TCR_Public/050124.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, January 24, 2005, Vol. 9, No. 19

                          Headlines

AMERICAN BANKNOTE: Taps Andrews Kurth as Bankruptcy Counsel
AMERICAN BANKNOTE: Taps MacKenzie Partners as Balloting Agent
AMERICAN BUSINESS: Files for Chapter 11 Protection in Delaware
AMERICAN BUSINESS: Case Summary & 20 Largest Unsecured Creditors
AMRESCO RMBS: Fitch Junks Class B-1F Group I of Series 1997-3

ATA AIRLINES: Wants to Reject GE Maintenance Service Contract
BAKER TANKS: Reduced Asset Protection Cues Moody's to Lower Rating
BISHOP GOLD: Appoints Gary Nordin as Director
BOMBARDIER: Reorganizes Corporate Structure & Reduces Personnel
BUILDERS FIRSTSOURCE: Moody's Puts Low-B Ratings on New Notes

BULK MIXER INC: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Commences $260 Million Preferred Equity Offering
CALPINE CORPORATION: Provides 2004 4th Quarter Update
CATHOLIC CHURCH: Judge Perris Allows Portland to Execute Deeds
CARRIAGE SERVICES: Prices $130 Million Senior Notes Due 2015

CITATION CAMDEN: Has Until Mar. 16 to Make Lease-Related Decisions
CHIQUITA BRANDS: Hosting 4th Qtr. 2004 Conference Call on Feb. 24
COGECO CABLE: Goes Into Partnership With Station Mont Tremblant
COVANTA ENERGY: DIP Financing Facility Extended to Dec. 31, 2005
CROSS COUNTY RECYCLING: Voluntary Chapter 11 Case Summary

DELPHI CORP: Posts $102 Million Net Loss in Fourth Quarter 2004
DIVERSIFIED ASSET: Moody's Junks $18.5 Million Class B-1L Notes
DYNCORP INT'L: S&P Rates Proposed $410M Secured Facility at B+
ENDURANCE CLO: Fitch Sees Decrease in Junk Ratings Since Oct. 2003
ENRON CORP: Reorganized Debtors' First Post-Confirmation Report

EXCO RESOURCES: S&P Places B+ Rating on CreditWatch Negative
E*TRADE ABS: S&P Junks Preference Shares
E. BROWN, INC: Case Summary & 20 Largest Unsecured Creditors
FERRO CORP: Provides Update on Restatement Process
GOTT CREEK INC: Case Summary & 13 Largest Unsecured Creditors

GREIF INC: Improved Financial Profile Prompts S&P to Lift Ratings
HIA TRADING: Abacus Advisors Approved as Financial Consultants
HIA TRADING: Look for Bankruptcy Schedules by Feb. 28
HOLLINGER: Prices Retractable Common Shares at $4.65 per Share
INTELSAT LTD: Satellite Failure Cues Moody's to Revise Outlook

iSTAR ASSET: S&P Lifts Rating on Class M Bonds from BB+ to A-
iSTAR FIN'L: Proposed Falcon Acquisition Has No Effect on Ratings
JEAN COUTU: Will Hold Second Quarter 2004 Conference Call Tomorrow
JEANETTE'S LITTLE: Case Summary & 13 Largest Unsecured Creditors
KAISER ALUMINUM: Judge Fitzgerald Okays Old Republic Stipulation

KEY ENERGY: William Austin Replaces Royce Mitchell as CFO
LEPPLA MOVING & STORAGE: Voluntary Chapter 11 Case Summary
LIONEL CORP: Files Schedules of Assets and Liabilities
LUNA GOLD: Closes $2,270,350 Private Equity Placement
LYONDELL CHEMICAL: Declares $0.225 Per Share Quarterly Dividend

MACC PRIVATE: Auditors Raise Doubt about Going Concern Ability
MERRILL LYNCH: Fitch Junks $6.9 Million 1997-C2 Certificates
MID OCEAN: Moody's Junks $12.5 Million Class B-1 6.9889% Notes
MORGAN STANLEY: Fitch Puts 'B+' on $13.9 Million 1998-XL1 Certs.
NATIONSLINK FUNDING: Fitch Junks $12.2 Million 1998-1 Certificates

NETWORK INSTALLATION: Buys Com Services for $430K in Cash & Stock
NETWORK INSTALLATION: Wins Project Order for 73 Foot Locker Stores
NFINET COMMUNICATIONS: Voluntary Chapter 11 Case Summary
NORTH AMERICAN: Profit Overstatement Cues Moody's to Pare Ratings
OMT INC: Names Bill Baines as Executive Chairman

OWENS CORNING: Court Concludes Asbestos Estimation Proceedings
PORT TOWNSEND: Moody's Reviewing Low-B & Junk Ratings & May Lower
QUALITY DISTRIBUTION: S&P Junks $85 Million Senior Unsecured Notes
QUIK COMMISSIONS: Postpones Annual Meeting Until March 3
RADIANT COMMS: Closes Placement of $2.75MM of Convertible Notes

REMEDIATION FINANCIAL: Has Until Jan. 28 to File a Chapter 11 Plan
RIVER NORTH: Moody's Puts Ba3 Rating on $14.25M Subordinated Notes
SGD HOLDINGS: Wants Ordinary Course Professionals to Continue
SGD HOLDINGS: Wants to Hire Cross & Simon as Bankruptcy Counsel
SPIEGEL INC: Illinois Revenue Dept. Asks to Vacate Tax Claim Order

SR TELECOM: Refinancing Efforts Spur S&P to Slice Ratings to 'CC'
STEWART ENT: Solicits Consents to Amend $300MM Sr. Note Indenture
STRUCTURED ASSET: Fitch Rates Class B2 Series 2003-AM1 With 'BB'
STRUCTURED ASSET: Fitch Rates Two Classes With Double B
TEMBEC INC: Reports 1st Quarter Financial Results

UAL CORP: Asks Court to Approve Revised CBA With ALPA
UAL CORP: Wants to Extend Exclusive Plan Filing Until April 30
UNIFI INC: Posts $7.7 Million Net Loss in Second Quarter 2004
US AIRWAYS: Achieves $1 Bil. Plus Savings in Ratified Labor Pacts
US LEC CORP: Expands Service Reach in Virginia Market

VARTEC TELECOM: Committee Taps XRoads as Financial Advisors
VIVENDI UNIVERSAL: Looking at Options Securing Elektrim Investment
VOEGELE MECHANICAL: Confirmation Hearing Set for Jan. 27
WAVEFRONT ENERGY: Negotiates $540,000 Private Equity Placement
WESTPOINT STEVENS: Files Plan of Reorganization in S.D. New York

WESTAR ENERGY: Moody's Reviewing Low-B Ratings & May Upgrade
WILLIAMS COS: S&P Assigns B+ Rating on $100MM Floating-Rate Certs.
WILLIAMS COS: S&P Places B+ Rating on $400 Mil. 6.750% Certs.
W3 GROUP: Inks Letter of Intent to Buy Cristina Acquisition

* Anthony Alvizu Joins Alvarez & Marsal's Forensics Group
* Fitch Outlook: U.S. Airports Face Growing Challenges in 2005
* Fried Frank Expands Paris Office with New Attorneys

* BOND PRICING: For the week of January 24 - January 28, 2005

                          *********

AMERICAN BANKNOTE: Taps Andrews Kurth as Bankruptcy Counsel
-----------------------------------------------------------
American Banknote Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Andrews
Kurth LLP as its general bankruptcy counsel.

Andrews Kurth is expected to:

   a) advise the Debtor with respect to its powers and duties as
      a debtor in possession in the continued operation of the
      Debtor's business and the management of its properties,
      including the negotiation and finalization of any financing
      agreements;

   b) assist the Debtor in implementing a plan of reorganization
      and to take necessary legal steps in order to confirm that
      plan, including the preparation and filing of a disclosure
      statement explaining that plan;

   c) prepare and file on behalf of the Debtor, all necessary
      applications, motions, orders, reports, adversary
      proceedings and other pleadings and documents;

   d) appear in Court and protect the interests of the Debtor
      before the Court;

   e) analyze claims and negotiate with creditors on behalf of the
      Debtor; and

   f) perform all other legal services for the Debtor which may be
      necessary in the Debtor's bankruptcy proceedings.

Paul N. Silverstein, Esq., a Member at Andrews Kurth LLP, is the
lead attorney for the Debtor.  Mr. Silverstein discloses that the
Firm received a $338,998.47 retainer.

