to
retire debt, the company's outlook could become positive.  ConMed
has set its debt/total capitalization target at the 35-45% range,
and is currently operating near the upper limit of that range.  If
it lowers its debt to total capitalization through issuing equity
to retire debt in order to achieve it, its outlook could also
improve.  Conversely, if competitive pressures further retard
revenue and cash flow growth, or additional acquisition financing
increases the company's debt burden materially, its outlook could
change to negative.

ConMed has recently issued $150 million senior subordinated
convertible notes, due 2024.  The company will use the proceeds to
repay $120 million of borrowings under its senior credit facility,
some of which was incurred to effect the C.R. Bard product line
acquisition, and to purchase $30.0 million shares of ConMed's
common stock.  The notes are convertible into common stock, and
cash.

The B2 rating on the senior subordinated convertible notes
reflects the contractual subordination to senior debt at the
issuing entity, ConMed.  The rating also incorporates an effective
subordination to total obligations at the operating subsidiaries.
The senior subordinated convertible notes are not guaranteed.

The affirmation of the Ba3 rating for the existing credit facility
considers the bank debt's seniority, guarantees from subsidiaries,
and a collateral package consisting of substantially all assets of
the company.  The senior credit facility, however, is placed at
the same level of the senior implied rating due to the limitation
of the collateral package, significant amount of intangible assets
(67% of total assets), and the predominant amount of senior debt
(72% of total adjusted debt).

Located in Utica, New York, ConMed Corporation is a medical device
manufacturer specializing in instruments, implants and video
equipment for arthroscopic sports medicine and powered surgical
instruments, such as drills and saws, for orthopedic,
otolaryngology, neuro-surgery and other surgical specialties.  The
company is a leading developer, manufacturer and supplier of radio
frequency electrosurgery systems used routinely to cut and
cauterize tissue in nearly all types of surgical procedures,
endoscopy products such as trocars, clip appliers, scissors and
surgical staples and a full line of electrocardiogram electrodes
for heart monitoring and other patient care settings.  The company
also offers integrated operating room systems and equipment.
ConMed's products are used in a variety of clinical settings, such
as operating rooms, surgery centers, physicians' offices and
hospitals.  In 2003, its consolidated revenues were approximately
$497 million.


CORPORATE BACKED: S&P Puts Junk Ratings on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on all
classes of certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust on CreditWatch with developing
implications.

Both series are swap-independent synthetic transactions that are
weak-linked to the underlying securities, Delta Air Lines Inc.'s
8.3% senior unsecured notes due December 15, 2029.  The rating
actions reflect the November 12, 2004, placement of the senior
unsecured debt ratings on Delta Air Lines Inc. on CreditWatch
developing.

A copy of the Delta Air Lines Inc.-related research analysis dated
November 12, 2004, is available on RatingsDirect, Standard &
Poor's Web-based credit analysis system.

            Ratings Placed On Creditwatch Developing

     Corporate Backed Trust Certificates Series 2001-6 Trust
   $57 million corporate-backed trust certificates series 2001-6

                                Rating
                                ------
                   Class   To            From
                   -----   --            ----
                   A-1     C/Watch Dev   C
                   A-2     C/Watch Dev   C
                   A-3     C/Watch Dev   C

    Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certificates series 2001-19

                                  Rating
                                  ------
                   Class   To             From
                   -----   --             ----
                   A-1     C/Watch Dev    C
                   A-2     C/Watch Dev    C


DEKALB COUNTY: S&P Slices Ratings on $1.9 Million Bonds to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on DeKalb
County Housing Authority, Georgia's $1.9 million Section 8
assisted first-lien revenue bonds series 1994A (Macon Gardens
project) to 'B-' from 'B'.  The outlook is stable.

The downgrade reflects the continued decline in debt service
coverage to 0.72x maximum annual debt service (MADS) for the
fiscal year ended 2003.

The latest audited financial statements for the fiscal year ended
December 31, 2003, indicate that the performance of the property
continued to decline with debt service coverage of 0.72x MADS,
down from 0.81x MADS for the fiscal year ended December 31, 2002,
and 0.97x MADS for the fiscal year ended December 31, 2001.

Average gross rental income for the project for fiscal 2003
slightly increased to $461 per unit per month, from $450 per unit
per month.  According to the project manager report, gross monthly
contract rent per unit for 2004 is also at $461, indicating that
that project has not received a rental increase.  The last rental
increase was received during 2003.  The rents at the property are
currently below fair market rents at 82%.  Projects with rents
below HUD's fair market rent may receive rent increases.

The expense ratio for fiscal 2003 is at 65%, higher than 60% for
fiscal 2002.  Annual expenses per unit for the fiscal 2003 are at
$3,535, significantly higher than $3,236 for fiscal 2002.


DIGITAL LIGHTWAVE: Nasdaq Confirms Non-Compliance of Rules
----------------------------------------------------------
Digital Lightwave, Inc., notified the Nasdaq Stock Market, Inc.,
that Jeffery S. Chisholm, a member of the Board of Directors and
Chairman of the Audit Committee, resigned from the Board,
effective October 26, 2004.  The Company acknowledged that as a
consequence of the resignation, it was not compliant with Nasdaq's
independent director and Audit Committee requirements as set forth
in Marketplace Rule 4350.

On November 8, 2004, Nasdaq confirmed that the Company no longer
complies with Nasdaq Marketplace Rule 4350(c)(1) and
4350(d)(2)(A).  Nasdaq also confirmed to the Company that Nasdaq
Marketplace Rule 4350(c)(1) and 4350(d)(4) provides for a cure
period until the earlier of the Company's next annual
shareholders' meeting or one year from the occurrence of the event
that caused the failure to comply with these requirements, in
order to regain compliance.  The Company intends to regain
compliance with Nasdaq Marketplace Rule 4350 as promptly as
possible.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  The
Company's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as Internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At September 30, 2004, Digital Lightwave, Inc.'s balance sheet
showed a $22,560,000 stockholders' deficit, compared to a
$21,140,000 deficit at December 31, 2003.


DIGITAL LIGHTWAVE: Names Daniel Lorch as Chief Operating Officer
----------------------------------------------------------------
Digital Lightwave Inc.'s Board of Directors appointed Daniel
Lorch, age 53, as Chief Operating Officer of the Company on
November 8, 2004.

In this newly created position, Mr. Lorch will report to James
Green, President and Chief Executive Officer.  Mr. Lorch joined
the Company in June 1996 and has served most recently as Senior
Vice President of Global Supply, beginning in May 2003.  In his
previous responsibilities with the Company, Mr. Lorch served as
Vice President Network Management Services, Vice President
Customer Development and Senior Director Customer Service and
Support.  Prior to joining the Company, from 1980 to 1996,
Mr. Lorch served as Chief Executive Officer and President of
Digital Engineering, Inc., a nationwide field service and computer
maintenance company.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  The
Company's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as Internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At September 30, 2004, Digital Lightwave's balance sheet showed a
$22,560,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


DORSET CDO: Fitch Affirms Junk Ratings on Five Note Classes
-----------------------------------------------------------
Fitch Ratings affirmed the rating on one class of notes issued by
Dorset CDO Ltd.:

   -- $260,223,851 class A notes affirmed at 'CCC+';
   -- $10,000,000 class B notes remain at 'C';
   -- $12,000,000 class C notes remain at 'C';
   -- $10,000,000 class D notes remain at 'C';
   -- $10,000,000 class E notes remain at 'C'.

Dorset is comprised of a static portfolio of assets held
physically, as well as a series of assets that are referenced
through a credit-linked note -- CLN. Assets held physically
consist of corporate bonds and sovereign debt, while asset-backed
securities -- ABS -- are referenced through the CLN.

Since the previous rating action on February 11, 2004, negative
performance by certain assets has been mitigated by improved
performance from other assets and principal repayments to the
class A notes allowing Dorset's performance to remain stable.

Dorset's class A notes are currently receiving their coupon;
however, Fitch anticipates an impairment to the principal of the
notes.


EDISON ASSOCIATES: Files Chapter 22 Petition in S.D. New York
-------------------------------------------------------------
Edison Associates, LP, returned to the U.S. Bankruptcy Court for
the Southern District of New York, filing another chapter 11
petition on November 17, 2004.

Edison Associates' first filed for bankruptcy on February 9, 2001,
after a $20,160,000 judgment was entered against them and in favor
of its former employee, Steven Minichello.  The Honorable
Cornelius Blackshear dismissed the case on March 27, 2003, at the
U.S. Trustee's request.

In its second bankruptcy filing, Edison Associates seeks to
protect its assets while it continues to resolve its liability to
the New York State Department of Taxation and Finance, and the
Internal Revenue Service.

The New York Tax Department and the IRS each asserts a $1 million
claim relating to tax and penalties.

Headquartered in New York, New York, Edison Associates LP --
http://www.thesupperclub.com/-- operates The Supper Club, a
popular restaurant & nightclub.  The Supper Club features live
entertainment and hosts private parties.  The Company first filed
for chapter 11 protection on February 9, 2001, in the U.S.
Bankruptcy Court for the Southern District of New York.  The case
was dismissed on March 27, 2003, by Judge Cornelius Blackshear.
The Company filed another chapter 11 petition on November 17, 2004
(Bankr. S.D.N.Y. Case No. 04-17375).  Ellen Werfel-Martineau,
Esq., at Stein Riso Mantel, LLP, represents the Company in its
restructuring efforts.  In the Company's second bankruptcy filing,
it estimates assets and debts between $1 million and $10 million.


EDISON ASSOCIATES LP: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Edison Associates LP
        dba The Supper Club
        240 West 47th Street
        New York, New York 10036-6002

Bankruptcy Case No.: 04-17375

Type of Business:  The Company operates The Supper Club, a popular
                   restaurant & nightclub.  The Supper Club
                   features live entertainment and hosts private
                   parties.  See http://www.thesupperclub.com/

Chapter 11 Petition Date: November 17, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Ellen Werfel-Martineau, Esq.
                  Stein Riso Mantel, LLP
                  254 South Main Street
                  New City, New York 10956
                  Tel: (845) 634-1010
                  Fax: (845) 634-8317

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Edison Management, Inc.                                 $300,000
228 West 47th Street
New York, New York 10036

New York State Department     Tax penalties             $211,000
Tax & Finance
Bankruptcy Unit
PO Box 5300
Albany, New York 12205

MAS Security                                             $81,008
295 Route 46 West, Suite 202
Fairfield, New Jersey 07004

Internal Revenue Service      Tax penalties              $50,000
SPB - BNKY Section, 5th Floor
PO Box 2899
Church Street Station
New York, New York 10008

Demasco, Sena & Jahelka LLP                              $44,410

Tuttle Hospitality                                       $40,000

Eisenberg, Tanchum & Levy                                $34,996

Guest Informant                                          $20,000

Sonnier and Castle                                       $16,902

American Telecollect                                      $9,798

BML Stage Lighting Company Inc.                           $7,416

Central Fish Market of New York                           $5,903

Global Coverage Inc.                                      $5,903

Cananwill Universal Premium                               $5,689
Financing I

CTM Brochure Display                                      $5,636

Imperial A.I. Credit                                      $5,228
Companies, Inc.

4 Wall Entertainment - East                               $5,126

Szabo Associates Inc.                                     $4,500

BMI General Licensing                                     $4,474

Overall Supply Inc.                                       $4,335

Riviera Produce Corporation                               $4,335


ENRON CORP: Court Sets Nov. 29 as Distribution Record Date
----------------------------------------------------------
The Record Date, as defined in the Chapter 11 Plan of
Reorganization of Enron Corporation and its debtor-affiliates,
refers to the date or dates established by the U.S. Bankruptcy
Court for the Southern District of New York for the purpose of
determining the holders of Allowed Claims and Allowed Equity
Interests entitled to receive distributions.  In the Confirmation
Order, the Distribution Record Date was determined to be July 15,
2004.

Pursuant to the Plan, on the Effective Date, all Enron Preferred
Equity Interests and Enron Common Equity Interests will be
cancelled and will be of no force and effect.  Public trading of
the equity interests will, therefore, cease on or before the
close of business on the Effective Date.

A Preferred Equity Trust and a Common Equity Trust have been
established pursuant to the Plan.  Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, in New York, relates that certain Plan
provisions require the Preferred Equity Trustee to annually send
to each holder of a Preferred Equity Trust Interest and the
Common Equity Trustee to each holder of a Common Equity Trust
Interest, a statement setting forth the holder's share of items
of income, gain, loss, deduction or credit -- the Tax Activity --
for federal income tax return purposes.

According to Mr. Rosen, the Debtors are prepared to make
distributions to the holders of Allowed Claims.  However, there
has been some confusion with regard to the Record Date.

To accommodate creditors that have transferred their claims after
the Confirmation Date or may wish to transfer their claims, the
Debtors want to adjust the Record Date to occur after the Plan
Effective Date.  This way creditors will have advance notice of
the Record Date.  If the Record Date is adjusted, Mr. Rosen says,
the Debtors will continue to recognize claims transfers on or
before November 29, 2004.

In aid of the consummation of the Plan, the Debtors ask Judge
Gonzalez to:

   (a) establish November 29, 2004, as the Record Date for
       distribution purposes;

   (b) clarify the Preferred Equity Trustee's and the Common
       Equity Trustee's reporting obligations in respect of Tax
       Activity; and

   (c) approve a revised form of notice of the Effective Date,
       which includes clarifications to the Record Date.

                          *     *     *

"Motion granted," Judge Gonzalez rules.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
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. 130;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Oregon Electric Explains Portland General Bid
---------------------------------------------------------
Oregon Electric Utility Company submitted its opening brief to the
Oregon Public Utility Commission summarizing the definitive "net
benefits" of its proposal to purchase Portland General Electric.
The filing is part of the official OPUC review process, which
includes opening briefs from Oregon Electric and other parties.
Reply briefs will be filed on December 3, with oral arguments to
be held before the PUC Commissioners on December 13, 2004.

"Our brief crystallizes Oregon Electric's compelling proposal to
invest in the future success and stability of PGE." said Peter O.
Kohler, M.D., prospective board chairman of Oregon Electric and
PGE.  "In addition to undeniable benefits for customers, we have
also agreed to conditions that protect PGE's customers.  These are
the most extensive conditions ever agreed to in a PUC filing."

In its brief, Oregon Electric details the clear, concrete, and
irrefutable benefits of its proposal, including:

   -- A guaranteed $43 million rate credit to PGE customers. The
      rate credit would be payable over five years beginning in
      2007.

   -- Assurance that PGE's headquarters will stay in Portland,
      jobs will stay in Oregon, and PGE will continue its
      charitable leadership in the community.

   -- $94 million in contractual protection for PGE against
      potential liabilities and losses unrelated to Enron, in
      addition to contractual protection against Enron-related
      liabilities in an amount up to $1.25 billion.  The
      $94 million would be placed in an escrow account in case it
      is ever needed by PGE.

   -- Strong leadership and local representation through the
      appointment of seven Oregonians, an Oregon Chairman, and
      nationally recognized business leaders to the PGE Board.

   -- An immediate end to the uncertainties and distractions of
      Enron ownership.

   -- Substantial future capital reinvestment in PGE, ensuring
      reliability and efficiency from existing assets and the
      acquisition and development of new resources.

   -- A 10-year extension of PGE's Service Quality Measures.

None of the benefits of Oregon Electric's proposal will be
available to PGE customers if the proposal does not move forward.

"The only viable alternative if our proposal fails to be approved
is that Enron's ownership of PGE will persist for the foreseeable
future," said Tom Walsh, prospective board member of Oregon
Electric.  "The Bankruptcy Court has already approved the 'spin'
of PGE stock to Enron's creditors as the alternative, which will
take many years to accomplish," Mr. Walsh added.

"We cannot afford to lose another company headquartered in
Oregon," said Duane McDougall, prospective Oregon Electric board
member and former CEO of Willamette Industries.  "Unlike Enron or
any possible public owner, Oregon Electric will be a significant
Oregon corporate taxpayer, expecting to add approximately
$50 million to the state's coffers over the next five years.
Those funds are desperately needed to invest in Oregon's education
system, among other priorities."

Oregon Electric is a new Oregon company formed for the sole
purpose of investing in Portland General Electric.  Oregon
Electric's goal is to maintain PGE as an independent utility based
in Oregon, serving local customers and contributing to the health
of the community and the growth of the regional economy.

The company is backed by Texas Pacific Group, one of the leading
private equity firms in the country.  In addition, respected
Northwest leaders and industry experts have committed to join the
new PGE board upon approval of the transaction.  They include:

   -- Peter Kohler, M.D., President of Oregon Health & Science
      University

   -- Kirby Dyess, Principal with Austin Capital Management, LLC
      and former Corporate Vice President and Director of
      Operations at Intel Capital

   -- Maria Eitel, President, Nike Foundation, and Senior Advisor,
      Nike, Inc.

   -- Gerald Grinstein, CEO, Delta Air Lines, Inc., and Principal,
      Madrona Investment Group LLC

   -- Jerry Jackson, former Arkansas Public Utility Commissioner
      and former Executive Vice President and Group President,
      Utility Operations, Entergy Corporation

   -- Duane McDougall, former President and CEO, Willamette
      Industries, Inc.

   -- Robert Miller, Chairman, Rite Aid Corp., and former CEO,
      Fred Meyer, Inc.

   -- M. Lee Pelton, Ph.D., President, Willamette University

   -- Tom Walsh, President, Tom Walsh & Co.

In addition, Peggy Fowler, CEO of PGE, and David Bonderman and
Kelvin Davis, partners of Texas Pacific Group, will also join the
Board.

On November 18, 2003, Oregon Electric signed a binding agreement
with Enron to acquire all of Portland General Electric for
approximately $2.35 billion.  The Oregon Electric proposal is now
pending review and approval before the Oregon Public Utility
Commission.

            Oregon Electric's Proposal to Purchase PGE
                      A Summary of Benefits

In its filing on October 11, 2004, Oregon Electric restated the
reasons why its acquisition of PGE would result in a net benefit
to PGE's customers.  If the Oregon Electric proposal is approved,
the following benefits will be achieved:

   -- An end to Enron:

      An immediate end to Enron's ownership of PGE, ensuring
      renewed stability and certainty backed by responsible
      shareholder support

   -- A $43 million rate credit:

      Customers will receive a total rate credit of $43 million,
      to be paid over five years beginning in 2007

   -- Local headquarters remain:

      PGE's headquarters will stay in Portland, jobs will stay in
      Oregon, and PGE will continue its charitable leadership in
      the community

   -- The creation of a new board with substantial local
      representation:

      Oregon Electric has designated seven leading Oregonians to
      serve on the PGE Board, including an Oregon Chairman

   -- Protection against Enron-related and other liabilities:

      PGE will benefit from certain contractual protections from
      Enron provided under the purchase contract against
      potentially significant Enron-related liabilities and losses
      and against certain other non-Enron related liabilities and
      losses

   -- Service quality:

      A commitment to reinforcing high quality service standards,
      including a 10-year extension of service quality measures
      that are currently in place

   -- Addressing customer concerns:

      Periodic access by customer organizations and other PGE
      stakeholder groups to the PGE Board of Directors, providing
      these constituencies with the opportunity to voice concerns
      directly to the board

   -- Capital reinvestment:

      Substantial future capital reinvestment in PGE, ensuring
      reliability and efficiency from existing assets and the
      acquisition and development of new resources

   -- Long-term efficiency and cost-effectiveness:

      A commitment to undertaking a comprehensive review of the
      company post-closing, with the goal of identifying
      efficiency and productivity gains that ensure customers
      receive safe and reliable electricity as cost-effectively as
      possible

   -- An Oregon taxpayer:

      Oregon Electric will be a substantial Oregon taxpayer and
      will not consolidate its returns with any other operating
      company, as happened in the Enron era

   -- More renewables:

      A commitment to vigorously pursue a target of using cost-
      effective renewable resources to fulfill 10 percent of PGE's
      peak capacity by 2012

   -- Organizational accountability for environmental initiatives:

      The appointment of a manager within PGE with the appropriate
      responsibility and authority to work with the advocacy
      groups for renewable energy sources, sustainability, energy
      efficiency, and environmental matters

   -- Greater assistance to low-income customers:

      A doubling of cash contributions for the next 10 years that
      PGE currently makes to Oregon HEAT, a non-profit
      organization that assists low-income families in paying
      utility bills, which will be paid for with Oregon Electric
      shareholder (rather than customer) funds

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.


ENRON CORP: Court Approves Nov. 30 Auction of Bridgeline Interests
------------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the sale of Enron North
America Corp., Louisiana Resources Company, LRCI, Inc., Louisiana
Gas Marketing Company, and LGMI, Inc.'s interests in Bridgeline
Holdings, LP, and Bridgeline, LLC, to Targa Bridgeline, LLC,
subject to higher and better offers, pursuant to a Purchase and
Sale Agreement.

Enron North America, Louisiana Resources, LRCI, Louisiana Gas, and
LGMI are debtor-affiliates of Enron Corporation.

Targa Bridgeline is a limited liability company.  Targa
Bridgeline's parent, Targa Resources, Inc., is a Delaware
corporation.

The Debtors sought and obtained the Court's permission to:

    (a) schedule an Auction on November 30, 2004, at which the
        Debtors will solicit bids for their interests in
        Bridgeline Holdings, LP, and Bridgeline, LLC;

    (b) approve their proposed Bidding Procedures; and

    (c) schedule a hearing on December 2, 2004, at 10:00 a.m.
        Eastern Time, to approve the sale of the Bridgeline
        Interests to the winning bidder at the Auction.

                   The Purchase and Sale Agreement

Under the terms of the Purchase and Sale Agreement, the Debtors
will sell and assign the Bridgeline Interests to Targa Bridgeline.
The principal terms of the Purchase Agreement are:

A. Purchase Price -- $100,000,000, be subject to adjustments

B. Deposit -- $10,000,000 and will expire not sooner than May 20,

              2005

C. Sale and Purchase of the Bridgeline Interests

    On the Closing Date, the Debtors will sell, assign, transfer,
    convey and deliver to Targa Bridgeline and Targa will purchase
    from the Debtors, the Bridgeline Interests pursuant to an
    Assignment and Assumption Agreement.

    Under the Assignment and Assumption Agreement, the Debtors
    will also transfer to Targa all of their obligations,
    liabilities and duties that arise out of the Bridgeline
    Interests from and after the Effective Time and Targa will
    assume and discharge, all of the Debtors' obligations,
    liabilities and duties arising out of the Bridgeline Interests
    from and after the Effective Time.

D. Payment of Purchase Price

    At the Closing, upon satisfaction or waiver of the closing
    conditions set forth in the Purchase Agreement, Targa
    Bridgeline and the Debtors will execute and deliver the
    Closing Notice, to the Escrow Agent regarding the return to
    Targa of the undrawn Deposit Letter of Credit, provided that
    the Closing Notice will not be delivered to the Escrow Agent
    until the Bank receives confirmation that the Debtors have
    received the Purchase Price.  At the Closing, Targa will pay
    the Debtors or their designee, the Purchase Price by wire
    transfer of immediately available funds into an account the
    Debtors designate.

    The parties agree to pay, if applicable, the True-up Amount in
    accordance with the Purchase Agreement.

E. Time and Place of Closing

    The closing of the sale and purchase will take place at the
    offices of LeBoeuf Lamb Greene & MacRae, LLP, located at 1000
    Main Street, Suite 2550, in Houston, Texas, at 10:00 a.m.
    local time, on the second business day after the conditions to
    Closing pursuant to the Purchase Agreement, have been
    satisfied or waived by the party entitled to waive the
    condition.

F. Termination of Agreement

    The Purchase Agreement may be terminated:

       (a) Prior to the Closing Date by:

           * the mutual written consent of the Debtors and Targa
             Bridgeline; or

           * either the Debtors or Targa if the Closing has not
             occurred on or before March 31, 2005;

       (b) By the Parties' written agreement -- the Outside Date
           -- provided that the terminating party is not in
           default of its obligations in any material respect,
           provided further that if the Debtors and Targa are in
           default of their obligations in any material respect,
           then the Purchase Agreement will terminate
           automatically as of the Outside Date;

       (c) By either the Debtors or Targa, if consummation of the
           transaction becomes illegal or prohibited or if any
           final and non-appealable order is entered by a
           Governmental Authority of competent jurisdiction
           permanently restraining, prohibiting or enjoining the
           Parties from consummating the transactions; or

       (d) By the Debtors, at any time after they enter into an
           agreement with respect to an Alternative Transaction,
           or by Targa, upon, but not prior to, the closing of an
           Alternative Transaction.

G. Alternative Transaction

    Until the earlier of the Closing or the termination of the
    Purchase Agreement, the Debtors will be permitted to solicit
    inquiries, proposals, offers or bids from, and negotiate with,
    other persons or entities, relating to the sale, transfer or
    other disposition of all or substantially all of the
    Bridgeline Interests or the assets of the Partnership and may
    take any other affirmative action to cause, promote or assist
    with any transaction by a third party provided that the
    Debtors may only enter into, and seek Court approval of, any
    definitive agreement if the Alternative Transaction is a
    Superior Transaction.

H. Targa Resources Guarantee

    Targa Resources guarantees to the Debtors the due
    and punctual performance and discharge of all of Targa
    Bridgeline's obligations under the Purchase Agreement.

I. Termination of CVX Trade Credit Support

    Targa Bridgeline recognizes that, in connection with the
    Partnership Credit Agreement, CVX has provided credit support
    to the Partnership pursuant to the CVX Support Agreement and
    the guarantees issued by CVX thereunder.  As of the Closing
    Date, Targa Bridgeline will provide a share of the CVX Trade
    Credit Support as required in the Settlement Agreement.

J. Debtors' Obligations

    The obligations and liabilities of each of the Debtors under
    the Purchase Agreement will be several in nature, and not
    joint.

The Debtors tell the Court that they no longer have any need or
use for their Bridgeline Interests.

The Purchase Agreement was negotiated at arm's length and in good
faith and represents fair market value for the Bridgeline
Interests and the LLC Interest, the Debtors assert.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
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: Faces $35 Mil. Claim for Environmental Cleanup Costs
----------------------------------------------------------------
In October 2004, the U.S. Environmental Protection Agency, in the
course of negotiating the government's prepetition claim with
Exide Technologies, notified the company of the possibility of
approximately $35,000,000 in additional cleanup costs associated
with the remediation of Exide's Hamburg, Pennsylvania properties.
To date, the EPA has not made a formal claim for this amount or
provided support for these estimates.

Although Exide does not believe that there is a basis for the
claim, J. Timothy Gargaro, Exide Technologies' Executive
Vice-President and Chief Financial Officer, discloses in a
regulatory filing with the Securities and Exchange Commission that
if the government proceeds with an action and prevails, the
amounts of the claim, when added to all other reserved claims,
could result in an inadequate reserve of new common stock and
Warrants to resolve all those claims.

In lieu of paying any increased costs, according to Mr. Gargaro,
Exide would still retain the right to perform the cleanup
activities, which would preserve its existing reserved common
stock and Warrants.

Because Exide does not believe that there is a basis for the EPA
claim and because of its prepetition status, no provisions have
been recorded in connection the claim.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide 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.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: T&N Pension Plan Trustees May Vote to Reject Plan
----------------------------------------------------------------
Justice Patten of the U.K. High Court rules that the Turner &
Newall Pension Plan Trustees may vote against the U.S.-filed
restructuring plan, without breaching their fiduciary duty to the
Pension Plan members, The Telegraph reports.

T&N has asserted that the plan filed for Federal-Mogul
Corporation in the U.S. bankruptcy courts is structurally unfair.
Federal-Mogul is the parent company of T&N.

In a separate news report, Federal-Mogul promised to honor its
pension fund obligations and pay its 2004 contribution amounting
to $25 million.

"Federal-Mogul Corp. will pay the minimum legally required
contribution to Turner & Newall Plc's pension fund for the next
10 years even after the company went into bankruptcy," Bloomberg
News reports, citing a Financial Times interview with Federal-
Mogul interim Chief Executive Steve Miller.

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


FERNDALE EXIT: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Ferndale Exit 262 Limited Partnership
             5600 Via Elena
             Tucson, Arizona 85718

Bankruptcy Case No.: 04-24603

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ferndale Exit 262 Limited Partnership      04-24607
      Number Two

Type of Business: The Debtor owns and develops real property
                  located at 5628 Barrett Road in Ferndale,
                  Washington.

