TCR_Public/041222.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 22, 2004, Vol. 8, No. 282

                           Headlines

ABITIBI-CONSOLIDATED: S&P Slices Corporate Credit Rating to BB-
ADELPHIA COMMS: Selling Supercable Interests to J. Anton for $3M
AGILENT TECHNOLOGIES: Moody's Revises Ratings Outlook to Stable
AMERICAN RESTAURANT: Moody's Withdraws Junk Ratings
AMERICAN WAGERING: Raises $2.2MM to Meet Gaming Board Regulation

AMES DEPARTMENT: Ashley Furniture Wins Bid for Leesport Property
ANDERSEN 2000 INC: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG: Eyes January Confirmation Ruling from Judge Robreno
AT&T CORP: Declares $0.2375 Per Share Regular Quarterly Dividend
ATA AIRLINES: Court OKs Southwest's Bid for Chicago-Midway Gates

AVAYA INC: Completes Redemption of Liquid Yield Option(TM) Notes
BALLANTRAE HEALTHCARE: Court Confirms Amended Joint Plan
BALTIMORE MARINE: Liquidating Agent Hires Navigant as Accountants
BANC OF AMERICA: Fitch Puts Low-B Ratings on 17 Cert. Classes
BROADVIEW HOSPITALITY: Case Summary & Largest Unsecured Creditors

CALICO COMMERCE: Makes Final Cash Liquidating Distribution
CALPROP CORP: $10.8M Equity Deficit Triggers Going Concern Doubt
CALPROP CORP: Chairman V. Zaccaglin Wants To Take Company Private
CAM CBO: Fitch Maintains Junk Rating on $29.4M Class C Notes
CARE CONCEPTS: Parties Agree to End Media Billing Transaction

CATHOLIC CHURCH: Spokane Wants to Hire Paine Hamblen as Counsel
CELL THERAPEUTICS: Selling 2.59 Mil. Common Shares at $7.10 Each
CHECKMATE STAFFING: Has Until April 4 to File a Chapter 11 Plan
CONSTELLATION BRANDS: Concurs with Partners to Forego Chalone Bid
CYPRESSTREE INVESTMENT: Fitch Affirms B- Rating on $57.5M Notes

DEL MONTE FOODS: Moody's Affirms Ba3 Senior Implied Rating
EASTMAN HILL: Fitch Holds Junk Ratings on Combos & Preferreds
EASYLINK SERVICES: Obtains $15 Million Senior Bank Loan
EB2B COMMERCE: Judge Blackshear Approves Disclosure Statement
EL COMANDANTE: Codere PR to Take Charge of Racing Operations

FEDERAL-MOGUL: Asks Court to Okay Waukesha Settlement Agreement
GALEY & LORD: Chapter 7 Trustee Hires Lamberth Cifelli as Counsel
GENOIL: Inks Agreement Eliminating All Secured Debt
GETTYSBURG RETIREMENT: Case Summary & Largest Unsecured Creditors
HEDSTROM CORP: U.S. Trustee Picks 7-Member Creditors Committee

HEDSTROM CORP: Creditors Committee Taps Piper Rudnick as Counsel
HEWETT'S ISLAND: Moody's Rates Class D Notes & Securities at Ba2
HILL CITY: U.S. Trustee Picks 7-Member Creditors Committee
HILL CITY: Committee Wants to Hire Heller Draper as Counsel
J.P. MORGAN: S&P Upgrades Ratings on Class F Certificates to B

JAFRA WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $62 Million
JOHN HUBLER NISSAN-SUZUKI: Voluntary Chapter 11 Case Summary
LATHAM MANUFACTURING: Moody's Rates $125M Sr. Sec. Debts at B2
LORAL SPACE: Subsidiary to Build Broadcast Satellite for EchoStar
MANUFACTURED HOUSING: Payment Shortfall Triggers S&P's D Rating

MBK PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
MISSISSIPPI CHEMICAL: Terra Industries Completes Acquisition
MORGAN STANLEY: S&P Junks Class M Mortgage Pass-Through Certs.
MOUNT CLEMENS: Fitch Affirms BB Rating on $82.8M Revenue Bonds
NEW FRONTIER: Case Summary & 20 Largest Unsecured Creditors

NEWAVE: Subsidiary Secures Fraud Protection with SquareTrade Pact
NORSKE SKOG: S&P Slices Corporate Credit Rating to BB- from BB
NORTHWESTERN: Paying $14.5M in Sec. Debt from Asset Sale Proceeds
OAO SEVERSTAL: S&P Says Bid for Stelco Unlikely to Proceed
OCTANE ENERGY: Hiring Financial Advisor to Review Alternatives

OSBORNE ENTITIES: Case Summary & 58 Largest Unsecured Creditors
PALADYNE CORP: Recurring Losses Trigger Going Concern Doubts
PANAMSAT: Moody's Reviewing Low-B & Junk Ratings & May Downgrade
PANDA-ROSEMARY: Moody's Reviewing Ba2 Rating & May Upgrade
PARMALAT USA: Liquidation Analysis Under the Chapter 11 Plans

PEACHTREE FRANCHISE: Moody's Junks $6.192 Million Class C Notes
PEGASUS SATELLITE: Judge Haines Okays Employee Retention Program
PLAINS EXPLORATION: Fitch Withdraws BB+ Rating on Senior Debt
PROVIDENCE RI: Fitch Revises Outlook on B Rating to Positive
PSEG ENERGY: Fitch Affirms BB Rating & Says Outlook is Negative

PSEG ENERGY: Moody's Affirms Ba3 Senior Unsecured Rating
PSEG ENERGY: S&P Revises Outlook on BB- Rating to Negative
SHILOH INDUSTRIES: Moody's Rates $175M Senior Secured Debt at Ba3
SOLUTIA INC: Has Exclusive Right to File Plan Until April 11
SOUTH STREET TAVERN: Case Summary & 7 Largest Unsecured Creditors

STAR GAS: Fitch Withdraws Single-B Ratings on Secured Debt
STELCO INC: Proofs of Claim Must be Received by January 31
TEMBEC INC: Weak Cash Flow Fear Prompts S&P to Cut Ratings to B
THINK AGAIN: Voluntary Chapter 11 Case Summary
TOUAX LEASE: Moody's Downgrades Rating on $33.5M Notes to Ba1

TRICO MARINE: Files Prepack Chapter 11 Petition in S.D. New York
TRICO MARINE: Case Summary & 4 Largest Unsecured Creditors
UAL CORP: Engineers Want to Intervene to Defend Interests
UAL CORP: U.S. Bank & L.A. Responds to Injunction Request
UNIVERSAL COMPRESSION: S&P Rates $1.3B Senior Secured Debts at BB

US AIRWAYS: Asks Court to Extend Removal Period to April 30
USG CORP: Provides Status Report on Asbestos PI Claims Estimation
VOICEIQ INC: Creditors & Shareholders Approve Plan of Arrangement
W.R. GRACE: Wants Judge Fitzgerald to Handle Asbestos Claim Issues
WINSTAR COMMUNICATIONS: SEC Revokes Securities Registration

YUKOS OIL: Wants to Employ Fulbright & Jaworski as Counsel
YUKOS OIL: Look for Bankruptcy Schedules & Statements by Feb. 12

* Upcoming Meetings, Conferences and Seminars

                           *********


ABITIBI-CONSOLIDATED: S&P Slices Corporate Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal, Quebec-based newsprint producer
Abitibi-Consolidated Inc. to 'BB-' from 'BB'.  At the same time,
all ratings outstanding, including those on subsidiary
Abitibi-Consolidated Co. of Canada, were lowered to 'BB-' from
'BB'.  The outlook is negative.

"The ratings action reflects our concern that Abitibi will not be
able to materially reduce debt through internally generated cash
flows in the next 12-24 months," said Standard & Poor's credit
analyst Daniel Parker.  "At even recent stronger newsprint prices,
Abitibi's existing debt load in relation to its ability to
generate cash is high for the ratings.  Of particular concern is
the company's ability to reduce debt before any pricing downturn,"
Mr. Parker added.  The appreciation of the Canadian dollar will
further hamper efforts to reduce debt.  For every one U.S. cent
appreciation of the Canadian dollar, EBITDA is negatively affected
by about C$30 million (net of hedging).

The ratings on Abitibi reflect its high debt levels, heavy
exposure to cyclical commodity-oriented groundwood papers, and
weak financial performance in the wake of highly unfavorable
industry conditions.  In the past five years the demand for
newsprint has declined by about 15% because of waning newspaper
readership, the infiltration of electronic media in the
dissemination of information and advertising, and the migration of
commercial printing to more value-added grades.  At Sept 30, 2004,
the company had debt of C$5.5 billion (adjusted for off-balance-
sheet financing) and net revenues of about C$5 billion over the
past 12 months.  These risks are partially offset by the company's
leading market position in newsprint and groundwood papers, and by
its competitive cost position in North America.

The negative outlook reflects concerns that the ratings could be
lowered further if the company does not demonstrate that it is
able to start reducing its current debt levels.  Standard & Poor's
believes that the company is poorly positioned financially to
weather a cyclical downturn.  The company does have some strategic
options, which provides a level of non-operational flexibility.


ADELPHIA COMMS: Selling Supercable Interests to J. Anton for $3M
----------------------------------------------------------------
Adelphia Communications Corp., Adelphia Communications
International, Inc., and other debtor-affiliates seek the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to sell certain shares of interests to Jorge Eljuri
Anton or to another person that submits a higher or otherwise
better offer, free and clear of all encumbrances pursuant to a
share purchase agreement.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
relates that Debtor Adelphia Communications International owns
about 20% of the interests in Supercable ALK Internacional, SA, a
Venezuelan joint venture.  Supercable Venezuela is among the
largest cable companies in Venezuela with 101,000 subscribers and
$50 million in annual revenues.  Since 1994, Adelphia has invested
around $3 million in Supercable Venezuela.  Ahmad Khamsi, the
founder and president of Supercable Venezuela, owns 60% of the
interests in Supercable Venezuela while Mr. Anton owns the
remaining 20%.

Moreover, the ACOM Debtors hold certain interests in two Colombian
joint ventures:

    * ACOM owns 1% of the interests of SuperCable
      Telecomunicaciones SA -- Supercable Colombia I; and

    * Adelphia holds 6% interest in SuperCable Colombia SA --
      Supercable Colombia II.

Adelphia also holds a 20% interest in Supercable Corporation, a
Delaware Corporation, which holds another 48% interest in
Supercable Colombia I.  Four other shareholders, including Messrs.
Khamsi and Anton, own the remaining interests in Supercable
Colombia I and Supercable Colombia II.  Supercable Colombia has
about 14,000 subscribers in Colombia and generated $6 million in
revenues in 2003.

In October 2003, due to declining economic and political
conditions in Venezuela and Colombia, the Debtors agreed to divest
their shares in Supercable Colombia, Supercable Corporation, and
Supercable Venezuela.

In February 2004, the Debtors, with their financial advisors,
commenced efforts to market the Shares.  As of November 22, 2004,
the Debtors have provided around 30 potentially interested parties
with an offering memorandum.  Mr. Shalhoub says that although the
Debtors received two indications of interest from third parties
other than Mr. Anton, the indications of interest significantly
undervalued the Shares and were unacceptable to the Debtors and
their Joint Venture partners.

Accordingly, the Debtors engaged in discussions and negotiations
with Mr. Anton who indicated an interest in purchasing the Shares
under the terms on which the Debtors would be willing to sell. As
a result of the negotiations, the Debtors negotiated a Share
Purchase Agreement with Messrs. Anton and Khamsi.

The Shares Purchase Agreement provides that in consideration of
the sale of the Shares, Mr. Anton will pay the Debtors $3,000,000
by wire transfer.  The Purchase Price will be allocated between
Adelphia and ACOM.

At Closing, Mr. Anton, acting on Supercable Venezuela's behalf,
will pay Adelphia $300,000 in respect of dividends previously
declared and ratified by Supercable Venezuela shareholders.

The sale of the Shares in accordance with the Shares Purchase
Agreement is supported by sound business justification, Mr.
Shalhoub asserts.  The Debtors determined that the consideration
for the Shares under the Purchase Agreement:

    -- exceeds all other offers made for the Shares; and

    -- is fair consideration for the assets being sold.

Mr. Shalhoub points out that the fairness of the purchase price
will be further tested because the Shares Purchase Agreement is
subject to higher or otherwise better offers.  If approved and
consummated, the sale of the Shares will enable the Debtors to
divest themselves of arguably high-risk investments in countries
experiencing significant political and economic unrest at a fair
and reasonable price.  Moreover, the cable systems owned by the
Joint Ventures are not integral or related to the operation of any
of the Debtors' going-forward businesses.

The Debtors do not believe that the Shares are subject to any
encumbrances.  Mr. Shalhoub assures the Court that to the extent
the Shares are encumbered, the Debtors will satisfy one or more of
the five subsections of Section 363(f) of the Bankruptcy Code.  
Furthermore, the Sale Order will provide that encumbrances, if
any, will attach to the net proceeds from the sale of the Shares
with the same force and effect as the liens previously had on the
Shares, subject to the Debtors' rights and defenses.

Accordingly, the Debtors submit that the sale of the Shares, free
and clear of any encumbrances, must be approved pursuant to
Section 363(f) of the Bankruptcy Code.

The Debtors additionally ask the Court to rule that Mr. Anton is
entitled to the protections provided by Section 363(m) of the
Bankruptcy Code in connection with his proposed purchase of the
Shares.

Section 1146(c) provides that:

    "[the] issuance, transfer, or exchange of a security, or the
    making or delivery of an instrument of transfer under a plan
    confirmed under section 1129 of this title, may not be taxed
    under any law imposing a stamp or similar tax."

Consistent with Section 105(a), the exemption from "stamp or
similar taxes" provided under Section 1146(c) has been broadly
construed by bankruptcy courts to include asset sales and
transfers that occur prior to confirmation of a chapter 11 plan.  
Accordingly, the Debtors seek the exemption of the proposed sale
from transfer taxes pursuant to and subject to the terms of
Section 1146(c).

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AGILENT TECHNOLOGIES: Moody's Revises Ratings Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Agilent
Technologies, Inc., and revised the rating outlook to stable from
negative.

Agilent has returned to operating profitability and positive cash
flow generation, which Moody's believes will be sustainable
through moderate cyclical swings.  Financial flexibility has been
restored through a demonstrably lower level of fixed costs, the
start of a more targeted approach to its markets, and increased
cash balances which have bolstered Agilent's liquidity cushion.
The following ratings were affirmed:

   * Senior implied rating of Ba2;
   * $1.15 billion senior unsecured convertible notes rated Ba2;
   * Senior unsecured issuer rating of Ba2.

Moody's also assigned a speculative grade liquidity rating of
SGL-1.

The ratings are supported by:

   (1) Agilent's strong market position in its core products;
   
   (2) elimination of near term liquidity concerns due to the
       return to positive cash flow and increase in cash balances;
       and

   (3) debt metrics which generally meet or exceed those of peers
       within their rating category.

Previous concerns about Agilent's underfunded pension and benefit
plans have been eased as the shortfall has been reduced by market
performance and contributions, but Moody's anticipates it will
still negatively impact cash and effective leverage for the near
future.

The ratings are constrained by:

   (1) Agilent's short and volatile history as an independent
       company;

   (2) the short duration of its "post-turnaround" phase and the
       expectation that long term strategic initiatives are still
       being developed; and

   (3) the lack of alternate liquidity besides cash balances.

Ratings also reflect the volatility in Agilent's end markets,
which:

   (a) could result in volatile sales growth and profit margins,
       or

   (b) could require unanticipated spending to remain competitive.

Revenue growth is likely to be flat to negative in key markets in
coming quarters because of continued market weakness and the
discontinuation of a low margin business in the semiconductors
products group.

Agilent's SGL-1 liquidity rating reflects very good liquidity
derived from cash balances of $2.3 billion at the end of FYE
October 2004, and the expectation that management will
consistently maintain cash balances above $1.8 billion.  Moody's
expects that Agilent will continue to generate positive cash flow
over the next twelve months as it continues to reap the benefits
of previous investments and restructuring activities.  Moody's
believes Agilent's cost structure has been reduced sufficiently to
allow cash flow to remain neutral or positive even in a modest
downturn scenario.  As a result of past spending on long-lived
systems and efforts to reduce assets and outsource manufacturing
processes, capex is likely to remain at diminished levels for the
near future.  Agilent has no near term maturities, and the ratings
reflect no expectation of large returns of cash to shareholders.

The rating outlook is stable despite strong debt metrics relative
to other companies at this rating level.  The rating is restrained
in part by Agilent's short, tumultuous history as an independent
company operating in volatile business segments.

Evidence that Agilent can sustain its current performance levels
through business cycles, that current levels of R&D investment and
capital expenditures are sufficient to maintain Agilent's market
position, and maintenance of prudent financial policies, could
drive ratings up over the medium term.  A change in financial
policy, such as initiation of a policy to return significant
amounts of cash to shareholders prior to satisfying a potential
put on the notes, could cause a downward revision in the rating or
outlook.  An increase in business risk or a change in Agilent's
competitive position or performance versus peers, which could
indicate an increase in pricing pressure, margin pressure, or
future investment, or a shift in market dynamics such as customer
credit quality or inventory obsolescence, could also cause
negative rating pressure.

Agilent's financial profile improved significantly over the past
year as it realized the benefits of its restructuring efforts
since 2001 to improve fundamental business processes.  For the
fiscal year ended October 2004, unadjusted EBITDA was positive for
the first time since FYE 2001, and GAAP EBIT was positive in each
of the four quarters of fiscal 2004.  Agilent reported $562
million of positive cash flow before financing transactions, and
ended the year with cash balances of $2.3 billion and
$1.15 billion of debt obligations.  Moody's anticipates that
Agilent will sustain the cost reductions, which drove margin
improvement and cash flow generation last year, and which provides
cushion against volatile sales levels.  ROA remained modest at
6.3% for 2004, but has the potential to improve to double digits
due to discontinued low-margin businesses and stabilization of the
second-half weakness of semiconductors and related equipment.

Moody's expects key leverage and debt protection measures to
remain near levels reached during FY 2004.  At the end of the
fiscal year, Agilent's debt to normalized EBITDA was 1.3 times
(versus 26 times for FY 2003), and net operating cash flow was
47% of funded debt.  Cash flow may experience some volatility
based on margin pressure, top line volatility, and changing
investment needs, but Moody's expects cash flow will stay above
40% of funded debt for the near term.

Agilent's financial policy has been defensive, which served the
company well during difficult times.  The $1.15 billion of
convertible notes can be put in December 2006.  The rating
incorporates the expectation that Agilent will maintain sufficient
cash on hand to repay the notes if they are not refinanced.   
Agilent's lack of a credit facility makes it entirely dependent on
its own cash balances to finance its operating and capital needs.

Agilent Technologies, Inc., headquartered in Palo Alto,
California, is a diversified technology company serving the
communications, electronics and life sciences industries.  
Revenues in fiscal 2004 were $7.2 billion.  Approximately 40% of
sales were derived from test and measurement, 41% from
semiconductor-related businesses and 19% from life sciences.


AMERICAN RESTAURANT: Moody's Withdraws Junk Ratings
---------------------------------------------------
Moody's Investor's Service has withdrawn all ratings on American
Restaurant Group, Inc.  The company filed for a Chapter 11
bankruptcy protection on September 27, 2004, as part of a
prenegotiated reorganization plan.  

Ratings withdrawn are as follows:

   * $161.8 million 11.5% senior secured note (2006) rating of
     Caa2,

   * Senior Implied rating of Caa2, and the

   * Issuer rating of Ca.

American Restaurant Group, Inc., with headquarters in Los Altos,
California, operates 93 steakhouses under the trade name "Stuart
Anderson's Black Angus" principally in the Western United States.
Revenue over the twelve months ending June 2004 was $276 million.


AMERICAN WAGERING: Raises $2.2MM to Meet Gaming Board Regulation
----------------------------------------------------------------
American Wagering, Inc., has minimum cash flow from operations and
exposure to a cash flow shortage due to the claims against the
Company resulting from certain state court actions and its chapter
11 Case.

The Gaming Control Board Regulation 22.040 Reserve Requirement
requires the Company have cash reserves of $2,200,000 to cover any
outstanding wagering liability such as unpaids, future tickets and
telephone account deposits.  To meet the Regulation's
requirements, the Company has obtained a $1,100,000 irrevocable
standby letter of credit collateralized by $1,100,000 in
certificate of deposits, which are classified in its balance sheet
as restricted cash.  Additionally, the Company's President and
Chief Executive Officer, Victor Salerno, has personally secured an
additional $1,100,000 irrevocable standby letter of credit to meet
the Gaming Control Board's total reserve requirement of
$2,200,000.  Mr. Salerno was paid $52,500 for his personal
guarantee.  In order to collateralize this irrevocable standby
letter of credit in the amount of $1,100,000, Mr. Salerno was
required to obtain a second mortgage on his personal residence in
the amount of $1,500,000.  An inability to increase the reserve as
necessary would have an adverse impact upon the Company including,
but not limited to, requiring a significant reduction in the
number of locations operated by the Leroy's subsidiary and
requiring a significant reduction in the handle (total amount
wagered).  

                      Going Concern Doubt

The Company's independent auditors, Piercy Bowler Taylor and Kern,
have indicated in their report dated April 15, 2004, on the
Company's most recent annual financial statements for the fiscal
year ended January 31, 2004, that they had substantial doubt as to
the Company's ability to continue as a going concern.

Headquartered in Reno, Nevada, American Wagering, Inc. --
http://www.americanwagering.com/main.html-- owns and operates a  
number of subsidiaries including, but not limited to, (1) Leroy's
Horse and Sports Place, which operates 47 race and sports books
licensed by the Nevada Gaming Commission, giving it the largest
number of books in the state; (2) Computerized Bookmaking Systems,
the dominant supplier of computerized sports wagering systems in
the state of Nevada; and (3) AWI Manufacturing (formerly AWI Keno)
is licensed by the Nevada Gaming Commission as a manufacturer and
distributor, and has developed a self-service race and sports
wagering kiosk.  The Company filed for chapter 11 protection on
July 25, 2003 (Bankr. D. Nev. Case No. 03-52529). Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts. When the Debtor filed for bankruptcy, it
listed $13,694,623 in total assets and $13,688,935 in total debts.


AMES DEPARTMENT: Ashley Furniture Wins Bid for Leesport Property
----------------------------------------------------------------
First Industrial Development Services, Inc., initially offered to
purchase the commercial real property of Ames Department Stores
and its debtor-affiliates located at Leesport, Ontelaunee Township
in Berks County, Pennsylvania, for $23,000,000.

Subsequently, the Debtors received offers from:

    (a) Ashley Furniture Industries, Inc.,

    (b) Equity Industrial Partners Corporation, and

    (c) FBE Limited.

At the Auction, Equity Industrial submitted a final bid of
$28,000,000 with a $3,000,000 deposit and a closing date on or
before February 28, 2005.

On the other hand, Ashley Furniture submitted a final offer of
$26,750,000 with a closing date on the next business day after the
Court approves its bid.

At the conclusion of the Auction, the Debtors, in consultation
with the Official Committee of Unsecured Creditors and Kimco
Funding, LLC, the Debtors' lender, have designated the Ashley
Final Bid as the best offer for the purchase of the Leesport
Property.

The Court finds Ashley Furniture's final offer as the best offer
and Equity Industrial's final offer as the second best offer.  
Accordingly, Judge Gerber authorizes the Debtors to sell the
Leesport Property to Ashley Furniture for $26,750,000.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and
Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil,
Gotshal & Manges LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed $1,901,573,000 in assets and $1,558,410,000
in liabilities. (AMES Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ANDERSEN 2000 INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Andersen 2000 Inc.
        306 Dividend Drive
        Peachtree City, Georgia 30269

Bankruptcy Case No.: 04-14155

Type of Business: The Company designs, manufactures and installs
                  complete incineration, pollution control and
                  heat recovery systems for hazardous materials,
                  infectious materials, radioactive materials and
                  municipal waste.  See
                  http://www.crownandersen.com/

Chapter 11 Petition Date: December 20, 2004

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: J. Robert Williamson, Esq.
                  J. Ashley Reynolds, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Lynn Whitsett Corporation     Trade Debt                $254,453
PO Box 18280
Memphis, Tennessee 38181
Attn: Bobby Lashley
Tel: (770) 428-8600
Fax: (770) 428-7444

Cembell Industries, Inc.      Trade Debt                $173,859
5417 Paris Road
Chalmette, Louisiana 70043

Group Engineers Malaysia SDN  Trade Debt                $106,574
Lot 280 Westwood
Jalan Tabuan
Kuching, Sarawak 93200

Lantec Far East SDN BHD       Trade Debt &               $66,782
                              Sales Rep Commissions

Harbison-Walker Refractories  Trade Debt                 $64,122

Citilegal LLC                 Legal-Arbitration          $62,081

Yusuf Bin Ahmed Kanoo         Sales Rep Commissions      $51,020

Refractory Techserve Pte Ltd  Trade Debt                 $49,829

Infinitech Ind Machinery Pte  Sales Rep Commissions      $47,970

Decker, Hallman, Barber &     Legal-Domestic             $33,926
Briggs

Singapore International       Legal-Arbitration          $33,536
Arbitration

Process Sales Company, Inc.   Sales Rep Commissions      $33,113

Pentad Associates, Inc.       Sales Rep Commissions      $24,320

Trotter Manufacturing Co.     Sales Rep Commissions      $21,556

Erichson Company, Inc.        Sales Rep Commissions      $21,371

Synertek Process Equipment    Sales Rep Commissions      $17,792

Arcom Technologies            Sales Rep Commissions      $17,527

Precision Systems, Inc.       Trade Debt                 $14,880

Astec Systems Group           Trade Debt                 $12,100

Dillon Enterprises, Inc.      Sales Rep Commissions      $11,106


ARMSTRONG: Eyes January Confirmation Ruling from Judge Robreno
--------------------------------------------------------------
On November 23 and December 15, 2004, U.S. District Judge Eduardo
Robreno held status conferences in Armstrong World Industries,
Inc.'s Chapter 11 case.  The agenda for the conference was how to
proceed with the case following the Bankruptcy Court's December
2003 proposed findings of fact and conclusions of law and its
proposed confirmation order for Armstrong's Plan of
Reorganization.

Judge Robreno replaced Judge Alfred Wolin as the U.S. District
Judge overseeing the matter earlier this year.  No proceedings in
the U.S. District Court had been held in Armstrong's case since
the status of the prior judge was challenged in a related case in
late 2003.

                 Creditors' Committee Complains

The Unsecured Creditors Committee raised objections to the
proposed confirmation order and wants to put more evidence into
the record that Judge Newsome didn't allow.  Specifically, the
Creditors Committee wants to introduce evidence about Congress
passing the FAIR Act and Armstong paying a lot less under that
legislation to resolve its asbestos-related liabilities.  Under
the current plan, commercial creditors recover about 60% of what
they're owed and $1.8 billion is allocated for asbestos claims.  
The FAIR Act could cut Armstrong's asbestos-related liability
payments to approximately $520 million.  

Allan J. Arffa, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, representing the Creditors, told Judge Robreno that Dr. Mark
Peterson's valuation of Armstrong's asbestos-related liability was
wildly inflated and Judge Newsome didn't allow the Committee's
expert, Dr. Letitia Chambers, sufficient time to present evidence
of much lower liability estimates.  

                     Company Supports Plan

"The Company continues to support Court approval of the Plan, but
it is unable to predict when and if it will be confirmed.  
Therefore, the timing and terms of a resolution of the Company's
Chapter 11 case remains uncertain," Armstrong World Industries'
Assistant Secretary Walter T. Gangl says in a recent regulatory
filing with the Securities and Exchange Commission.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges, LLP,
representing Armstrong, reminded Judge Robreno that the Committee
at some time expressed wholesale support for the plan it now
complains is replete with deficiencies.  Armstrong says the
Committee is manufacturing objections and its arguments couldn't
be more transparent or disingenuous.  

Judge Robreno indicated he would probably issue a ruling on the
Creditors Committee's objections to the Plan in January.

         Chesapeake, et al., Want Confirmation Postponed

Chesapeake Partners Management Co., D.C. Capital Partners, L.P.
and Glen Hill Capital -- as shareholders managing in excess of 10%
of AWI's common stock -- ask the Company's board of directors to
act to postpone the confirmation of the Plan so as to allow for
certain events to create more value for AWI's constituencies,
including its common stockholders.

According to Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, postponement of plan confirmation until
the end of the second quarter of 2005 is warranted in AWI's
Chapter 11 case because of:

    (a) the substantially improved prospects of the Fairness
        in Asbestos Injury Resolution Act of 2003 becoming law in
        2005;

    (b) the dramatic impact the litigation would have on creditor
        and shareholder recoveries in the Armstrong cases;

    (c) Judge Wolin's recusal in accordance with the reasoning of
        the United States Court of Appeals for the Third Circuit,
        as set forth in "In re Kensington Indus," 368 F. 3d 289
        (3rd Cir. 2004); and

    (d) the lack of harm to AWI's business or enterprise value as
        a result of continuing to operate in Chapter 11 through
        the middle of 2005.

Mr. Dunne asserts that the chances that the FAIR Act will receive
presidential signature and become law in the near term are greater
now than they have ever been.  As drafted, the FAIR Act would
result in an additional $1.0 to $1.3 billion in recoveries to
creditors and equity holders.  With this difference, the Debtors
could fully satisfy the claims of their unsecured creditors, which
currently it cannot, and provide a significant return to
shareholders, while still treating their asbestos personal injury
claimants in a fair fashion acceptable to Congress and providing
them with an established payment system and guaranteed award
values.

Remaining in Chapter 11 for an additional time period will cause
no significant harm to AWI, Mr. Dunne says.  The Shareholders
believe that the Board has a fiduciary duty to them, while
fulfilling its duties to other creditors, to ensure that the
Debtors' Plan does not prematurely and unnecessarily foreclose the
potential application and tremendous benefits of the FAIR Act in
AWI's case.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


AT&T CORP: Declares $0.2375 Per Share Regular Quarterly Dividend
----------------------------------------------------------------
AT&T's Board of Directors declared a regular dividend of $0.2375
per share, payable Feb. 1, 2005, to AT&T common shareowners of
record on Dec. 31, 2004.

The common share dividends will go to about 2.7 million
shareowners.

                        About the Company

AT&T Corp. (NYSE "T") -- http://www.att.com/-- has been known for  
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service affirmed AT&T Corporation's debt ratings
subsequent to the company's recent restructuring and headcount
reduction announcement.

Moody's affirmed these ratings:

   * Senior Implied Rating, Ba1
   * Senior unsecured debt, Ba1
   * Senior unsecured shelf, (P) Ba1
   * Short-term debt, NP
   * Liquidity Rating, SGL-1

The outlook is negative for all ratings.


ATA AIRLINES: Court OKs Southwest's Bid for Chicago-Midway Gates
----------------------------------------------------------------
ATA Holdings Corp. (ATAHQ), reported that the U.S. Bankruptcy
Court for the Southern District of Indiana granted approval for
Southwest Airlines' proposed acquisition of certain of ATA's
Chicago-Midway Airport lease rights.  The bid, which has the
backing of the Air Transportation Stabilization Board and ATA's
Official Committee of Unsecured Creditors, is subject to approval
by the City of Chicago.

Judge Basil Lorch III approved the transaction at a hearing held
yesterday, December 21, to confirm Southwest Airlines' bid as the
highest and best bid, and to authorize the transactions called for
in the bid.

"[Yesterday] marks a major step in our reorganization and
continuation as a leading low-fare carrier," said George
Mikelsons, Chairman, President and CEO of ATA.  "The court's
approval confirms that our arrangement with Southwest is the
optimal outcome for ATA, our employees, customers, the City of
Chicago and our stakeholders."

The Southwest Airlines agreement, secured just eight weeks after
ATA filed for reorganization, includes a total of $117 million in
commitments to ATA, with the transfer to Southwest Airlines of
lease rights to six gates and a maintenance hangar at Chicago-
Midway Airport for $40 million, $47 million in financing and an
investment of $30 million into ATA once it emerges from
bankruptcy, representing 27.5 percent of equity in a reorganized
ATA.  The proposed transaction would also create the first
significant codeshare agreement for both airlines, expected to
launch in early February on Chicago-Midway flights.  Codesharing
will allow each airline to transfer passengers to the other
airline on a single ticket.