Mr. Silverstein reports Andrews Kurth's professionals bill:

    Designation               Hourly Rate
    -----------               -----------
    Partners                  $370 - 695
    Counsel                    180 - 400
    Associates                 220 - 630
    Paralegals/Clerks           40 - 220

Andrews Kurth assures the Court that is does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Corporation, -- http://www.americanbanknote.com/-- is a holding
company, which operates through its subsidiary companies,
principally in the United States, Brazil, Argentina, Australia,
New Zealand and France.  Through these subsidiaries, the Company
manufactures, markets, distributes and supplies related services
to, a variety of secure documents, media, and fulfillment and
reconciliation systems.  The Company filed for chapter 11
protection on January 19, 2005 (Bankr. D. Del. Case No. 05-10174).
When the Debtor filed for protection from its creditors, it listed
total assets of $124,709,527 and total debts of $115,965,530.


AMERICAN BANKNOTE: Taps MacKenzie Partners as Balloting Agent
-------------------------------------------------------------
American Banknote Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
MacKenzie Partners, Inc., as its balloting agent.

MacKenzie Partners is expected to:

   a) mail solicitation packages to the Debtor's creditors and
      interest holders in relation to the proposed Disclosure
      Statement and Plan of Reorganization;

   b) receive, tabulate and report on ballot cast for or against
      the Plan by holders of claims against and interests in the
      Debtor;

   c) respond to inquiries from creditors and equity security
      holders relating to the Plan, the Disclosure Statement, the
      ballots, and all matters related to those documents,
      including the procedures and requirements for voting to
      accept or reject the Plan and for objections to confirmation
      of the Plan; and

   d) contact creditors and interest holders regarding the Plan.

Jeanne Carr, Executive Vice-President of MacKenzie Partners,
discloses that the Firm's compensation consist of a fee of $8,000
and $0.50 cent for every ballot received and processed by the
Firm.

Mackenzie Partners assures the Court that it does not represent
any interest adverse to the Debtor or its estate.

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Corporation, -- http://www.americanbanknote.com/-- is a holding
company, which operates through its subsidiary companies,
principally in the United States, Brazil, Argentina, Australia,
New Zealand and France.  Through these subsidiaries, the Company
manufactures, markets, distributes and supplies related services
to, a variety of secure documents, media, and fulfillment and
reconciliation systems.  The Company filed for chapter 11
protection on January 19, 2005 (Bankr. D. Del. Case No. 05-10174).
Adam Singer, Esq., at Cooch and Taylor and Paul N. Silverstein,
Esq., at Andrews Kurth LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $124,709,527 and total
debts of $115,965,530.


AMERICAN BUSINESS: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------------
American Business Financial Services, Inc., filed a voluntary
chapter 11 petition in the United States Bankruptcy Court for the
District of Delaware on Friday, Jan. 21, 2005, citing its rapidly
depleting cash and its limited ability to sell subordinated
debentures during the second quarter of fiscal 2005 resulting in
an event of default under the terms of these indentures.

As previously reported, as a result of the Company's continuing
liquidity issues, the Company is currently not in compliance with
several requirements in both of its credit facilities.  Under the
terms of these credit facilities, this noncompliance creates an
event of default and the lenders may declare all amounts
outstanding under the facilities immediately due and payable;
however, to date, the lenders have not elected to take such
action.  An event of default under these credit facilities also
creates an event of default under other debt instruments to which
the Company is a party.  The Company is in discussions with its
lenders regarding these defaults.  There can be no assurance that
the Company will be able to obtain the necessary waivers or that
the waivers will not contain conditions that are unacceptable to
the Company.  The Company has also received a notice from the
landlord of its Philadelphia facility that the Company is in
default under its lease.

Concurrent with the filing, the Company said that, subject to
Court approval, it has received a commitment for $500 million in
debtor-in-possession (DIP) financing from Greenwich Capital
Financial Products, Inc. The DIP financing includes a $65 million
working capital line of credit and $435 million in mortgage
warehouse financing. ABFS believes the DIP financing will provide
it with sufficient liquidity to pay its normal business
obligations and to immediately finance new loans to customers,
which it intends to sell into the secondary market with servicing
released.

"We are gratified by the support we have received from our lender.
With the DIP financing in place, we are confident that, through
the restructuring process, the Company can improve its capital
structure and take advantage of the fundamental strength of its
loan origination business," said Anthony J. Santilli, chairman and
chief executive officer of the Company.

According to the Company, the decision to restructure its debt
under Chapter 11 was made primarily to address ABFS's liquidity
issues which left the Company unable to originate new loans.

ABFS said that it expects day-to-day operations to continue as
usual during the restructuring. The Company will seek authority
from the Bankruptcy Court to pay employees and honor benefits
without interruption or delay and expects the request to be
granted as part of the Court's "first day" orders.

"We appreciate the ongoing loyalty and support of our employees.
Their dedication and hard work are critical to our success and
integral to the future of the Company," Mr. Santilli said. "ABFS
also wants to thank our vendors and business partners for their
continued patience and support during this process. The DIP
financing and the protections afforded under the Chapter 11
process should provide sufficient liquidity to ensure that vendors
are paid in the ordinary course for post-petition purchases."

Under federal law the Company is prohibited from paying pre-
petition obligations until a Plan of Reorganization has been
approved by creditors and the Court. This prohibition applies to
all of the Company's pre-petition obligations, including
obligations to subordinated debt holders.

"We sincerely regret any hardship this situation presents for our
subordinated debt investors and other creditors. We sought any
number of solutions that would have avoided a Court-supervised
debt restructuring, but in the end concluded that restructuring
the Company's debt under Chapter 11 was the best way to resolve
the Company's financial and liquidity issues," Mr. Santilli said.

As reported in the Troubled Company Reporter on Jan. 20, 2005, the
law firm of Berger & Montague, P.C., and the Guiliano Law Firm
filed a securities class action complaint in the United States
District Court for the Eastern District of Pennsylvania against
American Business Financial Services, Inc., and certain of its
officers and directors.  This suit asserts claims on behalf of
purchasers of ABFI's notes, subordinated money market notes,
subordinated debt securities or subordinated debentures purchased
during the period Jan. 18, 2002 through Dec. 23, 2004.

The complaint alleges that throughout the Class Period, defendants
issued registration statements and prospectuses containing untrue
statements and material omissions concerning the operations and
financial results of the Company.  In November to December of 2004
with respect to some or all of the notes, ABFI stopped paying
principal or interest on maturity and stopped honoring checks
written on ABFI money market accounts.

On Dec. 23, 2004, the Company issued a press release stating in
part that the Company currently is unable to make any payments on
Notes as they become due.  The press release also stated that the
Company "may seek protection under the federal bankruptcy laws or
may be forced into involuntary bankruptcy."  Members of the class
said they have suffered damage as a result with their Notes
declining materially in value or becoming worthless.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERICAN BUSINESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: American Business Financial Services, Inc.
             The Wanamaker Building
             100 Penn Square East
             Philadelphia, Pennsylvania 19107

Bankruptcy Case No.: 05-10203

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tiger Relocation Company                   05-10204
      American Business Credit, Inc.             05-10206
      HomeAmerican Credit, Inc.                  05-10207
      American Business Mortgage Services, Inc.  05-10208

Type of Business: The Debtor, through its principal direct and
                  indirect subsidiaries, originates, sells and
                  services home equity and purchase money
                  mortgage and business loans.
                  See http://www.abfsonline.com/

Chapter 11 Petition Date: January 21, 2005

Court:  District of Delaware

Judge:  Mary F. Walrath

Debtor's Counsel: Bonnie Glantz Fatell, Esq.
                  Blank Rome LLP
                  1201 Market Street, Suite 800
                  Wilmington, Delaware 19801
                  Tel: (302) 425-6423
                  Fax: (302) 425-6464

Consolidated Financial Condition as of December 2, 2004:

      Total Assets: $1,083,396,000

      Total Debts:  $1,071,537,000

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
The Stewardship Center           Subordinated         $2,054,080
PO Box 411634                    Uncollateralized
Saint Louis, Missouri 63141      Noteholder
Attn: Bob Bamberger
Tel: (636) 937-6306

John A. Malack &                 Subordinated         $1,916,552
Eileen E. Malack                 Uncollateralized
607 Wilma Street                 Noteholder
Endicott, New York 13760-4515
Tel: (607) 785-2954

EMS Executive Mailing Services   Mailing Services     $1,642,474
7855 West 111th Street
Palos Hills, Illinois 60465
Attn: Dave Gust
Tel: (708) 974-0100
Fax: (708) 974-0081

Independence Blue Cross          Insurance            $1,469,965
1901 Market Street               Provider
Philadelphia, Pennsylvania 19103
Attn: Robert E. Fattori
Tel: (215) 241-3474

Christopher D'Ambrosio &         Subordinated         $1,435,193
Julia M. D'Ambrosio              Uncollateralized
9 Iddings Lane                   Noteholder
Newton Square, Pennsylvania 19073
Tel: (610) 989-0988