Chapter 11 Petition Date: November 12, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtors' Counsel: James L. Day, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, #5500
                  Seattle, WA 98101-2373
                  Tel: 206-292-2110
                  Fax: 206-292-2104

                                 Total Assets     Total Debts
                                 ------------     -----------
Ferndale Exit 262 Limited        $4,919,645        $4,672,001
Partnership

Ferndale Exit 262 Limited        $3,426,553        $4,645,520
Partnership Number Two

A. Ferndale Exit 262 Limited Partnership's 4 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Taplett Family Limited                                $1,500,000
Partnership
P.O. Box 5008
Bellingham, WA 98227

Old Standard Life             Note: Value of          $3,100,000
Insurance Co.                 interest in same real
Attn: Michael Brixey          property that is held
601 West First Ave.           by Debtor's affiliate
Dept. 17100                   is $1,838,232
Spokane, WA 99201             secured value:
                              $2,757,348

Foster Pepper & Shefelman     Attorney Fees              $47,733

Whatcom County Treasurer      Real Property Fees         $24,269

B. Ferndale Exit 262 Limited Partnership Number Two's 4 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Taplett Family Limited                                $1,500,000
Partnership
P.O. Box 5008
Bellingham, WA 98227

Old Standard Life             Note: Value of          $3,100,000
Insurance Co.                 interest in same real
Attn: Michael Brixey          property that is held
601 West First Ave.           by Debtor's affiliate
Dept. 17100                   is $2,757,348
Spokane, WA 99201             secured value:
                              $1,838,232

Foster Pepper & Shefelman     Legal Fees                 $25,850

Whatcom County Treasurer                                 $19,670


FRONTLINE CAPITAL: Asks Court to Extend Exclusive Periods
---------------------------------------------------------
FrontLine Capital Group asks the U.S. Bankruptcy Court for the
Southern District of New York for an extension until
January 31, 2005, of its exclusive period to file a plan of
reorganization.  The Debtor also asks the Court to extend until
March 31, 2005, its exclusive period to solicit acceptances of
that plan.

The Debtor is now in the process of reviewing and resolving claim
issues and platforms with regards to its plan and disclosure
statement.  It stresses that an extension is essential to ensure
its ability to formulate a viable plan.

The Debtor assures the Court that an extension will not harm or
prejudice creditors and adds that majority of its creditors
support its request for an extension.

Headquartered in New York, New York, FrontLine Capital Group, a
holding company that manages its interests in a group of companies
that provide a range of office related services, filed for chapter
11 protection on June 12, 2002 (Bankr. S.D.N.Y. Case No.
02-12909).  Mickee M. Hennessy, Esq., at Westerman Ball Ederer &
Miller, LLP, represents the Debtor in its restructuring efforts.
As of March 31, 2002, the Company listed $264,374,000 in assets
and $781,374,000 in debts.


FULTON STREET: Moody's Reviewing Class C's Ba2 Rating
-----------------------------------------------------
Moody's Investors Service placed under review for downgrade one
class of notes issued by Fulton Street CDO, Ltd.:

   * the U.S. $7,000,000 Class C 12.39% Fixed Rate Notes due
     April 20, 2037 (currently rated Ba2).

This transaction closed on March 27, 2002.

According to Moody's, its rating action results primarily from
significant credit deterioration of the collateral pool, as
evidenced by the Moody's Maximum Rating Distribution Test
(631 compared to a maximum of 450), the Class C
Overcollateralization Test (99.6% compared to 100% required
minimum), and the Weighted Average Coupon Test (7.498% compared to
7.65% required minimum).  Moody's also noted that approximately
9.8% of the collateral pool currently has a Moody's rating of
below Baa3 (5% limit).

Rating Action: Review for Downgrade

Issuer:            Fulton Street CDO, Ltd.

Class Description: U.S. $7,000,000 Class C 12.39% Fixed Rate
                   Notes due April 20, 2037

Prior Rating:      Ba2

Current Rating:    Ba2 (under review for downgrade)


GAYLORD: Moody's Rates Proposed $200M Senior Unsecured Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Gaylord
Entertainment Company's proposed $200 million guaranteed senior
unsecured notes due 2014.  Moody's also affirmed the B3 rating on
Gaylord's $350 million 8% guaranteed senior notes, due 2013, the
B2 senior implied rating and Caa1 senior unsecured issuer rating.
The outlook is stable.

Proceeds from the proposed $200 million guaranteed senior
unsecured note offering will be used to repay approximately
$200 million of secured debt at Gaylord Nashville operating
subsidiary.

The ratings assignment and affirmation reflect Gaylord's high
leverage, relatively weak coverage, and tight liquidity as well as
the limited scope and modest scale of its operations compared to
others in the industry and the risk associated with its current
growth strategy, predominantly Gaylord National and Resort Quest
-- RZT.  The ratings also consider the challenges associated with
the continuing integration of RZT and ramp-up of Gaylord Texan,
and the potential cash tax liability associated with its Secured
Forward Exchange Contract -- SFEC -- agreement in May 2007.
However, the ratings also reflect Gaylord's core customer base
which should provide a relatively high degree of certainty in
regards to contracted bookings over the short term, the increased
benefit of rotational bookings, and relatively good view of
potential business near term.  The ratings also incorporate
Gaylord's somewhat steady RevPAR performance, the sizeable
contribution from food and beverage to total RevPAR, and its brand
recognition.

As of September 30, 2004, leverage was high for the rating
category at over 7.7x on an LTM adjusted EBITDA basis (excluding
pre-opening costs but including non-cash rent expense of about
$7.4 million related to the Florida ground lease), and is
forecasted to stay around 7.0x for the full year 2004.  However,
Moody's expects leverage to moderate towards the 5.0x range by the
end of 2005, which is more reflective of the current rating
category.  In addition, although the company was unable to cover
gross interest on an LTM basis as of September 30, 2004, when
non-cash interest associated with the SFEC agreement is excluded,
approximately $6.8 million per quarter, unadjusted EBITDA coverage
improves on an LTM basis to about 1.5x.  Unadjusted EBITDA
coverage increases to about 2.0x with the exclusion of all non-
cash interest costs.

Moody's also views the company's current liquidity as very modest
with cash on hand of $73 million ($36 million unrestricted) and
revolver availability of under $25 million after covenant
restrictions.  Moreover, with covenants tightening in the first
quarter of 2005 Moody's believes the company will be challenged in
its ability to meet some of these lower covenant levels as they
stand in its current credit agreement.

Gaylord also confirmed its intentions to begin building a new
resort property along the Potomac River in Prince George's County,
Maryland.  The new project is scheduled to be completed in 2008
and the company has already received approval from Prince George's
County for two bond offerings aggregating approximately
$160 million.  However, although the total amount and type of
funding for the project has yet to be determined, the company has
stated that it expects to finance a significant portion of the
capital required to complete the construction of the project with
secured debt.

The ratings are supported by Gaylord's customer base, which
focuses on large groups generating in excess of 200 peak room
nights per event.  These larger groups provide a relatively high
degree of certainty in regards to contracted bookings over the
near term and reasonable level of insight to potential business
further out.  The ratings also incorporate Gaylord's somewhat
steady RevPAR performance historically, predominantly Opryland
Nashville and more recently the Gaylord Palm in Florida, and the
scale of its facilities which generate revenue from food and
beverage that has recently exceeded that of its lodging revenues
on a revenue per available room basis -- RevPAR.  In addition,
Gaylord Texan, which opened in April 2004, should continue to
increase its contribution to consolidated earnings as its
operating performance ramps-up to its expected potential.
However, despite RevPAR performance, occupancy rates still remain
below historic levels. For the nine month period ending
September 30, 2004, total segment RevPAR, total RevPAR(including
food and beverage), and occupancy rates were approximately
$100, $220, and 71% respectively.

The B3 rating on the senior unsecured notes also reflect the
benefit of full and unconditional, joint and several, guarantees
from each subsidiary that is a borrower or guarantor under the
revolving credit facility, including Opryland Nashville once the
repayment of the Nashville notes is complete.  Although, even with
these guarantees in place the notes will be contractually
subordinated to potentially $100 million of secured bank debt if
the revolver were fully drawn.  Although Gaylord's capital
structure will be without secured debt after the refinancing of
the Nashville notes, Moody's believes planned capital requirements
over the near term will be funded in large part by secured debt.

The stable outlook reflects Moody's expectation that Gaylord's
consolidated operating performance continues to improve as Texas
continues to ramp-up and the integration of RZT moves ahead.  The
outlook also incorporates our expectation that management is able
to significantly improve liquidity from current levels in the near
term and the company can successfully address the potential cash
tax liability of $156 million associated with SFEC in advance of
its May 2007 maturity.  However, despite an increase in operating
performance any meaningful improvement in credit metrics over the
intermediate term will be hampered by higher debt levels needed to
finance the National project and the anticipated growth of RZT
through 2008.  Factors that would improve the current ratings
and/or outlook would include a sustained improvement in credit
metric with leverage on an unadjusted EBITDA to gross debt basis
of under five times, gross interest coverage exceeding two times,
and gross cash flow (before working capital) exceeding 10%, with
sufficient liquidity to fund internal requirements for the
following twelve to eighteen months.  An inability to improve
current liquidity on a sustainable basis or persistently high
leverage resulting from a deterioration in operating performance
or the inability to minimize the cost of the SFEG tax liability
would negatively impact the rating and outlook.

The proposed notes will be offered and sold in a privately
negotiated transaction without registration under the Securities
Act of 1933, under circumstances reasonably designed to preclude a
distribution in violation of the Act.  The issuance has been
designed to permit resale under Rule 144A.

Gaylord Entertainment Company is a diversified hospitality and
entertainment company headquartered in Nashville, Tennessee.


GAYLORD ENTERTAINMENT: S&P Rates Planned $200M Sr. Unsec. Notes B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Gaylord Entertainment Company's proposed $200 million senior
unsecured notes due 2014.  Concurrently, Standard & Poor's revised
its outlook on Gaylord to stable from negative, raised its rating
on company's senior unsecured debt to 'B' from 'B-', and affirmed
its 'B' corporate credit rating.

Proceeds from the proposed note offering will be used to fully
redeem the $193 million outstanding senior secured notes issued by
Gaylord Opryland Hotel Nashville LLC, a subsidiary of Gaylord
Entertainment Company.  Pro forma for the notes offering as of
Sept. 30, 2004, the company had about $552 million of debt
outstanding.

"The outlook revision reflects the successful ramp-up of Gaylord's
new hotel in Grapevine, Texas [Gaylord Texan], which opened in
April 2004, and additional visibility associated with spending
related to the company's newest project, a 1,500-room property
near Washington, D.C. [Gaylord National]," said Standard & Poor's
credit analyst Sherry Cai.

Based on preliminary information, Standard & Poor's expects that
Gaylord National will be funded in a manner consistent with
current ratings.

Standard & Poor's revision of Gaylord's senior unsecured debt
rating to 'B', the same level as the corporate credit rating,
relates to a change in the capital structure stemming from the
proposed refinancing.

As a result of the repayment of the $193 million in secured debt
issued by Gaylord Opryland, priority debt in the capital structure
will be meaningfully reduced, and Gaylord Opryland will become a
guarantor of the unsecured debt issued by Gaylord, including the
new notes.

The ratings on Gaylord reflect the company's:

   -- small hotel portfolio,

   -- active growth strategy,

   -- reliance on external sources of capital to fund growth, and

   -- potential challenges associated with the development of the
      sizable Gaylord National near Washington, D.C.

Nashville, Tennessee-based Gaylord has four existing hotels:

   -- two located in Nashville,
   -- one in Orlando, Florida, and
   -- one in Texas.

Gaylord Opryland, Gaylord Palms, and Gaylord Texan are large,
convention-oriented properties, while the second property in
Nashville is smaller, a 300-room Radisson that also targets group
business.

Gaylord also has media and entertainment holdings -- the Grand Ole
Opry and the radio station 650 WSM-AM.  However, the Nashville
businesses are a relatively small part of the company, comprising
only 9% of revenue in the first nine months of 2004.

In addition, Gaylord purchased ResortQuest International Inc. in
November 2003.  ResortQuest operates in the highly fragmented
vacation rental business and contributed about 31% of revenue
year-to-date.

The stable outlook reflects the successful ramp-up of Gaylord
Texan and the expectation that the lodging industry and Gaylord
will perform well in 2005.  Moreover, Standard & Poor's now
expects that Gaylord National will be funded in a manner
consistent with current ratings.


GENERAL GROWTH: S&P Cuts Rating on $1.7B Sr. Unsec. Notes to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on General
Growth Properties, Inc., and the Rouse Company from CreditWatch
negative following the November 12, 2004, completion of the merger
of the two companies.  The ratings were placed on CreditWatch with
negative implications on August 20, 2004, following the announced
merger.

At the same time, the 'BBB-' corporate credit rating for General
Growth Properties is affirmed and the 'BBB' corporate credit
rating for The Rouse Company is withdrawn.  Additionally, the
rating assigned to roughly $1.7 billion of existing Rouse senior
unsecured notes is lowered to 'BB+' from 'BBB-'.  All other
ratings are affirmed.  The outlook is negative.

General Growth announced its acquisition of Rouse Aug. 20, 2004.
The $12.9 billion gross consideration includes:

   -- the $7.2 billion purchase of Rouse common equity at $67.50
      per share,

   -- the assumption of roughly $1.7 billion of Rouse unsecured
      bonds,

   -- the assumption of $3.6 billion of Rouse mortgages, and

   -- the repayment of the Rouse unsecured credit facility
      (approximately $430 million outstanding).

The merger will strengthen General Growth's market position and is
expected to provide operating economies of scale and increase
General Growth's influence with its retail tenants.  The high
quality Rouse portfolio ($448 sales per square feet) will also
enhance asset quality, as sales per square foot are estimated at
$385 on a combined basis versus the $370 industry average.

General Growth's financial profile will remain weak for the rating
in the near-to-medium term.  In addition, the company faces
integration and new business risk.  While some of Rouse's
management will likely be retained, General Growth has no prior
experience developing master-planned communities.  The company has
been very successful in booking bank loan commitments.

However, the rating would be lowered if expected refinancings
prove more costly and time consuming, and/or if an integration
stumble or weakened market conditions result in eroded value for
either the acquired (fully-priced) Rouse assets or General
Growth's existing business.


GENTEK INC: S&P Places BB- Rating on CreditWatch Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on Gentek Inc. remains on CreditWatch where it was
placed March 26, 2004, but that it revised the implications to
developing from positive.

"The revision followed the company's announcement that it had
retained Goldman, Sachs & Company to evaluate a possible sale of
the company, which could lead to an increase in debt sufficient to
cause a downgrade," said Standard & Poor's credit analyst Robert
Schulz.  "Alternatively, if growth plans and the resulting
financial profile are considered to be improved and sustainable,
an affirmation or modest upgrade is possible."

All rated debt has been previously repaid in full with asset sale
proceeds.

Hampton, New Hampshire-based GenTek Inc. is a diversified provider
of automotive and industrial products and specialty chemicals.
The Krone telecommunications unit was sold earlier in 2004.  The
Krone unit had revenues of $316 million and adjusted operating
income of $13 million in 2003, and GenTek had revenues of around
$1 billion before the Krone sale.

GenTek emerged from bankruptcy in November 2003.

Key issues to be considered in resolving the CreditWatch include:

   -- Business strategy.  GenTek's remaining businesses are still
      diverse; some are quite profitable, while others are more
      challenged.  There is potential for fairly large shifts in
      the company's business mix as a potential new owner
      formulates strategy; and

   -- The financial structure resulting from a sale.  Standard &
      Poor's will consider the impact of these issues on the
      company's prospective business and financial profile.

Headquartered in Hampton, New Hampshire, GenTek Inc. --
http://www.gentek-global.com/-- is a technology-driven
manufacturer of communications products, automotive and industrial
components, and performance chemicals.  The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders.  Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company.  Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.


GLOBAL CROSSING: Begins Implementing Restructuring Plan
-------------------------------------------------------
On October 8, 2004, Global Crossing Limited's board of directors
approved a restructuring plan designed to focus on businesses that
are consistent with the Company's overall strategy-to be a premier
provider of global data and Internet Protocol services by building
on its extensive broadband network and technological capabilities.
The restructuring plan involves concentrating the Company's
efforts in areas that the Company anticipates will provide
profitable growth opportunities and moving away from a number of
unprofitable and non-strategic parts of the business.

In a regulatory filing dated November 15, 2004, Daniel O'Brien,
the Company's Executive Vice President and Chief Financial
Officer, disclosed to the Securities and Exchange Commission that
Global Crossing has begun to implement the restructuring plan
during the fourth quarter of 2004.  The Company has developed the
restructuring plan in light of ongoing adverse conditions in the
telecommunications industry, in particular the continued pricing
pressures for telecommunications services.  The Company believes
that the implementation of the restructuring plan will, over
time, reduce the Company's financing requirements, accelerate the
date by which its operating cash flow will be sufficient to
satisfy its anticipated liquidity requirements and lead to
overall profitability for the Company.  The restructuring plan
has three principal elements:

    (1) The Company will downsize, discontinue, harvest or exit
        several business areas.  These include small business and
        consumer local and long distance, financial industry
        trader voice, calling card, and other low margin services.
        The Company plans to accomplish this through a series of
        actions, including commercial actions intended to improve
        profitability and dispositions and other strategic
        alternatives.  The most significant business that will be
        affected by these actions is the Company's legacy North
        American voice business.  The Company anticipates that the
        restructuring actions will result in significant
        reductions in revenue from this business area, while
        continuing with a core, higher margin revenue base
        sufficient to maintain network efficiencies.

    (2) The Company will implement workforce reductions,
        facilities consolidation and other cost savings
        initiatives.  The Company expects that these restructuring
        efforts will result in the elimination of approximately
        600 positions, representing approximately 15% of its
        workforce, by March 2005 across a range of business
        functions and job classes, principally in the Company's
        North American operations.  The Company expects to achieve
        approximately $40 to $45 million in annual cost savings
        from the elimination of these positions.  As part of the
        restructuring plan, the Company also plans to close and
        consolidate a number of offices and other real estate
        facilities, with associated anticipated annual cost
        savings of approximately $1 to $2 million.  The
        restructuring plan also includes outsourcing initiatives
        intended to reduce ongoing operating expenses, principally
        in the area of non-access related procurement.

    (3) The Company will place greater emphasis on several new
        business development initiatives in areas where it can
        capitalize on the Company's IP network and capabilities.
        These initiatives are focused principally on global IP
        offerings and new carrier data offerings and on expanding
        the Company's distribution capabilities through systems
        integrators and other indirect channels.  The Company
        plans to redeploy certain personnel and reorganize its
        sales and marketing efforts around these initiatives.

As a result of these efforts, the Company estimates that it will
incur cash restructuring charges of approximately $12 to $14
million for severance and benefits in connection with the
anticipated workforce reduction and approximately $4 to $5
million related to the real estate consolidation.  In addition,
the Company is in the process of identifying and evaluating
specific vendor contracts implicated by the restructuring in
order to estimate the associated restructuring charge, which is
expected to be material.  Once determined, that estimate will be
disclosed in a subsequent SEC report.  Based on current plans,
the majority of the restructuring charges related to severance
and benefits will occur in the final quarter of 2004 and the
restructuring charges related to real estate consolidations and
termination of vendor contracts will occur in 2005.  As a result
of these restructuring activities, the Company will perform a
review of its long-lived assets to determine if any impairment
exists.

As of November 15, 2004, Global Crossing has eliminated
approximately 250 employee positions under its restructuring
plan.

A full-text copy of the Restructuring Agreement dated October 8,
2004, is available for free at:

    http://sec.gov/Archives/edgar/data/1061322/000119312504197291/dex46.htm

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 December 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HCA INC: S&P Puts BB+ Ratings on Senior Notes with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
hospital operator HCA Inc.'s $500 million senior unsecured notes
due December 1, 2009, and $750 million senior notes due
January 15, 2015.  These notes are being issued as a Rule 415
shelf drawdown.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and its other outstanding ratings on the company.
The outlook is stable.

The proceeds of the senior unsecured notes will be used to repay
outstanding borrowings under a $1.25 billion short-term loan
facility.  This facility was used only to help fund the company's
$2.5 billion common stock share repurchase program that is under
way as a modified "Dutch" auction.  The rest of the share
repurchase program will be funded from borrowings under HCA's new,
unrated $2.5 billion bank credit facility.  With the completion of
this financing, total outstanding debt is about $11 billion.

HCA is the largest owner and operator of acute-care hospitals,
with a portfolio of 190 hospitals and 91 ambulatory surgery
centers (of which seven hospitals and 10 ambulatory surgery
centers are owned through equity joint ventures) in 23 states, the
U.K., and Switzerland.

Despite its aggressive financial policy, the company has:

   -- a reasonably diversified hospital portfolio,
   -- strong positions in several of its markets, and
   -- relatively favorable reimbursement.

"Profitability will continue to be tied to changes in
reimbursement rates by the government and other third-party payors
that are under increasing pressure to contain their health care
costs," said Standard & Poor's credit analyst David Peknay.
"Payment rates from private insurers are still favorable.
However, hospitals are experiencing declining levels of rate
increases," he continued.

Other key expense categories, like:

   -- labor,
   -- pharmaceuticals, and
   -- insurance,

are chronically difficult to control.

Still, the company's operating cash flow remains significant, and
we expect the company to generate funds internally for the next
couple of years in excess of capital needs.  Nevertheless, credit
protection will be more characteristic of a speculative-grade
financial profile, which reflects the debt being incurred to
finance its share repurchase program.

S&P expects HCA's management to respond to weakness in operating
performance or cash flow by scaling back discretionary spending to
maintain credit measures characteristic of its current rating.


HIGH ROCK: Wants Exclusive Filing Period Extended Until Feb. 10
---------------------------------------------------------------
High Rock Holding, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for an extension of the period within which it
alone can file a Disclosure Statement and Plan of Reorganization
through and including February 10, 2005.  The Debtor did not say
when it wants its exclusive period to solicit acceptances of that
plan extended.

High Rock owns substantial assets consisting of approximately
9,000 acres of land and approximately 20,000 acres of certificated
water rights in Washoe County, Nevada.

High Rock representatives are still continuing to explore a
variety of investment proposals and alternative financing
agreements in relation to those assets that could be part of
implementing a viable Plan of Reorganization, hence the Debtor's
request for an extension of its exclusivity period.

The Court will convene a hearing at 2:30 p.m., on Dec. 15, 2004,
to consider the Debtor's request.

Headquartered in Sparks, Nevada, High Rock Holding, LLC, owns and
develops real estate.  The Company filed for chapter 11 protection
on July 15, 2004 (Bankr. D. Nev. Case No. 04-52135).  Jeffrey L.
Hartman, Esq., at Hartman & Hartman, represents the Debtor in its
restructuring.  When the Debtor filed for chapter 11 protection,
it listed $30 million in total assets and $14,322,684 in total
debts.


HIGH ROCK: Creditors Must File Proofs of Claim by November 22
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada set
November 22, 2004, as the deadline for all creditors owed
money by High Rock Holding, LLC, on account of claims arising
prior to July 15, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
November 22 Claims Bar Date and those forms must be delivered to:

               Clerk of the Bankruptcy Court
               District of Nevada
               300 Booth Street
               Reno, Nevada 89509

Headquartered in Sparks, Nevada, High Rock Holding, LLC, owns and
develops real estate.  The Company filed for chapter 11 protection
on July 15, 2004 (Bankr. D. Nev. Case No. 04-52135).  Jeffrey L.
Hartman, Esq., at Hartman & Hartman, represents the Debtor in its
restructuring.  When the Debtor filed for chapter 11 protection,
it listed $30 million in total assets and $14,322,684 in total
debts.


HORIZON PCS: Sept. 30 Balance Sheet Upside-Down by $593.8 Million
-----------------------------------------------------------------
Horizon PCS, Inc. (Pink Sheets:HZPS), a PCS affiliate of Sprint
(NYSE:FON), reported it financial results for the third quarter
and nine months ended September 30, 2004.

                     Performance Highlights

   -- Roaming revenues, which consist of Sprint travel, non-Sprint
      roaming, and wholesale revenues, were $14.1 million and
      $16.0 million for the three months ended September 30, 2004
      and 2003, respectively.  Roaming revenues for the current
      quarter consisted of $13.1 million of Sprint travel and
      non-Sprint roaming revenue and $1.0 million of wholesale
      revenues.  Roaming revenues for the year ago quarter
      consisted of $15.7 million of Sprint travel and non-Sprint
      roaming revenue (including $5.5 million associated with the
      NTELOS markets) and $0.3 million of wholesale revenues.
      Subscriber revenues were $30.2 million for the current
      quarter compared to $50.5 million in the year ago quarter.
      The year ago subscriber revenues included $17.2 million
      associated with the NTELOS markets.  The decline in roaming
      and subscriber revenues was principally due to the exit from
      the NTELOS markets.

   -- Adjusted EBITDA was $8.5 million for the three months ended
      September 30, 2004, compared to $63,000 for the comparable
      period in 2003.  The 2003 third quarter included
      $2.0 million of negative EBITDA from the NTELOS operations.

   -- As of September 30, 2004, 81% of the Company's subscriber
      base was prime credit class and the remaining 19% was
      sub-prime credit class.  Of the sub-prime base, 62% provided
      a deposit.  Of the total gross adds in the third quarter of
      2004, 80% were prime credit class subscribers.  As of
      September 30, 2004, 68% of the Company's subscriber base was
      under contractual agreement.

At the end of the third quarter, Horizon had cash, cash
equivalents and marketable securities of approximately
$55.6 million, which excluded $142.6 million in restricted cash
and funds held in escrow.  Capital expenditures were approximately
$264,000 for the third quarter and $1.6 million for the year-to-
date period.  On October 1, 2004, the Plan of Reorganization in
the Company's Chapter 11 proceeding became effective and it
implemented the Plan's debt and equity restructuring provisions.

Bill McKell, chairman and CEO of Horizon PCS, said, "It is
gratifying to report positive Adjusted EBITDA in the period just
before exiting bankruptcy reorganization, which demonstrates the
success of our restructuring initiatives.  Over the past year, we
have made strategic changes to our business, as well as numerous
operational improvements to reposition our company for future
growth.  With the bankruptcy successfully behind us, we can now
focus on initiatives to resume growing this business."

                          About Sprint

Sprint -- http://www.sprint.com/-- is a global integrated
communications provider serving more than 26 million customers in
over 100 countries.  With more than $26 billion in annual revenues
in 2003, Sprint is widely recognized for developing, engineering
and deploying state-of-the-art network technologies, including the
United States' first nationwide all-digital, fiber-optic network
and an award-winning Tier 1 Internet backbone.  Sprint provides
local communications services in 39 states and the District of
Columbia and operates the largest 100-percent digital, nationwide
PCS wireless network in the United States.

                        About the Company

Horizon PCS -- http://www.horizonpcs.com/-- is a PCS Affiliate of
Sprint, with the exclusive right to market Sprint wireless
mobility communications network products and services to a total
population of approximately 7.5 million in portions of
11 contiguous states.  Its markets are located between Sprint's
Chicago, New York and Knoxville markets and connect or are
adjacent to 12 major Sprint markets.  As a PCS Affiliate of
Sprint, Horizon markets wireless mobile communications network
products and services under the Sprint and Sprint PCS brand names.

At September 30, 2004, Horizon PCS' balance sheet showed a
$593,801,245 stockholders' deficit, compared to a $596,999,529
deficit at December 31, 2003.

Headquartered in Chillicothe, Ohio, Horizon PCS, Inc., --
http://www.horizonpcs.com/-- filed for chapter 11 protection on
August 15, 2003 (Bankr. S.D. Ohio Case No. 02-10429).  Jack R.
Pigman, Esq., at Porter Wright Morris & Arthur LLP, and Shalom L.
Kohn, Esq., at Sidley Austin Brown & Wood, represent the Debtor in
its restructuring efforts.  On September 21, 2004, the U.S.
Bankruptcy Court for the Southern District of Ohio confirmed
Horizon PCS's Joint Plan of Reorganization.  The Plan, originally
filed with the Court on August 12, 2004, became effective
October 1, 2004.


HORNBECK OFFSHORE: Noteholders Agree to Amend Debt Indenture
------------------------------------------------------------
Hornbeck Offshore Services, Inc., (NYSE: HOS) received the
consents necessary to adopt the proposed amendments to the
indenture governing the Notes in its previously commenced tender
offer and related consent solicitation for any and all
$175,000,000 aggregate principal amount of its 10-5/8% Senior
Notes due 2008 (CUSIP 440536 AB 6).  Adoption of the proposed
amendments required the consent of holders of at least a majority
of the aggregate principal amount of the outstanding Notes, and
holders who tendered their Notes in the Offer were deemed to
consent to the proposed amendments.  A total of approximately
$159,454,000, or over 91% in aggregate principal amount of the
outstanding Notes were validly tendered and not validly withdrawn
before 5:00 P.M., Eastern time, on November 17, 2004.

The Company and the Indenture trustee, Wells Fargo Bank, National
Association, anticipate executing, within the next few days, a
supplemental indenture setting forth the proposed amendments to
eliminate most of the restrictive covenants and certain events of
default from the Indenture.  The proposed amendments will become
operative upon the closing of the purchase by the Company of the
Notes tendered by the Consent Time, which totaled more than a
majority of the Notes outstanding.  The closing is expected to
occur on November 23, 2004.  The amendments will be binding upon
all holders of Notes, including those not tendering pursuant to
the Offer.