The Southwest Airlines bid was selected by ATA upon conclusion of
an auction, which took place pursuant to authorization of the U.S.
Bankruptcy Court, in which ATA's Chapter 11 reorganization case is
pending.  Bidding at the auction were Southwest Airlines and
AirTran Airways, Inc.

                    Southwestern's Statement

"We are obviously pleased with [the] bankruptcy court approval,"
said Southwest Airlines CEO Gary Kelly.  "We have enjoyed working
with the ATA people, and we look forward to getting started on our
code sharing early next year.  I extend my congratulations to ATA
as it begins its restructuring process.  The real winners, of
course, are Customers traveling to and from Chicago Midway Airport
who will see more low-fare Southwest service and a continuing
presence from ATA."

Beyond the initial code share agreement at Chicago Midway Airport,
future code share connection opportunities are possible at: Las
Vegas, Seattle, Phoenix, Los Angeles International, and Orlando.
Criteria would include the ability to ensure efficient facilities
to accommodate passenger and baggage transfer between the two
airlines and the ability to provide convenient, viable connecting
schedules.

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.


AVAYA INC: Completes Redemption of Liquid Yield Option(TM) Notes
----------------------------------------------------------------
Avaya, Inc. (NYSE: AV), reported that at 5:00 p.m. on
December 20, 2004, $61,000 principal amount at maturity of the
company's Liquid Yield Option(TM) Notes due 2021 -- LYONs, which
represented all outstanding LYONs, were redeemed for cash.  

Holders will receive the redemption price of $545.67 per $1,000
principal amount at maturity of LYONs.  Since Avaya delivered to
holders its notice of redemption on November 18, 2004, holders of
$548.7 million principal amount at maturity of LYONs converted
their outstanding LYONs into 20,546,199 shares of Avaya common
stock pursuant to the terms of the indenture.  As provided in the
indenture, each $1,000 principal amount at maturity of LYONs was
exchangeable for 37.4437 shares of Avaya common stock.

Prior to the conversions and the redemption of the LYONs, Avaya's
diluted share count included 20,548,503 shares related to the
LYONs as required pursuant to SFAS 128.  Of these shares,
20,546,199 shares were issued in connection with the conversions
of the LYONs described above and will continue to be included in
Avaya's diluted share count in future periods and 2,284 shares
were related to LYONs redeemed for cash and accordingly, will be
excluded from Avaya's diluted share count in future periods.  An
aggregate of 20 fractional shares was cashed out in connection
with the conversion transactions.  Because the shares issued in
connection with the conversions of the LYONs were already included
in Avaya's diluted share count, the conversions of the LYONs will
not result in an increase in Avaya's diluted share count.

"The LYONs redemption and recent senior secured notes tender are
the latest steps in Avaya's longstanding financial strategy to
de-lever our balance sheet and strengthen our capital structure,"
said Garry K. McGuire, chief financial officer and senior vice
president, corporate development, Avaya.

Avaya said its total debt has been reduced to approximately
$370 million, substantially all of which it assumed in connection
with the company's recent acquisition of Tenovis GmbH & Co. KG.  
The assumed Tenovis debt includes $279 million related to an
accounts receivable securitization and $68 million of real estate
financing obligations.
    
                          About Avaya

Avaya, Inc., designs, builds and manages communications networks
for more than one million businesses worldwide, including more
than 90 percent of the FORTUNE 500(R).  Focused on businesses
large to small, Avaya is a world leader in secure and reliable
Internet Protocol telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya website: http://www.avaya.com/     

Liquid Yield Option(TM) Notes is a trademark of Merrill, Lynch &
Co., Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Standard & Poor's Ratings Services raised its rating on Basking
Ridge, New Jersey-based Avaya Inc.'s senior unsecured debt to 'B+'
from 'B' to reflect lower amounts of priority secured debt in
Avaya's capital structure.  On November 16, 2004, Avaya announced
it had successfully tendered for $271 million of its outstanding
$284 million of senior secured notes.  Avaya maintains access to
an undrawn $250 million senior secured credit facility, although
the senior unsecured debt holders would not be materially
disadvantaged.  The corporate credit rating is affirmed, with a
positive outlook.


BALLANTRAE HEALTHCARE: Court Confirms Amended Joint Plan
--------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, put his stamp of
approval on the Amended Joint Plan of Reorganization filed by
Ballantrae Healthcare, LLC, and the Official Committee of
Unsecured Creditors.  The Plan took effect on December 20, 2004.

Pursuant to the Plan, General Unsecured creditors, which include
general vendors and approximately 1,050 tort claimants, recover:

     a) a cash payment on a pro rata basis from a $1.1 million
        portion of certain settlement proceeds;

     b) a post-confirmation Debtor shareholder package in six
        reorganized Debtors; or

     c) a cash payment calculated on a pro rata basis from any
        recovery on account of avoidance actions.

The face amount of the damages asserted by these tort claimants is
approximately $71 million, which is at variance with the Debtor's
records.  

Ballantrae Healthcare, LLC is a nursing home operator.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 28, 2003 (Bankr. S.D. Tex. Case No. 03-33152).  David
Ellerbe, Esq., at Neligan, Tarpley, Andrews and Foley LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$23,555,239 in total assets and $39,243,335 in total debts.


BALTIMORE MARINE: Liquidating Agent Hires Navigant as Accountants
-----------------------------------------------------------------
Alan M. Grochal, the liquidating agent for Baltimore Marine
Industries, Inc.'s estate, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, to retain Navigant Consulting, Inc., as his accountant
and financial advisor.

Navigant Consulting is expected to:

     a) advise the Liquidating Agent with respect to accounting,
        financial, and operational issues related to the estate
        and proposed actions of the Liquidating Agent and other
        parties;

     b) assist the Liquidating Agent in the preparation of the
        estate's tax returns and other tax related filings;

     c) assist the Liquidating Agent in analyzing, and if
        appropriate, objecting to the claims of the Debtor's
        creditors and in negotiating with such creditors;

     d) analyze preferential transfers and advise in preference
        litigation;

     e) advise and assist the Liquidating Agent in monetizing all
        nonliquidated assets that the estate has taken title to
        pursuant to the Plan;

     f) assist the Liquidating Agent in making distributions to
        holders of allowed claims pursuant to and in accordance
        with the terms of the Plan;

     g) assist the Liquidating Agent with analyzing WARN act
        claims; and

     h) perform such other accounting, financial, and operating
        consulting services as may be required and are deemed to
        be in the interests of the estate in accordance with the
        Liquidating Agent's powers and duties as set forth in the
        Plan.

Michael T. Atkinson, a Director at Navigant, discloses rates of
the professionals at his Firm:

        Designation                   Rate
        -----------                   ----
    Managing Directors             $400 - $450
    Directors/Associate Directors  $300 - $390
    Managing Consultant            $220 - $325
    Senior Consultant              $220 - $250
    Analyst/Consultant             $170 - $240
    Administrative                         $80

To the best of the Liquidating Agent's knowledge, Navigant
consulting does not have any interest materially adverse to the
Debtor and its estate.

Baltimore Marine Industries, Inc.'s main line of business is ship
repair.  The Company filed for chapter 11 relief on June 11, 2003
(Bankr. Md. Case No. 03-80215).  Martin T. Fletcher, Esq., Cameron
J. Macdonald, Esq., and Dennis J. Shaffer, Esq., at Whiteford
Taylor & Preston L.L.P., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $10
million each.  The Court confirmed the Debtor's Joint Plan of
Liquidation on June 25, 2004, offering 36% recovery to General
Unsecured Creditors.


BANC OF AMERICA: Fitch Puts Low-B Ratings on 17 Cert. Classes
-------------------------------------------------------------
Fitch has taken rating actions on Banc of America -- BofA --
Mortgage Securities, Inc., mortgage pass-through certificates:

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2002-H Groups 1 & 2:

     -- Class A affirmed at 'AAA'.

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2002-J:

     -- Class A affirmed at 'AAA'.

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2002-K Groups 1 - 4:

     -- Class A affirmed at 'AAA'.

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2002-L Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-A Groups 1 - 4:

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

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-G Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-H Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-I Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-J Groups 1 - 4:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-K Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-L Groups 1 - 3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
      -- Class B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-1 Group 1:

     -- Class 1A affirmed at 'AAA';
     -- Class 1-B-1 upgraded to 'AAA' from 'AA';
     -- Class 1-B-2 upgraded to 'AA-' from 'A';
     -- Class 1-B-3 upgraded to 'A-' from 'BBB';
     -- Class 1-B-4 upgraded to 'BBB-' from 'BB';
     -- Class 1-B-5 upgraded to 'BB-' from 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-1 Group 2:

     -- Class 2A affirmed at 'AAA'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-2 Group 1:

     -- Class 1A affirmed at 'AAA'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-2 Group 2:

     -- Class 2A affirmed at 'AAA'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-4 Group 1:

     -- Class 1A affirmed at 'AAA'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-4 Group 2:

     -- Class 2A affirmed at 'AAA';
     -- Class 2-B-1 affirmed at 'AA';
     -- Class 2-B-2 affirmed at 'A';
     -- Class 2-B-3 affirmed at 'BBB';
     -- Class 2-B-4 affirmed at 'BB';
     -- Class 2-B-5 affirmed at 'B'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-6 Group 1:

     -- Class 1A affirmed at 'AAA'.
     
Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-6 Group 2:

     -- Class 2A affirmed at 'AAA'.

Banc of America Mortgage Securities, Inc. mortgage pass-through
certificates, series 2003-7:

     -- Class A affirmed at 'AAA'.
     
The upgrades, affecting approximately $50 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.  As of the
Nov. 26, 2004, distribution date, the credit enhancement for the
upgraded classes increased approximately 2.5 to 2.7 times the
original credit enhancement levels.  The pool factors (current
mortgage loans outstanding as a percentage of the initial pool)
ranged from 26% to 36% on these deals.

The affirmations, affecting approximately $6.5 billion of
outstanding certificates, are due to credit enhancement levels
consistent with future loss expectations.  The pool factors ranged
from 8% to 79% on these deals.

The collateral on these deals primarily consists of 15- to 30-year
fixed-rate and adjustable-rate mortgages secured by first liens on
one- to four-family residential properties.

Further information regarding delinquencies, losses and credit
enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/


BROADVIEW HOSPITALITY: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Broadview Hospitality Holdings, LLC
             400 West Douglas
             Wichita, Kansas 67202

Bankruptcy Case No.: 04-16882

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Wichita Hospitality Holdings, LLC          04-16883
      Wichita Realty, LLC                        04-16884

Type of Business: The Companies operates hotels.

Chapter 11 Petition Date: December 17, 2004

Court: District of Kansas (Wichita)

Judge:  Chief Judge Robert E. Nugent

Debtor's Counsel: Christopher W. O'Brien, Esq.
                  Robbins, Tinker, Smith & Tinker
                  200 East First Street, Suite 540
                  Wichita, Kansas 67202
                  Tel: (316) 263-6257
                  Fax: (316) 263-9136

                                     Total Assets   Total Debts
                                     ------------   -----------
Broadview Hospitality Holdings, LLC   $1M to $10M   $1M to $10M
Wichita Hospitality Holdings, LLC     $1M to $10M   $1M to $10M
Wichita Realty, LLC                   $1M to $10M   $1M to $10M

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Dean E. Norris, Inc.             Trade Debt              $60,000
4053 East Navajo
Wichita, Kansas 67210

Adams & Jones, Chtd.             Trade Debt              $50,000
155 North Market, Suite 600
PO Box 1034
Wichita, Kansas 67201-1034

Women's International            Trade Debt              $40,457
Bowling Congress
aka WIBC
5301 South 76th Street
Greendale, Wisconsin 53129

SBC                              Trade Debt              $32,408
PO Box 93017
Dallas, Texas 75393-0170

AT&T                             Trade Debt               $8,818

AWC Paint & Decoration Center    Trade Debt               $8,618

Auto Clerk, Inc.                 Trade Debt               $7,042

Cox Communications               Trade Debt               $6,197

Heartland Textile                Trade Debt               $6,187

Westar Energy                    Trade Debt               $5,661

Even-Temp of Wichita, Inc.       Trade Debt               $5,491

Kansas Gas Service               Trade debt               $5,290

Cintas, Inc.                     Trade Debt               $5,193

Blue Cross Blue                  Trade Debt               $5,078
Shield of Kansas

CableRep Advertising             Trade Debt               $4,978

Home Depo Commercial Credit      Trade Debt               $4,572

Kan-Tech, Inc.                   Trade Debt               $4,457

KABA ILCO, Inc.                  Trade Debt               $4,456

Aramark Uniform Services         Trade Debt               $4,252

SBC Smart Yellow Pages           Trade Debt               $3,399


CALICO COMMERCE: Makes Final Cash Liquidating Distribution
-----------------------------------------------------------
On Dec. 28, 2004, Calico Commerce, Inc., will make a $0.03 per
share second liquidating dividend to stockholders of record on
Aug. 26, 2003.  This final dividend represents the remaining
assets in the company, and the company expects to make no further
distributions to stockholders.

The liquidating dividend is being made pursuant to the terms of,
and in accordance with, the joint Plan of Reorganization filed by
Calico and its Official Committee of Equity Security Holders, and
approved by order of the United States Bankruptcy Court for the
Northern District of California, San Jose Division, Case No.
01-56101-MSJ, entered on Aug. 14, 2003, confirming the First
Amended Joint Plan of Reorganization (Dated June 30, 2003) filed
by Calico Commerce Inc. and the Official Committee of Equity
Security Holders appointed in the case.

Calico made an initial liquidating distribution on Dec. 18, 2003,
of $0.46 to each Calico stockholder of record as of Aug. 26, 2003,
based upon 39,417,057 shares of Common Stock outstanding as of the
Record Date.  Calico made a second liquidating distribution in May
2004 to its stockholders of record at the close of business on the
Record Date of $0.09 per share for each share of the company's
common stock that they owned.  In this final liquidating
distribution, the company's stockholders of record at the close of
business on the Record Date will receive $0.03 per share for each
share of the company's common stock that they owned.  Accordingly,
the total of all liquidating distributions paid by Calico to its
stockholders of record on the Record Date shall aggregate $0.58
per share.  The company's transfer agent, American Stock Transfer
& Trust Co., will be the distribution agent for purposes of
distributing this final $0.03 dividend.  The distribution will be
mailed to each stockholder (or, in certain circumstances, a
confirmation of credit to the stockholder's brokerage account) by
the transfer agent on or about Dec. 28, 2004.  All stockholders
much cash the checks sent to them in connection with this
distribution within 6 months or the funds will be void and
considered "unclaimed property" under the plan of reorganization.

After this final distribution of all remaining assets to creditors
and equity holders, and after entry of the final decree in the
bankruptcy case, the company expects to dissolve.

Calico Commerce filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code on Dec. 14, 2001, after executing an
agreement to sell substantially all of its operating assets to
PeopleSoft, Inc.


CALPROP CORP: $10.8M Equity Deficit Triggers Going Concern Doubt
----------------------------------------------------------------
During the nine months ended September 30, 2004, and the year
ended December 31, 2003, CalProp Corporation incurred net losses
of approximately $2.7 million and $15.1 million, respectively.  At
September 30, 2004, the Company has cumulative losses of
approximately $46.4 million, a stockholders' deficit of
approximately $10.8 million and diminishing financial resources.  
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

In order to obtain cash to continue the Company's operations and  
maintain viability as a going concern, most of the land held for  
development and an option to purchase property in Riverside
County, California either has been or may be sold instead of being
developed as originally intended.  Based on its agreements with
lenders, the Company believes that it will have sufficient
liquidity to finance its single remaining construction project
through 2005 using funds generated from operations and funds
available under its existing bank loan agreement for that project.

Management's plan with respect to managing cash flow includes
these components:

   (1) pay off debt that is coming due in 2004 and 2005,
   (2) minimize operating expenses, and
   (3) maintain control over costs.

With regard to debt coming due, management plans to pay off most
of the loans through cashflow from operations and expects to
extend any remaining related party loans until funds are made
available.  With regard to minimizing operating expenses,
management plans to achieve this by continuing to closely examine
overhead items.  Management anticipates that the funds generated
from operations and borrowings from its existing loan commitments
will be adequate to allow the Company to continue operations and
complete its only current residential development and construction
project in 2005.

The Company has decreased its portfolio of real estate holdings  
substantially over the last twelve months in an effort to reduce
its operations and repay debt in response to the Company's
weakened financial condition and resulting need to conserve cash.
The Company's Chairman of the Board and Chief Executive Officer,
who is also the Company's single largest stockholder, has proposed
to the Company's Board of Directors that they consider a
transaction in which he and certain other current stockholders
would become the Company's sole stockholders, with cash to be paid
to the Company's other stockholders.

Founded in 1961, Marina Del Rey, California-based Calprop
Corporation builds quality homes in some of the most desirable
communities in California and Colorado.


CALPROP CORP: Chairman V. Zaccaglin Wants To Take Company Private
-----------------------------------------------------------------
Victor Zaccaglin, CalProp Corporation's Chairman of the Board,
Chief Executive Officer and single largest stockholder, has
proposed to the Company's Board of Directors that the Company
become a privately held company.  As currently envisioned by Mr.
Zaccaglin, the transaction would involve a tender offer for
outstanding Company common stock by a corporation to be formed by
Mr. Zaccaglin and to which certain other existing Company
stockholders would contribute their Company shares, followed by a
merger of that corporation with the Company in which cash would be
paid at the same amount per share as that paid in the tender offer
for any publicly held Company shares not tendered in the tender
offer.  Mr. Zaccaglin and the other stockholders expected to
participate in the merger currently own approximately 83% of the
Company's outstanding shares.  No specific price has been proposed
by Mr. Zaccaglin for the acquisition of the Company's publicly
held shares and there is no assurance that any transaction will
actually be commenced or completed.

The Company has retained Duff & Phelps, LLC, to provide financial
advice to the Company in connection with its consideration of a
possible transaction and to provide its opinion with respect to
whether any specific transaction that may ultimately be proposed
by Mr. Zaccaglin is fair to the Company's public stockholders from
a financial point of view.

Mr. Zaccaglin's proposal and the Board of Director's consideration
of that proposal are prompted by the Company's deteriorating
financial condition, the substantial continuing costs that will be
incurred if the Company remains a publicly traded company and
uncertainty regarding the Company's continuing viability on a
long-term basis unless it obtains additional equity capital.

                      Going Concern Doubt

During the nine months ended September 30, 2004, and the year
ended December 31, 2003, CalProp Corporation incurred net losses
of approximately $2.7 million and $15.1 million, respectively.  At
September 30, 2004, the Company has cumulative losses of
approximately $46.4 million, a stockholders' deficit of
approximately $10.8 million and diminishing financial resources.  
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                       About the Company

Founded in 1961, Marina Del Rey, California-based Calprop
Corporation builds quality homes in some of the most desirable
communities in California and Colorado.


CAM CBO: Fitch Maintains Junk Rating on $29.4M Class C Notes
------------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by CAM CBO I.
These affirmations are the result of Fitch's review process and
are effective immediately:

     -- $37,521,168 class A notes 'AAA';
     -- $21,000,000 class B notes 'B+';
     -- $29,453,255 class C notes remain at 'C'.

CAM CBO is a collateralized debt obligation -- CDO -- managed by
Conning Asset Management, which closed Nov. 13, 1998.  CAM CBO is
composed of mainly high yield bonds.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward. In
addition, Fitch Ratings conducted cash flow modeling utilizing
various default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since Dec. 12, 2003, the collateral has continued to perform.  The
class A overcollateralization -- OC -- ratio has increased from
142.3% as of Dec. 12, 2003, to 178% as of the trustee report dated
Oct. 29, 2004, while class B OC ratio has increased from 106.3% to
114.1% over the same period.  According to the trustee report, CAM
CBO's defaulted assets represented 24.1% of the $82.9 million of
total collateral and eligible investments.  Assets rated 'CCC+' or
lower represented approximately 27.1%, excluding defaults.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B and C notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A , class B and class C
notes still reflect thSe current risk to note holders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, and also available at Fitch's
web site.


CARE CONCEPTS: Parties Agree to End Media Billing Transaction
-------------------------------------------------------------
Interactive Brand Development, Inc. (AMEX:IBD) (f/k/a Care
Concepts I, Inc.) disclosed that its agreement to acquire Media
Billing Company, LLC, and its wholly owned subsidiary, Internet
Billing Company LLC, from PHSL Worldwide Inc. will be mutually
terminated by the parties.

"Principally as a result of public policy concerns expressed by
the American Stock Exchange, we believe it to be in the best
interest of IBD, and thus our shareholders, to terminate our
agreement with PHSL.  The termination is mutual and has no effect
on our recently completed acquisition of 39.5% of Penthouse Media
Group, Inc.," said Steve Markley, IBD's Chief Operating Officer.

As reported in the Troubled Company Reporter on Sept. 28, Care
Concepts I, Inc., rescinded the closing of its acquisition of
Media Billing Company, LLC, and its wholly owned subsidiary
Internet Billing Company, LLC, that was purchased from Penthouse
International, Inc., in August 2004.  On Sept. 20, 2004, the
Company received a notice from the AMEX of its intention to delist
the Company's Common Stock from trading on the exchange, pending a
hearing requested by the Company.  By agreeing to rescind the
closing of the iBill acquisition unless and until the Company has
satisfactorily resolved all listing eligibility issues and
receives all necessary AMEX approvals related to the iBill
transaction, the staff of the AMEX has agreed to withdraw its
notice of intent to de-list the Company's securities.  There can
be no assurance that the Company will be able to satisfactorily
resolve all listing issues or that it will receive all such AMEX
approvals associated with the iBill transaction.

             About Interactive Brand Development, Inc.

Interactive Brand Development, Inc., (AMEX:IBD) is a media and
marketing holding company with significant consumer brand
investments.  The company owns interests in animation brands;
adult entertainment brands; and in online auctions.  The Company's
brand investments include Penthouse Media Group (PMG), publisher
of Penthouse Magazine, a brand-driven global entertainment
business founded in 1965 by Robert C. Guccione.  PMG's flagship
PENTHOUSE(TM) brand is one of the most recognized consumer brands
in the world and is widely identified with premium entertainment
for adult audiences.  PMG is operated by affiliates of Marc Bell
Capital Partners, LLC as a global multimedia company encompassing
Internet distribution through multiple websites, video production,
broadcast, clubs and product licensing.

                     Auditors Express Doubt

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


CATHOLIC CHURCH: Spokane Wants to Hire Paine Hamblen as Counsel
---------------------------------------------------------------
According to Bishop William S. Skylstad of the Diocese of
Spokane, it is critical for the Diocese to be represented by
counsel who have significant bankruptcy experience and expertise
in large and complex Chapter 11 cases and who are members of law
firm, which has specific expertise in other practice specialties
that will be needed in the Diocese's Reorganization Case.  This
includes corporate law, non-profit law, trust law, probate law,
finance and commercial law, real estate law and personal injury
and insurance defense law.

Bishop Skylstad explains that Spokane will need legal services
regarding:

   (a) the evaluation of legal issues relating to the question of
       what constitutes property of the estate of Spokane;

   (b) the evaluation of real property issues and related
       ownership issues;

   (c) the evaluation of personal property issues and related
       ownership issues;

   (d) the evaluation of the relationship between the Bankruptcy
       Code, the law governing the corporation sole structure and
       the laws governing the workings of a roman Catholic
       diocese;

   (e) potential First Amendment issues;

   (f) the evaluation of the relationship between the Bankruptcy
       Code, the laws governing the corporation sole structure
       and the laws governing the workings of a Roman Catholic
       Church.

Spokane seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Washington to employ Paine, Hamblen, Coffin,
Brooke & Miller, LLP, as general restructuring counsel for its
Chapter 11 case, effective as of December 6, 2004.

Paine Hamblen is a general practice firm, which dates back to
1893.  It has 65 lawyers specializing in a multitude of practice
areas including bankruptcy, healthcare, energy, tax and probate,
labor and employment, corporate finance, securities,
environmental, banking, real estate and litigation.  Paine
Hamblen's bankruptcy section has substantial experience in
providing representation in bankruptcy cases and has provided
representation on several large bankruptcy cases.

Bishop Skylstad relates that Paine Hamblen has been representing
Spokane since 2002 and is familiar with Spokane's structure and
its business affairs.  The firm has developed a significant
knowledge base regarding the Diocese, its various property
interests and the claims which have been asserted against it.

Bishop Skylstad discloses that Spokane paid Paine Hamblen a
$200,000 retainer, which has been deposited in a segregated trust
account at Inland Northwest Bank in Spokane.  In addition to the
retainer, Paine Hamblen has reserved the right to request monthly
post-filing additions to the Retainer for $75,000.  The additional
monthly contributions would commence in January 2005 and will be
subject to upward or downward adjustment, based on the level of
activity of the Reorganization Case.

The Retainer is in advance against fees for services to be
rendered and costs to be incurred by Paine Hamblen.  Paine
Hamblen will have the right, in its sole discretion to:

   (a) apply the Retainer wholly or partially to pay its
       allowed professional compensation and expense
       reimbursements; or

   (b) obtain the payment from Spokane's available assets.

Any portion of the Retainer that exceeds the amount of all fees
earned and costs incurred and approved by the Court by Paine
Hamblen will be refundable.

The firm will be paid based on its professionals' hourly rates:

        Partners     $175 - $250
        Associates   $120 - $200
        Paralegals    $65 - $125

Paine Hamblen will not seek further payment from Spokane's
insurers for any defense-related services it provides for the
Diocese after the filing without prior Court approval, Bishop
Skylstad says.

Shaun M. Cross, a partner at Paine Hamblen, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code as modified by Section 1107.  In
addition, Paine Hamblen does not hold any interest adverse to
Spokane.

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.  

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 Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CELL THERAPEUTICS: Selling 2.59 Mil. Common Shares at $7.10 Each
----------------------------------------------------------------
Cell Therapeutics, Inc., (Nasdaq: CTIC; Nuovo Mercato) has agreed
to sell approximately 2,586,000 shares of its common stock to
several institutional investors in a registered direct offering at
a negotiated price per share of $7.10.

The shares of common stock in this offering are being issued under
an existing shelf registration statement on Form S-3, which was
declared effective by the Securities and Exchange Commission on
March 22, 2004.  A prospectus supplement related to the offering
will be filed with the U.S. Securities Exchange Commission.  
Copies of the prospectus supplement may be obtained directly from:

               Cell Therapeutics, Inc.
               501 Elliott Avenue West
               Suite 400
               Seattle, Washington 98119
               Attention: Investor Relations

                  About Cell Therapeutics, Inc.

Headquartered in Seattle, Cell Therapeutics, Inc. --
http://www.cticseattle.com/-- is a biopharmaceutical company  
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

At Sept. 30, 2004, Cell Therapeutics' balance sheet showed a
$51,719,000 stockholders' deficit, compared to a $82,542,000
deficit at Dec. 31, 2003.


CHECKMATE STAFFING: Has Until April 4 to File a Chapter 11 Plan
---------------------------------------------------------------
Checkmate Staffing, Inc., and its debtor-affiliates sought and
obtained an extension until, April 4, 2005, from the U.S.
Bankruptcy Court for the District of Delaware to file a plan of
reorganization.

On June 18, 2004, the Debtor sold substantially all of its assets
to New Staff, Inc., for $4,133,835.  New Staff paid an initial
$500,000 with the remaining balance to be paid over a one-year
period in quarterly installments.  After the first installment
payment was made, New Staff raised issues concerning the sale and
payment under the note.

The Court understands that while the Debtors are trying to resolve
the sale and payment issues, they don't have sufficient funds to
proceed with the plan confirmation process.

Headquartered in Orange, California, Checkmate Staffing Inc., --
http://www.checkmatestaffing.com-- is a provider of staffing  
services in the U.S. and abroad to clients such as Home Depot and
J. C. Penney.  The Company filed for chapter 11 protection on
December 29, 2003, (Bankr. C.D. Calif. Case No. 03-19318).  Marc
J. Winthrop, Esq., at Winthrop Couchot represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from their creditors, they listed $50 million in total
assets and $100 million in total debts.


CONSTELLATION BRANDS: Concurs with Partners to Forego Chalone Bid
-----------------------------------------------------------------
Constellation Brands supports the decision made by its joint
venture partners, Domaines Barons de Rothschild (Lafite) and
Huneeus Vintners LLC, not to match a competing offer submitted for
the purchase of The Chalone Wine Group, Ltd. (Nasdaq: CHLN) at
$14.25 per share.

"We are disciplined buyers and see no reason to bid up the price
of Chalone," commented Richard Sands, Constellation Brands
chairman and chief executive officer.  "There are many other
opportunities that we can explore with our joint venture partners,
and we will.  It is our desire to work together with our long-time
friends at Huneeus Vintners, as well as our new friends at DBR, to
create a new California fine wine portfolio in the near future."

On Oct. 30, 2004, DBR signed a merger agreement with The Chalone
Wine Group to purchase the latter for $11.75 per share, which was
approved by the Chalone board of directors, following a
recommendation for such approval by the special committee of
independent directors formed to review and evaluate the proposed
offer.  The offer would have resulted in DBR taking Chalone
private and the subsequent formation of a joint venture with
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) and Huneeus
Vintners LLC, to produce fine California wines.

DBR, owned by the Rothschild family and Chateau Lafite Rothschild,
owns and operates a prestigious set of wine properties in France,
Chile, Portugal and Argentina, which produce and sell a selection
of ultra premium and luxury wines.

Huneeus Vintners LLC, owned by The Huneeus Family, and founded by
Agustin Huneeus, is a privately held wine company in Napa,
California, owning the Quintessa Estate and other vineyard
properties.  Agustin Huneeus has based his successful career in
the wine industry on his belief that "Great wines are a reflection
of place."  He and his wife Valeria purchased the 280-acre
Quintessa property in 1990 and developed Quintessa into a world-
class wine estate.

                        About the Company

Constellation Brands, Inc. -- http://www.cbrands.com./-- is a  
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Constellation Brands is also the
largest fine wine company in the United States.  Well-known brands
in Constellation's beverage alcohol portfolio include: Corona
Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr.
Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville
Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist,
Stowells and Blackthorn.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s proposed $2.9 billion senior secured credit
facility from which the proceeds will be used to finance the
approximately $1.4 billion purchase of The Robert Mondavi
Corporation (no debt rated by Moody's) announced in November 2004.  
The secured debt rating is one notch lower than the Ba1 rating for  
Constellation's existing $1.2 billion facility due to the
substantial amount of incremental debt and the reduction in excess
collateral coverage in a distress scenario.  Concurrent with the
rating assignment (and prospective withdrawal of the existing
secured debt rating), Moody's confirmed Constellation's existing
ratings and assigned a stable ratings outlook.  These rating
actions conclude the review for possible downgrade initiated on
November 9, 2004.  Constellation's Speculative Grade Liquidity
rating of SGL-1, denoting very good liquidity, is unaffected by
the rating actions and will be revisited after the completion of
the proposed acquisition and financings.


CYPRESSTREE INVESTMENT: Fitch Affirms B- Rating on $57.5M Notes
---------------------------------------------------------------
Fitch Ratings upgrades two classes of notes and affirms one class
of notes issued by CypressTree Investment Partners I, Ltd., a
revolving cash-flow collateralized debt obligation -- CDO:

     -- $48,920,526 class B-1 notes upgraded to 'AAA' from 'AA';
     -- $56,564,359 class B-2 notes upgraded to 'AAA' from 'AA';
     -- $57,500,000 class C notes affirmed at 'B-'.

Fitch conducted detailed analysis of CypressTree and its
underlying collateral.  As of the most recent trustee report dated
Oct. 29, 2004, CypressTree had 33.21% in assets rated 'CCC+' or
below.  Since the date of the last rating action in November 2003,
the credit quality of the collateral pool has improved from an
average rating of 'B-/CCC+' to 'B-.'  As a result of this and
other analysis, Fitch has determined that the ratings previously
assigned to the class B notes merit an upgrade, while the class C
notes still reflect the current risk to investors.

According to the most recent trustee report, all
overcollateralization -- OC -- and interest coverage -- IC --
tests continue to pass their test levels.  The senior OC and IC
test ratios (class A/B OC and IC tests) are at 179.38% and 264.23%
respectively, versus a minimum trigger of 119% and 130%
respectively, while the total OC and IC ratios (class C OC and IC
tests) are at 116.09% and 155.22% respectively versus minimum
triggers of 109% and 125% respectively.  

