TCR_Public/050113.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, January 13, 2005, Vol. 9, No. 10

                          Headlines

A.P.I. INC: Wants to Hire Fredrikson & Byron as Bankruptcy Counsel
A.P.I. INC: Wants to Hire Thomas Carey as Futures Representative
ACCEPTANCE INSURANCE: First Acceptance Clarifies Own Operations
ACCEPTANCE INSURANCE: Files Schedules of Assets and Liabilities
AIRGATE PCS: Soliciting Consents to Amend 9.375% Sr. Sub. Notes

ATA AIRLINES: Can Assume Oracle Term License Lease
ATA AIRLINES: Wants to Lift Stay to Pursue Woods Lawsuit
BANK OF HAWAII: Fitch Affirms Individual Classes with a Single B
BEVERLY ENTERPRISES: Starts Exchange Offer for $215MM 7-7/8% Notes
BOYD GAMING: To Webcast Fourth Quarter Results on Feb. 9

CAESARS ENT: Nears Completion of Caesars Indiana Acquisition
CARRIAGE SERVICES: Moody's Rates Proposed $130M Sr. Notes at B2
CARRIAGE SERVICES: S&P Rates Planned $120M Sr. Unsec. Notes at B-
CATHOLIC CHURCH: CNA Wants to Stay Lifted in Spokane Case
CATHOLIC CHURCH: Spokane Wants to Hire Gordon Murray as Counsel

CHEVYS INC: Real Mex Buys 126 Restaurants for $90 Million
CHIQUITA BRANDS: Completes Five-Year $150 Million Credit Facility
CITY OF RICHMOND: Moody's Upgrades Bonds Ratings from Ba3 to Baa3
COLORADO EDUCATIONAL: Moody's Pares Revenue Bond Ratings to Ba1
CURATIVE HEALTH: Executives May Sell Shares to Repay Loans

DEL LABORATORIES: S&P Junks Proposed $150M Senior Sub. Notes
E*TRADE ABS: Moody's Rates Preference Shares & Composites at Ba1
ELIZABETH U STOR: Case Summary & 8 Largest Unsecured Creditors
EMSC LP: S&P Rates Affiliates' Proposed $100M Sr. Sec. Debt at B+
ENRON CORP: Court Approves Pasadena Settlement Agreement

ESI TRACTEBEL: S&P Affirms BB Rating on $194M Senior Secured Notes
ESI TRACTEBEL: Moody's Affirms Ba1 Rating on Senior Sec. Bonds
FAIRFAX FINL: French Unit Buys Markel Subsidiary for EUR44 Million
FLYI INC: S&P Downgrades Corporate Credit Rating to CC from CCC-
FORD CREDIT: S&P Places BB Ratings on $90M Class D Certificates

FRIEDMAN'S INC: May File for Bankruptcy Due to Cash Shortage
GALLERIA CDO: Moody's Pares Ratings on $14M Class B Notes to B3
HAMPSHIRE DISTRIBUTORS: Case Summary & Largest Unsecured Creditors
HARBORVIEW MORTGAGE: Moody's Rates $13.6M Class B-4 Debt at Ba2
HAUSER INC: Dissolved Following Confirmation & Bankruptcy Exit

HAYES LEMMERZ: Judge Walrath Okays Modified Plan Clarification
HIA TRADING: Files for Bankruptcy Protection in S.D. New York
HIA TRADING: Case Summary & 25 Largest Unsecured Creditors
HEALTHCARE PARTNERS: Moody's Rates $145M Sr. Sec. Loans at B1
HOLLINGER INC: E&Y Wants to Examine Ex-Directors Radler & Boultbee

HOLLINGER INC: Holds $10.23 Million of Cash as of January 7
IMMUNE RESPONSE: Completes Remune Studies in Italy & Spain
IMPERIAL PLASTECH: Former Lawyers Petition for Receiving Order
KARGO CORPORATION: Case Summary & 16 Largest Unsecured Creditors
KINETICS GROUP: Fitch Withdraws 'B' Rating on $55 Mil. Sr. Debt

LAIDLAW INTERNATIONAL: Taps PwC as Independent Accountants
LAMBERT FABRICATORS: Assets to be Auctioned on Jan. 20
LEAP WIRELESS: Promotes S. Douglas Hutcheson to President and CFO
LESLIE'S POOLMART: S&P Rates Planned $170M Sr. Unsec. Notes at B-
LORAL SPACE: Trade Creditors Say Plan is Unconfirmable

MERRILL LYNCH: S&P Affirms Low-B Ratings on 24 Certificate Classes
METRIS: S&P Lifts Credit Rating to CCC+ & Says Outlook is Positive
MICRON TECH: Moody's Holds Low-B Ratings Due to Operating Results
MKP CBO: Moody's Junks Classes B-1A & B-1L
NATIONAL BENEVOLENT: Fitch Rates Outstanding Debt at Triple-D

NORTEL NETWORKS: Files Restated 2003 Annual Report
NORTEL NETWORKS: Names Shepard Chief Ethics & Compliance Officer
NOVA CHEMICALS: To Webcast 4th Qtr. Earnings Result on Jan. 26
NRG ENERGY: Inks Pact with New York to Reduce Emissions
OWENS CORNING: Overview of the Asbestos Claims Estimation Trial

OWENS CORNING: Index of Key Asbestos Claims Estimation Pleadings
OWENS CORNING: List of Key Players in the Estimation Proceeding
PEOPLESUPPORT INC: Posts $1.9 Million Restated 3rd Qtr. Net Income
PERRY ELLIS: Inks License Agreement with Lantis Eyewear
QUEBECOR MEDIA: Names J. Richard as VP for Advertising Convergence

QWEST COMMUNICATIONS: Hosting Fourth Quarter Webcast on Feb. 15
R.H. DONNELLEY: Moody's Rates Planned $300M Sr. Unsec. Debt at B3
R.H. DONNELLEY: S&P Rates Proposed $300 Million Senior Notes at B
RCN CORP: Court Approves Assumption of E! Entertainment Pact
SANMINA-SCI: Fitch Puts Low-B Ratings on Three Layers of Debt

SBC COMMUNICATIONS: Expects $250 Mil. Charges in 2004 4-Q Earnings
SOLECTRON CORP: Fitch Affirms $1.2 Bil. of Debt with Low-B Ratings
SOUTH STREET: S&P Junks Four Certificate Classes
SPHERION CORP: Names William Halnon SVP & CIO for KnowledgeSphere
SUTTER CBO: Fitch Affirms $20 Million 1998-1 Notes at 'B-'

SUTTER CBO: Fitch Affirms Three 1999-1 Classes with Low-B Ratings
TELEGLOBE COMMS: Chap. 11 Plan Confirmation Hearing Set on Feb. 10
TEXAS DOCKS: Wants to Sell Real Property to John Frantz for $38M
TEXAS DOCKS: Asks Court to Approve Bid Procedures & Break-Up Fee
TRICO MARINE: Court Will Consider Plan Confirmation on Jan. 19

TRUMP HOTELS: Court Moves Disclosure Statement Hearing to Feb. 3
U.S. PLASTIC: Taking Bids for Ocala, Fla., Plant
ULTIMATE ELECTRONICS: Taps Skadden Arps as Bankruptcy Counsel
ULTIMATE ELECTRONICS: Look for Bankruptcy Schedules by Mar. 12
UNISYS CORP: S&P Revises Outlook on Low-B Ratings to Stable

WESTPOINT STEVENS: Wants to Alter Ernst & Young's Engagement
WITHERSPOON CDO: Moody's Rates $18 Mil. Preference Shares at Ba2
X10 WIRELESS: Court Approves Second Amended Disclosure Statement
YUKOS OIL: Gets Interim Okay to Waive Investment & Deposit Plan

* GrayRobinson Expands Services into Northeast Florida
* Steptoe & Johnson Expands Litigation Practice in New York

                          *********

A.P.I. INC: Wants to Hire Fredrikson & Byron as Bankruptcy Counsel
------------------------------------------------------------------
A.P.I. Inc., asks the U.S. Bankruptcy Court for the District Of
Minnesota for permission to employ Fredrikson & Byron, P.A., as
its general bankruptcy counsel.

Fredrikson & Byron is expected to:

   a) analyze the Debtor's financial situation and render advice
      and assistance in determining how to proceed with its
      chapter 11 case, and advice the Debtor with the negotiation
      and preparation of documents for a pre-packaged plan of
      reorganization;

   b) assist the Debtor with the preparation and filing of the
      petition, exhibits, attachments, schedules, statements, and
      lists for stay motions, and other documents required by the
      Bankruptcy Code, the Bankruptcy Rules, the Local Rules and
      the Court in the course of the Debtor's chapter 11 case;

   c) represent the Debtor at the meeting of creditors and
      negotiate with creditors and other parties in interest;

   d) Make and respond to motions, applications and other requests
      for relief on behalf of the Debtor;

   e) work with the Debtor and other parties to obtain approval of
      the prepacked plan of reorganization and disclosure
      statement; and

   g) perform all other services requested by the Debtor that are
      necessary in its chapter 11 case.

James Baillie, Esq., a Shareholder at Fredrikson & Byron, is the
lead attorney for the Debtor's restructuring.  Mr. Baille
discloses that the Firm received a $40,000 retainer.

Fredrikson & Byron has not yet submitted to A.P.I. Inc., the
hourly rates of its professionals when the Debtor submitted to the
Court its motion to employ the Firm as its bankruptcy counsel.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., --
http://www.apigroupinc.com/-- is a wholly owned subsidiary of
APi Group, Inc., and is an industrial insulation contractor.  The
Company filed for chapter 11 protection on January 5, 2005 (Bankr.
D. Minn. Case No. 05-30073).  When the Debtor filed for protection
from its creditors, it listed total assets of $34,702,179 and
total debts of $63,000,000.


A.P.I. INC: Wants to Hire Thomas Carey as Futures Representative
----------------------------------------------------------------
A.P.I. Inc. asks the U.S. Bankruptcy Court for the District Of
Minnesota for permission to employ retired Judge Thomas H. Carey
as the Legal Representative for Future Asbestos-Related Claimants.

The Debtor explains to the Court that a key element of its since
Prepackaged Plan of Reorganization filed on January 7, 2005, will
be to channel all current and future asbestos-related claims
involving the Debtor into a trust for claims payment and
satisfaction.

Mr. Carey, as the proposed Futures Representative will have the
responsibility of acting as the legal representative of the future
claimants for the purpose of representing and protecting the
rights of claimants that might subsequently assert asbestos-
related claims.

Mr. Carey will also have the authority to retain attorneys and
professionals to assist him in the performance of his duties and
responsibilities upon prior approval of the Court.

Mr. Carey will bill the Debtor $300 per hour for his services.
Mr. Carey assures the Court that he does not represent any
interests adverse to the Debtor, its estate and other parties in
interest.

The Court will convene a hearing at 10:00 a.m., on January 20,
2005, to consider the Debtor's motion to approve Mr. Carey's
appointment.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., --
http://www.apigroupinc.com/-- is a wholly owned subsidiary of the
APi Group, Inc., and is an industrial insulation contractor.  The
Company filed for chapter 11 protection on January 5, 2005 (Bankr.
D. Minn. Case No. 05-30073).  James Baillie, Esq., at Fredrikson &
Byron P.A., represents the Debtor's restructuring.  When the
Debtor filed for protection from its creditors, it listed total
assets of $34,702,179 and total debts of $63,000,000.


ACCEPTANCE INSURANCE: First Acceptance Clarifies Own Operations
---------------------------------------------------------------
First Acceptance Corporation (NYSE:FAC), whose insurance
subsidiaries provide non-standard private passenger automobile
insurance and operate in many states under the trade name
"Acceptance Insurance", said "it is not affiliated nor involved in
any manner" with Iowa-based Acceptance Insurance Companies Inc.,
which filed for reorganization under Chapter 11 of the US
Bankruptcy Code on Jan. 7, 2005.  AICI is the parent of Acceptance
Insurance Company, which is currently in Rehabilitation and under
supervision by the state of Nebraska's Department of Insurance and
writes crop insurance policies.

Steve Harrison, President and CEO of First Acceptance Corporation,
said he wanted to clarify any possible confusion about the
Nashville-based company's operations with AICI.  "It's apparent
from several inquiries we have received that the similarity in
names has caused some misunderstanding.  We have never had any
association whatsoever with the Iowa or Nebraska companies, nor
are we familiar with any aspect of their business," Mr. Harrison
emphasized.

First Acceptance Corporation, as previously announced with its
first quarter earnings, provides non-standard private passenger
automobile insurance primarily through employee-agents in 165
retail offices in seven states.  The Company's insurance company
subsidiaries are licensed to do business in 22 states.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  AICI filed for
chapter 11 protection (Bankr. D. Nebr. Case No. 05-80059) while
two of its non-insurance company subsidiaries filed for chapter 7
protection (Bankr. D. Nebr. Case No. 05-80056 and 05-80058) on
Jan. 7, 2005.  John J. Jolley, Jr., Esq., at Kutak Rock represents
the Debtors in their bankruptcy cases.  When the Company filed for
protection from its creditors, it listed $33,069,446 in total
assets and $137,120,541 in total liabilities.

The Troubled Company Reporter initiated coverage of Acceptance
Insurance on July 19, 2002, when Fitch Ratings cut the rating on
the $94.875 million of trust preferred securities issued by AICI
Capital Trust to junk levels.

The Nebraska Department of Insurance issued an Order of
Supervision to Acceptance's crop insurance subsidiary, American
Growers Insurance Company in Nov. 2002.  Prior to that action by
the State, AGIC tried to sell its crop insurance assets to Rain
and Hail L.L.C. The USDA Risk Management Agency blocked that
transaction.


ACCEPTANCE INSURANCE: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Acceptance Insurance Companies Inc. filed with the U.S. Bankruptcy
Court for the District of Nebraska its schedules of assets and
liabilities disclosing:

   Name of Schedule               Assets          Liabilities
   ----------------               ------          -----------

A. Real Property
B. Personal Property            $33,069,446
C. Property Claimed
   as Exempt
D. Creditors Holding
   Secured Claims
E. Creditors Holding Unsecured
   Priority Claims
F. Creditors Holding Unsecured                    $137,110,126
   Nonpriority Claims
                                -----------       ------------
        Total                   $33,069,446       $137,110,126

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  The Company filed
for chapter 11 protection on Jan. 7, 2005(Bankr. D. Nebr. Case No.
05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc., filed chapter 7
petitions (Bankr. D. Nebr. Case Nos. 05-80056 & 05-80058).  John
J. Jolley, Esq., at Kutak Rock LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $33,069,446 in total assets and
$137,120,541 in total debts.


AIRGATE PCS: Soliciting Consents to Amend 9.375% Sr. Sub. Notes
---------------------------------------------------------------
AirGate PCS, Inc. (Nasdaq: PCSA) is soliciting consents from
holders of its outstanding 9.375% Senior Subordinated Secured
Notes due 2009 and its First Priority Senior Secured Floating Rate
Notes due 2011 to proposed amendments to certain provisions of the
indentures governing the Notes.  The consent solicitation will
expire at 5:00 p.m., New York time, on Jan. 25, 2005, unless
extended by AirGate.  Only holders of Notes as of Jan. 10, 2005,
the record date for the consent solicitation, may participate in
the solicitation.

As previously announced, on Dec. 7, 2004, AirGate entered into an
Agreement and Plan of Merger with Alamosa Holdings, Inc., pursuant
to which AirGate will merge with and into a direct wholly-owned
subsidiary of Alamosa.  The purpose of the consent solicitation is
to obtain the requisite consents to amend the indentures governing
the Notes so that neither AirGate nor Alamosa will be required to
make a repurchase offer for the Notes upon completion of the
merger.

Completion of the consent solicitation is conditioned upon receipt
of consents from holders of a majority in aggregate principal
amount of all outstanding Notes of each series at or prior to the
expiration time and the completion of the merger on or before
June 30, 2005.  If AirGate receives the requisite consents by the
expiration time and the merger is completed on or before June 30,
2005, holders of Notes as of Jan. 10, 2005, that validly delivered
their consents before the expiration time will receive a consent
payment equal to 0.25% of the principal amount of Notes
represented by such consents.

The detailed terms and conditions of the consent solicitation are
contained in the consent solicitation statement of AirGate, dated
January 11, 2005, and the related consent letter, which have been
mailed to holders of record of the Notes.  Holders can obtain
additional copies of the consent solicitation statement and
related materials from MacKenzie Partners, Inc., the Information
Agent for the consent solicitation, at (800) 322-2885 (toll free)
or (212) 929-5500 (collect).

UBS Securities LLC is acting as the Solicitation Agent.  Holders
with questions about the consent solicitation can contact UBS'
Liability Management Group at (203) 719-4210 (call collect) or
(888) 722-9555 x4210 (toll-free).

This press release does not constitute a solicitation of consents
of holders of the Notes and shall not be deemed a solicitation of
consents with respect to any other securities of AirGate.  The
consent solicitation will be made solely by the consent
solicitation statement of AirGate, dated Jan. 11, 2005, and the
related consent letter.

                        About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States.  The territories
include over 7.4 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South Carolina;
Augusta and Savannah, Georgia; and Asheville, Wilmington and the
Outer Banks of North Carolina.

At Sept. 30, 2004, AirGate PCS' balance sheet showed an
$80,292,000 stockholders' deficit, compared to a $376,997,000
deficit at Sept. 30, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$175 million of senior secured floating rate notes due 2011 of
AirGate PCS, Inc., and affirmed the company's other ratings. The
rating outlook is positive.

The affected ratings are:

   * Senior implied rating B3 (affirmed)

   * Issuer rating Caa1 (affirmed)

   * $175 million senior secured floating rate notes due 2011
     -- B2 (assigned)

   * $159 million 9.375% senior subordinated secured notes due
     2009 -- Caa1 (affirmed)

   * $141 million senior secured credit facility due 2007/08 --
     WR (withdrawn)


ATA AIRLINES: Can Assume Oracle Term License Lease
--------------------------------------------------
Oracle Corporation, ATA Airlines and ATA's debtor-affiliates are
parties to a Term License Lease Schedule No. 10197.  According to
Jeffrey C. Nelson, Esq., at Baker Daniels, in Indianapolis,
Indiana, the Lease provides perpetual licenses to the Debtors for
nine Oracle software applications used by the Debtors and licenses
for Oracle databases used by applications developed or purchased
by the Debtors.  The Lease also provides support for the
applications and database software included in the Lease.

On May 13, 2003, the Debtors and Oracle Credit Corporation
executed a Payment Plan Agreement, which provided the terms and
conditions for the Debtors' payment of the price for the System.

On May 9, 2003, National City Bank of Indiana issued an
Irrevocable Standby Letter of Credit, No. SCL 008880, for
$500,000, pursuant to a Letter of Credit Agreement between the
Debtors and Oracle Credit, under which the Debtors furnished the
Letter of Credit to secure their performance under the Lease and
the Payment Agreement.

On June 23, 2003, Oracle Credit assigned to Key Equipment Finance
all of its rights, title and interests in and to the payments due
under the Lease and the Payment Agreement.

The Debtors and Key Equipment Finance have reached an agreement
pursuant to which:

   (a) Key Equipment Finance will refrain from drawing on the
       Standby Letter of Credit and the Debtors will seek the
       United States Bankruptcy Court for the Southern District of
       Indiana's authority to assume the Lease;

   (b) The Debtors will pay Key Equipment Finance $133,875, as
       cure for the quarterly payment due under the Payment
       Agreement on October 1, 2004, plus late charges.
       Commencing on January 1, 2005, and continuing each
       calendar quarter thereafter, the Debtors will make the
       remaining payments required under the Payment Agreement as
       they become due; and

   (c) Upon receipt of the Payment, Key Equipment Finance will
       provide the written confirmation required in the Letter of
       Credit Agreement to allow reduction of the Letter of
       Credit Amount for the first Renewal Letter of Credit.

The Debtors heavily rely on the System, and the System is
essential for their continued operation.  In addition, the
assumption of the Lease will result in a net positive cash flow to
the Debtors because the cure amount contemplated by the Agreement
is less than the reduction in the Letter of Credit Amount called
for.  Therefore, the Debtors believe that assumption of the Lease
is warranted.

Accordingly, the Debtors sought and obtained the Court's authority
to assume the Oracle Term License Lease.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Wants to Lift Stay to Pursue Woods Lawsuit
--------------------------------------------------------
On May 17, 2004, Andre Woods filed a complaint against American
Trans Air, doing business as ATA Airlines, Inc., in the United
States District Court for the Northern District of Illinois,
Eastern Division.  Mr. Woods alleged that he sustained personal
injury as a result of his removal from an ATA aircraft.  Mr.
Woods' claim is based on theories of false imprisonment, malicious
prosecution and intentional infliction of emotional distress.

United States Aviation Underwriters, ATA's insurer, retained
Cozen O'Connor to defend ATA in the Woods Lawsuit.

Melissa M. Hinds, Esq., at Baker Daniels, in Indianapolis,
Indiana, relates that prior to the Petition Date, significant
discovery and motion practice had taken place in the Woods
Lawsuit.  On September 20, 2004, ATA sought to dismiss the Woods
Lawsuit.

Mr. Woods has demanded damages for $25,000.  However, Aviation
Underwriters informed Cozen O'Connor that it has provided ATA with
adequate liability insurance to cover the damages.  In addition,
Mr. Woods has agreed that his recovery, if any, will be sought
solely from the insurance policy issued by Aviation Underwriters
and not from ATA.

Thus, the Debtors ask Judge Lorch to:

   (a) lift the automatic stay to permit the Woods Lawsuit to
       proceed; and

   (b) if Mr. Woods is successful, allow him to recover from
       applicable insurance coverage.

Ms. Hinds asserts that pursuant to Section 362(d), cause exists
for granting the Debtors' request because:

    -- the Woods Lawsuit does not involve issues particular to
       the Chapter 11 cases and will not affect the progress of
       the Debtors' reorganization;

    -- if successful, Mr. Woods' damages will be paid by Aviation
       Underwriters, not from the Debtors' estates; and

    -- it is in the Debtors' best interests to allow the District
       Court to rule on the Motion to Dismiss and to resolve the
       Woods Lawsuit.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BANK OF HAWAII: Fitch Affirms Individual Classes with a Single B
----------------------------------------------------------------
Fitch Ratings upgraded the long-term ratings of Bank of Hawaii
Corporation  -- BOH -- and its bank subsidiary, Bank of Hawaii to
'A-' from 'BBB+', as well as Bank of Hawaii's short-term ratings
to 'F1' from 'F2'.  The Rating Outlook is Stable.

Fitch's rating action reflects the success of BOH's strategic
repositioning, which has strengthened the overall financial
condition of the company.  BOH has steadily improved profitability
and reduced the risk profile of the company.  Furthermore, Fitch
believes the company can sustain its current level of core
profitability, as it is poised to benefit from an improving
Hawaiian economy, and maintain solid credit fundamentals despite
its remaining higher risk exposures.

BOH's capital and reserve position is strong.  Fitch expects BOH
to maintain strong capital and reserve positions relative to peer-
rated institutions given its geographic concentration, as well as
its remaining exposure to some higher risk credits.  Additionally,
the company has a liquid balance sheet and a solid core-funding
base.  Due to limited capacity to upstream dividends to the parent
company without prior regulatory approval, Fitch has maintained
the 'F2' short-term rating of the parent company.

Fitch upgrades these ratings:

   Bank of Hawaii Corporation

      -- Long-term senior debt to 'A-' from 'BBB+'.

   Bank of Hawaii

      -- Long-term deposits to 'A' from 'A-';
      -- Long-term senior debt to 'A-' from 'BBB+';
      -- Subordinated notes to 'BBB+' from 'BBB';
      -- Short-term deposits to 'F1' from 'F2';
      -- Short-term debt to 'F1' from 'F2'.

   Bancorp Hawaii Capital Trust I

      -- Preferred securities to 'BBB+' from 'BBB'.

Fitch affirms these ratings:

   Bank of Hawaii Corporation

      -- Short-term debt 'F2';
      -- Individual 'B';
      -- Support '5'.

   Bank of Hawaii

      -- Individual 'B';
      -- Support '5'.


BEVERLY ENTERPRISES: Starts Exchange Offer for $215MM 7-7/8% Notes
------------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) announces an offer to
exchange up to $215 million in aggregate principal amount of its
7-7/8% Senior Subordinated Notes due 2014, which have been
registered under the Securities Act of 1933 as amended, for its
outstanding unregistered 7-7/8% Senior Subordinated Notes due
2014.

The exchange offer will expire on Friday, February 11, 2005, at 5
p.m.  The exchange agent is:

         BNY Midwest Trust Company
         c/o Bank of New York
         Reorganization Unit
         101 Barclay Street, 7 East
         New York, NY 10286
         Attn: Ms. Carolle Montreuil

Beverly Enterprises, Inc., and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States.  Beverly currently operates 351 skilled nursing
facilities, as well as 18 assisted living centers, and 52 hospice
and home health centers.  Through Aegis Therapies, Beverly also
offers rehabilitative services on a contract basis to facilities
operated by other care providers.

                             *    *    *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Fitch Ratings has assigned a 'B+' rating to Beverly
Enterprises, Inc.'s planned up-to $225 million, 10-year,
subordinated debt issue.  Proceeds from the new issue will be
used to fund the recent tender offer for the company's 'BB-'
rated, $200 million, 9-5/8% senior unsecured notes due 2009.

Those 9-5/8% Notes trade around 112, according to pricing obtained
from the Bloomberg Professional Service.  S&P rates the 9-5/8%
Notes at B+ and Moody's gives them its B1 rating.

In conjunction, Fitch affirmed the company's 'BB' secured bank
facility, 'BB-' senior unsecured debt and 'B+' rated subordinated
convertible notes.  Fitch's Rating Outlook was Stable.

Fitch notes that BEV's credit profile is improving following a
difficult 2003 that saw profitability negatively impacted by
rising patient liability costs and reduced Medicare
reimbursement.  Key factors Fitch sees driving the improvement
include strong volume growth, increased Medicare and Medicaid per-
diem rates, a significant reduction in patient liability-related
costs and lower interest costs due to refinancing activities.


BOYD GAMING: To Webcast Fourth Quarter Results on Feb. 9
--------------------------------------------------------
Boyd Gaming Corporation's (NYSE: BYD) fourth quarter 2004
conference call to review the Company's results will take place on
Wednesday, Feb. 9, 2005 at 4:30 p.m. Eastern.  The conference call
number is 800.901.5259 and the reservation number is 50501023.
Please call up to 15 minutes in advance to ensure you are
connected prior to the call's initiation.  The Company will report
its results on the same day at approximately 4:00 p.m. Eastern.

The conference call will also be available live on the Internet at
http://www.boydgaming.com/

Following the call's completion, a replay will be available by
dialing 888.286.8010 on Feb. 9, beginning two hours after the
completion of the call and continuing through Wednesday, Feb. 16.
The passcode for the replay will be 57353044.  The replay will
also be available on the Internet at the Company's web site.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Fitch Ratings affirmed Boyd Gaming Corporation's senior secured
bank debt ratings at 'BB' and raised the senior unsecured and
subordinated debt ratings one notch to 'BB-' and 'B+',
respectively.  The Rating Outlook is Stable.  Approximately
$2.3 billion of debt securities are affected by Fitch's action.

Ratings reflect:

   (1) Boyd's sizable and uniquely diversified portfolio of high
       quality,

   (2) recently renovated assets,

   (3) successful operating history, and

   (4) strong track record of making high-return acquisitions.


CAESARS ENT: Nears Completion of Caesars Indiana Acquisition
------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE: CZR), one of the world's
leading gaming companies, has reached agreements to acquire its
partner's 18 percent interest in the company that owns and
operates the Caesars Indiana casino resort.  Caesars expects to
complete the transaction, which is valued at approximately $70
million, in the first quarter of 2005.

The Caesars Indiana property comprises the riverboat casino and
associated hotel and golf course.   At the conclusion of the
transaction, Caesars Entertainment will own 100 percent of the
property through its Indiana affiliate, which will be renamed
Caesars Riverboat Casino, LLC, upon approval by the Indiana Gaming
Commission.

Headquartered in Las Vegas, Nevada, Caesars Entertainment, Inc.
(NYSE: CZR) has $4.5 billion in annual net revenue, 28 properties
on four continents, 26,000 hotel rooms, two million square feet of
casino space and 52,000 employees, the Caesars portfolio is among
the strongest in the industry.  Caesars casino resorts operate
under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and
Paris brand names.

In July 2004, the Board of Directors of Caesars Entertainment
approved an offer from Harrah's Entertainment to acquire the
company for approximately $1.8 billion and 66.3 million shares of
Harrah's common stock.  The offer must be approved by shareholders
of both companies and federal and state regulators before the
transaction can close.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Fitch Rates Caesars Entertainment ('BB+/BB-') and remains on
Rating Watch Positive.


CARRIAGE SERVICES: Moody's Rates Proposed $130M Sr. Notes at B2
---------------------------------------------------------------
Moody's Investor Service assigned a B2 rating to the proposed
offering of $130 million of senior notes by Carriage Services,
Inc.  In addition, Moody's assigned a senior implied rating of B2
and a speculative grade liquidity rating of SGL-2.  The ratings
outlook is stable.  This is the first time Moody's has rated the
debt of Carriage Services.  The rating action follows the
announcement by the company that the proceeds from the senior
notes offering will be used to refinance certain existing
indebtedness, pay fees and expenses and provide additional short-
term liquidity.

Moody's assigned these ratings:

   * $130 million Senior Notes due 2015, rated B2;
   * Senior Implied, rated B2;
   * Senior Unsecured Issuer, rated B3;
   * Speculative Grade Liquidity Rating, rated SGL-2.

The ratings outlook is stable.

The ratings are subject to the review of executed documents.

The ratings reflect:

   (1) high pro forma leverage for a relatively small company;

   (2) weak revenue growth in recent years;

   (3) strong local competition in key markets which could result
       in market share losses or pricing pressure;

   (4) declining death rates in recent years;

   (5) the increasing use of cremation services which tend to
       generate lower revenues and gross profit than traditional
       funeral services and could cause the company to lose market
       share to firms specializing in cremations; and

   (6) the company's exposure to the performance of its trust
       funds.

The ratings also reflect:

   (1) the stability of the funeral and cemetery business;

   (2) strong operating margins;

   (3) management's focus on debt reduction and margin improvement
       in recent years; and

   (4) a significant backlog (about $290 million at
       Sept. 30, 2004) derived from preneed funeral and cemetery
       contracts supported by trust funds or insurance contracts.

Carriage Services is expected to have about $238 million of
indebtedness at December 31, 2004 on a pro forma basis for the
issuance of the senior notes and refinancing of certain existing
debt.  This compares to a revenue base of about $155 million for
the latest twelve-month -- LTM -- period ended September 30, 2004.
In addition to $130 million of senior notes, the company is
expected to have about $94 million of convertible junior
subordinated debentures and $14 million of other indebtedness.
The Debentures accrue interest at 7%, mature in 2029 and allow for
the deferral of interest payments for up to twenty consecutive
quarters at the option of the company.  All accrued and unpaid
interest on the Debentures is expected to be paid in cash in
connection with the refinancing.  The company also expects to
enter into a $35 million revolving credit facility which is
expected to be undrawn at closing.  The Debentures and the
revolving credit facility are not rated by Moody's.

The assignment of the SGL-2 speculative grade liquidity rating
reflects the company's good liquidity profile and Moody's
expectation of stable free cash flows from operations, significant
projected availability under the proposed revolving credit
facility and adequate cushion under bank covenants.  Cash on hand
and cash flow from operations are expected to cover ongoing cash
needs for the next twelve months, which primarily consist of
capital expenditures and limited debt amortization requirements.
Liquidity also benefits from the company's ability to defer
interest payments on the Debentures for up to twenty quarters,
although Moody's expects such interest payments to be paid in cash
in 2005.  The company is expected to have about $13 million of
cash upon completion of the refinancing and Moody's expects the
company to generate about $10 million in free cash flow from
operations (after the payment of cash interest on the Debentures
and capital expenditures) in 2005.  Moody's believes the company
may engage in acquisitions of funeral and cemetery properties
during the next twelve months and as a result may need to borrow
under its proposed revolving credit facility.  Although financial
covenant levels under the proposed revolving credit facility have
not been finalized, Moody's expects the company to have adequate
cushion against the covenants over the next twelve months.

The stable ratings outlook reflects Moody's view that the company
will experience modest revenue growth and operating margin
improvements.  Moody's expects that the company's strategic
initiatives to improve revenues and reduce costs will offset the
impact of declining death rates and increases in cremation rates.
The ratings or outlook could be pressured if the company increases
leverage due to greater than expected acquisition activity or
revenues and margins decline due to decreases in funeral volume,
increases in cremation rates or declines in trust performance.
The ratings or outlook would likely benefit from a significant
reduction in leverage or improvement in free cash flow due to
stronger than expected revenue increases or operating margin
improvements.

The senior notes will be senior unsecured obligations of the
company and will rank equally with all of the company's existing
and future senior unsecured indebtedness.  The senior notes will
be effectively subordinated to borrowings under the senior secured
credit facility but will benefit from guarantees on a senior basis
by substantially all the subsidiaries of the company.

Moody's considers the Debentures as 75% debt and 25% equity
consistent with Moody's December 1999 rating methodology, "Moody's
Tool Kit: A Framework for Assessing Hybrid Securities" and Moody's
November 2003 Rating Methodology, "Hybrid Securities Analysis New
Criteria for Adjustment of Financial Ratios to Reflect the
Issuance of Hybrid Securities".  Free cash flow (as adjusted to
reflect cash interest payments on the Debentures in 2004 and 2005)
to adjusted debt (which reflects 75% of the Debentures) is
expected to be about 6% in 2004 and 5% in 2005.  Pro forma
adjusted debt to EBITDA at December 31, 2004 is expected to be
about 5.3 times and pro forma adjusted debt to revenues is
expected to be about 1.4 times.  EBITDA coverage of interest
(including the full amount of interest on the Debentures) for 2005
is expected to be about 2.4 times.

Headquartered in Houston, Texas, Carriage Services, Inc., is the
fourth largest provider of funeral and cemetery services in the
United States.  For the LTM period ended September 30, 2004,
revenues were approximately $155 million.


CARRIAGE SERVICES: S&P Rates Planned $120M Sr. Unsec. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to the funeral home and cemetery operator Carriage
Services, Inc., and assigned its 'B-' debt rating to the company's
proposed $130 million in senior unsecured notes due in 2015,
issued under Rule 144A with registration rights.  The company is
expected to use the proceeds from the issue for existing debt
refinancing and general corporate purposes.  Pro forma debt
outstanding (including the company's term income deferrable equity
securities, or TIDES) is $238 million.  The outlook is stable.

Carriage's unsecured senior notes are rated 'B-', or one notch
below the corporate credit rating, in line with Standard & Poor's
criteria.  Although these notes are considered senior, the rating
assumes that in a distress scenario there would be a significant
amount of priority debt, including the company's unrated
$35 million revolving bank facility (expected to be fully drawn)
and its capitalized leases.  Because of the magnitude of priority
debt, totaling more than 15% of total eligible assets, the
unsecured notes are considered materially disadvantaged.

"The low-speculative-grade ratings reflect Carriage's
still-significant financial burden in an industry that, while
fairly predictable, is subject to uncertainties," said Standard &
Poor's credit analyst David Peknay.