Based on an initial settlement date of November 23, 2004, the
total consideration per $1,000 principal amount of Notes will be
$1,102.28.  Holders that tender their Notes after the Consent Time
and on or prior to 5:00 P.M. Eastern time, on December 3, 2004,
will receive the purchase price per $1,000 principal amount of
Notes of $1,069.73, based on an expected final settlement date of
December 6, 2004, but the tendering holders will not receive the
consent payment of $30.00 per $1,000.00 principal amount that is
payable to holders that tendered their Notes prior to the Consent
Time.  Payment for all of the Notes accepted in the Offer will
also include accrued and unpaid interest up to, but not including,
the applicable settlement date.

                        About the Company

Hornbeck Offshore Services, Inc., is a leading provider of
technologically advanced, new generation offshore supply vessels
in the U.S. Gulf of Mexico and select international markets, and
is a leading transporter of petroleum products through its fleet
of ocean-going tugs and tank barges, primarily in the northeastern
U.S. and in Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's upgraded the senior implied rating for Hornbeck Offshore
Services, Inc., to Ba3 from B1, the issuer rating to Ba3 from B1
and assigned its Ba3 rating to the company's proposed $225 million
senior unsecured notes offering.  The outlook is stable.


HYCREST DAIRY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: HyCrest Dairy, Inc.
        4400 HyCrest Lane
        Tallahassee, Florida 32309

Bankruptcy Case No.: 04-41412

Type of Business: The Debtor operates a dairy farm.

Chapter 11 Petition Date: November 16, 2004

Court: Northern District of Florida (Tallahassee)

Judge: Lewis M. Killian, Jr.

Debtor's Counsel: Allen Turnage, Esq.
                  Law Office of Allen Turnage
                  P.O. Box 15219
                  2234 Centerville Road, Suite 101
                  Tallahassee, FL 32317
                  Tel: 850-224-3231
                  Fax: 850-224-2535

Total Assets: $2,763,600

Total Debts:  $2,090,397

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


INDYMAC ABS: Fitch Junks Three Classes & Rates Two Classes Low-B
----------------------------------------------------------------
Fitch Ratings affirmed and took rating actions on these IndyMac
ABS, Inc. Home Equity issues:

   * Series SPMD 2000-A group 1:

     -- Classes AF-3, R affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'A';
     -- Class BF remains at 'CCC'.

   * Series SPMD 2000-B group 1

     -- Classes AF-1, R affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'B';
     -- Class BF downgraded to 'C' from 'CC'.

   * Series SPMD 2001-A group 2

     -- Class AV affirmed at 'AAA';
     -- Class MV-1 affirmed at 'A-';
     -- Class MV-2 affirmed at 'BBB-';
     -- Class BV affirmed at 'BB'.

   * Series SPMD 2001-B

     -- Class AV affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'A';
     -- Class BF downgraded to 'CCC' from 'BB'.

   * Series SPMD 2001-C

     -- Classes AF-B4, AF-A, A-R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.

   * Series SPMD 2002-B

     -- Classes AF, AV affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'BBB-'.

   * Series SPMD 2003-A group 1

     -- Classes AF-1 - AF-5 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'A';
     -- Class BF affirmed at 'BBB+'.

   * Series SPMD 2003-A group 2

     -- Classes AV-1, AV-2 affirmed at 'AAA';
     -- Class MV-1 affirmed at 'AA';
     -- Class MV-2 affirmed at 'A+';
     -- Class MV-3 affirmed at 'A';
     -- Class MV-4 affirmed at 'A-';
     -- Class MV-5 affirmed at 'BBB+';
     -- Class BV affirmed at 'BBB'.

The affirmations on approximately $566 million of the classes
reflect credit enhancement consistent with future loss
expectations.  The negative rating actions on $13,213,328 of the
classes (series SPMD 2000-B group 1 class BF and series SPMD 2001-
B class BF) are the result of poor collateral performance and the
deterioration of asset quality beyond original expectations.

Series SPMD 2000-B group 1, with 17.48% of the original collateral
remaining, contained 12.29% manufactured housing collateral at
closing (July 28, 2000), and as of October 25, 2004, the
percentage of MH has increased to 37.37%.  To date, MH loans have
exhibited very high historical loss severities, causing Fitch to
have concerns regarding the adequacy of enhancement in this deal.
MH has been responsible for 44.17% of total losses to date in this
transaction.  The remainder of the collateral is secured by
subprime fixed-rate mortgages.

Since October 2003, this transaction has had no
overcollateralization remaining and class BF had started taking
write-downs.  As of October 2004, class BF has $1,838,328 of
principal remaining.  The 12 month average gross losses are
$141,984, and current monthly excess spread before losses is
$34,080.

Series SPMD 2001-B, with 14.81% of the original collateral
remaining, contained 2.33% MH collateral at closing
(July 28, 2000), and as of October 25, 2004, the percentage of MH
has increased to 9.49%.  MH has been responsible for 14.4% of
total losses to date in this transaction.  The remainder of the
collateral is secured by subprime fixed- and adjustable-rate
mortgages.

This transaction currently has $1,036,202.46 of OC remaining,
compared to the target OC of $1,750,000.  The current monthly
gross loss was $606,776, with only $125,335 in excess spread to
cover losses.  The six and 12-month average gross losses are
$259,476 and $238,989 respectively, which has resulted in the
regular monthly depletion of OC.

The group 1 and group 2 mortgage pools within the SPMD 2000-B
transaction are not cross-collateralized, so any excess spread
generated within group 1 is not available to offset losses in
group 2.  However, the deal was structured with mortgage
insurance.  Currently, 36.36% of the mortgage pool of series
2000-B group 2 has MI down to 80% loan to value, and 41.19% of
series 2001-B has MI down to 60% loan to value, which will serve
to somewhat mitigate the overall loss numbers.

Fitch will continue to closely monitor this deal.


INNOPHOS INC: S&P Places B+ Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Cranbury, New Jersey-based
Innophos, Inc., on CreditWatch with negative implications.

The placement follows the firm's announcement that its Mexican
subsidiary, Innophos Fosfatados de Mexico S. de R.L. de C.V., has
received a notice of claims from the National Waters Commission of
Mexico for possible errors related to payment for the extraction
and use of water from national waterways from 1998 through 2002 at
the company's Coatzacoalcos manufacturing plant.

The claims for governmental duties, taxes and other charges total
$36 million, and there are also claims for interest, inflation
adjustments and penalties under the Mexican federal tax code of
$96 million.

"While Innophos believes it is indemnified against these claims,
the unexpected and substantial amount of the charges does result
in a degree of uncertainty for this specialty chemical company's
credit quality at a time when debt leverage measures are subpar
for the ratings," said Standard & Poor's credit analyst Wesley E.
Chinn.

"Moreover, while the charges are for water usage in past years,
this matter raises concerns as to whether current or future
earnings will be impacted by additional water-related costs in
Mexico," Mr. Chinn added.

Innophos believes that it is indemnified against these claims
under the terms of the sale agreement with Rhodia S.A. from whom
Innophos was purchased on Aug. 13, 2004.  On Nov. 8, 2004,
Innophos sent Rhodia a formal notice of its contractual right of
indemnification from Rhodia with respect to these claims.  Rhodia
has not yet responded to the notice of indemnification.  Innophos
has delayed the release of 2004 third-quarter earnings, pending
the investigation by management, outside auditors and others of
these water-related charges.

Standard & Poor's will resolve the CreditWatch listing as more
information related to the resolution of this matter is made
available.


INNOVATIVE COOKIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Innovative Cookies, Inc.
        1220 37th Street, North West #102
        Auburn, Washington 98001

Bankruptcy Case No.: 04-24709

Type of Business: The Debtor produces and distributes cookies.
                  See http://www.innovativecookies.com/

Chapter 11 Petition Date: November 15, 2004

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street #500
                  Seattle, WA 98101
                  Tel: 206-223-9595

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Chinatrust Bank                            $606,883
10900 NE 8th
Bellevue, WA 98004

Base Capital LLC                           $600,000
411 108th NE, Suite 1970
Bellevue, WA 98040

New Era Staffing                            $51,370

John Fuchs                                  $50,000

Bader Martin Ross & Smith                   $39,805

Dawn Food Products, Inc.                    $15,036

American Express                            $14,335

Alaska Air Visa                             $12,994

A Better Concept                            $11,365

Wells Fargo Bank                            $10,289

Labels West Inc.                             $7,252

Borracchini Foods                            $7,208

Columbia Bank 04                             $6,171

Remedy                                       $5,231

Ron Hansen Strategic Branding                $5,085

Oki Developments, Inc.                       $4,484

Medosweet Farms, Inc.                        $4,566

Transilwrap Company, Inc.                    $4,517

Columbia Bank 03                             $4,389

Capital One                                  $3,979


INTERSTATE BAKERIES: Utility Companies Seek Additional Assurance
----------------------------------------------------------------
Paul M. Hoffmann, Esq., at Stinson Morrison Hecker, LLP, in
Kansas City, Missouri, relates that uninterrupted utility
services are critical to Interstate Bakeries and its
debtor-affiliates' ability to sustain their operations during the
pendency of their Chapter 11 cases.  In the normal conduct of
their businesses, the Debtors use gas, water, electricity,
telephone, and other services provided by the Utilities for their
various baking processes.  The Utilities service the Debtors'
bakeries, thrift stores, depots, and corporate headquarters and
affiliated facilities.

Mr. Hoffmann tells the U.S. Bankruptcy Court for the Western
District of Missouri that the Utility Services are also
necessary for the Debtors to perform significant functions,
including:

    * conducting sales and marketing functions and to communicate
      with customers, vendors, bakeries and corporate
      headquarters;

    * maintaining sanitary lavatory facilities for employees; and

    * providing heat to many of the Debtors' facilities.

Any interruption of these services would severely disrupt and
seriously impede the Debtors' day-to-day operations.

Mr. Hoffmann assures the Court that prior to their bankruptcy
filing, the Debtors paid the Utilities' bills consistently and on
a regular basis.  The Debtors are unaware of any outstanding
defaults or arrearages of any significance with respect to any
invoice for utility service.  Thus, the Debtors believe that any
Utility seeking a deposit from them is doing so in accordance
with a "per se" policy followed when one of its customers files a
petition for relief under the Bankruptcy Code.

Accordingly, at the Debtors' request, the Court rules that no
Utility will:

    (a) alter, refuse or discontinue services to, or discriminate
        against the Debtors, solely on the basis of the Debtors'
        Chapter 11 cases or on account of any unpaid amount for
        utility services provided before the Petition Date; or

    (b) require the payment of a deposit or other security in
        connection with the Utility's continued provision of
        utility service.

Mr. Hoffmann notes that the Debtors' demonstrated ability to pay
future utility bills as they come due from future revenues and
their anticipated debtor-in-possession financing constitute
adequate assurance of payment for future utility services within
the meaning of Section 366 of the Bankruptcy Code.  Thus, the
Utilities have adequate assurance of future payment without the
need for the Debtors to provide additional security deposits,
bonds, or any other payments.

            13 Utility Companies Want Deposits Posted

At least 13 Utility Companies require additional adequate
assurance of payment because of the Debtors' poor financial
condition, which is based on these observations:

   * For the 53 weeks ending May 29, 2004, the Debtors generated
     net sales of $3,468,000,000 with a net loss of about
     $26,000,000.  For that same time period, the Debtors
     estimate assets of $1,626,000,000, at book value, current
     liabilities of $931,000,000 and long-term liabilities of
     $391,000,000;

   * On June 3, 2004, the Debtors announced an increase of their
     reserve for workers' compensation during fiscal 2004 and
     took a $40,000,000 charge to pretax income;

   * On August 21, 2004, the Debtors further amended the leverage
     and interest coverage covenants of their Existing Credit
     Agreement to relax the covenants until November 2005,
     thereby increasing the interest rates for all loans under
     the Existing Agreements by 0.50%.  Nonetheless, the Debtors
     were unable to avoid filing for bankruptcy court protection;

   * To allegedly create more liquidity, the Debtors issued
     $100,000,000 in senior subordinated convertible notes on
     August 12, 2004, under an Indenture, with the net proceeds
     of the 2014 notes primarily used to prepay certain required
     term loan principal payments due under the Existing Credit
     Agreement and to reduce the amount outstanding under the
     Revolver.  Again, this measure did not preclude the Debtors
     from seeking bankruptcy court protection;

   * The Debtors determined that they needed to restate their
     financial statements for the second and third quarters of
     fiscal 2004, requesting a 15-day extension to August 27,
     2004, to file the annual report, but nevertheless failed to
     timely file their financial statements, including their form
     10-K with the Securities and Exchange Commission;

   * The uncertainty as to whether the Debtors were in compliance
     with covenants under the Existing Credit Agreement during
     fiscal 2005, and the possibility that the report of their
     independent auditors with respect to their fiscal 2004
     financial statements might contain a paragraph to the effect
     that there may be substantial doubt about the Debtors'
     ability to continue as a going concern;

   * The Debtors' admission that, after reviewing preliminary and
     estimated fiscal 2005 first quarter results, their financial
     condition had worsened, and that they were likely in the
     very near term to be unable to comply with covenants under
     the Existing Credit Agreement; and

   * The Debtors' counsel felt the need to secure the payment of
     their fees.

The Utility Companies and their estimated prepetition losses and
two-month postpetition deposit requests are:

                                                          Deposit
   Utility Company                    Accounts   Loss     Request
   ---------------                    --------   ----     -------
   American Electric Power               78   $118,029   $156,196
   Dominion Virginia Power               23     17,942     30,155
   Dominion North Carolina Power          3        937      1,405
   Dominion Peoples                       8      1,205     12,220
   Dominion East Ohio                    16      4,472     22,378
   Dominion Hope                          2         59      1,582
   Duke Power Company                    37     76,397    125,738
   Niagara Mohawk Power Corporation      15     38,397     60,453
   Nat'l Fuel Gas Distribution Corp.      9      7,510    109,200
   Westar Energy, Inc.                   19     76,664    155,980
   San Diego Gas & Electric Co.          22     65,415    104,712
   Southern California Gas Co.           80     67,943     94,000
   Public Svc. Electric & Gas Co.        10    177,364    145,400

The Utility Companies contend that the Debtors failed to properly
serve them with the Utility Motion and the Utility Order, as
service was not effected in accordance with Rules 7004 and 9014
of the Federal Rules of Bankruptcy Procedure, which require that
service of a motion on a corporation be made by mail to the
attention of an officer, a managing or general agent or to any
other agent authorized by appointment or by law.  As a result,
the Utility Companies had no opportunity to respond to the
Utility Motion, despite the fact that the Utility Companies were
known entities that provided continuous and continue to provide
utility service to the Debtors.

The Utility Companies also believe that the Court did not make a
determination that the Debtors' utility companies were adequately
assured of payment before the Court entered the Utility Order.

The Utility Companies ask the Court to:

   (1) vacate the Utility Order in its entirety;

   (2) require the Debtors to post deposits; and

   (3) immediately determine what adequate assurances of payment
       pursuant to Section 366(b) of the Bankruptcy Code should
       be provided, as the determination of adequate assurance in
       the Utility Order was made on an ex parte no notice basis.

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)


KAISER ALUMINUM: Summary of Australian & Finance Units' Plan
------------------------------------------------------------
On November 15, 2004, Kaiser Alumina Australia Corporation and
Kaiser Finance Corporation filed their Joint Plan of Liquidation
with the United States Bankruptcy Court for the District of
Delaware.

The primary objectives of the Plan are to:

   (a) maximize the value of the ultimate recoveries to all
       creditor groups on a fair and equitable basis;

   (b) settle, compromise or otherwise dispose of certain claims
       and other disputes on terms that the Liquidating Debtors
       believe to be fair and reasonable under the circumstances
       and in the best interests of their estates and creditors
       and Kaiser Aluminum & Chemical Corporation, as the sole
       stockholder of each Debtor; and

   (c) effectuate the orderly liquidation and dissolution of the
       Liquidating Debtors.

The Plan provides for, among other things:

   (a) the classification and treatment of claims and interests;

   (b) the establishment of a distribution trust to make
       distributions in accordance with the Plan;

   (c) the creation and administration of trust accounts; and

   (d) the liquidation of Kaiser Australia and Kaiser Finance.

A full-text copy of Kaiser Australia and Kaiser Finance's
Liquidation Plan is available for free at:

   http://bankrupt.com/misc/KAAC_&_KFC_Joint_Liquidation_Plan.pdf

A full-text copy of the Disclosure Statement is available for free
at:

   http://bankrupt.com/misc/KAAC_&_KFC_Disclosure_Statement.pdf

                        Sources of Cash

The cash available in Kaiser Australia's and Kaiser Finance's
estates to fund the Plan will come from:

   (a) the net cash proceeds to the Liquidating Debtors in
       connection with the sale of their interests in Queensland
       Alumina, Ltd., pursuant to a purchase and sale agreement,
       after taking into account the costs and expenses of the
       sale payable by the Liquidating Debtors in accordance with
       the settlement of intercompany claims and the satisfaction
       of any applicable Allowed Secured Claim with a valid and
       enforceable lien against the QAL proceeds; and

   (b) the proceeds, if any, received from the successful
       prosecution, settlement, or collection of preference
       actions, fraudulent actions, rights of set-off, and other
       claims or causes of action under Chapter 5 of the
       Bankruptcy Code and other applicable bankruptcy and non-
       bankruptcy law.

Kaiser Australia and Kaiser Finance currently estimate that, on
the effective date of the Plan, the QAL Proceeds will be
$396,000,000.  Kaiser Australia and Kaiser Finance are not aware
of any Recovery Actions and the Official Committee of Unsecured
Creditors has independently determined that there are no viable
preference actions concerning payments made by the Liquidating
Debtors.  Accordingly, the Recovery Action Proceeds is assumed to
be zero.

The estimated QAL Proceeds on the Effective Date will include
$40,000,000, which will be held in a cash collateral account to
secure the obligations of Kaiser Australia and Kaiser Finance and
the rest of the Debtors under a February 12, 2002 postpetition
credit agreement with Bank of America, N.A., and a consortium of
lenders.

On the Effective Date, cash in Kaiser Australia's Cash Collateral
Account will be used to make payments, if any, to KACC by Kaiser
Australia pursuant to the Intercompany Claims Settlement.  Any
remaining amounts held in the Cash Collateral Account will not be
released for distribution to holders of Allowed Claims until
amounts owing under the DIP Financing Facility are paid in full
and the DIP Financing Facility is terminated.

The Liquidating Debtors and the Creditors Committee currently
expect that Intercompany Settlement Payments of $26,500,000 to
$37,500,000 in the aggregate will be required and, accordingly,
that between $2,500,000 and $13,500,000 of the cash held in the
Cash Collateral Account will ultimately be released for
distribution to holders of Allowed Claims.  The Release, however,
is not expected to occur before the Effective Date and may not
occur before the effective date of a reorganization plan for
KACC.  No assurance can be given as to whether or when the release
will occur or, if and when the release does occur, as to how much
cash will then remain in the Cash Collateral Account.

                          Uses of Cash

Kaiser Australia and Kaiser Finance's cash as of the Effective
Date will be used to:

   (a) fund a segregated trust account to be established and
       maintained to fund the payment of all reasonable fees,
       costs and expenses incurred by a distribution trustee;

   (b) fund a segregated trust account to be established and
       maintained by the Distribution Trustee to satisfy allowed
       secured claims, administrative claims, priority claims,
       and priority tax claims against the Liquidating Debtors'
       estates, in accordance with the Plan;

   (c) make any required payments under the Intercompany Claims
       Settlement;

   (d) fund amounts required to be maintained in the Cash
       Collateral Account; and

   (e) fund a segregated trust account to be established
       and maintained by the Distribution Trustee to satisfy
       allowed unsecured claims against the Liquidating Debtors'
       estates with any remaining cash.

The Liquidating Debtors and the Creditors Committee
currentlyanticipate that available cash will be applied as:

                          (in millions)

   Estimated Available Cash                              $396.0

      Estimated Funding of:
         Distribution Trust Expenses Account               (1.0)
         Priority Claims Trust Account           (21.0) - (25.0)
      Estimated Net Intercompany
         Settlement Payments                     (26.5) - (37.5)
                                                 --------------
   Estimated Cash Remaining to
       Fund Unsecured Claims Trust Account       $332.5 - 347.5
                                                 ==============

Moreover, based on the various estimates and assuming that the
holders of Senior Subordinated Note Claims vote to accept the
Plan and there are no Allowed Other Unsecured Claims, the
aggregate cash ultimately to be distributed to the holders of
Senior Note Claims, Subordinated Note Claims, and the PBGC Claims
would be:

                                            Estimated Aggregate
Subclass                                     Cash Distribution
--------                                    -------------------
Subclass 3A (Senior Notes Claims)               $211.1 to 228.3
Subclass 3B (Senior Subordinated Note Claims)               8.0
Subclass 3C (PBGC Claims)                        106.4 to 111.2

The Liquidating Debtors and the Creditors Committee expect that up
to $13,500,000 ultimately will be released from the Cash
Collateral Account for distribution to holders of allowed claims.
The amount is not expected to be released before the Effective
Date and, accordingly, it is expected that the initial
distributions to be made to holders of allowed Senior Note Claims
and the PBGC on or promptly after the Effective Date will be less
than what has been estimated.

Although the Debtors and the Creditors Committee believe that
either no Other Unsecured Claims will ultimately be allowed or any
allowed Other Unsecured Claims will be de minimis, in the event
Other Unsecured Claims that have been asserted are not disallowed
before the Effective Date, the cash reserve to satisfy disputed
claims against Kaiser Australia or Kaiser Finance would have to be
established in respect of Other Unsecured Claims, thereby further
reducing the initial Cash distributions to be made to holders of
allowed Senior Note Claims and the PBGC.

                Kaiser Finance Claim Against KACC

Under the Intercompany Claims Settlement, the $1,106,150,093
general unsecured claim held by Kaiser Finance against KACC will
be allowed and will receive the same treatment as allowed general
unsecured claims -- excluding retiree medical claims -- under any
KACC reorganization plan.  Under the Liquidation Plan, no
distribution of the Kaiser Finance Claim will be made, and the
Kaiser Finance Claim will be held in the Unsecured Claims Trust
Account, until receipt by the Distribution Trustee of
distributions from KACC pursuant to a confirmed KACC
reorganization plan or otherwise.  In-kind distributions
consisting of property received by the Distribution Trustee from
KACC in respect of the Kaiser Finance Claim will then be made to
holders of Allowed Claims in Subclass 3A, Subclass 3C and Subclass
3D in accordance with the terms of the Plan.

It is presently anticipated that, pursuant to (i) the agreements
reached by KACC with the Official Committee of Salaried Retirees
and union representatives, which provide for the termination of
existing post-retirement benefit plans and existing hourly pension
plans, and (ii) the Intercompany Claims Settlement, the
Distribution Trust, as holder of the Kaiser Finance Claim, will
receive one-third of 25% of Reorganized KACC's residual value
after the satisfaction of administrative, priority and secured
claims against KACC and after taking into account, among other
things, the satisfaction of the PBGC's claims against Kaiser
Aluminum & Chemical of Canada Limited, and any use of KACC assets
to settle asbestos, silica and other tort claims.

                        Distribution Trust

The Distribution Trust will be established on the Effective Date
for the purpose of:

   * collecting, maintaining and administering assets for the
     benefit of the creditors and claimants of the Estates;

   * liquidating -- including objecting to Claims and determining
     the proper recipients and amounts of distributions to be
     made from the Distribution Trust -- and distributing the
     Distribution Trust Assets for the benefit of the
     Beneficiaries who are determined to hold Allowed Claims as
     expeditiously as reasonably possible;

   * pursuing available causes of action, including Recovery
     Actions;

   * closing the Chapter 11 cases; and

   * implementing the Plan and completing dissolution.

The Distribution Trust Assets will be transferred to and vest in
the Distribution Trust, free and clear of claims, liens and
interests, except as may be otherwise provided in the
Intercompany Claims Settlement.  Upon the transfer, the
Liquidating Debtors will be deemed dissolved and their business
operations withdrawn for all purposes without any delay.

The Distribution Trust Assets include:

   (a) the Trust Accounts and any cash -- and any other property
       -- held by the Trust Accounts;

   (b) the rights of the Liquidating Debtors under or in respect
       of the Intercompany Claims Settlement, the QAL Purchase
       Agreement or any causes of action not released by the
       Plan, including the Recovery Actions, and any proceeds
       thereof; and

   (c) the QAL Proceeds including any amounts paid over to
       the Distribution Trustee upon the termination of the DIP
       Financing Facility for deposit into the Unsecured Claims
       Trust Account as contemplated by the Plan.

The Liquidating Transactions will not in any way merge the assets
of the Liquidating Debtors' estates, including the Trust
Accounts.  All claims against the Liquidating Debtors are deemed
fully satisfied in exchange for the treatment of the claims under
the Plan.  Holders of allowed claims against either Liquidating
Debtor will have recourse solely to the applicable Trust Accounts
for the payment of their allowed claims in accordance with the
terms of the Plan.

All liens against the Distribution Trust Assets will be fully
released upon the holder of the lien receiving its full
distribution under the Plan, or on the Effective Date if the
lienholder is not entitled to any distribution.

                       Distribution Trustee

The Distribution Trustee will be the exclusive trustee of the
Distribution Trust.  The identity of the Distribution Trustee will
be disclosed at least 10 days before the Confirmation Hearing.
The Trustee will be selected by the Creditors Committee with the
consent of the Liquidating Debtors.

                Powers of the Distribution Trustee

(A) General Powers

The Distribution Trustee will be empowered to, among other
things:

   * execute all agreements, instruments, and other documents and
     effect all other actions necessary to implement the Plan;

   * establish, maintain, and administer the Trust Accounts;

   * accept, preserve, receive, collect, manage, invest,
     supervise and protect the Distribution Trust Assets;

   * liquidate, transfer or otherwise dispose of the Distribution
     Trust Assets;

   * calculate and make distributions of the Distribution Trust
     Assets to holders of Allowed Claims;

   * comply with the Plan and exercise its rights and fulfill its
     obligations;

   * review, reconcile, settle or object to Claims and resolve
     any those objections;

   * investigate and, if appropriate, pursue any Recovery Actions
     or other available causes of action -- including any actions
     previously initiated by the Debtors and pending as of the
     Effective Date -- and raise any defenses in any adverse
     actions or counterclaims;

   * retain and compensate, without further Bankruptcy Court
     order, the services of professionals or other persons or
     entities to represent, advise and assist the Distribution
     Trustee in the fulfillment of its responsibilities in
     connection with the Plan and the Distribution Trust
     Agreement;

   * take steps as are necessary, appropriate, or desirable
     to coordinate with representatives of the estates of the
     Other Kaiser Debtors;

   * take actions as are necessary, appropriate or desirable to
     close the Chapter 11 cases;

   * file appropriate Tax returns on behalf of the Distribution
     Trust and Debtors and pay taxes or other obligations owed by
     the Distribution Trust;

   * pay all Distribution Trust Expenses using the Distribution
     Trust Expenses Account;

   * execute, deliver, and perform other agreements and documents
     or exercise other powers and duties as the Distribution
     Trustee determines, in its reasonable discretion, to be
     necessary, appropriate, or desirable to accomplish and
     implement the purposes and provisions of the Distribution
     Trust;

   * take actions as are necessary, appropriate or desirable to
     terminate the existence of the Liquidating Debtors under the
     laws of Australia; and

   * terminate the Distribution Trust in accordance with the
     terms of the Plan and Distribution Trust Agreement.

(B) Right to Object to Claims

After the Effective Date, only the Distribution Trustee, with the
prior consent of the Steering Committee, will have the authority
to file, settle, compromise, withdraw or litigate to judgment
objections to Claims.  After the Effective Date, the Distribution
Trustee, with the prior consent of the Steering Committee, may
settle or compromise any Disputed Claim.

(C) Right to Pursue Causes of Action

In accordance with Section 1123(b) of the Bankruptcy Code, the
Distribution Trustee will retain and may enforce any claims,
demands, rights and causes of action that either Estate may hold
against any entity, including the Recovery Actions, to the extent
not released under the Plan.  In particular, the Distribution
Trustee will retain the right to pursue any adversary proceedings
available to the Liquidating Debtors in connection with the QAL
Purchase Agreement or the Intercompany Claims Settlement.

(D) Right to Vote the Kaiser Finance Claim

Only the Distribution Trustee, on behalf of the Distribution Trust
as holder of the Kaiser Finance Claim, with the prior consent of
the Steering Committee, will have the authority to accept or
reject a reorganization of KACC.

             Indemnification of Distribution Trustee

The Distribution Trustee and the members of the Steering
Committee will be indemnified by the Distribution Trust from the
Distribution Trust Expenses Trust Account, except for any act or
omission constituting bad faith, fraud, willful misconduct, gross
negligence or a breach of its fiduciary duties.

             Compensation of the Distribution Trustee

The Distribution Trustee will receive fair and reasonable
compensation for its services, with such compensation to be paid
from the Distribution Trust Expenses Account.

                 Term of the Distribution Trust

The Distribution Trust will terminate upon:

   * the payment of all costs, expenses and obligations incurred
     in connection with administering the Distribution Trust;

   * the distribution of all remaining Distribution Trust Assets
     and proceeds in accordance with the provisions of the Plan,
     the Confirmation Order and the Distribution Trust Agreement;

   * the closure of the Chapter 11 cases; and

   * the completion of any necessary or appropriate reports, tax
     returns or other documentation.