For purposes of calculating the OC and IC tests, par haircuts are
applied to defaulted assets depending on the type of collateral
asset defaulted. In addition, the fixed-rate assets have a
weighted average coupon -- WAC -- of 8.27%, and the floating-rate
assets have a WAS of 2.96%.  The average life of the portfolio is
3.33 years.

The ratings of the class B notes address the likelihood that
investors will receive timely payment of interest and ultimate
payment of principal, as per the governing documents.  The ratings
of the class C notes address the likelihood that investors will
receive ultimate payment of interest and ultimate payment of
principal, as per the governing documents.

CypressTree, which closed in August 1997, is a cash-flow CDO
managed by CypressTree Investment Partners.  CypressTree is
composed of primarily U.S. high yield senior secured loans, U.S.
high yield senior unsecured bonds and emerging market sovereign
debt securities.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and its
portfolio management strategy.

CypressTree is a revolving transaction with the reinvestment
period having ended in October 2002.  Under the terms of the
Indenture, the asset manager is restricted in their ability to
sell collateral assets, and may only do so once an asset has been
declared defaulted by a rating agency.  CypressTree is further
restricted from executing amendments on any of the collateral debt
securities.  The class B notes are amortizing as they are the most
senior remaining in the capital structure.

CypressTree Investment Management Company, Inc., was formed in
1988 as an independent investment management firm focused
exclusively on the non-investment grade loan and high yield bond
asset classes.  The firm and affiliated companies have a 15-year
track record managing a cumulative total of $4.6 billion in loan
and high yield bond portfolios.  CypressTree manages investment
programs for institutional clients including banks, insurance
companies, pension plans and endowments.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  


DEL MONTE FOODS: Moody's Affirms Ba3 Senior Implied Rating
----------------------------------------------------------
Moody's Investors Service downgraded Del Monte Foods Company's
speculative grade liquidity rating to SGL-2 from SGL-1 due to the
scheduled tightening of financial covenants in July 2005.  The
SGL-2 rating indicates good liquidity.  Moody's also affirmed Del
Monte's Ba3 senior implied rating and stable outlook.

Moody's expects Del Monte to generate significant free cash flow
over the next twelve months, which the company could direct to
term debt repayment, share repurchases, and acquisitions.  Due to
seasonality, the company relies on its revolver on an interim
basis during the year, with utilization typically at a low in
May/June and peaking in September/October, during the harvest and
packing season, after which utilization quickly decreases.  Del
Monte's $300 million revolving credit commitment provides an
adequate cushion of unused revolver availability to meet peak
working capital needs.  The SGL rating could be raised again if
additional debt paydown and earnings improvement enhance covenant
cushions under the tighter required levels beginning in July 2005.   
Given the seasonal nature of its cash flow, the company's
maintenance of a solid liquidity position is an important factor
for its long-term ratings and outlook (Ba3 senior implied with a
stable outlook).

Del Monte generates relatively stable and predictable operating
cash flow.  The company benefits from product diversity across
several food categories with relatively stable consumption trends,
well-known brands, and leading shares in most of its product
categories.  Operating cash flow after capital spending (about
$188 million in the LTM ending 10/31/05) is expected to remain
strong despite cost pressures.  Required debt amortization is
limited over the next twelve months ($6 million).  Working capital
will be a material source of cash in the next six months, but the
company's working capital is highly seasonal due to the annual
crop cycle, so the company will likely need to draw on its
revolver in the autumn to fund a seasonal working capital build.   
At 1/25/04, $142 million was drawn under the revolver and about
$50 million of the commitment was utilized for letters of credit,
leaving over $100 million of availability at seasonally high time
of usage.  The $300 million revolver matures in 2008.  The
company's cushion under financial covenants has been comfortable,
but covenants tighten in F1Q06 (ending July 2005), which would
leave a narrower cushion unless debt is paid down and earnings
increase.  Del Monte's business diversity provides some scope to
sell assets without impairing remaining assets and enterprise
value, but the assets are largely encumbered.

Del Monte Foods Company, with revenues of $3.2 billion, has
headquarters in San Francisco, California.  The company's senior
implied rating is Ba3 with a stable outlook.


EASTMAN HILL: Fitch Holds Junk Ratings on Combos & Preferreds
-------------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Eastman Hill
Funding I, Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

     -- $452,018,749 class A-1FL 'AA';
     -- $8,828,491 class A-1FX 'AA';
     -- $460,847,241 class A-2 IO 'AA';
     -- $10,000,000 class A-3 'BBB';
     -- $26,465,343 class B-1 'B'
     -- $25,000,000 combination securities remain at 'CC';
     -- $17,875,000 subordinate preference shares remain at 'C'.

Eastman Hill is a collateralized debt obligation -- CDO -- managed
by Trust Company of the West -- TCW -- which closed July 2, 2001.
Eastman Hill is composed of investment grade corporate, leveraged
loans, high yield bonds and residential mortgaged backed
securities.  

Included in this review, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.  As a result of this analysis, Fitch has determined
that the current ratings assigned to the all classes still reflect
the current risk to noteholders.

Since the last rating action, the collateral has slightly
improved, as a result of the TCW's decision to rotate into agency
RMBS (Fannie Mae and Freddie Mac) securities from investment grade
corporates.  The weighted average rating factor -- WARF -- has
decreased to 20 ('BBB-') from 21 ('BBB-').  

The class A-1 par value test -- PVT -- and class A-3 PVT have
increased to 109.4% and 107.1% as of the trustee report dated
Oct. 29, 2004, from 108.9 % and 106.9% as of the last date of
May 30, 2003.

The class B-1 PVT has decreased to 98.4% from 99.1% and remains
below the trigger level of 100.3%. As of the most recent trustee
report available, Eastman Hill's defaulted assets represented 2.5%
of the total collateral and eligible investments.  Assets rated
'CCC+' or lower represented approximately 4.8%, excluding
defaults.

In May 2004 TCW amended the transaction to reduce the notional
amount of it swap schedule.  Despite this reduction, Eastman Hill
is still considerably over-hedged and continues to suffer from the
low interest rate environment.  There was an insufficient amount
of interest proceeds available on the June 30, 2004, distribution
dates to pay current class A-1, A-2 and A-3 note interest from the
interest waterfall.  Principal proceeds of $156,381 were used to
remedy this shortfall.  

On the Sept. 30, 2004, distribution there was sufficient interest
collections to pay class A-1, A-2 and A-3 current interest.  The
class B-1 note balance has capitalized as a result of insufficient
interest or principal collections on the last three payment dates.  
As of Sept. 30, 2004, the capitalized interest is $2,465,343.

The ratings on class A-1FL, A-1FX and A-3 address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class A-3 notes does not address the distribution of the class A-3
Step-Up Interest Distribution Amount.  The ratings of the class B-
1 notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.  

This rating of the class B-1 does not address the distribution of
the class B-1 Step-Up Interest Distribution Amount.  The ratings
of the subordinated preference shares address the likelihood that
investors will receive their stated balance of principal by the
legal final maturity date.  The rating of the Class A-2 Interest-
Only Notes addresses the likelihood that investors will receive
full and timely payments of interest on scheduled interest payment
dates.  This rating does not address any distribution of
principal.  The rating of the Combination Securities addresses the
return of principal only and the rating of the Subordinated
Preference Shares addresses the return of the Aggregate
Outstanding Amount only.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site.


EASYLINK SERVICES: Obtains $15 Million Senior Bank Loan
-------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), has obtained a
$15 million Senior Credit Facility provided by Wells Fargo
Foothill.  Of the $12 million of proceeds drawn at closing,
approximately $9.1 million was used to refinance all of EasyLink's
outstanding senior debt and approximately $1.4 million will be
used to repay the Company's subordinated debt at maturity during
the first quarter of 2005.  The balance of the financing, net of
transaction costs, is available to fund EasyLink's working capital
needs, including its revenue growth initiatives.

The Senior Credit Facility includes a $12 million term loan drawn
at closing repayable in monthly payments over 60 months with an
interest rate of 3.75% over the prime rate (currently 5.25%).  
Also, the Company has the ability to obtain advances of up to
approximately $3.0 million initially, at an interest rate of 0.75%
over the prime rate, subject to restrictions contained in the
agreements governing the facility.  This availability may be
increased to $7.5 million, within the total borrowing limit of
$15 million, subject to satisfaction of certain conditions.  The
facility is secured by the assets of the Company and its domestic
subsidiaries and is subject to compliance with various negative
and affirmative covenants.

Thomas Murawski, President and CEO of EasyLink commented: "This
refinancing further strengthens EasyLink financially.  Based on
current interest rate levels, the new facility compares favorably
to the 12% rate of our previous senior debt.  Most importantly, it
significantly improves our cash flow in 2005 and 2006 as the new
financing spreads out our debt principal payments over 5 years and
eliminates the $5.6M principal payment that otherwise would have
been due June 1, 2006 on one of our senior notes being refinanced.
With this financing we have finally completed our debt
restructuring initiative commenced nearly 4 years ago and can
focus fully on executing our growth plans in 2005 and beyond."

The refinancing of the Company's existing senior debt and the
consequent elimination of previously capitalized interest will
result in a gain before income taxes of approximately $1 million
to be recognized in the fourth quarter of 2004. Interest on the
new facility, however, will be recognized as incurred resulting in
increased interest expense for financial reporting purposes in
future periods.

               About EasyLink Services Corporation

EasyLink Services Corporation (NASDAQ: EASY) --
http://www.EasyLink.com/-- headquartered in Piscataway, New  
Jersey, is a leading global provider of services that power the
exchange of information between enterprises, their trading
communities, and their customers.  EasyLink's global network
handles over 1 million transactions every business day on behalf
of over 60 of the Fortune 100 and 20,000 other companies
worldwide.  We facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel confirmations,
purchase orders, invoices, shipping notices and funds transfers,
among many others.  EasyLink helps companies become more
competitive by providing the most secure, efficient, reliable, and
flexible means of conducting business electronically.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, EasyLink
Services reports that for each of the years ended December 31,
2003 and 2002, the Company received a report from its independent
accountants containing an explanatory paragraph stating that the
Company suffered recurring losses from operations since inception
and has a working capital deficiency that raises substantial doubt
about the Company's ability to continue as a going concern.


EB2B COMMERCE: Judge Blackshear Approves Disclosure Statement
-------------------------------------------------------------
The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York approved the amended
disclosure statement explaining eB2B Commerce's amended plan of
reorganization filed on Dec. 17, 2004.

The Debtors are authorized to transmit the Disclosure Statement to
their creditors and to solicit their votes to accept or reject the
Plan.  Ballots accepting or rejecting the plan must be filed on or
before 4:00 p.m. Eastern Time on Jan. 18, 2005.

                         About the Plan

Key elements of the amended reorganization plan includes:

   1) treatment of all claims from a cash contribution of
      $500,000 from Trinad Capital LP, of which:

        (i) $400,000 will fund distributions under the Plan; and
   
       (ii) $100,000 will fund operations of the Reorganized
            Debtor;

   2) distribution of new common stock to certain interestholders
      under the Plan; and

   3) distribution of available cash on a pro rata basis to
      unsecured creditors to the extent the Liquidation Trustee
      determines it to be, with 3% interest following the Plan's
      effective date.
      
Objections against the confirmation of the Plan, if any, must be
filed and served on the:

   -- Debtor's Counsel:

         Halperin Battaglia Raicht, LLP
         555 Madison Avenue
         9th Floor
         New York, New York 10022
         Attn: Robert D. Raicht, Esq.

            -- and --

   -- U.S. Trustee:

         United States Trustee
         33 Whitehall Street
         New York, New York 10004

on or before Jan. 18, 2005.

Headquartered in New York, New York, eB2B Commerce provides
business-to-business transaction management services that simplify
trading partner integration, automation, and data exchange across
the order management life cycle.  The Company filed for chapter 11
protection on Oct. 27, 2004 (Bankr. S.D.N.Y. Case No. 04-16926).   
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$1,232,200 in total assets and $5,546,900 in total debts.


EL COMANDANTE: Codere PR to Take Charge of Racing Operations
------------------------------------------------------------
Equus Gaming Company (OTC Pink Sheets: EQUUS), a publicly traded
partnership with thoroughbred horse races and entertainment
interests in Latin America and the Caribbean, had entered into
term sheets with Codere Puerto Rico, Inc. and its affiliates,
under which it is contemplated that Codere PR will be in charge of
the racing operations at El Comandante and become the operator and
manager of the Video Gaming System expected to be installed in
Puerto Rico.  Equus agrees to support Codere PR's license
application to the Racing Commission to operate El Comandante Race
Track and to operate and manage the VGS.  The Racing Commission is
scheduled to meet on Jan. 18 and 19, 2005, and, if necessary, on
Jan. 20, 2005, to consider Codere PR's license applications.

Subject to the licenses being granted and the fulfillment of other
conditions in the term sheets, including the finalization of rules
and regulations relating to the VGS, Equus expects to receive
annual revenues sufficient to enable it to refinance its existing
noteholder debt and amounts owed by it to the Commonwealth of
Puerto Rico.  The revenue stream will be guaranteed for a period
of ten years or until the existing debt, or its replacement, is
repaid, whichever occurs first, and will be backed up by an
irrevocable bank letter of credit.  After the guarantee expires,
Equus will continue to receive a percentage of the VGS Net Win, as
defined in the term sheets, plus rent from the Race Track.

Codere PR will own or lease new state-of-the-art VGS equipment and
provide the working capital necessary to operate and manage the
VGS.

Codere PR has the right to appoint three members to Equus'
seven-member board of directors.  Equus' three independent
directors, all residents of Puerto Rico, will remain on the board
with proposed newly elected member J. Michael Wilson.  The term
sheets provide that if Codere PR exercises its right to appoint
three board members, Larry Lucas of Codere PR will become chairman
of the board.  The term sheets also provide that, subject to
regulatory and bankruptcy court approval, Codere PR will be a
joint operator of the El Comandante Race Track with El Comandante
Management Company LLC, the present operator, on an interim basis
until licenses are granted.

Codere PR will be granted options to purchase up to 12 million,
but not less than 10 million, Class A units of Equus at a price of
$2.00 per unit to expire, if not earlier exercised, 90 days (10
days as to 4 million units) after the last to occur of the
granting of the VGS license to Codere PR, the granting of the
license to Codere PR to operate El Comandante Race Track and the
finalization of the rules and regulations relating to the VGS, in
compliance with conditions in the term sheets.  As consideration
for the granting of the option, Codere PR has paid $500,000 to
Equus and is required to pay an additional $500,000 within 48
hours after the issuance of a 15-year license to Codere PR to
operate El Comandante Race Track.

The term sheets are subject, in their entirety, to the parties
entering into definitive agreements, to all necessary regulatory
approvals and to the approval of the bankruptcy court in respect
of certain affiliates of Equus currently in Chapter 11 bankruptcy.

Codere PR was chosen as the winning bidder, in a bid process, to
manage and operate El Comandante Race Track and the VGS.  Under
the term sheets, Equus agrees to deal exclusively with Codere PR
in respect of the VGS and the Race Track and to support Codere
PR's license applications.  Codere PR is majority- owned by Codere
America, S.L., a Spanish limited-liability company, which is
wholly owned by Codere S.A. of Madrid, Spain.

Headquartered in Canovanas, Puerto Rico, El Comandante Management
Company LLC operates the only thoroughbred racetrack in Puerto
Rico.  The Company filed for chapter 11 protection on Oct. 15,
2004 (Bankr. D. Del. Case No. 04-12972).  Daniel K. Astin, Esq.,
at The Bayard Firm represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated between $1 million to $10 million in total assets and
debts.


FEDERAL-MOGUL: Asks Court to Okay Waukesha Settlement Agreement
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a Deed of
Settlement between Debtors T&N Limited, Federal-Mogul Export
Services Limited, Federal-Mogul Engineering Limited, and Federal-
Mogul Shoreham Limited, on the one hand, and Waukesha Bearings
Limited and Delaware Capital Formation, Inc., on the other hand.

                         The Waukesha Sale

Under the terms of an Offer Letter dated August 15, 2001, the
Settling Debtors sold T&N Limited's Whitemetal Polymer and Ceramic
Bearings Division and the Magnetics Bearings Division to Waukesha
for GBP16.9 million or US$31.3 million.  The assets sold to
Waukesha as part of the Businesses included certain plant and
machinery, three parcels of real property in the United Kingdom,
certain intellectual property rights, goodwill, inventory, certain
contractual rights, and miscellaneous other assets.

The Businesses were conducted principally by FM Shorham, then
known as Federal-Mogul RPB Limited, as agent for T&N Limited and,
in some cases, as agent for FM Export Services Limited.  Each of
the Settling Debtors is a U.K. Debtor.  Thus, the Administrators
of the Settling Debtors are also parties to the Deed of
Settlement.  The parties agreed that Waukesha took the necessary
actions to accept the terms of the Offer Letter and, as a result,
the transaction was consummated and the Businesses were
transferred to Waukesha prior to the Petition Date.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, relates that the Offer Letter
sets forth a number of warranties relating to the sale of the
Businesses.  The Warranties cover matters relating to the pre-
sale conduct of the Businesses, the condition and pre-sale
ownership of the assets used in conducting the Businesses, pre-
sale litigation involving the Businesses, real property sold as
part of the Businesses, employee, pension and tax issues, and
other miscellaneous enumerated matters.  The Offer Letter further
provides that the Settling Debtors will have no liability for
claims brought for breach of the Warranties unless the claims were
brought within two years of completion of the sale of the
Businesses.  The two-year period expired on August 15, 2003.

Furthermore, T&N Limited separately agreed to indemnify Waukesha
against certain environmental liabilities relating to the period
prior to the sale of the Businesses to Waukesha.  The scope and
extent of that indemnity are set forth in a Deed Including
Environmental Indemnity and Escrow Arrangements Relating to the
Sale of the Business of Each of the Whitemetal, Polymer and
Ceramic Bearing Divisions of T&N Limited, dated as of
August 15, 2001.

To provide for the potential obligations of the Settling Debtors
under the Warranties, the Environmental Deed, and certain
warranties in related agreements, the Settling Debtors and
Waukesha agreed that a portion of the consideration to be paid by
Waukesha for the Businesses would be paid into two escrow
accounts:

    -- GBP1,000,000 of the consideration payable under the Offer
       Letter was paid into an escrow account to provide for T&N
       Limited's potential liabilities under the Environmental
       Deed; and

    -- GBP2.1 million was paid into a separate escrow account to
       provide for any claims that Waukesha might assert against
       the Settling Debtors under the Offer Letter or under clause
       2 of the Environmental Deed.

These accounts have been jointly maintained at a bank in
Birmingham, England in the names of the parties' solicitors.  The
documents governing the Escrow Accounts each specify that no
payments may be made from the Escrow Accounts other than on
written instructions of both the Settling Debtors and Waukesha.

Federal Mogul Corporation, the ultimate parent of the Debtors,
also entered into a Deed of Guarantee with Waukesha Bearings
Limited and Waukesha Bearings Corporation.  Waukesha has alleged
that the Deed of Guarantee renders Federal-Mogul also liable for
the Settling Debtors' obligations under the Offer Letter.  On
March 3, 2003, Waukesha Bearings and Delaware Capital Formation
each filed Claim Nos. 6788 and 3789 against Federal-Mogul in
unliquidated amounts relating to the alleged obligations.

                         Waukesha's Claims

By a letter dated August 9, 2002, Waukesha asserted nine discrete
claims against the Settling Debtors under the Offer Letter.  The
claims relate to certain alleged pension-related claims, alleged
retirement benefit obligations, obligations in connection with
certain union agreements, and other miscellaneous claims, both
fixed and contingent.  The claims aggregated in excess of
GBP11.8 million or US$21.2 million, plus certain unliquidated
amounts.  Waukesha also asserted a claim against the Settling
Debtors under the Environmental Deed relating to certain costs for
environmental consultants performing services at the parcels of
real property sold as part of the Businesses in Glasgow, Scotland
and Manchester, England.

The Settling Debtors disputed Waukesha's claims.  Subsequently,
the parties undertook extensive discussions to arrive at a
consensual resolution of Waukesha's claims.  The discussions were
successful and resulted in a compromise set forth in the Deed of
Settlement.

The terms of the Deed of the Settlement are:

    (a) Waukesha will be paid GBP700,000 out of the Escrow Account
        in full and final satisfaction of all claims, present and
        future, under or relating to the Offer Letter, the
        Environmental Deed, and a Transitional Services Agreement
        also entered into by the parties in connection with the
        sale of the Businesses;

    (b) Waukesha will be paid GBP10,000 out of the Environmental
        Escrow Account relating to the Property Costs.  However,
        in the event the Property Costs ultimately total less than
        GBP10,000, Waukesha will refund the unused balance of the
        GBP10,000 to the Debtors no later than December 31, 2004;

    (c) GBP6,872 will be paid from the Environmental Escrow
        Account to Dover UK Holdings Limited, a U.K. affiliate of
        Waukesha Bearings Limited, in satisfaction of certain
        invoices relating to environmental consulting services
        rendered;

    (d) After payment of the amounts, the balance of the funds in
        the Escrow Accounts, which aggregate GBP2.58 million or
        US$4.64 million will be remitted to FM Shoreham; and

    (e) The order approving the Debtors' request will deem the
        proofs of claim filed by Waukesha Bearings and Delaware
        Capital Formation against Federal-Mogul to be withdrawn
        with prejudice.

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


GALEY & LORD: Chapter 7 Trustee Hires Lamberth Cifelli as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave S. Gregory Hays, the Interim Chapter 7 Trustee for Galey &
Lord, Inc., and its debtor-affiliates, permission to employ
Lamberth, Cifelli, Stokes & Stout P.A., as his counsel.

Lamberth Cifelli will:

   a) advise, assist and represent Mr. Hays with respect to his
      rights, powers, duties and obligations in the administration
      of the Debtors' bankruptcy cases and the collection,
      preservation and administration of the Debtors' estates;

   b) advise, assist and represent Mr. Hays with regard to any
      claims and causes of action which the Debtors' estate
      may have against various parties including:

        (i) claims for preferences, fraudulent conveyances,
            improper disposal of assets, and other claims and
            rights to recovery granted to the estate,
  
       (ii) instituting appropriate adversary proceedings and
            other litigation and represent the Trustee with regard
            to those claims and causes of actions, and

      (iii) advise and represent the Trustee with regard to the
            review and analysis of any legal issues incident to
            the Debtors' bankruptcy cases.

   c) advise, assist and represent Mr. Hays with regard to the
      investigation of the desirability and feasibility of:

        (i) the rejection or assumption and potential assignment
            of any executory contract or unexpired leases, and

       (ii) the liens and encumbrances asserted against property
            of the Debtors' estate and potential avoidance
            benefit for the estate;

   d) advise, assist and represent Mr. Hays in connection with
      all applications, motions, or complaints concerning
      reclamation, sequestration, relief from stay, disposition or
      other use of the Debtors' estates.

   e) advise, assist and represent Mr. Hays in connection with
      the sale or other disposition of the remaining assets of the
      Debtors;

   f) assist and provide support to Mr. Hays with regard to the
      proper receipt, disbursement and accounting of funds for the
      property of the Debtors' estates; and

   g) perform any other legal services to Mr. Hays that are
      necessary to the administration of the Debtors' bankruptcy
      cases.

James C. Ciffeli, Esq., a Partner at Lamberth Cifelli, is the lead
attorney for Mr. Hays.  Mr. Cifelli discloses that attorneys who
will perform services to Mr. Hays' office will charge from $150 to
$335 per hour, while paralegals will charge from $75 to 110 per
hour.

Lamberth Cifelli assures the Court that it does not represent any
interest adverse to Mr. Hays, the Debtors or their estates.

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading
global manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, and its debtor-affiliates filed for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098).  The Court converted the case to a chapter 7 proceeding
on November 29, 2004. S. Gregory Hays is the Chapter 7 Trustee for
the Debtors' estate. Jason H. Watson, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, and Joel H. Levitin, Esq., at Dechert
LLP, represent the Debtor.  When the Debtor filed for chapter 11
protection, it listed $533,576,000 in total assets and
$438,035,000 in total debts.


GENOIL: Inks Agreement Eliminating All Secured Debt
---------------------------------------------------
Genoil (TSX VENTURE:GNO) (OTCBB:GNOLF) entered into an agreement
to eliminate approximately $3 million of debt held by a secured
creditor.  The agreement contemplates that the creditor will
exercise its 10 million warrants currently held in Genoil.  The
proceeds from the exercise of the 10 million warrants will be used
to pay off Genoil's secured debt.  Genoil will concurrently
arrange for the sale of the common shares to certain third
parties.  This agreement is subject to Genoil having arranged for
the purchase of shares by January 21, 2005, and all related
documentation being completed by January 26, 2005.

Genoil will receive no proceeds on the share sales, but this
transaction will significantly enhance Genoil's balance sheet.

Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies.  Genoil's shares are listed on the TSX Venture
Exchange under the symbol GNO and on the OTC Bulletin Board under
the symbol GNOLF.

                      Going Concern Doubt

The Corporation has not achieved commercial operations from its
various patents and technology rights and continues to incur
losses.  At March 31, 2004, the Company has a working capital
deficiency of $3,044,177, including a note payable due in January
2005.  The future of the Corporation is dependent upon its ability
to maintain the continued financial support of the note holder,
and obtain additional financing to fund the development of
commercial operations.  These consolidated financial statements
are prepared on the basis that the Corporation will continue to
operate throughout the next fiscal period to March 31, 2005, as a
going concern.  A failure to continue as a going concern would
then require that stated amounts of assets and liabilities be
reflected on a liquidation basis, which would differ from the
going concern basis.


GETTYSBURG RETIREMENT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gettysburg Retirement Community Inc.
        dba The Shepherds Choice of Gettysburg
        867 York Road
        Gettysburg, Pennsylvania 17325

Bankruptcy Case No.: 04-07430

Type of Business: The Debtor operates a nursing facility
                  containing 118 beds located in Straban
                  Township, Adams County, Pennsylvania.

Chapter 11 Petition Date: December 14, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, PA 17106
                  Tel: 717-238-6570

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Village Green Health Care     Note                      $250,000
Assoc.
3105 Old Gettysburg Road
Camp Hill, PA 17011

Diamond Pharmacy Service                                $160,125
645 Kolter Drive
Commerce Park
Indiana, PA 15701

Nutrition Mgmt. Services                                 $65,411
Box 725 Kimberton Road
Kimberton, PA 19442

Pharmerica Bank                                          $79,803

Functional Pathways                                      $76,093

Rehab Works, LLC                                         $70,266

Nursefinders                                             $41,694

Intelistaf Pay to NCO                                    $33,196

Medical Staffing Network Inc.                            $30,534

Gulf South Medical Supply                                $29,218

KCI                                                      $23,350

Global Healthcare Group                                  $21,194

Gettysburg Hospital                                      $18,930

Sysco Food Service                                       $18,892

Bonded Applicators, Inc.                                 $15,007

Stokes Kelly & Hinds, LLC                                 $7,900

Augustine Medical                                         $7,000

Caring Hearts                                             $6,570

Continental Health Equipment                              $6,031

Lehigh Valley Respiratory                                 $5,480
Care


HEDSTROM CORP: U.S. Trustee Picks 7-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 10 appointed seven creditors  
to serve on the Official Committee of Unsecured Creditors in  
Hedstrom Corporation and its debtor-affiliate's chapter 11 case:

   1. GRI 4/F Centre
      Attn: Robert Thennes
      10 Granville Rd.
      Tsimshatsui, Kowloon
      Hong Kong

   2. Jia Chao
      Attn: Tom Hugar
      No.75 ChangShing St.
      Changhus, Taiwan

   3. MacSteel Centers USA
      Attn: John Christian
      555 State Road
      Bensalem, Pennsylvania 19020

   4. Ten Care Nicolon
      Attn: Laurie Martin
      365 South Holland Drive
      Pendergrass, Georgia 30567

   5. Silverplay (HK) Ltd.
      Attn: Elliot S. Wiezar
      6F No. 45 Lane 76
      Ruie Guang Rd. 114 Neihu
      Taipei, Taiwan

   6. MPI Label Systems
      Attn: Randy L. Kocher
      450 Courtney Road
      Sebring, Ohio 44672

   7. Graphcom, Inc.
      Attn: Michael D. First
      2300 DeFoor Hills
      Atlanta, Georgia 30318

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

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-  
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring efforts.  When the Company filed
for chapter 11 protection, it listed estimated assets of
$10 million to $50 million and estimated debts of more than
$100 million.


HEDSTROM CORP: Creditors Committee Taps Piper Rudnick as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors of Hedstrom
Corporation and its debtor-affiliates permission to employ Piper
Rudnick LLP as its counsel.

Piper Rudnick will:

   a) consult with the Debtors' professionals and representatives
      concerning the administration of their chapter 11 cases;

   b) assist the Committee in preparing and reviewing pleadings,
      motions and correspondences and appear and represent the
      Committee in proceedings before the Court;

   c) provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtors, the operation of their businesses,
      any sale of their assets, and any other matters relevant to
      the Debtors' chapter 11 cases;

   d) examine and investigate claims asserted against the Debtors
      and their secured creditors;

   e) confer and negotiate with the Debtors, other parties in
      interest, and their respective attorneys and professionals
      concerning the Debtors' businesses and properties, proposed
      chapter 11 plan, claims, liens, and other aspects of their
      bankruptcy cases; and

   f) provide the Committee with other legal services that are
      appropriate and necessary in relation to the Debtors'
      chapter 11 cases.

David M. Neff, Esq., and Deborah M. Gutfeld, Esq., are the lead
attorneys for the Committee.  Mr. Neff discloses that the Firm
received a $50,000 retainer from the Debtors.  Mr. Neff will
charge at $465 per hour, while Ms. Gutfeld will charge at $310 per
hour.

Piper Rudnick assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estate.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-  
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HEWETT'S ISLAND: Moody's Rates Class D Notes & Securities at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to the securities
issued by Hewett's Island CLO II, Ltd.:

   * Aaa to the Class A-1 Notes,
   * Aa2 to the Class A-2A and Class A-2B Notes,
   * A1 to the Class B-1A and Class B-1B Notes,
   * A2 to the Class B-2 Notes,
   * Baa2 to the Class C Notes,
   * Ba2 to the Class D Notes, and
   * Ba2 to the Combination Securities.

According to Moody's, the ratings assigned to the notes address
the ultimate cash receipt of all required interest and principal
payments as set forth in the governing documents and are based on
the expected losses posed to noteholders relative to the promise
of receiving the present value of such payments.  Moody's rating
of the combination securities only addresses the ultimate receipt
of the rated balance (as defined in the operative documents) and
is based upon the expected loss posed to the holders of the
combination securities relative to the promise of receiving the
present value of such payments.  Moody's also analyzed the risk of
diminishment of cashflows from the underlying portfolio of
corporate debt due to defaults, the characteristics of these
assets and the safety of the transaction's legal structure.

The Collateral Manager for the transaction is CypressTree
Investment Management Co, Inc., located in Boston, Massachusetts.
BroadStreet Group LLC brought the transaction to market.


HILL CITY: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------
The United States Trustee for Region 5 appointed seven creditors  
to serve on the Official Committee of Unsecured Creditors in  
Hill City Oil Company, Inc.'s chapter 11 case:

   1. Marathon Ashland Petroleum LLC
      Attn: John E. Locker
      3200 Pointe Parkway, Suite 200
      Norcross, Georgia 30092

   2. ExxonMobil Oil Corporation
      Attn: Thomas A. Wilson
      857 Charwhit Ct.
      Great Falls, Virginia 22066

   3. Chevron USA, Inc.
      Attn: Krystal Krause
      2005 Diamond Blvd., Room 2184
      Concord, California 94520

   4. Imperial Trading Co., Inc.
      Attn: Keith M. Beba
      701 Edwards Avenue
      Elmwood, Louisiana 70123

   5. Coca-Cola Enterprises, Inc.
      Attn: William Kaye
      31 Rose Lane
      East Rockaway, New York 11518

   6. Community Coffee Co. LLC
      Attn: Terry M. Rudd
      3332 Partridge Lane, Bldg. A
      Baton Rouge, Louisiana 70809

   7. Retif Oil & Fuel, Inc.
      Attn: David Hecker
      527 Destrehan Avenue
      Harvey, Louisiana 70058

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

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/-- sells industrial oil, metalworking  
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets and liabilities of $50 million to $100 million.