Houston, Texas-based Carriage grew rapidly through the 1990s to
become the fourth-largest cemetery and funeral home operator in
North America.  The company's expectations for industry growth
proved too optimistic, however, and as a result, its earnings and
financial profile suffered.  In the past few years, it has pruned
its marginal properties, selling 36 funeral homes, 12 cemeteries,
and other real estate, and its continuing operations now consist
of 137 funeral homes and 30 cemeteries.  Carriage is now more
focused on increasing its net revenues per funeral and improving
margins rather than aggressive expansion, as it was in the past.
Carriage will benefit in the medium term from the changes in its
operations, and in the long term from more normal death rates.
However, it is smaller than prominent peers Stewart Enterprises,
Inc., Service Corp. International, and Alderwoods Group, Inc., and
it has a weaker financial profile.  Thus, it has less insulation
against weak industry conditions and adverse competitive
developments.

The company continues to face challenging industry trends that
could impede its progress.  North America has been experiencing
death rates below historic levels, resulting in lower funeral
volumes and weaker-than-average cemetery and cemetery merchandise
sales.  Cremation services, which generate higher margins but less
revenue than funeral services, will continue to increase from
their current level of 31% of funeral service volume.  Price
competition among providers is also considerable (although
Carriage's revenue per funeral has increased as the company has
adjusted its pricing and mix of merchandise and services).  These
factors are only partially mitigated by the relatively favorable
long-term predictability of the funeral home and cemetery business
and by the company's backlog of contracted pre-need sales, which
should convert to revenue as services are rendered.


CATHOLIC CHURCH: CNA Wants to Stay Lifted in Spokane Case
---------------------------------------------------------
The Diocese of Spokane, by its own account, faces over 125 claims
by individuals who allege that they were sexually abused as
children by priests associated with the Diocese.  Spokane has
asserted defense and indemnity coverage claims for certain of the
sexual abuse claims under primary general liability insurance
policies allegedly issued to Spokane by CNA between 1976 and 1977
and between 1979 and 1989.  CNA consists of:

   (a) American Casualty Company of Reading,
   (b) Pennsylvania, Columbia Casualty Company,
   (c) Continental Insurance Company,
   (d) Pacific Insurance Company, and
   (e) The Glens Falls Insurance Company

With the exception of The Glens Falls Insurance Company, whose
policy specifically bars coverage for sexual abuse-related claims,
CNA has been funding Spokane's legal defense pursuant to a
reservation of rights and cost-sharing arrangement with certain of
Spokane's other alleged insurers.

Before the Petition Date, Spokane demanded that its insurers
settle many of the claims, waive coverage defenses, and accept
Spokane's position on all disputed matters.  CNA rejected the
unreasonable demands.

Many of the pending sexual abuse claims are related to alleged
abuse by Fr. Patrick O'Donnell.  The claimants allege that while a
Diocesan priest, Fr. O'Donnell molested children in the Diocese.
As early as his seminary years, Fr. O'Donnell informed his
superiors of his attraction to young boys.  According to
claimants, throughout the 1970s to mid-1980s, children, parents,
and fellow priests complained about Fr. O'Donnell's ongoing child
abuse.

Despite multiple reports indicating that Fr. O'Donnell was
unwilling or unable to control his compulsions to engage in sexual
activity with children, CNA complains that Spokane permitted and
even promoted Fr. O'Donnell's continued unsupervised access to
children.  It was only in 1986 after receiving numerous complaints
concerning Fr. O'Donnell's conduct that the Diocese notified Fr.
O'Donnell that he was no longer permitted to function as a priest
and that his priestly faculties had been removed.

                         Failed Mediation

From November 1 to 4, 2004, CNA attended a mediation of 28 claims
relating to alleged sexual abuse by Fr. O'Donnell.  Before the
mediation, CNA requested Spokane's chosen defense counsel to
provide it with claim-specific analyses of exposure to liability,
damages, and settlement values.  Spokane refused to supply the
requested information.  CNA also provided Spokane with a detailed
analysis of the coverage issues presented by the O'Donnell Claims
and offered to attempt to resolve the issues prior to mediation so
that the underlying claims could, if possible, be settled.
Spokane rejected CNA's offer to discuss a compromise.

Following mediation, Spokane failed to inform CNA of settlement
demands made by claimants.  As of January 3, 2005, Spokane has not
presented to CNA any demand to settle any of the O'Donnell Claims
or any other sex abuse claims for an amount within any CNA policy
limit.

To expedite the resolution of the insurance coverage disputes,
which, in turn, will narrow the issues before the U.S. Bankruptcy
Court in Spokane's Chapter 11 case, CNA, on November 22, 2004,
commenced a state court action by filing a complaint for
declaratory relief against Spokane, certain of its alleged
insurers, and certain claimants who alleged abuse during any of
CNA's alleged policy periods, styled as Pacific Insurance
Company, et al. v. Catholic Bishop of Spokane, et al., before the
Superior Court of the State of Washington in and for Spokane
County.  The Complaint includes a demand for a jury trial.

                  CNA Wants to Proceed with Suit

By this motion, CNA asks Judge Williams to lift the automatic stay
under Section 362(d)(1) of the Bankruptcy Code so it may continue
the Declaratory Judgment Action.

Charles R. Ekberg, Esq., at Lane Powell, PC, in Seattle,
Washington, asserts that lifting the automatic stay would promote
judicial economy.  Mr. Ekberg explains that the Spokane County
Superior Court is in the best position to hear and resolve the
coverage litigation in an economic manner and consistent with the
requirements and limitations of Article III and the Seventh
Amendment of the United States Constitution.

Mr. Ekberg notes that there is no reason to suspect that lifting
the stay to continue the State Court Action would harm Spokane or
other parties to the bankruptcy case.  To the contrary, the
Spokane County Superior Court would be able to resolve the
coverage litigation in an expeditious manner, which in turn would
facilitate Spokane's formulation of a Plan of Reorganization and
emergence from Chapter 11.  Delays in adjudicating the insurance
coverage disputes would result in unnecessary administrative
expenses that ultimately would be borne by the estate, abuse
claimants and other creditors.  In addition, the delays could be
expected to exacerbate feelings of frustration and mistrust that
are already prevalent in the case, and thereby pose additional
barriers to the good faith negotiations upon which the
reorganization depends.

Mr. Ekberg believes that the Bankruptcy Court would be required,
or at a minimum permitted, to abstain from deciding the insurance
coverage disputes between the parties.  Mr. Ekberg points out that
under Section 1334(c)(1), a federal district having jurisdiction
of an action related to a bankruptcy proceeding must abstain from
jurisdiction under these conditions:

     ". . . district court shall abstain from hearing [a]
     proceeding if an action is commenced, and can be timely
     adjudicated, in a State forum of appropriate jurisdiction."

Mandatory abstention, Mr. Ekberg reminds Judge Williams, applies
to insurance coverage disputes because these disputes:

    -- are based on state law;

    -- are related to Spokane's Chapter 11 case, but did not
       arise in or under the case;

    -- could not be commenced in federal court absent Section
       1334 jurisdiction;

    -- are already at issue before the Spokane County Superior
       Court; and

    -- can be timely adjudicated by the Spokane County Superior
       Court.

If the Bankruptcy Court determines that mandatory abstention does
not apply to the insurance coverage disputes, CNA asks Judge
Williams to find that permissive abstention is appropriate under
the circumstances.

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


CATHOLIC CHURCH: Spokane Wants to Hire Gordon Murray as Counsel
---------------------------------------------------------------
The Diocese of Spokane is the named insured on numerous historical
Comprehensive General Liability Insurance Policies underwritten by
various insurance companies.  Spokane has made claims with respect
to those policies as to underlying lawsuits, actions, and claims
by various plaintiffs for alleged negligent supervision by Spokane
of certain priests.  The various insurance companies have either
reserved rights or denied the claims.  There is a dispute between
Spokane and the insurance companies as the existence and extent of
insurance coverage.  One of the insurance companies, CNA, had
filed a state declaratory judgment action prior to the Petition
Date.

Against this backdrop, the Spokane Diocese seeks authority from
the U.S. Bankruptcy Court for the Eastern District of Washington
to employ Gordon Murray Tilden, LLP, as insurance coverage
counsel.

William S. Skylstad, Bishop of the Diocese of Spokane, explains
that Gordon Murray is experienced in all aspects of insurance
coverage advice and litigation.  Gordon Murray specializes in
civil trial litigation and, in particular, has extensive
experience throughout Washington as well as the rest of the
country in advising policyholders with respect to their rights
under insurance policies.  James R. Murray, as lead counsel, has
20 years experience advising policyholders in insurance coverage
litigation.

The firm's coverage practice ranges from large-scale litigation on
behalf of international corporate policyholders under complex
coverage lines, to advising individual insureds under disability,
property, auto and other policies.

Gordon Murray will advise the United States Trustee regarding the
Diocese's rights under its historical insurance liability policies
and will represent the Diocese in insurance coverage litigation
pending, or to be filed, with respect to some or all of Spokane's
insurance companies.

Spokane will compensate Gordon Murray for its services in
accordance with its hourly rates:

             Senior Partners      $300
             Partners             $275
             Associates           $165 to $190
             Legal Assistants     $105
             Legal Clerks          $55

Bishop Skylstad relates that since September 13, 2004, Gordon
Murray has served as coverage counsel to Spokane.  The scope of
the representation has included advice as to insurance coverage
under its historical liability policies and negotiations with the
insurance companies in an attempted resolution of underlying
claims against Spokane.  There are no actual or possible conflicts
at issue.  This is the only transaction participated in by Gordon
Murray with Spokane.  As of November 15, 2004, the total amount
billed to Spokane was $34,439.

Mr. Murray 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, and 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. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHEVYS INC: Real Mex Buys 126 Restaurants for $90 Million
---------------------------------------------------------
Real Mex Restaurants, Inc., the Long Beach-parent company of El
Torito Restaurants and Acapulco Mexican Restaurants, has formally
acquired 126 of Chevys Inc.'s Chevys Fresh Mex(R) Restaurants and
Fuzio Universal Pasta(R) for more than $90 million.  As a result
of the transaction, Real Mex is now the largest operator of full-
service, Mexican restaurants in the country.

Michael I. Gottfried, a lawyer for Chevys, told Bloomberg News
that from the sale proceeds, Chevys' secured creditors will be
paid 100 percent of what they are owed.  Unsecured creditors will
split $11 million, he said, or as much to 46 percent of what they
are owed.

Real Mex Restaurants has appointed Charles "Chuck" Rink as
president of Chevys Fresh Mex(R) Restaurants.  Mr. Rink brings
more than 20 years of operations experience, at Visions
Restaurants, Inc., Restaurant Enterprises Group and W.R. Grace, in
multiple segments of the restaurant industry to his new position.
Additionally, Mr. Rink will maintain his role as Real Mex
Restaurants' chief operating officer, a position he's held since
2002.

"This acquisition provides our customers the widest array of
Mexican food options in the United States, from the Fresh Mex(R)
experience of Chevys, to the authentic Mexican cuisine of El
Torito, and the casual California Mexican cuisine of our Acapulco
Mexican Restaurants," said Fred Wolfe, president and CEO of Real
Mex Restaurants.  "We welcome Chevys and Fuzio into our family of
restaurants and are excited to provide new growth and development
opportunities for our employees throughout the Real Mex
Restaurants organization."

Real Mex Restaurants will be retaining 100 percent of the field
organization, 31 corporate employees, and maintaining a Chevys'
Northern California office while adding 35 new positions in Long
Beach.

"Real Mex Restaurants is dedicated to the continued growth of the
Chevys brand and will continue to work with Chevys employees to
service its local communities," said Mr. Rink.  "Furthermore, the
franchise organization will continue to flourish under the
leadership of Nicholas Mayer, vice president franchise
operations."

With the acquisition, Real Mex Restaurants' combined systems sales
will exceed half a billion dollars, becoming the largest operator
of casual dining Mexican restaurants in the country.  "This is an
exciting time for our organization as we look forward to continued
growth in same store sales in our core El Torito and Acapulco
brands, opening 5 to 6 new units in 2005 and bringing Chevys into
the Real Mex Restaurants portfolio," said Mr. Wolfe.

Chevys Inc., which operates 69 company-owned Chevys Fresh Mex(R)
restaurants and 37 franchised restaurants located in 15 states,
along with five company-owned Fuzio Universal Pasta(R) Restaurants
and four franchised properties located in Northern California, has
been operating as a debtor in possession under Chapter 11 of the
U.S. Bankruptcy Code since October 2003.  The acquisition is part
of a plan of reorganization, and the properties will continue to
operate as Chevys Fresh Mex(R) Restaurants and Fuzio Universal
Pasta(R) Restaurants under the agreement.

                   About Real Mex Restaurants

Headquartered in Long Beach, Real Mex Restaurants --
http://www.eltorito.com/and http://www.acapulcorestaurants.com/
-- is one of the largest full-service, casual dining Mexican
restaurant chain operators in the United States, with 120
restaurants in California and six other states.  These include 69
El Torito Restaurants, 39 Acapulco Mexican Restaurants, six El
Torito Grill Restaurants and Las Brisas in Laguna Beach, along
with several regional restaurant concepts such as Who-Song &
Larry's, Casa Gallardo, El Paso Cantina, Keystone Grill and
GuadalaHARRY'S.  Real Mex Restaurants is committed to the highest
standards and is dedicated to serving the freshest Mexican food
with excellent service in a clean, comfortable and friendly
environment.

Headquartered in Emeryville, California, Chevys, Inc. --
http://www.chevys.com/-- operates and franchises more than 170
restaurants in about 20 states, mostly its flagship Chevys Fresh
Mex and Rio Bravo chains. The Company and its debtor-affiliates
filed for chapter 11 protection on Oct. 10, 2003 (Bankr. N.D. Cal.
Case No. 03-45879). Michael I. Gottfried, Esq., at McDermott,
Will and Emery, represents the Debtors in their restructuring
efforts.  The Bankruptcy Court confirmed the company's Plan of
Reorganization on Dec. 21, 2004.


CHIQUITA BRANDS: Completes Five-Year $150 Million Credit Facility
-----------------------------------------------------------------
Chiquita Brands International, Inc.'s (NYSE: CQB) main operating
subsidiary has successfully completed a new five-year $150 million
secured revolving credit facility, with Wells Fargo Bank as co-
lead arranger and administrative agent and Wachovia Securities as
co-lead arranger and syndication agent.  The credit facility may
be increased up to $200 million under certain conditions.  The
other members of the bank syndicate are:

   -- Rabobank International;
   -- Harris Nesbitt;
   -- LaSalle Bank, a subsidiary of ABN- AMRO;
   -- ING Bank; and
   -- Nordea Bank.

"This credit facility provides ample liquidity and flexibility to
successfully operate our business and deliver on our sustainable
growth strategy," said Jay Braukman, chief financial officer.
"Our banking partners, with their unique knowledge of our industry
and important franchises in Europe and the United States, have
recognized our very strong balance sheet and given Chiquita a vote
of confidence."

Proceeds from the loans available under the credit facility may be
used for working capital, capital expenditures and other general
purposes, including acquisitions.  The interest rate is based on
prevailing U.S. or LIBOR market rates.  The initial interest rate
will be LIBOR plus 1.50%, which may be adjusted based on future
debt levels of the operating subsidiary.  The loan is secured by
liens on substantially all of the tangible and intangible assets
of the borrower and its U.S. subsidiaries and by pledges of stock
of the borrower and certain of its subsidiaries.

No revolving loan borrowings have been made to date; however,
approximately $8 million of previously issued letters of credit
are now deemed to be issued under the credit facility.

                        About the Company

Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality bananas and other fresh
produce, which are sold under the premium Chiquita(R) brand.  The
company is one of the largest banana producers in the world and a
major supplier of bananas in Europe and North America.  The
company also distributes and markets fresh-cut fruit and other
branded, value-added fruit products.  Additional information is
available at http://www.chiquita.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Moody's Investors Service assigned a B2 rating to the prospective
senior unsecured note issue of Chiquita Brands International,
Inc., and affirmed Chiquita's B1 senior implied rating.  The
outlook is stable.


CITY OF RICHMOND: Moody's Upgrades Bonds Ratings from Ba3 to Baa3
-----------------------------------------------------------------
Moody's has upgraded the Issuer Rating (implied general
obligation) of the City of Richmond, California to Baa2 from Ba3.
At this time Moody's has also upgraded the city's Limited
Obligation Pension Bonds, Series 1999 to Baa3 from Ba3 and the
Affordable Housing Agency Subordinate Multifamily Housing Revenue
Bonds (Westridge at Hilltop Apartments) 2003 Series A-S to Ba1
from Ba3.  The upgrades primarily reflect the city's improving
liquidity and financial position and reduced uncertainty regarding
financial operations and fiscal oversight.

The City of Richmond's fiscal 2004 operations generated a modest
$1.2 million surplus and significantly improved liquidity.  This
was in stark contrast to the prior fiscal year, during which
operations resulted in a $14.4 million general fund operating
deficit (after transfers) and a narrow and somewhat uncertain
liquidity position.  The fiscal 2004 surplus was largely driven by
revenue growth from a voter approved increase in the city's
utility user's tax (from 8% to 10%) and significant expenditure
reductions from three rounds of layoffs in late fiscal 2003 and
2004 (totaling 300 budgeted positions; 200 employees).  Other
notable budgetary actions included the closing of fire stations,
and the elimination of 13 firefighter and 15 police positions.  As
a result, the city's fiscal 2004 unaudited financial statements
indicate a total general fund balance of $33.7 million (or 33.5%
of general fund revenues) and an unreserved fund balance of
negative 3.3% of general fund revenues.  Though the unreserved
fund balance remained negative at fiscal year end, the city's cash
position improved markedly, to $12.7 million (12.6% of general
fund revenues) from negative $4.4 million (-4.8% of general fund
revenues) the prior year.

Officials continue to take a variety of budgetary and
organizational actions in the current fiscal year, which should
solidify the past year's fiscal turnaround.  The Interim City
Manager (a former Contra Costa County Administrator) provided the
council's finance committee with a 390 page report which included
170 recommendations including monthly departmental reports, a
line-item council budget, 6 new positions in the department of
finance including an accounts receivable department and an
independent audit function.  The recommendations were approved by
the council on September 14, 2004.  On November 18, 2004 the
reorganization of the finance department was also approved by
council.  The reorganization included the dismissal of a high
level manager in the department and the removal of the audit
function from finance and its transformation into an independent
department, which reports to council.  An advisory committee for
internal audit also reports to council.  Additionally, new finance
staff will be added to the cash management, accounting, general
ledger, and accounts receivable functions.  City departments have
been directed to share more responsibility for financial oversight
and will be required to prepare monthly status reports to be
presented to council.  A proposal for salary reductions (9% for
public safety, 8% for miscellaneous employees), which has been
approved by 5 of the 6 unions, was approved by the city council.

On November 2, 2004, city voters approved a half-cent sales tax
increase expected to generate approximately $6 million annually in
additional revenue to fund a range of services, including police
and fire protection.  Collection of the tax increase begins in
April 2005.  This revenue has not been factored into budget
projections.  Officials also took action to have the general fund
repaid by the city's redevelopment agency and port enterprise in
the amounts of $5.1 million in 2004 and $6.4 million in 2005.

The city had initially expected to issue TRANs during fiscal 2005,
with state legislation passed to allow Contra Costa County to make
payments directly to the trustee from the city's share of county
property tax collections.  According to officials, the need for
this cash flow borrowing seems to have subsided, which we view as
further evidence of an improved overall cash position at the city.

                  Direct Debt Burden is Modest

The city's direct debt burden, adjusted for self-supporting debt,
is modest at 0.4%.  The city's direct debt is composed primarily
of general fund leases (some of which are supported by revenues
outside of the general fund) and the pension tax over-ride bonds.
After adjusting for self-supporting debt, the city's net lease and
general fund obligation burden is manageable at 4.7% of unaudited
fiscal 2004 general fund revenues.

Although the pension bonds are secured by the city's pension tax
over-ride, clarity on debt service coverage levels had been
lacking.  At the time of the assignment of the initial rating to
the pension bonds, it was anticipated that debt service coverage
would exceed 2.0 times after 2001 and increase each year
thereafter assuming the city's pension tax override was levied at
the rate of 0.14% of the assessed value.  Recent data provided to
Moody's by the city indicates that debt service coverage averaged
2.4 times over the last four years and that peak debt service
coverage by fiscal 2004 pledged revenues is 3.0 times. The  city
is in the preliminary stages of planning an issuance of standard,
limited tax pension bonds in the spring of 2005 to finance its
unfunded PERs liability.  The magnitude of this borrowing is
pending an updated valuation of the city's actuarial unfunded
liability.  Moody's expects to conduct a further review of the
city's ratings prior to the issuance of the pension bonds.

The Affordable Housing Agency Subordinate Multifamily Housing
Revenue Bonds (Westridge at Hilltop Apartments) are secured by
subordinate pledge of housing project revenues, and in the event
that project revenues are insufficient to cover debt service on
bonds, are additionally secured by annual lease payments to be
made by the City of Richmond.  The obligation of the city is
structured as a standard, abatable general fund lease.  While the
lease payments are limited to $1 million annually, Moody's notes
that this amount exceeds peak debt service requirements on the
subordinate bonds, which is projected at about $904,000, and that
projected project revenues provide approximately 1.4 times
coverage on senior lien debt service.  Given the city's improved
liquidity levels, Moody's believes the city's pledge of lease
payments provides satisfactory security.

Key Statistics

Current estimated population: 101,400

1999 per capita income:       $19,788 (87.1% of state)

2004 full valuation:          $8.6 billion

Full value per capita:        $84,980

Direct debt burden:           0.4%

Overall debt burden:          3.2%

Net peak lease payment as
a % of fiscal 2004 general
fund revenues:                 4.7%

FY04 general fund balance:     $33.7 million (33.5% of general
                               fund revenues)

FY04 available general fund
balance:                       -$3.3 million (-3.3% of general
                               fund revenues)

FY04 net cash:                 $12.7 million (12.6% of general
                               fund revenues)


COLORADO EDUCATIONAL: Moody's Pares Revenue Bond Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service has removed the Baa3 rating for the
Colorado Educational and Cultural Facilities Authority Charter
School Revenue Bonds (Bromley East Charter School Project),
Colorado Series 2000A and Series 2000B from Watchlist and lowered
the outstanding rating to Ba1 from Baa3.

The downgrade, which affects approximately $11.7 million in
outstanding revenue obligations, reflects uneven enrollment growth
with shortfalls and declines in student population levels that are
likely to weaken debt service coverage levels and impair the
school's ability to accumulate adequate reserve levels.  The
downgrade also incorporates the school's uneven financial
performance resulting from an earlier dispute with the Adams &
Weld County School District 27J (Brighton) over funding levels and
state aid pass-through amounts, the failure to fully reduce
staffing levels to offset declines in enrollment, and operating
weaknesses in some of the schools' programs including food
service.

The revenue bonds are secured by annual appropriations made from
charter school revenues (primarily comprised of state aid) that
are paid directly to the trustee from Brighton School District
(rated A2 by Moody's.)  The Ba1 rating, while incorporating
expectations for improved financial results in fiscal 2005 and
continued, though slowed, population growth in the surrounding
community that should support enrollment demand, reflects the
heightened volatility in enrollment levels and financial results
that are inconsistent with an investment grade rating.  The rating
also reflects Moody's expectation that combined enrollment between
the two schools, while recovering from losses in the fall of 2003,
remains unlikely to reach initial forecasts in excess of 1,000
students over the near term.  Legal provisions that include a
pledge of revenues from both the financed school, Bromley East,
and a second school, Brighton charter; the two schools' charters
that extend until maturity of the bonds in 2030; the preclusion of
any additional parity obligations; a one-year debt service reserve
and the pledge of the financed asset remain satisfactory.

While the number of students at Bromley East appears to have
recovered somewhat in the fall of 2004, enrollment growth at the
two charter schools remains uneven.  The opening of a new K-8
elementary school within the Brighton school district contributed
to a decline in enrollment in the fall of 2003.  Significantly,
overall enrollment between Bromley East, the elementary school,
and Brighton High School fell from 927 in the fall of 2002 to 860
in 2003, falling sharply below a projected enrollment in excess of
1,000, and an estimated breakeven figure for average annual debt
service of 950 students.  Enrollment at Bromley East did improve
to 700 students in the fall of 2004.  While increasing from 647 in
the fall of 2003, this figure remains below initial projections of
760, and Moody's does not expect the school to consistently hit
this target over the near term.  Moreover, enrollment at Brighton
High School continues to slip, with fall 2004 enrollment of
209 edging downward from 213 in the fall of 2003, reflecting
limitations on the competitiveness of that school.  Combined
enrollment between the two schools of 909 in the fall of 2004,
while improving from 860 in the fall of 2003, falls short of both
an estimated breakeven level of 950 students to support average
annual debt service and an initial projected enrollment in excess
of 1,000, a level that Moody's believes is critical in supporting
comfortable debt service coverage margins of around 1.25x.

Positively, population within the underlying school district,
which encompasses the City of Brighton (general obligation rated
A2) as well as Thornton (general obligation rated Aa3) and
Commerce City, continues to grow, although at a somewhat slowed
pace reflecting continued stagnation in the statewide economy.
The charter schools, however, face continued challenges in
attracting an expanding number of these students, as the district
adds additional neighborhoods schools and as new charter schools
also enter the market.  Competition from the newly opened
elementary school and the limitations of the high school's
physical plant, which is located in a former county jail facility,
continue to present major challenges in the charter schools'
efforts to increase enrollment to the projected levels necessary
to provide satisfactory coverage of debt service obligations.

School officials report that continued housing developing in the
surrounding communities should help support future enrollment
growth.  Nevertheless, the potential for ongoing shortfalls in
student population levels may impede the school's ability to meet
debt service obligations, which will escalate from $815,000 in
fiscal 2002 to an average of $1.1 million beginning in fiscal
2005.  Sustained enrollment growth that meets earlier expectations
and provides satisfactory debt service coverage remain central to
sustaining the school's rating level.

Financial results for both schools remained generally stable in
fiscal 2003, although operating deficits at both schools in fiscal
2004 reflect both enrollment declines and the failure to
adequately adjust staffing levels, especially at Brighton High
School, to reflect student shortfalls.  In fiscal 2003, an
operating surplus of close in excess of $167,000 at Bromley
increased the ending General Fund balance to close to $363,000, or
9.4% of revenues.  While audited results are not yet available,
this figure is expected to decline to $336,554 in fiscal 2004,
despite the receipt of one-time revenues of approximately $157,000
reflecting a retroactive payment covering three fiscal years (2001
- 2003) from the school district following settlement of a dispute
involving pass-through of state aid amounts.  Importantly, the
school reportedly continues to meet both its required TABOR
reserve as outlined in its lease agreement as well as an annual
$50,000 mandatory deposit to a repair and replacement reserve.

In fiscal 2003, Brighton demonstrated essentially breakeven
results, with an ending General Fund balance of close to $87,000
(7.5%), although results are expected to weaken considerably in
fiscal 2004, with yearend reserves dropping to $19,000 despite
one-time settlement revenues of $106,000.  Significantly, the
sizeable operating deficit resulted in large part from the
school's decision not to reduce staff following its failure to
implement a number of specialized programs, including part-time
and continuing education programs, that were hoped to increase
student enrollment levels.  The Ba1 rating in part reflects the
failure to consistently pass and amend budgets reflecting balanced
operations at both of the schools.  Operating deficits in both of
the schools' food programs of $50,000 at Bromley and $12,000 at
Brighton reportedly also contributed to the weakened financial
results, but officials state that these weaknesses have been
corrected.

Positively, operating surpluses are expected at both schools in
fiscal 2005 in part due to one-time enrollment adjustment payments
of $63,000 at Brighton and $93,000 at Bromley.  State building aid
funding has also increased from $150 to $171 per student,
providing additional operating flexibility.  In fiscal 2005,
officials project an operating surplus of $50,000 at Bromley and
$70,000 at Brighton.  While positive, these operating surpluses
effectively restore ending reserve levels to their position at the
end of fiscal 2003, and the volatility in ending results is
inconsistent with the school's prior investment grade rating.

In fiscal 2003, Bromley's net operating revenues provided
1.18 times coverage of debt service equal to $914,000 with merely
sum-sufficient coverage (1.0 times) of average annual debt service
of roughly $1.1 million, beginning in the coming fiscal year,
fiscal 2005.  Coverage of debt service by net revenues declined in
fiscal 2003 from 1.24 times the prior year.  These extremely
narrow coverage levels highlight the school's need to maintain
enrollment growth over the next two years to meet these
obligations.

While net operating revenues from Brighton High School are also
pledged for debt service, recent operating results reflect
negligible credit enhancement.  The school continues to explore
other capital funding that may be available under state law.
Moody's does not expect, however, that the school is likely to
move from its present facilities over the near term.  Resumed
enrollment growth that more closely matches forecasted levels and
provides adequate debt service coverage, along with ending reserve
levels sufficient to offset the greater risks and operating
variability faced by the schools will represent critical
considerations in Moody's future evaluations of credit quality.

Key Statistics

Fall 2004 Enrollment (Brighton):      209 (213 fall 2003)

Fall 2004 Enrollment (Bromley):       700 (647 fall of 2003)

FY03 General Fund balance (Bromley):  $362,865 (9.4%)

FY 04 Unaudited General Fund balance
(Bromley):                            $336,554

FY03 General Fund balance (Brighton): $86,962 (7.5%)

FY04 Unaudited General Fund balance
(Brighton):                           $19,000

FY03 Debt service coverage:           1.18 times

Coverage of average debt service by
fiscal 2003 net operating revenues:   1.0


CURATIVE HEALTH: Executives May Sell Shares to Repay Loans
----------------------------------------------------------
Curative Health Services, Inc., (Nasdaq: CURE), reported that
certain of its executive officers and directors may sell some of
their shares of Curative common stock in the near future in order
to fund the repayment of loans owed to the Company.  These loans
were made in the first quarter of 2002 to encourage equity
ownership by the Board and management by facilitating the exercise
of stock options held by these officers and directors.  These
loans come due at various times during the first quarter of 2005.
The Sarbanes-Oxley Act of 2002 does not permit loans previously
issued to executive officers and Directors of the Company to be
amended or modified.

                 About Curative Health Services

Curative Health Services, Inc. -- http://www.curative.com/--  
seeks to deliver high-quality care and clinical results for
patients with serious or chronic medical conditions.

The Specialty Infusion business, through its national footprint of
Critical Care Systems' local pharmacy branches, provides products,
related clinical services and disease management support to
patients with chronic or severe conditions such as hemophilia and
other bleeding disorders, chronic or severe infections,
gastrointestinal illnesses that prohibit oral digestion and other
severe conditions requiring nutritional support, immune system
disorders, cancer and susceptibility to respiratory syncytial
virus.

The Wound Care Management business is a leader in the area of
disease management specializing in chronic wound care management.
The Wound Care Management business manages, on behalf of hospital
clients, a nationwide network of Wound Care Center(R) programs
that offer a comprehensive range of services for treatment of
chronic wounds.

In August 2004, Standard & Poor's Ratings Services revised its
outlook on Curative Health to negative from stable.  At the
same time, S&P affirmed its 'B' corporate credit rating and its
'B-' senior unsecured debt rating on the company's $185 million of
10-3/4% senior unsecured notes due May 1, 2011.  Moody's Investors
Service rated those notes at B3 in on April 6, 2004.  Bloomberg
bond pricing data shows those notes currently trade in the high
80s.


DEL LABORATORIES: S&P Junks Proposed $150M Senior Sub. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Del Laboratories Inc.

In addition, a 'B' rating and a '2' recovery rating were assigned
to Del's planned $260 million bank facility, indicating Standard &
Poor's expectation of substantial recovery of principal (80%-100%)
in the event of a default.  A 'CCC+' rating was also assigned to
Del's planned $150 million senior subordinated note offering due
2012. The outlook is positive.  Kelso & Co. will use proceeds from
these offerings and $138 million of equity to finance the
acquisition of the company for $504 million.

The ratings reflect Uniondale, New York-based Del's high leverage
as a result of the Kelso acquisition.  Additionally, despite the
leading consumer brands in both nail care and oral analgesic, the
company has a narrow product focus and limited geographic
diversity.  These concerns are exacerbated by the company's
operating difficulties in 2004 relating to production start-up
problems in its Rocky Point, North Carolina manufacturing
facility.

"While Del will have a highly leveraged capital structure as a
result of planned acquisition by Kelso, the company has
implemented cost savings initiatives that, if successful, could
significantly reduce leverage over the near term.  If the company
is able to achieve these cost savings and maintain operating
stability, a higher rating could be considered over the
intermediate term," said Standard & Poor's credit analyst Patrick
Jeffrey.


E*TRADE ABS: Moody's Rates Preference Shares & Composites at Ba1
----------------------------------------------------------------
Moody's Investors Service announced today that it had assigned
ratings to five classes of notes issued by E*Trade ABS CDO III,
Ltd. Moody's assigned these ratings:

   * Aaa to the U.S.$201,000,000 Class A-1 First Priority Senior
     Secured Floating Rate Notes Due 2025,

   * Aaa to the U.S.$37,750,000 Class A-2 Second Priority Senior
     Secured Floating Rate Notes Due 2040,

   * Aa2 to the U.S.$37,900,000 Class B Third Priority Senior
     Secured Floating Rate Notes Due 2040,

   * Baa2 to the U.S.$13,250,000 Class C Fourth Priority Mezzanine
     Secured Floating Rate Notes Due 2040

   * Ba1 to the U.S. $12,900,000 Preference Shares.

Moody's Investors Service also assigned Baa2 to the
U.S.$14,600,000 Series I 2% Composite Securities Due 2040, and Ba1
to the U.S.$5,000,000 Series II Composite Securities Due 2040.

E*Trade Global Asset Management will serve as the Investment
Advisor for this transaction.

Moody's ratings on the Notes address the ultimate cash receipt of
all required interest and principal payments as provided by the
governing documents, and is based on the expected loss posed to
the noteholders relative to the promise of receiving the present
value of such payments.

The rating on the Preference Shares addresses the ultimate receipt
of principal only, and is based on the expected loss posed to
holders of the Preference Shares relative to the promise of
receiving the present value of such payment.  The rating does not
address any other payments that may be receivable by the holders
of the Preference Shares.

Moody's rating on the Series I Composite Securities addresses the
ultimate cash receipt of principal as well as the receipt of
interest at a coupon rate of 2% per annum, and is based on the
expected loss posed to the holders of the Series I Composite
Securities relative to the promise of receiving the present value
of such payments.

Moody's rating on the Series II Composite Securities addresses the
ultimate cash receipt of principal as well as the receipt of
interest at a coupon rate of LIBOR flat, and is based on the
expected loss posed to the holders of the Series II Composite
Securities relative to the promise of receiving the present value
of such payments.