ZC Sterling Corporation          Insurance            $1,397,894
Attn: Escrow Accounting          Provider
2812 Belle Hollow Court
Glenwood, Maryland 21738
Attn: Joe Stellone
Tel: (410) 489-0738
Fax: (410) 489-0739

Walter J. Woeger                 Subordinated         $1,232,393
1115 Rhawn Street
Philadelphia, Pennsylvania 19111
Tel: (215) 725-6087

Hackley Family Trust             Senior               $1,174,233
Dated Jan. 1, 1990, &             Subordinated
Bart M. Hackley, Jr., Trustee    Collateralized
106 South Bayfront               Noteholder
Newport Beach, California 92662
Tel: (949) 673-1992

Wanamaker Office Lease LP        Landlord             $1,132,606
210 Rittenhouse Square
Philadelphia, Pennsylvania 19103
Attn: Steve Gleason
Tel: (215) 893-6042
Fax: (215) 893-6060

Fatemeh Kaffashan                Subordinated         $1,065,275
c/o Zoray Godwin                 Uncollateralized
7601 Crittendon Street           Noteholder
Philadelphia, Pennsylvania 19118
Tel: (215) 247-1915

Arthur A. Hall &                 Subordinated         $1,034,280
Patricia A. Hall                 Uncollateralized
25514 Dayton Avenue              Noteholder
Barstow, California 92311-3453
Tel: (760) 253-5244

Robert Revitz Trust              Subordinated         $1,021,232
Dated Mar. 23, 1996, &           Uncollateralized
Robert Revitz, Trustee           Noteholder
8338 North Canta Redondo
Paradise Valley, Arizona 85253
Tel: (480) 998-0050

Albert Broddack, Sr.             Senior                 $933,487
625 Dunellen Avenue              Subordinated
Dunellen, New Jersey 08812       Uncollateralized
Tel: (732) 968-8784              Noteholder &
                                 Subordinated
                                 Collateralized
                                 Noteholder

Lowermybills.com                 Internet Sales         $928,734
2401 Colorado Avenue
Santa Monica, California 90404
Attn: Ted Dhanik
Tel: (310) 998-6417
Fax: (310) 998-6997

Frank J. Person                  Subordinated           $820,074
20 Molly Pitcher Drive           Uncollateralized
Hazlet, New Jersey 07730-2435    Noteholder
Tel: (732) 739-1620

Mack-Cali                        Landlord               $772,226
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Michael Nevines
Tel: (908) 272-8000
Fax: (908) 272-6755

Un Shun Wong &                   Subordinated           $727,524
Su Shui Wong                     Uncollateralized
8118 Tuckerman Lane              Noteholder
Potomac, Maryland 20854-3742
Tel: (301) 299-2495

Sylvia Ho                        Senior                 $690,655
832 Royal Ann Lane               Subordinated
Concord, California 94518        Uncollateralized
Tel: (925) 709-0345              Noteholder &
                                 Subordinated
                                 Collateralized
                                 Noteholder

Moore Wallace                    Printing Services      $662,503
c/o RR Donnelley Receivables Inc.
Clinton, Illinois 61727
Attn: Kurt Albright
Tel: (312) 326-7233
Fax: (312) 326-8344

Bread & Butter Ltd.              Subordinated           $658,957
Partnership &                    Uncollateralized
Theodore Shoolman                Noteholder
2301 Northeast 45th Street
Lighthouse Point, Florida 33064
Tel: (978) 887-3627


AMRESCO RMBS: Fitch Junks Class B-1F Group I of Series 1997-3
-------------------------------------------------------------
Fitch Ratings upgraded two, affirmed 27, and downgraded two (one
of which was on Rating Watch Negative) classes from AMRESCO
issues:

Series 1997-1 Group 1:

     -- Class A-7 - A-8 affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA';
     -- Class M-2F affirmed at 'A';
     -- Class B-1F affirmed at 'BBB'.

Series 1997-1 Group 2:

     -- Class M-1A is affirmed at 'AA+';
     -- Class M-2A is upgraded to 'A+ from 'A';
     -- Class B-1A is upgraded to 'BBB+' from 'BBB';

Series 1997-2 Group 1:

     -- Class A-7 - A-8 affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA+';
     -- Class M-2F affirmed at 'A+'.

Series 1997-2 Group 2:

     -- Class A-9 affirmed at 'AAA';
     -- Class M-1A affirmed at 'AA';
     -- Class M-2A affirmed at 'A';

Series 1997-3 Group 1:

     -- Class A-8, A-9 affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA';
     -- Class M-2F downgraded to 'BBB' from 'A';
     -- Class B-1F downgraded to 'C' from 'BB' and removed from
        Rating Watch Negative.

Series 1997-3 Group 2:

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

Series 1998-3 Group 1:

     -- Class A-4 - A-6 affirmed at 'AAA';
     -- Class B-1F affirmed at 'BBB'.

Series 1998-3 Group 2:

     -- Class A-7 affirmed at 'AAA';
     -- Class M-1A affirmed at 'AA';
     -- Class M-2A affirmed at 'A';
     -- Class B-1A affirmed at 'BBB'.

The affirmations, affecting approximately $182,712,013 of
outstanding certificates, reflect performance and credit
enhancement - CE -- levels that are generally consistent with
expectations.

The upgrades, affecting $1,972,936 of the outstanding M-2A class
and B-1A class certificates of series 1997-1 Group 2, are due to
the significant increase in CE from original levels.  As of the
December 2004 remittance period the CE, which is inclusive of
subordination and overcollateralization -- OC, has increased from
2% to 27.52% for class B-1A and 11.75% to 28.88% for class M-2A.
The OC amount is currently above target at approximately $2.87
million.

The downgrades, affecting $4,395,424 of the outstanding M-2F class
and B-1F class certificates of series 1997-3 Group 1, are due to
mounting collateral losses resulting in a decrease in credit
enhancement.  The CE amount of class B-1F has decreased to 1.84%
(originally 2.30%) and the OC amount is currently $18,000 but had
been completely exhausted in the previous four months.

Classes B-1F and B-1A of series 1997-2 have matured.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


ATA AIRLINES: Wants to Reject GE Maintenance Service Contract
-------------------------------------------------------------
In September 2000, ATA Airlines, Inc., and GE Engine Services,
Inc., entered into a CFM56-7 Maintenance Cost Per Hour Engine
Service Agreement.  Jeffrey C. Nelson, Esq., at Baker & Daniels,
in Indianapolis, Indiana, relates that the MCPH Contract provides
ATA Airlines and its debtor-affiliates with certain engine
maintenance, both scheduled and unscheduled.  Under the MCPH
Contract, the Debtors pay for scheduled maintenance by remitting
on the 15th day of the calendar month to GE Engine an amount per
engine flight hour that the engines covered by the MCPH were
actually flown in the prior calendar month, subject to a minimum
monthly EHF total.  Unscheduled maintenance is paid pursuant to
fee schedules within the MCPH Contract.

Mr. Nelson contends that the aircraft engines covered by the MCPH
Contract are fairly "young" and the Debtors believe that the EHF
amounts being paid are in excess of any value that would be
returned on the MCPH Contract for some time.  The Debtors can
obtain the services currently received under the MCPH Contract at
a lower cost than provided in the MCPH Contract.

Hence, the Debtors want to walk away from the MCPH Contract.

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


BAKER TANKS: Reduced Asset Protection Cues Moody's to Lower Rating
------------------------------------------------------------------
Moody's Investors Service lowered its rating of the first lien
debt of Baker Tanks to B2 from B1, but affirmed the company's B2
senior implied rating.  The rating outlook is stable.

The downgrade of the first lien notes reflects the reduced asset
protection afforded to the holders of these securities as a result
of Baker's plan to:

   (1) make a distribution to equity investors;
   (2) reduce junior debt; and
   (3) fund these transactions by increasing first lien debt.

Moody's does not believe that the resulting level of asset
protection available to the holders of the first lien debt will be
sufficient to support a ratings lift above the senior implied
level.  However, notwithstanding the simultaneous reduction in
equity and increase in consolidated debt, Moody's expects that
Baker Tanks' overall debt protection measures will remain
supportive of a B2 senior implied rating.  The company maintains
leading market share positions, its liquidity is sound,
utilization rates continue to strengthen, and earnings and cash
generation are improving.

The stable outlook anticipates that the company will preserve a
competitive business position and will continue to benefit from
the continued recovery in demand.

At January 2004, when the private equity group Code Hennessy &
Simmons acquired Baker Tanks, the company's capital structure
consisted of:

   -- a $125 million first lien term loan;

   -- a $20 million (unutilized) first lien revolving credit
      facility;

   -- $88 million in junior debt, and

   -- $79 million in book equity.