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. 54;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LB-UBS COMMERCIAL: S&P Places Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2004-C8's $1.3 billion
commercial mortgage pass-through certificates series 2004-C8.

The preliminary ratings are based on information as of
November 17, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.56x, a beginning LTV of
90.9%, and an ending LTV of 82.1%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
            LB-UBS Commercial Mortgage Trust 2004-C8

            Class         Rating           Amount ($)
            -----         ------           ----------
            A-1           AAA              53,000,000
            A-2           AAA             383,000,000
            A-3           AAA              44,000,000
            A-4           AAA             154,000,000
            A-5           AAA              35,000,000
            A-6           AAA             383,054,000
            A-J           AAA              85,479,000
            B             AA+              19,726,000
            C             AA               19,726,000
            D             AA-              14,795,000
            E             A+               14,794,000
            F             A                16,439,000
            G             A-               11,506,000
            H             BBB+             13,151,000
            J             BBB               9,863,000
            K             BBB-             16,438,000
            L             BB+               6,576,000
            M             BB                4,931,000
            N             BB-               4,932,000
            P             B+                3,287,000
            Q             B                 3,288,000
            S             B-                1,644,000
            T             N.R.             16,438,748
            X-CL*         AAA           1,315,067,748**
            X-CP*         AAA           1,225,507,000**

                    *      Interest-only class
                    **     Notional amount
                    N.R. - Not rated


LIONEL LLC: Wants to Hire O'Melveny & Myers as Counsel
------------------------------------------------------
Lionel L.L.C., and its debtor-affiliate, Liontech Company, ask the
U.S. Bankruptcy Court for Southern District of New York for
permission to employ O'Melveny & Myers, LLP, as their bankruptcy,
general corporate and appellate counsel.

O'Melveny & Myers is expected to perform three types of services:

    I.  Bankruptcy Related Services

        a) advise the Debtors regarding matters of bankruptcy
           law in connection with their chapter 11 cases;

        b) advise the Debtors of the requirements of the
           Bankruptcy Code, the Federal Rules of Bankruptcy
           Procedure, applicable bankruptcy rules pertaining to
           the administration of their cases and U.S. Trustee
           Guidelines related to the daily operation of their
           business and the administration of the estates;

        c) prepare motions, applications, answers, proposed
           orders, reports and papers in connection with the
           administration of the estates;

        d) negotiate with creditors, prepare and seek confirmation
           of a plan of reorganization and related documents, and
           assist the Debtors with implementation of the plan;

        e) assist the Debtors in the analysis, negotiation and
           disposition of certain estate assets for the benefit of
           the estates and their creditors;

        f) advise the Debtors regarding general corporate and
           securities matters, bankruptcy issues related to
           pension, retiree, labor and collective bargaining
           obligations, and litigation issues; and

        g) render other necessary advice and services as the
           Debtors may require in connection with their cases.

    II. General Corporate Related Services

        a) review executory contracts and unexpired leases;

        b) negotiate and document debtor in possession financing
           and exit financing;

        c) negotiate and document asset sales;

        d) assist in the issuance of new debt and equity
           securities pursuant to a plan of reorganization; and

        e) assist in other general corporate matters arising from
           time to time in the ordinary course of the Debtors'
           business.

   III. Appellate Services

        a) render services as necessary to appeal the judgment
           entered against Lionel by the United States District
           Court for the Eastern District of Michigan, Southern
           Division, in the case of Mike's Train House, Inc. v.
           Lionel L.L.C., Case No. 00-CV-71729.

Adam C. Harris, Esq., a Partner at O'Melveny & Myers, is one of
the lead attorneys for the Debtors.  For his professional
services, Mr. Harris will bill the Debtors $695 per hour.

Mr. Harris reports O'Melveny & Myers' lead professionals bill:

    Professionals         Designation      Hourly Rate
    -------------         -----------      -----------
    Walter Dellinger      Partner             $750
    Dale Cendali          Partner              650
    Robert Winter         Counsel              485
    Abbey Ehrlich         Associate            450
    Toby Heytens          Associate            380
    Craig Anderson        Associate            335
    Melissa Holyoak       Associate            250

Mr. Harris reports O'Melveny & Myers' other professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners              $460 - 750
    Associates/Counsel     250 - 510
    Paralegals             70  - 220

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

Headquartered in Chesterfield, Michigan, Lionel L.L.C., --
http://www.lionel.com/-- is a marketer of model train
products, including steam and die engines, rolling stock,
operating and non-operating accessories, track, transformers and
electronic control devices.  The Company filed for chapter 11
protection on November 15, 2004 (Bankr. S.D.N.Y. Case No.
04-17324).  Abbey Walsh Ehrlich, Esq., at O'Melveny & Myers, LLP,
represent the Debtors in their restructuring.  When the Company
filed for protection from its creditors, it listed estimated
assets and liabilities of $50 million to $100 million.


MICROTEC ENTERPRISES: Posts $766,000 of Net Loss in Third Quarter
-----------------------------------------------------------------
Microtec Enterprises, Inc. (TSX:EMI) reported its financial
results for the quarter ended on September 30, 2004.

During the third quarter of 2004, revenues were stable as compared
to the corresponding quarter of 2003 at a level of $7,535,000.

Overall administration, monitoring and customer service expenses
declined by 0.5% at $2,724,000, whereas installation, sales and
marketing expenses increased by 5.9% to $805,000.  Earnings before
depreciation, interest, taxes, and amortization (EBDITA) stood at
$4,006,000.

Debt-servicing costs increased by $1,084,000 in the third quarter
of 2004 compared with the same period last year due to successive
increases by lenders of the interest rates applicable to credit
facilities.  As a result, the net loss totaled $766,000 in the
third quarter of 2004.

"Had it not been for the additional financing costs of more than
$1,600,000 supported by Microtec since the beginning of the year,
results would have been much better than expected and the company
would have posted a positive net income," indicated Mr. Raymond
Gilbert, Chairman and Chief Executive Officer of Microtec
Enterprises, Inc.

The order for protection under the Companies' Creditors
Arrangement Act should make it possible for Microtec to complete
its debt and financial restructuring.  "It is important to note
that this order does not affect the operations, nor the services
offered by the Company and that no lay-offs are anticipated,"
concluded Mr. Gilbert.

                        About the Company

Solidly established in Canada, Microtec Enterprises, Inc. --
http://www.microtecsecuri-t.com/-- provides a wide range of
security and home automation services that ensure the protection
and well-being of its residential and commercial customers.  The
Company is building on its strong position in the industry by
developing new products and services, expanding its subscriber
base, and creating strategic alliances.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Microtec Enterprises, Inc., has obtained an order from the
Superior Court of the Province of Quebec for protection under the
Companies' Creditors Arrangement Act in order to facilitate its
financial restructuring.  The filing includes the Company and all
its subsidiaries.

The order provides the Company with additional time to finalize
and complete the recapitalization plan already being negotiated,
facilitate the proposal of an arrangement, including with its
lenders, and obtain adequate protection for directors and officers
of the Company in the course of their duties.  The Court has
appointed Raymond Chabot, Inc., as monitor for the restructuring.
Requests for information intended to the monitor should be
directed to:

                          Jean Gagnon
                          514-878-2691

                            -- or --

                          Jean Chiasson
                          418-647-3151


MIDLAND REALTY: Fitch Affirms B Rating on $11.1M Class J Cert.
--------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C1:

   -- $18.6 million class G to 'AA' from 'BBB+'.

In addition, Fitch affirms these classes:

   -- $4.1 million class A-3 'AAA';
   -- Interest-only class A-EC 'AAA';
   -- $20.4 million class B 'AAA';
   -- $26 million class C 'AAA';
   -- $14.8 million class D 'AAA';
   -- $5.6 million class E 'AAA';
   -- $7.4 million class F 'AAA';
   -- $11.1 million class J 'B'.

Fitch does not rate the $5.6 million class H, the $3.8 million
principal-only class K-1, and the interest-only class K-2
certificates.

The rating upgrade is due to the increase in subordination levels
resulting from loan payoffs and amortization and due to the
reduced uncertainty and lower than expected losses from the
disposition of eight assets earlier in 2004.  As of the
October 2004 distribution date, the pool has paid down 68.4% to
$117.4 million from $371.1 million at issuance.  In addition, the
pool has paid down 20.6% since Fitch's March 2004 review.

Midland Loan Services, Inc., as master servicer, collected
year-end 2003 financials for 85.7% of the transaction.  Among
those properties that reported at YE 2003, the weighted average
debt service coverage ratio (DSCR) increased to 1.50 times (x)
compared to 1.44x at issuance for the same loans.

Four loans (7.9%) are currently in special servicing:

   * one real estate owned (REO) property (2.1%),
   * one 90-day delinquent loan (2.8%),
   * one 60-day delinquent loan (1%), and
   * one loan that is current (1.9%).

The REO property is secured by a healthcare facility located in
Weatherford, Texas.  A sale of the property is anticipated to
close by month end and losses are expected.  The borrower for the
90-day delinquent loan is in bankruptcy; however, based on the
current appraised value, no losses are expected on this loan.  The
60-day delinquent loan is being brought current and then a return
to the master servicer is likely.  The loan that is current was
transferred to special servicing in September 2004 due to tenant
rollover issues.  The special servicer, Midland, is currently
evaluating workout options.

In addition to the specially serviced loans metioned, three loans
(4.7%) are considered Fitch loans of concern due to decreases in
DSCR and occupancy.  These loans' higher likelihood of default was
incorporated into Fitch's analysis.


MIRANT CORP: District Court Affirms Extension of Exclusive Periods
------------------------------------------------------------------
M.H. Davidson & Co. and the Official Committee of Unsecured
Creditors of Mirant Americas Generation, LLC, took an appeal from
Judge Lynn's order extending the period within which Mirant
Corporation and its debtor-affiliates have the exclusive right to
file a Chapter 11 plan and to solicit acceptances for that plan to
the U.S. District Court for the Northern District of Texas.

Both Appellants argue that Judge Lynn erred in granting the second
extension.  Judge Lynn, the Appellants assert, also erred in
refusing to consider the Debtors' failure to provide a duly
authorized business plan by March 1, 2004, as contemplated by the
Bankruptcy Court's prior order granting the first extension of the
Exclusive Periods.

In addition, the MAGi Committee argues that the Bankruptcy Court:

   (a) improperly shifted the burden of proof under Section
       1121(d) of the Bankruptcy Code by requiring the MAGi
       Committee to show cause why the Exclusive Periods should
       be terminated;

   (b) made no factual findings to support its conclusions that
       the Debtors:

       -- have engaged in good faith progress towards
          reorganization;

       -- have made progress in negotiations with their creditors
          in the formulation of the reorganization plan; and

       -- are not seeking an extension of the Exclusive Periods
          to pressure creditors to submit to the Debtors'
          reorganization demands; and

   (c) erred by basing its findings on unidentified and
       unspecified matters that were not before it at the hearing
       on the Debtors' request for extension.

                    District Court's Analysis

Under Section 1121(d), District Court Judge John McBryde holds
that the burden is on the debtor to show cause for extending the
exclusive period.  Whether to grant a request for extension lies
within the Bankruptcy Court's discretion.  In virtually every case
where an extension has been granted, Judge McBryde notes that the
debtor showed substantial progress had been made in negotiations
toward reorganization.  The debtor's burden gets heavier with each
extension it seeks as well as the longer the exclusive periods
last.  The court must balance the potential harm to creditors and
limit the delay that makes creditors hostages of Chapter 11
debtors.

According to Judge McBryde, the bankruptcy judge properly noted
the size and complexity of the Debtors' interlocking corporate
structure and the number of large contingency items that needed to
be resolved or at least further clarified before a meaningful
reorganization plan can be presented.  The Bankruptcy Court did
not grant the extension sought by the Debtors.  Nor did the
Bankruptcy Court follow the MAGi Committee's suggestion that a
60-day extension be granted.  Instead, it granted an extension
that it concluded would be meaningful in that Debtors would be
pressed, but not unduly so, to submit a proposed plan without the
disruption of having to return to the Court to seek further
extension in the interim.

Judge McBryde notes that the Bankruptcy Court was not impressed by
talk of "gating issue" and "visibility" or with the fact that the
Debtors' witness could not give an assessment of the Debtors'
management.  The indication was that the Bankruptcy Court would
rely on the examiner, rather than Debtors, to appraise the Court
about what needed to be done.  The Bankruptcy Court made it clear
that further extension of the Debtors' Exclusive Period would be
difficult to obtain and that the Court would not hesitate to act
if presented evidence that the Debtors were abusing the privileges
extended to them.

Judge McBryde agrees with the Bankruptcy Court that the Debtors
need to be able to use the tools available under Chapter 11, and
that those tools would only be available if the Exclusive Periods
were extended.

"Of concern to the Bankruptcy Court was that the Debtors have an
opportunity to present a single plan, or at least larger plans,
that would have the potential to achieve the greatest good for
everyone so that the Court and the parties would not be burdened
by piecemeal resolution of the individual estates," Judge McBryde
says.  "And, the Bankruptcy Court legitimately took into account
that a meaningful reorganization of the Debtors could not be
accomplished on a piecemeal basis."

Judge McBryde, accordingly, finds that cause existed for the
extension granted.  Judge McBryde affirms the Bankruptcy Court's
decision.

"The Bankruptcy Court did not err in failing to require [Debtor
MAGi] to separately explain why a plan had not been filed as to it
or to provide a timetable of the steps to be taken for the filing
of such plan; nor does the record support a conclusion that the
Bankruptcy Court should have required Mirant Corporation to
present evidence that it had fulfilled its fiduciary duty to
[Debtor MAGi] by considering and analyzing the possibility of a
separate plan [for Debtor MAGi]," Judge McBryde explains.

With respect to the Bankruptcy Court's refusal to consider the
Debtors' failure to provide duly authorized business plan by
March 1, 2004, Judge McBryde says, there is nothing in the record
to suggest that the Bankruptcy Court abused its discretion to
evaluate the extent to which the Debtors' degree of compliance
will be taken into account.

Furthermore, Judge McBryde holds that there is no reason to
believe that, if and when the issue of terminating the extended
period of the exclusivity is presented, the Bankruptcy Court will
not properly place the burden of proof.  Moreover, the issue
asserted by the MAGi Committee regarding placement of burden of
proof in a proceeding to be conducted in the future is premature.

Judge McBryde rules that the MAGi Committee's claim that the
Bankruptcy Court erred "in considering the entire record" of the
jointly administered Chapter 11 cases in making its determination
is predicated on the exchange that occurred between Judge Lynn and
the Debtors' counsel at the conclusion of the only witness'
testimony at the hearing.  The record does not reflect that the
Bankruptcy Court considered from an evidentiary standpoint
anything other than the record directly related to the hearing.
The Bankruptcy Court was not asked to take judicial notice of any
specific pleadings or other papers.  Nor is there any indication
that Judge Lynn took into account any particular information to
which the MAGi Committee did not have an opportunity to respond.
The MAGi Committee did not put on any evidence or request a
continuance to enable it to prepare to present any evidence.  The
Bankruptcy Court's findings were stated into the record, and no
party objected on the ground that the Bankruptcy Court was taking
into account any matter that should not have been considered.

As reported in the Troubled Company Reporter on May 17, 2004,
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas extended the Debtors' exclusive period to file a plan
through December 31, 2004, and their exclusive period to solicit
plan acceptances until February 28, 2005.

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,
represents the Debtors in their restructuring efforts.  When the
Debtors 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. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MIRANT CORP: Court Expands Examiner's Scope of Responsibilities
---------------------------------------------------------------
As the behest of Mirant Corporation and its debtor-affiliates,
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas expands the definition of the duties and powers set forth
in the Order appointing William K. Snyder as Examiner in
Mirant's cases, to provide that:

(a) Prospective or Ongoing Transactions

    1. Mr. Snyder will review any prospective or on-going
       transaction or course of dealing between any Debtor and
       any of the Debtor's insider, which transaction or course
       of dealing the Debtor intends to take without (i) notice
       of hearing, and (ii) any opportunity for the Court to
       determine whether the transaction or course of dealing is
       fair and consistent with the best interests of creditors
       and the estate of each Debtor affected by the transaction
       or course of dealing;

    2. In analyzing any transaction or course of dealing, Mr.
       Snyder will not utilize his own professionals, unless
       authorized to do so by the Court, but rather will rely on
       business judgment.  Mr. Snyder will confer with the
       Debtors and the Debtors' counsel if he determines that a
       transaction or course of dealing is not fair to any Debtor
       or is not consistent with the best interests of the
       creditors and the estate of each of the Debtors affected
       by the transaction or course of dealing;

    3. Following his conference with the Debtors, Mr. Snyder will
       report to the Court, the United States Trustee, the
       Debtors and the entity at the request of which the
       transaction or course of dealing was reviewed.  Unless the
       Debtor intends to proceed with a transaction or course of
       dealing, which in Mr. Snyder's judgment is unfair to any
       Debtor or will prejudice the creditors or the estate of
       any Debtor, the report will be limited to the advice that
       the transaction or course of dealing has been analyzed and
       the applicable Debtor's or Debtors' conduct is and will be
       consistent with the fiduciary responsibility of a debtor-
       in-possession.  In all other instances, Mr. Snyder will
       report as he sees fit;

(b) Potential Causes of Action

    1. Mr. Snyder will undertake an investigation of any
       potential causes of action or basis for claim objection or
       claim subordination available to any Debtor against any
       past or present insider or any member of a Committee.  To
       the extent practicable and consistent with his judgment,
       Mr. Snyder will rely on work-product, reports, or other
       materials made available to him by the Debtors, any
       Committee, or any other party-in-interest.  If Mr. Snyder
       determines that another party-in-interest is investigating
       the cause of action, he may defer to the other party,
       provided the party agrees to report to Mr. Snyder
       regarding the results of the investigation;

    2. Mr. Snyder will report to the Court regarding the
       advisability of pursuing any potential cause of action
       which he investigates or which is investigated by another
       party-in-interest.  In formulating his report, Mr. Snyder
       will specifically address:

       -- the merits of the cause of action, including the
          probability of success;

       -- the cost of pursuing the causes of action;

       -- the effect of pursuing the cause of action on the
          timing of the Debtors' reorganization;

       -- the effect on the Debtors' business of pursuing the
          cause of action; and

       -- the potential effect on the return to creditors and
          interest holders of any of the Debtors; and

(c) Facilitation of Communications

    Mr. Snyder will mediate any dispute, which is interfering
    with communications or negotiations among the parties, or
    otherwise act to facilitate communications and negotiations
    among the parties.  In the event Mr. Snyder concludes that
    communications or negotiations are impracticable, Mr. Snyder
    will report to the Court regarding the matters under
    discussion or negotiation and the reasons why communication
    or negotiations are unable to progress.

Mr. Snyder will be deemed not to have waived or impaired any
privilege, which could otherwise be claimed by any entity that
cooperates with him.  Any communication to Mr. Snyder submitted as
privileged or confidential will not, absent waiver by the claiming
party or Court order, be discoverable from Mr. Snyder.  To the
extent Mr. Snyder must include confidential or privileged material
in any report he submits to the Court, his complete report will be
made only to the Court under seal, with a copy to the party
claiming privilege or confidentiality.  The report will be
redacted or otherwise protected before Mr. Snyder's transmission
of it to other parties.

Mr. Snyder may, with Court approval, retain counsel and other
professionals, like forensic accountants, appraisers or experts,
as he deems necessary.  Mr. Snyder may immediately retain and
utilize the services of Corporate Revitalization Partners, LLC,
and Gardere Wynne Sewell, LLP, to assist him in the performance of
his duties.  In that regard, Mr. Snyder will promptly file
appropriate applications for retention of Corporate Revitalization
effective as of the commencement of Mr. Snyder's appointment and
for employment of Gardere Wynne effective as of April 27, 2004.

Mr. Snyder will promptly report to the Court at any time that his
rolling quarterly average total billings -- including his and his
retained professionals' fees and Expenses -- are anticipated to
exceed $500,000.  The report will include a description of the
tasks Mr. Snyder must perform and a budget showing the estimated
cost of their performance.

All Protected Persons and any entity, which intends to seek any
compensation or reimbursement in the Debtors' Chapter 11 cases
will cooperate with Mr. Snyder.  Mr. Snyder will coordinate
investigative efforts of all relevant parties.  All relevant
entities and Mr. Snyder will endeavor to avoid any unnecessary
duplication of effort in the Debtors' Chapter 11 cases.  In
connection with any investigation, all relevant entities and Mr.
Snyder will make every effort to accommodate the Debtors'
operating needs and constraints.  Mr. Snyder will immediately
report to the Court any failure to comply with this matter.

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,
represents the Debtors in their restructuring efforts.  When the
Debtors 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)


MKP CBO: Moody's Pares Ratings on Classes B-1A & B-1L to B3
-----------------------------------------------------------
Moody's Investors Service lowered the ratings of four classes of
notes issued by MKP CBO I, Ltd.:

   (1) to Aa3 (from Aaa on review for downgrade), the $250,000,000
       Class A-1L Floating Rate Notes Due February 2036;

   (2) to Baa3 (from Aa3 on review for downgrade), the $25,000,000
       Class A-2L Floating Rate Notes Due February 2036;

   (3) to B3 (from Baa3 on review for downgrade), the $7,375,000
       Class B-1A 8.75% Notes Due February 2036; and

   (4) to B3 (from Baa3 on review for downgrade), the $7,000,000
       Class B-1L Floating Rate Notes due February 2036.

This transaction closed on February 8, 2001.  Moody's noted that
all four classes of notes would remain under review for downgrade.

According to Moody's, its rating action results from significant
deterioration in the weighted average rating factor of the
collateral pool and overcollateralization ratios.  Moody's noted
that, as of the most recent monthly report on the transaction, the
weighted average rating factor of the collateral pool is 1625
(425 limit) and that about 26% of the collateral pool currently
has a Moody's rating of below Baa3 (5% limit).  Moody's further
noted that despite the partial paydown of the Class A-1L Notes on
the September 8, 2004 Payment Date, the overcollateralization
tests are still in violation: the Class A Overcollateralization
Test is currently at 103.5% (106% covenant) and the Class B
Overcollateralization Test is at 97.6% (101% covenant).

Rating Action: Downgrade and Review for Downgrade

Issuer:            MKP CBO I, Ltd.

Class Description: the U.S. $250,000,000 Class A-1L Floating Rate
                   Notes Due February 2036

Prior Rating:      Aaa (under review for downgrade)

Current Rating:    Aa3 (under review for downgrade)

Class Description: the U.S. $25,000,000 Class A-2L Floating Rate
                   Notes Due February 2036

Prior Rating:      Aa3 (under review for downgrade)

Current Rating:    Baa3 (under review for downgrade)

Class Description: the U.S. $7,375,000 Class B-1A 8.75% Notes Due
                   February 2036

Prior Rating:      Baa3 (under review for downgrade)

Current Rating:    B3 (under review for downgrade)

Class Description: the U.S. $7,000,000 Class B-1L Floating Rate
                   Notes due February 2036

Prior Rating:      Baa3 (under review for downgrade)

Current Rating:    B3 (under review for downgrade)


MORGAN STANLEY: Fitch Affirms B Rating on $13.6 Mil. Class F Cert.
------------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1996-C1:

   -- $18.7 million class E to 'A' from 'BBB+'.

These classes are affirmed:

   -- $15.8 million class A 'AAA';
   -- Interest-only class X 'AAA';
   -- $20.4 million class B 'AAA';
   -- $18.7 million class C 'AAA';
   -- $17 million class D-1 'AAA';
   -- $5.1 million class D-2 'AAA';
   -- $13.6 million class F 'B'.

Fitch does not rate the $3.5 million class G certificates.

The upgrade reflects the increased credit enhancement levels
resulting from loan payoffs and amortization and due to the
reduced uncertainty related to the specially serviced loans.  The
transaction has paid down 15% since Fitch's June 23, 2004 review.
As of the November 2004 distribution date, the pool's certificate
balance has paid down 67% to $112.9 million from $340.5 million at
issuance.

The master servicer, GMAC Commercial Mortgage Corp., provided
year-end 2003 financials for 92% of the pool.  The YE 2003
weighted average debt service coverage ratio increased to 1.69
times (x) from 1.55x at issuance.

Currently two loans (4.4%) are in special servicing.  The larger
loan (3%) is secured by a multifamily property in Kokomo, Indiana.
The property is 70% occupied.  The loan is 90 days delinquent and
the special servicer is pursuing foreclosure; losses are likely.
The second loan (1.4%) is secured by a multifamily property
located in Oak Ridge, Tennessee.  The borrower has requested debt
relief but the loan is still current.


NEXSTAR BROADCASTING: Moody's Rates $235M Senior Secured Loan Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating for Nexstar
Broadcasting, Inc.'s $235 million senior secured term loan due
2010.  The transaction refinanced the existing senior secured term
loan and increased total availability by approximately
$40 million.  In addition, Moody's affirmed all existing ratings
for the company.

The affirmations of the ratings acknowledge Nexstar's modest
improvements in leverage and operating margins, subsequent to the
company's acquisition of Quorum, which is in line with Moody's
expectations.  The negative outlook reflects the risk of Nexstar's
still high debt capitalization, the potential for additional
acquisitions, and Moody's expectations of a less robust
advertising market in 2005.

Moody's took these ratings actions:

   * Nexstar Holdings, Inc.

     -- Affirmed the Caa1 rating for the 11.375% senior discount
        notes due 2013,

     -- Affirmed Nexstar Holdings' Caa1 issuer rating, and

     -- Affirmed the company's B1 senior implied rating.

   * Nexstar Broadcasting, Inc. (including Mission Broadcasting)

     -- Assigned a Ba3 rating for the $235 million senior secured
        term loans due 2010,

     -- Affirmed the Ba3 rating for the $80 million revolving
        credit facility,

     -- Affirmed the B3 rating for the $285 million of senior
        subordinated notes, and

     -- Withdrew the Ba3 rating for the existing $195 million
        senior secured term loan.

The rating outlook was revised to negative from stable.

The ratings remain constrained by Nexstar's acquisition strategy,
still high debt burden and thin interest coverage after capital
expenditures (1 times EBITDA for TTM ended 3Q'04 including non-
cash interest), and the potential for future capital expenditure
requirements given the company's limited approach to digital
upgrades.

The ratings also reflect the risk associated with the cyclicality
of the advertising market, and the expectation of additional
weakness related to the upcoming off year of political- and
Olympic-driven sales.  However, the ratings also reflect
management's demonstrated success in acquiring and integrating
under-performing stations.  EBITDA margins have improved from
around 27% at year-end 2003 to around 32% for the trailing twelve
months ended 3Q'04.  As a result, while leverage remains very
high, it has declined to 8.2x holding company debt-to-EBITDA
(7.0x at the operating company) from the 10.3x debt-to-EBITDA
(8.9x at the operating company) level at year-end 2003.  Moody's
notes that approximately 40% of Nexstar's station portfolio was
acquired in December 2003 with the Quorum acquisition, and this
provides Nexstar an opportunity for further margin improvement.

The ratings are also supported by:

   (1) Nexstar's position in the small- and medium-sized
       television markets,

   (2) limited competition within these markets,

   (3) a greater proportion of more resilient local advertising
       revenues (about 68% of revenues),

   (4) leading local news programming (accounting for over 30% of
       advertising revenues),

   (5) diversity of network affiliates, and

   (6) geography.

The ratings also benefit from Nexstar's duopolies in 13 of its
27 markets and its local service agreement with Mission
Broadcasting that expands programming coverage.  Moody's also
believes that the assets provide reasonable coverage of the
company's total outstanding debt.

The negative outlook incorporates the company's weak credit
metrics going into a challenging advertising environment.  In
order to maintain its ratings and return to a stable outlook,
Moody's would expect leverage to decline to inside 7 times holding
company debt-to-EBITDA over the next 12-to-24 months.  Absent this
decline in leverage, the ratings may be lowered.  Moody's does not
believe the company has the ability to significantly reduce its
debt load through free cash flow generation in the near-to-medium
term and, therefore, does not expect the ratings to improve over
this time frame.  The rating outlook could return to stable sooner
if key credit and operating metrics improve more quickly and can
offset Moody's concerns regarding the company's acquisitive
nature, potential for increasing capex requirements, and weaker
revenue prospects in 2005.

The Ba3 ratings on the $315 million in senior secured credit
facilities are notched up from the B1 senior implied rating
reflecting their senior position within the capital structure and
the benefits of the collateral package and debt protection
measures within the credit agreement.  The notching up also
considers the company's meaningful amount of "junior capital."
The facilities are secured by the stock and assets of its
subsidiaries, and further benefit from upstream guarantees from
all subsidiaries.  The B3 senior subordinated notes rating
reflects their contractual subordination to the bank borrowings,
as well as the benefit of subsidiary and parent guarantees.  The
Caa1 rating for Nexstar Holdings' senior discount notes is based
on the structural subordination of the notes to all of the
company's existing debt and other subsidiary obligations.

Nexstar Broadcasting, based in Irving, Texas, owns and operates
and provides services to 46 television stations in 27 markets and
reaches approximately 7.4% of the U.S. television households.