ELIZABETH U STOR: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elizabeth U Stor LLC
        PO Box 790
        Breckenridge, Colorado 80424

Bankruptcy Case No.: 05-10504

Chapter 11 Petition Date: January 11, 2005

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Nancy D. Miller, Esq.
                  Kennedy, Christopher, Childs & Fogg, P.C.
                  1050 17th Street, Suite 2500
                  Denver, Colorado 80265
                  Tel: (303) 825-2700

Total Assets: $1,203,100

Total Debts:  $1,323,330

Debtor's 8 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Lotus Ltd.                       Value of Security:     $272,272
2360 South Quebec Street         $1,200,000
Suite 305
Denver, Colorado 80231

Elbert County Treasurer                                  $19,740
PO Box 67
Kiowa, Colorado 80117

Safeway Stores 46, Inc.          Trade Debt               $3,300
6900 South Yosemite Street
Englewood, Colorado 80112

Parker Sprinkler Company         Trade Debt                 $370

L.P.M.C.                         Trade Debt                 $105

Waste Management                 Trade Debt                  $54

Sentinel Systems Corporation     Trade Debt                  $13

Aquila                           Trade Debt                   $4


EMSC LP: S&P Rates Affiliates' Proposed $100M Sr. Sec. Debt at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to EMSC LP, the parent company of ambulance
transport services provider AMR Holdings and physician staffing
services provider EmCare Holdings.  Financial sponsor Onex
Partners LP is acquiring AMR and EmCare for $836 million.  After
the transaction, Onex will own 98% of EMSC, and the management
team will own 2%.

Standard & Poor's has also assigned its 'B+' senior secured debt
rating and '2' recovery rating to AMR Holdings and EmCare
Holdings' proposed co-issue of a $100 million senior secured
revolving credit facility maturing in 2011 and a $350 million
senior secured term loan B maturing in 2012.  Standard & Poor's
also assigned its 'B-' subordinated debt rating to AMR Holdings
and EmCare Holdings' proposed co-issue of $250 million in senior
subordinated notes maturing in 2015.

The company is expected to use the proceeds from the $350 million
term loan and the $250 million of senior subordinated notes for
the Onex acquisition, along with $17 million of revolving credit
borrowings and $219 million of equity.

Pro forma for the transaction, AMR and EmCare will have
approximately $616 million of total debt outstanding.

The outlook on EMSC is stable.

"The low-speculative-grade ratings reflect EMSC's heavy exposure
to reimbursement changes, its relatively thin operating margins,
the rising malpractice costs associated with its EmCare business,
its high levels of bad debts, and its aggressive use of debt,"
said Standard & Poor's credit analyst Jesse Juliano.  "These
concerns are only partially offset by the revenue diversity of the
two different businesses, EMSC's leading or near-leading positions
in both of its industries, its relatively diverse payor and
contract mix, and the improvements in its operations under current
management."

Greenwood Village, Colorado-based American Medical Response, Inc.,
the operating company of AMR Holdings, mainly provides emergency
and non-emergency ambulance transports, and has more than 2,400
contracts in 34 states.  Dallas, Texas-based EmCare, Inc., the
operating company of EmCare Holdings, predominantly provides
emergency department physician staffing, and has more than 300
contracts in 39 states.  AMR's revenues are more than $1 billion
and EmCare's revenues more than $550 million on a trailing 12-
months basis, net of doubtful accounts.

EMSC receives approximately one-third of its total net revenue
from Medicare and Medicaid reimbursement.  Nearly 40% of the
company's AMR revenue comes from Medicare and Medicaid, with
Medicare contributing the most.  This is a concern, given the
historically difficult government reimbursement environment for
ambulatory services and EMSC's thin operating margins.

However, AMR derives its other revenues from commercial payors,
managed-care companies, self-pay patients, and hospital subsidies.
Payment trends from these sources have recently been more
favorable than those of government sources, though it is uncertain
whether this will continue.  EmCare receives only 17% of its
revenue from Medicare, and will benefit from a 1.5% increase in
physician services reimbursement through 2005.


ENRON CORP: Court Approves Pasadena Settlement Agreement
--------------------------------------------------------
Enron Corporation and its debtor-affiliates and the City of
Pasadena were parties to one or more prepetition contracts for the
sale of natural gas and power.  As credit support for certain of
the Contracts, Enron Corp. issued a Guarantee Agreement.

After discussions between the Debtors and the City, the parties
negotiated a Settlement Agreement under which:

    (1) the City will pay the Debtors payments due under the
        Contracts;

    (2) the Debtors and the City will exchange a mutual release of
        claims related to the Contracts; and

    (3) to the extent not already cancelled, the Guaranty will be
        cancelled.

The Settlement Agreement further contemplates that the claims
filed by or on behalf of the City against the Debtors in
connection with the Contracts and the Guaranty, will be
irrevocably withdrawn with prejudice and, to the extent
applicable, expunged and disallowed in their entirety.  Among the
claims are:

    Claim No.    Debtor Entity                      Claim Amount
    ---------    -------------                      ------------
       5769      Enron Energy Marketing Corp.            $14,337
      24751      Enron Corp.                           7,564,173
      24752      Enron Power Marketing, Inc.           7,564,173
      24753      Enron Energy Marketing Corp.          7,564,173
      24754      Enron North America Corp.             7,564,173
      24767      Enron Energy Marketing Corp.          7,564,173
      24768      Enron North America Corp.             7,564,173
      24769      Enron Power Marketing, Inc.           7,564,173
      24770      Enron Corp.                           7,564,173

The scheduled liability related to the City will be deemed
irrevocably withdrawn with prejudice and, to the extent
applicable, expunged and disallowed.

According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, LLP, in New York, the Settlement Agreement will clearly
benefit the Debtors and their creditors, as it will:

      (a) result in a payment to the estate, which will adequately
          compensate for the value of the Contracts;

      (b) avoid future disputes and litigation concerning the
          Contracts and the Guaranty since the parties have agreed
          to release one another from claims; and

      (c) allow the Debtors to capture the value of the Contracts
          for their estate, while avoiding the costs associated
          with possible future litigation.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained the Court's approval
of the Settlement Agreement.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. Martin J. Bienenstock, Esq., and Brian
S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.


ESI TRACTEBEL: S&P Affirms BB Rating on $194M Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' rating on
ESI Tractebel Funding Corp.'s -- ETFC -- $301 million senior
secured notes and its 'BB' rating on ESI Tractebel Acquisition
Corp.'s -- ETAC -- $194 million senior secured notes.  The outlook
is stable.

The affirmation is in response to the proposed restructuring of
the power purchase agreements -- PPA -- with NSTAR subsidiaries,
Boston Edison Co. (A/Stable/A-1) and Commonwealth Electric Co.
(A/Stable/--).  In order to close on the contract restructuring,
the bond ratings on the ETAC debt must be affirmed.

Under the existing contract terms, revenues from the NSTAR
subsidiaries represent about half of the project's revenue stream
and less than half of the cash available for debt service.

"The projects' strong operating record and contract-based cash
flows should enable ETAC to provide stable debt service coverage
over the next several years," said Standard & Poor's credit
analyst Jeffrey Wolinsky.  "However, Standard & Poor's is
concerned about the long gas position and potential volatility
caused by the restructured NSTAR contracts."

Standard & Poor's also said that competitive pressures could push
utilities to reduce high purchased power costs, especially in the
context of ongoing state electricity sector restructuring plans.

However, ETAC strongly believes, and Standard & Poor's concurs,
that there is no legal basis upon which it can be forced to
renegotiate its contracts, especially in light of favorable
stranded cost recovery provisions within current deregulation
legislation.


ESI TRACTEBEL: Moody's Affirms Ba1 Rating on Senior Sec. Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the 7.99%
senior secured bonds due 2011 for ESI Tractebel Acquisition
Corporation.  The rating outlook is stable.

The rating affirmation takes into account the proposed
restructuring of four long-term power purchase agreements -- PPA
-- between two utility subsidiaries of NSTAR (A2 senior unsecured)
and Northeast Energy Associates -- NEA -- and a proposed
termination of an additional PPA with Montaup Electric Company.
NEA is a natural gas-fired combined-cycle cogeneration facility
located in Bellingham, Massachusetts and owned equally by
subsidiaries of FPL Group, Inc., and Tractebel S.A.

Historically, NEA has produced approximately 45% of Acquisition
Corp.'s cash flow, and the four NSTAR contracts are critical
sources for bondholder repayment.  Termination of the Montaup
contract has no material impact on NEA's cash flow.  The remaining
cash flows are derived from North Jersey Energy Associates --
NJEA, a similarly configured generating station located in
Sayreville, New Jersey that supplies power under a contractual
arrangement with Jersey Central Power & Light (JCP&L: Baa2 issuer
rating).

The proposed restructuring would now allow NEA the option to
deliver power that it purchases in the open market to meet its
supply obligations to its two utility counterparts, Boston Edison
Company (BECO: A1 senior unsecured) and Commonwealth Electric
Company -- COM.  Additionally, BECO and COM's payment structure
would be revised from largely a fixed price formula to one that
includes market value for products (energy and capacity) and
monthly fixed support payments totaling approximately one billion
dollars (nominal) through 2016.  The fixed support payments are
front end loaded, thereby providing adequate cash flow during the
tenor of the Acquisition Corp. bonds.

The proposed restructuring would significantly reduce NEA's
operating risk and provide for more stable and predictable cash
flows by converting existing PPA payments into fixed payments.

NJEA's PPA with JCP&L was restructured in January 2004 to provide
the generating station the option to deliver power that it
purchases to meet its contractual supply obligations.  This
restructuring has provided NJEA an opportunity to improve
operating margins as current wholesale power prices are lower than
NJEA's production costs.

Moody's rating affirmation is based on the high probability that
the proposed amendment will result in improved operating margins
and cash flows.  Moody's, however, has analyzed an unlikely stress
scenario whereby margins are negatively impacted by the proposed
amendment.  Acquisition Corp.'s financial performance in this
scenario remains reflective of the current rating.

Acquisition Corp.'s Ba1 senior secured rating reflects the
fundamental strengths of NEA and NJEA, whose residual cash flows
are used to repay bondholders.  Each remains well structured and
feature long-term power purchase agreements with creditworthy
utilities.  Operating risk will have been largely mitigated.  The
rating however also reflects structural subordination to
approximately $324 million of existing rated senior secured debt
(ESI Tractebel Funding Corp.: Baa2 senior secured) and limited
portfolio diversification.

Bondholders benefit from a six-month debt service reserve account
that is guaranteed by a subsidiary of FPL Group, Inc.

ESI Tractebel Acquisition Corp. is a special purpose holding
company located in North Palm Beach, Florida, owned equally by
subsidiaries of FPL Group, Inc., and Tractebel S.A.


FAIRFAX FINL: French Unit Buys Markel Subsidiary for EUR44 Million
------------------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV)(NYSE:FFH) reported
that its French subsidiary, Compagnie Transcontinentale de
Reassurance Holding -- CTRH, purchased Compagnie de Reassurance
d'Ile-de-France -- Corifrance, a French reinsurance subsidiary of
Markel Corporation, which was placed into runoff in November,
2004, and its French holding company Terra Nova SAS -- TN SAS.

Corifrance and TN SAS had consolidated total assets of
EUR 137 million, on a pro forma US GAAP basis as at
Sept. 30, 2004.  Before being placed into runoff by Markel,
Corifrance wrote a small diversified mix of reinsurance business
on a worldwide basis, including property, aviation, marine and
credit. Corifrance had net written premiums, on a pro forma US
GAAP basis, of EUR 21 million in 2003.

The purchase price was EUR 44 million, which was determined on the
basis of a discount to book value.  As part of the consideration
for the purchase, CTRH received a reserve indemnity capped at the
purchase price.  As at September 30, 2004, Corifrance had gross
claims reserves of EUR 38 million.

Payment is scheduled to occur upon the earlier of the dissolution
and merger of Corifrance into an affiliate of CTRH or
April 7, 2005.  Subject to regulatory approvals, Fairfax intends
to merge Corifrance into its European runoff subsidiary,
Riverstone Insurance UK.

Fairfax Financial Holdings Limited is a financial services holding
company, which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

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

   * Crum & Forster Holdings Corp.

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

   * TIG Holdings, Inc.

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

   * Members of the Fairfax Primary Insurance Group

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

   * Members of the Odyssey Re Group

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

   * Members of the Northbridge Financial Insurance Group

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

   * Members of the TIG Insurance Group

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

   * Ranger Insurance Co.

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

The members of the Fairfax Primary Insurance Group include:

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

The members of the Odyssey Re Group are:

   * Odyssey America Reinsurance Corp.
   * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

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

The members of the TIG Insurance Group are:

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


FLYI INC: S&P Downgrades Corporate Credit Rating to CC from CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on FLYi,
Inc., including lowering the corporate credit rating to 'CC' from
'CCC-', and placed all ratings on CreditWatch with negative
implications.  The airline announced that it has reached an
agreement with General Electric Capital Aviation Services (GECAS,
a unit of General Electric Capital Corp., AAA/Stable/A-1+) to
restructure aircraft leases and return some leased regional jets
early.  The agreement also provides for a secured $19.5 million
five-year term loan, contingent on the lease restructurings and on
other lenders and lessors agreeing to restructure their
obligations.  Dulles, Virginia-based FLYi has about $1.3 billion
of lease-adjusted debt.

"The planned lease and loan restructurings, though they may avert
a bankruptcy filing by FLYi, would still very likely be considered
a default by Standard & Poor's, resulting in lowering the
corporate credit rating to 'D'," said Standard & Poor's credit
analyst Philip Baggaley.  The company has reported heavy losses in
recent quarters, including a third-quarter 2004 loss of
$83 million on revenues of $120 million.  As a result, the
company's unrestricted cash and short-term investments declined
significantly, to $198 million at Sept. 30, 2004, from
$345 million at June 30, 2004.  The company has indicated it
expects to lose a similar amount in the fourth quarter of 2004.

In June 2004, FLYi began operating as Independence Air, a low-fare
airline based at Washington Dulles Airport.  It subsequently
terminated its relationships with United Air Lines, Inc., and
Delta Air Lines, Inc., in which it served as a regional feeder
partner.  Since FLYi began operating independently, it has
suffered from weak load factors and has been hurt by the
industrywide fare competition and high fuel prices.  Standard &
Poor's will evaluate the rating implications of FLYi's
restructuring plan and its prospects for avoiding bankruptcy to
resolve the CreditWatch review.


FORD CREDIT: S&P Places BB Ratings on $90M Class D Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2005-A's $4.59 billion
asset-backed notes and certificates series 2005-A.

The preliminary ratings are based on information as of
Jan. 11, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   (1) credit support including subordination of 7.0% for class A,
       4.0% for class B, and 2.0% for class C; and

   (2) a nonamortizing, fully funded reserve account equal to
       0.50% of the initial gross principal balance.

The payment structure also features a turbo mechanism through
which excess spread after covering losses and building up the
reserve fund to its required level will be used to pay the
securities until the requisite overcollateralization is reached.

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

                  Preliminary Ratings Assigned
              Ford Credit Auto Owner Trust 2005-A

              Class      Rating    Amount (mil. $)
              -----      ------    ---------------
              A-1        A-1+              723.000
              A-2        AAA             1,549.000
              A-3        AAA             1,383.000
              A-4        AAA               620.000
              B          A                 135.000
              C          BBB                90.000
              D          BB                 90.000


FRIEDMAN'S INC: May File for Bankruptcy Due to Cash Shortage
------------------------------------------------------------
Friedman's Inc.'s (OTC non-BB: FRDM.PK) senior lenders have
limited funding to a discretionary basis under the Company's
senior credit facility.  As a result of this discretionary
funding, the Company has not been able to satisfy all of its cash
requirements.  Earlier this month Friedman's had disclosed that it
was not meeting various covenants under its credit facility.
Friedman's continues to be in discussions with its senior lenders
regarding its funding needs and amendments to the credit facility.
Friedman's is currently conducting a review of various strategic
alternatives available to the Company, including seeking judicial
relief in a chapter 11 reorganization.

                        About the Company

Founded in 1920, Friedman's Inc. -- http://www.friedmans.com/--  
is a leading specialty retailer based in Savannah, Georgia.  The
Company operates fine jewelry stores located in power strip
centers and regional malls.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Friedman's Inc. said it anticipated breaching the financial
covenants contained in its amended and restated credit facility.
In particular, Friedman's expected to fail to meet cumulative
EBITDA requirements and a minimum ratio of Accounts Payable to
Inventory. Friedman's senior secured credit facility, entered
into in Sept. 2004, consists of a senior revolving loan of up to
$67.5 million (maturing in 2006) and a $67.5 million junior term
loan (maturing in 2007). Friedman's issued some warrants to
Farallon Capital Management, L.L.C., in connection with that
refinancing transaction.

Friedman's also entered into a secured trade credit program
providing security to vendors. Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities. The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters. Ernst & Young has been working on a restatement of the
company's financials. The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.


GALLERIA CDO: Moody's Pares Ratings on $14M Class B Notes to B3
---------------------------------------------------------------
Moody's Investors Service has taken these rating actions on three
tranches of Notes issued by Galleria CDO IV, Ltd. (formerly named
Beacon Hill CBO II, Ltd.):

   * U.S.$160,500,000 Class A1 Senior Secured Floating Rate Notes,
     Due 2034, previously rated A1 on watch for possible
     downgrade, are now rated A3,

   * U.S.$160,500,000 Class A-2 Senior Secured Floating Rate
     Revolving Notes, Due 2034, previously rated A1 on watch for
     possible downgrade, are now rated A3, and

   * U.S.$14,000,000 Class B Second Priority Floating Rate Term
     Note, Due 2034, previously rated B1 on watch for possible
     downgrade, are now rated B3.

Moody's noted that the rating actions were taken in response to
the deterioration in the credit quality of the portfolio
supporting the Issuer's liabilities, explaining that while
structurally required amortization has benefited the Class A-1 and
Class A-2 Notes, the current credit quality of the portfolio
represents a risk of expected loss that is no longer consistent
with the previous ratings.  According to the deal surveillance
report dated November 30, 2004, the Weighted Average Rating Factor
is 1938 (vs. limit 475) and the portfolio asset securities rated
below Baa3 by Moody's Investors Service is more than 39% (vs.
limit 7.5%)

The new collateral manager is Zais Group, LLC.

Rating Action: Downgrade

Issuer:          Galleria CDO IV, Ltd. (formerly named Beacon Hill
                 CBO II, Ltd.)

Description:     U.S. $160,500,000 Class A1 Senior Secured
                 Floating Rate Notes, Due 2034

Previous Rating: A1 on watch for possible downgrade

Current Rating:  A3

Description:     U.S. $160,500,000 Class A-2 Senior Secured
                 Floating Rate Revolving Notes, Due 2034

Previous Rating: A1 on watch for possible downgrade

Current Rating:  A3

Description:     U.S. $14,000,000 Class B Second Priority Floating
                 Rate Term Notes, Due 2034

Previous Rating: B1 on watch for possible downgrade

Current Rating:  B3


HAMPSHIRE DISTRIBUTORS: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hampshire Distributors, Inc.
        P.O. Box 1015
        Romney, West Virginia 26757

Bankruptcy Case No.: 05-00074

Type of Business: The Debtor provides petroleum and heating oil
                  needs.
                  See http://www.hampshiredistributors.com/

Chapter 11 Petition Date: January 7, 2005

Court: Northern District of West Virginia (Martinsburg)

Judge: L. Edward Friend II

Debtor's Counsel: James T. Kratovil, Esq.
                  Kratovil & Amore PLLC
                  211 West Washington Street
                  P.O. Box 337
                  Charles Town, WV 25414
                  Tel: 304-728-7718
                  Fax: 304-728-7720

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Grant County Bank             Business - Hampshire      $870,000
P.O. Box 929                  Distributors, Inc.
Petersburg, WV 26847          US Route 50 in
                              Romney District
                              Senior lien:
                              $707,000

Bank of Romney                Business - Hampshire      $707,000
P.O. Box 876                  Distributors, Inc.
Romney, WV 26757              US Route 50 in
                              Romney District

West Virginia State Tax       Taxes                     $499,166
Department
Compliance Division
P.O. Box 229
Charleston, WV 253210229

Farm and Home Oil Company     Utilities                 $156,479

Petroleum Products Corp.      Purchases                 $124,714

Space Petroleum Company       Purchases                  $81,579

West Virginia Workers         Workers Comp.              $58,000
Compensation

Trinity Industries, Inc.      Other                      $19,833

Northwest Pipe Company        Purchases                  $16,121

JCV                           Other                      $16,044

Liberty Candy Company Vendor  Purchases                  $11,567

Bowles Rice McDavid Graff &   Legal Fees                  $9,484
Love PLLC

Total Environmental           Services                    $8,752
Concepts, Inc.

Laird Plastics                Purchases                   $6,639

Royal Crown Bottling          Purchases                   $5,698

Fairfax Material, Inc.        Purchases                   $5,403

American Welding and Tank     Services                    $3,787

Kenney Signs                  Services                    $3,189

Mountain State Blue Cross     Insurance                   $3,091
Blue Shield

United Disposal               Services                    $2,928


HARBORVIEW MORTGAGE: Moody's Rates $13.6M Class B-4 Debt at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in the HarborView Mortgage Loan Trust
2004-11 securitization of negative amortization loans secured by
first liens on one- to four-family residential properties.  In
addition ratings of Aa2, A2, Baa2 and Ba2 were also assigned to
Classes B-1, B-2, B-3 and B-4, respectively.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on the quality of the underlying mortgages,
the credit support provided through subordination, the legal
structure of the transaction, as well as the capability of the
servicers of the mortgage loans.

The underlying collateral consists predominantly of adjustable
rate negative amortization mortgage loans with an original term to
maturity of 30-years.  All of the loans in the mortgage pool are
originated by Countrywide Home Loans, Inc.  The loan pool is
divided into three loan groups.  The prefix of the certificates
corresponds to the loan group they are associated with.

The complete rating actions are:

Certificates: Mortgage Loan Pass-Through Certificates, Series
              2004-11

Seller:       Greenwich Capital Financial Products, Inc.

Depositor:    Greenwich Capital Acceptance, Inc.

Servicer:     Countrywide Home Loans Servicing LP

              * Class 1-A, $657,515,000, Aaa
              * Class 2-A1A, $118,722,000, Aaa
              * Class 2-A1B, $20,951,000, Aaa
              * Class 2-A2A, $180,000,000, Aaa
              * Class 2-A2B, $120,000,000, Aaa
              * Class 2-A3, $33,509,000, Aaa
              * Class 3-A1A, $316,630,000, Aaa
              * Class 3-A1B, $55,877,000, Aaa
              * Class 3-A2A, $50,000,000, Aaa
              * Class 3-A2B, $21,430,000, Aaa
              * Class 3-A3, $75,000,000, Aaa
              * Class 3-A4, $39,550,000, Aaa
              * Class X-1, Notional Amount, Aaa
              * Class X-2, Notional Amount, Aaa
              * Class X-3, Notional Amount, Aaa
              * Class X-B, Notional Amount, Aaa
              * Class A-R, $100, Aaa
              * Class B-1, $38,204,000, Aa2
              * Class B-2, $29,106,000, A2
              * Class B-3, $22,739,000, Baa2
              * Class B-4, $13,644,000, Ba2


HAUSER INC: Dissolved Following Confirmation & Bankruptcy Exit
--------------------------------------------------------------
In connection with the order of the United States Bankruptcy Court
for the Central District of California confirming the Fourth
Amended Joint Chapter 11 Plan of Reorganization as modified in the
chapter 11 bankruptcy cases of Hauser, Inc., and its debtor-
affiliates and the occurrence of the Effective Date of the Plan on
Jan. 12, 2005, Hauser was dissolved and all shares of its common
stock were cancelled.  Accordingly, Hauser filed a Form 15 with
the United States Securities and Exchange Commission providing
notice of and terminating its responsibility to file any further
public reports with the SEC.  Under the Plan, former holders of
record of the cancelled Hauser common stock will have certain
limited nontransferable rights under an Equity Trust formed
thereunder.

Headquartered in El Segundo, California, Hauser Inc. supplies
herbal extracts and nutritional supplements and provides chemical
engineering services and contract research and development. The
Company and its debtor-affiliates filed for chapter 11 protection
on April 1, 2003, in Los Angeles (Bankr. C.D. Calif. Case No. 03-
18795). Christine M. Pajak, Esq., at Stutman, Treister & Glatt,
serves as legal counsel to the Debtors.


HAYES LEMMERZ: Judge Walrath Okays Modified Plan Clarification
--------------------------------------------------------------
As previously reported, HLI Creditor Trust asks the United States
Bankruptcy Court for the District of Delaware to clarify
Section 4.7 of the Modified Plan to provide that, upon the
assignment of the BMO Synthetic Lessors' Claims, in accordance
with Sections 4.3 and 4.7 of the Modified Plan, the aggregate
amount of the Allowed Class 5 Claims is increased to
$321,130,000.

*   *   *

Judge Walrath grants the Debtors' request for clarification of
Section 4.7 of the Modified Plan.  The Court adds this language at
the end of the first sentence of Section 4.7:

    "; provided, however, that, upon the assignment of the BMO
    Synthetic Lessors' Claims, in accordance with Sections 4.3 and
    4.7 of the Plan, the aggregate amount of the Allowed Class 5
    Claims shall be increased to the aggregate amount of
    $321,130,000."

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  Eric
Ivester, Esq., and Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meager & Flom represent the Debtors' in their restructuring
efforts.  (Hayes Lemmerz Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HIA TRADING: Files for Bankruptcy Protection in S.D. New York
-------------------------------------------------------------
HIA Trading Associates and 24 of its subsidiaries filed for
bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code
in the United States Bankruptcy Court for the Southern District of
New York in Manhattan after defaulting on a $56 million loan
arranged by Fleet Retail Group Inc. and other lenders in June
2004.

The Debtors owe $20 million to Fleet Retail, General Electrical
Capital Corp., and Black Bay Capital Funding LLC under the credit
agreement, which comprise of:

   -- $11,400,000 revolving credit obligations;
   -- $6,000,000 term loan obligations; and
   -- $2,350,000 outstanding letters of credit.

The Debtors said it experienced a dramatic decrease in customer
traffic and a significant decline in sales, following the merger
between Amazing Savings Holding LLC and Odd Jobs Stores, Inc.

In June 2003, its wholly owned subsidiary, Amazing Savings
acquired a 90.3 percent stake in Odd Jobs Stores for approximately
$24.6 million.  Following a merger, Amazing Savings currently
holds 92 percent of the outstanding common shares of Odd Jobs.

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- operates 87 retail
stores under the name Amazing Savings Stores.  The Debtors
purchase overproduced, overstocked and discounted first-quality,
name brand close out merchandise from manufacturers, wholesalers
and retailers, as well as a blended mix of imports and everyday
basic commodity items to be sold at deep discount prices in its
stores located in key regional centers in New York, New Jersey,
Connecticut, Ohio, Pennsylvania, Kentucky, Delaware, Maryland and
Michigan.  The Company, along with its subsidiaries, filed for
chapter 11 protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-10171).  Adam L. Rosen, Esq., and Jil Mazer-Marino, Esq., at
Scarcella Rosen & Slome LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $67,500,000 in total assets and
$90,000,000 in total debts.


HIA TRADING: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------
Cherry
Lead Debtor: HIA Trading Associates
             200 Helen Street
             South Plainfield, New Jersey 07080

Bankruptcy Case No.: 05-10171

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Odd-Job Acquisition Corporation            05-10172
      Odd-Job Trading Corporation                05-10173
      PJ's of Baltimore LLC                      05-10174
      PJ's of Rockville LLC                      05-10175
      AMZAK Realty Group LLC                     05-10176
      Amazing of Lawrence LLC                    05-10177
      JBS Liquidators LLC                        05-10178
      Jenny Supply LLC                           05-10179
      Amazing of Avenue M LLC                    05-10180
      Amazing Savings of Monroe LLC              05-10181
      Amazing Savings of Teaneck LLC             05-10182
      Amazing Savings.com LLC                    05-10183
      Amazing Savings of East Hanover LLC        05-10184
      Amazing Savings Of East Brunswick LLC      05-10185
      Amazing Savings of Howell LLC              05-10186
      Amazing Savings of Queens LLC              05-10187
      Amazing Savings of South Fallsburg LLC     05-10188
      Amazing Savings Holding LLC                05-10189
      Amazing Savings Of Edgewater LLC           05-10190
      Amazing of McDonald Avenue LLC             05-10191
      Amazing Savings Of Bridgewater LLC         05-10192
      Amazing Savings Inc.                       05-10193
      Amazing of Monsey LLC                      05-10194
      Amazing of New Utrecht LLC                 05-10195

Type of Business: The Debtors operate 87 retail stores under the
                  name Amazing Savings Stores.  The Debtors
                  purchase overproduced, overstocked and
                  discounted first-quality, name brand close out
                  merchandise from manufacturers, wholesalers and
                  retailers, as well as a blended mix of imports
                  and everyday basic commodity items to be sold
                  at deep discount prices in its stores located
                  in key regional centers in New York, New Jersey,
                  Connecticut, Ohio, Pennsylvania, Kentucky,
                  Delaware, Maryland and Michigan.  The products
                  for sale in its stores typically include
                  electronics, appliances, housewares, toys,
                  party goods and domestics.
                  See http://www.oddjobstores.com/

Chapter 11 Petition Date: January 5, 2005

Court: Southern District of New York (Manhattan)

Judge:  Robert D. Drain

Debtors' Counsel: Adam L. Rosen, Esq.
                  Jil Mazer-Marino, Esq.
                  Scarcella Rosen & Slome LLP
                  333 Earle Ovington Boulevard
                  Ninth Floor
                  Uniondale, New York 11533-3622
                  Tel: (516) 227-1600
                  Fax: (516) 227-1601

Special Counsel
of the Board of
Directors of
Amazing Savings
Holdings LLC:     Weil, Gotshal & Manges LLP

Consultant and
Financial
Advisor:          Abacus Advisors Group LLC

Ad Hoc Committee
of Unsecured
Creditors'
Counsel:          Otterbourg, Steindler, Houston & Rosen PC

Consolidated Financial Condition as of November 27, 2004:

      Total Assets: $67,500,000

      Total Debts:  $90,000,000

Debtor's 25 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Guard Security                                $639,099
1 South Middlesex Avenue
Monroe Township, New Jersey 08831
Attn: Tony Favale
Tel: (609) 860-9990

American Color Graphics, Inc.                 $582,773
PO Box 409597
Atlanta, Georgia 30384-9597
Tel: (615) 377-7452

ADVO, Inc.                                    $528,514
PO Box 30345
Hartford, Connecticut 06150
Tel: 1-888-238-6437

Aspire Digital                                $528,514
1606 West Lockness Place
Torrance, California 90501

CIVF-I0 NJ1B01, LLC                           $504,813
c/o Lincoln Properties, Inc.
101 Fieldcrest Avenue 4th Floor
Edison, New Jersey 08837
Tel: (732) 407-5180

Forget Me Not American Greetings              $470,802
PO Box 640782
Pittsburgh, Pennsylvania
Attn: Joe Cipollone
Tel: (216) 252-7300

Plus Mark, Inc.                               $405,869
PO Box 92330-N
Cleveland, Ohio 44193
Attn: Joe Cipollone
Tel: (216) 252-7300

Newport Sales Inc.                            $318,958
PO Box 58
One Newport Plaza
Freeport, New York 11520
Attn: Mendy Klein
Tel: (516) 771-4444

Sherwood Brands Inc.                          $302,012
PO Box 85080
Richmond, Virginia 23285-4136
Attn: Chris Willi
Tel: (301) 309-6161

The Mazel Company                             $267,647
PO Box 691027
Cincinnati, Ohio 45269-1027
Attn: Larry Hylkema
Tel: (440) 248-5200

Summit Marketing International, Inc.          $219,108
6375 Old Avery Road
Dublin, Ohia 43016
Attn: Bonnie Ball
Tel: (614) 760-9886

Garmentex International LLC                   $204,962
330 Hurst Street
Linden, New Jersey 07036
Attn: Alan Haddad
Tel: (908) 862-2888

King Zak Industries, Inc.                     $202,781
17 Sorrento Drive
PO Box 1029
Goshen, New York 10924
Tel: (845) 291-1200

Digiview Productions                          $198,186
100 South Washington Avenue
Dunellen, New Jersey 08812
Attn: Menachem Shmool
Tel: (732) 752-7500

Salton/Toastmaster Log., LLC                  $196,622
Department 77-5222
Chicago, Illinois 60678-5222
Attn: Nancy Adrian
Tel: (573) 446-5600

Telcom, USA, Inc.                             $196,622

SGT - Nations, Inc.                           $196,551

Consolidated International                    $194,369

SHC Direct, LLC                               $192,608

Q. Vanderberg, Inc.                           $181,226

Home Fashions Distributor, Inc.               $178,060

Hatzlachh Supply Inc.                         $174,588

Zimmerman Partners                            $150,000

Sophia Foods                                  $144,083

Dart Seasonal Products, Inc.                  $142,290


HEALTHCARE PARTNERS: Moody's Rates $145M Sr. Sec. Loans at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 senior implied rating and
B1 senior secured bank rating to HealthCare Partners, LLC -- HCP.
The rating outlook is stable.  HCP is a limited liability company,
which has a subsidiary that manages the medical practices of the
HealthCare Partners Affiliates Medical Group -- HCP Medical --
under a management services agreement.  HCP Medical and all
subsidiaries of HCP and HCP Medical are unconditional guarantors
of the secured bank debt.  The ratings are subject to review of
final documentation.

HCP Medical, a large multi-specialty staff model physician group,
employs about 400 primary care physicians and serves several
regions in Southern California.  HCP is undergoing a
recapitalization that includes partnering with a financial
sponsor.

Ratings assigned:

   * HealthCare Partners, LLC:

     -- B1 $135 million senior secured bank facility;
     -- B1 $10 million senior secured revolver;
     -- B1 senior implied rating;
     -- B2 issuer rating.

The ratings reflect HCP and HCP Medical's strengths as seasoned
medical services and physician organizations, which have had
longstanding relationships with health plans in the Southern
California market and have demonstrated their ability to manage
global capitated risk.  Moody's believes that a more moderate
growth strategy and a single information technology platform has
helped HCP Medical distinguish itself from many other physician
groups in California that have become unviable due to ineffective
management of global capitated contracts with health plans.  The
B1 ratings assume that HCP will not raise debt levels, but will
continue to pursue growth organically and through targeted
acquisitions that do not require cash or equity contributions.

Financial performance of the combined organization improved
dramatically, beginning in fiscal 2003.  As a result, consolidated
cash flow to debt metrics (after adjusting cash flow for
tax-related dividend distributions) are expected to be in the
high-teens to 20% range following this transaction - stronger than
those typical of a B1 rated entity.  However, these consolidated
ratios have benefited from significant improvements in commercial
rate increases during the 2002-2003 timeframe that are now
moderating.  As a result of this and other negative industry
trends, Moody's believes that the sustainability of these ratios
is uncertain.

In Moody's opinion, the risk that cost trends will exceed revenue
growth may be increasing.  Health plan premiums and per-member
per-month rate increases are showing signs of slowing while at the
same time, hospital cost trends in California are rising due to a
number of factors.  These factors include industry-wide increases
in medical costs and a rising number of uninsured patients - as
well as state-specific nurse staffing and seismic requirements.

Although California continues to show a greater preponderance
toward closed-HMO versus choice-type products compared to the rest
of the nation, Moody's believes there is risk that the commercial
HMO membership that works best for HCP Medical's staff model will
continue to decline as consumers desire more choice and health
plans offer more PPO and POS products.  Currently, about 94% of
HCP Medical's members are covered under global capitated
contracts, with the remainder under fee-for-service contracts.  In
the past, declines in both commercial and senior membership have
been offset, in part, by better contracting supported by stronger
health plan premiums, which are now moderating.