The book value of tangible assets provided a 1.2x coverage of the
first lien funded debt.  Under the terms of the proposed
transaction, total first lien debt will increase to $175 million
and junior debt will fall to $75 million.  In addition, book asset
coverage of the first lien obligations will decline to 0.90 times.
Moreover, total first lien funded debt would represent 60% of the
company's capital structure, up from 43%.  The revolving credit
facility is not anticipated to be utilized.

Moody's downgraded these ratings:

   * B2 from B1 for the $20 million senior secured revolving
     credit facility, due 2009,

   * B2 from B1 for the proposed $175 million senior secured term
     loan, due 2011.

Moody's affirmed these ratings:

   * B2 senior implied rating,

   * B3 senior unsecured issuer rating.

Baker Tanks continues to enjoy important and competitive
strengths.  It has leading market share positions and strong brand
recognition, the largest national network in its segment, healthy
margins, and a relatively young fleet.  In addition, the company's
operating performance is benefiting from favorable industry and
economic dynamics.  Growth in the containment rental industry is
being driven by increasing environmental awareness and
enforcements.  Additionally, the cost-benefit of renting versus
owning and maintaining tanks often favors rental.  These positive
factors are moderated by modest cash flow generation relative to
the high leverage employed in Baker Tanks' capital structure, its
small size that makes the company vulnerable to potential adverse
operating and financial risks, and the challenges associated with
maintaining its growth strategy as the company expands into the
water filtration market.

Baker Tanks achieved 7.5% revenue growth in fiscal 2004 and
expects a mid-teen growth in fiscal 2005 (ending in January 2005).
Principal drivers for the company's growth are continued
opportunities in most end markets, improved utilization rates
through better equipment management, expansion into the
infiltration/pump business, and potential price increases.

Future free cash flow will be significantly constrained by the
increased debt burden, which may limit the company's financial
flexibility.  Moody's estimates that free cash flow (cash from
operations less capex but add back the "one-time" distribution) in
the near- to medium-term will range between 2%-4% of pro forma
debt.  However, the company does have the benefit of a relatively
young fleet, which gives it some flexibility in managing its
capital spending during difficult operating periods.

The B2 rating on the $195 senior secured credit facilities
reflects the benefits of the collateral package and its seniority
in the company's capital structure.  The security package will
consist of all tangible and intangible assets of Baker Tanks, as
well as 100% of the capital stock of the borrower, holding
companies and its subsidiaries.  The senior secured facility is
composed of a $20 million revolving facility and a proposed
$175 million term loan.

The credit facility will rank senior to the existing senior
subordinated notes issued by the company, which are increasing by
$7.5 million to $75 million.  The subordinated notes will carry a
13.5% cash coupon. The note offering will be held by the
Blackstone Group and Goldman Sachs Capital Partners.  Moody's does
not rate this issuance.

Headquartered in Seal Beach, California, Baker Tanks, Inc., is a
leading provider of containment rental equipment.


BISHOP GOLD: Appoints Gary Nordin as Director
---------------------------------------------
Bishop Gold, Inc., appointed Mr. Gary D. Nordin as a new director
of the company.  The appointment follows the resignation of Mr.
Scott Reeves as director of Bishop.  Mr. Reeves will continue to
act as the corporate secretary for Bishop.

Mr. Nordin's experience in public company management, exploration,
development and mining will greatly benefit the company's board.
Mr. Nordin has 33 years experience in the mining industry with a
proven track record of success.

Mr. Nordin has been actively involved with mineral exploration and
development since graduating with a Bachelor of Science (Honors)
in Geology from the University of Alberta in 1970.  He is a
leading exploration geologist with a proven track record of
identifying and developing mining projects.  As a co-founding
Director and Vice President of Bema Gold Corporation, he
successfully identified significant open pit type heap leach gold
reserves in the United States and Chile, including the Refugio
deposit (6 to 8 million oz).

Subsequently, as a founding Director, Executive Vice President and
Chief Consulting Geologist of Eldorado Corporation Ltd. and
Eldorado Gold Corporation from 1990 to 2000, Mr. Nordin
participated in the discovery and development of several important
gold deposits, including the La Colorado Mine in Mexico (1.0
million oz.), the Indian Rose in California (1.0 million oz.), and
the Efemcukuru deposit (1.0 million oz.) and the Kisladag deposit
(3.0 million oz.), both located in Turkey.  Mr. Nordin has served
on the Board of Directors of several publicly listed exploration
and mining companies and is currently a Director of Nevada Pacific
Gold Corp. and Portal Resources Ltd.

The Company and the board of directors wish to thank Mr. Reeves
for his support and service as director.

Bishop is a junior precious metals exploration company focused on
the acquisition and development of mineral properties of
significant historic merit in Western and Northern Canada.  Bishop
owns 100% of two historically significant epithermal gold
prospects; the "The Lawyers Group" and "The Ranch" (also known as
"The Al Group") properties in the Toodoggone region of north-
central British Columbia.  Bishop also owns 100% of the Gordon
Lake Property in the Giant Bay Region near Yellowknife, NWT.

                         Going Concern Doubt

Bishop Gold's 3rd Quarter Report ending June 30, 2004, says:

"The Company has realized recurring losses from operations, and
has a working capital deficiency of $191,905.  These factors,
amongst others, cast substantial doubt with respect to the
Company's ability to continue as a going concern."


BOMBARDIER: Reorganizes Corporate Structure & Reduces Personnel
---------------------------------------------------------------
Bombardier Inc. (TSX:BBD.MV.A) disclosed a reorganization of its
corporate office and the decentralization of certain functional
responsibilities to Bombardier Aerospace and Bombardier
Transportation.  The reorganization follows the previously
announced creation of the Office of the President that regroups
strategic and executive management responsibilities around the
Chairman and Chief Executive Officer and the Presidents of the
Corporation's two main operating groups.  A total of 60 corporate
office positions will be eliminated.

Bombardier also disclosed that Mr. Michael Denham, Senior Vice
President, Strategy, is leaving the Corporation effective
immediately.  Mr. Richard Bradeen is appointed Senior Vice
President, Strategy and CASRA (Corporate Audit Services and Risk
Assessment) and will assume the corporate strategy function in
addition to his present responsibilities.

"Announcing layoffs is always difficult, but the restructuring of
our corporate office allows certain functions to reside in the
operating groups and be managed by the respective Presidents, Mr.
Andre Navarri at Bombardier Transportation and Mr. Pierre Beaudoin
at Bombardier Aerospace," said Mr. Laurent Beaudoin, Chairman of
the Board and Chief Executive Officer, Bombardier Inc.  "I wish to
sincerely thank those employees leaving us for their years of
devoted service to Bombardier."

"I also wish to thank Michael for his loyal service to
Bombardier," added Mr. Beaudoin.  "His contribution in many
critical files over the past four years has been significant.  On
behalf of the Board of Directors and all Bombardier employees, I
wish him well in his new endeavours."

"Richard Bradeen has been a solid leader at Bombardier for seven
years now.  With his background in corporate strategy, he is well
positioned to support me and the Office of the President as we
focus on the development of the Corporation's overall strategy,"
said Mr. Beaudoin.

The Corporation also announced the appointment of Mr. John Paul
Macdonald as Senior Vice President, Public Affairs, effective
immediately.  Mr. Macdonald assumes his duties in addition to his
current communications and government affairs responsibilities at
Bombardier Aerospace.

"John Paul is an experienced communicator who has proven himself
since he joined Bombardier Aerospace three years ago.  I am very
pleased to have him join my management team," concluded Mr.
Beaudoin.

                        About Bombardier

A world-leading manufacturer of innovative transportation
solutions, from regional aircraft and business jets to rail
transportation equipment, Bombardier Inc. --
http://www.bombardier.com/-- is a global corporation
headquartered in Canada.  Its revenues for the fiscal year ended
Jan. 31, 2004 were $15.5 billion US and its shares are traded on
the Toronto and Frankfurt stock exchanges (BBD and BBDd.F).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' long-term corporate credit ratings, on transportation-
equipment manufacturer Bombardier, Inc., and its subsidiaries on
CreditWatch negative.

"The CreditWatch placement reflects new uncertainty about
Bombardier's financial policies and strategic direction following
the resignation of the company's CEO," said Standard & Poor's
credit analyst Kenton Freitag.  The increased uncertainty adds to
Standard & Poor's previously stated concerns, formerly reflected
in a negative outlook, that adverse developments in the U.S.
airline industry could further affect the company's profitability.