NORTHWESTERN: Restructuring Costs Will Affect Operations
--------------------------------------------------------
In its Form 10-Q filing with the Securities and Exchange
Commission dated November 8, 2004, Northwestern Corporation said
that despite the fact that it successfully consummated its plan of
reorganization and executed its exit financing on Nov. 1, 2004,
its Chapter 11 proceedings have negatively impacted the Company
and its future prospects are uncertain.  The uncertainty regarding
its future prospects may hinder Northwestern's ongoing business
activities and ability to operate, fund and execute its business
plan by:

     (i) impairing relations with existing and potential
         customers;

    (ii) negatively impacting its ability to attract, retain and
         compensate key executives and associates and to retain
         employees generally;

   (iii) limiting its ability to obtain trade credit; and

    (iv) impairing present and future relationships with vendors
         and service providers.

The Company has incurred, and expects to continue to incur,
significant costs associated with the Chapter 11 proceedings,
which may adversely affect its results of operations and cash
flows.  The amount of these costs, which are being expensed as
incurred, are expected to have a significant adverse effect on the
Company's results of operations and cash flows.  Although its plan
of reorganization has been successfully consummated and it has
emerged from bankruptcy, management expects to continue to incur
significant costs in connection with the consummation of the plan
of reorganization.  These expenses are also expected to have an
adverse effect on Company results of operations and cash flows.

Northwestern will be subject to claims made after the date that it
filed for bankruptcy and other claims that were not discharged in
the bankruptcy proceeding, which could have a material adverse
effect on its results of operations and profitability.

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


NYFB PARTNERS INC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NYFB Partners, Inc.
        601 Ashley Drive, Suite 1200
        Tampa, Florida 33602

Bankruptcy Case No.: 04-22263

Chapter 11 Petition Date: November 16, 2004

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Richard J. McIntyre, Esq.
                  Trenam, Kemker, Scharf
                  101 East Kennedy Boulevard, #2700
                  Tampa, FL 33602
                  Tel: 813-223-7474

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dennis Allen Trust                       $1,188,833

Chesapeake Atlantic Holdings               $110,187
601 North Ashley Drive, Suite 1200
Tampa, GL 33602

Chesapeake Atlantic Holdings                $80,732
601 North Ashley Drive, Suite 1200
Tampa, GL 33602

George F. Young                             $25,000

Universal Solutions                         $20,000

Hillsborough County                         $16,667

Gregory Hughes                              $12,240

Eagle Roofing                                $9,000

Gary Krielow                                 $9,000


OCEANVIEW CBO: S&P's Junks Class C Notes
----------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1B, combination securities (class A-1C notes together with
the preference shares), A-2, B-F, B-V, and C notes issued by
Oceanview CBO I Ltd., a CDO backed primarily by investment-grade
ABS and other structured securities.

Concurrently, the ratings on the class A-1B and combination
securities are removed from CreditWatch with negative
implications, where they were placed November 8, 2004.  However,
the ratings on the class B-F, B-V, and C notes remain on
CreditWatch with negative implications.  The rating assigned to
the class A-1A notes is affirmed, based on a financial guarantee
insurance policy issued by MBIA Insurance Corp. ('AAA').
Deerfield Capital Management LLC manages the transaction.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction was originated in June 2002.  These factors include a
reduction in the level of overcollateralization available to
support the notes and a negative migration in the overall credit
quality of the assets within the collateral pool.

Standard & Poor's noted that Oceanview CBO I Ltd. is currently
holding $61.7 million in principal cash; the CreditWatch
placements remaining on the B-F, B-V, and C note ratings will be
resolved in January or February 2005 following a review of the
potentially mitigating effects of the collateral manager's
reinvestment of the principal cash available.

Standard & Poor's also noted that an amendment to the transaction
is currently in the final stage of consideration to revise the
trading guidelines in the indenture; the current rating actions
are unrelated to these proposed amendments.

      Ratings Lowered and Removed from CreditWatch Negative

                     Oceanview CBO I Limited

                                   Rating
                                   ------
                   Class        To        From
                   -----        --        ----
                   A-1B         AA+       AAA/Watch Neg
                   Comb. sec.   AA+       AAA/Watch Neg
                   A-2          A+        AA/Watch Neg


       Ratings Lowered and Remain on CreditWatch Negative

                     Oceanview CBO I Limited

                                Rating
                                ------
                  Class   To               From
                  -----   --               ----
                  B-F     BB-/Watch  Neg   BBB/Watch Neg
                  B-V     BB-/Watch  Neg   BBB/Watch Neg
                  C       CCC+/Watch Neg   BB/Watch Neg

                         Rating Affirmed

                     Oceanview CBO I Limited

                         Class   Rating
                         -----   ------
                         A-1A     AAA

Transaction Information

Issuer:              Oceanview CBO I Ltd.
Co-issuer:           Oceanview CBO I Inc.
Current manager:     Deerfield Capital Management LLC
Underwriter:         UBS Securities LLC
Trustee:             Deutsche Bank Trust Co.
Transaction type:    CBO of ABS

           Tranche                  Initial    Current
           Information              Report     Action
           -----------              -------    -------
           Date (MM/YYYY)           11/2002    11/2004
           Cl. A-1A note rtg.       AAA        AAA
           Cl. A-1A note bal.       $262.50mm  $262.50mm
           Cl. A-1B note rtg.       AAA        AA+
           Cl. A-1B note bal.       $70.00mm   $70.00mm
           Comb. sec.* rtg.         AAAr       AA+
           Comb. sec.* note bal.    $12.50mm   $12.50mm
           Cl. A-1 O/C ratio        115.94%    111.72%
           Cl. A-1 O/C ratio min.   108.00%    108.00%
           Cl. A-2 note rtg.        AA         A+
           Cl. A-2 note bal.        $28.00mm   $28.00mm
           Cl. A-2 O/C ratio        107.23%    103.33%
           Cl. A-2 O/C ratio min.   101.50%    101.50%
           Cl. B-F note rtg.        BBB        BB-/Watch Neg
           Cl. B-F note bal.        $10.00mm   $10.00mm
           Cl. B-V note rtg.        BBB        BB-/Watch Neg
           Cl. B-V note bal.        $5.00mm    $5.00mm
           Cl. B O/C ratio          103.09%    99.34%
           Cl. B O/C ratio min.     100.50%    100.50%
           Cl. C note rtg.          BB         CCC+/Watch Neg
           Cl. C note bal.          $2.80mm    $2.524mm

* The class A-1C notes shall, together with the preference shares,
comprise the combination securities; Standard & Poor's rated only
the principal amount on the class A-1C note component.

       Portfolio Benchmarks                        Current
       --------------------                        -------
       S&P wtd. avg. rtg. (excl. defaulted)        BBB
       S&P default measure (excl. defaulted)       0.67%
       S&P variability measure (excl. defaulted)   1.09%
       S&P correlation measure (excl. defaulted)   1.59
       Wtd. avg. coupon (excl. defaulted)          7.17%
       Wtd. avg. spread (excl. defaulted)          2.19%
       Oblig. rtd. 'BBB-' and above                86.65%
       Oblig. rtd. 'BB-' and above                 89.53%
       Oblig. rtd. 'B-' and above                  95.58%
       Oblig. rtd. in 'CCC' range                  4.18%
       Oblig. rtd. 'CC', 'SD', or 'D'              0.24%
       Obligors on Watch Neg (excl. defaulted)     2.24%

       S&P Rated    Previous                Current
       OC (ROC)     Rating Action           Rating Action
       ---------    -------------           -------------
       Cl A-1A      N/A* ('AAA'-insured)    N/A
       Cl A-1B      97.60% (AAA/Watch Neg)  99.44%(AA+)
       Comb. sec.   97.60% (AAA/Watch Neg)  99.44%(AA+)
       Cl A-2       97.31% (AA/Watch Neg)   98.82%(A+)
       Cl B-F       96.09% (BBB/Watch Neg)  98.28%(BB-/Watch Neg)
       Cl B-V       96.09% (BBB/Watch Neg)  98.28%(BB-/Watch Neg)
       Cl C         96.35% (BB/Watch Neg)   97.92%(CCC+/Watch Neg)

* Not applicable.  Overcollateralization is not published for
insured tranches because the insurance policy, rather than the
tranche credit support, determines the public rating.

For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization Statistic, please see "ROC Report
November 2004," published on RatingsDirect, Standard & Poor's Web-
based credit analysis system, and on the Standard & Poor's Web
site at http://www.standardandpoors.com/ Go to "Credit Ratings,"
under "Browse by Business Line" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired articles.


ORMET CORP: Unions Form Unity Council to Promote Restructuring
--------------------------------------------------------------
Unions representing workers at Ormet Corp. facilities in Ohio,
West Virginia and Louisiana have established a Unity Council to
promote a restructuring that "secures a viable, long-term future
for the Company, its employees, retirees, suppliers and the
communities in which is operates," on November 17.

In a joint resolution approved by:

   -- United Steelworkers of America (USWA) Locals 5724, 5760,
      5760-01, 14465-01,

   -- International Union of Operating Engineers (IUOE) Local 406,
      and

   -- International Longshoreman's Association (ILA) Local 3033,

the three unions said they "will each do everything in our power
to ensure that [Ormet] is reorganized in a way that respects our
members and retirees and creates a Company that honors its
commitments."

The USWA, IUOE and ILA represent unionized employees of Ormet at
the company's:

   -- Hannibal Reduction Division and Hannibal Rolling Mill
      Division in Hannibal, Ohio;

   -- Bens Run Recycling Facility in Friendly, West Virginia;

   -- Burnside, Louisiana, Terminal; and

   -- Burnside, Louisiana, Refinery.

"The Company has shown no interest in working with its workers and
their Unions and has instead chosen the path of confrontation with
each of our organizations," the unions said in their joint
resolution, which detailed company actions at each of the
facilities:

   -- "The Bankruptcy Court has rejected the Steelworkers' labor
      agreements at the Reduction and Rolling Mills despite
      Ormet's unconscionable, bad faith delays in providing the
      necessary information needed to evaluate the Company's
      proposals and despite the Steelworkers having put forth a
      reasonable proposal which could provide the Company with a
      long-term future;

   -- "The Operating Engineers have been faced with similar
      delaying tactics by ORMET in providing information, had
      reasonable proposals refused by ORMET and had a contract
      implemented despite ORMET's bargaining in bad faith;

   -- "The Longshoremen at ORMET's Terminal and Steelworker
      members at the Burnside Refinery and Bens Run are facing
      requests for further concessions that only serve to degrade
      the living conditions of active and retired ORMET
      employees."

The unions "pledged to work together and to fully support each
other in every way possible," the resolution concluded, adding
that "We will each do everything in our power to ensure that the
Company is reorganized in a way that respects our members and
retirees and creates a Company that honors its commitments."

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.


OSE USA: Sept. 26 Stockholders' Deficit Widens to $46.2 Million
---------------------------------------------------------------
OSE USA, Inc., (OTCBB:OSEE) reported its results for the third
quarter ended September 26, 2004.

Revenues for the three and nine-month periods ended September 26,
2004, from continuing operations were $1,240,000 and $3,470,000,
respectively, compared with revenues of $828,000 and $2,380,000
for the same periods one year ago.  The Company reported a net
loss applicable to common stockholders of $92,000 for the third
quarter of 2004, compared with a net loss applicable to common
stockholders of $1,006,000 for the same quarter of 2003. For the
first nine months of 2004, the Company reported a net loss
applicable to common stockholders of $1,032,000, compared with a
net loss applicable to common stockholders of $7,089,000 for the
same period of 2003.

At September 26, 2004, OSE USA's balance sheet showed a
$46,243,000 stockholders' deficit, compared to a $45,211,000
deficit at December 31, 2003.

Founded in 1992, OSE USA, Inc., has been the nation's leading
onshore advanced technology IC packaging foundry.  In May 1999
Orient Semiconductor Electronics Limited -- OSE, one of Taiwan's
top IC assembly and packaging services companies, acquired a
controlling interest in IPAC, boosting its US expansion efforts.

After the closure of its US manufacturing operations, the Company
has focused on servicing its customers through its offshore
manufacturing affiliates.  OSE USA's customers include IC design
houses, OEMs, and manufacturers.


PARK-OHIO INDUSTRIES: S&P Junks Proposed $200M Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
subordinated debt rating to Cleveland, Ohio-based Park-Ohio
Industries Inc.'s proposed issuance of $200 million of senior
subordinated notes due 2014.  At the same time, Standard & Poor's
revised its outlook on Park-Ohio to positive from stable and
affirmed its 'B' corporate credit rating on the company.

"The outlook change reflects Park-Ohio's improving operational
performance due to recovering industry fundamentals that are
producing stronger earnings and funds from operations," said
Standard & Poor's credit analyst Nancy Messer.

"As economic strength in Park-Ohio's end-markets continues,
earnings and cash generation should improve to levels consistent
with the rating into 2005.  Over the next two years, ratings could
be raised if Park-Ohio can achieve and sustain adjusted total debt
to EBITDA measures of less than 5x," Ms. Messer added.

Revenues and EBITDA in 2004 have increased year-over-year because
of expanding markets combined with the benefits of the company's
restructuring efforts.  In addition, the company will improve its
financial flexibility with the proposed debt issuance, as proceeds
from the offering, in combination with borrowings under the
company's revolving credit facility, will be used to repurchase
the existing 9.25% senior subordinated notes due 2007.

Park-Ohio, a wholly owned subsidiary of unrated Park-Ohio Holdings
Corporation, operates logistics and manufacturing businesses
serving a variety of markets, including transportation,
semiconductor, industrial equipment, agricultural equipment,
construction equipment, and aerospace.


PENN OCTANE: Latest Form 10-K Report Includes Going Concern Doubt
-----------------------------------------------------------------
Penn Octane Corporation (NASDAQ: POCC), reported that, pursuant to
rules of the Nasdaq Stock Market that became effective in 2004,
that it received a going concern qualification in the audit
opinion which was included in its recently filed Form 10-K with
the Securities and Exchange Commission.

The qualification states that "conditions exist which raise
substantial doubt about the Company's ability to continue as a
going concern."  Factors contributing to the inclusion of the
qualification include:

   -- reduced sales volume to Penn Octane's primary customer,
      which may result in insufficient cash flow to pay
      obligations when due;

   -- the pledge of substantially all assets as collateral on
      existing debt, which may render the Company unable to obtain
      additional financing collateralized by those assets; and

   -- the fact that Penn Octane's existing credit facility may be
      insufficient to finance its business.

Each audit opinion received by Penn Octane since inception has
contained a going concern qualification.  For further information,
please refer to Penn Octane's Form 10-K filed with the SEC on
November 10, 2004 (SEC file number 000-24394).

                        About the Company

Penn Octane historically has been a leading supplier of Liquefied
Petroleum Gas to Northeastern Mexico until the recent transfer of
its owned pipeline and terminal assets to Rio Vista Energy
Partners L.P. (Rio Vista).  Penn Octane continues to lease a
132-mile, six-inch pipeline, which connects from a pipeline in
Kleberg County, Texas, to the terminal facility in Brownsville,
Texas.  The Brownsville terminal facility was transferred to Rio
Vista in September 2004.  Penn Octane supplies to Rio Vista all
LPG, which Rio Vista supplies to Northeastern Mexico. Penn Octane
also utilizes a 12-inch propane pipeline, which connects certain
gas plants in Corpus Christi, Texas, to its pipeline in Kleberg
County.  The Company's network is further enhanced by the 155
miles of pipeline it has rights to use to transport LPG to and
from its storage facility of 500,000 barrels in Markham, Texas,
that enhances the company's ability to deliver LPG to Rio Vista
for potential further distribution to Northeastern Mexico.  The
Company has recently begun operations of its gasoline and diesel
fuel reseller business.  By having the ability to access portions
of certain pipeline and terminal space located in California,
Arizona, Nevada and Texas, the Company is able to sell gasoline
and diesel fuel at rack loading terminals and through bulk and
transactional exchanges.


PHOENIX VILLAGE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Phoenix Village Mall Limited Partnership
        127 Phoenix Village
        Fort Smith, Arkansas 72901

Bankruptcy Case No.: 04-77548

Type of Business: The Debtor owns a mall and leases mall space to
                  merchants.

Chapter 11 Petition Date: November 16, 2004

Court: Western District of Arkansas (Fort Smith)

Judge: Richard D. Taylor

Debtor's Counsel: James F. Dowden, Esq.
                  James F. Dowden, P.A.
                  212 Center St., 10th Floor
                  Little Rock, AR 72201
                  Tel: 501-324-4700
                  Fax: 501-374-5463

Total Assets: $7,017,350

Total Debts:  $5,345,187

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Tax Collector                               $91,120
Sebastian County
P.O. Box 427
Fort Smith, AR 72902

Luckinbill, Inc.                            $15,185
P.O. Box 186
Enid, OK 73702

American Express                            $11,616
P.O. Box 360002
Fort Lauderdale, FL 33326

Bank One Cardmember Services                $10,588

Hawkins Co.                                  $6,280


RCN CORPORATION: Gets Court Nod to Tap Dechert as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave RCN Corporation and its debtor-affiliates permission to
employ Dechert LLP as special conflicts counsel, nunc pro tunc to
September 14, 2004.

Dechert LLP is a full-service law firm with broad experience and
expertise in the fields of intellectual property, bankruptcy,
corporate reorganization, debtors' and creditors' rights, as well
as in many other areas of practice.

According to Deborah M. Royster, RCN Corporation Senior Vice
President, General Counsel and Corporate Secretary, Dechert has
represented the Debtors since:

   -- 1999, in connection with certain patent infringement claims
      and related issues; and

   -- 1997, in general intellectual property, labor, and
      immigration matters.

Dechert will provide legal representation on matters that the
Debtors' primary bankruptcy counsel, Skadden Arps Slate Meagher &
Flom, LLP, cannot provide due to a conflict, adverse interest, or
other connection, including:

   (a) the resolution of patent infringement claims asserted
       against the Debtors; and

   (b) any other matters specifically requested by the Debtors
       and agreed to by Dechert, to the extent Dechert does not
       represent or hold any interest adverse to the Debtors or
       their estates with respect to the specified matter.

The Debtors believe that Dechert is well qualified to provide the
services, especially since it has significant familiarity with
the Claims.

In exchange for its services, Dechert will be paid based on its
customary hourly rates:

              Attorneys                  $230 - 650
              Non-lawyer personnel        135 - 195

Dechert may perform services on behalf of both the Debtors and
their Non-Debtor Affiliates.  Services performed exclusively for
any of the Non-Debtor Affiliates will be billed directly to the
Non-Debtor Affiliates and not to the Debtors' estates.  To the
extent Dechert performs services on behalf of both the Debtors
and the Non-Debtor Affiliates, the Firm will allocate a
proportional amount of its fees and expenses for the services to
the Non-Debtor entities, and it will only seek payment from the
Debtors' estates of that portion allocated to the Debtors.

Within a year before the Debtors' bankruptcy filing, Dechert was
paid $152,000 for services rendered to the Debtors and to the Non-
Debtor Affiliates, subject to continuing reconciliation.  As of
May 27, 2004, the Debtors and their Non-Debtor Affiliates owed
Dechert $34,000 for legal services previously rendered.  Dechert
has received payments from certain Non-Debtor Affiliates in full
satisfaction of these obligations and in partial satisfaction of
certain postpetition obligations.  Debtor RCN Corp. currently
owes Dechert $2,000 for postpetition services rendered, subject
to continuing reconciliation.

Martin J. Black, a partner at Dechert, assures Judge Drain that
the Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  Dechert does not hold
any interest adverse to the Debtors' estate.

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)


ROYAL & SUNALLIANCE: Fitch Rates GBP450 Million Sub. Debt BB
------------------------------------------------------------
Fitch Ratings changed Royal and SunAlliance Insurance PLC's --
RSAIP -- rating Outlook to Stable from Negative.  At the same
time, its ratings are affirmed at Insurer Financial Strength 'BBB'
and Long-term 'BB+'.

In addition, Fitch has assigned Royal and SunAlliance Insurance
Group -- RSAIG -- a Long-term 'BB-' rating and its GBP450 million
8.5% perpetual subordinated debt a 'BB' rating.  The rating on
RSAIG's remaining subordinated debt is affirmed at 'BB'.  The
rating on the GBP450m subordinated debt, in common with RSAIG's
other rated issues, is based principally on a limited and
subordinated guarantee provided by RSAIP.  The Outlook on RSAIG is
Stable.

The rating and new Outlook of RSAIP reflect the progress made by
the company in reducing the business risks, enhancing the capital
base and improving its performance.  Against these aspects are
continued risks associated with the run-off of operations
including litigation and reserving risks, restricted fungibility
of capital between the UK and US operations, and some remaining
execution risk to its strategy.  Fitch expects to see further
progress in the company's delivery of its announced operational
improvement plans.

Fitch noted in November 2003 that further progress in
restructuring was required by RSAIP to maintain its current
rating.  The agency believes that progress has been made in
reducing the risks associated with R&SA's -- RSAIP and RSAIG --
operations, for instance through the UK Life business sale, the
subordinated debt restructuring and the sale of Codan Life.  These
actions have served to enhance the capital base and also to reduce
the regulatory uncertainty pertaining to the group's capital
position.  Despite the reduction in these risks, Fitch believes
that R&SA retains significant reserving risk (especially in
relation to the US, asbestos and structured products) in addition
to litigation risk (e.g. through US student loans) and risks
relating to the run-off of its US business lines.

Fitch notes R&SA's indication that some potential has been
identified in the third quarter for further prior year adverse
claims development.  R&SA expects to continue to assess this
potential during the fourth quarter.  Fitch expects that any
fourth quarter reserve strengthening is likely to be below GBP200m
and this deterioration is within the bounds already factored into
the current rating.  Fitch also considered the potential for
adverse litigation decisions.  It believes that the balance sheet
impact from an adverse legal finding (e.g. in relation to student
loans), even if combined with the expected fourth quarter reserve
strengthening, would be unlikely to be material enough in itself
to warrant a downgrade of R&SA's ratings.  In addition, Fitch
notes that R&SA would be likely to appeal an adverse litigation
decision to a higher court, giving the group time to implement
contingency measures and extending the time period to resolution.

Fitch will be looking for R&SA to continue to demonstrate tangible
performance enhancement from the operational improvement programme
and to continue to reduce the risks associated with its business.

These ratings were initiated by Fitch in response to investor
demand.  These ratings are based primarily on public information.


ROYAL & SUNALLIANCE: Moody's Withdraws Non-Pooled Units' Ratings
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 insurance
financial strength ratings of Royal & SunAlliance USA's non-pooled
insurance operating companies.  Moody's has withdrawn these
ratings for business reasons.  Refer to Moody's Withdrawal Policy
on http://moodys.com/

These ratings have been withdrawn:

   * Peak Property and Casualty Insurance Corporation -- insurance
     financial strength at Ba3;

   * Guaranty National Insurance Company of Connecticut --
     insurance financial strength at Ba3;

   * Atlantic Security Insurance Company -- insurance financial
     strength at Ba3;

   * Atlantic Indemnity Company - insurance financial strength at
     Ba3;

   * Unisun Insurance Company -- insurance financial strength at
     Ba3; and

   * Orion Insurance Company - insurance financial strength at
     Ba3.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SAFETY-KLEEN: 206 Avoidance Actions Transferred to Judge Lindsey
----------------------------------------------------------------
Judge Wizmur transferred to Judge Paul B. Lindsey 206 adversary
proceedings initiated by Safety-Kleen Services, Inc., against
various creditors.  The transferred Avoidance Actions include
those filed by the Safety-Kleen Corporation, its debtor-affiliates
and the Safety-Kleen Creditor Trustee against:

   * Schneider National Bulk Carriers, Inc.,
   * MP Environmental Services, Inc.,
   * Energy USA-TPC Corp., et al.,
   * Delta Airlines, Inc.,
   * Dewco Milwaukee Sales, et al.
   * Onsite Companies, et al.
   * Sunoco, Inc.
   * Intercont Products Division,
   * Allied Waste Industries, Inc.,
   * T & T Graphics, Inc.,
   * Technology Solutions Co., Inc.,
   * Von Roll America, Inc.,
   * Skowf, Inc.,
   * Lobo Container, Inc.,
   * Dart Trucking Company, Inc.,
   * ISG Resources, Inc.,
   * ExxonMobil Chemical Company,
   * Ikon Office Solutions, Inc.,
   * Carl Bolander & Sons Co.,
   * Petersen, Inc.,
   * X-Rite, Inc.,
   * EDP Contract Services et al.,
   * Dowling & Pope Advertising, Inc.,
   * PricewaterhouseCoopers, et al.,
   * GSC Advertising, Inc.,
   * Ondeo Nalco Company,
   * Paint Brush Corporation, and
   * Turner Gas Company, Inc.

A complete list of the Adversary Proceedings transferred to Judge
Lindsey is available for free at:


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

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 83; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SCHUFF INTL: Deregisters Stock & Suspends Reporting Obligations
---------------------------------------------------------------
Schuff International, Inc., (AMEX:SHF) filed a Form 15 with the
Securities and Exchange Commission to deregister its common stock
and suspend its reporting obligations under the Securities
Exchange Act of 1934.  The company is eligible to deregister
pursuant to Securities Exchange Act of 1934 Rule 12g-4(a)(1)(i)
because it has fewer than 300 shareholders of record.  The
company's board of directors believes that the anticipated
reduction in administrative costs and other savings associated
with deregistration are in the best interests of the company.

The company's board of directors determined, after careful
consideration, that deregistering is in the overall best interests
of the company's stockholders.  Several factors were considered by
the board in making this decision, including, but not limited to:

   -- The substantial reduction or elimination of significant
      legal, accounting, and printing costs associated with the
      preparation and filing of the company's periodic reports and
      other filings with the SEC;

   -- The elimination of substantial increases in legal, audit and
      other costs associated with being a public company in light
      of new regulations promulgated as a result of the Sarbanes-
      Oxley Act of 2002 and the SEC rules thereunder;

   -- The concentration of stock ownership in relatively few
      holders of the company's common stock; and

   -- The anticipated decrease in the liquidity of the company's
      common stock.

As of Nov. 16, 2004, the company's obligation to file reports
under the Securities Exchange Act, including Forms 10-K, 10-Q and
8-K, will be suspended.  The deregistration will not become
effective, however, until the SEC terminates the registration,
which the company expects to occur within 90 days.  Note that, at
any time prior to certification of deregistration by the SEC, the
company reserves the right to voluntarily withdraw the Form 15.

Despite the suspension of its obligation to file periodic
financial reports, the company will continue to file periodic
reports with the SEC on a voluntary basis as provided in the
Indenture between the company and Bank of New York, as trustee for
the holders of the company's 10-1/2% senior notes due 2008, of
which approximately $85 million in principal amount remains
outstanding.  The company will continue to file periodic reports
with the SEC until the notes are paid in full or the provision
requiring filing of periodic reports is amended or waived.

The company also has notified the American Stock Exchange that it
plans to voluntarily delist from AMEX in conjunction with its Form
15 deregistration application.  Following the delisting, the
company anticipates that its shares will be traded in the over the
counter market, but can make no assurances that any broker will
make a market in the company's common stock.

                        About the Company

Schuff International Inc. -- http://www.schuff.com/-- is a family
of steel fabrication and erection companies providing a fully
integrated range of steel construction services, including design
engineering, detailing, joist manufacturing, fabrication and
erection, and project management expertise.  The company has
multi-state operations primarily focused in the U.S. Sunbelt.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Schuff International, Inc.,
to 'CCC' from 'B-'.  The outlook is negative.


SCIENTIFIC LEARNING: Gets Nasdaq Delisting Notice Over Late Filing
------------------------------------------------------------------
Scientific Learning (NASDAQ: SCIL) received a Staff Determination
notice from the Nasdaq Stock Market on November 16, 2004, stating
that the Company is not in compliance with Nasdaq's Marketplace
Rule 4310(c)(14) because the Company has not yet filed its Report
on Form 10-Q for its quarter ended September 30, 2004.  Therefore,
the Company's securities are subject to delisting.  However, the
Company intends to request a hearing to review this determination,
and the Company's stock will continue to be listed on the Nasdaq
National Market pending the outcome of the hearing.  Beginning at
the opening of business on November 18, 2004, the trading symbol
for the Company's securities will be changed from SCIL to SCILE.

The delay in filing the Form 10-Q results from the previously
announced reconsideration of the length of the Company's revenue
recognition period.  In October, the Company announced that,
together with its outside auditors, it was reconsidering its
revenue recognition period.  As announced then, the result of this
reconsideration may be that the Company will recognize revenue
ratably over the full term of on line Progress Tracker access
included in a customer's contract.  For multi-year contracts,
which are relatively few in number but large in size, the revenue
recognition period could be up to five years.  For its more common
transactions, which have a one-year access period, the shift in
revenue recognition timing would be within that one-year period.

The issues under discussion do not include any questions about
cash flow or about whether these sales can be recorded as revenue.
There have been no suggestions of improprieties or misconduct.  As
announced in October, at September 30, 2004, the Company had
$10.3 million in cash and cash equivalents and no debt.