On the senior side, HCP Medical expects to benefit from growth in
Medicare HMO risk business as health plans, including PacifiCare
and Health Net, are once again embracing Medicare risk since
higher rate increases (6.3% in 2005) have been stipulated by the
Modernization Act of 2003.  However, Moody's believes that growth
in the Medicare HMO risk business may be constrained by:

   (1) uncertainty regarding future rate increases as the
       government grapples with a growing deficit;

   (2) potential competition from Medicare PPO products; and

   (3) possible competition from fee-for-service Medicare as drug
       benefits kick-in in fiscal 2006.

In addition, HCP Medical depends heavily on membership (32%) and
revenue (44%) from one health benefits company, PacifiCare.
Finally, Moody's believes that there is some risk that the
company's partnership with a financial sponsor may result in a
more aggressive growth strategy.

The rating outlook for HCP is stable.  Moody's expects that HCP
Medical will be able to adjust its cost structure to help offset
possible shifts to fee-for-service members and any negative cost
trends.  If the proportion of fee-for-service membership rises,
Moody's believes the physicians would need to shift their focus to
manage higher numbers of procedures versus reducing utilization.
The stable outlook also assumes that debt levels will not rise
with future growth initiatives.

If the combined organization is able to demonstrate its ability to
continue to improve cash flow to debt ratios through membership
increases or continued management of cost trends, despite changes
in the sector, the ratings may improve.  If the organization is
not able to price above rising cost trends or cannot adjust costs
in the face of membership declines, the ratings may face pressure.

The bank debt is secured by the stock and assets of HCP, HCP
Medical and their subsidiary organizations.  However, since the
cash investments of the combined entity are largely offset by
trade and medical claim payables, Moody's has notched the secured
bank holders at the same level as the B1 senior implied rating.

The holding company, HealthCare Partners Holding, will issue
$75 million in preferred stock, which must be paid - along with
any unpaid accumulated dividends - in seven years, assuming no
liquidation event occurs, such as an IPO.  Although HCP has the
option to not pay any annual dividends - equal to 7% of net income
- to the financial sponsor until 2011, Moody's analysis considers
this preferred stock to be debt.

HealthCare Partners, LLC, headquartered in Torrance, California,
is a limited liability company.  A subsidiary of HealthCare
Partners, LLC manages the medical practices of HealthCare Partners
Affiliates Medical Group.


HOLLINGER INC: E&Y Wants to Examine Ex-Directors Radler & Boultbee
------------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reported that Ernst &
Young, Inc., the Court-appointed Inspector, is continuing the
inspection of Hollinger's related party transactions pursuant to
an Order of the Superior Court of Justice of Ontario made pursuant
to s. 229(1) of the Canada Business Corporations Act.  The
Inspector has provided five interim Reports with respect to its
inspection of Hollinger.  Hollinger and its staff have given their
full, unfettered and unrestricted assistance to the Inspector in
carrying out its duties, including access to all files and
electronic data.  Hollinger International has also assisted the
Inspector in this regard.

Counsel for the Inspector and various parties appeared before
Justice Colin L. Campbell of the Superior Court of Justice of
Ontario on January 6 and 11, 2005.  The Inspector wishes to
examine certain former directors of Hollinger, including Lord
Black, F. David Radler and J.A. Boultbee.  Counsel for Lord Black
and Messrs. Radler and Boultbee each submitted at the hearing on
January 6, 2005, that it is premature for the Inspector to take
the position that it is essential for their examinations to be
conducted in order to write its report.  A Notice of
Constitutional Issue was served by counsel for Lord Black on
December 22, 2004, on the Attorney General of each of Canada and
Ontario on the basis that certain of the examinations proposed by
the Inspector breach certain provisions of the Canadian Charter of
Rights and Freedoms.


Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


HOLLINGER INC: Holds $10.23 Million of Cash as of January 7
-----------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) and its subsidiaries
(other than Hollinger International and its subsidiaries) had
approximately US$10.23 million of cash or cash equivalents on hand
and Hollinger owned, directly or indirectly, 782,923 shares of
Class A Common Stock and 14,990,000 shares of Class B Common Stock
of Hollinger International As of the close of business on
January 7, 2005.

Based on the January 7, 2005 closing price of the shares of Class
A Common Stock of Hollinger International on the NYSE of US$15.07,
the market value of Hollinger's direct and indirect holdings in
Hollinger International was US$237,697,949.  All of Hollinger's
direct and indirect interest in the shares of Class A Common Stock
of Hollinger International are being held in escrow with a
licensed trust company in support of future retractions of its
Series II Preference Shares.  All of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
Hollinger's outstanding 11.875% Senior Secured Notes due 2011 and
11.875% Second Priority Secured Notes due 2011.

In addition, Hollinger has previously deposited with the trustee
under the indenture governing the Senior Notes approximately
US$10.5 million in cash as collateral in support of the Senior
Notes (which cash collateral is also collateral in support of the
Second Priority Notes, subject to being applied to satisfy future
interest payment obligations on the outstanding Senior Notes as
permitted by amendments to the Senior Indenture).  Consequently,
there is currently in excess of US$236.3 million aggregate
collateral securing the US$78 million principal amount of the
Senior Notes and the US$15 million principal amount of the Second
Priority Notes outstanding.

On December 17, 2004, the Board of Directors of Hollinger
International declared a special dividend of US$2.50 per share of
Class A Common Stock and Class B Common Stock of Hollinger
International to holders of record of such Shares on Jan. 3, 2005,
payable on January 18, 2005.  The Board of Directors of Hollinger
International also declared a regular quarterly dividend of
US$0.05 per Share to be paid on January 18, 2005 to shareholders
of record on January 3, 2005.  On January 18, 2005, Hollinger will
be entitled to receive an aggregate of US$39,432,307.50 in respect
of the special dividend and an aggregate of US$788,646.15 in
respect of the regular dividend on the Shares.  As announced by
Hollinger yesterday, upon further analysis, and following the
receipt of further particulars in respect of the Hollinger
International special dividend and the views of the trustee and
collateral agent for the Senior Notes, Hollinger has determined
that none of the special dividend is required to be lodged as
collateral security for the Senior Notes or Second Priority Notes
at this time.  Hollinger has not yet made any determination as to
the use of the proceeds of the special dividend, which
determination will be made by its Board of Directors.

Hollinger International previously agreed not to block any payment
to Hollinger of any dividend or other distribution unless it is
required to do so by a court order (which it will not seek),
statute or regulation.  There is to be no reduction or set-off.
Hollinger in turn previously agreed to an extension of the
injunction granted by Vice-Chancellor Strine in Delaware limiting
Hollinger's control of Hollinger International beyond its original
October 31, 2004, expiration date to the earlier of the date the
proceeds from the strategic process have been distributed to
Hollinger International's shareholders and January 31, 2005.

The special dividend declared by Hollinger International will
result in it distributing approximately US$227 million of the net
proceeds from the sale of The Telegraph Group.  In announcing the
declaration of the special dividend, Hollinger International
stated that it was committed to distributing to its shareholders,
including Hollinger, a total of US$500 million of the net proceeds
of the sale of The Telegraph Group.  It has stated that it
proposes to distribute the balance of these proceeds in the form
of a tender offer for shares of its Common Stock after it
publishes its delinquent financial statements and other reports.
Alternatively, Hollinger International may consider a further
special dividend but it gave no assurances that it would
distribute cash to shareholders in either form.

Hollinger commenced honouring retractions of its Series II
Preference Shares on October 28, 2004.  On retraction, each Series
II Preference Share is exchangeable into a fixed number (being
0.46) of shares of Class A Common Stock of Hollinger International
or, at Hollinger's option, cash of equivalent value.  To date,
such retractions have been effected by Hollinger delivering 0.46
of a share of Class A Common Stock of Hollinger International
owned directly or indirectly by it in exchange for each retracted
Series II Preference Share.  Since October 28, 2004, Hollinger has
delivered 9,637 shares of Class A Common Stock of Hollinger
International and no cash pursuant to retractions of its Series II
Preference Shares.  Retractions of Hollinger's outstanding
retractable common shares submitted after May 31, 2004 continue to
be suspended until further notice.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


IMMUNE RESPONSE: Completes Remune Studies in Italy & Spain
----------------------------------------------------------
The Immune Response Corporation (Nasdaq:IMNR), a biopharmaceutical
company dedicated to becoming a leading immune-based therapy
company in HIV and multiple sclerosis, has completed two Phase II
clinical trials, one in Italy and one in Spain, investigating its
lead HIV immune-based therapeutic REMUNE(R) in HIV-positive
subjects.

"With the conclusion of these studies, we are delighted to end the
year having met all of our stated REMUNE(R) related milestones,"
said John N. Bonfiglio, Ph.D., President and Chief Executive
Officer of The Immune Response Corporation.  "We are currently in
the process of auditing and analyzing the data from these two
trials.  Once finalized, we will submit the data to the FDA as
part of ongoing discussions regarding next steps in the REMUNE(R)
clinical program.  We will also submit for publication in peer-
review journals and presentation at scientific conferences."

The trial in Spain, called REMIT, included 39 patients who had
previously received REMUNE(R) in an open label study, who were
then randomized to receive blinded REMUNE(R) or Incomplete Freud's
Adjuvant (IFA) during REMIT, and a comparative control group of 19
subjects.  This trial was designed as an exploratory Phase II
trial with multiple endpoints to give the Company more information
on the potential role of REMUNE(R) during antiretroviral treatment
interruption.  All patients interrupted their antiretroviral
therapy regimens, and were followed for 48 weeks.  Endpoints
included time to virologic rebound and time to re-initiate
antiretroviral therapy.  An independent Data Safety Monitoring
Board (DSMB) reviewed the preliminary unblinded results of the
study, and concluded that long-term use of REMUNE(R) posed no
safety concerns.

"We are encouraged by the preliminary results of this study, which
suggest that long-term exposure to REMUNE(R) may be of benefit in
particular subjects.  We look forward to the final analysis of the
data," said Dr. Louis Aledort, The Mary Weinfeld Professor of
Clinical Research at Mount Sinai Hospital, New York, and a member
of the DSMB.

Study IR101-215, a multi-center, randomized study, conducted in
Italy, investigated 51 antiretroviral-naive patients over 28 weeks
following treatment with REMUNE(R), IFA or saline.  Preliminary
analysis of the final data suggest that REMUNE(R) can induce HIV-
specific T cells that are believed to be important in the control
of HIV, and may also stabilize total CD4+ T-cell counts.  These
results confirm preliminary data that were presented last year.  A
rollover study to IR103, which combines REMUNE(R) with
Amplivax(TM), an immunostimulatory oligonucleotide adjuvant, is
planned.

REMUNE(R) is in Phase II development by The Immune Response
Corporation and is not approved by any regulatory agencies in any
country at this time.

                        About the Company

The Immune Response Corporation (Nasdaq:IMNR) is a
biopharmaceutical company dedicated to becoming a leading immune-
based therapy company in HIV and multiple sclerosis (MS).  The
Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder Dr. Jonas Salk,
to stimulate HIV immune responses.  REMUNE(R), currently in Phase
II clinical trials, is being developed as a first-line treatment
for people with early-stage HIV.  We have initiated development of
a new immune-based therapy, IR103, which incorporates a second-
generation immunostimulatory oligonucleotide adjuvant and is
currently in Phase I/II clinical trials in Canada and the United
Kingdom.

The Immune Response Corporation -- http://www.imnr.com/-- is also
developing an immune-based therapy for MS, NeuroVaxTM, which is
currently in Phase II and has shown potential therapeutic value
for this difficult-to-treat disease.

                          *     *     *

                       Going Concern Doubt

The Immune Response Corporation's former independent certified
public accountants, BDO Seidman, LLP, indicated in their report on
the 2003 consolidated financial statements that there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has incurred net losses since inception and has an
accumulated deficit of $323,494,000 as of September 30, 2004. The
Company says it will not generate meaningful revenues in the
foreseeable future. These factors, among others, raised
substantial doubt about the Company's ability to continue as a
going concern.


IMPERIAL PLASTECH: Former Lawyers Petition for Receiving Order
--------------------------------------------------------------
Gowlings, Imperial Plastech Inc.'s (IPC) former solicitors, has
issued a Petition for Receiving Order under the Bankruptcy and
Insolvency Act against IPC, Imperial Pipe Corporation and Imperial
Building Products Corp.  IPC will defend the petition and seek
court assessment of the fees in dispute.

                        About the Company

Imperial PlasTech is a diversified manufacturer supplying a number
of markets and customers in the residential, construction,
industrial, oil and gas and telecommunications and cable TV
markets. The company currently operates manufacturing facilities
in Atlanta, Georgia, Peterborough, Ontario, and Edmonton and
Nisku, Alberta.


KARGO CORPORATION: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kargo Corporation
        1210 New Bern Avenue
        Raleigh, North Carolina 27610

Bankruptcy Case No.: 05-00101

Chapter 11 Petition Date: January 11, 2005

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: James B. Angell, Esq.
                  Howard, Stallings, From & Hutson, PA
                  P.O. Box 12347
                  Raleigh, NC 27605
                  Tel: 919-821-7700
                  Fax: 919-821-7703

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
AMRESCO Commercial Finance    1210 New Bern Ave.,     $1,103,788
Attn: Managing Agent          Raleigh NC and
412 East Parkcenter Blvd.     personal property
Ste. 300
Boise, ID 83706

Community West Bank           Equipment located         $112,523
Attn: Managing Agent
455 Pine Avenue
Goleta, GA 93117

Duke Power Company            Utility                    Unknown
Attn: Managing Agent
P.O. Box 1090
Charlotte, NC 28201

Durham County Tax             Taxes due                  Unknown
Administrator
P.O. Box 3397
Durham, NC 27702

Employment Security           Taxes due                  Unknown
Commission
P.O. Box 26504
Raleigh, NC 27611

Girish & Kokila Amin          Money loaned               Unknown
110 Bardsley Court
Cary, NC 27513

Global Express Money Orders   Inventory, Equipment,      Unknown
Attn: Managing Agent          ARs, GIs
P.O. Box 8608
Silver Spring, MD 20907

IRT Parkwest Crossing, LLC    Real Estate Lease          Unknown
Attn: Managing Agent
1275 Powers Ferry Road,
Ste. 100
Marietta, GA 30067

Internal Revenue Service      Taxes due                  Unknown
320 Federal Place
Attn: Special Procedures
Staff
Greensboro, NC 27402

NC Department of Revenue      Taxes due                  Unknown
Office Service Div.
Bankruptcy Unit
P.O. Box 1168
Raleigh, NC 27602

Quiznos Corporate Office      Franchise Agreement        Unknown
Attn: Managing Agent
1475 Lawrence St., Ste. 400
Denver, CO 80202

Verizon South                 Telephone                  Unknown
Attn: Managing Agent
P.O. Box 920041
Dallas, TX 75392

M&I Bank FSB                  Line of Credit             $73,607

Ambika Enterprises, Ltd.      Money loaned               $31,937

Wake County Tax Collector     1210 New Bern Ave.          $3,179
                              Raleigh, NC

Progress Energy Carolinas     Utility                       $713


KINETICS GROUP: Fitch Withdraws 'B' Rating on $55 Mil. Sr. Debt
---------------------------------------------------------------
Fitch Ratings withdrew the 'B' rating on Kinetics Group Inc.'s $55
million senior secured bank facility.  The rating is withdrawn
following the sale of Celerity Group Inc., Kinetics' previous
outsourced manufacturing services unit, to Texas Pacific Group,
which was completed in December 2004.  The proceeds from the sale
of Celerity are expected to be used to fully repay the amounts
outstanding under the bank facility.


LAIDLAW INTERNATIONAL: Taps PwC as Independent Accountants
----------------------------------------------------------
The Audit Committee of the Board of Directors of Laidlaw
International, Inc., has appointed PricewaterhouseCoopers, LLP,
as independent registered public accountants, to audit the
company's books and accounts for the fiscal year ended August 31,
2005.

In a regulatory filing with the Securities and Exchange
Commission, John F. Chlebowski, Chairman of the Audit Committee,
relates that PwC examined Laidlaw and its subsidiaries' financial
statements, including those set forth in the company's 2004
Annual Report, during fiscal 2004.  According to Mr. Chlebowski,
PwC's representatives are expected to attend the Annual
Shareholders' Meeting on February 8, 2005, with the opportunity
to make a statement if they so desire.  PwC will be available to
answer appropriate questions.

                        PwC's Audited Fees

Mr. Chlebowski discloses that PwC billed Laidlaw (y) $3,617,800
in fiscal 2004 and (z) $5,302,300 in fiscal 2003 for:

   -- professional services rendered for, and relating to:

      1. the audit of Laidlaw's annual financial statements;

      2. the reviews of the interim financial statements included
         in Laidlaw's Quarterly Reports on Form 10-Q filed during
         2003 and 2004; and

      3. subsidiary audits; and

   -- work on Laidlaw's debt issuance in fiscal 2003.

                        Audit-Related Fees

PwC billed $226,200 to Laidlaw in fiscal 2004, and $215,200 in
fiscal 2003, for assurance and related services rendered that
were reasonably related to the performance of the audit or review
of Laidlaw's financial statements and are not included in "Audit
Fees."  These services include:

   -- subsidiary benefit plan audits;

   -- attestation services related to subsidiary contract
      requirements; and

   -- consultation on Section 302 of the Sarbanes-Oxley Act of
      2002 for Disclosure Controls and Procedures, and
      due diligence services, in fiscal 2003.

                             Tax Fees

PwC billed Laidlaw $6,500 in fiscal 2004, and $7,500 in fiscal
2003, for professional services rendered on issues concerning tax
compliance, tax advice and tax planning.  These services are
related to a subsidiary's tax returns.

                            Other Fees

For products and services related to employment tax issues and
access to accounting research software other than those services
covered in "Audit Fees," "Audit-Related Fees," and "Tax Fees,"
PwC billed Laidlaw:

   -- $8,000 in fiscal 2003; and
   -- $6,500 in fiscal 2004.

Mr. Chlebowski informs the Commission that 100% of the services
described under "Audit-Related Fees," "Tax Fees" and "All Other
Fees" were pre-approved by the Audit Committee during the fiscal
year 2004.

Laidlaw believes that none of the time expended on PwC's
engagement to audit the company's financial statements for fiscal
2004 was attributable to work performed by persons other than
PwC's full-time, permanent employees.  Based in part on
consideration of the non-audit services provided by PwC during
fiscal 2004, the Audit Committee has determined that the non-
audit services were compatible with maintaining PwC's
independence.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099). Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors. Laidlaw International emerged from bankruptcy on
June 23, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million. Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt. Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc. As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications. The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million. Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005. Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LAMBERT FABRICATORS: Assets to be Auctioned on Jan. 20
------------------------------------------------------
Collar City Auctions will conduct an absolute auction of Lambert
Fabricators, Inc., on Thursday, January 20, 2005, at 10:00 a.m. at
8265 Loop Road in Baldwinsville (Syracuse), New York.  The assets
include a Complete Metal Fabricating Plant, Real Estate, Trucks,
Equipment & Materials.  An auction catalog is available from the
auctioneer at:

   http://www.collarcityauctions.com/pdf/LambertCatalog.pdf

Lambert Fabricators, Inc., filed for chapter 11 protection on July
31, 2002 (Bankr. N.D.N.Y. Case No. 02-64563).  Kelly C. Griffith,
Esq., and Lee E. Woodard, Esq., at Harris Beach LLP, represent the
Debtor.


LEAP WIRELESS: Promotes S. Douglas Hutcheson to President and CFO
-----------------------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LEAP), a leading provider
of innovative and value-driven wireless communications services,
disclosed the promotion of S. Douglas Hutcheson to president and
chief financial officer.  Mr. Hutcheson, who most recently served
as executive vice president and CFO, led the financial
restructuring of Leap after becoming CFO in Aug 2002.

"Doug's broad financial and telecom background combined with his
long-standing commitment to the company makes him the ideal
candidate for his new role as president and CFO," said William
Freeman, Leap's chief executive officer and director.  "In
addition to leading the financial restructuring of our business,
Doug was the chief architect of the Cricket business plan and has
an intimate understanding of the company and its bottom-line
business objectives.  We congratulate him on this important
promotion and look forward to the guidance and leadership he will
continue to provide as the company continues to grow."

As president and CFO, Mr. Hutcheson is responsible for the
continued development of the Company's business strategy.   Mr.
Hutcheson will also continue to be responsible for the financial
planning and accounting practices of the organization, and for
overseeing and directing treasury, budgeting, audit, tax,
accounting, capital equipment purchasing, long-range forecasting
and insurance activities.  He is also responsible for continuing
to oversee the company's information technology department.

Prior to his role as executive vice president and CFO, Mr.
Hutcheson served as senior vice president and CFO, a position that
he assumed in 2002.  Mr. Hutcheson has also held the position of
chief strategy officer for Leap.  Prior to joining Leap when it
was founded in Sept 1998, Mr. Hutcheson established and led the
marketing and international operations group in QUALCOMM's
wireless infrastructure division.  While at QUALCOMM, Hutcheson
also led multiple teams negotiating financing agreements,
equipment purchases and joint ventures throughout the world.
Hutcheson earned a bachelor's degree in mechanical engineering
from California State Polytechnic University, San Luis Obispo and
obtained a master's degree in business administration from the
University of California, Irvine, where he graduated Beta Gamma
Sigma.

                        About the Company

Leap Wireless -- http://www.leapwireless.com/-- headquartered in
San Diego, Calif., is a customer-focused company providing
innovative mobile wireless services that are targeted to meet the
needs of customers who are under-served by traditional
communications companies.  With a commitment to predictability,
simplicity and value as the foundation of our business, Leap
pioneered Cricket(R) service, a simple and affordable wireless
alternative to traditional landline service.  Cricket(R) service
offers customers unlimited anytime minutes within the Cricket(R)
calling area over a high-quality, all-digital CDMA network.
Operating in 39 markets in 20 states stretching from New York to
California, Cricket(R) service is available to customers in more
than 840 different municipalities.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to San Diego, California-based wireless telecom
carrier Leap Wireless International Inc. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' bank loan
rating to subsidiary Cricket Communications Inc.'s $650 million in
senior secured bank facilities (guaranteed by Leap), based on
preliminary documentation. A recovery rating of '3' also was
assigned to the loan, indicating an expectation for a meaningful
recovery of principal (50%-80%) in the event of a default.
Borrowings under the bank loan will primarily be used to repay
$350 million of debt issued to existing secured creditors under
the company's reorganization in bankruptcy.

"The ratings are constrained by the very high degree of business
risk facing Leap given the limited mobility of the company's
product offering compared with that of its competitors," explained
Standard & Poor's credit analyst Catherine Cosentino. Leap uses
1.9 GHz spectrum to offer an unlimited calling service within a
designated local franchise area for $29.99 (before taxes and fees)
within 39 separate market clusters across the U.S. Leap also
offers additional services and functionality for incremental
monthly fees, including calling features and long-distance
services, but does not provide any roaming capability currently.
Pricing is not substantially lower than that for the lower-end
offerings of the company's competitors (which also offer roaming),
making Leap's growth prospects uncertain.


LESLIE'S POOLMART: S&P Rates Planned $170M Sr. Unsec. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Phoenix, Arizona-based Leslie's Poolmart Inc.'s proposed
$170 million senior unsecured notes, to be issued under Rule 144A
with registration rights.  The existing ratings on the company,
including the 'B' corporate credit rating, were affirmed.  The
outlook was revised to stable from positive.

The rating on the proposed senior unsecured notes is one notch
lower than the corporate credit rating in accordance with Standard
& Poor's policy of notching down senior unsecured debt when there
is significant senior secured debt that has a priority claim to
the company's assets.  Note proceeds will be used to partly fund
the recapitalization of the company.  Leslie's $59.5 million
10.375% senior unsecured notes will be refinanced as part of the
transaction, and the 'B-' rating on them will be withdrawn.  A
five-year, $75 million revolving credit facility is also part of
the financing associated with the recapitalization.  Standard &
Poor's does not rate this revolver.  This facility will refinance
the company's existing $75 million revolver.  The 'B+' rating on
the existing facility will be withdrawn when the transaction is
completed.

"The ratings reflect the highly seasonal nature of Leslie's
business, which can be affected by unfavorable weather, the
company's participation in the relatively small pool supply
market, and weak financial ratios," said Standard & Poor's credit
analyst Kristi Broderick.  While Leslie's 474 stores in 36 states
make it the largest U.S. pool-supply chain, the company competes
with many local stores, regional chains, home improvement centers,
and discounters in a highly fragmented industry.  Although it is a
national chain, Leslie's does have some geographic concentration:
About 41% of its store base is in California and Texas.  The
company's business exhibits substantial seasonality. Sales are
significantly higher in the quarters ending June and September --
the peak months of swimming pool use.  Hot weather and extended
warm seasons (summers that start early and end late) usually
result in favorable trends for the business, while cold, rainy,
and shortened warm seasons (summers that start late and end early)
generally result in unfavorable trends.


LORAL SPACE: Trade Creditors Say Plan is Unconfirmable
------------------------------------------------------
The Trade Creditors of Loral Space & Communications Ltd. and its
debtor-affiliates inform the U.S. Bankruptcy Court for the
Southern District of New York that they will move to terminate the
exclusivity period of the Debtors' because they do not believe
that the Revised Chapter 11 Plan is legal, equitable and
confirmable.

These trade creditors claim that since Loral Space is solvent, it
must pay creditors in full with interest before returning any
value to its shareholders.  The Plan intends to pay creditors only
32 cents on the dollar and transfers the vast majority of its
value (hundreds of millions of dollars) to its shareholder parent.

The trade creditors will push to end the exclusivity if the
Debtors and the Official Committee of Unsecured Creditors will
persist with aggressive litigation rather than consensual
restructuring.

                       The Revised Plan

On October 22, 2004, Loral Space filed a revised plan of
reorganization and a disclosure statement with the Bankruptcy
Court.  The Plan, which revises the terms of a plan previously
filed on August 19, 2004, reflects a consensual agreement on
financial terms between Loral and the creditors' committee
appointed in the Chapter 11 Cases. The Plan provides, among other
things, that:

   * Loral's two businesses, Satellite Manufacturing and Satellite
     Services, will emerge intact as separate subsidiaries of
     reorganized Loral ("New Loral"). The Disclosure Statement
     establishes the enterprise value of New Loral at between
     approximately $650 million and approximately $800 million.

   * SS/L will emerge debt-free, but will guarantee $30 million
     of the new senior secured notes to be issued by the
     reorganized satellite services company ("New FSS").

   * The common stock of New Loral and the new senior secured
     notes of New FSS will be owned by Loral bondholders, Loral
     Orion bondholders and certain other unsecured creditors, as
     follows:

     -- Loral bondholders and certain other unsecured creditors
        will receive approximately 19.4 percent of the common
        stock of New Loral.

     -- Loral Orion unsecured creditors, including Loral Orion
        bondholders, will receive approximately 79.0 percent of
        New Loral's common stock plus $200 million in new senior
        secured notes of New FSS. These creditors also will be
        offered the right to subscribe to purchase their pro-rata
        share of an additional $30 million in new senior secured
        notes of New FSS. This rights offering will be
        underwritten by certain creditors who will receive a fee
        payable in the notes.

     -- All other general unsecured creditors will have an option
        to elect to receive either their pro rata share of
        approximately 1.6 percent of New Loral common stock or
        their pro rata share of $30 million in cash, subject to
        adjustment for over-subscription or under-subscription.

   * Existing common and preferred stock will be cancelled and no
     distribution will be made to current shareholders.

   * New Loral will emerge as a public company and will seek
     listing on a major stock exchange.

                      Examiner Ordered

Loral's shareholders asked the Bankruptcy Court to appoint an
Examiner pursuant to 11 U.S.C. Sec. 1104.  The Bankruptcy Court
declined the invitation.  The shareholders appealed to the U.S.
District Court for the Southern District of New York.  On Dec. 23,
2004, the District Court reversed the Bankruptcy Court's decision,
and directed the appointment of an Examiner.  Loral Stockholders
Protective Comm. v. Loral Space & Communications Ltd., No.
04-CV-8645 (RPP) (S.D.N.Y. Dec. 23, 2004).

                      About the Company

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.


MERRILL LYNCH: S&P Affirms Low-B Ratings on 24 Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from four series of Merrill Lynch Mortgage Investors
Inc.'s mortgage pass-through certificates.  At the same time,
ratings are affirmed on 302 classes from 37 series by the same
issuer.

The raised ratings reflect the increase in the actual and
projected credit support percentages to the respective classes.
The higher credit support percentages resulted from the
significant paydown of the collateral enhancing the shifting
interest structure of the transactions.  As of the December 2004
remittance period, the remaining pool balances for these
transactions were 6.53% (series 1999-H1), 3.10% (series 2001-A1),
1.03% (series 2001-WMC1), and 31.40% and 28.23% for the fixed- and
adjustable-rate loan groups, respectively, for series 2002-AFC1.
Total delinquencies, however, have remained relatively high (more
than 28%) except for series 2001-WMC1, where total delinquencies
were 6.14%.  The fixed and adjustable loan groups from series
2001-AFC1 had cumulative realized losses of 3.21% and 3.63%,
respectively.  Series 2001-WMC1 had no realized losses, whereas
series 2001-A1 had about 0.01% and series 1999-H1 had 1.91% in
cumulative realized losses.  Series 2001-A1 and 2001-WMC are
structured as senior subordinated transactions and the other two
transactions have overcollateralization and excess spread as
additional credit support.

The affirmed ratings reflect adequate actual and projected credit
support percentages, low-to-moderate total delinquencies and
cumulative realized losses.  As of the December 2004 remittance
period, total delinquencies ranged from 0.69% for series 2003-H to
approximately 36.50% for series 1999-CB1 loan group one.  However,
approximately half of the 37 transactions had total delinquencies
below 5%.  Cumulative realized losses ranged from 0.00% for a
number of transactions to approximately 1.92% for series 1999-CB1
loan group two.  This transaction has reperforming collateral.

Credit support for these transactions is provided by bond
insurance, pool insurance policies and subordination,
overcollateralization, and excess interest cash flow.

The collateral for the prime transactions consists of 30-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.  The collateral for the
subprime transactions consists of 30-year fixed- and
adjustable-rate subprime home equity mortgage loans secured by
first and second liens on one- to four-family residential
properties.

                         Ratings Raised

             Merrill Lynch Mortgage Investors Inc.
                    Mortgage pass-thru certs

                                        Rating
            Series     Class        To          From
            ------     -----        --          ----
            1999-H1    M-1          AA+         AA
            2001-A1    M-3          AAA         AA
            2001-WMC1  M-3          AAA         AA
            2002-AFC1  MF-1, MV-1   AA+         AA

                        Ratings Affirmed

             Merrill Lynch Mortgage Investors Inc.
                    Mortgage pass-thru certs

  Series     Class                                     Rating
  ------     -----                                     ------
  1994-F     A-5                                       AAA
  1997-FF3   M-1                                       AAA
  1998-1     PO, X, M-1, M-2A                          AAA
  1998-GN1   A                                         AAA
  1998-GN1   M-1                                       AA+
  1998-GN1   M-2                                       A
  1998-GN1   B                                         BBB-
  1998-GN2   A                                         AAA
  1998-GN2   M-1                                       AA+
  1998-GN2   M-2                                       A
  1998-GN2   B                                         BBB-
  1998-GN3   A                                         AAA
  1999-CB1   1A, 1A-IO, 1A-PO, 2A                      AAA
  1999-CB1   1M-1, 2M-1                                AA
  1999-CB1   1M-2, 2M-2                                A
  1999-CB1   1M-3, 1M-4, 2B                            BBB
  1999-H1    A-5                                       AAA
  1999-H1    M-2                                       A
  1999-H1    B                                         BBB-
  2000-3     A-IO, M-1, M-2, B-1                       AAA
  2001-A1    I-A-IO, II-A-IO, III-A-IO, M-1, M-2       AAA
  2001-WMC1  M-1, M-2                                  AAA
  2002-AFC1  AF-3, AV-1                                AAA
  2002-AFC1  MF-2, MV-2                                A
  2002-AFC1  BF-1, BV-1                                BBB-
  2002-NC1   A-1, M-1, M-2, B-1                        AAA
  2002-NC1   B-2                                       A+
  2002-HE1   A-1, A-2                                  AAA
  2002-HE1   M-1                                       AA+
  2002-HE1   M-2                                       AA-
  2002-HE1   B                                         A-
  2003-A2    I-A-1, I-A-1-IO, II-A-2, II-A-2-IO        AAA
  2003-A2    II-A-3, II-A-3-IO, II-A-4, II-A-4-IO      AAA
  2003-A2    I-M1, II-M1                               AA
  2003-A2    I-M-2, II-M-2                             A
  2003-A2    I-M-3, II-M-3                             BBB
  2003-A2    I-B-1, II-B-1                             BB
  2003-A2    I-B-2, II-B-2                             B
  2003-A4    I-A, II-A, III-A, IV-A, II-A-IO           AAA
  2003-A4    M-1                                       AA
  2003-A4    M-2                                       A
  2003-A4    M-3                                       BBB
  2003-A4    B-1                                       BB
  2003-A4    B-2                                       B
  2003-A5    I-A, II-A-2, II-A-3, II-A-4, II-A-5       AAA
  2003-A5    II-A-6, II-A-7, II-A-IO                   AAA
  2003-A5    M-1                                       AA
  2003-A5    M-2                                       A
  2003-A5    M-3                                       BBB
  2003-A5    B-1                                       BB
  2003-A5    B-2                                       B
  2003-A6    I-A, II-A                                 AAA
  2003-A6    M-1                                       AA
  2003-A6    M-2                                       A
  2003-A6    M-3                                       BBB
  2003-A6    B-1                                       BB
  2003-A6    B-2                                       B
  2003-HE1   A-1, A-2A, A-2B, S                        AAA
  2003-HE1   M-1                                       AA+
  2003-HE1   M-2                                       A+
  2003-HE1   M-3                                       A
  2003-HE1   B-1                                       BBB+
  2003-HE1   B-2                                       BBB
  2003-HE1   B-3                                       BBB-
  2003-OPT1  A-1, A-2, A-3, S                          AAA
  2003-OPT1  M-1                                       AA+
  2003-OPT1  M-2                                       AA
  2003-OPT1  M-3                                       A+
  2003-OPT1  B-1                                       A-
  2003-OPT1  B-2                                       BBB
  2003-OPT1  B-3                                       BBB-
  2003-WMC1  A-1, A-2, S                               AAA
  2003-WMC1  M-1                                       AA
  2003-WMC1  M-2                                       A
  2003-WMC1  B-1                                       BBB
  2003-WMC1  B-2                                       BBB-
  2003-WMC2  A-1, A-2                                  AAA
  2003-WMC2  M-1                                       AA+
  2003-WMC2  M-2                                       A+
  2003-WMC2  B-1                                       BBB+
  2003-WMC2  B-2                                       BBB
  2003-WMC3  A-1, A-2, S                               AAA
  2003-WMC3  M-1, M-2                                  AA+
  2003-WMC3  M-3                                       A+
  2003-WMC3  M-4                                       A-
  2003-WMC3  B-1                                       BBB+
  2003-WMC3  B-2                                       BBB
  2003-WMC3  B-3                                       BBB-
  2003-A     1A, 2A-1, 2A-2, X-1A, X-2A1, X-2A2        AAA
  2003-A     X-1B, X-2B, X-3B                          AAA
  2003-A     B-1                                       AA+
  2003-A     B-2                                       A+
  2003-A     B-3A                                      BBB+
  2003-A     B-3B                                      BBB
  2003-A     B-4                                       BBB-
  2003-A     B-5                                       BB-
  2003-B     A-1, A-2, X-A-1, X-A-2, X-B               AAA
  2003-B     B-1                                       AA+
  2003-B     B-2                                       A+
  2003-B     B-3                                       BBB+
  2003-B     B-4                                       BBB-
  2003-B     B-5                                       BB-
  2003-C     A-1, A-2, X-A-1, X-A-2, X-A-3, X-B        AAA
  2003-C     B-1                                       AA+
  2003-C     B-2                                       A+
  2003-C     B-3                                       BBB+
  2003-C     B-4                                       BBB-
  2003-C     B-5                                       BB-
  2003-D     A, X-A-1, X-A-2, X-B                      AAA
  2003-D     B-1                                       AA+
  2003-D     B-2                                       A+
  2003-D     B-3                                       BBB+
  2003-D     B-4                                       BBB-
  2003-D     B-5                                       BB-
  2003-E     A-1, A-2, X-A-1, X-A-2, X-B               AAA
  2003-E     B-1                                       AA+
  2003-E     B-2                                       A+
  2003-E     B-3                                       BBB+
  2003-E     B-4                                       BBB
  2003-E     B-5                                       BB
  2003-F     A-1, A-2, A-3, X-A-1, X-A-2, X-B          AAA
  2003-F     B-1                                       AA+
  2003-F     B-2                                       A+
  2003-F     B-3                                       BBB+
  2003-F     B-4                                       BBB
  2003-F     B-5                                       BB
  2003-G     A-1, A-2, A-3, A-4A, A-4B, X-A-1          AAA
  2003-G     X-A-2, X-B                                AAA
  2003-G     B-1                                       AA+
  2003-G     B-2                                       A+
  2003-G     B-3                                       BBB+
  2003-G     B-4                                       BB+
  2003-G     B-5                                       B+
  2003-H     A-1, A-2, A-3A, A-3B, X-A-1, X-A-2, X-B   AAA
  2003-H     B-1                                       AA+
  2003-H     B-2                                       A+
  2003-H     B-3                                       BBB+
  2003-H     B-4                                       BB+
  2003-H     B-5                                       B+
  2004-A1    I-A,II-A-1,II-A-2,II-A-IO,III-A,IV-A      AAA
  2004-A1    M-1                                       AA
  2004-A1    M-2                                       A
  2004-A1    M-3                                       BBB
  2004-A1    B-1                                       BB
  2004-A1    B-2                                       B
  2004-A     A-1, A-2, X-A-1, X-A-2, X-B               AAA
  2004-A     B-1                                       AA+
  2004-A     B-2                                       AA-
  2004-A     B-3                                       A-
  2004-A     B-4                                       BBB-
  2004-A     B-5                                       BB
  2004-B     A-1, A-2, A-3, X-A, X-B                   AAA
  2004-B     B-1                                       AA+
  2004-B     B-2                                       AA-
  2004-B     B-3                                       A-
  2004-B     B-4                                       BBB-
  2004-B     B-5                                       BB
  2004-WMC1  A-1, A-2, S                               AAA
  2004-WMC1  M-1                                       AA+
  2004-WMC1  M-2                                       AA
  2004-WMC1  M-3                                       A+
  2004-WMC1  B-1                                       A
  2004-WMC1  B-2                                       BBB+
  2004-WMC1  B-3                                       BBB-
  2004-WMC1  B-4                                       BB+
  2004-WMC2  A-1, A-2A, A-2B1, A-2B2, S                AAA
  2004-WMC2  M-1                                       AA
  2004-WMC2  M-2                                       A+
  2004-WMC2  M-3                                       A
  2004-WMC2  B-1                                       A-
  2004-WMC2  B-2                                       BBB+
  2004-WMC2  B-3                                       BBB-
  2004-WMC3  A-1, A-2A, A-2B, A-2C, S                  AAA
  2004-WMC3  M-1                                       AA+
  2004-WMC3  M-2                                       AA
  2004-WMC3  M-3                                       A+
  2004-WMC3  B-1                                       A
  2004-WMC3  B-2                                       BBB+
  2004-WMC3  B-3                                       BBB-
  2004-WMC3  B-4                                       BB+


METRIS: S&P Lifts Credit Rating to CCC+ & Says Outlook is Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Metris Cos., Inc., to 'CCC+' from
'CCC.'  The outlook was also revised to positive from stable.
Metris' senior unsecured debt rating was affirmed at 'CCC.'