BUILDERS FIRSTSOURCE: Moody's Puts Low-B Ratings on New Notes
-------------------------------------------------------------
Moody's Investors Services assigned a B1 rating to the new senior
secured bank credit facilities of Builders FirstSource, Inc., and
a B3 rating to the company's second lien notes.  The ratings
reflect the company's high and increased leverage resulting from
the substantial debt-financed dividend payment.  The ratings also
reflect the company's favorable competitive position in the
markets where it operates, record of strong working capital
management, and ability to continue to leverage off of the strong
home building market.  The speculative grade liquidity rating of
SGL-2 reflects good liquidity, adequate revolver availability, and
lack of immediate short-term debt maturities.

Moody's assigned these ratings for Builders FirstSource, Inc:

   * $110 million senior secured revolving credit facility, due
     2010, rated B1;

   * $15 million senior secured pre-funded letter of credit, due
     2011, rated B1;

   * $250 million senior secured term loan, due 2011, rated B1;

   * $250 million senior secured second lien floating rate notes,
     due 2012, rated B3;

   * Speculative grade liquidity rating, rated SGL-2;

   * Senior implied at B1;

   * Senior unsecured issuer rating at Caa1.

The ratings outlook is stable.

The ratings are subject to the receipt of final documentation that
is consistent with that relied upon by Moody's in its analysis.

The new $375 million senior secured credit facilities are
comprised of a $110 million five-year revolver and a $15 million
pre-funded letter of credit, as well as a $250 million first lien
term loan.  The company is also issuing a $250 million second lien
floating rate notes.  Proceeds from the transaction are being
applied towards the refinancing of $243 million of existing debt,
a $237 million dividend to shareholders, and various other fees
and expenses.

The ratings are constrained by the significant increase in
leverage from the company's decision to fund a $237 million
dividend.  The ratings also consider the company's competitive
business environment, high seasonality, and the cyclical nature of
the business.  The company's seasonality results from the effects
of weather patterns on homebuilding schedules while the economic
cyclicality of the business is tied to the swings in homebuilding
demand.  Additionally, many of the company's products are
commodity like in nature and are therefore subject to commodity
price swings.  The company's EBITDA margins, while higher than its
peers, are unlikely to increase significantly over the
intermediate term.

The company's ratings benefit from its strong market position.
Although the company operates in only 11 states, it is typically
one of the top two suppliers in its markets and benefits from
scale and scope that is more competitive than its peers.  Moody's
notes that approximately 35% of the company's revenues come from
the national home builders and that this provides some insulation
in the event of an economic downturn.  The company's business
model incorporates a vertically integrated manufacturing and
distribution model that allows the company to benefit from just in
time delivery schedules that result in better working capital
usage.  In recent years the company has streamlined its operations
into three divisions from eight previously and implemented state
of the art information technology infrastructure.

The assignment of the SGL-2 rating is based on the company's good
cash flow generation, low capital expenditures relative to its
size, and the absence of significant near-term principal repayment
obligations.  Additional liquidity support comes from the expected
availability under its $110 million revolver.  Maximum usage due
to seasonal working capital swings is anticipated to be in the
area of $30 million.  BFS' covenants are expected to be comprised
of a Net Debt to EBITDA covenant set initially at a maximum of
5.25 to 1.00 times, and an interest coverage covenant to be set
initially at 3.5 to 1.0 times.  Moody's expects the company to be
in compliance for at least the next twelve months while
maintaining a moderate cushion under the covenants for each
quarter.  Furthermore, BFS has relatively few sources of alternate
liquidity as all of its assets will be encumbered.

The $375 million senior secured credit facilities include a
$110 million revolver used to fund the company's working capital
needs.  The credit facility is being issued at Builders
FirstSource, Inc., an intermediate holding company that lies
beneath JLL Building Products, LLC, and above the operating
subsidiaries.  The $250 million term loan will amortize in equal
quarterly installments at an annual rate of 1% per year.  The
facilities will include an acquisition basket not to exceed
$30 million per year.  The facilities will include an excess cash
flow sweep.  The facilities will be fully and unconditionally
guaranteed by JLL Building Products, LLC, and by all of its
existing and future direct and indirect subsidiaries of the
borrower.  The facilities also benefit from a perfected first
priority pledge of all tangible and intangible assets.

The $250 million floating rates second priority senior secured
notes are also being issued at Builders FirstSource Inc.  The
notes are due 2012 and are fully and unconditionally guaranteed.
The notes are secured by a second priority interest in the assets
securing the bank facilities.  The second priority notes are rated
two notches below the company's senior credit facility to reflect
the low level of asset protection that would likely be available
for the second lien holders after the first lien is paid off in
the event of default.

The ratings and or outlook may deteriorate if the company's
acquisition strategy was to result in higher leverage without a
corresponding improvement in cash flow, if growth in the home
market was to decelerate significantly, or if free cash flow was
to deteriorate to under 5% of total debt.  The ratings may improve
if the company was to significantly lower its debt burden by at
least 25% or increase its free cash flow to over 12% of total debt
on a sustainable basis.

The company's EBITDA to interest for 2005 is expected to be over
3.5 times while its total debt to EBITDA is expected to be around
3.3 times.  The company's 2004 EBITDA is estimated to be above
$120 million.  Although the company's cash flow sweep is expected
to support deleveraging, this will partially depend on
acquisitions.  The company's free cash flow for 2005 is estimated
to be above $40 million and compares with total debt of
$500 million for a free cash flow to total debt ratio of 8%.

Builders FirstSource, Inc., headquartered in Dallas, Texas, is one
of the four largest building materials suppliers for the home
industry.  For the twelve months ended December 31, 2004, its
revenues were just over $2 billion.


BULK MIXER INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bulk Mixer, Inc.
        601 Mill Street
        West Monroe, Louisiana 71291

Bankruptcy Case No.: 05-30157

Type of Business: The Debtor is engaged in drilling fluids
                  management.  See http://www.bulkmixer.com/

Chapter 11 Petition Date: January 20, 2005

Court: Western District of Louisiana (Monroe)

Debtor's Counsel: Gary K. McKenzie, Esq.
                  3029 South Sherwood Forest Boulevard #100
                  Baton Rouge, LA 70816
                  Tel: 225-368-1006
                  Fax: 225-368-0696

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Shell Exploration & Production Co.         $307,850
Attn: Paul Van Doorne, Manager
200 N. Dairy Ashford
Houston, TX 77210

Blake Whitlach                             $105,000
116 Tuscany Circle
West Monroe, LA 71291

James E. Norwood                            $70,000
109 Avant Street
West Monroe, LA 71291

William N. "Billy" Mullins                  $58,367

Richard Bradley                             $35,000

Dr. Charles G. Norwood                      $35,000

James E. Norwood                            $30,000

Jimmy Morrison                              $25,000

David Barrow                                $20,000

Hogan Agency, Inc.                          $17,306

National Oilwell                            $13,398

Gemini Insurance Co.                        $10,502

Louisiana Worker's Compensation              $9,325
Corporation

Gail Mackey                                  $9,000

Rowe Law Firm, LLC                           $8,266

James B. Bradley, Jr.                        $8,000

John Sieberth                                $6,793

Borel & Associates, CPAs                     $5,624

Thayer Borel                                 $5,195

Norwood & Norwood, Attorneys                 $4,500


CALPINE CORP: Commences $260 Million Preferred Equity Offering
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) reported that Calpine European
Funding (Jersey) Limited, a new, wholly owned subsidiary of
Calpine, intends to commence an offering of $260 million of
Redeemable Preferred Shares that will be due 180 days after
issuance.   This financing is a part of Calpine's recently
announced plans to evaluate strategic financial alternatives for
its 1,200-megawatt Saltend Energy Centre, including the potential
sale of this facility.

The proceeds from the offering of the Redeemable Preferred Shares
will initially be loaned to a holding company, which indirectly
owns Calpine's Saltend cogeneration power plant.  The net proceeds
from this offering will ultimately be used as permitted by
Calpine's existing bond indentures.

Net proceeds from any sale of the facility would be used to first
redeem the existing $360 million, two-year redeemable preferred
shares.  And, second, to redeem the $260 million Redeemable
Preferred Shares with the remaining proceeds to be used in
accordance with the asset sale provisions of Calpine's existing
bond indentures.

The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.  The Redeemable Preferred Shares will
be offered in a private placement in the United States under
Regulation D under the Securities Act of 1933 and outside of the
United States pursuant to Regulation S under the Securities Act of
1933.  This press release shall not constitute an offer to sell or
the solicitation of an offer to buy.  Securities laws applicable
to private placements limit the extent of information that can be
provided at this time.

Calpine Corporation -- http://www.calpine.com/-- is a North
American power company dedicated to providing electric power to
customers from clean, efficient, natural gas-fired and geothermal
power plants.  The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in
Canada and in the United Kingdom.  The company, founded in 1984,
is listed on the S&P 500 and was named FORTUNE's 2004 Most Admired
Energy Company.  Calpine is publicly traded on the New York Stock
Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  The outlook is negative.