HILL CITY: Committee Wants to Hire Heller Draper as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hill City Oil
Company, Inc.'s chapter 11 proceedings asks the U.S. Bankruptcy
Court for the Eastern District of Louisiana for permission to
employ Heller, Draper, Hayden, Patrick & Horn, L.L.C. as its
counsel.

   a) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor, and the operation of the Debtor's business,
      including the formulation of a plan of reorganization;

   b) advise the Committee as to its duties and powers;

   c) prepare on behalf of the Committee all motions, pleadings,
      applications, notices, orders and papers deemed necessary
      during its representation of the Committee;

   d) appear before the Court, the District Court and any
      appellate courts to protect the interests of the unsecured
      creditors of the Debtor;

   e) assist and advise the Committee in its consultations with
      the Debtor relative to the overall administration of the
      Debtor's estate;

   f) assist the Committee in requesting the appointment of a
      Trustee or Examiner under Section 1104 of the Bankruptcy
      Code, if necessary; and

   g) perform all other legal services as may be required in the
      interests of the Debtor's unsecured creditors, including
      prosecution and avoidance actions, preference and other
      recovery actions.

Jan M. Hayden, Esq., and Douglas S. Draper, Esq., are the lead
attorneys for the Committee.  Both Mr. Hayden and Mr. Draper will
charge at $310 per hour.  Mr. Hayden discloses that the Firm did
not receive a retainer for its services to the Committee.

Mr. Hayden reports Heller Draper's professionals bill:

         Designation         Hourly Rate
         -----------         -----------
         Members                $225
         Associates              175
         Paralegals               80

Heller Draper assures the Court that it does not represent any
interest adverse to the Committee, the Debtor or its estate.

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/-- sells industrial oil, metalworking  
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets and liabilities of $50 million to $100 million.


J.P. MORGAN: S&P Upgrades Ratings on Class F Certificates to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates from series 1998-C6.  At the
same time, ratings are affirmed on three other classes from the
same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the resolution of several loans formerly with the special
servicer.

As of the Dec. 15, 2004, remittance report, the collateral pool
consisted of 71 loans with an aggregate principal balance of
$497.8 million, down from 91 loans totaling $796.4 million at
issuance.  The master servicer, Midland Loan Services, Inc.,
provided Dec. 31, 2003, net cash flow -- NCF -- DSC figures for
97% of the pool. Based on this information, Standard & Poor's
calculated a current weighted average DSC of 1.41x, down from
1.54x at issuance.  The trust has experienced three losses
totaling $13.1 million, and two appraisal reduction amounts --
ARAs -- are in place totaling $6.8 million.  Three loans
($14.3 million, 3%) are delinquent, while the remaining loans in
the pool are current.

The current top 10 loans have an aggregate outstanding balance of
$288.9 million (58%).  The weighted average DSC for the top 10
loans decreased to 1.46x, down from 1.58x at issuance.  The
decreased DSC occurred due to significant performance declines for
four of the 10 loans, all of which are on Midland's watchlist.
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans
and all were characterized as "excellent" or "good."

There are four loans ($21.8 million, 4%) with the special
servicer, CRIIMI MAE Services L.P.  An $8.6 million loan secured
by a 99-room hotel property in San Mateo, California is more than
90 days delinquent.  The loan was transferred to the special
servicer and the property was also closed in August 2003.  The
special servicer is pursuing a discounted payoff or note sale.  An
ARA of $6.8 million is in effect.

A 154,226-sq.-ft. office building in Manassas, Virginia secures a
$7.5 million loan.  The loan was recently transferred to CRIIMI
MAE because it failed to payoff at maturity.  CRIIMI MAE noted
that the borrower is in the process of selling the collateral, but
was not able to complete the closing prior to maturity.

A 109-unit multifamily property in Charlotte, North Carolina
secures a $4.2 million loan that is more than 90 days delinquent.  
The loan was transferred to the special servicer Feb. 26, 2004,
due to imminent default.  CRIIMI MAE is discussing a workout while
pursuing foreclosure.  An ARA of $42,547 is in effect.

A 63-room Comfort Inn in Webster, Texas secures a 60 to 90 days
delinquent loan for $849,902. The loan was transferred to the
special servicer Nov. 30, 2004, for imminent default.  The
Sept. 30, 2004, DSC and occupancy was 1.65x and 37%.

Midland reported a watchlist of 16 loans ($135.5 million, 27%).  A
portfolio of 11 multifamily properties with 1,835 combined units
in the greater Greensboro, North Carolina area secures the
third-largest loan ($32.9 million, 7%).  The portfolio has
performed poorly due to significant industry layoffs in the
immediate area as well as a favorable home-buying environment.   
Both factors contributed to a June 30, 2004, portfolio-level DSC
of 0.87x and occupancy of 76%.

A 354,518-sq.-ft. retail property in Philadelphia, Pennsylvania
secures the seventh-largest loan ($22.2 million, 4%).  The loan
was placed on the watchlist when K-Mart vacated 103,800 sq. ft. at
the collateral property in July 2002 prior to its Jan. 31, 2013,
lease expiration.  According to Midland, two new tenants have
taken approximately half of the vacated space and lease proposals
are out for the remaining portion.  The Dec. 31, 2003, DSC was
0.98x.

A 418-unit multifamily property in Wyoming, Michigan secures the
ninth-largest loan ($14.7 million, 3%).  The collateral property
has performed poorly due to the favorable home-buying environment,
which has forced the borrower to offer rent concessions.  The
Dec. 31, 2003, DSC was 0.74x.     

A 319-room Crown Plaza Hotel in Grand Rapids, Michigan secures the
10-largest loan ($14.1 million, 3%).  The Dec. 31, 2003, DSC fell
to 0.75x, largely due to capital expenditures at the property.  
The DSC as of June 30, 2004 increased to 1.07x.

The remaining loans are on the watchlist due to low occupancy
issues, lease expirations, and low DSC levels, all of which
reflect the pool's concentration in multifamily collateral.

The trust collateral is located across 23 states with only
Virginia (28%) and New Jersey (13%) accounting for more than 10%
of the pool balance.  Property concentrations greater than 10% of
the pool balance are found in:

               * multifamily (30%),
               * office (22%),
               * retail (19%), and
               * lodging (18%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the revised ratings.
     
                         Ratings Raised
   
         J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage Pass-Through Certs Series 1998-C6
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        -----   --         ----   ----------------------
        B       AAA        AA+                    34.18
        C       AAA        A+                     26.18
        D       A          BBB-                   16.58
        E       BBB+       BB+                    13.38
        F       B          B-                      5.39
   
                        Ratings Affirmed
   
         J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage Pass-Through Certs Series 1998-C6
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-2     AAA                      43.78
            A-3     AAA                      43.78
            X       AAA                        N/A
   
                      N/A - Not applicable


JAFRA WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $62 Million
------------------------------------------------------------------
Jafra Worldwide Holdings (Lux) S.aR.l. and subsidiaries, doing
business as Jafra Cosmetics International, reported its financial
results for the third quarter of 2004.

                      Third Quarter Results

Measured in local currencies, net sales increased approximately
13% in the third quarter of 2004 over the comparable prior year
period.  Net sales of $94.8 million in the third quarter of 2004
increased 10% compared to $86.8 million in the third quarter of
2003, which was less than the increase measured in local
currencies because of weaker average exchange rates.  Mexico's net
sales increased 30% and 22% measured in local currency and U.S.
dollars, respectively, in the third quarter of 2004 over the third
quarter of 2003.  Net sales in the United States decreased 11% in
the third quarter of 2004 over the comparable prior year period
due to decreases in both the Hispanic Division and the U.S.
Division.  Europe's net sales measured in U.S. dollars increased
in the third quarter of 2004 by 9% compared to the third quarter
of 2003 due primarily to stronger local currencies compared to the
U.S. dollar.  In local currencies, net sales in Europe were
constant over both periods.  Due primarily to the increases in the
Mexico consultant base, the Company reported a 7% increase in the
average number of consultants during the third quarter of 2004
over the comparable prior year period.

Income from operations was $13.0 million during the third quarter
of 2004 compared to $11.5 million during the third quarter of
2003.  During the third quarter of 2004, the Company recorded $2.2
million of restructuring and impairment charges, consisting
primarily of severance charges due to the departure of certain
members of management.

Exchange gain, primarily the remeasurement of U.S. dollar-
denominated debt, had a favorable change of $9.2 million during
the third quarter of 2004.  Net interest expense (including
interest income) decreased slightly during the third quarter of
2004 over the comparable prior year period.  During the third
quarter of 2004, the Company entered into a new credit agreement
and as a result, the Company recorded a $4.5 million loss on
extinguishment of debt related to the write off of deferred
financing fees related to the previous credit agreement.

                       Nine-Month Results

Measured in local currencies, net sales for the first nine months
of 2004 increased 12% over the comparable prior year period. Net
sales measured in U.S. dollars increased 9%, or $25.0 million to
$301.7 million for the first nine months of 2004 compared to
$276.7 million for the first nine months of 2003.  The net sales
increase was due to an increase in Mexico's net sales which
increased 24% and 17% measured in local currency and U.S. dollars,
respectively, for the first nine months of 2004 over the first
nine months of 2003.  Net sales in Europe increased 7% measured in
U.S. dollars primarily due to stronger average local currencies
compared to the U.S. dollar, but decreased 2% measured in local
currencies.  Net sales in the U.S. decreased approximately 6%
because of a decreased average consultant base and decreased
consultant productivity.  The Company reported an 8% increase in
the average number of consultants during the first nine months of
2004 over the comparable prior year period.

Income from operations was $15.3 million for the first nine months
of 2004 compared to $24.4 million for the first nine months of
2003.  During the first nine months of 2004, the Company recorded
$5.0 million of restructuring and asset impairment charges in
order to move substantially all of its production to its Mexico
subsidiary and related to severance charges for the departure of
certain members of management.  Additionally, the Company recorded
$29.7 million of transaction related expenses during the first
nine months of 2004 for the acquisition of the Company by Vorwerk
and other transactions contemplated but not completed compared to
$15.5 million of transaction related fees during the first nine
months of 2003 for the recapitalization of the Company and other
transactions contemplated but not completed.  Transaction fees
related to the acquisition in 2004 were primarily compensation
expense to the holders of options to purchase Jafra S.A. stock for
the cancellation of all options, bonus payments to certain members
of management and non-employee board of director members and
insurance cancellation costs due to change of control provisions
within the insurance contracts.  During the second quarter of
2003, the Company completed a recapitalization of its operations
by the issuance of new debt and therefore expensed $13.3 million
in bonus payments to the holders that held options to purchase
common stock of CDRJ Investments Lux S.A. (the former parent of
Jafra S.A.) and to certain members of management and non-employee
board of director members.

Excluding these transaction related expenses and restructuring and
impairment charges, income from operations on a non-GAAP basis
would have been $50.0 million for the first nine months of 2004
compared to $40.0 million for the same period of the prior year.
As a percentage of net sales, excluding transaction related
expenses and restructuring and impairment charges, operating
income on a non-GAAP basis in the first nine months of 2004
increased to 16.6% from 14.4% for the comparable prior year
period.

Exchange losses, primarily due to the remeasurement of U.S.
dollar-denominated debt, decreased $4.9 million during the first
nine months of 2004 over the comparable prior year period.
Interest expense (net of interest income) increased $6.4 million,
primarily as a result of a greater average debt balance associated
with the recapitalization of the Company's operations in May 2003.
During the first nine months of 2004, the Company recorded a $4.5
million loss on extinguishment of debt compared to $6.6 million in
the comparable prior year period. During the first nine months of
2004 there was an income tax benefit of $1.7 million compared to
income tax expense of $1.2 million in the first nine months of
2003.  As a result of increased transaction related expenses,
restructuring and impairment charges and interest expense
partially offset by a favorable change in income taxes and
decreased losses on extinguishment of debt, the Company's net loss
increased to $11.2 million for the first nine months of 2004
compared to $8.1 million for the first nine months of 2003.

Due to the discontinuation of operations in Venezuela, Colombia,
Chile and Peru in 2003, the results of these markets are included
in the statements of operations as losses on discontinued
operations.

Commenting on the results, Ronald Clark, Chairman and Chief
Executive Officer, said, "Jafra Mexico has continued to have an
exceptional year.  Mexico's net sales measured in U.S. dollars
increased 22% in the quarter and 17% year to date.  This growth
has been driven by the growth in the number of consultants in
Mexico.  In the quarter, Jafra Mexico averaged approximately
318,000 consultants, which is 22% more than in the same quarter of
the prior year.  Mexico has offered a variety of successful
promotions during 2004, which have resulted in this significant
growth. We are very proud of our Mexican operations."

Gonzalo Rubio, Jafra's President and Chief Operating Officer spoke
about new strategies.  "As we near the end of 2004, we are looking
for ways to focus on our core business units of Mexico, the United
States and Europe.  As such, we have decided to cease direct
selling operations in South America and have entered into a
distributorship agreement with a third party in Brazil.  
Subsequent to the end of the third quarter, we concluded selling
products out of our Brazil entity and look to do the same at our
Argentina subsidiary in late 2004 or early 2005.  We are excited
about this new venture because it allows Jafra to keep a presence
in Brazil and service Jafra consultants and their customers
without taking our focus and efforts away from our core business
units."

Mr. Clark concluded, "We look forward to the completion of 2004,
which will be another successful year for Jafra.  We are excited
about our possibilities in 2005 and look forward to the
introduction of new products and programs."

                        About the Company

Jafra Worldwide Holdings (Lux) S.aR.l. -- http://www.jafra.com/--  
is a direct seller of skin and body care products, color
cosmetics, fragrances and other personal care products.  Jafra
sells its Jafra brand products through a direct selling network of
approximately 438,000 independent consultants, who market and sell
Jafra's products to their customers.  Jafra operates in three
primary markets: Mexico, the United States and Europe.  In Europe,
Jafra operates in Germany, Switzerland, Italy, Austria, Holland
and several other countries through distributors.  

At Sept. 30, 2004, Jafra Worldwide's balance sheet showed a
$62,014,000 stockholders' deficit, compared to a $55,389,000
deficit at Dec. 31, 2003.


JOHN HUBLER NISSAN-SUZUKI: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: John Hubler Nissan-Suzuki, Inc.
        2310 West Jonathan Moore Pike
        Columbus, Indiana 47201-9254

Bankruptcy Case No.: 04-23042

Type of Business: The Company is a dealer of Nissan and Suzuki
                  cars.

Chapter 11 Petition Date: December 20, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: James Coachys

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


LATHAM MANUFACTURING: Moody's Rates $125M Sr. Sec. Debts at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Latham
Manufacturing Corp.'s senior credit facilities and a B2 senior
implied rating.  The ratings reflect Latham's high leverage, low
level of projected free cash flow vs. its debt levels, business
seasonality, large working capital swings, and uncertainty related
to the pace and size of future acquisitions.  The ratings also
consider the recurring nature of the company's pool liner business
and the competitive advantages for the company's product in colder
climates.  The ratings outlook is stable.

Moody's Investor's Service assigned these ratings:

   * $35 Million Senior Secured Revolving Credit Facility,
     maturing in 2009, rated B2;

   * $90 Million Senior Secured Term Loan, maturing in 2010, rated
     B2;

   * Senior Implied Rating, rated B2;

   * Senior Unsecured Issuer Rating, rated B3.

Proceeds from the $125 million credit facilities will be used
primarily to finance, in part, the acquisition of Latham,
refinance existing debt of approximately $32 million, and for
general corporate purposes.  The $35 million revolver is expected
to have around $2 million of usage at the transaction close.  The
revolver will be available for use either in U.S. dollars or
Canadian Dollars while the term loan is only U.S. dollar based.
Moody's notes that Latham has additional non-rated debt including
$31 million of mezzanine financing.

The ratings are constrained by:

   (1) the company's significant leverage,
   (2) low levels of free cash flow,
   (3) significant goodwill,
   (4) high customer concentration,
   (5) significant working capital swings, and
   (6) uncertainty surrounding the credit implications of future
       acquisitions.

The company's top 5 clients represent over 50% of sales.  As a
result, were its top clients to experience operating difficulty,
Latham would likely find itself significantly affected.  The
ratings are also constrained by the discretionary nature of pool
purchases and the belief that swings in consumer confidence and
the economy are likely to affect demand.  The company's business
is primarily based in the North Eastern United States and Canada.   
Seasonal weather also affects demand and therefore the company's
working capital needs.  Although the company's acquisition basket
limits the total amount of acquisitions, the permitted basket
restricts the largest acquisition to $10 million and allows up to
$20 million per year and a total of $60 million over the life of
the loan, which is large enough to potentially impact the
company's credit quality given Latham's size and the expectations
for cash flow generation.

The ratings benefit from the company's strong customer
relationships and from a significant percent of its sales coming
from liner replacement and related services.  Additionally, the
company's largest customer will be a significant minority investor
in Latham.  The company's replacement sales are driven by pool
liners' estimated useful life of around ten years.  Demand for
pools benefits from the currently low cost of capital and the
active pace of home refinancings.  Although demand for pools would
likely come under pressure if consumer confidence and the general
economy weaken, Latham will likely gain market share as pools
designed with pool liners are more affordable than concrete pools.

The $125 million senior secured credit facilities will be
guaranteed by all existing and future direct and indirect
subsidiaries of the company, both jointly and severally.  The
facilities will be secured by a first priority perfected lien
(subject to permitted liens) on and security interest in 100% of
the capital stock and other equity interests of the company and
each existing and subsequently acquired or organized direct or
indirect domestic and first-tier foreign subsidiary of the company
(65% in the case of a first-tier foreign subsidiary) and
substantially all tangible and intangible assets of the parent,
the company and each existing and subsequently acquired or
organized direct or indirect subsidiary of the company.

The facilities call for mandatory prepayments and include a 75%
excess cash flow sweep and have certain restrictions on asset
sales and the use of proceeds.  The cash flow sweep's percentage
decreases to 50% if the total operating company leverage ratio of
the borrower and its subsidiaries is less than or equal to
3.5 times as of the end of any fiscal year.

The stable ratings outlook reflects the expectation that the
company's competitive position combined with consistent demand for
its products will allow the company to report profitable growth.   
The stable outlook also reflects expectations that the company's
acquisition strategy will absorb most of the cash flow that is
internally generated and that would otherwise be available to
reduce leverage.  The ratings may deteriorate if the company's
free cash flow generation to total debt was to fall below 4% or if
interest coverage was to fall below 2 times.  The ratings and or
outlook may improve if the company's free cash flow generation to
total debt increases to above 8% on a consistent basis and total
debt to EBITDA improves to under 3.5 times and is expected likely
to improve further.

Latham's covenants, subject to final documentation, are expected
to be comprised of a maximum total operating company leverage
covenant to be set initially at 5.5 to 1.0 with step-down
provisions, minimum fixed charge coverage covenant to be set
initially at 1.0 to 1.0 with step-up provisions, and a minimum
interest coverage covenant to be set initially at 2.0 to 1.0 with
step-up provisions.  Moody's expects the company to be in
compliance for at least the next twelve months. Moody's notes that
changes in documentation, structure, or operating performance from
what has been relied upon, may have yielded a different ratings
outcome.

The company's EBITDA to interest for 2005 is expected to be over
2.5 times while its total debt to EBITDA is expected to be around
4 times.  The company's 2004 EBITDA is estimated to be under
$30 million.  The company's fixed charge coverage ratio is
expected to be under 1.3 times for 2005.  The company's cash flow
sweep is expected to support deleveraging before accounting for
the impact of acquisitions.  However, Moody's notes that free cash
flow to total debt of approximately 5% for 2005 before
acquisitions, is in line with the ratings category.

Latham Manufacturing Corp. is a wholly owned subsidiary of Latham
Acquisition Corp., a company formed by an affiliate of Brockway
Moran & Partners, Inc.  The company manufactures swimming pool
components and pool accessories in North America with a broad
portfolio of leading brands.


LORAL SPACE: Subsidiary to Build Broadcast Satellite for EchoStar
-----------------------------------------------------------------
Space Systems/Loral has been selected by EchoStar Communications
Corporation, Englewood, Colo., to build EchoStar XI, a new direct
broadcast satellite (DBS) based on SS/L's 1300 platform that will
support EchoStar's DISH Network(TM) and serve as backup to its
existing fleet.

EchoStar XI, anticipated to be delivered in early 2007, will be
the fifth SS/L-built satellite in the EchoStar fleet.  The
contract is subject to standard bankruptcy court approval.

EchoStar Communications Corporation (Nasdaq: DISH) serves more
than 10.4 million satellite TV customers through its DISH Network,
the fastest growing U.S. provider of advanced digital television
services in the last four years.  DISH Network offers hundreds of
video and audio channels, Interactive TV, HDTV, sports and
international programming, together with professional installation
and 24-hour customer service.  DISH Network ranks No. 1 in
Customer Satisfaction among Cable/Satellite TV Subscribers by J.D.
Power and Associates.  Visit EchoStar's DISH Network at
http://www.dishnetwork.com/or call 1-800-333-DISH (3474).  

Space Systems/Loral, a subsidiary of Loral Space & Communications
(OTC Bulletin Board: LRLSQ), is a premier designer, manufacturer,
and integrator of powerful satellites and satellite systems. SS/L
also provides a range of related services that include mission
control operations and procurement of launch services. Based in
Palo Alto, Calif., the company has an international base of
commercial and governmental customers whose applications include
broadband digital communications, direct-to-home broadcast,
defense communications, environmental monitoring, and air traffic
control. SS/L satellites have amassed more than 1,100 years of
reliable on-orbit service. SS/L is ISO 9001:2000 certified. For
more information, visit http://www.ssloral.com.

Loral Space & Communications is a satellite communications
company. In addition to Space Systems/Loral, through its Skynet
subsidiary Loral owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming, and
for broadband data transmission, Internet services and other
value-added communications services. For more information, visit
Loral's web site at http://www.loral.com/

Loral Space & Communications is a satellite communications
company. It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services. Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MANUFACTURED HOUSING: Payment Shortfall Triggers S&P's D Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the IM-2
class of certificates issued by Manufactured Housing Contract
Trust Pass-Through Certificates Series 2000-3 to 'D' from 'CC'.

The rating action follows an $8,555 shortfall in the payment of
interest on the loss liquidation amount due to the class
IM-2 certificates on the Dec. 20, 2004, remittance date.

On the Nov. 20 remittance date, the class IM-2 certificates were
written down by $1.11 million to cover a portion of the class I-A
principal shortfall experienced during that period.

The priority of distributions is such that the class IM-2
liquidation loss interest is lower in priority than the senior
class principal shortfall amounts.  Consequently, although the
certificates received interest on the adjusted balance on the
Dec. 20 distribution date, the certificates did not, however,
receive interest on the $1.11 million loss liquidation amount
outstanding from the prior distribution date.

The priority of distributions is such that the class IM-2
liquidation loss interest is lower in priority than the senior
class principal shortfall amounts.  Consequently, although the
certificates received interest on the adjusted balance on the
Dec. 20 distribution date, the certificates did not, however,
receive interest on the $1.11 million loss liquidation amount
outstanding from the prior distribution date.

On Nov. 22, 2004, Standard & Poor's lowered its rating on the
class IM-2 certificates to 'CC' from 'CCC-', reflecting the
unlikelihood that the certificates would receive timely payments
of interest on the liquidation loss amount.

The trust consists of manufactured housing loans originated by
GreenPoint Financial LLC, which are being serviced by Green Tree
Servicing LLC, following its recent purchase and assumption of
GreenPoint Credit LLC's manufactured housing servicing platform.


MBK PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MBK Partnership
        5761 Glenridge Way
        Klamath Falls, Oregon 97603

Bankruptcy Case No.: 04-69814

Type of Business: Residential real estate developer accused,
                  according to Brent Walth writing for The
                  Oregonian, of building the 33-lot North Ridge
                  Estates subdivision in Klamath Falls on top of a
                  World War II military barracks constructed of
                  asbestos-containing materials.  Mr. Walth
                  indicates that price tag for the clean-up is $20
                  million and the property, if not contaminated,
                  is valued at $6 million.  

Chapter 11 Petition Date: December 17, 2004

Court: District of Oregon (Eugene)

Judge: Albert E. Radcliffe

Debtor's Counsel: David A. Foraker, Esq.
                  Greene & Markley, P.C.
                  1515 Southwest 5th Avenue #600
                  Portland, OR 97201
                  Tel: 503-295-2668

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sterling Savings Bank         Tort                       Unknown
540 Main Street
Klamath Falls, OR 97601

South Valley Bank & Trust     Tort                       Unknown
P.O. Box 5210
Klamath Falls, OR 97601

Umpqua Bank                   Tort                       Unknown
P.O. Box 1140
Coos Bay, OR 97420

Washington Mutual Bank        Tort                       Unknown
12691 Pala Dr. - MS156DPCA
Garden Grove, CA 92841

Environmental Protection      Compliance                 Unknown
Agency                        Environment
1200 Sixth Ave. ORC-158
Seattle, WA 98101

Oregon Dept. Environmental    Compliance                 Unknown
Quality                       Environment
2146 NE 4th St., Ste. 104
Bend, OR 97701

James D. Selim & Karen        Tort                       Unknown
Wilson
3232 Northridge Dr.
Klamath Falls, OR 97601

Neil M. Walle & Jenny M. Lee  Tort                       Unknown
808 Main St.
Klamath Falls, OR 97601

Allen E. & Joann A. Burns     Tort                       Unknown
3808 Old Fort Rd.
Klamath Falls, OR 97601

Kelley R. & Angelina A.       Tort                       Unknown
Mingus
3547 Northridge Dr.
Klamath Falls, OR 97601

Kil Nam Lee Revocable Living  Tort                       Unknown
Trust
3502 Northridge Drive
Klamath Falls, OR 97601

Matthew A. & Darcy K.         Tort                       Unknown
Stewart
5761 Clenridge Way
Klamath Falls, OR 97603

Melvin Haas                   Tort                       Unknown
2729 Old Fort Road
Klamath Falls, OR 97601

Archie L. & Linda Linman      Tort                       Unknown
3630 Cougar Butte Lane
Klamath Falls, OR 97601

Brian M. & Carol E. Craig     Tort                       Unknown
2727 Old Fort Rd.
Klamath Falls, OR 97601

Daniel & Jenny Prince         Tort                       Unknown
515 Prince of Wales Ct.
Franklin, TN 37064

Russell C. & Jody A. Carter   Tort                       Unknown
3845 Scott Valley Dr.
Klamath Falls, OR 97601

Joseph E. & Carol A.          Tort                       Unknown
Sarsenski
3451 Old Fort Road
Klamath Falls, OR 97601

Margaret R. Wenneis           Tort                       Unknown
P.O. Box 7639
Klamath Falls, OR 97602

Jodi M. Orlando Revocable     Tort                       Unknown
Trust
3515 Northridge Dr.
Klamath Falls, OR 97601


MISSISSIPPI CHEMICAL: Terra Industries Completes Acquisition
------------------------------------------------------------
Terra Industries Inc. (NYSE:TRA) completed its acquisition of
Mississippi Chemical Corporation (OTCBB:MSPIQ) pursuant to
Mississippi Chemical's second amended restated Plan of
Reorganization, and that Mississippi Chemical has exited
bankruptcy.

"This is an exciting day for Terra and Mississippi Chemical," said
Michael L. Bennett, Terra's President and Chief Executive Officer.
"The acquisition of Mississippi Chemical strengthens Terra's asset
base and positions the company for long-term sustainability and
success.  This transaction increases Terra's feedstock sourcing
from low-cost gas regions and expands Terra's product sourcing and
distribution capabilities beyond our existing North American and
U.K. operations by diversifying our asset base in Trinidad and the
U.S.  The addition of Mississippi Chemical also strengthens
Terra's industrial nitrogen market position.  We remain confident
that this transaction will enhance Terra's earnings power
throughout the nitrogen market cycle and deliver significant value
to our shareholders.

"We also welcome more than 200 Mississippi Chemical employees to
Terra," Mr. Bennett continued.  "They are an experienced,
dedicated group who we believe will be real assets to the company,
and we look forward to integrating our two workforces."

As a result of the acquisition, Terra owns through Mississippi
Chemical a 50% interest in Point Lisas Nitrogen Limited in The
Republic of Trinidad and Tobago.  This facility has the capacity
to produce annually 715,000 tons of ammonia from low-cost natural
gas supplied under a contract with the National Gas Company of
Trinidad and Tobago.

Terra now owns nitrogen-manufacturing facilities in Yazoo City,
Mississippi, and Donaldsonville, Louisiana, complementing its
nitrogen production facilities in:

               * Sioux City, Iowa;
               * Verdigris, Oklahoma;
               * Woodward, Oklahoma;
               * Courtright, Ontario;
               * Billingham, England; and
               * Severnside, England.

Production at the Donaldsonville facility is limited to one
anhydrous ammonia plant that operates on a swing basis to take
advantage of favorable relationships between natural gas costs and
anhydrous ammonia prices.

Terra also now owns and operates a storage and distribution
terminal in Donaldsonville -- one of the northernmost points on
the Mississippi River capable of receiving ocean-going nitrogen
vessels, and a 50% interest in an ammonia terminal located near
Houston, Texas.

Terra is now the leading U.S. producer of urea ammonium nitrate
solutions -- UAN, anhydrous ammonia -- AA -- and ammonium nitrate
-- AN, and the leading U.K. producer of AA and AN.

Including its 50% interest in the Point Lisas facility, Terra has
the capacity to annually produce:

   -- 4.3 million tons of UAN, the most versatile nitrogen
      fertilizer in North America;

   -- 4.6 million tons of AA, the basic ingredient for most
      nitrogen fertilizers and many industrial products; and

   -- 1.8 million tons of AN, the nitrogen fertilizer preferred by
      most British farmers and a popular nitrogen fertilizer
      source in the southeastern U.S.

Of Terra's 4.6 million tons of AA production capacity, 8% will
rely on natural gas sources in Trinidad, 75% in North America and
17% in the U.K.

         Spin-off of Mississippi Phosphates Corporation

Prior to the transaction's completion and pursuant to Mississippi
Chemical's Plan of Reorganization, the equity of Mississippi
Phosphates Corporation was transferred to certain unsecured
creditors pursuant to the Plan of Reorganization.

Terra Industries, Inc., with 2003 revenues of $1.4 billion, is a
leading international producer of nitrogen products.

Headquartered in Yazoo City, Mississippi, Mississippi Chemical
Corporation produces nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago.  On
May 15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S. Miss. Case No. No.: 03-02984).  James W. O'Mara, Esq.,
and Doug Noble, Esq., at Phelps Dunbar, LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $552,934,000 in assets
and $462,496,000 in debts.


MORGAN STANLEY: S&P Junks Class M Mortgage Pass-Through Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 10
classes of Morgan Stanley Capital I Trust Series 2003-TOP11's
commercial mortgage pass-through certificates on CreditWatch with
negative implications.  Concurrently, the ratings on five
non-investment-grade classes are lowered and the remaining seven
outstanding ratings from the same transaction are affirmed.

The CreditWatch placements and lowered ratings reflect significant
concerns regarding the Troy Technology Park Portfolio loans, which
represent the fourth-largest exposure in the pool. The loans were
transferred to ARCap Special Servicing, Inc., the special
servicer, Nov. 5, 2004, due to imminent default associated with a
severe forthcoming vacancy at the collateral properties.  The
CreditWatch placements also reflect concerns regarding the Alabama
and Arizona Warehouse/Distribution Centers loan, which represents
the third-largest exposure and is secured by two single-tenant
distribution facilities whose tenant is in bankruptcy.  The loan
is also with the special servicer.

The Troy Technology Park Portfolio consists of three cross-
collateralized and cross-defaulted loans ($25.8 million, 2%).  
The loans are secured by three office/flex properties with 11
buildings in Troy, Michigan that were built between 1986 and 1987.  
The aggregate size of the properties is 426,536-square-foot (sq.
ft.) with General Motors Corp. (GM; 'BBB-') occupying 80% of the
collateral at issuance.  GM announced plans to consolidate much of
its real estate requirements into facilities located in Detroit,
Warren, and Pontiac, Michigan.  Per the announcement, GM has
steadily vacated its space in the collateral properties, as its
various leases expirations between Dec. 31, 2003, and
Dec. 31, 2005.  Ignoring any potential new leases, current
occupancy of 80% will decline to 40% after Dec. 31, 2004, and
fall to 8% after Dec. 31, 2005.