"The rating action was driven by positive trends in asset quality,
profitability, and capital metrics at the Minnetonka,
Minnesota-based credit card company," said Standard & Poor's
credit analyst Jeffrey Zaun.

Since the ratings were raised to 'CCC' in May 2004, the asset
quality of Metris' securitized receivables has improved to the
extent that the three-month average excess spread in the firm's
master trust has increased to 5.09% in November 2004 from 4.11% in
May 2004.  Thus, the master trust has been releasing cash to the
company.

"Metris' positive outlook is based on the likelihood that improved
asset quality and lower funding costs will enable the firm to
remain profitable in 2005," Mr. Zaun said.  "Our optimism is
tempered by asset quality levels that remain below those of
Metris' peers in the card industry and challenges that management
will face as competitive rivalry intensifies in a consolidating
industry.  Standard & Poor's will closely monitor Metris'
noninterest expenses, its funding cost, its managed asset quality,
and its status vis-a-vis regulators."


MICRON TECH: Moody's Holds Low-B Ratings Due to Operating Results
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Micron
Technology, Inc., reflecting its improved operating results over
the last few quarters and expectations that, while perhaps less
robust, Micron should demonstrate good results over the next year.
The ratings outlook, however, remains negative, driven by
continued concerns of its ability to sustain positive cash flow
from operations after meeting investment requirements.

Ratings affirmed include:

   * Senior Implied rating at Ba3

   * Issuer rating at Ba3

   * Senior unsecured shelf registration rated at (P) Ba3

   * Subordinated shelf registration rated at (P) B2

   * $632 million 2.5% convertible subordinated notes due February
     2010 at B2

   * $210 million 6.5%, junior subordinated notes due September
     2005 at B2

The affirmation reflects Micron's improved performance over the
last several quarters notably in terms of revenue growth,
profitability, and the generation of cash flow from operations.
On a latest twelve-month basis through its first quarter November
2005, Micron's revenue has increased to $4.6 billion from
$3.5 billion, operating profit has increased to $400 million from
negative $780 million, and cash flow from operations has expanded
to $1.2 billion from $440 million.  In addition to good internal
execution:

   (1) good unit growth of PC's (a key driver to Micron's
       performance),

   (2) the continued expansion of megabit consumption per PC unit,
       and

   (3) the improved balancing of overall DRAM sector supply and
       demand has contributed to generally stable pricing, all of
       which have contributed to Micron's improved operating
       results and internal ability to fund necessary investments
       in process technology and manufacturing capacity.

Additionally, Micron continues to slowly expand its product
portfolio to include image sensors, and other forms of non DRAM
memory for key end markets such as digital still cameras and cell
phones.  While Micron's performance will still be driven by its
DRAM activity, this expansion serves to;

   (1) diversify its revenue sources,

   (2) reduce its reliance on the very volatile DRAM product,

   (3) contribute to potential improvement in the intermediate
       term sector supply situation given that, while not
       seamlessly done, the allocation by Micron and other DRAM
       participants of wafer starts from DRAM to non DRAM
       naturally reduces supply in the DRAM market and thus helps
       pricing, and

   (4) reduce overall asset intensity since these newer products,
       while complex can reuse process and capacity investments as
       they tend to require the same elements, but on a slightly
       lagging basis.

The perennial challenge to the highly advanced but largely
commoditized DRAM sector is that it goes through boom and bust
periods driven by the recurring installation and then absorption
of excess production capacity.  Notwithstanding its recently
improved results and the incremental benefits from a gradual
diversification of its product set, the negative outlook reflects
continued concern with respect to its ability to sustain cash flow
from operations sufficient to internally fund necessary
investments in process technology and manufacturing capacity.

While over the last several quarters, in a good external
environment, Micron's internal funding ability has improved, it
still remains negative as of the most recent quarter.  Offsetting
the cash flow burn, the company maintains slightly over $1 billion
of cash and equivalents as of the first quarter ended November
2004 to service $259 million of debt maturities over the next
year, most of which is in September 2005.  A key rating criterion
over the near term will be Micron's ability to demonstrate
continued improvements in operating cash generation after capital
expenditures and the likelihood that such improvement can be
sustained.  To the extent that these conditions are not met, the
rating would likely decline. Conversely, the rating could be
stabilized if the company demonstrates the ability to fund
investment needs with internal cash generation.

Micron Technology, Inc., headquartered in Boise, Idaho, is a
manufacturer of DRAMs, and other memory and semiconductor
components.


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

   * to A3 (from Aa3 on review for downgrade), the U.S.
     $250,000,000 Class A-1L Floating Rate Notes Due February
     2036;

   * to B3 (from Baa3 on review for downgrade), the U.S.
     $25,000,000 Class A-2L Floating Rate Notes Due February 2036;

   * to Caa3 (from B3 on review for downgrade), the U.S.
     $7,375,000 Class B-1A 8.75% Notes Due February 2036; and

   * to Caa3 (from B3 on review for downgrade), the U.S.
     $7,000,000 Class B-1L Floating Rate Notes due February 2036.

This transaction closed on February 8, 2001.

According to Moody's, its rating action results from continuing
deterioration in the weighted average rating factor of the
collateral pool and overcollateralization ratios.  Moody's noted
that, as of the most recent monthly report on the transaction, the
weighted average rating factor of the collateral pool is 1597
(425 limit) and that about 26% of the collateral pool currently
has a Moody's rating of below Baa3 (5% limit).  Moody's further
noted that despite the partial paydown of the Class A-1L Notes on
the December 8, 2004 Payment Date, the overcollateralization tests
are still in violation: the Class A Overcollateralization Test is
currently at 102.8% (106% covenant) and the Class B
Overcollateralization Test is at 97% (101% covenant).

Rating Action: Downgrade

Issuer: MKP CBO I, Ltd.

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

Prior Rating:      Aa3 (under review for downgrade)

Current Rating:    A3

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

Prior Rating:      Baa3 (under review for downgrade)

Current Rating:    B3

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

Prior Rating:      B3 (under review for downgrade)

Current Rating:    Caa3

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

Prior Rating:      B3 (under review for downgrade)

Current Rating:    Caa3


NATIONAL BENEVOLENT: Fitch Rates Outstanding Debt at Triple-D
-------------------------------------------------------------
Fitch Ratings revised the rating on National Benevolent
Association's -- NBA -- outstanding debt to 'DDD' from 'DD'.  The
ratings of obligations in this category are based on their
prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor.  'DDD' obligations
have the highest potential for recovery, around 90%-100% of
outstanding amounts and accrued interest.  The rating revision is
due to the proposed plan to repay bondholders 100% of principal
plus accrued interest on NBA's outstanding debt.  The repayment
will come from the $210 million sale of NBA's 11 senior living
facilities to Fortress NBA Acquisition LLC.  The proposed plan
still needs to be approved by creditors and other parties, but is
targeted to be in effect on Feb. 28.  NBA has continued to provide
notice of material events and financial information to the
nationally recognized municipal securities information
repositories.

These outstanding debts are rated by Fitch:

     -- $9,650,000 Jacksonville Health Facilities Authority
        Industrial Development revenue bonds (NBA-Cypress Village
        Florida Project), series 2000A;

     -- $10,080,000 Colorado Health Facilities Authority revenue
        bonds (NBA-Village at Skyline Project), series 2000C;

     -- $9,390,000 Colorado Health facilities Authority revenue
        bonds (NBA-Village at Skyline Project), series 1999A;

     -- $3,980,000 Oklahoma County Industrial Authority health
        care revenue bonds (NBA - Oklahoma Christian Home
        Project), series 1999;

     -- $2,695,000 Health and Educational Facilities Authority of
        the State of Missouri health facilities refunding and
        improvement revenue bonds (NBA - Central Office Project),
        series 1999;

     -- $15,145,000 Colorado Health Facilities Authority health
        facilities revenue bonds (NBA - Village at Skyline
        Project), series 1998B;

     -- $10,715,000 Colorado Health Facilities Authority health
        facilities refunding revenue bonds (NBA - Multistate
        Issue), series 1998A;

     -- $5,935,000 Iowa Finance Authority health facilities
        revenue bonds (NBA - Ramsey Home Project), series 1997;

     -- $2,235,000 Oklahoma County Industrial Authority health
        care refunding revenue bonds (NBA - Oklahoma Christian
        Home Project), series 1997;

     -- $2,160,000 Health and Educational Facilities Authority of
        the State of Missouri health facilities revenue bonds (NBA
        - Woodhaven Learning Center Project), series 1996A;

     -- $625,000 Colorado Health Facilities Authority tax-exempt
        health facilities revenue bonds (NBA - Colorado Christian
        Home Project), series 1996A;

     -- $2,650,000 Illinois Development Finance Authority health
        facilities revenue bonds (NBA - Barton W. Stone Christian
        Home Project), series 1996;

     -- $4,485,000 Colorado Health Facilities Authority tax-exempt
        health facilities revenue bonds (NBA - Village at Skyline
        Project), series 1995A;

     -- $4,655,000 Jacksonville, Florida Health Facilities
        Authority industrial development revenue bonds (NBA -
        Cypress Village Florida Project), series 1994;

     -- $3,645,000 Health and Educational Facilities Authority of
        the State of Missouri Health facilities revenue bonds (NBA
        - Lenoir Retirement Community Project), series 1994;

     -- $8,015,000 Jacksonville Health Facilities Authority
        industrial development revenue bonds (NBA - Cypress
        Village Florida Project), series 1993;

     -- $23,950,000 Jacksonville Health Facilities Authority
        revenue refunding bonds (NBA - Cypress Village Florida
        Project), series 1992;

     -- $22,590,000 City of Indianapolis, Indiana economic
        development refunding and improvement revenue bonds (NBA -
        Robin Run Village Project), series 1992;

     -- $4,485,000 Industrial Development Authority of Cass
        County, Missouri industrial revenue refunding bonds (NBA -
        Foxwood Springs Living Center Project), series 1992;

     -- $1,850,000 Bexar County, Texas  Health Facilities
        Development Corp. tax-exempt health facilities revenue
        bonds (NBA - Patriot Heights Project), series 1992B.


NORTEL NETWORKS: Files Restated 2003 Annual Report
--------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) has completed
filing its audited financial statements for the year 2003 prepared
in accordance with United States and Canadian generally accepted
accounting principles, and related Annual Report on Form 10-K and
corresponding Canadian filings.  The 2003 Annual Reports reflect
the restatement of the years ended 2001 and 2002, and the revision
of previously announced results for the year ended 2003.

"With the completion of our restatements we have a solid
foundation on which to move forward with our business," said Bill
Owens, president and chief executive officer.  "I want to thank
all our employees and partners, who have tirelessly dedicated
their time and efforts.  The restatement has been a monumental
task, both complex and demanding.  I also want to thank our
customers for their consistent support that has allowed us to
maintain our business and strong financial position during this
time and continue our expansion in critical markets.  We are
well-positioned for the future with an extensive global presence."

"We have a number of important initiatives we expect to announce
in the near future including those focusing on Asia and China, and
those associated with converged, solutions-oriented networks,"
continued Mr. Owens.  "We also expect to make announcements
regarding our progress in important new areas of business such as
security and Federal solutions.  We are committed to continued
innovation leadership through our strong investment in R&D.  We
are focused on cash, cost and revenue to ensure our business model
better serves our targeted operating performance.  I am pleased
with our cash performance in Q4, 2004 and we enter 2005 in a
strong position."

               Audit Committee Independent Review

The independent review examined the facts and circumstances
leading to the earlier restatement of the Company's and Nortel
Networks Limited's financial results for 2002, 2001 and 2000 and
the first two fiscal quarters of 2003 (which independent review
was later extended to cover the balance of 2003).  The Audit
Committee initiated this review to gain a full understanding of
the events that caused significant excess liabilities being
carried on the Company's balance sheet that needed to be restated
and to recommend to the Board of Directors the adoption of
necessary remedial measures to address personnel, internal
control, compliance and discipline issues. In carrying out this
task, the Audit Committee was assisted by the law firm of Wilmer
Cutler Pickering Hale and Dorr LLP and the forensic accounting
firm of Huron Consulting Services LLC.

As discussed in the accompanying summary, the independent review
has resulted in extensive recommendations by the Audit Committee
for remedial measures that are intended to prevent the recurrence
of the inappropriate accounting conduct that gave rise to the
restatement, to rebuild the Company's finance environment based on
principles of transparency and integrity, and to ensure sound
financial reporting and comprehensive disclosure.  The Board of
Directors has adopted these recommendations in their entirety and
instructed management to develop a detailed plan and timetable for
their implementation, which will be monitored by the Board.

"My fellow board members and our Nortel management team have been
dedicated to the long term best interests of the Company and its
shareholders and to conducting our activities with the utmost
transparency and integrity," said L.R. Wilson, chairman, Board of
Directors.  "While this has been a challenging period, the outcome
of the independent review is a set of comprehensive
recommendations that will leave the Company stronger and better
served in the future."

In light of the substantial revenue adjustments required to be
made in the restatement due to accounting errors related to
revenue recognition, the Audit Committee has determined to review
the facts and circumstances leading to the restatement of this
revenue for specific identified transactions.  The review will
have a particular emphasis on the underlying conduct that led to
the initial recognition of these revenues.  The Audit Committee
wants a full understanding of the historic events that required
the revenue for these specific transactions to be restated and to
develop any additional remedial measures, including those
involving internal controls and processes.  Wilmer Cutler
Pickering Hale and Dorr LLP will be assisting the Audit Committee
with this review.

As a matter of corporate leadership and integrity, twelve senior
executives of Nortel's core executive leadership team have
voluntarily undertaken to pay to the Company over a three year
period the amount of their Return to Profitability bonuses awarded
in 2003 (net of tax withheld at source) aggregating the equivalent
of approximately US$8.6 million, and to disclaim any potential
award of the remaining two installments of the 2003 Restricted
Stock Unit Plan, in each case regardless of whether the
profitability metrics for these bonuses or awards were met on a
restated basis.  While none of these executives was found to have
been directly involved in the inappropriate provisioning conduct,
these members of the core executive team share the Board's deep
disappointment over the circumstances that led to the restatement.

"These voluntary actions reflect the strength of character and
quality of leadership of Nortel's core executive team," said Mr.
Owens.  "These actions are a tangible demonstration of senior
management's commitment to Nortel."

Further, the Board has cancelled the remaining two installments
for all eligible employees under the 2003 Restricted Stock Unit
Plan.

                    Nortel Networks Limited
                     2004 Quarterly Filings

The Company expects that its principal operating subsidiary,
Nortel Networks Limited -- NNL, will file shortly its audited
financial statements for the year 2003 prepared in accordance with
United States and Canadian generally accepted accounting
principles, and related Annual Report on Form 10-K and
corresponding Canadian filing.  Mr. McCormick and Mr. Pearce have
also been appointed to the NNL Board of Directors, effective upon
the completion of these filings.

Further, the Company expects that it and NNL will file their
unaudited financial statements for the first and second quarters
of 2004, and related periodic reports, before the end of January
2005 and follow as soon as practicable thereafter with the filing
of their unaudited financial statements for the third quarter of
2004 and related periodic reports.


Nortel Networks is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries. For more
information, visit Nortel on the Web at http://www.nortel.com/
For the latest Nortel news, visit http://www.nortel.com/news

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services placed its B-/Watch Developing
credit rating on Nortel Networks Lease Pass-Through Trust
certificates series 2001-1 on CreditWatch with negative
implications.

The rating on the pass-through trust certificates is dependent
upon the ratings assigned to Nortel Networks, Ltd., and ZC
Specialty Insurance, Co.  This CreditWatch revision follows the
Dec. 3, 2004, withdrawal of the ratings assigned to ZC Specialty
Insurance, Co. Previously, the rating had a CreditWatch developing
status due to the CreditWatch developing status on the rating
assigned to Nortel.

The pass-through trust certificates are collateralized by two
notes that are secured by five single-tenant, office/R&D buildings
that are leased to Nortel ('B-').  Nortel guarantees the payment
and performance of all obligations of the tenant under the leases.
The lease payments do not fully amortize the notes.  A surety bond
from ZC Specialty Insurance Co. insures the balloon amount.

The notes mature in August 2016, at which time a final principal
payment of $74.7 million is due.  If this amount is not repaid,
the indenture trustee can obtain payment from the surety, provides
certain conditions are met.

The notes will remain on CreditWatch while Standard & Poor's
examines the impact of the withdrawal of the ratings on ZC
Specialty Insurance Co.


NORTEL NETWORKS: Names Shepard Chief Ethics & Compliance Officer
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) appointed Susan E.
Shepard to the recently created position of Chief Ethics and
Compliance Officer reporting to the chairman of the Board and the
president and chief executive officer effective February 21, 2005.
Over the course of her career, Ms. Shepard has served in a number
of positions specifically related to ethics and compliance.  Ms.
Shepard has been a Commissioner for the New York State Ethics
Commission since May 2003.  In addition, prior to becoming engaged
in private practice in 1997, Ms. Shepard was Commissioner of
Investigation for New York City (1990 to 1994), Chief Counsel to
the New York State Commission of Investigation (1986 to 1990), and
an Assistant United States Attorney for the Eastern District of
New York (1976 to1986).

                         Board Renewal

Board renewal has been an important focus throughout 2003 and
2004.  Following a search initiated in 2003, Nortel's Board of
Directors was strengthened by two additions in the first half of
2004, Dr. Manfred Bischoff and the Hon. John Manley, each of whom
will be standing for election as Directors at Nortel's upcoming
Annual Shareholders' Meeting in 2005.

"The regular rotation of directors provides an appropriate balance
of renewal with continuity and orderly succession," said L.R.
Wilson, chairman, Board of Directors. "Given we were unable to
hold a shareholders' meeting in 2004, the Board felt it essential
that the process be accelerated at the upcoming Meeting.
Accordingly, after discussions with the Board, five directors,
including myself, all initially elected to the Board between 1991
and 1997, have decided not to stand for re-election."

In addition to Mr. Wilson, the four other retiring directors are
L. Yves Fortier, Sherwood Smith, Jr., Guylaine Saucier and the
Hon. James Blanchard.

The Board of Directors has appointed two additional directors to
the Board of Nortel Networks Corporation:

   * Richard McCormick
     Former Chairman and Chief Executive Officer of U S WEST

            -- and --

   * Harry Pearce
     Retired Chairman of Hughes Electronics Corporation
     Retired Vice Chairman of General Motors.

"I have had the privilege of serving on the boards of a number of
public companies and I have never seen a board - or more
specifically a Chairman - more committed to doing the right thing
for a company and its shareholders," said Mr. Owens. "On behalf of
the Company, I want to thank Red Wilson and Messrs.  Fortier,
Smith and Blanchard and Mrs. Saucier for their decisive actions in
stewarding Nortel through this very challenging period.  On behalf
of Nortel, I also want to welcome Messrs. McCormick and Pearce.
The caliber of these individuals and their breadth of experience
will be great assets in building on the fine work of their
predecessors."

In addition to the appointment of Messrs. McCormick and Pearce,
John MacNaughton, who will be retiring later this month as the
President and Chief Executive Officer of the Canada Pension Plan
Investment Board, will be nominated for election to the Board at
the Meeting.

The Board of Directors expects to nominate additional candidates
in the proxy circular for the next Meeting.

Nortel Networks is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries. For more
information, visit Nortel on the Web at http://www.nortel.com/
For the latest Nortel news, visit http://www.nortel.com/news

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services placed its B-/Watch Developing
credit rating on Nortel Networks Lease Pass-Through Trust
certificates series 2001-1 on CreditWatch with negative
implications.

The rating on the pass-through trust certificates is dependent
upon the ratings assigned to Nortel Networks, Ltd., and ZC
Specialty Insurance, Co.  This CreditWatch revision follows the
Dec. 3, 2004, withdrawal of the ratings assigned to ZC Specialty
Insurance, Co. Previously, the rating had a CreditWatch developing
status due to the CreditWatch developing status on the rating
assigned to Nortel.

The pass-through trust certificates are collateralized by two
notes that are secured by five single-tenant, office/R&D buildings
that are leased to Nortel ('B-').  Nortel guarantees the payment
and performance of all obligations of the tenant under the leases.
The lease payments do not fully amortize the notes.  A surety bond
from ZC Specialty Insurance Co. insures the balloon amount.

The notes mature in August 2016, at which time a final principal
payment of $74.7 million is due.  If this amount is not repaid,
the indenture trustee can obtain payment from the surety, provides
certain conditions are met.

The notes will remain on CreditWatch while Standard & Poor's
examines the impact of the withdrawal of the ratings on ZC
Specialty Insurance Co.


NOVA CHEMICALS: To Webcast 4th Qtr. Earnings Result on Jan. 26
--------------------------------------------------------------
NOVA Chemicals (NYSE:NCX)(TSX:NCX) will release its fourth quarter
earnings results on Jan. 26, 2005 at 7:30 a.m. PST.  A conference
call to discuss the Company's financial results will be on the
same day, at 1:00 p.m. EST.  To access the live webcast, dial 416-
405-9328, or visit http://www.vcall.com/(ticker symbol NCX) or go
to the Company's website at http://www.novachemicals.com/
(Investor Relations -- Events/Presentations -- 2004 Fourth Quarter
Earnings Report Conference).  A replay of the conference call will
be available at 416-695-5800 (passcode #3099729) through
Wednesday, Feb. 2, 2005.

                        About the Company

NOVA Chemicals -- http://www.novachemicals.com/-- produces
ethylene, polyethylene, styrene monomer and styrenic polymers,
which are used in a wide range of consumer and industrial goods.
NOVA Chemicals manufactures its products at 18 operating
facilities located in the United States, Canada, France, the
Netherlands and the United Kingdom. The company also has five
technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol NCX.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
petrochemicals producer Nova Chemicals Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit and senior unsecured debt ratings on
Nova.


NRG ENERGY: Inks Pact with New York to Reduce Emissions
-------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) has reached an agreement with the
State of New York and the New York Department of Environmental
Conservation to reduce levels of sulfur dioxide by over 86 percent
and nitrogen oxide by over 80 percent in aggregate at its Huntley
and Dunkirk facilities in Western New York.

"This milestone agreement signifies NRG's commitment to the State
of New York and the environment - it delivers many benefits to the
State and its residents, including a faster reduction in emissions
than might have otherwise occurred with federal or state
legislation," said David Crane, President and Chief Executive
Officer.  "NRG is committed to the communities where we live and
do business and has worked constructively with New York's Office
of the Governor, the Attorney-General and the DEC to achieve major
environmental improvements.  The settlement provides us with the
regulatory certainty that we need to ensure these plants continue
to meet consumer demand for electricity, in an environmentally
sound manner, into the next decade."

To meet the requirements of this settlement, NRG will retire units
63 and 64 at its Huntley facility after receiving the appropriate
regulatory approvals.  Units 65 and 66 will be retired eighteen
months later.  NRG also has agreed to limits on the transfer of
certain federal SO2 allowances.  The agreed upon emissions
reductions will occur progressively over the next eight years.

"NRG's Huntley and Dunkirk plants play a critical role in
providing competitively priced and reliable electric power to the
region and we are proud that we can achieve this in an
environmentally responsible manner," said Caroline Angoorly, NRG
Vice President, Environmental & New Business.

The agreement resolves a lawsuit brought by the State of New York
for alleged noncompliance with the Clean Air Act.  The lawsuit
arose out of a Notice of Violation (NOV) issued by the DEC for
alleged non-compliance with New Source Review regulations that
occurred before NRG's acquisition of the facilities.

NRG purchased the Huntley and Dunkirk Generating Stations from
Niagara Mohawk in June of 1999.  Dunkirk Station, a four-unit, 600
MW plant, is located 55 miles southwest of Buffalo, New York.
Huntley Station, located three miles north of Buffalo is comprised
of six units with a total generating capacity of 760 MW.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  The outlook is stable.

The proceeds of the preferred stock issuance will be used to
redeem a portion of NRG's outstanding second priority notes due
2013. In addition, NRG will repurchase 13 million shares of
common stock held by investment partnerships managed by
MatlinPatterson Global Advisors LLC using available cash.

NRG, previously a 100% owned subsidiary of Xcel Energy Inc.,
emerged from bankruptcy on Dec. 5, 2003, and has operated for one
year.  It is engaged in the ownership and operation of power
generating facilities, primarily in the U.S. merchant power
market, thermal production and resource recovery facilities, and
various international independent power producers.

"NRG has benefited in the past year from high natural gas prices,
which have allowed it to maintain high gross margins," said credit
analyst Arleen Spangler. "There is little room for a ratings
upgrade in the near term based on the high business risk of
operating as predominantly a merchant generator where cash flows
may be volatile."


OWENS CORNING: Overview of the Asbestos Claims Estimation Trial
---------------------------------------------------------------
Owens Corning has proposed a plan of reorganization under which it
can emerge from chapter 11 free from asbestos-related liabilities.
The current draft is labeled a Proposed Fourth Amended Joint Plan
of Reorganization and dated October 24, 2003.  Owens Corning
intends to redraft the Fourth Amended Plan to incorporate a June
2004 Agreement in Principle among the Company, its Official
Committee of Asbestos Claimants, the Legal Representative for the
class of future asbestos claimants, and the official
representatives of the Company's pre-petition bondholders and
trade creditors.  That Agreement in Principle provides that all
holders of bonds, bank debt and senior trade debt recover a basket
of cash, new notes and new stock equal to 38.5% of their claims
when Owens Corning emerges from Chapter 11.  The deal described in
the Agreement in Principle is built around these cornerstones:

     (A) Substantive Consolidation:

         The Agreement in Principle and the Plan call for
         the substantive consolidation of Owens Corning and
         certain of its direct and indirect subsidiaries (but not
         the Fibreboard Settlement Trust for the purposes of
         voting, determining which claims and interests will be
         entitled to vote to accept or reject the Plan,
         confirmation of the Plan, and the resultant discharge of
         and cancellation of claims and interests and
         distribution of assets, interests and other property
         under the Plan.  On October 5, 2004, Judge Fullam issued
         a Memorandum and Order Concerning Substantive
         Consolidation that granted the Debtors' motion for
         substantive consolidation and ordered that counsel for
         the participating parties meet for the purpose of
         attempting to achieve an agreed-upon plan of
         reorganization.  On October 13, 2004, the holders of the
         debt under the Pre-Petition Credit Facility filed an
         appeal of the Memorandum and Order with the Third
         Circuit.  On November 2, 2004, the Debtors, the Official
         Committee of Asbestos Claimants, the Legal
         Representative for the class of future asbestos
         claimants, and the official representatives of the
         Company's pre-petition bondholders and trade creditors
         filed a joint motion to dismiss the appeal on the
         grounds that the Memorandum and Order is interlocutory
         (meaning it's not a final judgment) and can't be
         appealed until after a chapter 11 plan is confirmed.

     (B) $16 Billion Minimum Value of Asbestos-Related Claims:

         The Agreement in Principle and the Plan require the
         Court to find that the value of Owens Corning's present
         and future liability on account of asbestos-related
         personal injury claims is no less than $16 billion.  On
         August 19, 2004, Judge Fullam scheduled a claims
         estimation hearing to begin on January 13, 2005.  The
         purpose of the claims estimation hearing is to establish
         the amount of current and future asbestos liability to
         be allowed in the Chapter 11 Cases.  If the Court finds
         that the value is less than the agreed $16 billion
         amount that the Official Committee of Asbestos Claimants
         and the Legal Representative for the class of future
         asbestos claimants have established, the asbestos
         constituencies have the right, under the Agreement in
         Principle, to withdraw their support of the Plan.

     (C) Non-Asbestos Related Claims totaling:

            Bond debt                          $1,389,000,000
            Senior Trade & Unsecured claims       265,000,000
            Bank debt                           1,472,000,000
            Junior Trade & Unsecured claims       109,000,000
                                               --------------
                                               $3,235,000,000

     (D) Enterprise value equal to $3.9 billion; and

     (E) Distributions to creditors consisting of:

            Cash                                 $562,000,000
            New Debt                            1,260,000,000
            New Equity                          2,400,000,000
                                               --------------
                                               $4,222,000,000

A full-text copy of the Fourth Amended Plan is available at no
charge at:


http://www.sec.gov/Archives/edgar/data/75234/000095017203003123/balt776357.txt

A full-text copy of the Fourth Amended Disclosure Statement is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/75234/000095017203003123/balt776351ds.txt

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

   http://www.sec.gov/Archives/edgar/data/75234/000119312504131427/dex2.htm


           ASBESTOS PERSONAL-INJURY CLAIMS VALUATION

                         Pick a Number

The current question before Judge Fullam is what's the value of
Owens Corning's present and future liability on account of
asbestos-related personal injury claims?  The parties ask Judge
Fullam to rule that the $16 billion number ascribed to the
company's liability for asbestos-related personal injury claims is
too high, on the mark or too low, or can't be determined without
more information.

                      $16 Billion Minimum

Owens Corning and the signatories to the Agreement in Principle
ask Judge Fullam to find that the value of the company's liability
is no less than $16 billion.  Owens Corning has cut a deal with
every constituency except the Banks and a group of dissident
bondholders that culminates in a plan of reorganization the
Company thinks will pass each of the 13 standards for confirmation
under 11 U.S.C. Sec. 1129, and can be confirmed over those two
creditor groups' objections.  Owens Corning is in the position
that, frankly, it doesn't care what the right number is.  Owens
Corning will plug any number equal to or greater than $16 billion
into its Plan, hold the signatories to the Agreement in Principle
to that settlement pact, and push the plan through the
confirmation process.

Owens Corning, in fact, believes that any plan delivering more
than a 13% distribution to unsecured creditors that has the
support of its asbestos constituencies is confirmable over the
objection of its commercial creditors.  In a best-case
hypothetical chapter 7 liquidation, Owens Corning estimates in the
Fourth Amended Disclosure Statement that its estates would reduce
to a $1.6 billion to $1.7 billion pile of cash.  That would
deliver a 13% dividend to unsecured creditors.  Because the Plan
does not contemplate any distribution to existing Owens Corning
shareholders and treats all unsecured creditors equally, any deal
delivering more than 13% to unsecured creditors is confirmable
under 11 U.S.C. Sec. 1129 whether commercial creditors vote to
accept or reject the proposal.

                     $18.6 Billion or More

Dr. Mark A. Peterson, the Official Committee of Asbestos
Claimants' asbestos claims valuation expert, says that, as of
October 5, 2000 (the date Owens Corning filed for chapter 11
protection):

    * the present value of Owens Corning's liability for present
      and future asbestos-related bodily injury claims was $11.1
      billion; and

    * the present value of Fibreboard's liability for present and
      future asbestos-related bodily injury claims was
      $7.7 billion.