CALPINE CORPORATION: Provides 2004 4th Quarter Update
-----------------------------------------------------
In advance of its Feb. 24, 2005, earnings conference call, Calpine
Corporation (NYSE: CPN) is providing these update on:

     (i) liquidity and liquidity-enhancing transactions,

    (ii) an adjustment to its year-end proved gas reserves and a
         non-cash charge on certain of its gas properties, and

   (iii) a preliminary estimate of its GAAP earnings and EBITDA,
         as adjusted for non-cash and other charges, for the
         period ending Dec. 31, 2004.

                           Liquidity

During 2004, Calpine introduced a target of raising approximately
$3 billion of liquidity with the completion of a number of
transactions.  These included the sale of the company's Canadian
gas assets and selected U.S. gas assets, issuance of additional
1st lien debt, contract monetizations, and the sale of preferred
interests in certain projects, along with other opportunities.  To
date, Calpine has successfully completed approximately $2 billion
of these liquidity-enhancing transactions and continues to move
forward on several opportunities totaling approximately
$1 billion.

On Dec. 31, 2004, the company's cash and liquidity totaled
approximately $1.6 billion.  This included cash and cash
equivalents on hand of approximately $0.8 billion, the current
portion of restricted cash of approximately $0.6 billion, and
approximately $0.2 billion of borrowing and letter of credit
capacity available under various credit facilities upon meeting
certain conditions precedent.

          Adjustment to Estimated Proved Gas Reserves

Calpine and its independent, third party engineer have completed
the annual review of the company's proved oil and gas reserves as
of Dec. 31, 2004.  The engineer's year-end reserve report
estimate, based on SEC guidelines, of 389 billion cubic feet
equivalent (bcfe) is approximately 25 bcfe, or 6% below Calpine's
pre-reserve report year-end projection.  This reduction will be
reflected in Calpine's reported year-end gas reserve figures.

In addition, in accordance with generally accepted accounting
principles -- GAAP, Calpine completed field-by-field impairment
testing for all of its gas properties comparing each field's
carrying value to the sum of future undiscounted cash flows.
During this testing, it was determined that the carrying value of
certain fields in South Texas and Offshore Louisiana exceeded the
sum of projected undiscounted cash flows.

As a result, Calpine will be required to reduce the carrying value
of those fields to fair market value by recording a pre-tax,
non-cash charge preliminarily estimated to be approximately
$200 million.  This charge will be reflected in the company's
financial results for the period ending Dec. 31, 2004.

Following the reduction in proved reserves and the non-cash
impairment charge, Calpine's estimated total proved reserves of
389 bcfe will have an estimated value of approximately
$912 million (based on the present value of estimated future cash
flows discounted at 10%, in accordance with SEC guidelines),
compared to a carrying value of approximately $607 million.

                   Preliminary 2004 Guidance

For the quarter ended Dec. 31, 2004, the company currently
estimates that GAAP earnings will reflect a loss of approximately
$0.48 to $0.56 per share.  This estimate includes the pre-tax non-
cash gas reserve impairment charge of approximately $200 million,
along with other charges for project repair and maintenance
expenses, and development project and equipment write-downs.
EBITDA, as adjusted for non-cash and other charges, will be
approximately $200 to $250 million for the quarter. For the year
ended Dec. 31, 2004, the company currently estimates that GAAP
earnings will reflect a loss of approximately $0.69 to $0.78 per
share.  EBITDA, as adjusted for non-cash and other charges, will
be approximately $1.60 to $1.65 billion for the year.

These estimates are subject to final adjustments and the company
will provide further detail on these results on its earnings
conference call.

Calpine plans to announce its fourth quarter and year-end 2004
financial results on Thursday, Feb. 24, 2005, before the market
opens.  The company has scheduled a conference call to discuss the
results at 8:30 a.m. Pacific Time on that day.  Interested parties
may access the teleconference via a web cast on Calpine's Investor
Relations page, http://www.calpine.com/,or by dialing
1-888-603-6685 (1-706-634-1265 for international callers) at least
five minutes before the start of the call.  The call will be open
to the public and media in a listen-only mode by telephone and web
broadcast.  A replay and transcript of the conference call will be
available for 30 days on Calpine's Investor Relations page at
http://www.calpine.com/

Calpine Corporation is a power company dedicated to providing
electric power to customers from clean, efficient, natural gas-
fired and geothermal power plants.  The company generates power at
plants it owns or leases in 21 states in the United States, three
provinces in Canada and in the United Kingdom.

For the company, EBITDA is not a measure of operating results, but
rather a measure of its ability to service debt and to raise
additional funds.  It should not be construed as an alternative to
either:

     (i) income from operations, or
    (ii) cash flows from operating activities.

It is defined as net income less income from unconsolidated
investments, plus cash received from unconsolidated investments;
plus provision for tax, plus interest expense (including
distributions on trust preferred securities and one-third of
operating lease expense, which is management's estimate of the
component of operating lease expense that constitutes interest
expense); plus depreciation, depletion and amortization.  The
interest, tax, and depreciation and amortization components of
discontinued operations are added back in calculating EBITDA, as
adjusted.

The non-GAAP measure, EBITDA, as adjusted for non-cash and other
charges, is presented as a further refinement of EBITDA, as
adjusted, to reflect the company's ability to service debt with
cash.

Calpine Corporation -- http://www.calpine.com/-- is a North
American power company dedicated to providing electric power to
customers from clean, efficient, natural gas-fired and geothermal
power plants.  The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in
Canada and in the United Kingdom.  The company, founded in 1984,
is listed on the S&P 500 and was named FORTUNE's 2004 Most Admired
Energy Company.  Calpine is publicly traded on the New York Stock
Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  The outlook is negative.


CATHOLIC CHURCH: Judge Perris Allows Portland to Execute Deeds
--------------------------------------------------------------
The Archdiocese of Portland in Oregon seeks Judge Perris'
authority to execute contract fulfillment deeds to contract
vendees that have completed performance under land sale contracts.

                  Van Handel Land Sale Contract

On December 29, 1986, Catherine Van Handel, Christina Van Handel,
and Margaret Van Handel entered into a contract to sell their real
property located in Marion County, Oregon, to Charles and Barbara
Sherman for $55,000.

On February 12, 1992, the Van Handels entered into another
contract to sell additional real property in Marion County to Mr.
Sherman for $100,250.

In 1999, St. Boniface Church, Sublimity, and the Society for the
Propagation of the Faith, each received from the Christine Van
Handel Estate a one-fifth interest in both the 1986 and 1992
Contracts.  At the time of the bequest, the Shermans owe:

   -- $14,520 under the 1986 Contract; and
   -- $24,392 under the 1992 Contract.

Santiam Escrow, Inc., handled the collection escrow for both
Contracts.  As payments were received, Santiam distributed the
appropriate monthly payments received to both St. Boniface Church
and to Portland for the Society for the Propagation of the Faith.

The final payments due under the 1986 and the 1992 Contracts were
paid in June 2004.  Santiam has requested fulfillment deeds for
both Contracts.

Accordingly, Portland wants to execute fulfillment deeds for the
properties so that the Shermans may receive clear title to the
properties.

                 Dorothy Elledge Contract of Sale

In 1962, St. Anne Church in Grants Pass, Oregon, sold a small
parcel of real property located in Rogue River for $1,900 to
Dorothy Elledge.  The Elledge Contract was paid off in 1969 and
St. Anne Church no longer has an interest in the property.

Although a warranty deed conveying title to Ms. Elledge was
executed in 1996 and placed in escrow with First National Bank in
Grants Pass, the deed was never recorded, and is presumed lost.

The Elledge Property is subject to a pending sale and Portland has
been asked to a Bargain and Sale Deed to evidence fulfillment of
the Elledge Contract so that the corresponding title exceptions
may be removed.

                        Muff Contract Sale

On March 20, 1981, Leonard and Elvira Muff purchased real property
located in Clackamas County from the Archdiocese for $23,000.  The
Purchase Agreement was recorded on April 9, 1981, in the Official
Records of Clackamas County, No. 81-12444.  The Muffs or their
tenants or invitees have been in continuous possession of the
property since April 1981.

The final balance due under the Agreement is $180.  The Muffs have
agreed to tender the final payment in exchange for a fulfillment
deed completing the Agreement.

Portland wants to execute a fulfillment deed for the property so
that the Muffs may receive clear title to the properties.