Market information garnered from local brokers and appraisers
noted material declines in market rental rates and occupancy since
issuance.  The sources also noted that significant downtime is
currently required to lease up vacant space.  Standard & Poor's
revaluation suggests a severe valuation decline from issuance.  
The lowered ratings partially reflect the decline in value, while
the CreditWatch placements indicate uncertainty concerning the
resolution of the loans.  Further negative rating actions may
occur pending ARCap's loan resolution strategy.

The Alabama and Arizona Warehouse/Distribution Centers loan
($27.5 million, 2%) is secured by two industrial distribution
facilities totaling 1.5 million sq. ft. in Montgomery, Alabama and
Glendale, Arizona.  The properties are 100% leased to KB Toys,
Inc., which filed for bankruptcy in January 2004.

The loans were subsequently transferred to ARCap due to KB's right
to reject the leases in bankruptcy.  KB will announce any further
store closings by Jan. 31, 2005, which may total between 140 and
240 stores.  KB plans to continue operating approximately
600 stores after it emerges from bankruptcy in early 2005.  Per
ARCap, both properties are in excellent condition and a hard lock
box is in place; additional collateral in the form of a
$3.9 million letter of credit is available as well.  No losses are
expected at this time.

Wells Fargo Bank N.A, the master servicer, reported a watchlist of
13 loans with an aggregate principal balance of $44.6 million
(4%), with two loans ($28.7 million, 2%) comprising the majority
of the watchlist.  

The first loan ($16.6 million) is secured by a 129,030-sq.-ft.
office complex in Gaithersburg, Maryland.  The property's
occupancy fell to 90% as of March 31, 2004. The associated decline
in revenue caused the net cash flow -- NCF -- DSC to decrease to
0.88x as of March 31, 2004.  Since then, the DSC has increased to
1.20x (as of Sept. 30, 2004).

A 364-room Holiday Inn in Independence, Ohio, which is
approximately 15 minutes south of Cleveland, secures the other
loan ($12.1 million).  The hotel is in a soft market and the
borrower reported Dec. 31, 2003, occupancy of 56%.  The borrower
also noted that recurring operating expenses are approximately 15%
above underwritten levels.  The combined effect resulted in a
decrease in DSC to 0.25x as of Dec. 31, 2003.

The remaining loans on the watchlist appear due to upcoming lease
expirations, low DSCs, and low occupancies, and were stressed
accordingly by Standard & Poor's.

As of the Dec. 13, 2004, remittance report, the collateral pool
consisted of 188 loans with an aggregate principal balance of
$1.2 billion, stable since issuance, at which time there were 188
loans totaling $1.2 billion.  Wells Fargo provided Dec. 31, 2003,
NCF DSC figures for 97% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 2.04x, down
from 2.11x at issuance.  To date, the trust has not experienced a
loss and all of the loans in the pool are current.

The top 10 loans have an aggregate outstanding balance of
$338.1 million (29%).  The weighted average DSC for the top 10
loans has declined to 2.28x, down from 2.43x at issuance.  The
decreased DSC occurred mainly due to declines in performance of
the largest, sixth-, and seventh-largest loans, which experienced
either nonrecurring declines in revenue and nonrecurring increased
expenses.  Standard & Poor's reviewed property inspections
provided by Wells Fargo for all of the assets underlying the top
10 loans and all were characterized as "excellent" or "good."

The trust collateral is located across 35 states, with only
California (30%) and Massachusetts (10%) accounting for more than
10% of the pool balance.  Property concentrations greater than 10%
of the pool balance are found in:

               * office (33%),
               * retail (29%), and
               * industrial (13%) property types.

Standard & Poor's stressed or revalued various loans with credit
issues as part of its pool analysis.  The resultant credit
enhancement levels support the revised ratings.
   
       Ratings Lowered and Placed on Creditwatch Negative
   
           Morgan Stanley Capital I Trust 2003-TOP11
    Commercial Mortgage Pass-Through Certs Series 2003-TOP11
   
                  Rating
     Class   To              From   Credit Enhancement (%)
     -----   --              -----------------------------
     H       BB-/Watch Neg   BB                      2.04
     J       B+/Watch Neg    BB-                     1.78
     K       B/Watch Neg     B+                      1.53
     L       B-/Watch Neg    B                       1.27
     M       CCC+/Watch Neg  B-                      1.02
    
             Ratings Placed on Creditwatch Negative
   
           Morgan Stanley Capital I Trust 2003-TOP11
    Commercial Mortgage Pass-Through Certs Series 2003-TOP11
   
                  Rating
     Class   To              From   Credit Enhancement (%)
     -----   --              -----------------------------
     C       A/Watch Neg     A                       6.75
     D       A-/Watch Neg    A-                      5.60
     E       BBB+/Watch Neg  BBB+                    4.33
     F       BBB/Watch Neg   BBB                     3.69
     G       BBB-/Watch Neg   BBB-                    3.05
    
                        Ratings Affirmed
   
           Morgan Stanley Capital I Trust 2003-TOP11
    Commercial Mortgage Pass-Through Certs Series 2003-TOP11
    
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-1     AAA                      12.22
            A-2     AAA                      12.22
            A-3     AAA                      12.22
            A-4     AAA                      12.22
            B       AA                        9.55
            X-1     AAA                        N/A
            X-2     AAA                        N/A
   
                      N/A - Not applicable


MOUNT CLEMENS: Fitch Affirms BB Rating on $82.8M Revenue Bonds
--------------------------------------------------------------
Fitch Ratings affirms and removes from Rating Watch Negative the
'BB' rating on the approximately $82.8 million outstanding County
of Macomb Hospital Finance Authority hospital revenue bonds,
series 2003B -- Mount Clemens General Hospital.  The Rating
Outlook is Negative.

Fitch placed the bonds on Rating Watch Negative on Nov. 11 due to
the potential of a qualified audit opinion, which had postponed
the release of the audit.  In order for the audit to be released
without a qualified opinion, Mount Clemens General Hospital --
MCGH -- needed a waiver from all bondholders, which has been
received.  Management anticipates the release of the audit this
week.

The Negative Rating Outlook reflects MCGH's continued operating
losses, which were exacerbated by a 35-day nurses' strike that
ended Sept. 11, 2004, and low debt service coverage.  Fitch
expects that MCGH's profitability, as supported by operating
initiatives, will improve over the medium term.  However, any
deterioration in balance sheet or operating ratios could lead to
additional downward movement in the rating.

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


NEW FRONTIER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Frontier Construction, Inc.
        6324 Starview Drive
        Park City, Utah 84098

Bankruptcy Case No.: 04-39997

Type of Business: The Debtor is a construction company that builds
                  and remodels houses in Park City, Deer Valley,
                  Jeremy Ranch, Pinebrook, Woodland, Heber,
                  Midway, and Wyoming.

Chapter 11 Petition Date: December 15, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: L. Mark Ferre, Esq.
                  1366 East Murray Holladay Road
                  Salt Lake City, UT 84117
                  Tel: 801-274-9909

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Key Bank                      Personal Property         $100,259
P.O. Box 94831                of Debtor
Cleveland, OH 44101

Chrysler Financial            2002 Dodge Pick-up         $28,552
P.O. Box 55000                Secured value:
Dept. 203201                  $25,000
Detroit, MI 48255

Frontier Lumber, Inc.         Cash Flow                  $22,076
P.O. Box 189
Lapoint, UT 84039

Key Bank                      Loan                       $20,000
P.O. Box 94831
Cleveland, OH 44101

VM Electric                   Electrical Contractor      $17,888

George S. May International   Consulting fees            $15,486

Scott Rasmussen               State & Tile               $14,000
                              Materials & Labor
                              Redhawk Lot-11

American Express              Cash Flow                  $13,724

Stock Building Supply         Materials Redhawk           $8,688
                              Lot-11

Citi Card                     Cash flow                   $7,867

Bank One NFF                  Cash flow                   $7,809

Martin Garage Doors           Garage Doors                $6,028
                              Redhawk Lot-11

The Red Hawk Wildlife         Homeowners Fees             $4,715
Preserve                      Redhawk Lot-11

Belcher's Auto                Cash flow                   $4,000

Noel Williams Construction    Concrete (Gypcrete)         $3,264

BMW Store                     Stone Masonry on            $2,024
                              Redhawk Lot-11

Joy's Interiors               Interior decorating         $1,113
                              consulting Redhawk
                              Lot-11

Mirror Lake Service           Fuel & Supplies             $1,067

Free and Associates           Appraisal on Redhawk        $1,000
                              Lot 11 Log house

Park City Nursery             Landscaping                   $978


NEWAVE: Subsidiary Secures Fraud Protection with SquareTrade Pact
-----------------------------------------------------------------
NeWave Inc.'s (OTC Bulletin Board: NWAV) wholly owned subsidiary,
Auction Liquidator, has secured fraud protection for its customers
through an agreement with SquareTrade.  Auction Liquidator
specializes in the re-selling of unwanted or excess items, from
both businesses and consumers, through online auction consignment.  
By combining the traditional roles of home garage sales and local
auction houses with the indisputable power of auction sites such
as eBay, Auction Liquidator will establish itself as an invaluable
resource, connecting supply with demand.  Auction Liquidator is
scheduled to launch its operation in January 2005.

NeWave CEO Michael Hill stated, "Since the dawn of e-commerce in
the 1990s, security had been the one of primary obstacles to the
full maturation of online commerce.  Through our partnership with
an industry leader such as SquareTrade, Auction Liquidator
customers will have the ability to predetermine a buyer or
seller's trustworthiness and capacities based on their SquareTrade
rating.  All SquareTrade members are monitored to assure the
maintenance of high standards in auction transactions.  He added,
"This high degree of protection will assist Auction Liquidator in
setting our standards for excellence in customer satisfaction."

                        About SquareTrade

SquareTrade was founded in 1999 to provide a way for people to
transact online with peace of mind.  Since then, SquareTrade has
rapidly grown to become the world's leading online dispute
resolution service.  The SquareTrade Seal Program, has become the
most recognizable symbol of trust, attracting several thousand new
members each month.  SquareTrade was recognized with the "2002
Outstanding Practical Achievement Award" by the prestigious CPR
Institute for Dispute Resolution.  The World Economic Forum
selected SquareTrade as one of the top 100 Technology Pioneers of
2001 and 2002. SquareTrade has acted as a key presenter to the
Federal Trade Commission, the European Union and the United
Nations Economic Commission for Europe on the issue of global
online consumer protection.  SquareTrade is a privately held
company funded by top tier investors, including Weston Presidio
Capital and JP Morgan Partners.

SquareTrade's mission is to build trust in transactions and to
create a better online trading experience.  SquareTrade's services
aim to help buyers identify trustworthy sellers they can buy from
safely, as well as help good sellers show buyers that they can be
trusted.  They have two complementary services: the SquareTrade
Seal, an easy way for buyers to recognize good sellers, and
Dispute Resolution -- an easy way for buyers and sellers to work
out problems.  SquareTrade serves a broad range of marketplaces
through partnerships with industry leaders, including eBay,
Verisign, PayPal and the California Association of REALTORS(R).

                        About NeWave, Inc.

NeWave, Inc. (OTCBB: NWAV) is a direct marketing company which
utilizes the internet to maximize the income potential of its
customers, by offering a fully integrated turnkey ecommerce
solution.  NeWave's wholly owned subsidiary Onlinesupplier.com,
offers a comprehensive line of products and services at wholesale
prices through its online club membership.  Additionally, NeWave's
technology allows both large complex organizations and small
stand-alone businesses to create, manage, and maintain effective
website solutions for e-commerce.  The Company hosts Web sites at
http://www.newave-inc.com/ http://www.onlinesupplier.com/and  
http://www.auctionliquidator.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2004,
Kabani & Company's report on the Company's consolidated financial
statements for the fiscal years ended December 31, 2003, and
December 31, 2002, included an explanatory paragraph expressing
substantial doubt about NeWave's ability to continue as a going
concern.

Losses have continued in 2004.  For the nine-month period ending
Sept. 30, 2004, NeWave posted a $3,344,334 net loss.


NORSKE SKOG: S&P Slices Corporate Credit Rating to BB- from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on pulp and paper producer Norske Skog Canada Ltd.
to 'BB-' from 'BB'.  At the same time, Standard & Poor's lowered
its senior secured rating to 'BB' from 'BB+' and its senior
unsecured rating to 'BB-' from 'BB'.  The outlook is negative.

"The rapid appreciation of the Canadian dollar, as well as
continued cost pressures such as in energy, will negatively affect
cash flow," said Standard & Poor's credit analyst Dan Parker.  
These items have offset much of the product price increases and
C$100 million of productivity improvements the company achieved in
the last year.  For every 1-cent appreciation of the Canadian
dollar, EBITDA is negatively affected by about C$15 million
dollars.

"The ratings action reflects our belief that a rising Canadian
dollar combined with rising cost pressures will limit the company
from improving its credit profile as much as previously forecasted
for 2005," added Mr. Parker.  

Although NorskeCanada has made significant improvements in 2004,
the overall credit profile has remains weak. For the trailing 12
months ended Sept. 30, 2004, EBITDA interest coverage was 1.7x,
funds from operations to total debt was only 7%, and leverage is
aggressive with total debt to EBITDA of 6.5x.  At the current
ratings, Standard & Poor's targeted NorskeCanada to average total
debt to capital of 3.8x and EBITDA interest coverage of more than
3x over the cycle.  

NorskeCanada financial targets and policies could strengthen the
company in the medium term, although it remains at an operating
disadvantage to its peers.  The company is committed to improving
the balance sheet and has targeted a total-debt-to-capitalization
ratio of 35%.  Standard & Poor's believes the company is capable
of achieving the targeted ratios through internally generated cash
flow, a relative advantage over some peers.  As NorskeCanada's
operating margins have been lower historically than its
competitors, the company's cost reduction efforts are necessary.
The company's three-year average operating margin is only 8.6%
versus 10.6% for Bowater, Inc., and 18.6% for Abitibi-
Consolidated, Inc.  In recent quarters, NorskeCanada has been
successful in narrowing the gap in operating margins relative to
its leading competitors, but continued operating improvements are
necessary, given its relatively higher exposure to Canadian dollar
appreciation and other cost escalations.



NORTHWESTERN: Paying $14.5M in Sec. Debt from Asset Sale Proceeds
-----------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
expects to complete the paydown of approximately $14.5 million in
medium- and long-term secured debt before year-end 2004 through
early redemption provisions.

According to Brian B. Bird, NorthWestern's Chief Financial
Officer, the debt will be paid down from approximately $25 million
in proceeds from recent asset sales.  This includes approximately
$15 million that NorthWestern received from the sale of bank debt
issued to the Company from CornerStone Propane Partners L.P. as
part of a previously reported claims settlement made through both
companies' bankruptcy reorganizations and $10 million in partial
payment of intercompany obligations from the sale of business
locations of Blue Dot Services, Inc.

NorthWestern is paying down $13 million of 7.25% Montana senior
secured term notes due March 3, 2008, and $1,446,000 in 8.95%
Montana First Mortgage Bonds due Jan. 1, 2022.  The Company will
have approximately $835.5 million in secured debt outstanding
following the transactions.

"These early debt redemptions are part of the Company's strategy
to further improve our balance sheet and reduce interest expenses
as we work to obtain an investment grade rating," said Mr. Bird.

In addition, Mr. Bird said that the Company expects to announce
its 2005 earnings guidance and dividend policy following the
filing of the Company's 2004 Annual Report on Form 10-K after its
March 2005 Board of Directors meeting.

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.


OAO SEVERSTAL: S&P Says Bid for Stelco Unlikely to Proceed
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Russia-based integrated steel company
OAO Severstal and removed it from CreditWatch, where it was placed
on Nov. 10, 2004.  The outlook is stable.

"The rating action reflects Standard & Poor's opinion that
Severstal's bid for Canadian steelmaker Stelco, Inc., which was
the reason for the CreditWatch placement, is unlikely to proceed,
at least in the short term," said Standard & Poor's credit analyst
Elena Anankina.

The court has extended the bankruptcy stay period at Stelco
(D/--/--) to February 2005.

Severstal's high appetite for acquisitions remains one of the key
factors constraining the rating at the 'B+' level, despite
relatively favorable operating and financial profiles.

Standard & Poor's expects that Severstal's profitability and cash
flow generation will continue to benefit from favorable industry
conditions.  S&P will continue to closely monitor Severstal's
financial policy, particularly in areas such as M&A (including the
expected return of mining assets from Severstal's shareholders),
capital expenditures, debt, distributions to shareholders, and
financial support to group members.  In the longer term, the
rating will be driven largely by Severstal's ability to resist the
cost erosion caused by the appreciation of the Russian ruble and
to curb working capital outlays, as well as by developments in the
Russian steel market and the success of the company's strategy of
entering higher value added market segments and improving
operating efficiency.

"Any upgrade would require a more predictable financial policy and
improved transparency, and the rating is therefore constrained at
its current level," added Ms. Anankina.


OCTANE ENERGY: Hiring Financial Advisor to Review Alternatives
--------------------------------------------------------------
Octane Energy Services Ltd. (TSX-V:OES) reported that as part of
management's review of strategic alternatives available to the
company in the context of the receivership of its wholly owned
subsidiaries, Octane's board of directors has authorized
management to engage an independent financial advisor to assist
with the examination and analysis of alternatives.  

If Octane has selected an advisor, the advisor's identity is not
public.  

The strategic alternatives to be considered may include, but will
not necessarily be limited to:

   (1) maintaining the status quo and continuing as an independent
       oilfield services company;

   (2) merging with another company; or

   (3) the sale of all or a division of the company for cash or
       shares.

Any strategic or corporate restructuring alternatives identified
will be subject to review and approval of the board of directors
and to shareholder and regulatory approvals, as required.

The Court of Queen's Bench of Alberta approved a Octane Energy
Services, Ltd.'s sale to Nabors Drilling LLP of the equipment
associated with the pipeline installation and maintenance business
formerly run by Octane Energy Services, Inc., for net proceeds of
approximately $2,500,000.  These proceeds have been applied to
retire the debtor-in-possession financing supplied by HSBC Bank
Canada (approximately $300,000) and the outstanding indebtedness
to GE Capital Equipment Finance, Inc. (approximately $1,800,000),
with the balance to be applied to any shortfall owing to HSBC Bank
Canada following collection of outstanding receivables at Octane
Energy Services, Inc.  Management believes that virtually all
former employees of Octane Energy Services, Inc. will be hired by
Nabors.

Octane Energy Services Ltd. remains under management direction
under the protection of the CCAA filing and its wholly owned
subsidiary Pronghorn Controls Ltd. remains intact and outside of
the CCAA process.  Pronghorn Controls Ltd. will carry on business
in the ordinary course as it has done since the filing under the
CCAA on October 15, 2004.  Octane Energy Services Ltd.'s wholly-
owned subsidiaries Octane Energy Services Inc. and Octane Energy
Services (BC) Inc. were placed into receivership by consent after
close of business on Friday, December 4, 2004.  In addition, the
role of the court appointed monitor was expanded at the parent
company (Octane Energy Services Ltd.) and includes a receivership
over the equipment held in that corporate entity.

Octane is an emerging, diversified oilfield services company. The
company provides complementary services in facilities construction
and electrical, instrumentation and maintenance services.  The
company employs its core base of assets and qualified personnel
from its field offices strategically located across Western
Canada.  The common shares of Octane trade on the TSX Venture
Exchange under the symbol "OES".


OSBORNE ENTITIES: Case Summary & 58 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Osborne Entities, Inc.
        aka Martin & MacDonald Company
        4650 Astor Road
        Louisville, Kentucky 40218
        Tel: (502) 968-9148

Bankruptcy Case No.: 04-38100

Type of Business: The Company is a member of National Association
                  of Waterproofing & Structural Repair Contractors
                  -- NAWSRC.  See http://www.nawsrc.org/

Chapter 11 Petition Date: December 20, 2004

Court: Western District of Kentucky (Louisville)

Judge:  David T. Stosberg

Debtor's Counsel: Stewart E. Bland, Esq.
                  Suite 1100, One Riverfront Plaza
                  401 West Main Street
                  Louisville, Kentucky 40202
                  Tel: (502) 584-7371
                  Fax: (502) 584-7386

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 58 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Internal Revenue Service                                $340,455
Attention: Alma Wyatt
Group 3700-MDP-527
1500 Ormsby Station Road
Louisville, Kentucky 40223

Todd Osborne and Dorothy Osborne                         $77,836
7215 Wood Briar Road
Louisville, Kentucky 40241

BAC Local #4 IN/KY CBA Escrow                            $52,540
2041 Broadway
Anderson, Indiana 46012

LaVena Wilkins                                           $48,232
5700 Harrods Run Road
Prospect, Kentucky 40059

W. Thomas Cook                                           $48,232
605 Berwyn Drive
Louisville, Kentucky 40223

CMA Supply of Louisville                                 $47,354

Kentucky State Treasurer                                 $26,435
Revenue Cabinet
Frankfort, Kentucky 40601

American Express                                         $20,979

Advanta Bank Corporation                                 $18,808

Triden/White Capital                                     $18,623
Construction Supply

Drema Dawson                                             $16,035

American Scaffolding, Inc.                               $16,014

Platinum Plus for Business                               $14,293

TAO Investments, LLC                                     $12,700

ChemRex, Inc.                                            $12,166

A C Krebs Company                                        $10,381

McCauley Nicholas & Company                               $8,870

Sealant Sales                                             $6,971

Louisville/Jefferson County                               $6,026
Revenue

National City Bank               Value of Security:       $5,979
                                 $5,000

Rental Service Corporation                                $5,976

Hieb Concrete Products, Inc.                              $4,253

Albert Oil Co., Inc.                                      $3,497

Microvisions Computer System                              $2,698

First Federal Savings Bank       Value of Security:       $2,662
                                 $27,000

Nextel Partners                                           $2,140

Tom Brown, Inc.                                           $1,814

The Home Depot                                            $1,762

Glenoaks Country Club                                     $1,480

First Federal Savings Bank       Value of Security:       $1,419
                                 $11,000

NES Rentals                                               $1,218

AGC of Kentucky, Inc.                                     $1,215

Life-Guard WP, Inc.                                       $1,178

Pennzoil 10 Minute Oil Change                             $1,146

Builders Exchange                                           $995

Suwannee River Supply, Inc.                                 $963

Computer Ease                                               $945

Middleton & Reutlinger                                      $917

Orr Safety Corporation                                      $881

McBee Systems, Inc.                                         $879

Ulrich Chemical Products, Inc.                              $853

Cintas Corporation                                          $710

Indiana Department of Revenue                               $708

Advanced-Sherman                                            $708

Black & Decker, Inc.                                        $610

Kentucky Derby Festival                                     $600

BaptistWorx                                                 $590

Big O Shepherdsville Road                                   $452

Kwik-Set Fasteners, Inc.                                    $355

Parrish Tractor, Inc.                                       $319

Naylor Publications, Inc.                                   $290

Southern Sealants Distributors                              $281

Refreshment Services                                        $232

Monitronics                                                 $220

Crystal Communications                                      $180

Pitney Bowes                                                $123

Louisville Metro Finance                                     $50
Department

City of Radcliff                                             $25


PALADYNE CORP: Recurring Losses Trigger Going Concern Doubts
------------------------------------------------------------
Market Central, Inc., (formerly Paladyne Corp.) failed to generate
positive cash flow during the year ended August 31, 2004, and its
cash resources on hand are insufficient for its long term needs.
As a result, certain debt, vendor payables, capital leases and
other obligations are in arrears and default.  

This situation has existed since 2001 and the Company has taken
several significant steps to alleviate the problems. During fiscal
2004 and subsequent to year-end, the Board of Directors approved
the sale of up to $7,000,000 in Series A preferred Stock. During
the year, $3,000,000 of these shares were sold.  The Board elected
to sell additional shares since August 31, 2004, in an effort to
stabilize the capital needs of the Company and to permit the
Company to exploit its knowledge management assets.  The Company
expects that after completion of the sale of the Series A
Preferred Stock, an additional capital raise of up to $10,000,000
will be necessary to provide the stability needed to fully exploit
the Company's opportunities in the knowledge management markets.
Management has been aggressively preparing for this subsequent
offering and they are optimistic that the subsequent offering will
be possible and that it will be accretive to existing
shareholders.  There are no assurances the Company will be
successful in raising the funds required.  The Company also
expects that sales of its SourceWare products will begin in the
second quarter of fiscal 2005, although this cannot be predicted
with certainty.

As shown in the Company's consolidated financial statements,
during the years ended August 31, 2004 and 2003, the Company
incurred losses from continuing operations of $5,264,004 and
$2,047,214, respectively.  The Company's current liabilities
exceeded its current assets by $7,071,971 as of August 31, 2004.  
These factors, among others, may indicate that the Company will be
unable to continue as a going concern for a reasonable period of
time.

                      Going Concern Doubt

The independent auditor's report on the Company's August 31, 2004,
financial statements states that the Company's recurring losses
raise substantial doubts about the Company's ability to continue
as a going concern.

The Company's existence is dependent upon management's ability to
develop profitable operations and resolve its liquidity problems.
Management anticipates the Company will attain profitable status
and improve its liquidity through the continued developing,
marketing and selling of its products and services and additional
equity investment in the Company.

Market Central, Inc., (formerly Paladyne Corp.) is a knowledge
management company specializing in state of the art solutions that
enable businesses to efficiently store, categorize and retrieve
information.  The Company owns multiple patents and patent-pending
technologies and has developed a suite of solutions that include
software for next-generation search, intelligent document
recognition, data capture, cleansing, mining, and integration.  
The Company also operates one wholly owned subsidiary, eCommerce
Support Centers, Inc., which provides outsourced contact center
solutions and Customer Relationship Management services; inbound
technical support, sales, and customer service; outbound pre-sales
and sales; data mining; and campaign management.  


PANAMSAT: Moody's Reviewing Low-B & Junk Ratings & May Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the debt ratings for PanAmSat
Holding Corp., and the company's operating subsidiary PanAmSat
Corporation (B1 Senior Implied) under review for possible upgrade
based on its announcement to issue $1.0 billion of equity in an
initial public offering, of which a portion is expected to be used
to reduce debt.

The ratings placed under review for PanAmSat Holding Corp. are:

   * Senior implied rating of B1;
   * Issuer rating of B1;
   * $250 million of Senior Discount Notes rated Caa1.

The ratings placed under review for PanAmSat Corporation are:

   * $2,460 million senior secured bank debt of B1;
   * $150 million of senior secured notes due 2008 of B1;
   * $125 million senior secured notes due 2028 of B1;
   * $1,010 million senior unsecured notes due 2014 of B2.

The review was initiated based on our expectation that the company
plans to issue $1 billion of equity in an initial public offering
adding additional equity to the company's thinly capitalized
balance sheet, and the potential for the company to use a portion
of the proceeds to reduce debt and leverage in a more expedient
manner than Moody's had anticipated.  Moody's review will focus on
the level of capital added net of any dividends, the level of
improvement to the credit metrics, expectation for further credit
improvement, and the company's strategy for the balance sheet and
shareholder returns in the future.

PanAmSat Corporation, headquartered in Wilton, Connecticut, is one
of the world's top three satellite operators.  With an owned and
operated fleet of 24 satellites, PanAmSat is a leading global
provider of video, broadcasting and network distribution and
delivery services.


PANDA-ROSEMARY: Moody's Reviewing Ba2 Rating & May Upgrade
----------------------------------------------------------
Moody's Investors Service placed the Ba2 senior secured bonds of
Panda-Rosemary Funding Corporation under review for possible
upgrade.

The rating action reflects the pending acquisition of the project
and its underlying assets by Virginia Electric and Power Company
(VEPCO: senior unsecured A3, stable outlook), the consummation of
which would trigger various changes under the project's indenture.   
These changes include the release of the collateral securing the
bonds and the assumption of an unconditional payment obligation by
VEPCO.  Additionally, project bondholders would be granted the
same rights and remedies as VEPCO's senior unsecured bondholders
pursuant to VEPCO's senior indenture.

The acquisition of the project by VEPCO is subject to certain
closing conditions, including approvals from federal and state
regulatory agencies.  In the event that the proposed acquisition
is consummated and the project's bonds become the obligation of
VEPCO and rank pari passu with its senior unsecured obligations,
the rating would be upgraded to A3, consistent with the rating of
VEPCO's senior unsecured debt.

Panda-Rosemary Funding Corporation is indirectly owned by Panda
Energy International, a developer of power projects headquartered
in Dallas, Texas.


PARMALAT USA: Liquidation Analysis Under the Chapter 11 Plans
-------------------------------------------------------------
The liquidation analysis of Parmalat USA Corporation and its
debtor-affiliates reflects the estimated cash proceeds, net of
liquidation-related costs that would be realized if each of
Parmalat USA Corp., Farmland Dairies, LLC, and Farmland Stremicks
Sub, L.L.C. -- formerly known as Milk Products of Alabama, L.L.C.
-- were liquidated in accordance with Chapter 7 of the Bankruptcy
Code.  The Liquidation Analysis is based on a number of estimates
and assumptions that, although considered reasonable by management
and Lazard Freres and Co., LLC -- the Debtors' investment banker
and financial advisor -- are inherently subject to significant
business, economic and competitive uncertainties and contingencies
beyond the U.S. Debtors' control, and which could be subject to
material change.

Accordingly, James A. Mesterharm, the Debtors' Chief Restructuring
Officer, states, there can be no assurance that the recoveries
from the liquidation of assets reflected in the Liquidation
Analysis would be realized if the U.S. Debtors were liquidated
under Chapter 7 and actual results could vary materially from
those estimated in the Liquidation Analysis.

The Liquidation Analysis illustrates that in a Chapter 7
liquidation, holders of claims in:

      (i) PUSA Class 3 (General Unsecured Claims against PUSA)
          would receive no recovery;

     (ii) Farmland Classes 3a (General Unsecured Claims against
          Farmland) and 3c (Convenience Claims) would receive no
          recovery; and

    (iii) MPA Class 3 (General Unsecured Claims against MPA),
          would receive an estimated 52.6% recovery.

The Liquidation Analysis is based on information from the U.S.
Debtors' projected balance sheet as of December 31, 2004, and
assumes that the Debtors would commence a Chapter 7 liquidation on
December 31, 2004.  The Liquidation Analysis also assumes that the
Projected Balance Sheet is a reasonable proxy for the actual
December 31, 2004, balance sheet.

The Liquidation Analysis assumes that the liquidation of Farmland
Dairies, LLC, would commence under the direction of a Bankruptcy
Court-appointed trustee and would continue for a period of
approximately 12 months, during which time all of Farmland's
significant assets would either be sold or conveyed to the lien
holders, and the cash proceeds, net of liquidation related costs,
would then be distributed to creditors.  Although some assets
could be liquidated in less than 12 months, other assets would be
more difficult to collect or sell, thus requiring a liquidation
period substantially longer than 12 months.  During the
liquidation, the trustee would generally undertake:

      (i) the orderly sale of inventory, buildings, land, and
          equipment and other fixed assets; and

     (ii) the orderly wind-down of daily operations.

For certain assets, liquidation values were estimated for each
asset.  For other assets, liquidation values were assessed for
assets in similar categories by estimating the percentage
recoveries that a trustee might obtain for that category of asset.  
With respect to Milk Products of Alabama, LLC, the
Liquidation Analysis assumes that Farmland is liquidated.

With respect to Farmland, the Liquidation Analysis assumes that
the Chapter 7 trustee would be able to negotiate a charging lien
against the assets, which are subject to the claims of secured
creditors.  Absent an agreement between the Chapter 7 trustee and
the secured creditors, funding for the Chapter 7 trustee would be
limited to the $50,000 carve-out provided for in the Postpetition
Financing Order and the proceeds of any avoidance actions, which
are subject to liens in favor of Milk Products in accordance with
the terms of the Postpetition Financing Order.  It is assumed that
without an agreement as to a charging lien between the
Chapter 7 trustee and the secured creditors, the Chapter 7 trustee
would likely abandon many of the assets in favor of the secured
creditors.