The Official Committee of Asbestos Claimants is expected to argue
that the $16 billion number is a painful compromise of the real
$18.6 billion liability as of four years ago and something larger
than that today, and, in all events, multiples of Owens Corning's
asset base and enterprise value.  That stratospheric valuation,
right, wrong or otherwise, renders the Debtors hopelessly
insolvent and means the asbestos claimants' take the largest slice
of the pie.

Dr. Peterson brings 20 years of mass tort litigation experience,
having served as an expert or consultant to tort claimants'
committees for The Babcock & Wilcox Company, Pittsburgh Corning
Corporation, Armstrong World Industries Inc., Burns & Roe
Enterprises Inc., G-I Holdings Inc., W.R. Grace & Company, United
States Gypsum Corporation, Dow Corning, Raytech Corporation,
Fuller Austin Insulation Company Inc., H.K. Porter Company Inc.,
and six other Chapter 11 restructurings.  In addition, he has also
rendered consultancy services to the Manville Personal Injury,
Eagle-Picher, Celotex and H.K. Porter Asbestos Trusts and other
claims resolution settlement trusts.  Through his firm, Legal
Analysis Systems, Dr. Peterson commands $600 an hour for his
services.

                    $13.1 to $18.2 Billion

James J. McMonagle, the Legal Representative for Future Claimants,
hired Dr. Francine F. Rabinovitz, at Hamilton, Rabinovitz &
Alschuler, Inc., as his expert to value the Debtors' pending and
future asbesots-related personal injury liability.  Dr. Rabinovitz
concludes that:

     * Owens Corning's liability falls between $8.2 billion and
       $10.7 billion and

     * Fibreboard's liability falls between $4.9 billion and
       $7.5 billion

                      $7.4 Billion or Less

The Ad Hoc Committee of Bondholders directs Judge Fullam's
attention to a report prepared for the Debtors by Thomas E.
Vasquez, Ph.D.  On the Debtors' behalf, at the request of
Debevoise & Plimpton, Dr. Vasquez prepared a report on _____ __,
200_, estimating the Debtors' asbestos-related liability for the
period from October 5, 2000 through 2049, at:

              Summary of the Total Cost Necessary
            to Resolve All Future Claims to be Filed
             Against Owens Corning and Fibreboard
                   (in Billions of Dollars)

                                Low Estimate     High Estimate
                              ----------------  ----------------
                              Nominal  Present  Nominal  Present
                               Value    Value    Value    Value
                              -------  -------  -------  ------
     Owens Corning              $4.2    $2.0      $6.9    $3.2
     Fibreboard                  2.9     1.3       5.1     2.3
     Administrative
        & Defense Costs          0.3     0.1       0.3     0.1
                              -------  -------  -------  ------
                                $7.4    $3.5     $12.2    $5.7

Pending claims against Owens Corning, which the Debtors have
separately valued at $1.4 billion to $1.7 billion, must be added
to Dr. Vasquez's estimates of future claims to tabulate total
asbestos-related liability.

Dr. Vasquez bases his estimates on negotiated settlement amounts
for future claims agreed to under the National Settlement Program
and other historical data obtained from the Debtors.  Dr. Vasquez
employs a valuation methodology similar to the methodology used by
Drs. Peterson and Rabinovitz.

The Bondholders make their position clear to Judge Fullam: they
despise the Plan.  They contend that the Plan can't be confirmed
over their dissent because it unfairly discriminates against them
and is inequitable because it provides for an unreasonably low
$3.9 billion enterprise value and an unfathomable $16 billion
valuation of the Debtors' asbestos-related liability.  The
Bondholders assert the $16 billion estimate is an unsupportable,
fictitious number backed into so that the Plan Proponents can
allocate a disproportionate percentage of the estate to asbestos
claimants.  The Bondholders observe that the $16 billion number
is:

     * nearly triple the amount reported by the Debtors in their
       2004 SEC filings; and

     * more than four times the value of asbestos liabilities
       disclosed by the Debtors in their pre-petition SEC
       filings.

The Bondholders say Dr. Vasquez's $5.7 billion estimate is
artificially inflated.  The Bondholders tell Judge Fullam that
they are aligned with the Banks in the Estimation Proceeding and
support the Banks' argument that the liability is far less than
the negotiated $16 billion amount underpinning the Agreement in
Principle.

                     $1.3 to $2.5 Billion

Credit Suisse First Boston, as Agent for Owens Corning's
prepetition lending consortium, arguez that the value of Owens
Corning's asbestos-related liability is a fraction of what Drs.
Peterson, Rabinovitz and Vasquez think.

CSFB has retained Dr. Frederick C. Dunbar as its asbestos claims
valuation expert.  Dr. Dunbar is Senior Vice President at National
Economic Research Associates, Inc., and has been involved in
estimating mass tort liability in Combustion Engineering, Inc.;
The Babcock & Wilcox Company, et al.; National Gypsum Company;
Robert A. Falise, et al., v. The American Tobacco Company, et al.;
Pacific Gas & Electric Company; Johns-Manville Corporation and Dow
Corning Corporation.

Dr. Dunbar is prepared to testify that Owens Corning's and
Fibreboard's present and future asbestos-related personal injury
liability:

     * has a net present value of $1.3 billion to $1.6 billion;
       and

     * has a nominal value of $2.1 billion to $2.5 billion.

Dr. Dunbar's computation excludes $439 million of liability
associated with contract claims.

                What Drives the Different Valuations

Drs. Peterson and Rabinovitz, the asbestos claimants' experts,
rely on epidemiological forecasts of cancer deaths attributed to
asbestos exposure to extrapolate the number of future claims.
Their estimates of future nonmalignant claims are calculated by
applying a multiple to the number of projected cancer claims.
These numbers of future claims are then multiplied by estimates
about a claimants' propensity to sue Owens Corning based on
historical data.  The number of future claims is then multiplied
(on a disease-class-by-disease-class basis) by Owens Corning's
historical settlement payments to claimants, inflated for
increases in the cost of living over time, and the sum of all of
that is discounted to present value.

Dr. Dunbar, the Banks' asbestos valuation expert, starts his
analysis using epidemiological forecasts similar to his
colleagues'.  Dr. Dunbar's lower valuation is the result of using
lower multiples, higher discount rates, and restricting payments
to claimants who can demonstrate that they are sick or were
actually exposed to Owens Corning's products.

The asbestos constituencies argue that a claim in a bankruptcy
case is determined based on a creditor's right to payment under
applicable substantive non-bankruptcy law.  The asbestos
constituencies say that this hornbook principle means that the
estimation must approximate as reliably as possible the likely
amounts that Owens Corning would, but for its bankruptcy filing,
have had to pay to dispose of claims brought against it in the
tort system.  This, the asbestos constituencies argue, is what the
law requires and what's been done in every mass-tort bankruptcy to
date.

The Banks, in turn, argue that people who aren't sick or can't
demonstrate that they were ever exposed to the Debtors' products
don't have valid claims in a bankruptcy case and their claims in
bankruptcy must be disallowed.

The Banks tells Judge Fullam that Dr. Peterson's forecast of Owens
Corning's future asbestos liabilities "is merely a mechanical
exercise in arithmetic, cloaked in complicated statistical jargon
and a plethora of charts and graphs."  The asbestos constituencies
charge that Dr. Dunbar's uses junk science estimates based on
improper assumptions that use arbitrary criteria he created to
arrive at conclusions about what he thinks should happen in a
bankruptcy case rather than what the law requires.

The Bondholders intend to present evidence at the Estimation
Hearing to convince Judge Fullam that the Debtors' settlement
history alone does not tell the true story of the Debtors'
asbestos-related liabilities and that more information is
necessary.

In the tort system, Owens Corning says it and other asbestos
defendants tried to address the problem of unimpaired cases by
taking the medical weaknesses of the claims into account during
settlement negotiations.  Contrary to the Bank Debt Holders'
arguments, Owens Corning tells Judge Fullam, these unimpaired
cases cannot simply be cut out of the estimation.  Owens Corning
says these cases' strengths and weaknesses have already been
factored into the Debtors' overall settlement history.

Owens Corning explains that the current $3.6 billion reserve on
its financial statements is based on a valuation of pending cases
calculated in-house by Mark Mayer, the Company's Vice President
for Corporate Accounting and External Reporting based, in part, on
Dr. Vasquez's work.  Consistent with generally accepted accounting
principles, Mr. Mayer selected the low point in the range of those
reasonable estimates.  Financial reserves established under GAAP
require the estimation of "probable and reasonably estimable"
contingent liabilities.  In practice, that means forecasting
liabilities a few years into the future and allows companies to
select the low point in a range of reasonable estimates.  GAAP has
nothing to do with estimating a debtor's total present and future
liabilities in a chapter 11 proceeding in accordance with Sec. 502
of the Bankruptcy Code to meet the requirements of Secs. 524(g)
and 1129 of the Bankruptcy Code, the Debtors argue.  Owens Corning
notes that it's always indicated in its SEC filings that other
reasonable estimates could exist and that those estimates could be
substantially higher than $3.6 billion.

The Banks provide Judge Fullam with a handy chart showing the high
end of the four experts' average forecast claim values:

     Disease Level     Dunbar     Vasquez  Rabinovitz  Peterson
     -------------     ------     -------  ----------  --------
     Mesothelomia     $134,877   $137,863   $196,664   $185,462
     Lung Cancer        31,858     32,276     38,160     40,883
     Other Cancer       15,494     13,997     15,893     17,471
     Nonmalignant       10,278      8,415      6,427      7,080
     Unimpaired              0      5,870      6,427      7,080

                  Understanding the Economics

The Plan and the Agreement in Principle are the product of a
compromise among the Debtors, the Official Committee of Asbestos
Claimants, the Legal Representative for the class of future
asbestos claimants, and the official representatives of the
Company's pre-petition bondholders and trade creditors.  The
parties' agreement to a fixed 38.5% recovery delivers greater
value to creditors than, based on the economics buried in the
Fourth Amended Plan and Agreement in Principle, they'd receive if
asbestos-related claims were valued at anything less than about $7
billion.

By arguing that the Debtors' asbestos liability is $1.3 to $2.5
billion, the Banks, accordingly (and not accounting for any
compromise of the substantive consolidation ruling), are fighting
for a 70% to 80% recovery on account of their claims rather than
the 38.5% recovery under the existing Plan premised on a minimum
$16 billion value attributable to asbestos-related personal injury
claims.  If Judge Fullam accepts Dr. Peterson's $18 billion to $19
billion valuation, the Banks' recoveries would fall to 17% absent
the deal under the Agreement in Principe, and (again, assuming no
compromise of the substantive consolidation issue) fall further if
Judge Fullam found the value to be higher:

                                                     And a Pro-Rata
           Assuming           And            Then    Distribution to
   Owens' Cornings'   Non-Asbestos Owens Corning's    all Unsecured
   Asbestos-Related         Claims     Total Debts  Creditors Would Be
   Liability Equals          Total           Equal      Equal to
   ----------------  ------------- ---------------  ------------------
       $750,000,000 $3,235,000,000  $3,985,000,000        98%
      1,500,000,000  3,235,000,000   4,735,000,000        82%
      2,250,000,000  3,235,000,000   5,485,000,000        71%
      3,000,000,000  3,235,000,000   6,235,000,000        63%
      3,750,000,000  3,235,000,000   6,985,000,000        56%
      4,500,000,000  3,235,000,000   7,735,000,000        50%
      5,250,000,000  3,235,000,000   8,485,000,000        46%
      6,000,000,000  3,235,000,000   9,235,000,000        42%
      6,750,000,000  3,235,000,000   9,985,000,000        39%
      7,500,000,000  3,235,000,000  10,735,000,000        36%
      8,250,000,000  3,235,000,000  11,485,000,000        34%
      9,000,000,000  3,235,000,000  12,235,000,000        32%
      9,750,000,000  3,235,000,000  12,985,000,000        30%
     10,500,000,000  3,235,000,000  13,735,000,000        28%
     11,250,000,000  3,235,000,000  14,485,000,000        27%
     12,000,000,000  3,235,000,000  15,235,000,000        26%
     12,750,000,000  3,235,000,000  15,985,000,000        24%
     13,500,000,000  3,235,000,000  16,735,000,000        23%
     14,250,000,000  3,235,000,000  17,485,000,000        22%
     15,000,000,000  3,235,000,000  18,235,000,000        21%
     15,750,000,000  3,235,000,000  18,985,000,000        21%
     16,500,000,000  3,235,000,000  19,735,000,000        20%
     17,250,000,000  3,235,000,000  20,485,000,000        19%
     18,000,000,000  3,235,000,000  21,235,000,000        18%
     18,750,000,000  3,235,000,000  21,985,000,000        18%
     19,500,000,000  3,235,000,000  22,735,000,000        17%
     20,250,000,000  3,235,000,000  23,485,000,000        17%
     21,000,000,000  3,235,000,000  24,235,000,000        16%
     21,750,000,000  3,235,000,000  24,985,000,000        16%
     22,500,000,000  3,235,000,000  25,735,000,000        15%
     23,250,000,000  3,235,000,000  26,485,000,000        15%
     24,000,000,000  3,235,000,000  27,235,000,000        14%
     24,750,000,000  3,235,000,000  27,985,000,000        14%
     25,500,000,000  3,235,000,000  28,735,000,000        14%
     26,250,000,000  3,235,000,000  29,485,000,000        13%
     27,000,000,000  3,235,000,000  30,235,000,000        13%
     27,750,000,000  3,235,000,000  30,985,000,000        13%
     28,500,000,000  3,235,000,000  31,735,000,000        12%
     29,250,000,000  3,235,000,000  32,485,000,000        12%
     30,000,000,000  3,235,000,000  33,235,000,000        12%

Of course, any ruling by Judge Fullam that the value of the
asbestos liability is anything less than $16 billion causes the
Agreement in Principle to fall apart by its own terms.

                   Insurance Coverage Issues

Century Indemnity Co., as successor-in-interest to CCI Insurance
Company, as successor-in-interest to Insurance Company of North
America and Central National Insurance Company, is engaged in an
on-going dispute with Owens Corning about whether or not policies
have been exhausted or whether additional coverage is available
under a "non-products" coverage theory.  That theory is built
around an argument that policyholders who have long since
exhausted their asbestos "products" coverage can re-classify their
prior claims as "operations" and then argue that additional
coverage is available.  That dispute, Century tells Judge Fullam,
has no bearing on estimation of the Debtors' asbestos-related
liability.  Century delivered a Motion in Limine to Judge Fullam
asking for a ruling in advance of the estimation hearing that no
discussion of "products" or "non-products" claims will be
entertained and that any evidence about "products" or "non-
products" claim classification is irrelevant to the estimation
proceeding.

                      Trial Starts Today

Judge Fullam has scheduled a seven-day trial to answer the
question of what number appropriately reflects Owens Corning's
asbestos-related liability.  The Trial commences today, Jan. 13,
and is scheduled to run day-to-day through Fri., Jan. 21.

Judge Fullam has indicated that, at this juncture, the historical
data available from Owens Corning's and Fibreboard's asbestos
claims databases and the parties' experience in other asbestos-
related litigation and restructurings, viewed in light of the
expert testimony to be presented by the parties at the claims
estimation hearing "should probably suffice for Claims Estimation
purposes."  If by the end of the hearing Judge Fullam thinks he
needs more information, he'll ask for it at that time.


OWENS CORNING: Index of Key Asbestos Claims Estimation Pleadings
----------------------------------------------------------------
The key pleadings before Judge Fullam in connection with the
estimation of the Debtors' present and future asbestos-related
personal injury liabilities are available to subscribers of OWENS
CORNING BANKRUPTCY NEWS and the TROUBLED COMPANY REPORTER at no
charge:

   1 Motion of the Debtors for Estimation of Present and Future
     Asbestos Personal Injury Liabilities
          http://bankrupt.com/misc/OWCTab1.pdf

   2 Response and Objection of Credit Suisse First Boston, as
     Agent, to Motion of the Debtors for Estimation of Present
     and Future Asbestos Personal Injury Liabilities
          http://bankrupt.com/misc/OWCTab2.pdf

          Exhibit C -- Booklet entitled "Asbestos Litigation and
          Judicial Leadership: The Courts' Duty to Help Solve the
          Asbestos Litigation Crisis" by Griffin B. Bell
          published June 2002
               http://bankrupt.com/misc/OWCTab2C.pdf

          Exhibit D -- Article by Joseph N. Gitlin entitled
          "Comparison of 'B' Readers' Interpretations of Chest
          Radiographs for Asbestos Related Changes published
          August 2004
               http://bankrupt.com/misc/OWCTab2D.pdf

          Exhibit E -- Article by Murray L. Janower, MD, entitled
          "'B' Readers' Radiographic Interpretations in Asbestos
          Litigation: Is Something Rotten in the Courtroom?"
          published August 2004
               http://bankrupt.com/misc/OWCTab2E.pdf

   3 Opposition of the Ad Hoc Committee of Bondholders to
     Debtors' Motion for Estimation of Present and Future
     Asbestos Personal Injury Liabilities
          http://bankrupt.com/misc/OWCTab3.pdf

   4 Order dated August 19, 2004, directing Estimation Hearing
     to commence on Jan. 13, 2005, before Judge Fullam in
     Philadelphia and Memorandum and Order denying CSFB's request
     to delay hearing and obtain a sample of medical records
          http://bankrupt.com/misc/OWCTab4.pdf

   5 Transcript (1 of 2) preceding Judge Fullam's Aug. 19 ruling
     to hold an Estimation Hearing
          http://bankrupt.com/misc/OWCTab5.pdf

   6 Transcript (2 of 2) preceding Judge Fullam's Aug. 19 ruling
     to hold an Estimation Hearing
          http://bankrupt.com/misc/OWCTab6.pdf

   7 Report of Samuel P. Hammar, M.D., on Asbestos-Induced Lung
     and Pleural Disease prepared for the Asbestos Claimants
     Committee concerning the history of asbestos usage and the
     pathology of asbestos-related diseases.
          http://bankrupt.com/misc/OWCTab7.pdf

          Exhibit 1 -- Dr. Hammar's Curriculum Vitae
               http://bankrupt.com/misc/OWCTab7A.pdf

          Exhibit 2 -- Dr. Hammar's List of Trials & Depositions
               http://bankrupt.com/misc/OWCTab7B.pdf

   8 Report prepared by Loreto T. Tersigni, CPA, CFE, on behalf
     of the Asbestos Claimants Committee concerning the discount
     rate that should be used to calculate the present value of
     Owens Corning's asbestos obligations and Mr. Tersigni's
     Resume
          http://bankrupt.com/misc/OWCTab8.pdf

   9 Expert Report prepared by Laura S. Welch, MD, FACP, FACOEM,
     for the Asbestos Claimants Committee concerning the
     diagnosis of asbestos-related diseases and challenging Dr.
     Gary K. Friedman's conclusions
          http://bankrupt.com/misc/OWCTab9.pdf

          Exhibits 1, 2 and 3 -- Dr. Welch's Curriculum Vitae and
          List of trials and depositions
               http://bankrupt.com/misc/OWCTab9A.pdf

          Exhibit 4 -- Charts, graphs and data tables concerning
          asbestosis mortality and morbidity rates and other
          asbestos exposures
               http://bankrupt.com/misc/OWCTab9B.pdf

  10 Report on Owens Corning and Fibreboard Projected Liabilities
     for Asbestos Personal Injury Claims as of October 2000
     prepared for the Asbestos Claimants Committee by Mark A.
     Peterson of Legal Analysis Systems valuing the liability
     north of $18 billion
          http://bankrupt.com/misc/OWCTab10.pdf

  11 Expert Report of James E. Hass of Hamilton, Rabinovitz &
     Alschuler, Inc., for the Future Claimants Representative
     Regarding Interest Rates and Discount Rates for the
     Estimation of Asbestos Personal Injury Liabilities
          http://bankrupt.com/misc/OWCTab11.pdf

  12 Motion by Credit Suisse First Boston, as Agent, for
     Authority to File Under Seal Expert Report of Dr. Joseph N.
     Gitlin, and notice of limited service of a redacted version
     on core parties-in-interest
          http://bankrupt.com/misc/OWCTab12.pdf

  13 Joint Expert Report by Hans Weill, M.D., and Angrew Churg,
     M.D., Ph.D., entitled, "The Asbestos-related Diseases:
     Current and Future Status," prepared for CSFB
          http://bankrupt.com/misc/OWCTab13.pdf

          Exhibit A -- Dr. Weill's Resume, Curriculum Vitae and
          list of 201 publications
               http://bankrupt.com/misc/OWCTab13A.pdf

          Exhibit B -- Dr. Churg's Curriculum Vitae and list of
          more than 250 publications
               http://bankrupt.com/misc/OWCTab13B.pdf

          Exhibit C -- List of Dr. Weill's Trial and Deposition
          Testimony
               http://bankrupt.com/misc/OWCTab13C.pdf

          Exhibit D -- List of Dr. Churg's Trial and Deposition
          Testimony
               http://bankrupt.com/misc/OWCTab13C.pdf

  14 Expert Report by Michelle White, Ph.D., for CSFB, concerning
     the plaintiffs' damage awards based on trail venue and
     consolidation and Dr. White's Curriculum Vitae
          http://bankrupt.com/misc/OWCTab14.pdf

  15 Expert Report by Professor Lester Brickman for CSFB
     concerning the Entrepreneurial Model in asbestos litigation
     and concluding that historical nonmalignant claim filing and
     settlement patterns are not an accurate prediction of future
     asbestos liability
          http://bankrupt.com/misc/OWCTab15.pdf

          Exhibit A -- Statement of Qualifications of Lester
          Brickman
               http://bankrupt.com/misc/OWCTab15A.pdf

  16 Expert Report by Dr. Lee Sider for CSFB concluding that the
     International Labour Organization (ILO) x-ray classification
     system often is used improperly and was never intended as a
     litigation tool
          http://bankrupt.com/misc/OWCTab16.pdf

  17 Expert Report by Frederick C. Dunbar for CSFB estimating
     Owens Corning's and Fibreboard's present and future
     asbestos-related personal injury liability at $1.8 to $2.2
     billion (see Report at 24 and summary in Exhibit 6)
          http://bankrupt.com/misc/OWCTab17.pdf

  18 Expert Report of Gustavo E. Bamberger, Sr. Vice President of
     Lexecon, Inc., on behalf of Century Indemnity Company,
     criticizing Dr. Peterson's future asbestos claims valuation
     methodology and sensitivity analysis
          http://bankrupt.com/misc/OWCTab18.pdf

  19 Report by Dr. Francine F. Rabinovitz on behalf of the Future
     Claimants Representative estimating Owens Corning's pending
     and future asbesots-related personal injury liability at
     $8.2 billion to $10.7 billion and Fibreboard's liability at
     $4.9 billion to $7.5 billion
          http://bankrupt.com/misc/OWCTab19.pdf

  20 Supplemental Report of Dr. Joseph Gitlin on behalf of
     CSFB concerning the protocol used in his most recent study
     and the study on which an article in the August 2004 edition
     of Academic Radiology is based
          http://bankrupt.com/misc/OWCTab20.pdf

  21 Rebuttal Report of Frederick C. Dunbar on behalf of CSFB
     challenging the Asbestos Claimants Committee's experts'
     estimates, and forecasts and projections
          http://bankrupt.com/misc/OWCTab21.pdf

  22 Supplemental Report of Hans Weill, M.D., on behalf of
     CSFB, criticizing Dr. Welch's Expert Report
          http://bankrupt.com/misc/OWCTab22.pdf

  23 Supplemental Report of Lester Brickman, on behalf of CSFB,
     saying that the Trust Distribution Procedures contained in
     the Debtors' Fourth Amended Plan are flawed because they
     fail to recognize only legitimate claims
          http://bankrupt.com/misc/OWCTab23.pdf

  24 Supplemental Report by Mark A. Peterson at Legal Analysis
     Systems, defending his use of data based on Owens Corning's
     actual experience in asbestos litigation to make his
     forecasts and criticizing Dr. Dunbar for applying a set of
     rules that he and his clients favor and produce results that
     are wildly inconsistent with Owens Corning's past experience
          http://bankrupt.com/misc/OWCTab24.pdf

  25 Supplemental Report of Frederick C. Dunbar for CSFB
     estimating the net present value of Owens Corning's and
     Fibreboard's present and future asbestos-related personal
     injury liability at $1.3 billion to $1.6 billion (a nominal
     value of $2.1 billion to $2.5 billion) (excluding $439
     million of liability associated with contract claims)
          http://bankrupt.com/misc/OWCTab25.pdf

  26 Objection and Response of Mark A. Peterson, Ph.D., to the
     Subpoena Issued by Credit Suisse First Boston, as Agent for
     the Bank Group
          http://bankrupt.com/misc/OWCTab26.pdf

  27 Rebuttal Report of Dr. Francine F. Rabinovitz in Connection
     with Asbestos Estimation, on behalf of the Future Claimants
     Representative, criticizing Dr. Dunbar's assumptions,
     contentions, methodology, and conclusions
          http://bankrupt.com/misc/OWCTab27.pdf

  28 Bondholders' Witness List
          http://bankrupt.com/misc/OWCTab28.pdf

  29 Designated Members' Witness List
          http://bankrupt.com/misc/OWCTab29.pdf

  30 Century Indemnity's Witness List
          http://bankrupt.com/misc/OWCTab30.pdf

  31 Plan Proponents' Trial Witness List
          http://bankrupt.com/misc/OWCTab31.pdf

  32 Banks' Trial Witness List
          http://bankrupt.com/misc/OWCTab32.pdf

  33 Plan Proponents' Motion In Limine to Exclude Expert
     Testimony of Dr. Frederick C. Dunbar and Memorandum of Law
     in Support
          http://bankrupt.com/misc/OWCTab33.pdf

  34 Motion of Credit Suisse First Boston, as Agent, for an Order
     Barring the Plan Proponents from Offering Evidence or
     Testimony for the Purpose of Challenging the Statistical
     Validity or Methods or Samples Underlying Medical Reports
     prepared by Dr. Gary K. Friedman, a team at John Hopkins
     Medical Institutions
          http://bankrupt.com/misc/OWCTab34.pdf

  35 CSFB's Conditional Motion In Limine to Exclude Expert
     Testimony of Mark Peterson and Francine Rabinovitz straying
     from the narrow statistical and quantitative analyses
     underlying their forecasts (i.e., CSFB doesn't want Drs.
     Peterson and Rabinovitz opining about medical and
     epidemiological standards, trends in asbestos litigation,
     the impact of judicial developments in asbestos litigation
     or attorney-sponsored screenings)
          http://bankrupt.com/misc/OWCTab35.pdf

  36 Century Indemnity Co.'s Motion In Limine to Preclude
     Testimony or Evidence on Insurance Coverage Issues
          http://bankrupt.com/misc/OWCTab36.pdf

  37 Asbestos Constituencies' Pre-Trial Statement
          http://bankrupt.com/misc/OWCTab37.pdf

  38 Bondholders' Pre-Trial Statement
          http://bankrupt.com/misc/OWCTab38.pdf

          Exhibit A -- Report entitled Forecast of Future
          Asbestos Claims and Indemnity: Owens Corning and
          Fibreboard, prepared for Owens Corning and Fibreboard
          Corporation by Thomas E. Vasquez, Ph.D.
               http://bankrupt.com/misc/OWCTab38A.pdf

  39 Debtors' Pre-Trial Statement
          http://bankrupt.com/misc/OWCTab39.pdf

  40 Banks' Pre-Trial Statement
          http://bankrupt.com/misc/OWCTab40.pdf


OWENS CORNING: List of Key Players in the Estimation Proceeding
---------------------------------------------------------------
The major constituencies participating in the Owens Corning
Asbestos Claims Estimation Hearing and their professionals are:

THE HONORABLE JOHN P. FULLAM, presiding:

     United States District Court
     Eastern District of Philadelphia
     United States Courthouse
     601 Market Street, Courtroom 15614
     Philadelphia, Pennsylvania 19106-1780

          Judge Fullam was born in 1921 in Gardenville, Pa.
          He was nominated to serve as a U.S. District Court
          judge by President Lyndon B. Johnson on January 19,
          1966, to fill a seat vacated by Abraham Lincoln
          Freedman.  The Senate confirmed his nomination
          August 10, 1966, and he received his commission on
          August 11, 1966.  Judge Fullam served as chief judge of
          in the E.D. Pa. from 1986 to 1990, and assumed senior
          status on April 1, 1990.  Judge Fullam graduated from
          Villanova University with a B.S. in 1942.  He then
          served in the U.S. Naval Reserve for two years before
          entering Harvard Law School in 1946 and graduating in
          1948.  Prior to his lifetime appointment to the Federal
          judiciary, Judge Fullam spent a dozen years in private
          practice in Bristol, Pennsylvania (1948 to 1960), and
          served for six years as a Judge in the Court of Common
          Pleas of Bucks County, Pennsylvania (1960-1966).

THE PLAN PROPONENTS:

     OWENS CORNING, the Debtor:

          Lead
          Counsel:  Norman L. Pernick, Esq.
                    J. Kate Stickles, Esq.
                    SAUL EWING LLP
                    222 Delaware Avenue
                    Wilmington, DE 19899
                    Telephone (302) 421-6800

                         - and -

                    Charles O. Monk, II, Esq.
                    Jay A. Shulman, Esq.
                    Edith K. Altice, Esq.
                    SAUL EWING LLP
                    100 South Charles Street
                    Baltimore, Maryland 21201-2773
                    Telephone (410) 332-8668

                         - and -

                    Adam H. Isenberg, Esq.
                    MaryJo Bellew, Esq.
                    SAUL EWING LLP
                    Centre Square West
                    1500 Market Street, 38th Floor
                    Philadelphia, PA 19102-2186
                    Telephone (215) 972-7777

          Special
          Counsel:  Roger E. Podesta, Esq.
                    Mary Beth Hogan, Esq.
                    Sean Mack, Esq.
                    DEBEVOISE & PLIMPTON LLP
                    919 Third Avenue
                    New York, New York 10022
                    Telephone (212) 909-6000

                         - and -

                    Mitchell F. Dolin, Esq.
                    Anna P. Engh, Esq.
                    COVINGTON & BURLING
                    1201 Pennsylvania Avenue, N.W.
                    Washington, D.C. 20004-2401
                    Telephone (202) 662-6000

                         - and -

                    D.J. Baker, Esq.
                    Ralph Arditi, Esq.
                    Skadden, Arps, Slate, Meagher & Flom
                    Four Times Square
                    New York, New York 10036-6522
                    Telephone (212) 735-3000

                         - and -

                    David. R. Hurst, Esq.
                    Skadden, Arps, Slate, Meagher & Flom
                    One Rodney Square
                    P.O. Box 636
                    Wilmington, Delaware 19899
                    Telephone (302) 651-3000

     THE OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS:

          Lead
          Counsel:  Elihu Inselbuch, Esq.
                    CAPLIN & DRYSDALE, CHARTERED
                    399 Park Avenue, 27th Floor
                    New York, New York 10022
                    Telephone (212) 319-7125

                       - and -

                    Walter B. Slocombe, Esq.
                    Nathan D. Finch, Esq.
                    Peter Van N. Lockwood, Esq.
                    Julie W. Davis
                    CAPLIN & DRYSDALE, CHARTERED
                    One Thomas Circle, NW, 11th Floor
                    Washington, DC 20005
                    Telephone (202) 862-5000

          Local
          Counsel:  CAMPBELL & LEVINE, LLC
                    Maria R. Eskin, Esq.
                    Mark T. Hurford, Esq.
                    800 King Street, Suite 300
                    Wilmington, Delaware 19801
                    Telephone (302) 426-1900

          Experts:  Samuel P. Hammar, M.D., F.C.C.P.
                    PAKC/DSL
                    700 Lebo Boulevard
                    Bremerton, WA 98310
                    Telephone (360) 479-7707

                       - and -

                    Loreto T. Tersigni, CPA, CFE
                    L Tersigni Consulting P.C.
                    ____________________________
                    ____________________________

                       - and -

                    Dr. Laura Stewart Welch
                    Center to Protect Workers Rights
                    8484 Georgia Ave.
                    Silver Spring, MD 20910
                    Telephone (301) 578-8500

                       - and -

                    Mark A. Peterson
                    Legal Analysis Systems
                    1700 Main Street
                    Santa Monica, CA 90406
                    Telephone (310) 393-0411

     THE FUTURE CLAIMANTS' REPRESENTATIVE:

          The
          FCR:      James J. McMonagle, Esq.
                    Vorys Sater Seymour & Pease LLP
                    2100 One Cleveland Center
                    1375 E. Ninth Street
                    Cleveland, OH 44114
                    Telephone (216) 479-6158
                    Facsimile (216) 937-3734

          Lead
          Counsel:  Jane W. Parver, Esq.
                    Michael J. Crames, Esq.
                    Andrew A. Kress, Esq.
                    Edmund M. Emrich, Esq.
                    KAYE SCHOLER LLP
                    425 Park Avenue
                    New York, New York 10022
                    Telephone (212) 836-8000

          Local
          Counsel:  James L. Patton, Esq.
                    Edwin J. Harron, Esq.
                    YOUNG CONAWAY STARGATT & TAYLOR, LLP
                    The Brandywine Building
                    1000 West Street, 17th Floor
                    P.O. Box 391
                    Wilmington, Delaware 19899-0391
                    Telephone (302) 571-6600

          Experts:  Francine F. Rabinovitz, Ph.D.
                    Hamilton, Rabinovitz & Alschuler, Inc
                    6033 W. Century Boulevard, Suite 890
                    Los Angeles, CA 90045
                    Telephone (310) 645-9000

                       - and -

                    James E. Hass
                    Hamilton, Rabinovitz & Alschuler, Inc
                    Washington, D.C.
                    Telephone (202) 841-8555

     DESIGNATED TRADE CREDITORS AND BONDHOLDERS OF THE OFFICIAL
     COMMITTEE OF UNSECURED CREDITORS (PPM America, Inc., and
     John Hancock Life Insurance Company):

          Counsel:  J. Andrew Rahl, Esq.
                    Howard D. Ressler, Esq.
                    ANDERSON KILL OLICK, P.C.
                    1251 Avenue of the Americas
                    New York, NY 10020
                    Telephone (212) 278-1000

                       - and -

                    Francis A. Monaco, Jr., Esq.
                    MONZACK & MONACO, P.A.
                    1201 Orange Street, Suite 400
                    Wilmington, DE 19801

PARTIES OPPOSING & OTHERWISE CHALLENGING THE PLAN:

     CREDIT SUISSE FIRST BOSTON, as agent for the prepetition
     institutional lenders:

          Lead
          Counsel:  Martin J. Bienenstock, Esq.
                    Richard A. Rothman, Esq.
                    WEIL, GOTSHAL & MANGES LLP
                    767 Fifth Avenue
                    New York, NY 10153
                    Telephone (212) 310-8000
                    Facsimile (212) 310-8007

                       - and -

                    Ralph I. Miller, Esq.
                    WEIL, GOTSHAL & MANGES LLP
                    100 Crescent Court, Suite 1300
                    Dallas, TX 75201-6950
                    Telephone (214) 746-7700
                    Facsimile (214) 746-7777

                       - and -

                    David A. Hickerson, Esq.
                    WEIL, GOTSHAL & MANGES LLP
                    1501 K Street, N.W., Suite 100
                    Washington, D.C. 20005
                    Telephone (202) 682-7000
                    Facsimile (202) 857-0940

                       - and -

                    Kenneth H. Eckstein, Esq.
                    Jeffrey S. Trachtman, Esq.
                    KRAMER LEVIN NAFTALIS & FRANKEL LLP
                    919 Third Avenue
                    New York, NY 10022
                    Telephone (212) 715-9100
                    Facsimile (212) 715-8000

          Local
          Counsel:  Richard S. Cobb, Esq.
                    Rebecca L. Butcher, Esq.
                    LANDIS RATH & COBB LLP
                    919 Market Street, Suite 600
                    Wilmington, DE 19810
                    Telephone (302) 467-4400
                    Facsimile (302) 467-4450

          Experts:  Dr. Frederick C. Dunbar
                    Senior Vice President
                    National Economic Research Associates, Inc.
                    1166 Avenue of the Americas, 34th Floor
                    New York, NY 10036
                    Telephone (212) 345-5378

                       - and -

                    Dr. Joseph N. Gitlin

                       - and -

                    Andrew Marc Churg, M.D., Ph.D.