The issues are technical accounting issues and have required
lengthy discussions with many experts at the Company's auditing
firm. The Company and its auditors have not yet completely
resolved the issues.  "We are devoting all appropriate resources
to resolving these issues quickly.  We are determined to complete
our work, announce our results, and bring our filings up to date
as soon as possible," said Robert C. Bowen, Chairman and Chief
Executive Officer.

As permitted by Nasdaq, the Company intends to request a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination.  Requesting a hearing will stay the delisting until
the hearing panel has rendered a decision.  There can be no
assurance that the hearing panel will grant the Company's request
for continued listing.

                        About the Company

Scientific Learning produces the patented Fast ForWord(R) family
of products, a series of computer-delivered reading intervention
products that complement reading instruction.  Based on more than
30 years of neuroscience and cognitive research, Fast ForWord
products help children, adolescents, and adults build the
cognitive skills critical for improving reading and language
skills.  For more information about Scientific Learning and its
products, visit its Web sites at http://www.brainconnection.com/
and http://www.scientificlearning.com/or call toll-free
888-452-7323.

At June 30, 2004, Scientific Learning's balance sheet showed a
$5,510,000 stockholders' deficit, compared to a $6,566,000 deficit
at December 31, 2003.


SEARS ROEBUCK: S&P May Downgrade Ratings After Kmart Merger
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Sears,
Roebuck and Company, including the 'BBB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed October 21, 2004.  This CreditWatch update
follows the announcement that Sears has agreed to merge with
unrated Kmart Holding Corporation in a transaction valued at over
$11 billion.

It is likely that ratings for Sears and the new holding company
parent, Sears Holdings Corporation, will be in the 'BB' category
upon completion of the merger, which is scheduled for the end of
March 2005.

The combined company will include the approximate 870 Sears
full-line stores, 1,500 Kmart discount stores, and about 1,100
Sears specialty stores.  With combined revenue of about $55
billion, Sears Holdings will be the third-largest retailer in the
U.S., behind Wal-Mart Stores Inc. and Home Depot Inc.

Despite the company's much greater size, and synergies that are
estimated by management of about $500 million per year after the
third year, both companies lag their peers in terms of store
productivity and profitability.

Sears continues to be challenged by competitors such as J.C.
Penney Company Inc. and Kohl's Corporation, while Kmart faces
Wal-Mart in numerous markets.

To be successful, Standard & Poor's believes that management will
need to make the Sears and Kmart stores more relevant to consumers
in terms of convenience, merchandising, and value.  Although we
see the merger as an opportunity for Sears to accelerate its off-
the-mall strategy by converting existing Kmart stores into Sears
Grand stores, this strategy is still in its infancy and has yet to
demonstrate success.

While Kmart has greatly improved its profitability by reducing
both costs and promotional sales, sales continue to decline.
Selling some Sears proprietary brands may help differentiate the
company's offerings, but it will still face substantial challenges
competing with Wal-Mart and Target Corporation.

Business risk for the combined entity will limit consideration for
an investment-grade rating.  Financing for the acquisition is
expected to utilize existing cash at both companies.  Sears
Holdings should be able to utilize asset sales, tax benefits, and
a lower or eliminated dividend to enhance cash flow, which will
help offset restructuring costs.

Standard & Poor's will monitor developments, and meet with
management to discuss the company's future financial and business
policies prior to resolving the CreditWatch listing.


SMITHFIELD FOODS: Moody's Puts Ba2 Rating to $200 Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Smithfield
Foods Inc.'s $200 million add-on to its 7% senior unsecured notes,
due 2011.  Moody's also affirmed Smithfield's Ba1 senior implied,
Ba2 senior unsecured, and Ba3 subordinated note ratings, as well
as its SGL-2 speculative grade liquidity rating.  The ratings
outlook remains stable.

The add-on to the senior unsecured notes were sold at a premium,
and proceeds will repay revolver outstandings and create
additional liquidity that would be available for general corporate
purposes, including acquisitions and investments.  Smithfield's
ratings reflect its leading market position in hog production and
pork processing, and the diversity gained from its beef, turkey
and international operations, but are limited by the company's
exposure to cyclical commodity markets and its high debt levels.

The stable ratings outlook has been based on Moody's expectation
that Smithfield will take advantage of currently strong cash flow
from improved hog markets to build sufficient financial
flexibility ahead of the next market down-cycle so that leverage
does not increase beyond 5x EBITDA in future down-cycles.  The
outlook remains stable, although continued acquisitions without
equity funding would pressure the outlook and rating.

Smithfield's ratings are:

   * $200 million 7.0% senior unsecured notes, due 2011 -- Ba2
     assigned,

   * $400 million 7.0% senior unsecured notes, due 2011 - Ba2,

   * $300 million 8.0% senior unsecured notes, due 2009 -- Ba2,

   * $350 million 7.75% senior unsecured notes, due 2013 -- Ba2,

   * $200 million 7.625% senior subordinated notes, due 2008 --
     Ba3,

   * Senior implied rating -- Ba1,

   * Unsecured issuer rating -- Ba2,

   * Speculative grade liquidity rating -- SGL-2.

Moody's does not rate Smithfield's $900 million revolving credit
facility, $345 million of privately placed secured notes, or
approximately $285 million of other debt and capital leases,
mostly secured and at subsidiaries.

Smithfield's ratings are limited by:

   (1) high operating leverage (low margins, high fixed costs, and
       asset intensity),

   (2) combined with the inherent volatility of its business
       (which is exposed to commodity input and output price
       swings), and

   (1) debt levels that result in very high leverage for the
       rating level during periods of weak hog markets.

The ratings also consider that ongoing capital spending needs are
substantial and acquisitions are an integral part of the company's
growth strategy.  In addition, the ratings reflect:

   (1) the inherent business risks of animal disease outbreaks;

   (2) food product safety issues;

   (3) environmental aspects to its business that can constrain
       expansion, require non-productive investment and attract
       litigation; and

   (4) sensitivity to agricultural and trade policies and
       regulations.

Smithfield's ratings gain support from its position as the leading
market hog producer and pork processor in the US, a position that
was strengthened by its acquisition of Farmland Industries' pork
production and processing business in October 2003.  Smithfield
now accounts for 27% of pork processing in the US (Tyson is
second, at 18%) and 14% of hog production (followed by Premium
Standard Farms and Seaboard, each at 4%).  The ratings also take
into account the company's track record of generally reasonable
multiples paid for acquisitions and an equity funding component
for major acquisitions, which Moody's expects will continue.

In addition, the ratings benefit from:

   (1) Smithfield's increasing emphasis on higher margin,
       value-added fresh and further processed products, which
       produce more stable earnings streams than commodity fresh
       meat;

   (2) diversity provided by its beef business, acquired in
       calendar 2002 and representing approximately 25% of
       revenues; and

   (3) improving profitability from its international operations,
       a modest contributor to earnings but target of increasing
       investment.

Smithfield's SGL-2 rating indicates good liquidity, which provides
key support to the company's long term rating, given the
volatility of the business.

Moody's stable outlook assumes that Smithfield will improve credit
measurements over the next year from increasing earnings as a
result of stronger hog markets and application of the up-cycle
cash flow to reduce debt or make credit-enhancing acquisitions and
investments.  The outlook and ratings could be pressured if credit
improvement does not appear sufficient to assure leverage would
remain below 5x during the next period of cyclical hog market
weakness.  Recent acquisitions include feedlots from ConAgra,
which will require significant working capital and are likely to
have volatile earnings, and businesses in Romania and Poland that
may not provide near term support to credit measurements.  The
ratings could be pressured by continued acquisitions if not
accompanied by meaningful equity support, or by share repurchases.
The ratings are not likely to be upgraded while the company has a
significant amount of secured debt or until leverage is reduced
materially, to levels that would peak below 4x EBITDA during a
down-cycle.

Smithfield has:

   -- a large revenue base ($9.7 billion in the LTM ending
      8/1/04),

   -- substantial book equity ($1.6 billion), and

   -- sizable tangible assets ($4.4 billion).

Debt at August 1, 2004, was $2.0 billion.  The company also
guarantees up to $76 million debt and liabilities of other related
entities.  Pro forma debt/LTM EBITDA is 3.2x (3.6x adjusted for
operating leases).  The business has low EBIT margins, at 4.3% in
the LTM (ending August 1, 2004), though improved from 1.5% in
FY 2003.  EBIT coverage of interest was 3.5x in the LTM.

Smithfield's speculative liquidity rating of SGL-2 indicates that
Moody's expects the company to have good liquidity over the next
twelve months.  Cash flow generation is expected to cover both
capital spending and debt amortization requirement.  With proceeds
from the note issuance repaying outstandings under the revolver,
pro forma November 12, 2004, availability under the revolver is
ample, at approximately $591 million, after utilization to back
about $111 million of letters of credit and $198 million of
borrowings.  Covenant cushions are adequate.  Smithfield's back
door liquidity benefits from the fact that the working capital
associated with the Farmland business (approximately $190 million
of inventory and accounts receivable), assets associated with the
recently acquired ConAgra feedlots ($40 million of fixed assets
plus working capital, as it builds), and certain other assets are
not encumbered.  Maintenance of good liquidity is a key element
supporting Smithfield's long term rating due to the inherent
variability of its business.

The senior unsecured notes do not benefit from subsidiary
guarantees and are effectively subordinated to Smithfield's
secured debt ($632 million pro forma at August 1, 2004, for the
note issuance).  Therefore, the note ratings are notched down from
the senior implied rating to reflect their structural and
effective subordination.  Indenture covenants fall away
permanently if the notes obtain investment grade ratings.  The
subordinated notes are notched below the senior unsecured notes to
reflect their contractual subordination.

Smithfield Foods, Inc., with revenues of $9.7 billion in the
latest twelve months ending 8/1/04, has headquarters in
Smithfield, Virginia.


SOTHEBY'S: Moody's Upgrades Long-Term Ratings with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Sotheby's Holdings, Inc., with a stable outlook.  The upgrade
reflects the company's strengthened liquidity, a moderation in the
liabilities remaining from the department of justice
investigation, and strong operating performance.

The new rating level reflects Sotheby's strong brand name, its
recognized expertise in an industry that has high barriers to
entry and is dominated primarily by two players, as well as
current management's financially responsible behavior.  It also
reflects Sotheby's very strong liquidity from on balance sheet
cash, operating cash flow, and an unfunded $200 million revolving
credit facility, as well as the nearest term debt maturity being
in 2007.  The rating is constrained by the high level of funded
debt, the seasonal and cyclical nature of the industry, which
results in swings in operating performance and credit metrics, and
the high level of fixed costs making it difficult to adjust to
cyclical downturns.

The stable outlook takes into account our expectation that
leverage metrics will be uneven given the cyclical nature of the
company's business.  It also assumes that the company will
maintain strong liquidity and that Sotheby's will finance capital
expenditures, working capital needs, and dividends from internally
generated cash flow.  Given the recent upgrade, a further upgrade
is unlikely in the intermediate term; however, ratings could move
upward should the company reduce on balance sheet debt, including
sale-leasebacks, to below $100 million while maintaining
consistent cash balances.  Ratings could move downward should the
company's liquidity deteriorate such that cash balances fall below
$100 million for an extended period of time, should the
competitive environment change, or should on balance sheet debt
rise above $300 million.  While we expect some volatility in
credit metrics, significant deterioration during a trough in the
business cycle, such that Adjusted Debt/EBITDAR rises much above
5.0x is likely to trigger downward rating pressure.

The year 2004 has been a strong year for Sotheby's.  Operating
performance has improved as a result of two successful auction
seasons, as well as significant private sales, including the
Forbes Faberge eggs.  LTM 9/30/04 EBITDA from continuing
operations rose to $75.1 million from $34 million in the prior
fiscal year.  This improvement in EBITDA caused Adjusted
Debt/EBITDAR to improve to 4.4x on a LTM basis.  Given the
cyclical nature of the company's business, the current year's
performance is not an indication of future levels of operating
cash flow.  In addition, liquidity has strengthened; the company
sold the real estate business to Cendant (net cash proceeds of
$94.0 million); and it extended the maturity on its $200 million
credit facility to 2007.

The remaining liabilities as a result of the department of justice
investigation have moderated.  The remaining fine to be paid is
$27 million due in February 2005 and February 2006.  The other
remaining liability is $62.5 million in discount certificates
which can be used to satisfy consignment charges or redeemable for
cash between May 2007 and May 2008.

The senior unsecured notes and issuer ratings are notched down by
two from the senior implied rating as a result of the bank
facility being secured by all the assets of the company, the
subsidiary co-borrower structure of the credit facility, the lack
of any subsidiary guarantees, as well as the sale of the York
Avenue property in a sale lease back transaction.  In addition,
the two notches represent the preponderance of secured debt in the
capital structure relative to the size of the unsecured notes.

These ratings were upgraded:

   * Senior implied to Ba3 from B1;
   * Senior unsecured to B2 from B3;
   * Senior unsecured shelf to (P)B2 from (P)B3.

These rating has been assigned:

   * Issuer rating of B2.

Sotheby's Holdings, Inc., headquartered in Bloomfield Hills,
Michigan, is one of the two largest auction houses in the world.
Total revenues from continuing operations were $319.6 million for
the fiscal year ended December 31, 2003.


SPIEGEL INC: Offers to Settle Potential Suit by the SEC
-------------------------------------------------------
On March 7, 2003, the Securities and Exchange Commission filed a
Complaint in the United States District Court for the Northern
District of Illinois against Spiegel, Inc., alleging violations of
various provisions of the Exchange Act and the rules promulgated
under it.

Simultaneously with the filing of the Complaint, Spiegel and the
Commission consented to the entry of a Partial Final Judgment and
Order of Permanent Injunction.  On March 27, 2003, by the parties'
consent, the District Court amended certain provisions of the
Partial Final Judgment.

Under the terms of the Amended Partial Final Judgment, among
other things, the District Court appointed an Independent
Examiner to review Spiegel's financial records for the period from
January 1, 2000, to March 11, 2003, and permanently enjoined
Spiegel, its officers, and those persons in active concert or
participation with the company, from:

   (i) engaging in any acts or practices in violation of Section
       10(b) of the Exchange Act, 15 U.S.C. Section 78j(b),
       and Rule 10b-5, 17 C.F.R. Section 240.10-5; and

  (ii) violating Section 13(a) of the Exchange Act, 15 U.S.C.
       Section 78m(a), and Rules 13a-1 and 13a-13, 17 C.F.R.
       Sections 240.13a-1 and 240.15d-13.

Among other things, these statutes, rules and regulations require
the timely filing with the Commission of financial statements in
annual reports on Form 10-K and quarterly reports on Form 10-Q in
accordance with the rules and regulations of the Commission.

On March 17, 2003, Spiegel's outside auditor, KPMG, LLP,
advised Spiegel that, in light of the appointment of the
Independent Examiner, KPMG would not be able to provide Spiegel
with an audit opinion that would enable the company to file its
2002 Form 10-K in accordance with the Commission's rules and
regulations.  KPMG also advised Spiegel that KPMG similarly could
not complete its review of Spiegel's quarterly financial
statements subsequent to its 2002 fiscal year in accordance with
Statement on Auditing Standard No. 100, which is required in
Spiegel's Forms 10-Q filing.

As a result of these circumstances, on March 31, 2003, Spiegel
sought clarification of the Amended Partial Final Judgment.
Spiegel sought confirmation that neither the company nor its
employees would be held in contempt of the District Court's
Amended Partial Final Judgment as a result of its inability to
file its periodic reports.  Spiegel undertook to make various
public disclosures of its financial results in lieu of the
periodic reports and forewarned that it may need to seek the
additional relief sought following the Examination Report filing.
On April 15, 2003, the District Court entered its First Relief
Order, which granted Spiegel's request subject to certain
additional public disclosure conditions agreed to by Spiegel and
the Commission.

On September 5, 2003, the Independent Examiner delivered his
Examination Report to the District Court.  In the Report, the
Independent Examiner cited several accounting irregularities that
allegedly affected the accuracy of Spiegel's financial statements
dating back to at least 2000.  The Examination Report also
contains several criticisms of the work done by Spiegel's then
outside auditors, KPMG, in connection with its fiscal 2000 and
fiscal 2001 year-end audits, as well as the quarterly reviews of
Spiegel's financial statements done by KPMG since fiscal year
2000.  Spiegel's management and its Audit Committee then decided
that it was not in the best interests of the company to continue
using KPMG as its auditor.  Spiegel terminated its engagement
with KPMG on November 17, 2003.

Prior to terminating its engagement with KPMG, Spiegel began the
process of attempting to locate new independent auditors.
Spiegel solicited interest from most of the accounting firms that
would have the resources to audit a company of Spiegel's size.
Only one firm, BDO Seidman, LLP, submitted a proposal to perform
audit work for Spiegel.  Spiegel offered the audit engagement to
BDO, and the Bankruptcy Court approved that engagement in
December 2003.

On December 4, 2003, Spiegel made a second request in the
District Court seeking relief from injunction contained in the
Amended Partial Final Judgment.  In that request, Spiegel sought
additional time -- until April 7, 2004 -- to allow BDO to
determine whether the firm could complete the required audit work
in time for Spiegel to meet its reporting obligations.  On
December 10, 2003, the District Court entered its Second Relief
Order, granting Spiegel's request subject to certain additional
conditions agreed to by the parties.

BDO completed the 2003 audit in 2004.  In all, BDO spent over
4,500 hours working on the 2003 audit and Spiegel devoted 15 to
20 people to work internally on the 2003 audit.

Spiegel is not yet able to determine whether it ever could:

     (i) prepare reliable financial statements for years prior to
         2002 for First Consumers National Bank, its wholly owned
         non-debtor subsidiary, and the related credit operations
         that BDO could audit so that Spiegel could file the 2003
         Form 10-K with completed audited financial statements;
         and

    (ii) make all past-due financial filings to meet its
         obligations under the Injunction and the Commission rules
         and regulations.

While it is conceivable that Spiegel might be able to prepare
financial statements for prior years for the FCNB credit
operations that BDO could audit, Spiegel estimates that the cost
of this endeavor would exceed $5 million and would take many
months assuming that it can be accomplished at all.

The Commission advised Spiegel that given the difficulties the
company is having with regard to filing its annual reports on
Form 10-K and quarterly reports in Form 10-Q, and its inability
to comply strictly with the terms of the Amended Partial Final
Judgment, the Commission is considering commencing Section 12(j)
Proceedings against Spiegel, the effect of which, if successful,
will be that, pursuant to Section 12 of the Exchange Act, the
Commission will revoke the registration of all Spiegel
securities.

Given its difficulties in complying with the terms of the Amended
Partial Final Judgment, Spiegel finds it proper for its estate
and creditors to submit a Settlement Offer in anticipation of the
Commission's commencement of Section 12(j) Proceedings.

With the Bankruptcy Court's permission, Spiegel will submit a
Settlement Offer to the Commission and take all necessary steps
to give effect to the Settlement Offer, if the Settlement Offer is
accepted by the Commission.

A copy of Spiegel's Offer of Settlement is available for free at:

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

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)


STAR CAR: Section 341(a) Meeting Slated for December 6
------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Star Car Wash of Queens, Inc.'s creditors at 9:30 a.m., on
December 6, 2004, at 111 Livingston Street, Suite 1102 in
Brooklyn, New York.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Jamaica, New York, Star Car Wash of Queens, Inc.,
operates a car wash from its leased premises.  The Company filed
for chapter 11 protection on Nov. 8, 2004 (Bankr. E.D.N.Y. Case
No. 04-25754).  Douglas J. Pick, Esq., at Pick & Saffer LLP,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$459,110 in total assets and $11,198,001 in total debts.


STOCKHORN CDO: Fitch Places BB- Rating on $5 Million Class E Notes
------------------------------------------------------------------
Fitch Ratings affirms these Stockhorn CDO Limited's notes:

   -- $11,500,000 class A notes affirmed at 'AAA';
   -- $10,000,000 class B notes affirmed at 'AA-';
   -- $3,000,000 class C-1 notes affirmed at 'BBB+';
   -- $5,500,000 class C-2 notes affirmed at 'BBB+';
   -- $3,000,000 class D-1 notes affirmed at 'BBB-';
   -- $2,000,000 class D-2 notes affirmed at 'BBB-';
   -- $5,000,000 class E notes affirmed at 'BB-'.

Stockhorn CDO, Limited I is a static-pool, synthetic
collateralized debt obligation structured by Swiss Re Capital
Markets.  The CDO was established in July 2002 to issue
approximately $40 million in notes that reference a $500 million
portfolio of investment-grade credit default swaps.  The proceeds
of the notes were utilized to enter into a deposit swap with Swiss
Re Financial Products, and exposure to the reference portfolio is
achieved via a credit default swap with Swiss Re Financial
Products.  Payments received from both the default swap and the
deposit swap will be utilized to pay interest on the outstanding
notes and other expenses of the issuer.  Additionally, the ratings
of the notes address the timely payment of interest and the
ultimate payment of principal.

Since the last rating action in August 2003, the portfolio has
experienced stable performance, along with minimal ratings
migration, increasing from 12.27 to 13.34, as reported in the
October 31, 2004 trustee report.  One credit event has occurred to
date, NorthWestern Corporation.  However, given the high recovery
on NorthWestern Corporation, along with the excess spread
captured, Stockhorn realized only a nominal reduction to the first
loss, approximately $86,000.  Additionally, Fitch accounted for
the credit event during the last review process in August 2003.
Accordingly, Fitch has determined that the ratings assigned to all
rated securities, as indicated, reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.


SUNRISE CDO: Moody's Reviewing Class C's Ba2 Rating
---------------------------------------------------
Moody's Investors Service placed two classes of notes issued by
Sunrise CDO I, Ltd. on review for possible downgrade:

   * the U.S. $45,100,000 Class B Second Priority Senior Secured
     Floating Rate Notes Due 2037, and

   * the U.S. $17,050,000 Class C Third Priority Secured Floating
     Rate Notes Due 2037.

According to Moody's, the action results from deterioration in the
credit quality of the underlying collateral portfolio, consisting
primarily of structured finance securities.  Moody's noted that as
of the October 31, 2004 monthly report, the transaction is
violating the Class A, Class B and the Class C
Overcollateralization Tests.

Rating Action: Under Review for Possible Downgrade

Issuer:            Sunrise CDO I, Ltd.

Class Description: the U.S. $45,100,000 Class B Second Priority
                   Senior Secured Floating Rate Notes Due 2037

Prior Rating:      Aa2

Current Rating:    Aa2 (under review for downgrade)

Class Description: U.S. $17,050,000 Class C Third Priority Secured
                   Floating Rate Notes Due 2037

Prior Rating:      Ba2

Current Rating:    Ba2 (under review for downgrade)


TCW LINC III: S&P Slices Ratings on Classes A-3A & A-3B to CC
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1F and A-1 notes issued by TCW LINC III CBO Ltd., an arbitrage
CBO transaction originated in July 1999, and lowered its ratings
on the class A-2L, A-2, A-3L, and A-3 notes.

At the same time, the ratings on the class A-1F and A-1 notes are
removed from CreditWatch positive, and the ratings on the class
A-2L and A-2 notes are removed from CreditWatch negative, where
they were placed September 20, 2004.

On the July 30, 2004, payment date the $20.81 million remaining
portion of the class A-1L notes was paid down in full, and both
the A-1F and A-1 notes had partial paydowns of $3.12 million and
$19.20 million, respectively.  These paydowns were mandated by the
failure of TCW LINC III's coverage tests.  The redemption improved
the credit enhancement available to support the A-1F and A-1
notes.

As a part of its analysis, Standard & Poor's reviewed the results
of recent cash flow model runs.  These runs stressed various
parameters that are instrumental in the performance of this
transaction, and are used to determine its ability to withstand
various levels of default.

When the stressed performance of the transaction was then compared
to the projected default performance of the current collateral
pool, Standard & Poor's found that the projected performance of
the class A-1F, A-1, A-2L, A-3L, and A-3 notes was, in light of
the current quality of the collateral pool, not consistent with
the prior ratings.

Consequently, Standard & Poor's has revised its ratings on these
notes to their new level.  Standard & Poor's will continue to
monitor the performance of the transaction to ensure that the
assigned ratings continue to reflect the credit enhancement
available to support the notes.

      Ratings Raised and Removed from Creditwatch Positive

                    TCW LINC III CBO Limited

                                Rating
                                ------
                   Class   To             From
                   -----   --             ----
                   A-1F    AAA            A/Watch Pos
                   A-1     AAA            A/Watch Pos


      Ratings Lowered and Removed from Creditwatch Negative

                    TCW LINC III CBO Limited

                               Rating
                               ------
                   Class   To          From
                   -----   --          ----
                   A-2L    B           B+/Watch Neg
                   A-2     B           B+/Watch Neg


                         Ratings Lowered

                    TCW LINC III CBO Limited

                                Rating
                                ------
                    Class   To           From
                    -----   --           ----
                    A-3A    CC           CCC-
                    A-3B    CC           CCC-

Transaction Information

Issuer:             TCW LINC III CBO Ltd.
Manager/Servicer:   TCW Investment Management Co.
Underwriter:        Bear Stearns Cos. Inc. (The)
Trustee:            Bank of New York
Transaction type:   Cash flow arbitrage CBO

       Tranche               Initial    Last       Current
       Information           Report     Action     Action
       -----------           -------    ------     -------
       Date (MM/YYYY)        08/1999    10/2003    10/2004
       Cl. A-1F note rtg.    AAA        A          AAA
       Cl. A-1F note bal.    $15.00mm   $15.00mm   $11.87mm
       Cl. A-1 note rtg.     AAA        A          AAA
       Cl. A-1 note bal.     $96.00mm   $96.00mm   $76.00mm
       Cl. A-2L note rtg.    AAA        B+         B
       Cl. A-2L note bal.    $21.50mm   $21.50mm   $21.50mm
       Cl. A-2 note rtg.     AAA        B+         B
       Cl. A-2 note bal.     $82.00mm   $82.00mm   $82.00mm
       Cl. A-3A note rtg.    A-         CCC-       CC
       Cl. A-3A note bal.    $34.00mm   $34.00mm   $34.00mm
       Cl. A-3B note rtg.    A-         CCC-       CC
       Cl. A-3B note bal.    $45.00mm   $45.00mm   $45.00mm
       Cl. A O/C ratio       119.00%    91.40%     83.29%
       Cl. A O/C ratio min.  110.00%    110.00%    110.00%

       Portfolio Benchmarks                        Current
       --------------------                        -------
       S&P wtd. avg. rtg. (excl. defaulted)        B
       S&P default measure (excl. defaulted)       5.30%
       S&P variability measure (excl. defaulted)   3.20%
       S&P correlation measure (excl. defaulted)   1.13
       Wtd. avg. coupon (excl. defaulted)          9.36%
       Wtd. avg. spread (excl. defaulted)          0.00%
       Oblig. rtd. 'BB-' and above                 19.31%
       Oblig. rtd. 'B-' and above                  66.44%
       Oblig. rtd. in 'CCC' range                  16.98%
       Oblig. rtd. 'CC', 'SD', or 'D'              16.58%

                   S&P Rated    Current
                   O/C (ROC)    Rating Action
                   ---------    -------------
                   Class A-1F   110.52% (AAA)
                   Class A-1    110.52% (AAA)
                   Class A-2L   100.32% (B)
                   Class A-2    100.32% (B)

For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization (ROC) Statistic, please see "ROC
Report November 2004," published on RatingsDirect, Standard &
Poor's Web-based credit analysis system, and on the Standard &
Poor's Web site at http://www.standardandpoors.com/ Go to "Fixed
Income," under "Browse by Sector" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired articles.


TULLAS CDO: Fitch Affirms Junk Ratings on Four Note Classes
-----------------------------------------------------------
Fitch Ratings affirmed the ratings on three classes of notes
issued by Tullas CDO Ltd.:

   -- $267,487,273 class A notes affirmed at 'BB-';
   -- $6,000,000 class B notes affirmed at 'B-';
   -- $8,000,000 class C notes affirmed at 'CC';
   -- $14,000,000 class D notes remain at 'C';
   -- $8,000,000 class E notes remain at 'C';
   -- $10,000,000 class F notes remain at 'C'.

Furthermore, the class A and B notes are removed from Rating Watch
Negative.

Tullas is comprised of a static portfolio of assets held
physically, as well as a series of assets that are referenced
through a credit-linked note -- CLN. Assets held physically
consist of corporate bonds and sovereign debt, while asset-backed
securities -- ABS -- are referenced through the CLN.

Since the previous rating action on January 13, 2004, negative
performance by certain assets has been mitigated by improved
performance from other assets and principal repayments to the
class A notes allowing Tullas' performance to remain stable.


UAL CORP: Wants Exclusive Plan Filing Period Stretched to Jan. 31
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates return to the U.S.
Bankruptcy Court for the Northern District of Illinois to seek
another extension of their exclusive periods to file and solicit
acceptances of a plan of reorganization.