                       Farmland Dairies, LLC
                        Liquidation Analysis
                        Statement of Assets
                          ($ in millions)

                                                        Estimated
                           Projected   Hypothetical   Liquidation
                       Balance Sheet     Percentage         Value
                         (Unaudited)       Recovery   (Unaudited)
                       -------------   ------------   -----------
Cash and Cash
    Equivalents                 $2.3          97.2%          $2.2
Accounts Receivable             48.6          55.5%          26.9
Inventory                       18.5          30.0%           5.5
Prepaid Expenses                18.2           0.0%           0.0
Other Current Assets             0.9           0.0%           0.0

Property and Plant              30.1          69.5%          20.9
Equipment                       12.4          31.8%           3.9
Other PP&E                       8.1          12.5%           1.0
Miscellaneous Other
    Assets                       2.3           0.0%           0.0
Intercompany
    Receivables                172.1           7.8%          13.5
Other Intangible
     Assets                    172.4           2.7%           4.7
                       -------------                  -----------
Total Assets                  $485.9                        $78.8

Preference Claims              $4.8         100.0%          $4.8

Costs Associated
    with Liquidation:

Payroll and Overhead
    Costs                                                   ($5.5)
Selling Commissions                                         (1.6)
Chapter 7 Trustee Fees                                      (1.6)
Chapter 7 Professional Fees                                 (0.9)
                                                      -----------
                                                            ($9.6)

Net Estimated Liquidation
    Proceeds Available for Distribution                     $74.0
                                                            =====


                       Farmland Dairies, LLC
                        Liquidation Analysis
                   Distribution Analysis Summary
                          ($ in millions)

                                 Estimated        Estimated
                                 Allowable      Liquidation
                                    Claims            Value
                                 ---------      -----------
Farmland Sources of Cash

    Net estimated liquidation
       proceeds available for
       distribution                                   $74.0
    Farmland administrative
       claim against PUSA             $1.5              1.5
                                                -----------
Net estimated proceeds
    available for distribution                        $75.5
_________________________________________________________________

Citibank Secured Claims

    Citibank receivables
       Purchase Agreement            $27.8            $26.9

    Hypothetical recovery to
       Citibank                                       97.0%

Proceeds available after
    Citibank Secured Claims                           $48.5
_________________________________________________________________

Real Estate Tax Claims

    Real Estate Tax Claims            $0.0             $0.0
                                 ---------      -----------
    Total Secured Tax Claims          $0.0             $0.0

    Hypothetical recovery to
       Secured Tax Claims                            100.0%

Postpetition Credit Agreement
    Secured Claims

    Carve-out for Professional
       Fees                           $4.6             $4.6
    Postpetition Credit
       Agreement                      34.3             34.3
                                 ---------      -----------
    Total Postpetition Credit
       Agreement Secured
       Claims                        $38.9            $38.9

    Hypothetical recovery to
       Postpetition Credit
       Agreement Secured Claims                      100.0%

Proceeds available after
     Postpetition Credit Agreement
     Secured Claims                                    $9.6
_________________________________________________________________

Master Lease Secured Claims

    Master Lease Claim                $8.4             $4.8

    Hypothetical recovery to
       Master Lease Claim                             57.4%

Proceeds available after
     Master Lease Claim                                $4.8
_________________________________________________________________

Secured Administrative Claims

    Net MPA Administrative Claim      $6.7             $4.8

    Hypothetical recovery to
       Secured Administrative Claims                  72.2%

Proceeds available after Secured
     Administrative Claims                             $0.0
_________________________________________________________________

Secured LC Facility Claim

    LC Facility Claim                 $5.4             $0.0

    Hypothetical Recovery to
       LC Facility Claim                               0.0%

Proceeds Available after
    Secured LC Facility Claim                          $0.0
_________________________________________________________________

Administrative Claims

    Unsecured Chapter 11
       Administrative Claims
    Salaries, wages & benefits        $7.8             $0.0
    Postpetition Unpaid Master
       Lease Payments                  8.5              0.0
    Postpetition Accounts Payable     13.6              0.0
    Postpetition Accrued Liabilities  21.4              0.0
                                 ---------      -----------
    Total Chapter 11
       Administrative Claims         $51.3             $0.0

    Hypothetical recovery to
       Unsecured Chapter 11
       Administrative Claims                           0.0%

Proceeds available after
    Administrative Claims                              $0.0
_________________________________________________________________

Priority Unsecured Claims

    Priority Wage/Benefit Claims      $1.9             $0.0
    Priority Tax Claims                0.5              0.0
                                 ---------      -----------
    Total Priority Unsecured
       Claims                         $2.3             $0.0

    Hypothetical recovery to
       Priority Unsecured Claims                       0.0%

Proceeds available after Priority
    Unsecured Claims                                   $0.0
_________________________________________________________________

Unsecured Claims

    Unsecured Master Lease
       Rejection Claim               $78.7             $0.0
    General Unsecured Claims          16.1              0.0
    PBGC Claim                        18.8              0.0
    Parmalat USA Claim                10.4              0.0
    Preference Claims                  4.8              0.0
    MPA Unsecured Claim                2.7              0.0
                                 ---------      -----------
    Total Unsecured Claims          $131.5             $0.0

    Hypothetical recovery to
       Unsecured Claims                                0.0%

Net Estimated Deficiency to
    Unsecured Claims                                ($131.5)

Proceeds available after
    Unsecured Claims                                   $0.0


                   Farmland Stremicks Sub, L.L.C.
                        Liquidation Analysis
                   Distribution Analysis Summary
                          ($ in millions)

                                 Estimated        Estimated
                                 Allowable      Liquidation
                                    Claims            Value
                                 ---------      -----------
MPA Sources of Cash

    Net proceeds from sale
       available for distribution                      $8.5
    Net MPA Administrative Claim
       against Farmland               $6.7              4.8
    MPA Unsecured Claim against
       Farmland                        2.7              0.0
                                                -----------
Net Estimated Proceeds available
    for distribution                                  $13.3
_________________________________________________________________

Administrative Claims

    Chapter 11 Professional Fees      $0.8             $0.8

    Hypothetical recovery to
       Administrative Claims                         100.0%

Proceeds available after
    Administrative Claims                             $12.5
_________________________________________________________________

Unsecured Claims

    PBGC Claim                       $18.8             $9.4
    Parmalat USA Claim                 4.9              2.5
    General Unsecured Claims           1.4              0.7
                                 ---------      -----------
    Total Unsecured Claims           $25.1            $12.5

    Hypothetical recovery to
       Unsecured Claims                               49.8%

Net Estimated Deficiency to
    Unsecured Claims                                 ($12.6)

Proceeds available after
    Unsecured Claims                                   $0.0


                         Parmalat USA Corp.
                        Liquidation Analysis
                    Distribution Analysis Summary
                          ($ in millions)

                                 Estimated        Estimated
                                 Allowable      Liquidation
                                    Claims            Value
                                 ---------      -----------

PUSA Sources of Cash

    PUSA Claims from MPA              $4.9             $2.5
    PUSA Claims from Farmland         10.4              0.0
                                                -----------
Net Estimated Proceeds
    available for distribution                         $2.5
_________________________________________________________________

Secured Claims

    DIP Lender Claim                  $0.0             $0.0
    Farmland Claim for Chapter
       11 Professional Fees            1.5              1.5
                                 ---------      -----------
    Total Secured Claims              $1.5             $1.5

    Hypothetical recovery to
       Secured Claims                                100.0%

Proceeds available after
    Secured Claims                                     $0.9
_________________________________________________________________

Priority Unsecured Claims

    Priority Unsecured Claims         $1.2             $0.9

    Hypothetical recovery to
       Priority Unsecured Claims                      76.4%

Proceeds available after
    Priority Unsecured Claims                          $0.0
_________________________________________________________________

Unsecured Claims

    PBGC Claim                       $18.8             $0.0
    Senior Unsecured Notes            20.1              0.0
    Other Unsecured Claims             7.6              0.0
                                 ---------      -----------
    Total Unsecured Claims           $46.5             $0.0

    Hypothetical recovery to
       Unsecured Claims                                0.0%

Net Estimated Deficiency to
    Unsecured Claims                                 ($46.5)

Proceeds available after
    Unsecured Claims                                   $0.0

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PEACHTREE FRANCHISE: Moody's Junks $6.192 Million Class C Notes
---------------------------------------------------------------
Moody's Investors Service downgrades five classes of securities
issued in Peachtree Franchise Finance's securitization of
franchise loans.  The rating action is due to the deterioration in
recovery assumptions for the problem borrowers in the pool and the
recent delinquency of Delta Bluff, a large borrower exposure.  The
complete rating actions are:

   * Peachtree Franchise Loan Notes, Series 1999-A

     -- $37,798,433 Class A-1 Notes, downgraded to Baa2 from A3;
     -- $44,896,000 Class A-2 Notes, downgraded to Baa2 from A3;
     -- $6,966,000 Class B Notes, downgraded to B1 from Baa3;
     -- $6,192,000 Class C Notes, downgraded to Caa3 from Caa1;
     -- Class A-X, downgraded to A3 from Aa3.

Delinquencies as of the October 2004 distribution date total 22.7%
of the pool with subordination protecting the Class A notes
totaling 21.9%; 15.4% for Class B; and 9.5% for Class C notes.  
The largest problem borrower is Delta Bluff, an Applebee's
borrower comprising 9.6% of the pool followed by BDSB of Utah
(5.5%), and Slaymaker (5.1%).  The ratings action considers
expected recoveries on the problem borrowers in addition to future
defaults among current borrowers.

Peachtree is a Georgia limited liability company organized in
January 1998 that began originating and servicing loans in July
1998.


PEGASUS SATELLITE: Judge Haines Okays Employee Retention Program
----------------------------------------------------------------
Judge Haines of the U.S. Bankruptcy Court for the District of
Maine approves the Broadcast Retention Plan with respect to the
Broadcast Key Employees as modified of Pegasus Satellite
Communications, Inc., and its debtor-affiliates:

    (a) The Broadcast Key Employees will be entitled to
        participate in the Broadcast Retention Plan consisting
        solely of Severance Payments and COBRA Benefits;

    (b) There will be no Retention Payments under the Broadcast
        Retention Plan;

    (c) The Broadcast Retention Plan will supersede any
        prepetition severance plans for the Broadcast Key
        Employees.  The Severance Payment may be paid upon
        involuntary termination of a Broadcast Key Employee by the
        Debtors for reasons other than:

        -- termination for cause, including unsatisfactory
           performance;

        -- a transaction involving a sale, acquisition or change
           in control of the Debtors' Broadcast division or
           substantially all of the Broadcast Assets with a third
           party in which the Acquiror hires the Broadcast Key
           Employee upon the closing of that transaction on the
           terms, compensation, responsibilities and geographic
           location materially consistent with the Broadcast Key
           Employee's current employment; or

        -- if Pegasus Communications Corporation or any of its
           direct or indirect subsidiaries is the winning bidder
           for the Broadcast Assets and hires the Broadcast Key
           Employee;

    (d) Until the Court determines the winning bidder for the
        Broadcast Assets, the Debtors will provide the Committee
        with written notice if they will be terminating the
        employment of any of the Broadcast Key Employees.  If the
        Committee objects to the proposed termination, the
        Committee will be required to make an appropriate
        Court application regarding the proposed termination and
        the Debtors will be prohibited from effectuating
        termination prior to entry of a Court order.  If the Court
        approves an Acquiror as the winning bidder for the
        Broadcast Assets, the consent of the Committee will be
        required before the Debtors may terminate the employment
        of any of the Broadcast Key Employees;

    (e) If PCC is the winning bidder for the Broadcast Assets, any
        amounts that are paid out under the Broadcast Retention
        Plan by the Debtors will be repaid by PCC to the Debtors'
        estates no later than the closing of the sale or
        consummation of other transactions whereby PCC
        acquires the Broadcast Assets or the stock of the
        Broadcast Debtors;

    (f) The Severance Payments will be calculated as follows and
        will not aggregate more than $838,116 for all Broadcast
        Key Employees:

           Employee Level                    Minimum
           --------------                    -------
           Manager                           13 weeks
           Director                          26 weeks
           Vice President                    52 weeks

    (g) A claim for the Severance Payment will constitute an
        administrative priority expense claim pursuant to Section
        503(b) of the Bankruptcy Code.  The payment of the
        Severance Payment to a Broadcast Key Employee will be
        conditioned upon the Broadcast Key Employee executing a
        valid release of claims arising out of the Broadcast Key
        Employee's employment or termination of employment, in a
        form satisfactory to the Debtors and the Committee, and
        reasonable in scope;

    (h) The COBRA Benefits will consist of family coverage for
        each of the Broadcast Key Employees for the following time
        periods, provided, that, the aggregate amount of premiums
        paid by the Debtors will not exceed $226,800:

           Employee Level                    Minimum
           --------------                    -------
           Manager                           13 weeks
           Director                          26 weeks
           Vice President                    52 weeks

    (i) The reasonable expenses for the administration of COBRA
        Benefits, including expenses relating to an outsource
        benefits manager and a Pegasus Communications Media
        Corporation benefits administrator will be paid by PCMC
        and allocated in accordance with the Support Services
        Order; and

    (j) Under no circumstances will the Debtors have any liability
        to make any payments under the Broadcast Retention Plan to
        a Broadcast Key Employee retained by and subsequently
        terminated by an Acquiror.

The Debtors are authorized, but not directed, to pay the
Severance Payments to Broadcast Key Employees and pay the premiums
for COBRA Benefits, all as appropriate under the Broadcast
Retention Plan without further Court order.

Furthermore, Judge Haines approves the Supplemental Satellite
Retention Plan with respect to the Satellite Key Employees as
modified:

    (a) The Satellite Key Employees will be entitled to
        participate in the Supplemental Satellite Retention Plan
        consisting of a Plan Bonus and a Discretionary Pool;

    (b) As of November 24, 2004, five of the Satellite Key
        Employees are employees of PCMC.  The allocation of the
        costs of the Supplemental Satellite Retention Plan with
        respect to the PCMC employees will be made in accordance
        with the Support Services Order;

    (c) The Plan Bonus will consist of nine weeks additional
        salary and will not aggregate more than $276,000 for all
        Satellite Key Employees.  The Plan Bonus will be paid upon
        the consummation date of a Chapter 11 plan for the
        Debtors, provided, however, if the Consummation Date will
        not have occurred by March 31, 2005, then 50% of the
        amount of the Plan Bonus will be paid on March 31, 2005,
        with the balance paid on the Consummation Date.  No
        payment of the Plan Bonus will be made in the case of the
        voluntary termination of a Satellite Key Employee.  In the
        case of an involuntary termination, without cause, on or
        after February 1, 2004, because the Satellite Key Employee
        has completed his or her duties necessary to achieve Plan
        Consummation, the Plan Bonus would be paid to the
        Satellite Key Employee on the date of termination.  Prior
        to February 1, 2004, the Debtors will provide the
        Committee with written notice if they will be terminating
        the employment of any of the Satellite Key Employees,
        without cause, because the Satellite Key Employee has
        completed his or her duties necessary to achieve Plan
        Consummation, and if the Debtors intend to pay that
        Satellite Key Employee the Plan Bonus, and if the
        Committee objects to that proposed termination and the
        payment of the Plan Bonus, the Debtors will be required to
        make an appropriate Court application regarding the
        proposed termination and payment of the Plan Bonus and the
        Debtors will be prohibited from effectuating the
        termination and payment of the Plan Bonus prior to entry
        of a Court order;

    (d) To the extent that the amounts approved under the
        Satellite Retention Plan or the Supplemental Satellite
        Retention Plan are not paid out by virtue of employees
        forfeiting payments that were approved under the Satellite
        Retention Plan or the Supplemental Satellite Retention
        Plan, the cost savings will accrue and may be paid to
        Satellite Key Employees or other employees only; and

    (e) To the extent there are funds in the Discretionary Pool,
        in the event that there are circumstances in which the
        Debtors believe that additional payments to the Satellite
        Key Employees, or other employees are necessary, the
        Debtors will provide the Committee with written notice of
        their intention to make any additional payments to
        employees from the Discretionary Pool, and if the
        Committee objects to the proposed payment, the Committee
        will be required to make an appropriate application to the
        Court regarding the proposed payment, and the Debtors will
        be prohibited from making any payments until entry of a
        Court order.

The Debtors are authorized, but not directed, to pay the Plan
Bonus and amounts from the Discretionary Pool to Satellite Key
Employees or other employees as appropriate under the Supplemental
Satellite Retention Plan.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004. Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  (Pegasus Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLAINS EXPLORATION: Fitch Withdraws BB+ Rating on Senior Debt
-------------------------------------------------------------
Fitch Ratings has withdrawn the 'BB+' rating assigned to Plains
Exploration & Production Company's senior secured bank facility
and the 'B+' rating assigned to its Senior Subordinated debt.
Fitch will no longer provide analytical coverage on this issuer.


PROVIDENCE RI: Fitch Revises Outlook on B Rating to Positive
------------------------------------------------------------
Fitch Ratings revises the Rating Watch on approximately
$30.7 million outstanding Providence, Rhode Island special
obligation bonds, series 1995A-C and series 1996D, rated 'B', to
Positive from Negative.  The bonds mature variously through 2016.

The revision of the Rating Watch to Positive from Negative
reflects the bankruptcy court's recent acknowledgement of Dominion
Resources, Inc., as the highest bidder to acquire US Gen New
England Inc.'s 495-megawatt combined-cycle natural gas-fired
Manchester Street Station located in the city, from which the tax
revenues securing the bonds are generated.  The sale of the asset
is expected to close in the first quarter of 2005.  At that time,
Fitch will review the terms of the transaction and if favorable to
bondholders, may move the rating upward, potentially as high as
the 'BBB' category.

The bonds are secured by property tax revenues paid to the city
from the single taxpayer and current owner, the company, pursuant
to the five-year tax stabilization agreement which expires in June
2009.  Additional security is generated from the debt service
reserve fund, fully funded at the maximum annual debt service --
MADS -- level of $3.7 million.

The rating on the bonds was downgraded from 'BBB-' in 2003
following the bankruptcy filing of the company.  The current tax
stabilization agreement was approved by the city council and
bankruptcy court last year and the city continues to receive full
and timely payment of tax revenues, quarterly, totaling $6.6
million per year.  Coverage of the $3.7 million MADS is stable at
1.78 times.


PSEG ENERGY: Fitch Affirms BB Rating & Says Outlook is Negative
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Public Service
Enterprise, Inc Group -- PSEG-- and subsidiary PSEG Power, LLC, to
Positive from Stable following the announcement of a merger
agreement between PSEG and Exelon Corp.  Fitch has also affirmed
the ratings of Public Service Electric and Gas, PSEG Energy
Holdings and each of the Exelon entities as shown in the table at
the end of this release.

The rating actions reflect the stock for stock nature of the
transaction that allows the combined entity to emerge with a
strong credit profile, expected pre-tax synergies that management
estimates will approximate $400 to $500 million annually and the
positive impact of Exelon's strong nuclear management team on
PSEG's nuclear operations.  The companies have agreed to a nuclear
service agreement to address the operating problems at PSEG's
nuclear plants.  About 70% of the synergies are expected to come
from non-regulated operations.  The combined entity will also
benefit from a large portfolio of low cost coal and nuclear
generation.  Fitch estimates the combined entity will have a debt
ratio of in the 45% range and a ratio of debt to EBITDA of less
than 3.5 times.  About 50% of projected EBITDA is expected to come
from regulated distribution operations.

The merger is conditioned on a number of state and federal
agencies and is expected to take 12 to 15 months to complete.
These included the New Jersey Board of Public Utilities, the
Pennsylvania Public Utility Commission, the Illinois Commerce
Commission, the Federal Energy Regulatory Commission -- FERC, the
Nuclear Regulatory Commission, the SEC under the Public Utilities
Holding Company Act and either the Department of Justice or the
Federal Trade Commission.  Meeting the FERC's market power
requirements could prove to be difficult because of the
concentration of generation in the PJM Region.  The market power
issues are mitigated by the membership of both companies in a
Regional Transmission Organization -- RTO.  Nonetheless the
company is likely to be required to divest some fossil generation.

The ratings of Exelon and PSEG are:

     Exelon Corp.:
     
          -- Senior unsecured debt 'BBB+';
          -- Commercial paper 'F2';
          -- Rating Outlook Stable.
     
     Exelon Generation, LLC:
     
          -- Senior unsecured debt 'BBB+';
          -- Commercial paper 'F2;
          -- Rating Outlook Stable.
     
     Commonwealth Edison Co.:
     
          -- Secured debt 'A-';
          -- Senior unsecured debt 'BBB+';
          -- Preferred stock 'BBB';
          -- Commercial paper 'F2'.
     
     PECO Energy Co.:
     
          -- Secured debt 'A';
          -- Senior unsecured debt 'A-';
          -- Preferred stock 'BBB+';
          -- Commercial paper 'F1'.
          
     Public Service Enterprise Group Inc.:
     
          -- Indicative senior unsecured 'BBB';
          -- Trust preferred securities 'BBB-';
          -- Commercial paper rating 'F2';
          -- Rating Outlook Positive.
     
     PSEG Power LLC:
     
          -- Senior unsecured 'BBB';
          -- Rating Outlook Positive;
          
     PSEG Funding Trust I and II:
     
          -- Preferred securities 'BBB-';
          -- Rating Outlook Positive.
          
     Enterprise Capital Trust I, II and III:
     
          -- Preferred securities 'BBB-';
          -- Rating Outlook Positive.
          
     Public Service Electric and Gas Company:
     
          -- First Mortgage Bonds 'A';
          -- Senior unsecured debt 'A-';
          -- Preferred stock 'BBB+';
          -- Commercial paper 'F2';
          -- Rating Outlook Stable
     
     PSEG Energy Holdings:
     
          -- Senior unsecured debt 'BB';
          -- Rating Outlook Negative.
     
     
PSEG ENERGY: Moody's Affirms Ba3 Senior Unsecured Rating
--------------------------------------------------------
Moody's Investors Service affirmed:

   * the Baa2 senior unsecured rating of Public Service Enterprise
     Group -- PEG,

   * the Baa1 senior unsecured rating of PSEG Power -- Power,

   * the A3 senior secured rating of Public Service Electric and
     Gas -- PSE&G, and

   * the Ba3 senior unsecured rating of PSEG Energy Holdings --
     Holdings.

The rating outlook for PEG was revised to stable from negative.  
The rating outlook for Power was revised to stable from negative.  
PSE&G's stable rating outlook remains unchanged.  Additionally,
Holdings' negative rating outlook remains unchanged.  The rating
actions follow the announcement of a planned merger of PEG with
Exelon Corporation.

Under the terms of the proposed transaction, Exelon will acquire
PEG for approximately $12 billion in stock and approximately
$14 billion in assumed debt.  Moody's views the transaction as
being positive for the creditworthiness of PEG and Power, whose
debt will be assumed, respectively, by the surviving merged parent
holding company and the unregulated generating company.  Exelon is
expected to assume PEG's holding company debt, while Exelon
Generation -- Genco -- is expected to assume Power's outstanding
debt.

Exelon entered into a Nuclear Management Agreement with Power,
effective January 2005.  Moody's views this positively because
Exelon's substantial experience in improving nuclear operations,
and in implementing best practices and safety management could
result in improved performance for Power's nuclear operations.

With respect to PSE&G and Holdings, Moody's views the acquisition
as being essentially credit neutral.  Both companies will operate
under their current business plans as standalone, self-funding
subsidiaries of Exelon, at least initially.  The stable outlook
for PSE&G reflects the company's low business risk as a T&D
utility, and its current and projected financial performance,
which is expected to improve modestly in 2005-2006 and to be in
line with its rating category.  While Holdings has made progress
in disposing of poorly performing assets and delivering on its
financial targets this year, the negative outlook for Holdings
reflects the company's history of volatile financial performance,
and its continuing exposure to emerging markets, merchant power,
and an ongoing tax audit at its leveraged lease subsidiary.

The transaction requires Hart Scott Rodino clearance, SEC
clearance under PUHCA, as well as NRC and FERC approval.
Pennsylvania and New Jersey state regulatory approval will also be
required.  Exelon expects to obtain regulatory approvals in 12 to
15 months.

Public Service Enterprise Group is an energy and energy services
company based in Newark, New Jersey.


PSEG ENERGY: S&P Revises Outlook on BB- Rating to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on PSEG Energy Holdings LLC and revised the outlook
to negative to reflect the ongoing financial impact of failed
investments and investments, whose performance has been
meaningfully below expectations, and to reflect concerns that
asset dispositions may not be accompanied by commensurate levels
of debt reduction and could deprive the company of those assets
that are best able to contribute to cash flow.

Newark, New Jersey-based Holdings' corporate credit rating
reflects the company's stand-alone credit quality and therefore
does not benefit from its affiliation with financially stronger
companies within the Public Service Enterprise Group, Inc., family
of companies.  Likewise, the ratings on other members of
Enterprise do not reflect the financial drag created by
Holdings.

"Following the merger between Exelon Corp. and Enterprise,
Standard & Poor's expects to continue to rate Holdings on a
stand-alone basis without reflecting the affiliation with the
Exelon companies," said Standard & Poor's credit analyst David
Bodek.

Holdings is saddled with $1.8 billion of recourse debt
obligations.  After write-offs, Holdings also services about
$1.4 billion of outstanding nonrecourse project debt.  Holdings
has demonstrated a willingness to sever ties to projects financed
with nonrecourse debt that have not performed at levels consistent
with expectations.  Consequently, Standard & Poor's excludes
Holdings' nonrecourse debt from calculations of the company's
credit metrics.


SHILOH INDUSTRIES: Moody's Rates $175M Senior Secured Debt at Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Shiloh
Industries, Inc., in response to the company's continued strong
cash flow generation and corresponding debt reduction.  Moody's
additionally assigned Ba3 ratings to Shiloh's proposed new
guaranteed senior secured credit facilities, which will refinance
the existing credit agreement.

Shiloh's improved credit metrics have been achieved through
significant new program launches of higher value-added products,
combined with successful efforts to enhance operating margins and
lower the company's break-even sales level.  Shiloh's rating
outlook following these rating actions is stable.

These specific rating actions were taken:

   * Assignment of Ba3 ratings for Shiloh's $175 million of
     proposed new guaranteed senior secured credit facilities, to
     consist of:

     -- $125 million revolving credit facility due January 2010;
     -- $50 million term loan due January 2010;

   * Upgrade to Ba3, from B1, of the ratings of Shiloh's existing
     $174 million of remaining guaranteed senior secured credit
     facilities (which ratings will be withdrawn upon the closing
     of the proposed new credit agreement) consisting of:

     -- $60 million revolving credit facility due January 2007;

     -- $64.13 million remaining term loan A facility due January
        2009;

     -- $49.75 million remaining term loan B facility due January
        2009;

   * Upgrade to Ba3, from B1, of Shiloh's senior implied rating;
     and

   * Upgrade to B1, from B2, of Shiloh's senior unsecured issuer
     rating

The rating upgrades reflect Shiloh's steady pace of debt and
leverage reduction, which was realized in the midst of generally
difficult industry conditions, which have plagued most North
American automotive suppliers over the past year.  While steel is
the primary raw material that Shiloh's blanking and stamping
operations require, the company proved substantially immune to the
rapid rise in steel prices during 2004.  According to management,
this is a direct result of Shiloh's definitive strategy to take
advantage of any customer programs, which serve to minimize
external commodity risk, despite the possibility of foregoing
upside benefits.  Shiloh also recently completed several major new
launches of higher value-added engineered welded blanking programs
that should reach full run rate potential during 2005.  Engineered
welded blanking facilitates greater vehicle safety and reduced NVH
properties at lower weights than competing technologies.  OEM
demand for this highly capital intensive and specialized welding
process across a broader range of automobiles and light trucks is
driving Shiloh's revenue and value-added margin growth at a faster
pace than overall industry production.  The fact that Shiloh has
low dollar-per-vehicle content on a broad range of programs for
each customer also helps to minimize the degree of exposure to
particular platforms.  Shiloh furthermore reduced its fixed cost
base and level of break-even revenues by more than $130 million
since 2002 through closely monitored actions aimed at reducing
headcount, increasing labor productivity, implementing the use of
highly sophisticated robotics, minimizing scrap, and driving down
defective parts per million.  Capital expenditures are now closely
monitored and projected to run well below depreciation as the
company looks to achieve greater capacity utilization and more
effectively plan out the logistics of new programs.

More specifically, for the twelve month pro forma period ended
October 31, 2004, Shiloh's total debt/EBITDAR leverage is expected
to have been reduced to approximately 2.2x, from 2.8x for the
twelve month period ended April 30, 2004 (which results were the
basis for Moody's last rating action dated July 1, 2004).  EBIT
coverage of cash interest for the twelve-month pro forma period
ended October 31, 2004, is expected to be approximately 6.6x,
versus the 3.7x cash interest coverage for the comparable period
ended April 30, 2004.  Shiloh's EBIT return on total assets also
improved to 10.3%, from 8.4% over the same timeframe.  The pro
forma estimates assume that the proposed bank refinancing
transaction occurs.

Shiloh's commodity risk has been well hedged by virtue of the fact
that about 80% of the company's actual steel purchases are
conducted under OEM resale programs providing full pass-through of
steel costs, and that approximately 10% of the company's steel
requirements are satisfied through tolling arrangements under
which Shiloh never actually owns the steel.  In certain cases
where Shiloh must buy directly, the company typically negotiates
pass-through arrangements on a contract-by-contract basis (such as
for heavy duty truck customers).  However, due to global shortages
of processed steel during the first half of 2004, the quality and
availability of the steel was briefly a concern.

The proposed new senior secured credit agreement will further
enhance Shiloh's capital structure and flexibility by:

   (a) extending the facility maturities,

   (b) eliminating the costly term loan B,

   (c) increasing the revolver component of the deal to enable
       future debt reduction without penalty,

   (d) eliminating the borrowing base restriction, and

   (e) lowering the applicable interest rates.  

Shiloh is notably using internal cash flows and the new revolving
credit facility to absorb an average of $40 million of financing
for accounts receivable that were previously discounted under OEM
fast-pay programs, which are being discontinued.  Approximately
half of this amount was already absorbed by Shiloh prior to its
fiscal year end.

Shiloh's ratings continue to be constrained by the company's small
absolute size, niche focus, commodity-like nature of much of the
traditional product line, and sensitivity to cyclical automotive
and truck production volumes.  Shiloh faces the risk of lost
market share over time given that it is presently a North
American-focused automotive supplier with an approximately 58%
concentration with the Big 3 OEM's.  Shiloh notably provides the
largest share of GM's engineered welded blanks and is potentially
materially exposed to GM's rising dealer inventories and near-term
production cuts.  Sales to the automotive industry overall during
fiscal 2004 were approximately 89.5% of total revenues.  Shiloh's
average content per vehicle remains low at under $40, but has been
gradually increasing as the company's product mix evolves.  A
meaningful portion of Shiloh's competition consists of in-sourced
production that is being retained by the unionized OEM's.  There
additionally exist a large number of independent competitors for
the company's more traditional product lines, which makes it
essential for Shiloh to be able to demonstrate that is has the
lowest operational cost, highest quality and service, and best
technology.  Shiloh continues to have significant excess capacity
for blanking and engineered products, which it is working to
absorb with new business awards that would ideally involve more
non-automotive applications.

The improvements in Shiloh's business appear to be directly tied
to the company's current CEO, who came on board in this capacity
in early 2002.  While this individual remains dedicated to
continuing in his current role at Shiloh and has chosen to be
compensated to date almost exclusively with Shiloh's stock, the
company is potentially poised to suffer a setback should he leave
the company for any reason.  On the other hand, the risk appears
to be mitigated by the fact that several members of senior
management have been selected by this CEO during his tenure to
date, Shiloh's performance and stock valuation have been
materially enhanced, and the company has developed a new corporate
culture and operating discipline that would not be expected to
readily revert back to old ways.  Moody's furthermore notes that
while Shiloh is a publicly traded company, approximately 60% of
its common stock is owned or controlled by MTD Holdings, Inc.,
which sold its MTD Automotive subsidiary to Shiloh in 1999.  While
nothing of this nature has occurred to date and MTD does not
appear to be anxious to liquidate its investment in Shiloh,
Moody's has some concern that MTD could eventually place pressure
on the company to re-lever itself in a material way in order to
accommodate MTD's interests.

The Ba3 ratings of the proposed new $175 million guaranteed senior
secured credit facilities reflect the benefits and limitations of
the collateral and guarantee package.  The revolving credit and
term loan facilities will be secured on a pari passu basis by a
first-priority interest in substantially all domestic assets of
Shiloh and its existing or future subsidiaries.  In addition, the
facilities will be secured by a first-priority interest in 100% of
the stock of domestic subsidiaries and up to 65% of the stock of
any foreign subsidiaries to the extent a larger percentage would
cause material adverse tax consequences.  Guarantees will be
provided by all existing and future direct and indirect
subsidiaries of Shiloh.  Unlike under the company's prior credit
agreements, advances against the revolving credit facility will
not be subject to limitations based upon borrowing base
calculations.