                       - and -

                    Hans Weill, M.D.
                    755 Hearthstone Dr.      10 Falcon Drive
                    Bassalt, CO 81621    or  Mandeville, LA 70471
                    Tel. (970) 927-9321      Tel. (985) 624-5458

                       - and -

                    Michelle J. White, Ph.D.
                    Professor of Economics
                    Department of Economics
                    University of California, San Diego
                    La Jolla, CA 92093-0508
                    Telephone (858) 534-2783

                       - and -

                    Professor Lester Brickman
                    Cardozo Law School
                    55 Fifth Avenue
                    New York, NY 10003
                    Telephone (212) 790-0327

                       - and -

                    Lee Sider, M.D., MBA
                    Beth Israel Medical Center
                    Department of Radiology, 2nd Floor
                    16th and First Avenue
                    New York, NY 10003

     AD HOC COMMITTEE OF BONDHOLDERS, asserting that they
     collectively hold $469.8 million of prepetition bonds:

          The Ad Hoc
          Committee
          Members:  King Street Capital Management, L.L.C.
                    65 East 55th Street, 30th Floor
                    New York, New York 10022

                    D.E. Shaw & Co.
                    120 W. 45th Street
                    New York, NY 10036

                    Harbert Management Corporation
                    555 Madison Avenue, Suite 1600
                    New York, NY 10022

                    Canyon Partners Inc.
                    9665 Wilshire Boulevard, Suite 200
                    Beverly Hills CA 90212

                    Lehman Brothers Inc.
                    745 Seventh Avenue
                    New York NY 10019-6801

          Committee
          Counsel:  Lewis Kruger, Esq.
                    Kenneth Pasquale, Esq.
                    STROOCK & STROOCK & LAVAN LLP
                    180 Maiden Lane
                    New York, NY 10038-4982
                    Telephone (212) 806-5400
                    Facsimile (212) 806-6006

                       - and -

                    William S. Katchen, Esq.
                    Michael Lastowski, Esq.
                    Richard W. Riley, Esq.
                    DUANE MORRIS LLP
                    1100 North Market Street, Suite 1200
                    Wilmington, DE 19801
                    Telephone (302) 657-4942

     CENTURY INDEMNITY COMPANY, as successor-in-interest to CCI
     Insurance Company, as successor-in-interest to Insurance
     Company of North America and Central National Insurance
     Company:

          Counsel:  Tancred V. Schiavoni, Esq.
                    Gerald A. Stein, Esq.
                    Robert Winter, Esq.
                    O'MELVENY & MYERS LLP
                    Times Square Tower
                    7 Times Square
                    New York, NY 10036
                    Telephone (212) 326-2000

                       - and -

                    Linda M. Carmichael, Esq.
                    WHITE AND WILLIAMS LLP
                    824 Market Street, Suite 902
                    Wilmington, DE 19899-0709
                    Telephone (302) 467-4502
                    Facsimile (302) 467-4552

          Expert:   Gustavo E. Bamberger
                    Senior Vice President
                    Lexecon, Inc.
                    332 South Michigan Ave., Suite 1300
                    Chicago, IL 60604
                    Telephone (312) 322-0276


PEOPLESUPPORT INC: Posts $1.9 Million Restated 3rd Qtr. Net Income
------------------------------------------------------------------
PeopleSupport, Inc. (Nasdaq: PSPT), reported that it is restating
its financial statements for the quarter ended Sept 30, 2004 to
exclude a charge related to payment obligations of $4.8 million
under its management incentive plan in connection with the
company's initial public offering and to make other adjustments
related to obligations under the plan.  The charge will instead be
reflected in the fourth quarter of 2004 and reported when the
company reports its 2004 year-end results.  As a result of the
adjustments, restated net income calculated in accordance with
GAAP for the third quarter of 2004 was $1.9 million, as compared
with a previously reported net loss of $2.7 million.  The
accounting adjustments have no impact on the pro forma financial
results reported for the third quarter of 2004, which already
excluded the incentive payments.  The adjustments will not affect
2004 revenues, net income (loss) or cash flows because the charge
will be shifted from the third to the fourth quarter.

As a result of its IPO, the company became obligated to make $4.8
million in payments under its management incentive plan to senior
management and other employees.  The IPO priced on Sept 30, 2004
and closed on Oct. 6, 2004, with the payments being made shortly
thereafter.  In preparing the company's financial statements for
the quarter ended Sept 30, 2004, the $4.8 million paid under the
incentive plan was recorded on Sept 30 because by Sept 30 the
registration statement for the offering had been declared
effective by the SEC, the offering had priced and the management
payments were highly probable.  The decision to record the charge
in the third quarter was made after consultation with, and the
concurrence of, the company's independent accountants.
Subsequently, upon further analysis, the company concluded that
the event triggering the payment obligations was the closing of,
and the receipt of funds from, the offering, and the charge should
have been recorded at that time.

                        About the Company

PeopleSupport, Inc., is an offshore business process outsourcing
provider that offers customer management and accounts receivable
management services for U.S.-based clients from its facilities in
the Philippines.

At Sept. 30, 2004, PeopleSupport's balance sheet showed a
$51,477,000 restated stockholders' deficit, compared to a
$56,611,000 at Dec 31, 2003.


PERRY ELLIS: Inks License Agreement with Lantis Eyewear
-------------------------------------------------------
Perry Ellis International (NASDAQ:PERY) has entered into a license
agreement with Lantis Eyewear for the manufacture and domestic
distribution of men's and women's sunglasses under the Perry
Ellis(R), Perry Ellis Portfolio(R) and Perry Ellis America(R)
brands.  The agreement is a three year term that lasts through the
end of 2007.

"Lantis Eyewear has built a strong reputation for the quality of
its product and for the strength and breadth of its distribution,"
said Rachel Barnett, president of licensing for Perry Ellis
International.  "This agreement enables us to expand the range of
accessories offered under the brand and to offer our consumer
another opportunity to proudly wear Perry Ellis(R)."

Scott Sennett, executive vice president at Lantis Eyewear, said:
"We are thrilled to partner with Perry Ellis International.  This
powerful brand will occupy a special place in our portfolio and
will create many new opportunities for success."

Lantis will launch the eyewear for fall 2005.  The target
distribution is through department stores and sunglass specialty
stores.

                     About Lantis Eyewear

Lantis Eyewear Corporation is a leading designer, marketer and
distributor of quality eyewear products, including sunglasses,
readers and optical frames. Its licensed and proprietary brand
name products are distributed extensively throughout the Americas.

                About Perry Ellis International

Perry Ellis International, Inc. -- http://www.pery.com/-- is a
leading designer, distributor and licensor of a broad line of high
quality men's and women's apparel, accessories, and fragrances,
including dress and casual shirts, golf sportswear, sweaters,
dress and casual pants and shorts, jeans wear, active wear and
men's and women's swimwear to all major levels of retail
distribution.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services revised its outlook on apparel
company Perry Ellis International Inc. -- PERY -- to negative from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
Miami, Florida-based company, including its 'B+' corporate credit
rating.  Total debt outstanding at Oct. 31, 2004, was about
$222 million.


QUEBECOR MEDIA: Names J. Richard as VP for Advertising Convergence
------------------------------------------------------------------
Mr. Serge Gouin, President and Chief Executive Officer of Quebecor
Media, reported the appointment of Mr. Jean-Francois Richard to
the newly created position of Vice President, Advertising
Convergence.  Mr. Richard's mandate will be to ensure that the
Company's customers realize the full benefits of the multitude of
advertising opportunities offered by the Quebecor Media family of
companies.

"Quebecor Media can offer advertisers a unique media mix and
produce maximum impact for their messages to consumers," said Mr.
Gouin.  "By creating this new position on our management team and
entrusting it to a professional of Mr. Richard's calibre, the
Company is taking a new step forward.  We are counting on
Jean-Francois Richard to help our many clients develop advertising
and promotional approaches that multiply the impact of their
messages by fully leveraging all our advertising vehicles."

Prior to joining Quebecor Media, Jean-Francois Richard served as
Vice President, Marketing with a clothing retailer.  He previously
worked for many years for a major telecommunications firm.

He takes up his new duties immediately.

Quebecor Media, Inc., a subsidiary of Quebecor Inc. (TSE:
QBR.MV.A, QBR.SV.B), has operations in Canada, the United States,
Chile, France, Spain, Italy and the UK.  It is engaged in
newspaper publishing (Sun Media Corporation), cable television
(Videotron ltee), broadcasting (TVA Group Inc.), Web technology
and integration (Nurun Inc. and Mindready Solutions Inc.),
Internet portals (Netgraphe Inc.), books and magazines (Publicor
and TVA Publishing Inc.), retailing of cultural products
(Archambault Group Inc. and Le SuperClub Videotron ltee) and
business telecommunications (Videotron Telecom ltee).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service affirmed all ratings and the stable
outlook of the Quebecor Media, Inc., group and assigned a Ba3
senior unsecured rating to Videotron Ltee's proposed
US$300 million debt issue.  The ratings have not changed as a
result of the new debt issue because the proceeds will ultimately
be used to reduce other debt within the Quebecor Media group, as
funds flow relatively freely amongst group members.

Ratings affected by this action are:

   * Quebecor Media Inc.

     -- Senior Implied, Ba3 (unchanged)
     -- Issuer, B2 (unchanged)
     -- Senior Unsecured Notes, B2 (unchanged):

   * 11.125% due July 2011 US$715 million

     -- Senior Unsecured Discount Notes, B2 (unchanged):

        * 13.75% due July 2011 US$232 million (US$295 million
          principal amount)

   * Videotron Ltee

     -- Senior Unsecured Notes, rated Ba3 (unchanged):

         * 6.875% Due January 2014 US$335 million

     -- Proposed Senior Unsecured Notes, Ba3 (assigned):

         * Due January 2014 US$300 million

   * CF Cable TV Inc.

     -- Senior Secured First Priority Notes, Ba3 (unchanged):

        * 9.125% due July 2007 US$76 million

   * Sun Media Corporation

     -- Senior Secured Revolving Bank Facility, Ba2 (unchanged):

        * Due 2008 C$75 million (C$nil outstanding)

     -- Senior Secured Term Loan B, Ba2 (unchanged):

        * Due 2009 US$202 million (original amount US$230 million)

     -- Senior Unsecured Notes, Ba3 (unchanged):

        * 7.625% Due Feb 2013 US$205 million

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Montreal, Quebec-based Videotron Ltee's proposed US$300 million
6.875% senior unsecured notes due Jan. 15, 2014, to be issued
under Rule 144A with registration rights.  The loan is rated one
notch below the long-term corporate credit rating, reflecting its
junior position in the company's capital structure.

At the same time, Standard & Poor's affirmed its 'BB+' bank loan
rating and assigned a recovery rating of '1+' to Videotron's
proposed C$450 million senior secured five-year revolving credit
facility.  The loan is rated two notches higher than the long-term
corporate credit rating; this and the '1+' recovery rating
indicate that lenders can expect full recovery of principal in the
event of a default or bankruptcy.  The ratings are based on
preliminary documentation and are subject to review on receipt of
final documentation.

In addition, all ratings outstanding on Videotron and its parent
company, Quebecor Media, Inc., along with the ratings on its
subsidiaries Sun Media Corp. and CF Cable TV, Inc., including the
'BB-' long-term corporate credit rating, were affirmed.  The
outlook is stable.


QWEST COMMUNICATIONS: Hosting Fourth Quarter Webcast on Feb. 15
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) will release
full year and fourth quarter 2004 earnings and operational
highlights on Tuesday, Feb. 15, 2005, at approximately 7:00 a.m.
EST.

Qwest will host a conference call Feb. 15, 2005, at 9:00 a.m. EST.
This call will feature Richard C. Notebaert, chairman and CEO, and
Oren G. Shaffer, vice chairman and CFO, who will jointly provide
the company's perspective on full year and fourth quarter results.

You can access a live audio webcast or a replay of the webcast at:
http://www.qwest.com/about/investor/meetings

                        About the Company

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Sept. 30, 2004, Qwest's balance sheet showed a $2,477,000,000
stockholders' deficit, compared to a $1,016,000,000 deficit at
Dec. 31, 2003.


R.H. DONNELLEY: Moody's Rates Planned $300M Sr. Unsec. Debt at B3
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $300 million senior unsecured
notes.

Full details of Moody's rating action are:

Ratings assigned:

   -- R.H. Donnelley Corporation

      * proposed $300 million senior unsecured notes, due 2013 --
        B3

      * senior implied rating -- Ba3

      * issuer rating B3

Ratings affirmed:

   -- R.H. Donnelley Inc.

      * $175 million senior secured revolving credit facility, due
        2009 -- Ba3

      * $792 million senior secured tranche A term loan due 2009
        -- Ba3

      * $1,441 million senior secured tranche D term loan, due
        2011 -- Ba3

      * $621 million in 10 7/8% senior subordinated notes, due
        2012 -- B2

Ratings withdrawn:

   -- R.H. Donnelley Inc.

      * senior implied rating -- Ba3

      * issuer rating -- B1

R.H. Donnelley's liquidity rating is affirmed at SGL-1, however it
is re-assigned to RH Donnelley Corporation.

The rating outlook is stable

The ratings reflects the company's high leverage (which is
accentuated by the proposed preferred stock repurchase), the
challenge involved in turning around the declining top line of its
recently acquired SBC branded directory publishing business, the
risk of further acquisition activity, the limited growth prospects
of the directory business, and the prospect of heightened
competition within all of R.H. Donnelley's markets.

Ratings are supported by R.H. Donnelley's strong market position
as the "official" directory, its dependable revenues and strong
cash flow generation, which provide the opportunity for
significant organic deleveraging.

The withdrawal of R.H.Donnelley Inc.'s senior implied and issuer
ratings and their re-assignment to R.H.Donnelley Corporation
results solely from the first-time issuance of debt at the holding
company level.  Moody's assigns its senior implied and issuer
ratings to the senior-most rated debt issuer within a corporate
organization.

The stable rating outlook incorporates:

   (1) the reliability and visibility of R.H. Donnelley's
       revenues,

   (2) the resilience of the yellow page advertising business to
       economic downturns, and

   (3) the company's strong free cash flow generation which
       sprovides potential for significant organic deleveraging.

The affirmation of the SGL-1 liquidity rating reflects Moody's
expectation that the company will maintain very good liquidity,
and that its strong internally generated cash flow will be
sufficient to fund its working capital, capital expenditures and
dividend requirements for the next four quarters and will also
permit the company to pay down debt.  The SGL-1 rating is
supported by Moody's expectation that the company will generate
$350 million in free cash flow in the next twelve months and will
have no reliance on its $175 million revolving senior secured
credit facility.  Assuming no further acquisitions or stock
repurchases, substantially all of the company's excess cash flow
would be available to repay senior secured term loan indebtedness.

Proceeds from the proposed issuance will be largely used to
repurchase approximately 50% of the company's unrated convertible
preferred stock held by Goldman Sachs.  Moody's considers that
this repurchase may signal a willingness by management to use cash
generation for future stock repurchases, to the detriment of
debtholder interests.

In addition, the decision to relever suggests that management is
comfortable with leverage in the high five times range.  Pro-forma
for the proposed debt issuance, Moody's expects leverage (total
debt and preferred stock to EBITDA) to increase to 5.9 times
EBITDA from 5.6 times EBITDA by the end of 2004, returning to
5.6 times by the end of 2005 and falling below 5 times by the end
of 2006.  Although leverage suffers an initial spike, its
reduction below 5 times by the end of 2006 is consistent with the
assumptions underpinning Moody's prior ratings.

The timing of recent acquisition activity and the use of purchase
accounting distorts comparison of R.H. Donnelley's financial
performance based upon GAAP reporting.  Accordingly, Moody's
analysis uses pro-forma adjusted results in order to provide more
meaningful comparison.

Moody's considers that R.H. Donnelley will enjoy adequate
liquidity, with an unused revolver availability estimated at
approximately $135 million at closing.  Given the company's
expected strong cash flow generation, Moody's does not project any
further need to draw under these facilities, absent acquisitions,
stock repurchases or other non-recurring events.

The senior implied rating of R.H. Donnelley remains at parity with
the senior secured ratings, since senior secured bank debt
represents the predominance of the company's capital structure.
As a result of a "springing lien" provision in the senior note
indenture, the security rights of R.H. Donnelley Inc.'s senior
noteholders rank pari passu to those of bank lenders.
Accordingly, the senior notes are rated at parity with the senior
secured credit facility ratings.  The proposed holdco notes are
rated three notches below the senior implied rating, reflecting
their junior-most position in RH Donnelley's debt structure,
ranking behind almost $3.1 billion of structurally senior debt.

The stable rating outlook incorporates:

   (1) the reliability and visibility of R.H. Donnelley's
       revenues,

   (2) the resilience of the yellow page advertising business to
       economic downturns, and

   (3) the company's strong free cash flow generation which
       provides potential for significant organic deleveraging.

Moody's expects the company to effect a meaningful delevering of
its balance sheet given the strong free cash flow characteristics
of its business and the relatively conservative fiscal governance
policies employed by management historically.

Ratings could be upgraded or the outlook revised to positive if
the company uses it strong free cash flow to further reduce debt.
Conversely, a negative rating bias might result from further
acquisition activity, stock repurchases or a significant erosion
of market share, particularly in the Chicago, Las Vegas or the
Central Florida markets.

Headquartered in Cary, North Carolina, R.H. Donnelley operates in
18 states with a total circulation of 28 million.


R.H. DONNELLEY: S&P Rates Proposed $300 Million Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to R.H.
Donnelley Corp.'s proposed $300 million senior notes, reflecting
the issue's structural subordination to debt issued at RHD's
operating subsidiary R.H. Donnelley Inc. -- RHDI.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and other ratings on RHD.  The outlook is stable.  RHD had
about $3.4 billion of pro forma consolidated debt outstanding as
of December 2004.

RHD will use $277 million of the notes proceeds to redeem 50% of
the company's outstanding convertible preferred stock from
investment partnerships affiliated with The Goldman Sachs Group.
Debt to EBITDA, pro forma for the proposed notes, is expected to
be weak for the 'BB' corporate credit rating.  Still, RHD has a
track record over several years of using its stable levels of free
operating cash flow to significantly reduce outstanding
borrowings.  "We expect RHD to demonstrate its commitment to
meaningful levels of debt repayment over the next two years," said
Standard & Poor's credit analyst Emile Courtney.

RHD's pro forma financial profile is not consistent with the 'BB'
corporate credit rating.  However, ratings stability reflects the
expectation that the company will significantly strengthen its
financial position in the intermediate term by using its free
operating cash flow for debt reduction.


RCN CORP: Court Approves Assumption of E! Entertainment Pact
------------------------------------------------------------
On October 13, 2004, RCN Corporation and its debtor-affiliates
served a Notice of Assumption of Executory Contracts and Unexpired
Leases pursuant to their confirmed Plan of Reorganization.   The
Assumption Notice refers to a programming agreement to which E!
Entertainment Television, Inc., is a third-party beneficiary.  The
terms of the Programming Agreement are clarified in a letter
agreement dated January 1, 2002, between E! Entertainment and RCN
Corporation.

In response to the Debtors' Notice, E! Entertainment stated that
it is not against the Debtors' assumption of the Programming
Agreement given that the assumption is as to the entirety of the
Programming Agreement, which includes both of E!'s television
programming services:

    -- the E! Entertainment Television Service; and
    -- the Style Network.

Subsequently, the Debtors and E! Entertainment reached agreement
on the treatment of the Programming Agreement.  The parties
entered into a letter agreement dated December 1, 2004.  In the
letter agreement, RCN agreed to assume and perform its
obligations with respect to the style. programming service as set
forth in:

    (i) that certain Side Letter Agreement between E! and RCN
        dated as of January 1, 2002, and

   (ii) style.'s National Cable Television Cooperative affiliation
        agreement, dated January 1, 2000, which RCN agreed to
        perform when it joined the NCTC in 2002.

Provided that RCN take all necessary actions to effectuate the
assumption of the style. Programming Agreement, E! will permit
RCN to reposition style., without penalty, solely in its
Philadelphia system, from the analog expanded basic level of
service to a lesser penetrated digital level of service,
notwithstanding the prohibition against that repositioning
contained in the style. NCTC affiliation agreement.

Pursuant to a Court-approved stipulation between the parties, the
Debtors and E! Entertainment agree that the Debtors will assume
the Programming Agreement as it relates to both E! Service and
the Style Service, subject to the modifications contemplated in
the 2004 Letter Agreement.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SANMINA-SCI: Fitch Puts Low-B Ratings on Three Layers of Debt
-------------------------------------------------------------
Fitch Ratings affirms Sanmina-SCI Corporation:

     -- Subordinated debt 'B+';
     -- First-lien senior secured bank credit facility 'BB+';
     -- Second-lien secured notes 'BB'.

The Rating Outlook is Stable.  Approximately $1.9 billion of debt
is affected by Fitch's action.

The ratings reflect Sanmina's relatively high debt levels, less
than optimal capacity utilization rates, and customer
concentration.  Additionally, the contract-pricing environment
remains pressured, particularly for traditional electronics
manufacturing services -- EMS, which continue to represent the
majority of industry revenues despite efforts to expand service
offerings.

Positively, the ratings are supported by strengthened operating
performance, improving credit protection measures, and consistent
operating cash flow and free cash flow.  Also considered is
Sanmina's top-tier position within the EMS industry with
significant scope and global footprint of operations, along with
long-term trends favoring continued manufacturing outsourcing.
Despite Fitch's expectations of lowered industry demand in 2005,
Sanmina's vertical integration model is expected to drive some,
albeit limited, operating margin expansion, and Fitch expects the
company will continue to generate modest levels of quarterly free
cash flow.

Revenue trends for the fourth quarter ended Oct. 2, 2004,
continued to be positive and were highlighted by double-digit
growth in the company's largest end markets, communications
infrastructure, and personal and business computing, which
represent almost two-thirds of total revenues.  While demand
strength existed in all of the company's segments except
multimedia, primary revenue drivers included stronger-than-
expected spending by telecommunications carriers and networking
equipment-makers.  Demand is expected to be modest for 2005, and
capacity utilization for the tier-one EMS providers may have
stalled at current levels, potentially resulting in more industry
restructuring, albeit at much lower levels than the previous three
years.

Sanmina continues to win new customer business and, in the
process, reduce its significant customer and end market
concentration.  IBM (rated 'AA-', Rating Outlook Stable by Fitch)
represents almost 30% of Sanmina's total revenue.  IBM recently
divested its desktop and notebook business to Lenovo Group
Limited, with an expected closing date in the second calendar
quarter of 2005.  While the transaction is not expected to
adversely affect Sanmina through the remaining life of the
contract with IBM, which expires in 2006, the long-term impact of
this transaction is less clear.  The impact of Flextronics' (the
world's largest EMS provider, senior subordinated debt rated
'BB+', Stable Outlook) transaction with Nortel, a key customer for
Sanmina, is unknown, but it is expected that Sanmina will lose
some of its Nortel business to Flextronics.

Although improved in each of the past seven quarters, Sanmina's
operating margins remain relatively weak in comparison with its
peer group and historical levels.  Improvements have been driven
by higher volumes, benefits from past restructuring programs, and
operating leverage from being vertically integrated.  Operating
margins in fiscal 2004 were 2.0%, up from 1.3% in 2003 and 2002,
but below long-term target levels in the mid-single digits.  As a
result, credit protection measures have improved over the past
year, despite flat debt levels from one year ago.  Total leverage
was 4.4 times for 2004, versus 5.4x in 2003, and 6.2x in 2002, and
interest coverage increased to approximately 4.0x in 2004,
compared with 3.4x in 2003.

Liquidity was sufficient as of Oct. 2, 2004, and consisted
primarily of unrestricted cash of approximately $1.1 billion.  On
Oct. 26, 2004, Sanmina augmented its liquidity by entering into a
$500 million first-lien senior secured revolving credit facility
expiring October 2007, $250 million of which is currently
available.  The Company will have access to the full $500 million
revolving credit facility if, by the end of January 2005, Sanmina
raises a specified amount (currently $300 million) of additional
debt or equity capital and uses or sets aside these proceeds to
repay approximately $630 million accreted value of zero-coupon
convertible subordinated debentures that will be putable to the
Company in Sept. 2005; otherwise, the credit facility will be
reduced to $100 million.

Total debt was $1.9 billion as of Oct. 2, 2004 and consisted of:

     -- Approximately $608 million accreted value of zero-coupon
        convertible subordinated debentures due 2020 but putable
        in September 2005;

     -- Approximately $520 million 3% convertible subordinated
        notes due 2007;

     -- $750 million 10.375% senior secured notes due January
        2010.


SBC COMMUNICATIONS: Expects $250 Mil. Charges in 2004 4-Q Earnings
------------------------------------------------------------------
SBC Communications Inc. (NYSE: SBC) expects its fourth-quarter
2004 reported earnings will include charges totaling approximately
$250 million, or $0.05 per diluted share, related to previously
announced work force reductions and changes to its management
pension plan.

Approximately $150 million of the total are cash charges for
severance payments related to the work force reductions. During
2004, SBC had a net reduction in its total work force of more than
6,000, as the company continued to streamline and standardize
operations while enhancing service.  Approximately half of SBC's
full-year force reduction came in the fourth quarter.  SBC said in
the fourth quarter that expected work force reductions could
exceed 10,000 jobs through the end of 2005.

Also, in the fourth quarter, SBC amended its management pension
plan to use only its traditional service pension formula
alternative for future benefit accruals.  This change, which
required the recognition of unamortized prior service costs
associated with its cash balance pension formula alternative, is
expected to result in approximately $100 million of non-cash
charges.

These charges are separate from previously announced expected
merger integration and accounting costs at Cingular Wireless, of
which SBC owns 60 percent.

SBC's overall operating results for the quarter will be addressed
in its earnings release scheduled for Wednesday, Jan. 26, 2005.

SBC is a leading independent owner and operator of wireless
communications infrastructure in the United States.  SBA generates
revenue from two primary businesses -- site leasing and site
development services.  The primary focus of the Company is the
leasing of antenna space on its multi-tenant towers to a variety
of wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBC has participated in the
development of over 25,000 antenna sites in the United States.

                          *     *     *

At Sept. 30, 2004, SBC Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.


SOLECTRON CORP: Fitch Affirms $1.2 Bil. of Debt with Low-B Ratings
------------------------------------------------------------------
Fitch Ratings affirmed Solectron Corporation's debt ratings:

     -- 'BB-' senior unsecured debt;
     -- 'BB+' senior secured bank credit facility;
     -- 'B' subordinated debt.

The Rating Outlook is Stable.  Approximately $1.2 billion of debt
is affected by Fitch's action.

The ratings reflect Solectron's ongoing relatively weak, albeit
improving, operating performance versus tier-1 electronic
manufacturing services -- EMS -- peers, less than optimal capacity
utilization rates, and expectations for flat revenue growth for
fiscal 2005.  Additionally, the contract pricing environment
remains pressured, particularly for traditional electronics
manufacturing services, which continue to represent the majority
of industry revenues despite efforts to expand service offerings.

Positively, the ratings are supported by Solectron's significantly
improved capital structure and liquidity position, the resultant
improvements in credit protection measures and debt maturity
profile, Solectron's top tier position within the EMS industry
with significant scope and global footprint of operations, and
long-term trends favoring continued manufacturing outsourcing.

The Stable Rating Outlook reflects Fitch's belief that Solectron
has sufficient liquidity to meet near-term debt obligations and
will most likely be free cash flow neutral in 2005 given the
company's muted demand expectations.  In addition to a more modest
industry demand environment in 2005, Solectron's recent downward
revenue revision is likely to postpone significant further
improvements in operating performance.  Nonetheless, Solectron
continues to win new customer business, and these new programs are
expected to offset any potential revenue losses related to
Flextronics' (rated 'BB+', Rating Outlook Stable by Fitch), the
world's largest EMS provider, acquisition of Nortel's
manufacturing facilities, as well as continue to reduce customer
concentration and diversify end markets.

Solectron's operating margins remain weak but have demonstrated
the greatest improvement among its peer group, increasing in five
of last six quarters.  Operating margins for the latest-twelve-
months -- LTM -- ended Nov. 30, 2004, were 1.6%, versus -0.2% for
the prior year, driven by higher volumes and the ongoing benefits
of past restructuring and efficiency programs.  However, Fitch
believes that utilization rates may have peaked for the tier-1 EMS
providers, and as a result, Solectron may be challenged to achieve
previously announced operating margin targets in fiscal 2005.

Revenues fell short of the low end of Solectron's guidance by
approximately 7% in the seasonally strong quarter ended Nov. 30,
2004, driven by weaker than expected revenues from the consumer
segment, which experienced technical issues related to one of its
set-top box programs and delays in a customer transitioning to
next generation 3G handsets, as well as Solectron's largest
customer, Cisco Systems.

While revenues were weaker than expected in the first quarter
ending Nov. 30, 2004, declining more than 10% sequentially,
operating margins improved to 2.3% versus 0.5% a year ago and
improved 10 basis points sequentially.  As a result of this
profitability improvement and debt repayments during fiscal 2004,
Solectron's credit protection measures meaningfully improved in
the first quarter of fiscal 2005.  Total leverage (Total debt-to-
EBITDA) improved significantly to 3.1 times for the LTM ended Nov.
30, 2004, versus 5.6x for the previous year.  Interest coverage
(EBITDA-to-interest incurred) was approximately 4.8x for the LTM
ended Nov. 30, 2004, versus 2.0x for the twelve months ended Nov.
30, 2003.  Fitch expects credit protection measures will remain
stable, driven by a relatively stable demand environment in the
company's key-end markets and lower debt service requirements.

Liquidity was solid as of Nov. 30, 2004, and consisted of
unrestricted cash of approximately $1.7 billion and an undrawn
$500 million secured revolving facility, expiring August 2007.
Solectron also has various committed and uncommitted revolving
lines of credit related to its foreign subsidiaries, totaling
approximately $210 million.  Solectron's cash conversion cycle,
which is the weakest of Tier 1 competition and approximately ten
days higher than its nearest competitor, will likely make it more
challenging for the company to grow revenue without using cash to
support working capital.  However, free cash flow is likely to be
neutral for fiscal 2005, driven by expectations for a muted albeit
relatively stable demand environment, a slight improvement in
working capital management, and continued capital spending
discipline.

Total debt was $1.2 billion as of Nov. 30, 2004, and maturities
are manageable and consist primarily of:

     -- $150 million 7.375% senior notes due March 2006;
     -- $63 million 7.97% subordinated notes due November 2006;
     -- $500 million 9.625% senior notes due February 2009;
     -- $450 million 0.5% convertible senior notes due February
        2034 (convertible any time by the holders if Solectron's
        stock price reaches $11.60 per share).


SOUTH STREET: S&P Junks Four Certificate Classes
------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-3L and A-3 notes issued by South Street CBO 2000-1 Ltd., a
high-yield arbitrage CBO transaction managed by Colonial Advisory
Services Inc., on CreditWatch with positive implications.  At the
same time, the 'AAA' rating on class A-2L is affirmed.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the ratings were previously lowered in September 2003.
These factors include paydowns of approximately $84.022 million to
the class A notes since the last rating action.  On the most
recent payment date of Nov. 30, 2004, the class A-1L notes were
completely paid down.  According to the Dec. 17, 2004 trustee
report, the senior class A overcollateralization ratio was 133.16%
(the required minimum is 120.00%), versus a ratio of 120.05% at
the time of the September 2003 rating action.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for South Street CBO 2000-1 Ltd. to
determine the level of future defaults the rated classes can
withstand under various stressed default timing and interest rate
scenarios, while still paying all of the rated interest and
principal due on the notes.  The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings currently assigned to the notes remain consistent with the
credit enhancement available.

             Ratings Placed On CreditWatch Positive

                  South Street CBO 2000-1 Ltd.

                    Rating              Balances (mil. $)
      Class   To               From     Orig      Current
      -----   --               ----     -------- --------
      A-3L    BBB-/Watch Pos   BBB-     15.000    15.000
      A-3     BBB-/Watch Pos   BBB-     30.000    30.000

                        Rating Affirmed

                  South Street CBO 2000-1 Ltd.

                                 Balance (mil. $)
               Class   Rating    Orig     Current
               -----   ------    ------- --------
               A-2L    AAA       95.000   72.678

                  Rating Previously Withdrawn

                  South Street CBO 2000-1 Ltd.

                                 Balance (mil. $)
               Class   Rating    Orig     Current
               -----   ------    ------- --------
               A-1L    NR        76.000   0.000

                   Other Outstanding Ratings

                  South Street CBO 2000-1 Ltd.

                                 Balance (mil. $)
               Class   Rating    Orig     Current
               -----   ------    ------- --------
               A-4L    CCC-      20.000   20.000
               A-4A    CCC-      8.000    8.000
               A-4C    CCC-      10.000   10.000
               B-2     CC        4.915    4.775


SPHERION CORP: Names William Halnon SVP & CIO for KnowledgeSphere
-----------------------------------------------------------------
Spherion Corporation (NYSE:SFN) has appointed William G. Halnon as
senior vice president and chief information officer.  Mr. Halnon
will oversee the Company's efforts to leverage KnowledgeSphere,
the recently implemented enterprise-wide information system that
was designed to enhance business effectiveness and reduce
operational costs across its network of offices.

"As the largest company in the staffing industry to implement such
a robust technology infrastructure, we believe Bill is the right
leader to help Spherion leverage the advantages the system can
bring to both our clients and candidates," said Roy Krause,
Spherion president and chief executive officer.  "Bill has a
proven track record of success and a strong background in leading
the design and management of diverse technology systems that
include supply chain, customer information and financial
applications, and we are proud to have him as part of our team."

Mr. Halnon commented, "I am honored to join the Spherion team at
such an exciting time.  I am confident that our team will be able
to fully leverage this new infrastructure to improve the quality
and efficiency of our service delivery, enabling us to provide
even greater value to our clients."

With more than 20 years of experience in information technology,
Mr. Halnon most recently served as chief information officer of
DIMON Inc., the world's second largest dealer of leaf tobacco.
Prior to DIMON, Mr. Halnon served in a senior management position
at BSG Consulting where he led technology initiatives for clients
such as Johnson and Johnson Medical, Mary Kay Corporation and GTE.
He also spent more than 10 years in various technology management
positions at American Airlines.