The Debtors want the period within which they have the exclusive
right to file a Chapter 11 Plan extended through January 31, 2005,
and the period within which they have the exclusive right to
solicit votes for that plan through March 31, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, recounts that the Court was amendable to short-term
30-day extensions of the Exclusive Periods while the Debtors
stabilized after ATSB loan guarantee denial and the
intensification of economic pressures.  The Debtors' attention is
now focused on creating a viable and financeable business plan to
attract non-guaranteed capital.

The Debtors have made enormous progress in creating a new
business plan.  A far more constructive process has been
established, but output will require additional work and involve
further sacrifices by all stakeholders.  The work completed to
date -- and the work still to be done in the next 60 days to
finalize the new business plan and deliver a cost structure that
future revenues can support -- justifies a longer extension of
the Exclusive Periods than the month-to-month baby steps recently
granted.

The Debtors have filed a Section 1113 Motion to achieve
additional cost savings.  This process will occur during December
2004 and January 2005.  Assuming the desired savings are
achieved, the Debtors will be positioned to pursue exit financing
and commence the formal plan process.  Since these objectives
will require more time, the Debtors plan to seek a much longer
extension of the Exclusive Periods at the January 2005 hearing.

Mr. Sprayregen tells Judge Wedoff that the extra time is needed
because the Section 1113 process cannot succeed within the space
of another 30-day extension.  Given the myriad challenges facing
the Debtors, an extension of the Exclusive Periods will promote a
stable restructuring environment and facilitate resolution of
these important predicates to exit.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Court Nod to Hire Bridge to Analyze Business Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to
employ Bridge Associates, LLC, of New York City, to analyze their
business plan and prepare a confidential report detailing that
analysis.

As reported in the Troubled Company Reporter on Nov. 3, 2004, the
Association of Flight Attendants and the International Association
of Machinists sought the appointment of a trustee for United
Airlines, Inc., and its debtor-affiliates' bankruptcy cases.  The
AFA and IAM agreed to withdraw their requests if the Debtors
employed Bridge to analyze their business plan.

Bridge is a nationally recognized business turnaround, operational
and financial consulting, and restructuring and management firm.
Bridge is well qualified to provide the services to the Debtors in
an efficient manner.

The Debtors will Bridge for 30 days.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, informed the Court that Bridge will have access to all
information relevant to the Debtors' business plan.  Bridge will
vet the business plan and test the related underlying
assumptions.  During the Engagement Period, the IAM's and AFA's
professionals will have full access to the relevant Bridge
professionals, subject to confidentiality agreements.  Bridge's
engagement will automatically terminate once the business
plan-related work is completed.

Bridge will:

   (1) review the Debtors' Business Plan;

   (2) provide an independent evaluation of the Business Plan;
       and

   (3) report on the feasibility of implementation.

Bridge will prepare a preliminary version of the report by
November 22, 2004.  The final report will be delivered by
November 30, 2004.

Bridge's fees during the Engagement Period will approximate
$500,000.  Bridge will be paid on an hourly basis, plus
reimbursement of actual, necessary expenses.  Bridge's hourly
rates are:

        Principals and Senior Consultants      $300 - 450
        Senior Associates or Consultants        250 - 300
        Associates or Consultants               200 - 275

The hourly rates for specific professionals who will analyze the
Debtors' business plan are:

                  Anthony Schnelling       $450
                  Frederick Kragel          450
                  Dean Vomero               400
                  Sidney Harris             350
                  John Pidcock              300
                  Alpesh Amin               250

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)


US AIRWAYS: Court Approves ALPA Labor Agreement Modifications
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave US Airways, Inc., and its debtor-affiliates permission to
modify the Debtors' Collective Bargaining Agreement with the Air
Line Pilots Association, International.  The modifications will
provide the Debtors with $300,000,000 in annual savings from ALPA
in 2005 with increased amounts in future years.

The Order is effective retroactive to October 15, 2004, the date
interim relief under Section 1113(e) was granted.  The Debtors may
implement a retroactive pay reduction.  The Debtors will not seek
or support any Section 1113 relief from the CBA, and will oppose
any relief sought by another party, until the earlier of:

   (a) the effective date of the Debtors' plan of reorganization
       that implements the 2004 Transformation Plan; or

   (b) March 31, 2005.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that the Agreement was reached after extensive
negotiations that involved trade-offs in pay, productivity,
benefits and scope.  Each category has a mix of consequences for
the pilots depending on factors like seniority and work
preferences.  The Agreement addresses the financial,
transformational and labor relations imperatives facing the
Debtors, along with the pilots' interests.

The US Airways pilot group ratified the US Airways/ALPA
Transformation Plan Tentative Agreement by a 58% margin.  This
agreement supersedes the Oct. 15, 2004 Bankruptcy Court decision
that ruled in favor of the Company's motion to impose immediate
interim contractual relief on certain US Airways labor unions.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 70; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: IAM Fund Asks Court to Reconsider Wage Cut Order
------------------------------------------------------------
IAM National Pension Fund asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to reconsider its order granting the
request of US Airways and its debtor-affiliates for interim wage &
benefit reductions.

John R. Harney, Esq., at Vanderpool, Frostick & Mishanian, in
Manassas, Virginia, reminds the Court that the October 15 Order
allowed the Debtors to reduce their employer contributions to the
IAM National Pension Fund to a flat 3%.  The Order brings the
Debtors' contribution below the amount required to fund the
benefits for their employees.  However, the Trustees of the
National Pension Plan will not fund benefits for the Debtors'
employees without the requisite contributions.  Unless the Court
clarifies or modifies the Order, the Trustees will terminate the
Debtors' participation in the National Pension Plan.

The National Pension Plan provides that employers that reduce the
rate of monthly contributions cannot continue to participate in
the Plan.  This reduction in the employer contribution rate shifts
some of the burden of funding the benefits of the Debtors'
employees to the other employers participating in the National
Pension Plan.  The Trustees are unwilling to allow contributions
from other groups in the Plan to be used disproportionately to
fund the benefits of the US Airways groups.  As a result, the
Trustees will terminate the participation of the Debtors effective
October 15, 2004, unless the contribution rates are restored.

As reported in the Troubled Company Reporter on Oct. 26, 2004, the
Association of Flight Attendants-CWA Monday asked the Court to
reconsider his decision to permit US Airways to impose 21 percent
pay cuts on flight attendants.  Other work groups received similar
cuts.

"These draconian cuts are excessive, even measured by the
company's original request for relief," said David Borer, AFA
general counsel.  "Any relief provided to this carrier must be
based on its proof of financial need, not the company's fuzzy
math."

         Debtors Respond to Requests for Reconsideration

The various requests for reconsideration are simple examples of
unions that are dissatisfied with the Court's decision, according
to Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado.
Reconsiderations are not intended to provide a forum for a
disappointed party to rehash the same arguments that a court
previously rejected.  Instead, reconsiderations are intended to
permit a court to correct glaring errors of law or fact or to
amend findings or a judgment based on newly discovered evidence or
an intervening change in the law.

Mr. Leitch asserts that the unions are not entitled to
reconsideration absent a showing of one of three narrow grounds:

  (1) to accommodate an intervening change in controlling law;

  (2) to account for new evidence not available at trial; or

  (3) to correct an error of law or prevent manifest injustice.

The various Motions for Reconsideration do not meet any of these
narrow grounds, Mr. Leitch says.  Rather, the unions use different
words to rehash arguments that did not carry the day a few weeks
ago.  These Motions for Reconsideration, which are based on
recycled arguments, are a waste of the Court's resources.

Mr. Leitch asserts that the evidence presented at the Section
1113(e) Hearing supported the decision reached by the Court, and
the Motions for Reconsideration do not meet the stringent standard
for reconsideration of that decision.  Therefore, the unions'
requests should be denied.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: PrimeFlight Wants Decision on Agreement
---------------------------------------------------
On November 14, 1997, International Total Services Corporation
entered into a General Terms Agreement with US Airways, Inc.,
whereby ITSC provided pre-departure screening, skycap, ticket
checking, passenger assistance, aircraft cleaning and other
services to US Airways.  ITSC assigned its interests in the
General Terms Agreement to SMS Acquisition, Inc.  SMS Acquisition,
Inc., later changed its name to PrimeFlight Aviation Services,
Inc.

As of the filing of its first Chapter 11, US Airways owed
PrimeFlight $1,688,036 for prepetition services.  US Airways
assumed the General Terms Agreement in the previous bankruptcy.
In exchange, PrimeFlight agreed to accept $337,607 in 12 monthly
installments to satisfy its prepetition claim.  PrimeFlight agreed
to freeze its rates for services for one year.  These concessions
severely limited PrimeFlight's ability to weather future
interruptions in payment from US Airways, W. Neal McBrayer, Esq.,
at Miller & Martin, in Nashville, Tennessee, explains.

PrimeFlight has in excess of 3,500 employees working at 57
airports.  The Debtors account for approximately 19% of
PrimeFlight's business.  PrimeFlight has more than 700 employees
at 22 airports devoted to the Debtors.

PrimeFlight has suffered financially with the airline industry.
As of September 12, 2004, the Debtors owed PrimeFlight $421,000
for prepetition services.  Although PrimeFlight has continued to
provide services, there is a risk that it will experience
difficulty paying its employees if the amounts due from the
Debtors are not paid in a timely manner.

Mr. McBrayer asserts that the U.S. Bankruptcy Court for the
Eastern District of Virginia should compel the Debtors to assume
or reject the General Terms Agreement by a certain date.  The
Debtors can avoid liability under the General Terms Agreement by
providing 30 days' notice.  Therefore, there is no basis for the
Debtors to delay this decision other than possibly delaying the
payment of the prepetition liability.  A deadline for the
assumption or rejection of the Agreement will not adversely impact
the Debtors.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARTEC TELECOM: Gets $20 Mil. DIP Financing from Rural Telephone
----------------------------------------------------------------
VarTec Telecom, Inc.'s primary senior secured creditor, Rural
Telephone Finance Cooperative, agreed to provide
debtor-in-possession financing to VarTec on a superpriority basis
under terms and conditions similar to those set forth in the
October 7, 2004, amended and restated credit agreement by and
between Rural Telephone and VarTec, as amended, and as approved by
the U.S. Bankruptcy Court for the Northern District of Texas.

As of November 3, 2004, $20 million is proposed to be available
for VarTec to borrow and up to $10 million of cash is proposed to
be available in a working capital reserve account pursuant to the
DIP financing arrangement.  At November 3, 2004, Rural Telephone
had a total of $197 million of loans outstanding to VarTec.  Rural
Telephone's total exposure to VarTec could increase above the
$197 million if Rural Telephone were to advance funds to VarTec
under the $20 million that is proposed as DIP financing and under
certain conditions of the DIP financing arrangement.  VarTec also
sought court permission to maintain certain other business and
financial relationships during the pendency of the bankruptcies.

On November 1, 2004, the Court granted temporary approval of DIP
financing of up to $5 million, with some limitations, under the
conditions proposed by the DIP financing arrangement.

VarTec experienced extensive competition in its primary
businesses, resulting in a significant reduction to its cashflow.
In addition, recent court rulings and disputes with certain
unsecured creditors, including Teleglobe, Inc. and SBC
Communications, threatened VarTec's abilities to continue as a
going concern absent bankruptcy protections.

Rural Telephone lends to its rural telecommunications members and
their affiliates.  At August 31, 2004, Rural Telephone had $4.6
billion of loans outstanding to its 507 members.  Rural Telephone
obtains all of its funding from National Rural Utilities
Cooperative Finance Corporation.  Rural Telephone operates under a
management agreement with CFC.  Rural Telephone is headquartered
with CFC in Herndon, Virginia.  Rural Telephone is a taxable
entity and takes tax deductions for allocations of net margins as
allowed by law under Subchapter T of the Internal Revenue Code.
Rural Telephone pays income tax based on its net margins,
excluding net margins allocated to its patrons.  CFC believes that
it is adequately reserved against its exposure, through Rural
Telephone, to VarTec.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VERILINK CORP: Modifies Loan to Reduce Credit Line to $3.5 Mil.
---------------------------------------------------------------
Verilink Corporation (Nasdaq: VRLK) said RBC Centura Bank waived
Verilink's previously announced noncompliance with the tangible
net worth financial covenant under the terms of the loan
documents.  The loan documents have also been modified, among
other things, to reduce the total amount available under the line
of credit to $3,500,000 from $5,000,000, and to reduce the minimum
required tangible net worth covenant to $5,000,000 from
$7,000,000.  The line of credit expires April 7, 2005.

Approximately $2 million is currently outstanding under the line
of credit.  As a result of the waiver and modifications, Verilink
is now permitted to borrow under the line of credit based on
eligible accounts receivable.

                        About the Company

Verilink Corporation provides broadband access solutions for
networks. The company develops, manufactures and markets a broad
suite of products that enable carriers (ILECs, CLECs, IXCs, and
IOCs) and enterprises to build converged access networks to
cost-effectively deliver next-generation communications services
to their end customers.  The company's products include a complete
line of VoIP and TDM-based integrated access devices (IADs),
optical access products, wire-speed routers, and bandwidth
aggregation solutions including CSU/DSUs, multiplexers and DACS.
Verilink also provides turnkey professional services to help
carriers plan, manage and accelerate the deployment of new
services.  The company has operations in Madison, Alabama, Aurora,
Colorado and Newark, California with sales offices in the U.S.,
Europe and Asia.  To learn more about Verilink, visit the
company's Web site at http://www.verilink.com/

                          *     *     *

As required under Nasdaq Rule 4350(b), the Company is providing
notice that the report of PricewaterhouseCoopers LLP, the
Company's registered independent public accounting firm, on the
Company's financial statements as of July 2, 2004, contains an
explanatory paragraph, which refers to uncertain revenue streams
and a low level of liquidity and notes that these matters raise
substantial doubt about the Company's ability to continue as a
going concern.


W.R. GRACE: Overview and Summary of Plan of Reorganization
----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 15, 2004,
W. R. Grace & Co. filed a Plan of Reorganization as well as
several associated documents, including a Disclosure Statement,
with the U.S. Bankruptcy Court in Delaware in connection with its
Chapter 11 reorganization proceeding.

David B. Siegel, W.R. Grace & Co.'s Senior Vice President,
General Counsel & Chief Restructuring Officer, relates that the
Debtors' Plan deals with:

   -- Transfer of assets into the Asbestos Trust;

   -- Transfer of Claims and Demands to the Asbestos Trust;

   -- Creation of Asbestos Trust sub-accounts;

   -- Appointment and termination of Trustees;

   -- Creation and termination of the Trust Advisory Committee;

   -- The cooperation agreement between the Reorganized Debtors
      and the Asbestos Trust;

   -- Institution and maintenance of legal and other proceedings
      by the Asbestos Trust; and

   -- The Reorganized Debtors' sole right and authority to
      resolve Asbestos PI-AO Claims for which the Holder of the
      Asbestos PI-AO Claim elects the Litigation Option.

The Debtors' Plan divides Asbestos Claims into two categories:

   (1) Asbestos Personal Injury Claims; and
   (2) Asbestos Property Damage Claims.

The Asbestos PI Claims are further divided into two classes:

   -- Asbestos Personal Injury Symptomatic/Eligible Claims; and
   -- Asbestos Personal Injury Asymptomatic/Other Claims.

All Asbestos Claims will be channeled to the Asbestos Trust.

                        The Asbestos Trust

On the Plan Effective Date, the Asbestos Trust will be created as
a "qualified settlement fund."  The purpose of the Asbestos Trust
will be to, among other things:

   (a) assume the liabilities of the Debtors with respect to all
       Asbestos Claims;

   (b) process, liquidate, pay and satisfy all Asbestos Claims
       (i) in accordance with the Plan, the Asbestos Trust
       Agreement, the Trust Distribution Procedures, the Case
       Management Order, and the Confirmation Order and (ii) in a
       way that provides reasonable assurance that the Asbestos
       Trust will value and be in a position to pay, present and
       Future Asbestos Claims and to otherwise comply with
       Section 524(g)(2)(B)(i) of the Bankruptcy Code;

   (c) preserve, hold, manage, and maximize the assets of the
       Asbestos Trust for use in paying and satisfying Allowed
       Asbestos Claims; and

   (d) otherwise carry out the provisions of the Asbestos Trust
       Agreement and any other agreements into which the Trustees
       have entered or will enter in connection with the Plan.

                      Asbestos Trust Funding

Funding will come from several sources.

On the Effective Date, Sealed Air Corporation and Cryovac, Inc.,
will fund $512.5 million in cash, plus interest, and 9 million
shares of Sealed Air common stock into the Asbestos Trust in
accordance with the Plan and the provisions of a settlement
agreement which resolves asbestos and fraudulent conveyance
claims against, among others, Grace, with respect to Grace's 1998
transaction with Sealed Air.

Effective on the 31st day after the Effective Date, Grace will
transfer or cause the transfer of the Debtors' Payment into the
Asbestos Trust in accordance with the Plan.  The Debtors' Payment
is comprised of:

   (a) the positive difference between the Asbestos Trust
       Aggregate Fund and the Sealed Air Payment, with the
       difference to be funded by:

       * warrants in an amount sufficient to fund the Asbestos
         PI-AO Class Fund; and

       * the common stock, par value $0.01 per share, of Grace
         valued at the average of the closing prices on the New
         York Stock Exchange for the trading days within the 30
         calendar days beginning on the Effective Date; and

   (b) additional warrants in an amount such that, upon the
       payment of the Sealed Air Payment and the Debtors' payment
       into the Asbestos Trust, the Parent Common Stock and
       Warrants that make up the Debtors' Payment would
       constitute the majority of the issued and outstanding
       voting shares of Reorganized Grace.

The Sealed Air Payment and that portion of the Debtors' Payment
consisting of the Parent Common Stock, to the extent necessary,
will first fund the Asbestos PI-SE Class Fund, the Asbestos PD
Class Fund and the Asbestos Trust Expenses Fund.  The remainder
of the Sealed Air Payment, if any, and the Warrants included as
part of the Debtors' Payment will fund the Asbestos PI-AO Class
Fund.

In addition, in the event that the proceeds of the sale of Parent
Common Stock following exercise of all of the Warrants are
insufficient to pay all Allowed Asbestos PI-AO Claims in full,
the Reorganized Debtors will pay the Asbestos Trust in full and
in cash for the benefit of the Holders of the Claims.

The Sealed Air Payment is dependent on the resolution of the
Debtors' objections to the Sealed Air Settlement Agreement.

The Debtors have argued that the Sealed Air Settlement Agreement,
as proposed, would restrict the ability of the Debtors'
management to fulfill their legal obligations to file accurate
and complete tax returns and financial statements as required by
the Internal Revenue Service and the Securities and Exchange
Commission, thereby exposing the Debtors to potentially
significant penalties and their management to potential personal
and criminal liability.

The Plan assumes that the objections will be addressed by the
Bankruptcy Court in an acceptable manner and that the Sealed Air
Settlement Agreement, as modified to address the Debtors'
objections, will be approved.

The Reorganized Debtors will fund distributions to all other
Classes directly, with funds from a number of sources including:

   * an exit financing;

   * a settlement agreement among Grace, Grace-Conn., Fresenius
     Medical Care Holdings, Inc., & National Medical Care, Inc.,
     the Asbestos PI Committee, and the Asbestos PD Committee, on
     February 6, 2003.  The Fresenius Settlement Agreement
     resolves asbestos and fraudulent conveyance claims against,
     among others, Grace, with respect to Grace's 1996
     transaction with Fresenius;

   * insurance proceeds;

   * cash flow from future operations; and

   * the Parent Common Stock.

                  Treatment of Asbestos Claims

The Debtors' Plan provides a structure under which Holders of
Asbestos Personal Injury Claims are able to settle with the
Asbestos Trust in a fair, efficient, and expedient manner.  The
Debtors believe that this will allow Asbestos PI Claimants to
recover the full value of their claims as quickly as possible.
To this end, most Asbestos PI Claimants will be able to elect to
enter into a settlement with the Asbestos Trust instead of
litigating against it.

Each Holder of an Asbestos PI Claim will have the option to
retain his right to litigate his claim against the Asbestos Trust
and to recover the full amount of his allowed claim against the
Asbestos Trust.  If an Asbestos PI Claimant elects, or is deemed
to elect, the Litigation Option, his claim will be litigated
against the Asbestos Trust and he will be precluded from seeking
any further recovery against any party protected and released
under the Plan on account of the Claim.

If an Asbestos PI Claimant does not elect the Litigation Option,
he may still choose the cash-out option or the registry option.
If an Asbestos PI Claimants elects the cash-out option, his claim
will be treated under the terms of the PI-SE Trust Distribution
Procedures or the PI-AO Trust Distribution Procedures, as
applicable.

All Asbestos PI-AO Claims whose Holders elect the Litigation
Option will be litigated by the Reorganized Debtors in the name
of the Asbestos Trust, initially at the expense of the Asbestos
Trust out of the Asbestos PI-AO Class Fund.  After the exhaustion
of the Asbestos PI-AO Class Fund in its entirety, all Allowed PI-
AO Claims will be paid in cash by the Asbestos Trust from funds
to be paid to the Asbestos Trust by the Reorganized Debtors, such
funds being in addition to the Debtors' Payment.

If an Asbestos PI-AO Claimant chooses the Registry Option, he
will be precluded from seeking any further recovery against an
Asbestos Protected Party, any Insurance Entity or any Entity
Released under any Plan provision.  The statute of limitations
will be tolled to the extent the Holder becomes an Asbestos PI-SE
Claimant.  The Holder will also be entitled to seek further
recovery against the Asbestos Trust if he becomes an Asbestos
PI-SE Claimant.

All Asbestos PI-SE Claims whose Holders elect the Litigation
Option will be:

   (1) litigated by, and at the expense of, the Asbestos Trust;
       and

   (2) paid by the Asbestos Trust out of the Asbestos PI-SE Class
       Fund, which will be funded solely by the Sealed Air
       Payment and the Parent Common Stock component of the
       Debtors' Payment, if necessary.

The Asbestos Trust will be the only Entity that a Holder of an
asbestos claim may look to for recovery on account of a Claim.
The Asbestos Trust Agreement and the TDPs govern more the
operation of the Asbestos Trust and how asbestos claims whose
holders elect the Cash-Out Option will be dealt with.

              Treatment of General Unsecured Claims

The Plan provides that all holders of general unsecured claims
will be paid the value of their allowed claims, 85% in cash and
15% in Parent Common Stock.  Grace will satisfy certain other
non-asbestos related liabilities, including environmental, tax,
workers' compensation, employee-related benefits, pension and
retirement medical obligations, and intercompany claims, as they
become due and payable over time.  In essence, these claims will
"pass through" confirmation and be paid by the Reorganized
Debtors in the ordinary course of their business.

                  Treatment of Equity Interests

The Plan provides that Parent Common Stock will remain
outstanding.  However, the interests of existing shareholders
will be subject to dilution by, among other things, additional
shares of Parent Common Stock issued under the Plan and possible
exercise of the Warrants issued under the Plan.

To preserve significant net operating loss carry-forwards, which
are subject to elimination or limitation in the event of a change
in control, the Plan places restrictions on the purchases of
Parent Common Stock.  The restrictions would prohibit, for a
period of three years, a person or entity from acquiring more
than 4.75% of the outstanding common stock or prohibit those
persons already holding more than 4.75% from increasing their
holdings.

            Payments and Distributions Under the Plan

The Plan sets forth the mechanics of Asbestos Trust payments and
Plan Distributions.  Among other things, the Plan provides that
payments to Holders of Allowed Asbestos Claims will be made by
the Asbestos Trust in accordance with the Asbestos Trust
Agreement, the TDPs and the CMO.  All Distributions or payments
required or permitted to be made under the Plan will be made by
the Reorganized Debtors in accordance with the treatment
specified for each Holder as specified in the Plan.

       Corporate Governance of Grace and the Other Debtors

Certificates of Incorporation or Articles of Incorporation, as
applicable, of each of the Debtors that is a corporation will be
amended as of the Effective Date.  The amended Certificates of
Incorporation or Articles of Incorporation of the Debtors will,
among other things:

   (i) prohibit the issuance of non-voting equity securities;

  (ii) as to any classes of securities possessing voting power,
       provide for an appropriate distribution of the power
       among the classes, including, in the case of any class of
       equity securities having a preference over another class
       of equity securities with respect to dividends, adequate
       provisions for the election of directors representing the
       preferred class in the event of default in payment of
       dividends;

(iii) include, in the case of the Grace, restrictions on the
       transfer of the Parent Common Stock as necessary to
       protect the Reorganized Debtors' tax position; and

  (iv) effectuate any other provisions of the Plan.

The Plan also deals with amendments to Grace's bylaws and the
purchase of Directors and Officers and fiduciary liability tail
coverage.

               Occurrence of the Confirmation Date

The Court must make all of the findings of fact and conclusions
of law before confirmation of the Plan.  Among other things,
these findings of fact and conclusions of law relate to:

   (1) the Court having found that the aggregate of the Asbestos
       PI-SE Class Fund, the Asbestos PD Class Fund, and the
       Asbestos Trust Expenses Fund is not greater than
       $1,483,000,000;

   (2) the Court having found the Asbestos PI-AO Class Fund is
       not greater than $130,000,000;

   (3) compliance with all applicable subsections of Section
       524(g) of the Bankruptcy Code;

   (4) effectiveness of the Sealed Air Settlement Agreement and
       the Fresenius Settlement Agreement;

   (5) the unimpaired status of the classes of Asbestos Claims;

   (6) the effectiveness of the various injunctions provided for
       in the Plan;

   (7) insurance matters; and

   (8) the lack of preclusive effect of certain asbestos-related
       litigation.

Prior to or in conjunction with Plan confirmation, the Court must
have entered an Estimation Order in form and substance acceptable
to the Debtors, which Order includes these findings:

   * the Asbestos PI-SE Class Fund will constitute the maximum
     amount that will be required to be paid to pay in full all
     Allowed Asbestos PI-SE Claims;

   * the Asbestos PD Class Fund will constitute the maximum
     amount that will be required to be paid to pay in full all
     Allowed Asbestos PD Claims; and

   * the Asbestos Trust Expenses Fund will constitute the maximum
     amount that will be required to be paid to pay in full all
     expenses of the Asbestos Trust.

          Conditions to Occurrence of the Effective Date

The Plan sets forth conditions precedent to the Effective Date,
including entry of the Confirmation Order, affirmation of the
various injunctions specified in the Plan, filing of the
necessary corporate documents, obtaining the necessary exit
financing, and obtaining other various documents or agreements.

                      No Successor Liability

The Plan provides that the Debtors, the Reorganized Debtors, the
Asbestos PI Committee, the Asbestos PD Committee, the Futures
Representative, and the Asbestos Protected Parties will not
assume, agree to perform, pay, or indemnify creditors or
otherwise have any responsibilities for any liabilities or
obligations of the Debtors or any of the Debtors' past or present
affiliates, as these liabilities or obligations may relate to the
Debtors' operations or assets.  Neither the Asbestos Protected
Parties, the Reorganized Debtors, nor the Asbestos Trust is, or
will be, a successor to the Debtors or any of the Debtors' past or
present affiliates by reason of any theory of law or equity, and
none will have any successor or transferee liability of any kind
or character, except that the Reorganized Debtors and the Asbestos
Trust will assume the obligations specified in the Plan and the
Confirmation Order.

Except as otherwise expressly provided in the Plan, effective
automatically on the Effective Date, the Asbestos Protected
Parties will be unconditionally, irrevocably and fully released
from all claims that occurred or existed prior to the Effective
Date.

                   Consolidation of the Debtors

Subject to the occurrence of the Effective Date, the Debtors will
be deemed consolidated under the Plan for the limited purposes of
allowance, treatment and distribution under the Plan.  Each and
every claim filed or to be filed against any of the Debtors will
be deemed filed against the deemed consolidated Debtors and will
be deemed one claim against and obligation of the deemed
consolidated Debtors.  This deemed consolidation, however, will
not affect:

     (i) the legal and organizational structure of the Debtors;

    (ii) any encumbrances that are required to be maintained
         under the Plan in connection with executory contracts or
         unexpired leases that were entered into during the
         Chapter 11 Cases or that have been or will be assumed,
         pursuant to the Plan, or in connection with any exit
         financing;

   (iii) the Sealed Air Settlement Agreement; and

    (iv) the Fresenius Settlement Agreement.

Notwithstanding anything contained in the Plan to the contrary,
the deemed consolidation of the Debtors will not have any effect
on any of the Claims being reinstated and left unimpaired under
the Plan, and the legal, equitable, and contractual rights to
which the Holders of any claims are entitled will be left
unaltered by the Plan.

The Plan does not contemplate the merger or dissolution of any
Debtor which is currently operating or which currently owns
operating assets or the transfer between Debtors or commingling
of any assets of any Debtor.  The limited substantive
consolidation will not affect the legal and corporate structures
of any Reorganized Debtor or the Equity Interests in Debtors
other than Grace.

The Debtors believe that substantive consolidation is in the best
interests of their estates and will promote a more expeditious
and streamlined distribution and recovery process for claimants.
In particular, substantive consolidation of the Debtors' estates
will result in:

   (1) the deemed consolidation of the assets and liabilities of
       the Debtors;

   (2) the deemed elimination of multiple and duplicative
       creditor claims and joint and several liability Claims;
       and

   (3) the payment of Allowed Claims from a common pool of
       assets.