Future events that could potentially drive Shiloh's ratings or
outlook lower again include:

    (1) lack of sufficient steel availability,

    (2) the departure of key members of senior management,

    (3) a slowing of the pace of value-added net new business,

    (4) loss of market share,

    (5) failure to maintain both a technological advantage,

    (6) sufficient capacity within the laser-welded blanking
        segment,

    (7) problematic new business launches,

    (8) escalating customer price compression,

    (9) declining liquidity,

   (10) aggressive growth through either product line expansion or
        acquisitions, or

   (11) the initiation of transactions that would re-leverage
        Shiloh's balance sheet in order to return capital to MTD
        or other shareholders.

Future events that could potentially drive Shiloh's ratings higher
include continued debt reduction, margin improvement, development
of a broadened product line, and generation of high-value-added
new business for more diversified customer base including
transplants and foreign automotive OEM's as well as a larger
component of non-automotive companies.

Shiloh, headquartered in Cleveland, Ohio, is a leading
manufacturer of blanks, engineered welded blanks, engineered
stampings and modular assemblies for the automotive and heavy
truck industries.  The company's stock is publicly traded, but
controlling ownership of Shiloh is held by MTD Holdings, Inc.   
Shiloh's annual revenues currently approximate $640 million.


SOLUTIA INC: Has Exclusive Right to File Plan Until April 11
------------------------------------------------------------
According to M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher
LLP, in New York, Solutia, Inc., and its debtor-affiliates and
continue to make progress with respect to four critical areas:

   (a) implementation of their business plan;

   (b) productive discussions with creditor and equity
       constituencies;

   (c) clarification of challenging legal issues and positions
       important to finalizing a reorganization plan; and

   (d) establishment of the bar date and analysis of claims.

However, there is much left do.  At the Debtors' behest, the U.S.
Bankruptcy Court for the Southern District of New York enlarged
the period within which the Debtors have the exclusive right to
file a chapter 11 plan to April 11, 2005, to give the Debtors more
time to finalize and confirm a reorganization plan.

The period within which the Debtors have the exclusive right to
solicit acceptances of that plan is extended to and including
June 9, 2005.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTH STREET TAVERN: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: South Street Tavern & Grill, Inc.
        9720 Deer Lake Court
        Jacksonville, Florida 32216

Bankruptcy Case No.: 04-12723

Type of Business: The Company operates a sports bar.  It is an
                  affiliate of Sotav, Ltd., which filed for
                  chapter 11 protection on Aug. 20, 2004 (Bankr.
                  M.D. Fla. Case No. 04-08571).

Chapter 11 Petition Date: December 20, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Bryan K. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, Florida 32211
                  Tel: (904) 725-0822

Total Assets:   $402,000

Total Debts:  $2,309,127

Debtor's 7 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
First Guaranty Bank & Trust      Co-debtor on         $2,045,164
c/o Candyce King, Esq.           Business loan
2219 Park Street
Jacksonville, Florida 32204

State of Florida                 Liquor License         $141,000
Department of Revenue            #26-0647 4COP
5050 West Tennessee Street #104  Value of Security:
Tallahassee, Florida 32399-0100  $225,000

City of Jacksonville             Personal property tax   $12,500
117 W. Duval Street #480
Jacksonville, Florida 32202

Edward Don                                                $2,613

Allied Companies                 Construction costs       $2,507

BMI                              Royalties                $1,237

ASCAP                            Royalties                  $937


STAR GAS: Fitch Withdraws Single-B Ratings on Secured Debt
----------------------------------------------------------
Fitch Ratings has withdrawn its private placement ratings for the
secured debt of Star Gas Propane, L.P. -- Star Propane -- rated
'B+', and Petroleum Heat and Power Company, rated 'B', after the
repurchase of the debt on Dec. 17, 2004.  Proceeds from the sale
of Star Propane to Inergy Propane, LLC, were used to fund the
redemptions.

Parent company, Star Gas Partners, L.P.'s -- Star Gas --
outstanding 'B-' rated $265 million principal amount of 10.25%
senior notes due 2013, co-issued with its special purpose
financing subsidiary Star Gas Finance Company, remains on Rating
Watch Positive.  The Rating Watch for Star Gas' debt was revised
to Positive from Negative on Nov. 18, 2004, following the
announcement of the sale of Star Propane.

Star Gas is obligated under the indenture for its senior notes to
apply the remaining net proceeds from the sale, estimated at
approximately $164 million, to reduce Star Gas indebtedness or
make investments in assets or capital expenditures useful to Star
Gas or its subsidiaries.  Management expects to use a new $260
million secured revolving credit agreement at Petro to manage
near-term liquidity needs.  Prospectively, Star Gas' rating and
Rating Watch status will be dependent on the redeployment of the
cash proceeds and stabilization of Petro's operations.


STELCO INC: Proofs of Claim Must be Received by January 31
----------------------------------------------------------
The Superior Court of Justice (Ontario) approved a creditors'
Claims Procedure Process in the matter of the Stelco, Inc.'s
restructuring at a hearing held Friday, December 17.  

The Claims Procedure Order granted outlines the procedures by
which claims against the Company will be called for, reviewed and
finally determined.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "[The]
decision is a positive one for our creditors and for the
restructuring process.  It will quicken matters by enabling us to
address claims at the same time as a restructuring plan is
developed.  It will provide meaningful information about the claim
amounts that have to be addressed.  And it will simplify the
voting process in respect of any proposed restructuring plan."

Under the process approved, any person who has a claim against the
Company, or against its subsidiaries also under Court protection
-- with the exception of certain types of claims that will not be
subject to the process at this stage of the proceedings -- must
submit a Proof of Claim to the Court-appointed Monitor by 5:00
p.m. (Eastern Time) on January 31, 2005.

Claims which are not received by that date will be extinguished
and the creditors asserting the claims will not be entitled to
participate in any restructuring plan.

Stelco and its subsidiaries under Court protection will be mailing
a proof of claims package and instruction letter to all known
creditors.  In addition, a copy of the Court Order, the proof of
claim document package and the instruction letter will be on the
Web site of the Company's legal counsel at:

          http://www.mccarthy.ca/en/ccaa  

Creditors who do not receive a claim package, or any other
interested parties, can obtain the information through the Web
site.  And a Notice to Creditors will be published twice in a
number of newspapers in Canada, the United States and Europe
before January 15, 2005.

Individual Bondholders of the Company are not required to file
Proofs of Claim at this time as the trustees under the applicable
trust indentures are authorized to file aggregated Proofs of Claim
for each series of Bonds.

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


TEMBEC INC: Weak Cash Flow Fear Prompts S&P to Cut Ratings to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured ratings on Tembec, Inc., and its
subsidiary, Tembec Industries, Inc., to 'B' from 'BB-'.  The
outlook is currently stable.

"Earnings and cash flow are expected to be weak over the next
year.  The debt load is onerous, and the company's ability to
reduce debt in the near term through internally generated cash is
highly unlikely," said Standard & Poor's credit analyst Dan
Parker.

There are uncertainties surrounding several major factors that
affect Tembec's results, specifically:

   (1) the appreciation of the Canadian dollar;

   (2) the strength of lumber prices;

   (3) the strength of pulp prices; and

   (4) resolution of the softwood lumber dispute, including any
       refund of duties.

Even with optimistic assumptions, Standard & Poor's does not
expect the company will be able to improve its credit profile in
the near term, an expectation that was originally factored into
the previous rating.

The ratings on Tembec reflect its highly cyclical revenue exposure
and aggressive debt levels, which have resulted in very weak
financial performance through the bottom of the current cycle.  
The ratings also reflect an aggressive growth strategy.  These
risks are partially offset by significant operating leverage that
should generate strong cash flow at the peak of the cycle, as well
as by some revenue diversity.

Tembec is the second-largest pulp producer in the market and the
seventh-largest lumber producer in North America.  The company is
also involved in engineered wood products, newsprint, coated
papers, paperboard, and chemicals.  Tembec's performance continues
to fluctuate because of its high exposure to pulp, the most
volatile forest product, and punitive lumber duties on its
softwood lumber exports to the U.S.  With the majority of Tembec's
cost base located in Canada, the strong Canadian dollar has
greatly affected Tembec's relative cost position in its markets,
as about 80% of the company's sales are exported.  Tembec's
vulnerability to exchange rates has contributed to exceptionally
weak profitability for the past two years and highlights the
possibility that under a sustained stronger Canadian dollar the
company's cost position will remain below average.

The outlook is stable.  Although credit measures will remain very
weak in the near term, Tembec has sufficient liquidity to manage
through the difficult conditions.  Standard & Poor's believes that
further appreciation of the Canadian dollar, although painful,
could also be followed by rising prices for commodities.  If
Tembec cannot improve its profitability, it will need to look at
other options to reduce debt.


THINK AGAIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Think Again, Inc.
        dba Great American Whole Food Farmacy
        117 East Main Street
        Rogersville, Tennessee 37857

Bankruptcy Case No.: 04-24141

Type of Business: The Debtor is at the forefront of the emerging
                  health and wellness industry.  The Company's
                  products include whole foods and Phi Plus.
                  See http://www.thewholefoodfarmacy.com/

Chapter 11 Petition Date: December 8, 2004

Court: Eastern District Of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Attorney Not Recorded

Total Assets: Unknown

Total Debts:  Unknown

The Debtor did not file a list of its 20-largest creditors.


TOUAX LEASE: Moody's Downgrades Rating on $33.5M Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service downgrades the ratings of notes issued
by Touax Lease Receivables Master Trust 2001.  The notes are
backed by cash flow generated from lease payments on a pool of
containers and railcars, which comprised 86% and 14% of the
original equipment cost on the closing date, respectively.  The
downgrade results from the depletion of the principal reserve and
the increase in the Debt to Net Book Value since the closing date.

Issuer: TLR Master Trust 2001

   * $33.5 Million of Fixed Rate Notes, rated Baa3, downgraded to
     Ba1.

Since 2002 utilization rates have improved but lease rates remain
low.  More importantly, the principal reserve fund has been
depleted due to the inability of the Trust to make the required
quarterly principal payments on the schedule dates.  The structure
of the transaction does not allow for replenishment of this
reserve fund, which was an integral part of the credit support on
which the initial rating assigned to the notes was based.  
Furthermore, despite the current favorable container industry
conditions, the debt service coverage ratio remains low.  It is
possible that in the future, the net cash flow from the containers
will become insufficient to cover the required quarterly principal
payments.  As a consequence, the notes might suffer a growing
principal deficiency, which will render the ultimate payment of
principal more uncertain than expected on the closing date.

Headquartered in Paris, France, the Touax Group is a diversified
leasing company of marine containers, railcars, barges, and
modular buildings.


TRICO MARINE: Files Prepack Chapter 11 Petition in S.D. New York
----------------------------------------------------------------
Trico Marine Services, Inc. (OTC Bulletin Board: TMAR) reported
that, as previously indicated, it and two of its domestic
subsidiaries have filed a "prepackaged" chapter 11 financial
reorganization case to restructure and substantially reduce the
Company's debt, strengthen its balance sheet, and increase its
liquidity.  The prepackaged bankruptcy case was filed yesterday,
December 21, in the United States Bankruptcy Court for the
Southern District of New York.  As part of its bankruptcy filing,
the Company also filed with the Bankruptcy Court its prepackaged
plan of reorganization.

Holders of the Company's $250 million 8-7/8% senior notes due 2012
voted overwhelmingly to accept the plan.  The Company's plan has
received acceptances from 99.9% of the creditors who cast votes on
the plan.  Based on this high degree of support, it is expected
that Trico will complete its restructuring quickly, with the
Company's exit from chapter 11 expected to occur in less than
60 days.

As previously indicated, the Company expects to continue normal
operations throughout the restructuring process.  All services
provided to customers are expected to continue on a "business as
usual" basis.

"We have worked over the last several months with our creditor
groups to reach an agreement on a debt restructuring.  During this
period, we have made the necessary preparations to ensure that the
restructuring does not impact the services that Trico provides to
its customers.  We intend to utilize this restructuring to
strengthen our business.  During the restructuring, services will
remain unaltered and all vendors can expect timely payment for
postpetition goods and services," said Thomas Fairley, Trico's
Chief Executive Officer.

                 Debtor-in-Possession Financing

In connection with the commencement of bankruptcy, the Company
also entered into a $75 million debtor-in-possession financing
facility with its existing U.S. lenders.  The DIP facility is
comprised of a $55 million term loan, which will be used to pay
all of the outstanding indebtedness under the Company's existing
U.S. secured term loan, and a new $20 million revolving credit
facility.  Following court approval, the new funding will
supplement Trico's existing capital and allow the Company to meet
its obligations related to the operation of its businesses,
fulfill its payroll obligations, and pay vendors for goods and
services provided after the bankruptcy filing.

"Trico's operating cash, together with the amounts obtained under
its debtor-in-possession financing facility, will enable it to
operate its business and emerge from bankruptcy stronger, more
streamlined, and in a better position to achieve our business
goals," said Mr. Fairley.

Upon effectiveness of Trico's plan of reorganization, and the
satisfaction of certain conditions precedent thereunder, the DIP
facility will convert into a $75 million exit financing facility,
comprised of a $55 million term loan and a $20 million revolving
credit facility, which will provide the reorganized Company with
liquidity for working capital and other general corporate
purposes.

                     The Chapter 11 Filings

In addition to the Chapter 11 petitions and the plan of
reorganization, Trico asked the Bankruptcy Court to consider
several motions benefiting its employees, vendors, service
providers, customers, and other stakeholders.  Trico asked for the
Bankruptcy Court's permission to continue paying its employees'
salaries and benefits, paying its vendors, maintaining its cash
management systems, and to obtain financing.  Trico's proposed
payment of its prepetition debts, such as outstanding payments to
the Company's vendors and service providers, is subject to the
approval of the Bankruptcy Court.

The Company made its bankruptcy filings in accordance with the
Bankruptcy Court's special guidelines for "prepackaged" bankruptcy
cases, pursuant to which Trico solicited and obtained the consent
of its creditors to its plan of reorganization prior to the filing
of the Chapter 11 cases.  This pre-filing solicitation is expected
to shorten the duration of Trico's bankruptcy.  Trico expects to
emerge from bankruptcy very quickly, subject to the Bankruptcy
Court's approval and hearing schedule, perhaps in 60 days or less.  
Trico asked the Bankruptcy Court to set a plan confirmation
hearing date within 30-45 days from December 21.

Chapter 11 petitions have been filed by these three Trico
entities:

            * Trico Marine Services, Inc.;
            * Trico Marine Assets, Inc.; and
            * Trico Marine Operators, Inc.

Non-filing entities not affected by these bankruptcy proceedings
include Trico Marine International, Inc. and these 11 direct and
indirect foreign affiliates of Trico:

   * Trico Servicos Maritimos Ltda. (Brazil);

   * Coastal Inland Marine Services Ltd. (Nigeria);

   * Trico Marine International, Ltd. (Cayman);

   * Trico Marine International Holdings B.V. (Netherlands);

   * Trico Supply AS (Norway);

   * Trico Shipping AS (Norway);

   * Trico Supply (UK) Limited (England & Wales);

   * Albyn Marine Limited (England & Wales);

   * CHH-Trico PTE Ltd. (Singapore);

   * Servicos de Apoyo Maritimo de Mexico, S. de R.L. de C.V.
     (Mexico); and

   * Naviera Mexicana de Servicios, S. (Mexico).

                         The Trico Plan

As part of Trico's plan of reorganization, the holders of the
Senior Notes will receive, in exchange for their total claims
(including principal and accrued and unpaid interest), 100% of the
fully diluted new common stock of the reorganized Trico Marine
Services, Inc., before giving effect to:

      (i) the exercise of warrants to be distributed to the
          Company's existing holders of common stock pursuant to
          the plan, and

     (ii) a new employee option plan.

On the effective date of the plan of reorganization, the sole
equity interests in the reorganized Company will consist of the
new common stock issued to the holders of the Senior Notes, the
warrants, and options to be issued to employees.  Copies of the
plan of reorganization, disclosure statement and related documents
will be available at http://www.kccllc.net/trico

The Company's obligations under existing operating leases, or
trade credit extended to the Company by its vendors and suppliers,
will be unaffected by the restructuring and will be paid in full.

Under the terms of the plan, Thomas Fairley will continue as the
Company's Chief Executive Officer, and Trevor Turbidy will
continue as the Company's Chief Financial Officer.  Joseph
Compofelice will remain Trico's non-executive Chairman of the
Board of Directors.

                            Advisors

In connection with the financial restructuring of the Company, the
Company has been represented by Lazard Freres & Co. LLC as
financial advisors and Kirkland & Ellis LLP as legal advisors.  
The supporting holders of the Senior Notes have been represented
by Houlihan Lokey Howard & Zukin Capital, Inc., as financial
advisors and by Bingham McCutchen LLP as legal advisors.

              The Oil and Gas Exploration Industry

Trico's reorganization follows a period of negative operating
results attributable to weak demand for its vessels in the Gulf of
Mexico and the North Sea.  In response, Trico has cut costs to
preserve liquidity, refinanced its credit facilities and sold some
vessels.  Other vessels have been relocated to more active markets
to improve operating results.  Trico will continue these measures
under its new ownership and capital structure.  The restructuring
of Trico is designed to reenergize Trico's efforts to expand and
compete in regions expected to become more active sites of oil and
gas exploration.

                          About Trico

Trico provides a broad range of marine support services to the oil
and gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa.  The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities.  Trico has principal offices in
Houma, Louisiana and Houston, Texas.  Please visit our website at
http://www.tricomarine.com/for additional information.


TRICO MARINE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Trico Marine Services, Inc.
             153 East 53rd Street
             New York, New York 10022

Bankruptcy Case No.: 04-17985

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Trico Marine Assets, Inc.                  04-17986
      Trico Marine Operators, Inc.               04-17987

Type of Business: The Companies provides marine support services
                  to the oil and gas industry around the world.
                  The Trico Companies operate a large, diversified
                  fleet of vessels used in the transportation of
                  drilling materials, crews and supplies necessary
                  for the construction, installation, maintenance
                  and removal of offshore drilling facilities and
                  equipment.  See http://www.tricomarine.com/


Chapter 11 Petition Date: December 21, 2004

Court: Southern District of New York (Manhattan)

Judge:  Stuart M. Bernstein

Debtor's Counsel: Leonard A. Budyonny, Esq.
                  Robert G. Burns, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, New York 10022
                  Tel: (212) 446-4961
                  Fax: (212) 446-6460

Consolidated Financial Condition as of September 30, 2004:

      Total Assets: $535,200,000

      Total Debts:  $472,700,000

Debtors' 4 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Senior Notes Noteholders         Bondholders        $250,000,000
JPMorgan Chase Bank (Trustee)    Accrued Interest:
600 Travis Street, Suite 1150    $24,800,000
Houston, Texas 77002
Tel: (713) 577-5200
Attn: Mauri J. Cowen

Texas Crewboats, Inc.            Vessel brokerage        $75,950
P.O. Box 644                     Services
Freeport, Texas 77542-0644
Tel: (979) 233-8222
Fax: (979) 233-3459

Entergy Services, Inc.           Electricity Service     $22,200
P.O. Box 64001                   Provider to the Houma,
New Orleans, Louisiana 70164     Louisiana office
Tel: 800-368-3749
Fax: 504-576-4150

Colbert Pierce Consulting, Inc.  Vessel brokerage         $2,350
742 East I-10 Service Road       Services
Slidell, Louisiana 70461
Tel: 985-643-5008
Fax: 985-643-5481


UAL CORP: Engineers Want to Intervene to Defend Interests
---------------------------------------------------------
"This is an unwelcome motion," begins James H.M. Sprayregen,  
Esq., at Kirkland & Ellis, in Chicago, Illinois.  Mr. Sprayregen  
explains that UAL Corporation and its debtor-affiliates are a
stronger enterprise than in April 2003.  The Debtors have improved
their network and route structure, streamlined and rationalized
their fleet with more regional jets, and launched "Ted," a vibrant
low-fare offering.  Unfortunately, these improvements have not
been sufficient to ensure long-term financial success.  The sea
change in airline industry fundamentals has intensified and cut
deeper into profits.  Harsh industry conditions have forced the
Debtors to revisit labor costs, which remain the single largest
expense.  There is nothing the Debtors can do about the price of
fuel, however unsustainable labor costs can be addressed.

                            Liquidity

Lacking sufficient liquidity, Mr. Sprayregen says the Debtors  
must move quickly.  Many other airlines are also experiencing  
financial difficulty, however, most have sufficient liquidity to  
lower their cost structures gradually.  The Debtors do not have  
this luxury.  Under current projections, the Debtors' cash  
balance will sink to precarious levels during the historically  
lean winter months, putting the entire operation at risk.   
Unrelenting industry economics have put the Debtors in jeopardy  
of breaching the terms of the DIP financing facility.

Mr. Sprayregen tells the United States Bankruptcy Court for the  
Northern District of Illinois that the industry has undergone  
permanent change.  The next upturn in the cycle may not look like  
those in the past.  Even if there is an improvement in the cycle,  
yields and revenues are unlikely to return to prior levels.  Low  
Cost Carriers continue to expand, enter new markets and increase  
capacity.  The Internet's price transparency is dragging down  
fares and business travelers may not revert to their premium-
paying ways of the 1990's.  These circumstances indicate that the  
industry is unlikely to benefit from increasing prices in the  
foreseeable future.  With scores of aircraft parked in the desert  
available at the next revenue uptick, the economics of the  
industry will work against increased prices.

                           Fuel Prices

Mr. Sprayregen also notes that reports of increasing oil prices  
and their impact on airlines' profits are ubiquitous in the media  
and analyst reports.  The Debtors project that rising fuel prices  
will cost $1,200,000,000 more in 2004 than anticipated at the end  
of 2003.  The increase in crude oil prices has driven current jet  
fuel prices to almost double the level 18 months ago.  From 2004  
through 2010, the Debtors expect a $7,200,000,000 increase over  
prior fuel cost projections.  In this environment, the Debtors  
cannot establish profitability without a wholesale restructuring.

                           Labor Costs

Regrettably, the Debtors require $725,000,000 in additional labor  
savings on average per year, to satisfy the financial metrics  
necessary for exit financing.  The Debtors will continue to work  
with the unions to provide a consensual atmosphere for labor cost  
reductions.  But whether by agreement or Court ruling, the  
Debtors must be permitted to implement the proposed changes to  
the collective bargaining agreements.  Mr. Sprayregen asserts  
that the reward from the sacrifice will be worthwhile -- the  
preservation of a revitalized enterprise that will compete  
successfully and profitably, offering stable jobs with  
competitive pay, in a fundamentally changed industry.

Mr. Sprayregen warns that time is of the essence.  Persistently  
low yields coupled with record fuel prices have reduced the  
Debtors' cash flows and profitability.  These shortfalls have  
brought a renewed urgency to the reorganization.  Unless labor  
costs are reduced by January 2005, the Debtors may default under  
the DIP financing covenants, fail to maintain an adequate cash  
balance, and not achieve the credit metrics necessary to obtain  
exit financing.

                          Pension Plans

The Debtors must address the daunting pension liabilities.  Mr.  
Sprayregen relates that the Debtors appreciate that their  
employees have been counting on their full retirement benefits  
earned through hard work.  However, even before the Air  
Transportation Stabilization Board's loan guarantee rejection,  
critics were faulting the Debtors for sidestepping the pension  
issue.  The ATSB doubted that the Debtors would generate  
sufficient cash flows to meet pension funding obligations as one  
of several grounds for denying loan the guarantee.  Now, the  
Debtors must address the pension plan liabilities to attract exit  
financing.

Severe industry conditions have made it clear that the Debtors'  
defined benefit plans are unaffordable.  The mechanics of the  
pension situation may be complicated, but the Debtors and their  
stakeholders cannot avoid reckoning with these huge liabilities  
if the Debtors are to attract exit financing and emerge  
successfully from Chapter 11 in the face of industry dynamics  
that have deteriorated since December 2003.

Many employees and retirees are fearful of a pension plan  
termination.  Mr. Sprayregen says the apprehension is overblown  
because all vested participants will continue to receive  
guaranteed benefit payments.  In particular, most current  
retirees would not see dramatic reductions in their monthly  
payments, and many retirees would not experience any reductions.   
Most employees -- except pilots, who must stop flying at age 60
-- could mitigate the impact of a termination by working until  
age 65, the traditional retirement age in most pension plans.   

Mr. Sprayregen says that a dispassionate assessment of the facts  
makes the Debtors' reality clear.  The Debtors' pension plans  
encompass nearly 123,000 participants.  If the Debtors make no  
contributions prior to an assumed June 2005 exit from bankruptcy,  
the pension plans will require a minimum of $4,300,000,000 in  
cash from 2005 through 2008.  There are no realistic financial  
projections that produce a scenario where the Debtors can absorb  
liabilities of this magnitude.  In response to these sobering  
statistics, the bottom-line question asked by the capital markets  
is whether a financially distressed company like the Debtors can  
afford to maintain its defined benefit plans.  According to Mr.  
Sprayregen, the answer is no.

                          DIP Financing

In exchange for the DIP financing, the DIP Lenders demanded  
protections based on the maintenance of EBITDAR and minimum cash  
balance covenants.  Subject to renegotiation of the covenants,  
the Debtors must meet specific EBITDAR targets each month based  
on the last 12 months' earnings.  Missing a single covenant  
empowers the DIP Lenders to foreclose on collateral that is  
essential to operations.

Without immediate savings, the Debtors risk breaching the minimum  
cash balance DIP Covenant.  The DIP Lenders waived compliance for  
the October through December 2004 EBITDAR covenants, in exchange  
for additional safeguards, namely an increase in the minimum cash  
balance covenant from $600,000,000 to $750,000,000.  Without  
additional labor savings by mid-January 2005, the Debtors' cash  
balance will fall below $900,000,000 through the first and second  
quarters of 2005, hitting monthly lows of:

           $892,000,000 in January 2005;
           $817,000,000 in February 2005; and
           $797,000,000 in March 2005.

In early May 2005, the cash balance is projected to fall below  
the $750,000,000 floor.  The projected January and February 2005  
cash levels are too close to the covenants for an operation the  
size of the Debtors'.  An increase in oil prices, a significant  
snowstorm, further erosion of yields or a host of other  
unexpected events could cause a covenant breach.

Mr. Sprayregen insists that the Debtors must achieve the proposed  
labor and non-labor cost reductions to have a realistic prospect  
of maintaining compliance with the DIP Covenants.  The Debtors  
must continue to tighten their cost structure to ensure a working  
relationship with the DIP Lenders.  If the Debtors' costs remain  
high relative to other carriers', the Debtors will be forced to  
price their tickets at a loss.  Lowering costs is essential for  
the Debtors to maintain consistent compliance with the DIP  
Covenants.

                       Financial Viability

The Debtors have survived unprecedented challenges over the past  
two years, including the aftermath of September 11, the Iraq war,  
SARS and the structural changes being wrought by the LCCs.   
However, the April 2003 modifications to the CBAs were  
insufficient to overcome deteriorating yields and massive fuel  
cost increases.  For example, in their application to the ATSB,  
the Debtors projected a $656,000,000 operating profit for the  
first three quarters of 2004.  However, the Debtors' operating  
earnings have come in almost $940,000,000 million below  
expectations.

The Debtors' updated financial model projects operating earnings  
that will be $1,600,000,000 below expectations for 2004, driven  
by $1,200,000,000 in increased fuel prices.  This estimate  
reflects a $275,000,000 shortfall from reduced mainline unit  
revenue and $175,000,000 in lower profits from United Express.   
In contrast to a $2,000,000,000 projected cash balance, the  
Debtors now expect liquidity of half that amount at year-end.

Mr. Sprayregen states that three financial imperatives compel the  
requested modifications to the CBAs:

   1.  The Debtors must reduce labor costs to prevent the DIP
       Lenders from declaring a default, which will preserve
       sufficient cash for operations;

   2.  The Debtors must attract exit financing to leave Chapter
       11.  Exit lenders will not provide financing unless the
       Debtors make enough cost reductions to establish adequate
       cash flow to repay the financing, other debt and non-
       operating expenses; and

   3.  To achieve long-term financial stability, the Debtors must
       create a competitive cost structure, garner an acceptable
       credit rating and generate shareholder value.

                   The IFPTE Wants to Intervene

The International Federation of Professional and Technical  
Engineers, AFL-CIO & CLC, seeks the Court's authorization to  
intervene to defend its interests.

The IFPTE is the exclusive bargaining representative for 437  
engineers and related employees at the Debtors.  The IFPTE  
members' interests may not be adequately represented in the  
Section 1113(c) process by the other unions.  The IFPTE is the  
Debtors' only union that has not ratified a collective bargaining  
agreement.

"[The IFPTE's] position is unique and makes it necessary for the  
IFPTE to intervene in this proceeding," Mark Richard, Esq., at  
Phillips, Richard & Rind, in Miami, Florida, tells Judge Wedoff.

Mr. Richard assures the Court that allowing the IFPTE to  
participate will not result in delay.  The Section 1113(c)  
process has commenced and the Debtors are in negotiations with  
their unions.  Permitting the IFPTE to participate would level  
the playing field for the IFPTE.  In fact, the IFPTE's request  
may expedite the reorganization by streamlining the Debtors'  
negotiations with their unions in a single venue.

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


UAL CORP: U.S. Bank & L.A. Responds to Injunction Request
---------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for a temporary
restraining order or preliminary injunction enjoining U.S. Bank,
the City of Los Angeles and the Regional Airports Improvement
Corporation from enforcing any remedies under the Lease Agreements
and Bond Agreements.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, reminds the  
Court that the Debtors are not permitted to make an interest  
payment on unsecured prepetition debt.  However, non-payment  
could be improperly characterized as a default on the Lease  
Agreements.  The City may interpret this event as an opportunity  
to seize control of the Debtors' facilities and space at LAX.

If U.S. Bank, the City or RAIC terminate Agreements related to  
the LAX terminal, there are no monetary damages that will turn  
back the clock to compensate for the irreparable harm.   
Disruption to the Debtors' operations at LAX will disrupt all  
operations, not just those at LAX.  Likewise, if forced to pay on  
the Bonds, the Debtors' financial structure will be weakened at  
the expense of all unsecured creditors.

                             Responses

(1) U.S. Bank

Katherine A. Constantine, Esq., at Dorsey & Whitney, in  
Minneapolis, Minnesota, says that the Debtors' request for a  
temporary restraining order is obviated by the automatic stay.   
In other words, the stay bars U.S. Bank, the City and RAIC from  
exercising their remedies under the Lease Agreements and Bond  
Agreements.  The Debtors do not need a redundant layer of legal  
protection.

The injunction should not be granted because the Debtors have  
failed to demonstrate immediate and irreparable injury.  The  
predicted harm is neither threatened nor inevitable.  It will not  
come as a surprise to the Defendants if the Debtors default on  
the Bond payments.  They anticipated this possibility some time  
ago.  Therefore, there is no urgent need for the Debtors to  
receive increased Court protection.

(2) City of Los Angeles

The City of Los Angeles, designated as the Los Angeles World  
Airport, wants the Debtors' request denied.  Rockard J.  
Delgadillo, Esq., City Attorney, explains that LAWA is precluded  
from exercising any remedies under the Agreements, regardless if  
the Debtors pay interest on the Bonds.  These actions are already  
prohibited by Section 362(a)(3) of the Bankruptcy Code.  Thus, no  
injunctive relief is required to achieve the Debtors' objective.

Mr. Delgadillo is more concerned that the Debtors are using the  
procedure to obtain binding determinations on important issues.   
The Debtors are attempting to obscure the facts and distinctions  
between the dispute at issue and larger concerns.

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


UNIVERSAL COMPRESSION: S&P Rates $1.3B Senior Secured Debts at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and recovery rating of '1' to natural gas compression
equipment provider Universal Compression Inc.'s proposed
$650 million senior secured credit facility, which consists of a
$250 million, five-year senior secured revolving credit facility
and a $400 million senior secured seven-year term loan B facility.