Mr. Halnon replaces Doug Cormany, who is leaving the Company to
pursue other interests.

KnowledgeSphere, the staffing industry's only fully integrated
web-based system in use throughout North America, is designed to
allow Spherion to respond to customer needs and fill open
positions with greater speed and efficiency through a single
candidate and customer database, streamline business processes and
provide more detailed metrics and analysis of the services it
delivers.

                        About the Company

Spherion Corporation is a leader in the staffing industry in North
America, providing value-added staffing, recruiting and workforce
solutions.  Spherion has helped companies improve their bottom
line by efficiently planning, acquiring and optimizing talent
since 1946.  To learn more, visit http://www.spherion.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Moody's Investors Service has withdrawn the ratings of Spherion
Corporation to reflect the redemption of the company's rated debt
securities.

These ratings have been withdrawn:

   * $89.6 million convertible subordinated notes due 2005,
     previously rated B2 (withdrawn as of August 27, 2004);

   * Senior Implied, rated Ba3;

   * Issuer Rating, rated B1.

Moody's withdrawal of Spherion Corporation's ratings reflects the
company's redemption of its rated debt with proceeds from the sale
of its discontinued operations and an expansion of its current
credit facility.


SUTTER CBO: Fitch Affirms $20 Million 1998-1 Notes at 'B-'
----------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Sutter CBO
1998-1 Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

     -- $48,481,380 class A-1 notes at 'AAA';
     -- $46,088,683 class A-2A notes at 'AAA';
     -- $8,334,301 class A-2B notes at 'AAA';
     -- $15,000,000 class A-3 notes at 'BBB';
     -- $30,000,000 class A-3L notes at 'BBB';
     -- $20,000,000 class B notes at 'B-'.

Sutter 1998-1 is a collateralized bond obligation -- CBO --
managed by Wells Fargo Bank, NA which closed Sept. 1, 1998.
Sutter 1998-1 is composed of approximately 97.5% high yield bonds
and 2.5% high yield loans.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager, and their portfolio management strategy going forward.

To date, the class A-1, A-2A, and A-2B notes have been paid down
by approximately $121 million, representing 45% of the original
class A note balance.  Since the last rating action on May 27,
2003, the class A overcollateralization -- OC -- ratio has
increased from 108.05% to 112.47%, versus a trigger of 120%, while
the class B OC has been reduced from 98.37% to 95.95%, versus a
trigger of 107%, as of the Dec. 2, 2004, trustee report.  The
primary factor for the reduction in the class B OC ratio is the
deferring interest on the class B notes of $5.25 million, as
opposed to several new defaults or significant realized losses.
As of the most recent trustee report available, Sutter 1998-1
defaulted assets represented approximately 15.8% of the $190.4
million of total collateral.  Assets rated 'CCC+' and lower
represented approximately 25.1% of total collateral, excluding
defaults.

A high rate of refinancings has been a contributing factor in the
declining weighted average coupon -- WAC -- from 9.21% to 8.80%
since the previous rating action.  The interest coverage -- IC --
ratio has been reduced from 112.2% to 72.5% since the previous
rating action.  The IC ratio includes the class B deferred balance
of $5.25 million contributing to the reduction in the reported IC
ratio.

The ratings of the class A-1, A-2A, A-3, and A-3L notes 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 ratings of the class B 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.  The rating
of the class A-2B notes addresses the likelihood that investors
will ultimately receive the stated balance of principal by the
legal final maturity date.

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 class A-1, A-2A, A-2B, A-3, A-3L, and B notes
still reflect the current risk to noteholders.

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/


SUTTER CBO: Fitch Affirms Three 1999-1 Classes with Low-B Ratings
-----------------------------------------------------------------
Fitch Ratings affirms seven classes of notes issued by Sutter CBO
1999-1 Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

     -- $61,696,785 class A-2L notes at 'AAA';
     -- $75,000,000 class A-3L notes at 'AAA';
     -- $5,000,000 class A-4L notes at 'BBB+';
     -- $24,000,000 class A-4 notes at 'BBB+';
     -- $5,000,000 class B-1L notes at 'BB+';
     -- $6,000,000 class B-1 notes at 'BB+';
     -- $10,000,000 class B-2 notes at 'B+'.

Sutter 1999-1 is a collateralized bond obligation -- CBO --
managed by Wells Fargo Bank, NA which closed Nov. 17, 1999.
Sutter 1999-1 is composed of:

     * high yield bonds (89.5%),
     * commercial mortgage-backed securities -- CMBS,
     * asset-backed securities -- ABS -- securities (8.9%), and
     * high yield loans (1.6%).

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager, and their portfolio management
strategy going forward.

To date, the class A-1L notes have been paid in full and the class
A-2L notes have been paid down by approximately $13.3 million,
representing 36.4% of the original senior class A (A-1L, A-2L, and
A-3L) note balance.  Since the last rating action on Oct. 15,
2003, the senior class A, class A, and class B
overcollateralization -- OC -- ratios have all increased from
126.5%, 111%, and 101.8% to 140.7%, 115.4%, and 101.9%,
respectively, as of the most recent trustee report dated Dec. 17,
2004.

The weighted average rating has remained stable at approximately
'B-'.  As of the most recent trustee report available, defaulted
assets represented 10.3% of the $207 million of total collateral.
Assets rated 'CCC+' or lower represented approximately 22.3% of
total collateral, excluding defaults.

Sutter 1999-1 has been adversely affected by faster than
anticipated prepayments causing a misalignment in the interest
rate hedge and a declining weighted average coupon -- WAC.  Higher
than expected refinancings has caused the portfolio to be
overhedged by approximately $24 million.  The refinancings have
also been the main cause of a declining WAC from 9.25% to 8.88%
since the previous rating action.  The hedge misalignment and
declining WAC have been depleting excess spread, as evident in the
declining interest coverage -- IC -- ratio from 168.1% to 114.6%.
The interest rate hedge has a fixed notional balance of $165
million and matures on May 30, 2007.

The rating of the class A-2L and A-3L 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 A-4, A-4L, B-1, B-1L, and B-2 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.

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 class A-2L, A-3L, A-4, A-4L, B-1, B-1L, and B-2
notes still reflect the current risk to noteholders.

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/


TELEGLOBE COMMS: Chap. 11 Plan Confirmation Hearing Set on Feb. 10
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing at 9:30 a.m., on
February 10, 2005, to consider confirmation of the First Amended
Joint Liquidating Plan of Reorganization filed by Teleglobe
Communications Corporation and its debtor-affiliates.

The Debtors filed their Disclosure Statement and First Amended
Plan on December 7, 2004, and the Court approved the adequacy of
the Disclosure Statement on December 8, 2004.  The Plan has been
sent to Teleglobe's creditors for a vote.

The Plan contemplates the appointment of a Plan Administrator who
is authorized to administer and distribute the proceeds of the
remaining assets of the U.S. Debtors to allowed claims holders.

The Plan provides for cash distributions to the Holders of Allowed
Claims and Interests in each of the Debtors' U.S. entities,
consisting of Teleglobe USA Inc., Optel Telecommunications Inc.,
Teleglobe Holdings (U.S.) Corp., Teleglobe Holding Corp.,
Teleglobe Telecom Corp., Teleglobe Investment Corp., Teleglobe
Puerto Rico Inc., and Teleglobe Luxembourg LLC.

The Plan groups claims and interests into two classes and nine
sub-classes and provides for these recoveries:

   a) Class 1A unimpaired claims consisting of Other Priority
      Claims against the Consolidated U.S. Debtors will be paid in
      full on the Effective Date;

   b) Class 1B impaired claims consisting of the Secured Claims
      against the Consolidated U.S. Debtors will be paid in full
      after the Effective Date upon the option of the Plan
      Administrator;

   c) Class 1C impaired claims consisting Unsecured Claims against
      the Consolidated U.S. Debtors will receive their Pro Rata
      share of the Available Cash, the Liquidation Proceeds and
      the VarTec Proceeds;

   d) Class 1D impaired claims consisting the U.S. Debtors'
      Intercompany Claims and the Canadian Debtors' claims against
      the Consolidated U.S. Debtors will not receive any
      distribution under the Plan on account of those claims and
      interests;

   e) Class 1E impaired claims consisting of Interests in the
      Consolidated U.S. Debtors will not receive any distribution
      of property under the Plan on account of those interests;

   f) Class 2A unimpaired claims consisting of Other Priority
      Claims against Teleglobe Luxembourg will be paid in full on
      or after the Effective Date;

   g) Class 2B impaired claims consisting of Secured Claims
      against Teleglobe Luxembourg will be paid in full after the
      Effective Date upon the Plan Administrator's option;

   h) Class 2C impaired consisting of Unsecured Claims Teleglobe
      Luxembourg will receive its Pro Rata share of the Cash in
      Teleglobe Luxembourg's Estate;

   i) Class 2D impaired claims consisting of Interests in
      Teleglobe Luxembourg of the remaining proceeds in Teleglobe
      Luxembourg's Estate after the full payment of Allowed Class
      2C claims.

Full-text copies of the Disclosure Statement and Amended Joint
Plan are available for a fee at:

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

All ballots accepting or rejecting the Plan must be completed and
returned by February 3, 2005.  Objections to the Plan, if any,
must be filed and served by February 3, 2005.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation is a wholly-owned indirect subsidiary of Teleglobe
Inc., a Canadian Corporation.  Teleglobe currently provides
services in more than 220 countries via a fully integrated network
of terrestrial, submarine and satellite capacity.  During the
calendar year 2001, the Teleglobe Companies generated consolidated
gross revenues of approximately $1.3 billion. As of December 31,
2001, the Teleglobe Companies has approximately $7.5 billion in
assets and approximately 44.1 billion in liabilities on a
consolidated book basis.  The Debtors filed for chapter 11
protection on May 28, 2002 (Bankr. D. Del. Case No. 02-11518).
Cynthia L. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, PA represent the Debtors in their
restructuring efforts.


TEXAS DOCKS: Wants to Sell Real Property to John Frantz for $38M
----------------------------------------------------------------
Texas Docks & Rail Company, Ltd., and its debtor-affiliate ask the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, for authority to sell its 72.5 acres of land
located in Nueces County, Texas.  John Frantz proposes to buy the
property for $38 million.

Bank of America, NA, holds a lien on the real property to secure
repayment of an $18.4 million promissory note issued by the
Debtors on Jan. 23, 2003.

The property was first offered to Great Oaks Holdings, LLC, for
$50 million.  The Debtors gave Great Oaks until Dec. 31, 2004, to
close the sale.  Great Oaks failed to close.  The Debtors are
hard-pressed to find a purchaser for the property since the note
will mature on Jan. 23 and they have no source of funding to
satisfy the obligation.

The Debtors urge the Court to approve the sale subject to higher
and better offers and to schedule a sale hearing on Feb. 3, 2005,
at 1:30 p.m.

Headquartered in Corpus Christi, Texas, Texas Docks & Rail Ltd. --
http://www.texdockrail.com/-- is a marine terminal operator and
stevedore for ports of Corpus Christi and South Texas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Jan. 7, 2005 (Bankr. S.D. Tex. Case No. 05-20047).  When the
Debtor filed for protection from its creditors, it listed
$38,097,085 in total assets and $20,435,639 in total debts.


TEXAS DOCKS: Asks Court to Approve Bid Procedures & Break-Up Fee
----------------------------------------------------------------
Texas Docks & Rail Company Ltd. and its debtor-affiliate ask the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, to approve their bid procedures and break-up fee
of $100,000 in relation to the proposed sale of their 72.5 acres
of land located in Nuences County, Texas.  The Debtors also ask
the Court to set Jan. 28 at 5:00 p.m. as the bid submission
deadline.

The stalking horse bidder for the property is John Frantz who
proposes to buy the land for $38 million.

A full-text copy of the bidding procedures is available for a fee
at:

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

Any party wishing to submit a bid for the purchase of the real
property must deliver its bid in writing to:

           Harrell Z. Browning Law Office
           Attn: Harrell Z. Browning, Esq.
           600 Leopard Street, Suite 103
           Corpus Christi, Texas 78473-1601

with a copy to:

           Cox Smith Matthews Incorporated
           Attn: Deborah D. Williamson
           112 East Pecan Street, Suite 1800
           San Antonio, Texas 78205

           Grubb & Ellis Company
           Attn: Doyle G. Toups
           1330 Post Oak Boulevard
           Suite 1400
           Houston, Texas 77056

The property will be auctioned on Feb. 1, 2005, at 10:00 a.m. at
the Law Office of Harrell Z. Browning.

Headquartered in Corpus Christi, Texas, Texas Docks & Rail Ltd. --
http://www.texdockrail.com/-- is a marine terminal operator and
stevedore for ports of Corpus Christi and South Texas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Jan. 7, 2005 (Bankr. S.D. Tex. Case No. 05-20047).  When the
Debtor filed for protection from its creditors, it listed
$38,097,085 in total assets and $20,435,639 in total debts.


TRICO MARINE: Court Will Consider Plan Confirmation on Jan. 19
--------------------------------------------------------------
The Honorable Robert M. Bernstein of the U.S. Bankruptcy Court
for the Southern District of New York will convene a hearing on
Jan. 19, 2005 at 10:00 a.m., to consider Trico Marine Services,
Inc.'s:

   (a) compliance with the disclosure requirements imposed under
       11 U.S.C. Sec. 1125 and any objections to the adequacy of
       Trico's Disclosure Statement;

   (b) confirmation of Trico's Prepackaged Chapter 11 Plan and any
       objections to plan confirmation, and

   (c) approval of the DIP financing motion on a final basis.

The Combined Hearing will be held in Room 733 of the U.S.
Bankruptcy Court, One Bowling Green, New York, New York 10004-
1408.

The Combined Hearing may be continued from time to time by
announcing the continuance in open court or in a hearing agenda.
Additionally, the Plan may be modified, if necessary, pursuant to
11 U.S.C. 1127, prior to, during, or as a result of the
Combined Hearing, without further notice to parties in
interest.

Headquartered in New York, New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- 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.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP represent the
debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


TRUMP HOTELS: Court Moves Disclosure Statement Hearing to Feb. 3
----------------------------------------------------------------
Prior to the bankruptcy petition date, Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates engaged in extensive
negotiations with holders of their secured bonds regarding a
consensual restructuring and deleveraging of their capital
structure.  The negotiations resulted in the Debtors' Joint Plan
of Reorganization that has the overwhelming support of all
affected classes.

Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, tells the U.S. Bankruptcy Court for the District of
New Jersey that representatives of the two informal committees of
Bondholders and Donald J. Trump, the beneficial holder of over 56%
of the Debtors' equity, have extensively reviewed and commented on
the Disclosure Statement accompanying the Plan.

Section 1125(b) of the Bankruptcy Code requires that, prior to
plan solicitation, a plan proponent provide a disclosure
statement that contains adequate information regarding the
proposed plan.  Section 1125(a)(1) defines "adequate information"
as:

    "Information of a kind, and in sufficient detail, as far as is
    reasonably practicable in light of the nature and history of
    the debtor and the condition of the debtor's books and
    records, that would enable a hypothetical reasonable investor
    typical of holders of claims or interests of the relevant
    class to make an informed judgment about the plan."

The Debtors ask the Court to approve the adequacy of the
Disclosure Statement as conforming with the requirements of
Section 1125(a)(1).

Judge Wizmur adjourns the Disclosure Statement Hearing previously
scheduled on Jan. 21, 2005.  The Court will convene a hearing
on Feb. 3, 2005, at 9:00 a.m. to consider the adequacy of the
information contained in the Debtors' Disclosure Statement.

Mr. Klyman assures the Court that the Disclosure Statement is
comprehensive and contains all these types of information:

    * the events leading to bankruptcy filing;

    * a description of the available assets and their value;

    * the anticipated future of the company;

    * the source of information in the disclosure statement;

    * a disclaimer;

    * the present condition of the debtor while in Chapter 11;

    * the scheduled claims;

    * the estimated return to Creditors under a Chapter 7
      liquidation;

    * the accounting method utilized to produce financial
      information and the name of the accountants responsible for
      that information;

    * the future management of the debtor;

    * the Chapter 11 plan or its summary;

    * the estimated administrative expenses;

    * the collectibility of accounts receivable;

    * financial information, data, valuations or projections
      relevant to the creditors' decision to accept or reject the
      Chapter 11 plan;

    * information relevant to the risks posed to creditors under
      the plan;

    * the actual or projected realizable value from recovery of
      preferential or otherwise voidable transfers;

    * litigation likely to arise in a nonbankruptcy context;

    * tax attributes of the debtor; and

    * the relationship of the debtor with affiliates.

The Disclosure Statement contains sufficient information so that
each voting class will be able to make an informed decision in
voting to accept or reject the Plan, Mr. Klyman adds.  The
Debtors believe that the Disclosure Statement contains adequate
information pursuant to the requirements of Section 1125, and
must be approved.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


U.S. PLASTIC: Taking Bids for Ocala, Fla., Plant
------------------------------------------------
U.S. Plastic Lumber Corp., is taking bids for its manufacturing
plant located in Ocala, Fla.  The plastic manufacturing plant is
located on 39 acres and houses 158,976 square feet of space.  For
additional information about the facility, contact:

     Joseph Sarachek
     Triax Capital Advisors
     Telephone (212) 332-4010
     jsarachek@triaxadvisors.com

Lees Development Company, Inc. (represented by Robert R. Hendry,
Esq., at Hendry, Stoner, DeLancett & Brown, P.A.) has offered
$3,250,000 for the Real and Personal Property located in Ocala.  A
copy of Lees' Purchase Agreement is available at no charge at:

     http://www.usplasticlumber.com/files/index.php?fileID=77

Competing offers must exceed Lees' bid by $32,500.

As previously reported in the Troubled Company Reporter, U.S.
Plastic is exiting its composite decking and OEM
composite businesses. This move comes as part of USPL's plan to
focus on its PE product lines -- which include its Trimax
structural lumber and CareFree Xteriors HDPE Decking, as part of
its restructuring plans.

              About Triax Capital Advisors

Triax Capital Advisors provides advisory services to parties
involved with highly leveraged companies and special situation
investments.  Triax offers expertise in three distinct areas:
Financial Restructuring, Operational Restructuring, Forensic
Accounting and Litigation Support and is further distinguished by
these core characteristics: focus on quality of work versus
quantity of engagements, hands-on involvement by senior
professionals, and flexible compensation structures that include
focus on success fee formulas.  Triax Capital Advisors' Web site
is located at http://www.triaxadvisors.com/

Headquartered in Boca Raton, Florida, U.S. Plastic --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry.  The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579).  Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$78,557,000 in total assets and $48,090,000 in total debts.


ULTIMATE ELECTRONICS: Taps Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------------
Ultimate Electronics, Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Skadden, Arps, Slate, Meagher & Flom LLP as its general
bankruptcy counsel.

Skadden Arps is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   b) advise the Debtors with respect to corporate transactions
      and corporate governance, and in any negotiations with
      creditors, equity holders, prospective acquirers, and
      investors and assist the Debtors with respect to employee
      matters;

   c) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult the Debtors on the conduct of their chapter 11
      cases, including all of the legal and administrative
      requirements of operating in chapter 11;

   d) take all necessary action to protect and preserve the
      Debtors' estates, including

        (i) the prosecution of actions on their behalf,

       (ii) the defense of any actions commenced against the
            Debtors' estates and negotiations concerning all
            litigation in which the Debtors may be involved, and

      (iii) objections to claims filed against the estates;

   e) review and prepare on behalf of the Debtors all motions,
      administrative and procedural applications, answers, orders,
      reports and papers necessary to the administration of the
      their estates;

   f) negotiate and prepare on the Debtors' behalf a plan of
      reorganization, disclosure statement and all related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of the plan;

   g) review and object to claims and analyze, recommend, prepare,
      and bring any causes of action created under the Bankruptcy
      Code and advise the Debtors in connection with any proposed
      sale of assets;

   h) appear before the Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtors' estates
      before those courts and the U.S. Trustee; and

   i) perform and provide all other necessary legal services and
      legal advice to the Debtors in connection with their chapter
      11 cases.

J. Eric Ivester, Esq., a Member at Skadden Arps, is the lead
attorney for the Debtors' restructuring.  Mr. Ivester discloses
that the Firm received $427,870,000 postpetition retainer.

Mr. Ivester reports Skadden Arps professionals bill:

    Designation                  Hourly Rate
    -----------                  -----------
    Partners                     $540 - 825
    Counsel/Special Counsel       535 - 640
    Associates                    265 - 495
    Legal Assistants               90 - 195

Skadden Arps assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
When the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


ULTIMATE ELECTRONICS: Look for Bankruptcy Schedules by Mar. 12
--------------------------------------------------------------
Ultimate Electronics, Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for more time to
file their Schedules of Assets and Liabilities, Statements of
Financial Affairs, Schedules of Current Income and Expenditures,
Statements of Executory Contracts and Unexpired Leases and Lists
of Equity Security Holders.  The Debtors want until March 12,
2005, to file those documents.

The Debtors tell the Court that they have thousands of creditors
and parties in interest and operate their business from over 65
locations in the United States.

The Debtors add that due to the size and complexity of their
businesses and the fact that certain prepetition invoices have not
yet been received and entered into their financial systems, they
have not had the opportunity to gather the necessary information
to prepare and file their respective Schedules and Statements.

The Debtors assure the Court that the requested extension will be
sufficient enough for them to accurately prepare and complete
their Schedules and Statements.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
represents the Debtors' restructuring.  When the Debtor filed for
protection from its creditors, it listed total assets of
$329,106,000 and total debts of $160,590,000.


UNISYS CORP: S&P Revises Outlook on Low-B Ratings to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings on Blue Bell,
Pennsylvania-based Unisys Corp., and revised its outlook to stable
from positive.

"The outlook revision reflects announced expected declines in
services and technology revenues, as well as lowered expectations
for free cash flow for fiscal 2004," said Standard & Poor's credit
analyst Philip Schrank.  The prior positive outlook was predicated
on the progress Unisys has made growing the revenue base, as well
as demonstrating consistent earnings and cash flow performance.

The ratings on Unisys Corp. reflect a strengthened financial
profile and an improving business profile in the company's
information services segment, offset by challenging industry
conditions.  Most of the business for Unisys is derived from its
growing information services and customer support segment, with
reduced dependence on hardware systems (less than 20% of
revenues).  The company has focused its efforts on business-
process outsourcing, security initiatives, and enterprise-server
opportunities, while de-emphasizing low-margin, commodity-based
areas of the market.  In addition, Unisys has increased its funded
services backlog to about $6.4 billion, which adds a measure of
earnings predictability.


WESTPOINT STEVENS: Wants to Alter Ernst & Young's Engagement
------------------------------------------------------------
As previously reported, WestPoint Stevens, Inc. and its debtor-
affiliates employed Ernst & Young, LLP, as their audit and tax
advisors.  However, E&Y's Engagement Letters provided that the
Auditing and Accounting Services would be rendered with respect to
the year ending December 31, 2003.  Thus, on November 29, 2004,
the Debtors entered into a Supplemental Engagement Letter with
E&Y, which provides that E&Y will continue to perform the Auditing
and Accounting Services on the Debtors' behalf, during the
pendency of their Chapter 11 cases.  John J. Rapisardi, Esq., at
Weil, Gotshal & Manges, LLP, in New York, tells the United States
Bankruptcy Court for the Southern District of New York that E&Y
will perform these additional services for the Debtors:

    (a) Annual audit of the consolidated financial statements of
        WestPoint Stevens, Inc., included in its Annual Report on
        Form 10-K, for the year ending December 31, 2004;

    (b) Quarterly reviews of the consolidated financial statements
        of WestPoint Stevens, Inc., included in its Quarterly
        Reports on Form 10-Q for the year ending December 31,
        2004;

    (c) Annual attestation report on management's assessment of
        the effectiveness of the Company's internal control over
        financial reporting and on the effectiveness of internal
        control over financial reporting of WestPoint Stevens,
        Inc., to be included in its Annual Report on Form 10-K,
        for the year ending December 31, 2004, as required by
        Section 404 of the Sarbanes-Oxley Act of 2002;

    (d) Consents or comfort letters related to filings with the
        Securities and Exchange Commission or other transactions;

    (e) Research and consultations with management of the Company
        regarding financial accounting and reporting matters,
        including fresh-start reporting and reporting under
        Section 404 of the Sarbanes-Oxley Act;

    (f) Participation in all scheduled meetings of the Audit-
        Committee of WestPoint Stevens, Inc.; and

    (g) Attendance at Annual Meeting of the Shareholders of
        WestPoint Stevens, Inc.

Accordingly, the Debtors seek the Court's authority to amend the
terms of E&Y's employment to include the services contemplated in
the Supplemental Engagement Letter.

Mr. Rapisardi relates that E&Y is intimately familiar with the
Debtors' current financial situation and uniquely qualified to
efficiently perform the services contemplated in the Supplemental
Engagement Letter.  In fact, the services to be performed consist
mainly of accounting and auditing services for the year ending
December 2004, which E&Y had previously performed for the years
ending 2002 and 2003.  Other than specific inclusion of the
services for the year ending 2004, the terms of E&Y's employment
remain substantially the same.

E&Y will continue to seek compensation for professional services
rendered on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  The customary hourly rates, subject
to periodic adjustments, charged by E&Y's personnel anticipated to
be assigned to the Debtors' cases are:

         Partners and Principals      $500 - $751
         Senior Managers              $445 - $646
         Managers                     $343 - $522
         Seniors                      $252 - $408
         Staff                        $180 - $338

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WITHERSPOON CDO: Moody's Rates $18 Mil. Preference Shares at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Witherspoon
CDO Funding, Ltd.:

   (1) Aaa to the U.S.$258,000,000 Class A-1 LT-a Floating Rate
       Notes Due 2039,

   (2) Aaa to the U.S.$602,001,000 Class A-1 LT-b Floating Rate
       Notes Due 2039,

   (3) Aaa to the U.S.$50,000,000 Class A-2 Floating Rate Notes
       Due 2039,

   (4) Aa2 to the U.S.$40,000,000 Class B Floating Rate Notes Due
       2039,

   (5) A2 to the U.S.$23,000,000 Class C Floating Rate Deferrable
       Interest Notes Due 2039,

   (6) Baa2 to the U.S.$9,000,000 Class D Floating Rate Deferrable
       Interest Notes Due 2039,

   (7) Ba2 to the U.S.$18,000,000 Aggregate Liquidation Preference
       of Preference Shares,

   (8) Baa1 to the U.S.$5,000,000 Combination Securities Due 2039.

Princeton Advisory Group and Structured Asset Investors, LLC, are
jointly managing this transaction.

The ratings assigned to the Term Securities address the ultimate
cash receipt of all required interest, if any, and principal
payments as provided by the Term Securities' governing documents,
and are based on the expected loss posed to holders of the Term
Securities relative to the promise of receiving the present value
of such payments.  The rating of the Preference Shares addresses
only the likelihood that the holders thereof will receive payment
of the preference share rated balance thereof by their scheduled
maturity.  The ratings of the Combo Notes address only the
likelihood that the holders thereof will receive payment of the
combination security notional balance thereof by their scheduled
maturity.  The ratings of the Combo Notes and the Preference
Shares do not address any interest or other distributions or
payments thereon.


X10 WIRELESS: Court Approves Second Amended Disclosure Statement
----------------------------------------------------------------
The Honorable Samuel J. Steiner of the U.S. Bankruptcy Court for
the Western District of Washington approved the Second Amended
Disclosure Statement explaining the proposed plan of
reorganization filed by X10 Wireless Technology, Inc.  The Debtor
is now authorized to solicit acceptances to its plan.

The Court set a plan confirmation hearing on Feb. 3, 2005, at 9:30
a.m.  All ballots and objections are due by Jan. 27.

According to the Plan, X10 will continue its operations after
paying the majority of all unsecured claims on a pro-rata basis
over a ten-year period from the Effective Date.  The Debtor
intends to implement the Plan a year after its confirmation.

General Unsecured creditors' claim amounting to approximately $9
million will be paid in eight equal annual installments.

The Debtor's largest creditors:

  -- Advertisement Banners.com's original claim of $5,975,683 has
     been reduced by the Court to $1.9 million.  $1.4 million is
     treated and will receive payment similar to other general
     unsecured creditors.  The remaining $500,000 is treated as
     punitive damages award and will be paid in two annual
     installments beginning on the tenth year after the
     confirmation of the Plan;

-- X10 Ltd. agreed to subordinate its claim of $11,010,800 to the
    general unsecured creditors in exchange for the Debtor to
    waive all avoidance claims against X10 Ltd.  The Debtor will
    start paying $500,000 annually and continuing until paid,
    after Advertisement's punitive claim is fully satisfied.

X10 Ltd. will extend a product line of credit for $5 million to
the Debtor.  The debt will be secured against all product
delivered and all sales proceeds will be kept in a bank account
which security interest will be in favor of X10 Ltd.

Headquartered in Kent, Washington, X10 Wireless Technology, Inc.,
is an internet pop-up advertiser and offers an integrated suite of
affordable hardware and software products that provide powerful
and affordable wireless solutions for homes and small business.
The Company filed for chapter 11 petition on Oct. 21, 2003(Bankr.
W.D. Wash. Case No. 03-23561).  Mary Jo Heston, Esq., at Lane
Powell Spears Lubersky LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $10 million in assets and $50 million in
debts.


YUKOS OIL: Gets Interim Okay to Waive Investment & Deposit Plan
---------------------------------------------------------------
To recall, Yukos Oil Company asks the United States Bankruptcy
Court for the Southern District of Texas waive the investment and
deposit requirements under Section 345 of the Bankruptcy Code in
light of the unusual circumstances it finds itself regarding its
bank accounts.

Section 345(a) authorizes deposits or investments of money of a
bankruptcy estate, like cash, in a manner that will "yield the
maximum reasonable net return on such money, taking into account
the safety of such deposit or investment." For deposits or
investments that are not "insured or guaranteed by the United
States or by a department, agency or instrumentality of the
United States or backed by the full faith and credit of the
United States," Section 345(b) provides that the estate must
require from the entity with which the money is deposited or
invested a bond in favor of the United States secured by the
undertaking of an adequate corporate surety.

*   *   *

The Court granted the Debtor's request on an interim basis.

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


* GrayRobinson Expands Services into Northeast Florida
------------------------------------------------------
Continuing its strategic expansion across Florida, GrayRobinson
disclosed the opening of its Jacksonville office - the full-
service law firm's third new office in the past 12 months and its
ninth in the state.

The latest development comes two months after GrayRobinson opened
an office in Naples, providing the practice areas of health care,
land use and state and local government law.  The Key West office
opened in December 2003.  GrayRobinson also serves Orlando,
Clermont, Lakeland, Melbourne, Tallahassee and Tampa.

"We are excited about our new office in Jacksonville and our
continued expansion throughout Florida," said Byrd F. "Biff"
Marshall, president and managing partner of GrayRobinson.  "Our
plan has been to grow the firm strategically and with purpose.  We
will continue to expand to serve our clients' needs in other parts
of the state as well as to reach new clients."

The attorneys in the Jacksonville office are Kenneth B. Jacobs,
Jason B. Burnett, Lee S. Haramis, Daniel A. Nicholas and Richard
J. Plotkin.  They practice in the areas of commercial and civil
litigation, employment law, bankruptcy and financial
restructuring.  The office space is on the 16th floor of the Bank
of America Tower.

"The addition of these fine attorneys in Jacksonville deepens our
resources in meeting our clients' needs," Mr. Marshall said.
"GrayRobinson will continue to look for opportunities to grow in
tandem with the development that is occurring in northeast
Florida."

"We are pleased to be a part of GrayRobinson," said Kenneth B.
Jacobs, Jacksonville managing partner.  "We are joining a very
strong team that is capable of delivering highly effective legal
services to our clients.  We can offer our clients access to
attorneys throughout the state and the depth of resources that
only a statewide law firm can provide."

GrayRobinson -- http://www.gray-robinson.com/-- one of Florida's
fastest-growing law firms, is at the forefront of emerging legal
issues in Florida.  The full-service firm provides legal services
for Fortune 500 companies, emerging businesses, lending
institutions, local governments, major developers, entrepreneurs
and individuals across Florida, the nation and the world.


* Steptoe & Johnson Expands Litigation Practice in New York
-----------------------------------------------------------
Steptoe & Johnson LLP today disclosed the opening of a New York
office in Manhattan and that local attorneys Evan Barr and John
Lovi have joined the firm as partners there.

The firm has already established a strong presence in New York as
a result of representations in high-profile white-collar criminal
defense cases, insurance, and commercial litigation engagements.
Steptoe's national white- collar practice, headed by Reid
Weingarten, is frequently drawn to New York in high-stakes
financial fraud and white-collar prosecutions.  The New York
office, located at 750 Seventh Avenue, will permit Weingarten to
be located in New York on a part-time basis as he and partner Mark
Hulkower, a former Assistant US Attorney, develop local strength
and capabilities in this growing practice.  Their representations
include the successful defense of former Teamsters President Ron
Carey, recently acquitted former general counsel of Tyco
International Mark Belnick, and World Com co-founder Bernie
Ebbers, whose fraud and conspiracy trial is set to begin this
month.

Steptoe's successes in New York go beyond the white-collar
practice.  For three years, Steptoe litigators Howard Stahl and
Steve Davidson have successfully represented Motorola in federal
trial and appellate courts in New York in a suit that resulted in
a $2 billion judgment against the Uzan family, the principal
owners of Telsim, one of Turkey's largest cell phone companies.
In addition, Steptoe's representation of insurance and financial
services clients in New York goes back more than a decade.

"This is not a spur-of-the-moment decision, nor is it driven by
any single event; rather it is a decision that is well-aligned
with our clients' needs, the firm's strategic growth plan, and our
core strengths in litigation, federal regulation, and
international business" says Steptoe managing partner Roger Warin,
who noted that the firm has been evaluating an expansion into New
York City for some time.  "Over the months and years ahead, we
plan to add substantially to our New York base," added Mr. Warin.

John Lovi's practice focuses on securities, derivatives, and
broker-dealer litigation.  He has been involved in high-profile
securities cases, including the Orange County bankruptcy and
recent international disputes involving failed derivative swap
transactions in Korea.  In joining Steptoe from McDermott Will and
Emery, Mr. Lovi noted "I have the highest regard for McDermott
Will and my former colleagues at the firm.  Steptoe's excellent
litigation, international, and financial regulatory practices
presented a great opportunity for me to continue to build my
practice and provide top-notch service to clients in the United
States and abroad.

"Earlier this month, Mr. Lovi was joined by Evan Barr, former
Assistant US Attorney and Chief of the Major Crimes Unit of the US
Attorney's office.  Mr. Barr has supervised 25 prosecutors in the
financial crimes unit in the US Attorney's office for the Southern
District of New York and was an associate at Steptoe prior to his
government service.  Mr. Barr commented, "I am excited to be re-
joining Steptoe, which has established itself as one of the
premier litigation and white-collar defense firms in the country."

Mr. Barr and Mr. Lovi join Steptoe litigation and bankruptcy
partner Greg Yates, who relocated to New York in late 2004.

Steptoe's initial focus in New York will be white-collar defense
and criminal investigations, insurance, mass tort, bankruptcy, and
commercial litigation.  The New York office will also call on
numerous disciplines in Steptoe's five other offices to fulfill
client needs.

                          *********

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, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  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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