Substantive consolidation will relieve the Debtors from having to
litigate creditor claims against multiple Debtors on the same
liability, as only one claim will be deemed allowed and payable
from one common pool of assets.  The Debtors estimate that there
have been 1,032 duplicate proofs of claim filed against
their estates.

                      Feasibility of the Plan

To demonstrate the feasibility of the Plan, the Debtors have
prepared the pro forma and prospective financial information for
the Reorganized Debtors and the Non-Debtor Affiliates, with
information presented on a consolidated basis for the fiscal
years 2004, 2005 and 2006 taking into account the anticipated
financial impact of the Plan.

The Financial Information has been prepared in conformity with
U.S. generally accepted accounting principles consistent with
those currently utilized by Grace in the preparation of its
consolidated financial statements.  However, the pro forma and
prospective financial information have not been audited by
registered independent public accountants.

The pro forma and prospective financial information are based on
a variety of assumptions subject to significant business,
economic and competitive uncertainties, contingencies and risks,
many of which are beyond the control of the Debtors.

The projections assume that the Plan becomes effective
December 31, 2004.

                W.R. Grace & Co. and Subsidiaries
              Condensed Consolidated Balance Sheets
                          (in millions)

                                Projected - As of December 31,
                               --------------------------------
                                 2004        2005        2006
                               --------    --------    --------
ASSETS
Current Assets
Cash & cash equivalents            $300        $250        $250
Trade accounts receivable           401         425         442
Inventories                         224         244         261
Deferred income taxes                14          14          14
Other current assets                 30          28          34
                               --------    --------    --------
Total Current Assets                969         961       1,001

Properties and equipment            650         650         650
Goodwill                             85          85          85
Cash value of company owned
   life insurance, net of
   policy loans                      75          59          65
Deferred income taxes:
   NOL carry-forwards               212         226         219
   Temporary differences            206         171         149
Asbestos-related insurance          500         500         232
Other assets                        225         228         215
                               --------    --------    --------
Total Assets                     $2,922      $2,880      $2,616
                               ========    ========    ========

LIABILITIES & EQUITY
Current Liabilities
Short-term debt                     $16          $-          $-
Accounts payable                    115         127         135
Income taxes payable                 38          38          38
Other current liabilities           126         141         153
                               --------    --------    --------
Total Current Liabilities           295         306         326

Long-term debt                      800         780         516
Deferred income taxes                34          34          34
Underfunded defined benefit
   pension liability                296         265         232
Liability for asbestos-
   related litigation               130          77          74
Liability for environmental
   remediation                      107          94          81
Liability for post-retirement
   health & social pensions         186         164         142
Liability for accounts
   payable & litigation              57          32           7
Liability for tax claims             50          30          10
Other liabilities                   171         151         132
                               --------    --------    --------
Total Liabilities                 2,126       1,933       1,554

Shareholders' Equity (Deficit)
Share capital                     1,070       1,133       1,140
Retained earnings &
   other equity items              (274)       (186)        (78)
                               --------    --------    --------
Shareholders' Equity (Deficit)      796         947       1,062
                               --------    --------    --------
Total Liabilities & Share-
   holders' Equity (Deficit)     $2,922      $2,880      $2,616
                               ========    ========    ========

                         W.R. Grace & Co.
         Consolidated Analysis of Continuing Operations
                          (in millions)

                                          Projected
                                   Year Ending December 31,
                               --------------------------------
                                 2004        2005        2006
                               --------    --------    --------
Net Sales:
   Davison Chemicals             $1,184      $1,304      $1,385
   Performance Chemicals          1,052       1,100       1,166
                               --------    --------    --------
Total Grace sales                 2,236       2,404       2,551
                               --------    --------    --------
Pre-tax operating income:
   Davison Chemicals                151         160         170
   Performance Chemicals            133         140         148
   Corporate Costs:
      Support functions             (47)        (57)        (58)
      Pension & performance-
      related compensation          (50)        (50)        (50)
                               --------    --------    --------
   Corporate costs                  (97)       (107)       (108)
                               --------    --------    --------
Pre-tax income from core
   operations                       187         193         210
Pre-tax loss from non-core
   activities                         2           -           -
Interest expense                    (14)        (55)        (45)
Interest accretion of asbestos
   liability                          -          (9)         (5)
Interest income                       -           6           6
                               --------    --------    --------
Income (loss) before Chapter
   11 expenses & income taxes       175         135         166

Chapter 11 expenses & charges      (394)          -           -
Provision for income taxes          (69)        (47)        (58)
                               --------    --------    --------
Net Income (loss)                 ($288)        $88        $108
                               ========    ========    ========

                W.R. Grace & Co. and Subsidiaries
         Condensed Consolidated Statements of Cash Flows
                          (in millions)

                                   Projected - December 31,
                               --------------------------------
                                 2004        2005        2006
                               --------    --------    --------
Operating Activities
Income (loss) before Chapter
   11 expenses, income taxes &
   minority interest               $181        $142        $173
Depreciation & amortization         111         121         131
Interest accrued/accreted            12           9           5
Provision for environmental
   remediation                       20           -           -
Total working capital changes       (23)        (31)        (21)
Income taxes paid, net of refunds   (32)        (25)        (29)
Other accruals & non-cash items      13          (9)          7
Proceeds from asbestos-related
   insurance                          6           -         268
Cash used for non-operating
liabilities:
   Expenditures/warrants for
      asbestos-related litigation    (8)        (62)         (7)
   Expenditures for
      environmental remediation     (11)        (13)        (13)
   Payments to fund post-
      retirement health & special
      pensions                      (22)        (22)        (22)
   Expenditures for retained
      obligations of divested
      business                       (2)        (25)        (25)
   Payments to fund tax claims        -         (20)        (20)
   Expenditures for non-operating
      Liabilities                     -         (20)        (20)
   Chapter 11 expenses paid         (15)          -           -
   Payments of Chapter 11
      liabilities with cash
      under the Plan             (1,065)          -           -
                               --------    --------    --------
Net cash provided by
   operating activities            (835)         45         427
                               --------    --------    --------

Investing Activities
Capital expenditures for
   property & equipment             (76)        (85)        (90)
Business acquired, net of cash
   acquired                         (66)        (68)        (75)
                               --------    --------    --------
Net cash used for investing
   activities                      (142)       (153)       (165)
                               --------    --------    --------

Financing Activities
Net charge in short-term &
   COLI loans/investments           (14)         15          (6)
Exercise of warrants to
   satisfy asbestos liability         -          62           8
Cash received from exercise of
   options                           68           -           -
Borrowings under exit facility      800         (19)       (264)
Cash contributions under
   Chapter 11 settlements           115           -           -
                               --------    --------    --------
Net cash provided by
   (used for) financing
   activities                       969          58        (262)
                               --------    --------    --------

Effect of exchange rate
   changes on cash & cash
   equivalents                       (1)          -           -

Increase (decrease) in cash
   & cash equivalents                (9)        (50)          -

Cash & cash equivalents,
   beginning of period              309         300         250
                               --------    --------    --------
Cash & cash equivalents,
   End of period                   $300        $250        $250
                               ========    ========    ========

A copy of Grace's Plan is available at no charge at:

     http://bankrupt.com/misc/Grace_Chapter_11_Plan.pdf

A copy of the Disclosure Statement is available at no charge at:

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

A copy of the Debtors' historical, pro forma and prospective
financial information is available at no charge at:

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

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Classification and Treatment of Claims Under the Plan
-----------------------------------------------------------------
W. R. Grace & Co.'s Plan of Reorganization filed on Nov. 13, 2004,
with the U.S. Bankruptcy Court for the District of Delaware,
provides for the classification of claims and equity interests.
Section 1122(a) of the Bankruptcy Code permits a plan to place a
claim or an interest in a particular class only if the claim or
interest is substantially similar to the other claims or interests
in that class.

The Plan will pay all claimants in full and will leave most
claimants, including holders of asbestos claims, unimpaired.
Holders of general unsecured claims and holders of equity
interests in W.R. Grace & Co. are impaired under the Plan.

The Debtors believe that the classification of claims and equity
interests under the Plan is appropriate and consistent with
applicable law.

Class   Description              Recovery Under the Plan
-----   -----------              -----------------------
N/A    Administrative           Paid in full, in cash
        Expense Claims
                                 Estimated recovery: 100%
        Estimated amount:
        $75 million

N/A    Priority Tax Claims      Each holder will receive:

        Estimated amount:        (a) full cash payment; or
        $232 million
                                 (b) equal quarterly cash
                                     payments on the Initial
                                     Distribution Date -- within
                                     60 days after the Effective
                                     Date -- then on each
                                     Quarterly Tax Distribution
                                     Date in an aggregate amount
                                     equal to the allowed
                                     priority tax claim, together
                                     with interest at 3.5% per
                                     annum, over a period not
                                     exceeding 6 years after the
                                     assessment of claim.

                                 Estimated recovery: 100%

  1    Priority Claims           Paid in full, in cash

       Estimated amount: $0      Unimpaired

                                 Estimated recovery: 100%

  2    Secured Claims            Paid in full, in cash

       Estimated amount: $0      Unimpaired

                                 Estimated recovery: 100%

  3    Unsecured Pass-Through    Legal, equitable, and
       Employee Related Claims   contractual rights of the
                                 holders are unaltered by the
       $191 million of Claims    Plan.
       are estimated to be
       Allowed and outstanding.  Unimpaired

                                 Estimated recovery: 100%

  4    Workers' Compensation     Legal, equitable, and
       Claims                    contractual rights of the
                                 holders are unaltered by the
       Allowed Claims have       Plan.
       already been paid and
       continue to be paid as    Unimpaired
       they become due.
                                 Estimated recovery: 100%

  5    Intercompany Claims       Legal, equitable, and
                                 contractual rights of the
       No impact on all claims,  holders are unaltered by the
       as all consolidated       Plan.
       payments are based on
       the Debtors and Non-      Unimpaired
       debtor affiliates.
                                 Estimated recovery: 100%

  6    Asbestos PI-SE            Each Holder will:
       Claims
                                 (a) be paid in full by the
       Claim amount to be            Asbestos Trust under the
       determined by the             Asbestos Trust Agreement
       Court.                        and the PI-SE TDP.

                                 (b) complete an Asbestos PI
                                     Questionnaire or Claims
                                     Materials, and will choose
                                     to elect:

                                     * the Litigation Option; or
                                     * the Cash-Out Option.

                                     Failure to return the
                                     Questionnaire will result in
                                     an automatic election of the
                                     Litigation Option.

                                 Unimpaired

                                 Estimated recovery: 100%

  7    Asbestos PI-AO            Each Holder will:
       Claims
                                 (a) be paid in full, in cash by
       Claim amount to be            the Asbestos Trust from the
       determined by the             Asbestos PI-AO Class Fund;
       Court.
                                 (b) complete an Asbestos PI
                                     Questionnaire or Claims
                                     Materials, and will choose
                                     to elect:

                                     * the Litigation Option;
                                     * the Cash-Out Option; or
                                     * Registry Option.

                                     Failure to return the
                                     Questionnaire will result in
                                     an automatic election of the
                                     Litigation Option.

                                 Unimpaired

                                 Estimated recovery: 100%

  8    Asbestos PD Claims        Paid in full and processed,
                                 under the Asbestos Trust
       Claim amount to be        Agreement and the PD TDP.
       determined by the
       Court.                    Unimpaired

                                 Estimated recovery: 100%

  9    General Unsecured         Paid in full, plus postpetition
       Claims                    interest, for claimants entitled
                                 to accrue or be paid interest in
       Estimated amount is       a non- default situation at 85%
       $951 million as of        cash and 15% Parent Common Stock
       9/30/04, plus accrued
       interest through the      Impaired
       payment date.
                                 Estimated recovery: 100%

10    Equity Interests          Holders will retain interests
       in the Parent             provided that these will:

                                 * be subject to the Asbestos
                                   Trust funds and the Management
                                   Stock Incentive Plan; and

                                 * be restricted under
                                   the amendment of certificates
                                   of incorporation of the
                                   Debtors.

                                 Impaired

11    Equity Interests in       Legal, equitable, and
       Debtors Other than        contractual rights of the
       the Parent                holders are unaltered by the
                                 Plan.

                                 Unimpaired

                                 Estimated recovery: 100%

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Liquidation Analysis Under the Plan of Reorganization
-----------------------------------------------------------------
Section 1129(a)(7) of the Bankruptcy Code requires that even if a
plan is accepted by a class of creditors or equity interest
holders, the Bankruptcy Court must nonetheless determine that the
plan is in the "best interests" of any class of creditors or
equity interest holders that are impaired by the plan.  The "best
interests" test requires that the Bankruptcy Court find either
that:

   (i) all members of an impaired class have accepted the plan;
       or

  (ii) the plan will provide the holder of a claim or equity
       interest in a certain class a value distribution, as of
       the plan's effective date, that is at least equal to what
       the holder would receive in a hypothetical liquidation of
       the debtor under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 15, 2004,
W. R. Grace & Co. filed a Plan of Reorganization as well as
several associated documents, including a Disclosure Statement,
with the U.S. Bankruptcy Court in Delaware in connection with its
Chapter 11 reorganization proceeding.

The Debtors' Best Interests Analysis in the Plan shows that
holders of General Unsecured Claims would receive an estimated
distribution of 54% to 89% on their claims under a Chapter 7
liquidation while the holders would receive an estimated 100%
distribution under Chapter 11.

The Best Interests Analysis assumes that the Debtors' estates are
substantively consolidated solely for the purposes of the actions
associated with the confirmation and consummation of the Plan.
The Analysis assumes that the hypothetical Chapter 7 liquidation
is effected via the orderly sale of the business of the Debtors
and Non-Debtor Affiliates as going concerns.  Because the
asbestos channeling injunction provided for under the Plan would
not be available in a Chapter 7 liquidation, the value realized
from the orderly sale of the businesses in all likelihood would
be reduced as a result of a buyer's concern regarding the risk of
asbestos liability in the acquisition of assets.  Furthermore,
the lack of the asbestos channeling injunction may preclude an
orderly sale of the businesses as going concerns, in which case
an actual liquidation of assets would be required.  In that case,
values realized would be further reduced.

          Comparison of Chapter 11 Reorganization to
                     Chapter 7 Liquidation
                   (Unaudited, $ in millions)

                                      Chapter 11 Reorganization
                                      -------------------------
                                         Low            High
                                      ----------     ----------
Calculation of estimated net proceeds
available for allocation:
Estimated value of Reorganized Debtors
and Non-Debtor Affiliates                 $2,200         $2,600
Less: discount factor                          -              -
Less: taxes due in foreign command             -              -
                                      ----------     ----------
   Estimated proceeds from sale of
   businesses                             $2,200         $2,600

Plus other assets:
   Cash                                      448            458
   Fresenius Payment                         115            115
   Sealed Air Payment                        985            985
   Insurance recovery                        500            500
   Present value of projected use
   of tax assets                              50             70
                                      ----------     ----------
Estimated net proceeds available
for allocation                            $4,298         $4,728

Allocation of estimated net proceeds
to Secured, Administrative and
Priority Claims:
   Costs associated with Chapter 7
   liquidation                                 -              -
   Environmental Claims                      (15)           (15)
   Tax Claims                               (232)          (232)
   Other claims                              (59)           (59)
                                      ----------     ----------
                                          $3,992         $4,422

Allocation of estimated net proceeds
to General Unsecured Claims:
   Bank debt, capital leases,
   drawn letters of credit                  (610)          (610)
   Unsecured Pass-Through Employee
   Related Claims                           (191)          (191)
   Environmental Claims                     (330)          (330)
   Litigation Claims                         (10)           (10)
   Trade Claims                              (35)           (35)
   Other claims                             (150)          (150)
   Fresenius Indemnity Claim                   -              -
   PBGC Claim, net                             -              -
   Assumed asbestos liabilities           (1,689)        (1,689)
                                      ----------     ----------
Excess/(Shortfall)                          $977         $1,407
                                      ==========     ==========
Recovery to Holders of General
Unsecured Claims                            100%+          100%+

Value to Holders of Equity Interests        $977         $1,407


                                        Chapter 7 Liquidation
                                      -------------------------
                                         Low            High
                                      ----------     ----------
Calculation of estimated net proceeds
available for allocation:
Estimated value of Reorganized Debtors
and Non-Debtor Affiliates                 $2,200         $2,600
Less: discount factor                     (1,100)        (1,300)
Less: taxes due in foreign command           (68)           (63)
                                      ----------     ----------
   Estimated proceeds from sale of
   businesses                             $1,032         $1,237

Plus other assets:
   Cash                                      457            457
   Fresenius Payment                           -              -
   Sealed Air Payment                          -            827
   Insurance recovery                        472            500
   Present value of projected use
   of tax assets                               -              -
                                      ----------     ----------
Estimated net proceeds available
for allocation                            $1,961         $3,021

Allocation of estimated net proceeds
to Secured, Administrative and
Priority Claims:
   Costs associated with Chapter 7
   liquidation                               (53)           (37)
   Environmental Claims                      (15)           (15)
   Tax Claims                                (84)           (84)
   Other claims                              (68)           (68)
                                      ----------     ----------
                                          $1,742         $2,818

Allocation of estimated net proceeds
to General Unsecured Claims:
   Bank debt, capital leases,
   drawn letters of credit                  (517)          (517)
   Unsecured Pass-Through Employee
   Related Claims                           (191)          (191)
   Environmental Claims                     (323)          (323)
   Litigation Claims                         (10)           (10)
   Trade Claims                              (32)           (32)
   Other claims                             (150)          (150)
   Fresenius Indemnity Claim                (148)          (148)
   PBGC Claim, net                          (146)           (99)
   Assumed asbestos liabilities           (1,689)        (1,689)
                                      ----------     ----------
Excess/(Shortfall)                       ($1,464)         ($342)
                                      ==========     ==========
Recovery to Holders of General
Unsecured Claims                             54%            89%

Value to Holders of Equity Interests           -              -

A copy of the Debtors' Liquidation Analysis is available at no
charge at:

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

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WILLIAMS: Increases Common Dividend Five-Fold to 5 Cents Per Share
------------------------------------------------------------------
The Williams' Companies, Inc. (NYSE: WMB) board of directors
approved a regular dividend of 5 cents per share on the company's
common stock, payable on December 27, 2004, to holders of record
at the close of business on December 10, 2004.

"Our restructuring is nearly complete.  We've driven down our
debt. We've increased our cash flow from operations.  And we've
made disciplined investments in our businesses," said Steve
Malcolm, chairman, president and chief executive officer.

"Raising the dividend is another sign of our financial progress.
The board is confident in our cash flow and our ongoing ability to
increase shareholder value while continuing to improve our credit
ratings," Malcolm added.

The Board's declaration raises the dividend five-fold.  The
company previously had paid a penny per share since the third
quarter of 2002, when Williams reduced its dividend to conserve
cash.

Since late 2002, Williams has reduced its debt by more than
$6 billion.  Williams' businesses also have produced net cash from
operations of approximately $770 million in 2003 and $1.1 billion
for the first nine months of 2004.

                        About the Company

The Williams' Companies, Inc., through its subsidiaries, primarily
finds, produces, gathers, processes and transports natural gas.
The company also manages a wholesale power business.  Williams'
operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard.
More information is available at http://www.williams.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Moody's Investors Service raised the long-term debt ratings of The
Williams Companies, Inc. and its natural gas pipeline
subsidiaries.  Moody's raised Williams' senior implied rating to
Ba3 from B2 and its senior unsecured rating to B1 from B3.
Moody's raised the senior unsecured ratings of Northwest Pipeline
Corporation and Transcontinental Gas Pipe Line Corporation to Ba2
from B1.  Moody's affirmed Williams Production RMT Company's
ratings.  The outlook for Williams and its subsidiaries is stable.
This concludes Moody's review of Williams' ratings, which had
reflected progress the company had made in a number of areas
including operating performance, leverage and liquidity.  Moody's
also affirmed Williams' SGL-2 speculative grade liquidity rating,
which reflects our expectation of good liquidity for the 12 months
ending September 30, 2005.


WIND RIVER: S&P Assigns BB+ Rating to $9 Million Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wind River CLO I Limited/Wind River CLO I Corporation's
class A, B, C, and D floating- and fixed-rate notes and
composition obligation notes.

The preliminary ratings are based on information as of
November 17, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- The expected commensurate level of credit support in the
      form of subordination to be provided by the notes junior to
      the respective classes and by the subordinate notes and
      coverage test;

   -- The cash flow structure, which is subject to various
      stresses requested by Standard & Poor's;

   -- The experience of the collateral manager; and

   -- The legal structure of the transaction, which includes the
      bankruptcy-remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned

      Wind River CLO I Limited/Wind River CLO I Corporation

    Class                        Rating       Amount (mil. $)
    -----                        ------       ---------------
    A-1                          AAA                  365.00
    A-2                          AA                    23.00
    B-1 deferrable               A*                    25.00
    B-2 deferrable               A*                     7.00
    C-1                          BBB*                  15.00
    C-2                          BBB*                  12.00
    C-3**                        BBB                    8.00
    D                            BB+*                   9.00
    Subordinated note            N.R.                  47.50
    Composite obligations 1      BBB+***               10.00
    Composite obligations 2      BB+***                 5.00
    Composite obligations 3      BBB+                  18.00
    Composite obligations 4      BBB***                 8.00
    Composite obligations 5      BBB***                 8.00

      * The class B, C, and D notes will be deferred interest
        notes.

     ** The C-3 notes will be a zero coupon note.

    *** The preliminary ratings only address the repayment of
        principal and not of interest.

    N.R. - Not rated


Z-TEL TECH: Discloses Status on Outstanding Pref. Stock Offering
----------------------------------------------------------------
Z-Tel Technologies, Inc. (NASDAQ:ZTELC), parent company of Z-Tel
Communications, Inc., reported the current status of its
previously announced exchange offer of its common stock for all of
its outstanding classes and shares of preferred stock.

As of 12:00 noon, Eastern time, on November 17, 2004, Z-Tel had
received tenders of:

   -- 3,906,806 shares (98.24%) of its Series D Convertible
      Preferred Stock;

   -- 4,166,667 shares (100%) of its 8% Convertible Preferred
      Stock, Series E; and

   -- 168.5 shares (100%) of its 12% Junior Redeemable Convertible
      Preferred Stock, Series G.

Included in the amount of shares tendered are all of the shares of
preferred stock owned by The 1818 Fund III, L.P., the tender of
which is a condition to the consummation of the exchange offer.
Also included are 782,225 shares and 1,250,000 shares of Series D
Convertible Preferred Stock owned by Gramercy Z-Tel, L.P., and
Richland Ventures III, L.P., respectively, the two largest
shareholders of Series D Convertible Preferred Stock.

The Exchange Offer does not expire until 5:00 p.m., Eastern time,
on November 29, 2004, accordingly holders of shares of preferred
stock who have not yet tendered their shares and wish to do so
will have until the time to validly tender their preferred shares
to Z-Tel, which Z-Tel has offered to exchange as follows:

   -- For its Series D Convertible Preferred Stock, which as of
      September 27, 2004, 3,976,723 shares with a liquidation
      preference of $16.55 per share and a conversion price of
      $8.47 per share were outstanding, to exchange 25.69030
      shares of its common stock, for each share of its Series D
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share);

   -- For its 8% Convertible Preferred Stock, Series E, which as
      of September 27, 2004, 4,166,667 shares with a liquidation
      preference of $16.26 per share and a conversion price of
      $8.08 per share were outstanding, to exchange 25.24216
      shares of its common stock, for each share of its Series E
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share); and

   -- For its 12% Junior Redeemable Convertible Preferred Stock,
      Series G, which as of September 27, 2004 171.214286 shares
      outstanding with had a liquidation preference of $144,974.90
      per share and conversion price of $1.28 per share were
      outstanding, to exchange 161,469.4 shares of its common
      stock, for each share of its Series G Preferred Stock
      (representing an exchange price of approximately $0.898 per
      share).

The exchange offer is being made in reliance upon the exemption
from registration provided by Section 3(a)(9) of the Securities
Act of 1933 and is conditioned on:

     (i) receipt of the approval of Z-Tel's shareholders of
         certain matters to be voted upon at a special meeting to
         be called by Z-Tel; and

    (ii) the tender of all shares of preferred stock owned by The
         1818 Fund III, L.P.

The complete terms and conditions of the exchange offer are set
forth in the Offer to Exchange and Letter of Transmittal that has
been mailed to holders of the preferred stock.  Copies of the
Offer to Purchase and Letter of Transmittal may be obtained from
Z-Tel by contacting Andrew L. Graham, the Exchange and Information
Agent for the exchange offer, at (813) 233-4567.  Stockholders are
urged to read the Offer to Exchange and Letter of Transmittal
because they contain important information concerning the exchange
offer.

                        About the Company

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broadband telecommunications services.  All Z-Tel
products include proprietary services, such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively.  Z-Tel is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.  For
more information about Z-Tel and its innovative services, visit
http://www.ztel.com/

At September 30, 2004, Z-Tel Technologies' balance sheet showed a
$166,227,000 stockholders' deficit, compared to a $131,019,000
deficit at December 31, 2003.


* BOOK REVIEW: The Manipulated Society
--------------------------------------
Author:     Isadore Barmash
Publisher:  Beard Books
Paperback:  284 pages
List Price: $34.95

Order your personal copy at:
http://amazon.com/exec/obidos/ASIN/1587982277/internetbankrupt

Most other books on the inter-related subjects of how
organizations and individuals manipulate the media to create
distorted images and accomplish questionable ends treat these at a
superficial level or almost as a form of light, popular
entertainment.  The books take varied examples of such media
stories and images and compare what was reported or the images
created with true circumstances of the respective matter or
person.  These books are more or less simple analyses of how the
manipulation occurred, and they serve as cautionary tales to the
public about accepting all that they read or see in the media.
Barmash's "The Manipulated Society," by contrast reaches to a
deeper level than these other books.  Their aim is for individuals
to develop a skepticism and certain defensiveness with respect to
the skilled, dubious, and often unnoticeable manipulation, so
individuals will not be adversely affected by it.  But this merely
leaves an artificial situation involving the perpetrator of the
manipulation, the media, and the public. Most other books connote
that if the public realizes the manipulation that is going on, the
public, and society, is sufficiently safeguarded.  The
manipulation has been rendered harmless.  But with a keen moral
sense, Barmash takes the case farther than this.

Barmash is concerned not only with how the media is being
manipulated by public-relations people, advertisers, various
"spokespersons" and "talking heads" in the service of
corporations, politicians, celebrities, and other figures who seek
public attention or are thrust into it, but also with the effects
of this on basic social values and the subsequent fraying of the
social fabric necessary to keep the country strong and united.
"In a word, we are losing are values because our values are being
manipulated by others with specific, ulterior motives." The
"callousness" being formed in the public--the skepticism or
defensiveness urged by other critics--leads to "an almost complete
loss of credibility in not only all our communications' elements
but also in the various institutions of American society."  This
loss of credibility in central institutions such as government
bodies and large corporations is the more serious effect of the
manipulation of the media Barmash concentrates on which most other
media and social critics stop short of dealing with.

To illustrate the disorienting and corrupting effects of the media
manipulation whether it is uncritically taken in or commonly
accommodated when it is recognized, in places Barmash uses the
simple but effective technique of devising representative
individuals and putting them into familiar situations. Readers
will recognize themselves in these situations, which are like
short scenes in a TV drama or soap opera.  By seeing their
behavior, talk, and thoughts along with the author's commentary on
these, readers see what Barmash means by saying that basic values
are being jeopardized.  "A young man between the ages of twenty-
two and twenty-eight" deciding to get married is one such
representative character.  A mother with a young child is another.
Along with such imaginary characters, Barmash relates anecdotes or
interviews with actual persons in journalism, public relations,
and other areas of the media.  It is mainly by these techniques
using recognizable imaginary individuals and also familiar
individuals in the fields he is dealing with that Barmash
persuasively makes his central point about the relationship
between the ubiquitous manipulation of the media and the effects
of this in the lives of individuals.

If anything, "The Manipulated Society" is more relevant today than
when it was first published in 1974. Barmash's examples are still
familiar, though the names of the corporations and politicians
have changed. Barmash's analyses are seen as models for revealing
the media manipulations that have been followed by many other
critics.  The manipulations Barmash spoke against have become even
more sophisticated.  Some big media today are seen by many not
only as being manipulated, but as willing partners of those doing
the manipulating.  Thus Fox News is seen as more or less a house
organ of the Bush Administration; and PBS is seen as a platform of
liberals.  Yet despite the familiarity of the media and social
issues Barmash was one of the first to specify and criticize
almost three decades ago and the greatly increased influence of
the media, "The Manipulated Society" still stands out for the
clarity and depth of its analysis of the media manipulation
running through modern society.

Isadore Barmash has been a business and financial writer for the
"New York Times" for over twenty-five years; and has also written
in these areas for other domestic and international publications.


                           *********

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 ***