In addition, Standard & Poor's affirmed the company's 'BB-'
corporate credit rating and lowered its rating on Universal's
$175 million senior unsecured notes by one notch to 'B' from 'B+'
reflecting the substantial portion of secured debt that
subordinates unsecured debtholders.

Pro forma for the proposed refinancing, Houston, Texas-based
Universal will have about $870 million in total debt.

"The outlook for Universal is positive, which reflects the
company's progress in improving its financial profile and the
execution of a strategy that has focused the company on improving
the productivity of its assets," said Standard & Poor's credit
analyst Steven K. Nocar.

The proposed facilities, along with a planned $100 million of
borrowings under the company's credit-insured $200 million
asset-backed securitization facility, will be used to refinance
$440 million of 8.875% BRL senior secured notes due 2008,
$82.2 million of BRL term loans due 2008, and about $50 million
outstanding under the company's existing credit facility.

A ratings upgrade is likely, if Universal continues to manage its
growth while improving its financial position.


US AIRWAYS: Asks Court to Extend Removal Period to April 30
-----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek an extension of
the period during which they may remove actions pending as of
their bankruptcy petition date, until the later of April 30, 2005,
or 30 days after any order terminating the automatic stay for an
Action sought to be removed.

The Debtors are parties to numerous judicial and administrative
proceedings pending in various courts or administrative agencies
throughout the United States and the world.  The Actions involve a
wide variety of claims.  Due to the sheer number and the wide
variety of the Actions, the Debtors need more time to decide which
Actions should be removed and, if appropriate, transferred to this
district.

Brian P. Leitch, Esq., at Arnold & Porter, tells Judge Mitchell
that an extension of the Removal Period is important.  The
extension will afford the Debtors a sufficient opportunity to make
informed decisions on the removal of the Actions.  This will
protect the Debtors' right to economically adjudicate lawsuits if
removal is warranted.  The Debtors' adversaries will not be
prejudiced by the extension because they may not prosecute the
Actions without relief from the automatic stay.

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


USG CORP: Provides Status Report on Asbestos PI Claims Estimation
-----------------------------------------------------------------
Paul N. Heath, Esq., at Richards, Layton & Finger, P.A, in
Wilmington, Delaware, relates that the key issue in the bankruptcy
of USG Corporation and its debtor-affiliates is their liability
for present and future asbestos personal injury claims.  Because
the number of asbestos personal injury claims makes individual
adjudication impractical, all parties agree that the Debtors'
liability for these claims must be estimated.  This is necessary
to determine the amount that must be put in a trust to compensate
legitimate claims.

The Debtors contend that estimation of liability must be guided by
the legal requirements of exposure and injury.  By law, claimants
must have meaningful exposure to the Debtors' asbestos-containing
products and an actual injury that plausibly could have resulted
from that exposure before they can collect from the estate.  If
the evidence demonstrates that the Debtors did not cause a
claimant's injuries, or there is no cognizable injury, the claim
must be estimated at zero dollars.

The Official Committee of Asbestos Personal Injury Claimants, on
the other hand, argues that the U.S. District Court for the
District of Delaware should not consider the legal or factual
merits of claims in estimation.  The PI Committee asserts that the
District Court should extrapolate liability from the Debtors' past
settlement history, or, more precisely, a narrow selection from
that history.  The PI Committee maintains that because of their
history of settling asbestos-related claims, the Debtors have
effectively forfeited their right to present defenses to these
claims.  However, Mr. Heath asserts, due process does not allow
the PI Committee to strip the Debtors' stakeholders of their
property without first establishing liability.

Mr. Heath recounts that since the outset of the Debtors'
bankruptcy cases, the Debtors have requested an opportunity to
show that they can pay every valid asbestos-related claim in full,
while retaining significant equity for shareholders.  In
June 2002, the Debtors proposed a comprehensive plan for
conducting substantive estimation hearings, through a Case
Management Motion, to determine the required size of a trust --
pursuant to Section 524(g) of the Bankruptcy Code -- that could
pay all legitimate present and future asbestos claims.  In
February 2003, District Judge Wolin ordered the parties to proceed
with substantive estimation.  Judge Wolin ordered that, during
substantive estimation, the Debtors would be "permitted to present
their defenses," "attack certain medical evidence under Rule 702
of the Federal Rules of Evidence and Daubert v. Merrell Dow
Pharmaceuticals," and "move for summary judgment on certain issues
on a claims-wide consolidated basis."  As of Judge Wolin's
recusal, however, substantive estimation had not commenced.

The Debtors firmly believe that their Chapter 11 cases can be
advanced only if an estimation of asbestos personal injury
liability is conducted.  Substantive estimation offers the most
reasonable means for the District Court to assess the merits of
the pending and future claims.  When the evidence is considered,
the Debtors are confident that a trust will be sufficient to pay
all valid current and future asbestos claimants in full.

Today, the estimation proceedings remain in the same state they
were when Judge Wolin issued his Case Management Order.  There are
over 100,000 pending asbestos-related personal injury claims, yet
there has been no opportunity to present evidence -- including the
factual, medical, and scientific information needed to properly
organize these claims and estimate how many of them are valid and
how much the valid claims are worth.  There remains, therefore, a
need for the District Court to address the merits of the Debtors'
and the PI Committee's positions.

The Debtors emphasize that the parties must now prepare for and
conduct Section 502(c) substantive estimation hearings.  The
Debtors present a brief overview of their plan for substantive
estimation and eventual plan confirmation:

(A) Hearing to Define Valid and Invalid Claims

     Substantive estimation contemplates that the District Court
     would conduct a hearing to establish the characteristics of
     valid claims against Debtors.  The District Court would not
     decide the validity of any individual claim during the
     hearing, but only determine what types of claims should be
     treated as payable for estimation purposes.

     In preparation for the hearing, the parties would conduct
     discovery of a limited, but statistically significant, number
     of claimants to gather the information necessary to determine
     the number of individuals who have valid and payable claims.
     The Debtors anticipate that, for most claimants, the
     discovery would require only a standardized set of
     interrogatories and a few document requests, primarily for
     certain medical records.  The discovery would cover the
     standard information the claimants typically provide, like
     the claimant's medical history, claimed disease, occupational
     history, occupational and non-occupational asbestos exposure,
     and asbestos litigation history.  The discovery would be
     used, in part, to determine the characteristics of the claims
     and to extrapolate from that information to the pool of
     existing and likely future claims.

     During the hearing, the claimants and the Debtors would
     present their expert evidence about the diseases that
     asbestos causes and the amount of exposure necessary to cause
     those diseases.  The legal mechanisms to be used likely would
     include:

     (1) expert testimony;
     (2) Daubert challenges;
     (3) motions for partial summary judgment; and
     (4) adversarial evidentiary hearings.

     The claimants' inability to present prima facie evidence of
     a valid claim or the favorable resolution of some or all of
     the Debtors' defenses could dramatically reduce, by as much
     as a factor of 10, the number of valid asbestos-related
     claims pending, and thus would have a significant impact on
     the interests of all stakeholders.

     The Debtors have three examples of potential deficiencies in
     the claims that evince the powerful impact substantive
     estimation may have on the size and constitution of the
     universe of valid claims:

     (a) Only claimants with medically significant exposure to the
         asbestos in U.S. Gypsum's products have valid claims.

         The asbestos liability at issue arises almost exclusively
         from a single Debtor -- U.S. Gypsum.  U.S. Gypsum
         manufactures a wide variety of products used in the
         construction industry, a small portion of which contained
         asbestos into the 1970s.  The vast majority of asbestos
         personal injury claims against U.S. Gypsum pertain to one
         product -- drywall joint compound.  While compensation is
         undeniably appropriate where U.S. Gypsum's products
         injured a claimant, it also is self-evident that
         claimants whose injuries were not caused by those
         products have no right to recover from the Section 524(g)
         trust and that these claims must be estimated at zero
         dollars.

         Under basic principles of legal causation, claimants may
         recover only if they can show that U.S. Gypsum's products
         were a "substantial factor" in causing their injuries.
         Historical data indicate that of those plaintiffs who
         brought suit against U.S. Gypsum from 1988 to 2001, less
         than 20% were identified as working in construction as
         their primary or secondary occupation.  During
         substantive estimation, the Debtors would use medical,
         industrial hygiene, and construction experts to assist in
         determining the occupational characteristics of claimants
         who could have been exposed to airborne asbestos fibers
         from U.S. Gypsum's products at a level sufficient to be a
         substantial factor in causing disease.

         Identifying the characteristics of claimants with
         medically insignificant, or zero, exposure to U.S.
         Gypsum's products is a crucial component of the
         estimation process.

     (b) Unimpaired claimants do not have valid claims.

         The Debtors also would show that the majority of pending
         asbestos personal injury claims are based on harmless
         pleural changes -- often diagnosed by dubious methods --
         that carry no symptoms whatsoever.  These are the so-
         called "unimpaired" claimants, who suffer no ill effects
         from their alleged asbestos-related conditions, typically
         pleural plaques or pleural thickening.

         Although these claimants are not medically impaired, and
         therefore have no cognizable injury, the legal system is
         flooded with their claims.  Experts estimate that 88% of
         an estimated 1.1 million total claims filed or estimated
         to be filed in the U.S. are expected to be non-malignant
         -- the vast majority of which will be unimpaired claims.
         Moreover, recent medical research indicates that the
         system by which most of these claimants were diagnosed
         with pleural changes is irredeemably flawed.  At least
         two separate, peer-reviewed studies have concluded that
         only a tiny fraction -- fewer than 5% -- of radiographs
         interpreted by the asbestos claimants' experts as showing
         asbestos-related pleural changes actually evidence any
         changes.  As stated in an editorial accompanying the most
         recent study this year, these disparities, which
         statistically cannot be explained by mere chance or
         reasonably differing opinions, "raise[] the question of
         whether objectivity and truthfulness among certain B-
         reader radiologists have been supplanted by partisanship
         and distortion of or departure from the truth driven by
         financial gain."

         This evidence suggests that many unimpaired claimants not
         only have no injury, but do not have any physiological
         impact whatsoever from their alleged asbestos exposure.
         The claims of unimpaired claimants must therefore be
         estimated at zero dollars.

     (c) Claims alleging mesothelioma are invalid because medical
         evidence does not support that U.S. Gypsum's products are
         capable of causing mesothelioma.

         Exposure to chrysotile asbestos, the type of asbestos
         found in U.S. Gypsum's joint compound, has not been
         proven to cause the disease mesothelioma.  The prevailing
         epidemiological literature does not show that chrysotile
         causes mesothelioma at all, but even most dissenting
         experts agree that if chrysotile could cause
         mesothelioma, the levels of exposure would have to be
         remarkably high.  During substantive estimation, the
         Debtors will show that most, if not all, claims alleging
         mesothelioma must be estimated at zero dollars.

(B) Hearing to Value Valid Claims and Project the Number of
     Future Valid Claims

     With an understanding of the makeup of the claimant pool and
     the characteristics of a valid claim, the District Court
     would be in a position to estimate the total value of the
     asbestos personal injury claims.  As a general matter, the
     total value may be determined by multiplying an average
     settlement value for each claim by the number of valid
     pending and projected future claims.  Therefore, in the
     second part of the substantive estimation hearing, the
     District Court can estimate the total amount of the Debtors'
     present and future asbestos personal injury liability based
     on the definitions of a valid claim and on appropriate values
     for valid claims.

     The second part of substantive estimation primarily would
     involve epidemiological and economic expert testimony
     concerning:

     (a) the projected number of valid future asbestos personal
         injury claims against the Debtors; and

     (b) the aggregate present values of present and future claims
         based on meaningful historical settlement values for the
         various illnesses.

     These values would be used to determine the size of the
     Section 524(g) trust that the Debtors will propose in their
     reorganization plan.

(C) Section 524(g) Trust and Plan Confirmation

     Because substantive estimation resolves the key dispute in
     the Debtors' Chapter 11 proceedings, the parties will be in a
     better position to negotiate a consensual reorganization
     plan, and the Debtors would be able to propose a plan
     consistent with the District Court's rulings.  The plan would
     create a Section 524(g) trust, funded by the Debtors' assets,
     that is sufficient to pay all valid present and future
     asbestos personal injury claims in full, according to the
     number and value of claims determined by the Court.  Because
     all valid claims will be paid in full under the Debtors'
     plan, the trust should be confirmed with the 75%
     supermajority of claims necessary to obtain a Section 524(g)
     channeling injunction.  Conversely, because invalid claims
     will, by definition, be those for which the District Court
     has determined that there is no right to payment, invalid
     claimholders will not be entitled to vote on the trust.

     In this way, the Debtors anticipate that:

     * all their creditors, asbestos-related or otherwise, will be
       paid in full;

     * they will be entitled to a 524(g) channeling injunction for
       all future asbestos-related claims; and

     * they will emerge from bankruptcy with substantial
       shareholder equity and their asbestos liability resolved.

(D) Judge Wolin's Separation of Cancer Claims

     Although Judge Wolin correctly decided the fundamental
     dispute in the Debtors' case, the Debtors do not believe
     that, as ruled by Judge Wolin, estimation should be divided
     into multiple phases.  Separating the estimation hearings for
     cancer claims and unimpaired claims would produce both delay
     and a waste of the Debtors' resources.

     A dual-track estimation will require the Debtors to prepare
     nearly all of their expert witnesses twice.  Not only will
     the Debtors' medical and epidemiological experts be required
     in both hearings, but the Debtors' exposure experts in
     construction and industrial hygiene likewise will have to
     appear twice.  Whether a claimant has cancer or pleural
     plaques, his burden to show sufficient exposure to U.S.
     Gypsum's products is unchanged.  In addition, if substantive
     estimation shows, as the Debtors are confident it will, that
     liability to cancer-only claimants does not exceed the
     Debtors' equity, the conclusion of the first wave of
     estimation hearings would provide no resolution to claimants,
     creditors, or shareholders.

     Plainly, no one can collect from the estate until the
     liabilities are estimated.  Thus, even after the preparation,
     the hearing, the deliberation, and the District Court's
     order, all constituencies will remain in limbo while the
     parties gear up to perform the exercise again.

Mr. Heath believes that a single, unified process, like what the
Debtors propose, is the most sensible approach to conducting
substantive estimation.

               The PI Committee's Suggested Approach

Although the Debtors' estimation proposal promises to pay in full
every claim the District Court deems valid, history suggests that
the PI Committee will not accede to any estimation approach not
guaranteed to consume the Debtors' shareholders' equity.  Rather
than conducting hearings to test the merits of the pending claims,
the PI Committee argues that the District Court should rely solely
on certain historical claims resolution data and estimate claims
according to portions of their settlement and, to a lesser extent,
litigation history.  Although the claimants' counsel maintains
that the Debtors' defenses to liability are specious, they
simultaneously work to ensure that the District Court will never
even hear the competing versions of the facts at issue.

The PI Committee cannot dispute that the Debtors have settled tens
of thousands of asbestos claims for reasons that have nothing to
do with the merits of those claims, including the all-too-common
reality that litigating a baseless claim often costs more than
settling it.  Nonetheless, the PI Committee asks the District
Court to treat this corrupted snapshot of the Debtors' liability
as the dispositive model for estimation.  In the PI Committee's
view, if the Debtors were forced to settle baseless, sham claims
in the past, the District Court ought to preclude the Debtors from
fighting against the PI Committee now.  In this way, the PI
Committee would make these proceedings themselves a vehicle for
frivolous litigation.

The Debtors are confident that when the competing arguments are
weighed, the District Court will conclude that the Debtors' value
far exceeds their asbestos liability.  The PI Committee, on the
other hand, plans to win the war by avoiding all the battles.  The
PI Committee hopes that, in the name of judicial economy, it can
convince the District Court never to look at the relevant evidence
or entertain the Debtors' defenses.  This is an invitation that
due process obligates the District Court to decline.

The Debtors ask the District Court to implement the steps they
have outlined, or schedule a contested motion regarding an
appropriate estimation protocol.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VOICEIQ INC: Creditors & Shareholders Approve Plan of Arrangement
-----------------------------------------------------------------
VoiceIQ, Inc., (TSXV: VIQ) held the meetings of its shareholders
and creditors for the purpose of voting on the previously
announced Plan of Arrangement between the Company, Yoho Resources
Investment Partnership, VIQ Solutions, Inc., and the Company's
shareholders and creditors.

VoiceIQ is pleased to advise that the special resolution to
approve the Arrangement was approved by in excess of 98% of those
shareholders voting on the resolution.  Further, the Arrangement
was approved by 97.1% of those creditors who voted in respect of
approving the Arrangement as well as by creditors representing
99.3% of the value of claims held by all creditors voting in
respect the Arrangement.

The Arrangement remains subject to the approval of the Alberta
Court of Queen's Bench pursuant to the Companies Creditors
Arrangement Act (Canada) as well as to the approval of the Ontario
Superior Court of Justice pursuant to the Business Corporations
Act (Ontario).   The approval of the Ontario Superior Court of
Justice is being sought by VoiceIQ at 10:00 a.m. on Thursday,
December 23, 2004.  Subject to Court approval being received, the
Company expects to complete the Arrangement transaction tomorrow,
December 23, 2004.  

As reported in the Troubled Company Reporter on Nov 23, 2004, The
Arrangement consists of two parts, the "Creditors' Arrangement",
and the "Shareholders' Arrangement".  The Shareholders'
Arrangement provides for a reorganization of VoiceIQ and its
business such that shareholders will maintain their interest in
the Company's existing voice capture, digitization and compression
business and for VoiceIQ to acquire producing oil and natural gas
assets and focus on the oil and gas exploration and production
business.

Specifically, all of VoiceIQ's voice capture, digitization and
compression assets and business are to be transferred to a newly
formed company, VIQ Solutions, Inc.  Shareholders will then
exchange each common share of VoiceIQ held by them for one share
of VIQ Solutions and a portion of a "new" common share of VoiceIQ.

The Creditors' Arrangement provides for a settlement by VoiceIQ
with its creditors pursuant to the Companies Creditors Arrangement
Act (Canada).  Creditors who are owed up to $2,000 by VoiceIQ are
to receive 100% of their claim value in cash, while creditors owed
more than $2,000 will receive the first $2,000 of their claim in
cash, plus a pro rata share of a basket of cash and shares of
VoiceIQ and VIQ Solutions.  The estimated recovery for Creditors
with claims exceeding $2,000 is $0.25 to $0.28 on the dollar.  The
Creditors' Arrangement and the Shareholders' Arrangement are each
conditional on the other being approved.

As a result of the Arrangement:

   -- VoiceIQ's shareholders will own all of the shares of a new
      entity (VIQ Solutions) that will own all of VoiceIQ's
      existing assets related to its voice capture, digitization
      and compression business and whose only debts will be
      certain normal course government obligations and the balance
      of a vendor take back loan incurred in the acquisition of
      the Spark and Cannon companies in April of 2004.

   -- VoiceIQ's existing shareholders will maintain an ownership
      interest in the ongoing Company, which will, through the
      Arrangement, have changed its name to Yoho Resources Inc.,
      acquired oil and natural gas properties producing
      approximately 750 barrels of oil equivalent per day,
      received $7 million in new capital investment (comprised of
      $4 million of common shares at $2.00 per share and
      $3 million of "flow-through" shares at $2.40 per share) and
      have no debt.  The balance of Yoho Resources' outstanding
      shares will be held by creditors, the investors providing
      the new capital investment and the vendors of the oil and
      gas assets.  Yoho Resources will then be poised to recruit a
      permanent management team and focus on its development as a
      successful oil and gas exploration, production and marketing
      company.

   -- Upon the closing of the Arrangement, VoiceIQ's shares will
      be suspended from trading on the TSX Venture Exchange
      pending Yoho Resources recruiting a permanent management
      team and meeting the other conditions of the TSXV.  There
      can be no assurance that Yoho Resources will be successful
      in meeting the conditions to be imposed by the TSXV related
      to the lifting of the trading suspension.  In addition, VIQ
      Solutions has applied to have its shares listed on the TSXV,
      including applying for certain discretionary exemptions from
      the normal listing requirements of the TSXV, including from
      the sponsorship requirement.  Conditional listing approval
      has not been received from the TSXV for this application and
      there can be no assurance that the approval or
      discretionary exemptions will be secured.

Mr. David Outhwaite, President and CEO of VoiceIQ said, "Achieving
shareholder and creditor approval is a significant milestone
towards finalizing the reorganization of the Company, and the
revitalization of its voice capture, digitization and compression
business in the new company, VIQ Solutions, Inc.  Once the
reorganization is finalized, VIQ Solutions will be in a position
to carry forward with its renewed business plan.  Our plan calls
for VIQ Solutions to be able to realize increased revenues and
earnings such that our guidance for VIQ Solutions for fiscal 2005
calls for $19 to $22 million in revenue and $1 to $1.5 million in
earnings."

Interested parties are invited to contact Mr. David Outhwaite,
President & CEO of VoiceIQ, at (403) 444-5573.


W.R. GRACE: Wants Judge Fitzgerald to Handle Asbestos Claim Issues
------------------------------------------------------------------
As reported in the Troubled Company Reporter on November 15, 2004,
W.R. Grace & Co. and its debtor-affiliates filed their Chapter 11
Plan and Disclosure Statement with the United States Bankruptcy
Court for the District of Delaware on November 13, 2004.  The U.S.
District Court for the District of Delaware, however, currently
retains jurisdiction over two key matters that are integral to the
Plan:

    (1) the Debtors' amended motion for case management order
        establishing procedures for addressing asbestos personal-
        injury claims and certain related pleadings; and

    (2) the Asbestos Property Damage Claimants Committee and the
        Asbestos Personal Injury Claimants Committee's motion to
        approve the settlement agreement with Sealed Air
        Corporation fraudulent transfer lawsuit.

The Debtors believe that because these matters are part-in-parcel
to the Plan, they should be resolved in the same forum as the
Plan.

The Debtors ask the U.S. District Court for the District of
Delaware to convey the referred matters to the U.S. Bankruptcy
Court for the District of Delaware, so that the referred matters,
which are integral to the Plan, can be considered by Judge
Fitzgerald as she deals with other Plan-related issues.

David Carickhoff, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., in Wilmington, Delaware, recounts that the Plan
provides for the creation of an asbestos trust, which would be
liable for the Debtors' asbestos claims and funded, in large part,
by an approximately $1 billion cash and stock payment that would
be owed by Sealed Air to the Debtors' estates pursuant to the
Sealed Air Settlement Agreement.

On November 26, 2003, the PD Committee and the PI Committee asked
Judge Wolin to approve the Sealed Air Settlement Agreement
pursuant to Rule 9019 of the Federal Rules of the Bankruptcy
Procedure.  However, due to the stay imposed by the Third Circuit
as a result of the proceedings to have Judge Wolin removed from
five asbestos-related Chapter 11 cases, no objection deadline or
hearing date has ever been set for the Sealed Air Settlement
Motion, and it remains pending before the District Court.

However, given the Plan's dependency on the funds that would be
owed on account of the proposed Sealed Air Settlement, its
resolution is a pre-requisite to Plan confirmation.

Furthermore, the Debtors' most recent motion for a case management
order presents alternative procedures for determining the
allowance of asbestos personal injury claims and asbestos property
damage claims.

While the Debtors' Original CMO proposal with respect to resolving
asbestos personal injury claims was extensively briefed in 2001
and 2002, neither the District Court nor the Bankruptcy Court has
ever addressed these issues.  When the Chapter 11 cases were
assigned to Judge Wolin in November 2001, he did not immediately
address the issue.  Instead, he had the parties re-brief these
issues and put the matter on hold pending resolution of the Sealed
Air and Fresenius Medical Care A.G. fraudulent transfer lawsuits.  
Judge Wolin never had occasion to resolve the Debtors' CMO
proposal before the Third Circuit stayed all of the matters before
Judge Wolin pending his eventual removal from the Chapter 11
cases.

Thus, there would not be any prejudice to any interested parties
or wasted judicial resources if the District Court refers these
matters to the Bankruptcy Court.

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


WINSTAR COMMUNICATIONS: SEC Revokes Securities Registration
-----------------------------------------------------------
The Securities and Exchange Commission instituted and settled
administrative proceedings against Winstar Communications, Inc.,
revoking the registration of each class of Winstar's securities
for failing to file annual reports for any fiscal years
subsequent to the fiscal year ending December 31, 1999, or
quarterly reports for any fiscal period subsequent to its fiscal
quarter ending September 30, 2000.

In anticipation of the Commission's institution of the
administrative proceedings, Winstar has submitted an Offer of
Settlement, which the Commission has determined to accept.
Winstar consented to the entry of the SEC Revocation Order dated
December 1, 2004.

SEC Secretary Jonathan G. Katz relates that at all times relevant
to the administrative proceedings, Winstar's Common Stock, Senior
Notes due 2006, Senior Subordinated Notes due 2006, Series A and
Series B Redeemable Common Stock Purchase Warrants, and Rights to
Purchase Series B Preferred Stock have been registered with the
Commission under Section 12 of the Securities Exchange Act of
1934.  The common stock, with symbol "WCIIQ," is quoted on the
Pink Sheets.

According to Mr. Katz, Winstar failed to comply with Exchange Act
Section 13(a) and Rules 13a-1 and 13a-13, while its common stock
was registered with the Commission in that it has not filed the
required financial reports.

Section 12(j) of the Exchange Act provides:

    "The Commission is authorized, by order, as it deems necessary
    or appropriate for the protection of investors to deny, to
    suspend the effective date of, to suspend for a period not
    exceeding twelve months, or to revoke the registration of a
    security, if the Commission finds, on the record after notice
    and opportunity for hearing, that the issuer of such security
    has failed to comply with any provision of this title or the
    rules and regulations thereunder.  No member of a national
    securities exchange, broker, or dealer shall make use of the
    mails or any means or instrumentality of interstate commerce
    to effect any transaction in, or to induce the purchase or
    sale of, any security the registration of which has been and
    is suspended or revoked pursuant to the preceding sentence."

Thus, the Commission revokes the registration of each class of
Winstar's securities pursuant to Section 12(j).

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Wants to Employ Fulbright & Jaworski as Counsel
----------------------------------------------------------
Yukos Oil Company wants to employ Fulbright & Jaworski, LLP, as
bankruptcy counsel.  The Debtor selected Fulbright & Jaworski
because the firm has substantial expertise and experience in
bankruptcy matters, and will be able to provide the full range of
services the Debtor needs in the case.

Fulbright & Jaworski will render general bankruptcy representation
to Yukos, including, but not limited to:

   (a) advising and consulting with the Debtor about its powers
       and duties as a debtor-in-possession in the continued
       operation of its business and management of its
       properties;

   (b) representing the Debtor in cash collateral and
       postpetition financing negotiations and litigation;

   (c) representing the Debtor in asset sales and other liquidity
       transactions;

   (d) representing the Debtor concerning disposition of its
       executory contracts;

   (e) assisting the Debtor in the development, negotiation,
       litigation and confirmation of a Chapter 11 plan of
       reorganization and the preparation of a disclosure
       statement or statements in respect of the Plan, concerning
       treatment of secured and unsecured claims including both
       trade debt and bond debt;

   (f) preparing for the Debtor any necessary applications,
       motions, complaints, adversary proceedings, answers,
       orders, reports, and other pleadings and legal documents,
       in connection with matters affecting the Debtor and its
       estate;

   (g) taking actions as may be necessary to preserve and protect
       the Debtor's assets, including, if required by the facts,
       the prosecution of avoidance actions and adversary or
       other proceedings on the Debtor's behalf, defense of
       actions commenced against the Debtor, negotiations
       concerning litigation in which the Debtor is involved,
       objection to claims filed against the Debtor's estate and
       estimation of claims against the estate; and

   (h) performing other legal services that the Debtor may
       request in connection with the Chapter 11 case.

Yukos will compensate Fulbright & Jaworski for its services in
accordance with the firm's customary hourly rates:

          Professionals                    Hourly Rates
          -------------                    ------------
          Partners                         $315 to $650
          Counsel                          $165 to $420
          Associates                       $155 to $300
          Legal assistants                  $60 to $240

The hourly rate of Zack A. Clement, a partner at Fulbright &
Jaworski, is currently $650 per hour.

On December 3, 2004, Yukos hired Fulbright & Jaworski to do work
concerning its financial reorganization, including the possibility
of a bankruptcy filing.  Yukos discloses that before the Petition
Date, the firm received a $1,000,000 retainer from its subsidiary
for work done to analyze and prepare for arbitration and
insolvency proceedings concerning Yukos' problems.  Fulbright &
Jaworski also took payments from the retainer totaling $519,562,
leaving a $480,438 balance.  The retainer balance was transferred
to an account held by Yukos USA, Inc., where it is held for the
beneficial ownership of Yukos.

Fulbright & Jaworski further received an additional $5,000,000
retainer, which is held in the firm's Trust Account at Wells
Fargo Bank in Houston, Texas.  The $5,000,000 retainer is property
of Yukos, the company asserts.  The additional $5,000,000 retainer
came from funds transferred from a non-Russian subsidiary for the
benefit of Yukos.  Fulbright & Jaworski, thus, begins the case
with a $5,000,000 retainer and has no claim for prepetition fees.

Yukos notes that certain of its non-debtor subsidiaries will need
legal representation to protect them from issues presented by the
Russian Government's improper activity.  To ensure that the Non-
Debtor Subsidiaries have sufficient representation, certain of the
subsidiaries have placed $15,000,000 in a litigation trust to
provide a source of payment to Fulbright & Jaworski to provide for
legal representation to certain Non-Debtor Subsidiaries.  The
money in the Litigation Trust comes from non-Russian subsidiaries
and is not the property of Yukos.

Mr. Clement discloses that Fulbright & Jaworski currently
represents or has represented parties-in-interest in matters
unrelated to Yukos' Chapter 11 case:

   A. Commercial Lenders:

      1. BNP Paribas,
      2. Citibank, N.A.,
      3. Commerzbank AG,
      4. Credit Lyonnais, S.A.,
      5. Deutsche Bank AG,
      6. HSBC Bank plc,
      7. ING Bank N.V.,
      8. Societe Generale, and
      9. UFJ Holdings, Inc.

   B. Parties Sought to Be Enjoined Pursuant to
      First Day Motions:

      1. ABN AMRO Bank N.V.,
      2. Dresdner Kleinwort Wasserstein, and
      3. JPMorgan Chase & Co.

   C. 20 Largest Unsecured Creditors:

      1. Burson Marsteller,
      2. Russian Federation,
      3. Societe Generale,
      4. BCEN Eurobank, and
      5. PricewaterhouseCoopers ZAO

Mr. Clement, however, assures Judge Clark that Fulbright &
Jaworski (i) does not hold or represent an interest adverse to the
Debtor's estate and (ii) is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing  
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


YUKOS OIL: Look for Bankruptcy Schedules & Statements by Feb. 12
----------------------------------------------------------------
Rules 1007(a)(3) and 1007(c) of the Federal Rules of Bankruptcy
Procedure require Yukos Oil Company to file its Schedules of
Assets and Liabilities and Statement of Financial Affairs within
15 days after the Petition Date.  To prepare the Schedules and
Statement, Zack A. Clement, Esq., at Fulbright & Jaworski, LLP, in
Houston, Texas, says Yukos must gather information from books,
records, and documents relating to thousands of transactions.  
Collection of the information necessary to complete the Schedules
and Statement will require the expenditure of substantial time and
effort by the Debtor's employees and outside professionals,
especially considering that much of this information is located in
Russia.

According to Mr. Clement, compiling financial and operational
information concerning thousands of transactions per month to
produce the Schedules and Statements is a sizeable task under any
circumstances and made more difficult by Yukos' need to stabilize
its business relationships and negotiate with the Russian
Government in the wake of its Chapter 11 filing.

In view of the amount of time involved in the project, as well as
the size and complexity of Yukos' case and the demands upon its
employees to assist in efforts to stabilize business operations
since the Petition Date, it does not appear likely, Mr. Clement
admits, that Yukos will be able to complete the Schedules and
Statement properly and accurately by the deadline.

Yukos asks the United States Bankruptcy Court for the Southern
District of Texas to extend the filing deadline until
February 12, 2005.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing  
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 19, 2005
   PRACTISING LAW INSTITUTE
      Emerging Issues in Workouts & Bankruptcies
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

February 10-12, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      10th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
February 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Canadian-American Symposium on Cross Border Insolvency Law
         Marriott Eaton Center, Toronto, Ontario
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu
  
March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   ALI-ABA
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu
  
April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com
  
May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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.



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