                          *     *     *

Judge Perris authorizes Portland to execute fulfillment deeds to:

   -- Charles and Barbara Sherman for the properties in Marion
      County; and

   -- Dorothy Elledge for the property in Rogue River.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the Portland Archdiocese in its restructuring
efforts.  Portland's Schedules of Assets and Liabilities filed
with the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities. (Catholic
Church Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CARRIAGE SERVICES: Prices $130 Million Senior Notes Due 2015
------------------------------------------------------------
Carriage Services, Inc. (NYSE: CSV) disclosed the pricing of its
previously announced offering of $130 million of senior notes due
2015.  The senior notes will bear interest at 7.875% per year and
were priced at par.  The notes will be guaranteed by all of the
Company's existing subsidiaries and will rank equally with any
future senior unsecured indebtedness of the Company.  The offering
is expected to close in late Jan. 2005.

Carriage Services intends to use the net proceeds from the
offering to pay in full the principal, interest and make-whole
premium on the Company's existing senior notes due in 2006 and
2008, to bring current the TIDES preferred securities' unpaid
interest that has been deferred since September 2003, to repay all
outstanding borrowings under its existing revolving credit
facility, and for general working capital purposes.

The notes are being offered in an unregistered offering and may be
resold by the initial purchasers pursuant to Rule 144A and
Regulation S under the Securities Act of 1933.  The notes will not
initially be registered under the Securities Act of 1933 or the
securities laws of any state and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act and any
applicable state securities laws.

                        About the Company

Carriage Services is the fourth largest publicly traded death care
company. As of Jan. 20, 2005, Carriage operated 135 funeral homes
and 30 cemeteries in 28 states.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
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.


CITATION CAMDEN: Has Until Mar. 16 to Make Lease-Related Decisions
------------------------------------------------------------------
Citation Camden Castings Center, Inc., and its debtor-affiliates
sought and obtained an extension until March 16, 2005, from the
U.S. Bankruptcy Court for the Northern District of Alabama to
decide whether to assume, assume and assign, or reject unexpired
leases of nonresidential real property pursuant to Section
365(d)(4) of the Bankruptcy Code.

The Court understands that due to the size and complexity of the
Debtors' business operations, they need more time to thoroughly
analyze these unexpired leases so as to avoid making premature
assumption or rejection decisions.

Headquartered in Camden, Tennessee, Citation Camden Castings
Center, Inc. -- http://www.citation.net/-- an affiliate of
Citation Corporation, manufactures ductile iron parts for disc
brakes.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. N.D. Ala. Case No. 04-10781).  Cathleen C. Moore,
Esq., and Michael Leo Hall, Esq., at Burr & Forman represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $655,575 in total assets
and $324,334,598 in total debts.


CHIQUITA BRANDS: Hosting 4th Qtr. 2004 Conference Call on Feb. 24
-----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) will release
fourth quarter and full-year 2004 financial results on Feb. 24,
2005, after the market closes and will host a conference call at
4:30 p.m. EST that day.

For telephone access, contact one of the following numbers 10
minutes prior to the scheduled start time.  In the United States
and Canada, dial 1-800-810-0924.  For all other locations, dial
+913-981-4900.  A replay of the call will be available until
March 3.  To access, dial 1-888-203-1112 in the United States or
+719-457-0820 from other locations and provide the confirmation
code 7419970.

To listen to the audio webcast of the conference call, use the
link on Chiquita's home page -- http://www.chiquita.com/ The
webcast will also be distributed over CCBN's StreetEvents Network
-- http://www.streetevents.com/ The archived webcast will be
available after the call at http://www.chiquita.com/until 5 p.m.
on March 10.

                        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 primarily under Chiquita premium brands
and related trademarks.  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.


COGECO CABLE: Goes Into Partnership With Station Mont Tremblant
---------------------------------------------------------------
Cogeco Cable, Inc., has entered into a partnership with Station
Mont Tremblant -- SMT, an Intrawest Division that manages the
customer services at Mont Tremblant Quebec.  As of
January 1, 2005, both organizations committed to a seven-year
agreement for the provision of fully digital cable network and
video services by Cogeco Cable to all the hotels, condominiums and
rental properties owned and managed by SMT for Intrawest at Mont
Tremblant Quebec.

Cogeco Cable will continue to provide state of the art digital
video services including a complete line up of digital TV
programming services to the Mont Tremblant area and will expand
its existing network of services to the newly planned expansion
projects recently announced by Intrawest and managed by SMT.  This
new partnership will ensure that the Cogeco Cable's digital
networks will be leveraged and expanded so as to meet the needs of
an ever demanding residential, business and leisure clientele to
the Mont Tremblant area.

In the past years, Cogeco Cable and SMT have worked together to
provide optimum state of the art digital TV Cable services to
Quebec's northern playground so as to leverage the investments
made by Intrawest, in the area, and enhance the diversity and
quality of services offered by Cogeco Cable to the millions of
seasonal tourists and investors coming to Mont Tremblant.

Cogeco Cable is the second largest cable operator in both Ontario
and Quebec, and ranks fourth in Canada in terms of the number of
basic service customers it serves.  Cogeco Cable provides about
1,319,000 revenue-generating units to about 1,430,000 households
passed within its service territory.  Through its two-way
broadband cable infrastructure, Cogeco Cable provides its
residential and commercial customers with analog and digital video
and audio services, as well as high-speed Internet access. Cogeco
Cable's subordinate voting shares are listed on the Toronto Stock
Exchange (CCA.SV)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services affirmed its ratings including
its 'BB+' long-term corporate credit rating on Montreal,
Quebec- based Cogeco Cable, Inc.  At the same time, Standard &
Poor's assigned its '1' recovery ratings on the company's senior
secured credit facility and other senior secured first priority
debt.  The '1' recovery rating reflects expectations of full
recovery of principal in a default scenario.  The outlook is
stable.


COVANTA ENERGY: DIP Financing Facility Extended to Dec. 31, 2005
----------------------------------------------------------------
As previously reported, Remaining Debtors Covanta Warren Energy
Resources Co., LP, Covanta Warren Holdings I, Inc., Covanta Warren
Holdings II, Inc., and Covanta Lake II, Inc., sought and obtained
the Court's authority to continue to obtain credit pursuant to the
New DIP Facilities.

The maturity date of the $2,000,000 DIP Facility for Covanta
Warren Energy Resources Co., LP, Covanta Warren Holdings I, Inc.,
and Covanta Warren Holdings II, Inc., is extended until
December 31, 2005.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.  (Covanta Bankruptcy News, Issue No. 73;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CROSS COUNTY RECYCLING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Cross County Recycling Inc.
        c/o John Persichilli
        16 Elms Bark Lane
        East Northport, New York 11731-0000

Bankruptcy Case No.: 05-10797

Type of Business: The Debtor was engaged in the waste
                  management business.

Chapter 11 Petition Date: January 20, 2005

Court: Eastern District of New York (Brooklyn)

Judge:  Carla E. Craig

Debtor's Counsel: James P. Pagano, Esq.
                  277 Broadway, Suite 706
                  New York, New York 10007
                  Tel: (212) 732-4740

Total Assets: $1,285,210

Total Debts:    $973,724

The Debtor doesn't have any unsecured creditors who are not
insiders.


DELPHI CORP: Posts $102 Million Net Loss in Fourth Quarter 2004
---------------------------------------------------------------
Delphi Corp. (NYSE: DPH) reported preliminary, unaudited fourth
quarter and calendar year 2004 results.  These results are
preliminary and subject to change due to the ongoing investigation
being conducted at the direction of the audit committee of the
company's Board of Directors.

"During these challenging times for the automotive industry,
Delphi has remained focused on the actions needed to advance its
transformation - and 2004 showed significant progress," said J.T.
Battenberg III, Delphi's chairman and CEO.  "To that end, we were
successful in our efforts to deliver on our long-term value
drivers, evidenced by a 20 percent increase in non-GM revenues
over 2003, and a reduction of 9,675 positions through our
restructuring actions over the past 15 months.  These results are
proof that our transformation is progressing.  Although our
preliminary Q4 results are not satisfactory, due in part to short-
term headwinds facing the industry, we recognize that the quarter
was on the path to transform Delphi into a leaner, more profitable
company and that we have continued moving forward on our key value
drivers."

Delphi reported strong operating cash flow of $495 million for the
fourth quarter of 2004, bringing calendar year 2004 operating cash
flow to $1.5 billion.  Delphi continued to aggressively implement
revenue growth and cost reduction initiatives in support of its
cash-generation strategy to fund the company's transformation
plans.  Delphi grew its Q4 non-GM business to $3.4 billion,
representing an increase of 14 percent year-over-year from Q4
2003.

             Fourth Quarter 2004 Financial Highlights

"In the fourth quarter, we recorded charges associated with our
transformation activities - including a required asset impairment
charge related to the recoverability of certain of Delphi's U.S.
legacy plant and employee cost structure, as well as a
restructuring charge - ultimately resulting in a GAAP net loss of
$102 million for the quarter," said Alan S. Dawes, Delphi's vice
chairman and chief financial officer.  "Excluding the impact of
special items (detailed below), Delphi reported a net loss of $51
million, or $79 million of pre-tax loss.

    Delphi's Q4 2004 financial highlights include:

        (i) Revenue of $7.0 billion, down 3 percent year-over-year
            from Q4 2003.

       (ii) Non-GM revenue of $3.4 billion, up 14 percent from
            $3.0 billion in Q4 2003.  For the quarter, Delphi's
            non-GM sales reached a record high of 49 percent.

      (iii) Operating cash flow of $495 million.

            -- Q4 GAAP net loss of $102 million, or a loss of
               $0.18 per share, which includes the impact of a
               $15 million after-tax charge related to ongoing
               restructuring programs and a $265 million after-tax
               charge primarily related to the recoverability of
               Delphi's U.S. legacy cost structure, offset by the
               benefit of $165 million from the release of tax
               accruals in the quarter primarily associated with
               the completion of tax audits related to pre-
               separation periods and reversal of $64 million of
               deferred tax valuation allowance on foreign tax
               credits resulting from a combination of tax law
               changes in October 2004 and tax regulation changes
               in late December 2004.  Excluding these items, Q4
               net loss was $51 million, or a loss of $0.09 per
               share.

                 Balance Sheet / Cash Flow Update

During 2004, Delphi generated $1.5 billion of operating cash flow,
which was used to fund various initiatives, including cash
restructuring charges of $0.4 billion and pension contributions of
$0.6 billion.

                       Restructuring Update

In 2004, Delphi continued to focus on its underperforming
manufacturing sites through its Automotive Holdings Group -- AHG
-- structure.  In September 2004, Delphi completed the
consolidation activities at its Automotive Holdings Group Flint
West, Mich., manufacturing operation.  Also, manufacturing
operations have ceased at Delphi's Tuscaloosa, Alabama site and
operations will completely wind down at the Olathe, Kansas and
Anaheim, California sites over the next few weeks.

As part of its 2005 restructuring initiatives, Delphi is
continuing global actions designed to address under-performing
operations and appropriately size the company's global salary and
hourly workforce by further reducing its workforce by 8,500
positions in 2005, as announced in Delphi's 2005 outlook in Dec.
2004.  "We are steadfast in our efforts to match our attrition
rate to these lower production levels and will continue to find
ways to reduce our legacy cost structure," Mr. Dawes said.

In addition, effective Jan. 1, 2005, Delphi placed three
additional manufacturing operations into the AHG to help address
and resolve the competitiveness issues facing these sites and help
stabilize Delphi's U.S. manufacturing operations.  They include
sites at Laurel, Miss.; Kettering, Ohio; and Home Avenue/Vandalia,
Ohio. These sites will go through Delphi's fix, sell, or close
analysis.

Earlier this month, Delphi disclosed the appointment of Rodney
O'Neal as Delphi's president, chief operating officer and member
of the Board of Directors.  David Wohleen was named a new vice
chairman, responsible for Delphi's commercial vehicle accounts,
Delphi Medical Systems Corp., the company's advanced research and
development, as well as serving as the strategic champion for
Delphi's GM customer team.

                         About the Company

Delphi -- http://www.delphi.com/-- is a world leader in mobile
electronics and transportation components and systems technology.
Multi-national Delphi conducts its business operations through
various subsidiaries and has headquarters in Troy, Michigan, USA,
Paris, Tokyo and Sao Paulo, Brazil. Delphi's two business sectors
-- Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delphi Corp. to 'BB+' from 'BBB-' and its short-term
corporate credit rating to 'B' from 'A-3'. The ratings were
removed from CreditWatch where they were placed Dec. 2, 2004. The
outlook is stable.

"The action reflected our view that Delphi's earnings outlook will
remain weak for the next few years because of challenging
conditions in the automotive industry, a heavy dependence on
General Motors Corp. (BBB-/Stable/A-3), which is losing market
share in the U.S., and continued heavy underfunded employee
benefit obligations," said Standard & Poor's credit analyst Martin
King.


DIVERSIFIED ASSET: Moody's Junks $18.5 Million Class B-1L Notes
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of four classes of
notes issued by Diversified Asset Securitization Holdings III,
L.P.:

   * to Aa3 (from Aa2 on review for downgrade), the U.S.
     $215,000,000 Class A-1L Floating Rate Notes Due July 2036;

   * to Aa3 (from Aa2 on review for downgrade), the U.S.
     $70,000,000 Class A-2 7.4202% Notes Due July 2036;

   * to Baa3 (from Baa1 on review for downgrade), the U.S.
     $30,000,000 Class A-3L Floating Rate Notes Due July 2036; and

   * to Ca (from B3 on review for downgrade), the U.S. $18,500,000
     Class B-1L Floating Rate Notes due July 2036.

This transaction closed on June 28, 2001.

According to Moody's, its rating action results primarily from
significant deterioration in the par coverage of the collateral
pool.  Despite the paydown of the Class A-1L and Class A-2 Notes
on the most recent payment date, the overcollateralization tests
remain out of compliance.  As of the most recent trustee report,
the Weighted Average Rating of the portfolio is 656 (425
covenant).

Rating Action: Downgrade

Issuer:            Diversified Asset Securitization Holdings III,
                   L.P.

Class Description: U.S. $215,000,000 Class A-1L Floating Rate
                   Notes Due July 2036

Prior Rating:      Aa2 on review for downgrade

Current Rating:    Aa3

Class Description: U.S. $70,000,000 Class A-2 7.4202% Notes Due
                   July 2036

Prior Rating:      Aa2 on review for downgrade

Current Rating:    Aa3

Class Description: U.S. $30,000,000 Class A-3L Floating Rate Notes
                   Due July 2036

Prior Rating:      Baa1 on review for downgrade

Current Rating:    Baa3

Class Description: U.S. $18,500,000 Class B-1L Floating Rate Notes
                   due July 2036

Prior Rating:      B3 on review for downgrade

Current Rating:    Ca


DYNCORP INT'L: S&P Rates Proposed $410M Secured Facility at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to government contractor DynCorp International LLC.
The outlook is stable.  At the same time, Standard & Poor's
assigned its 'B+' bank loan rating and '2' recovery rating to the
proposed $410 million secured credit facility and its 'B-' rating
to the proposed $320 million subordinated notes.  The notes are to
be offered under SEC Rule 144A with registration rights.

"The ratings on DynCorp reflect a weak financial profile resulting
from high debt leverage, limited contract diversity, and the risky
nature of some its operations," said Standard & Poor's credit
analyst Christopher DeNicolo.  "The ratings benefit somewhat from
the firm's leading market positions, high demand for its services,
and a fairly stable revenue base." DynCorp is being purchased from
its current owner, Computer Sciences Corp. -- CSC, by the private
equity firm Veritas Capital, for $850 million.  The transaction
will be financed with the proceeds from a $345 million secured
bank loan, $320 million of subordinated notes, a $100 million cash
equity investment from Veritas, and $125 million preferred stock
investment by CSC and a third-party investor.  The subordinated
notes will be co-issued by DynCorp and DIV Capital Corp., a
subsidiary with nominal assets, and guaranteed by DynCorp's
domestic subsidiaries.

DynCorp is a leading provider of defense technical services and
government outsourced solutions. The company operates in two
segments, international technical services (ITS, around 60% of
revenues) and field technical services (FTS, 40%).  ITS provides a
wide range of logistical and security support services, including
international police, drug eradication, peacekeeping support, and
personal security.  FTS provides aircraft maintenance, logistics
support, and aircrew training.  Almost all sales are to the U.S.
government, primarily the departments of Defense and State.
Although the company has 52 contracts with over 100 active task
orders, the top three contracts comprise almost 60% of revenues,
making the company susceptible to program cancellation.  Also,
around 35% of contracts are indefinite delivery, indefinite
quantity -- IDIQ, meaning actual revenues could be significantly
lower than the forecast total contract value.

DynCorp's positive free cash flow generation and fairly stable
revenue base should enable it to reduce high debt leverage as a
result of the acquisition by Veritas.  Credit protection measures
are likely to be appropriate for current ratings in the
intermediate term.


ENDURANCE CLO: Fitch Sees Decrease in Junk Ratings Since Oct. 2003
------------------------------------------------------------------
Fitch Ratings affirms the class A notes of Endurance CLO I,
Ltd./Endurance CLO I, Corp. at 'AAA'.  The transaction is a cash
flow collateralized loan obligation - CLO -- that enables
investors to gain exposure to a diversified, high yield loan
portfolio.  The portfolio is managed by ING Capital Advisors, LLC.
The class A notes are insured by MBIA Insurance Corp.

Since the last rating action in October 2003, the transaction has
continued to perform within expectations.  Endurance is in its
revolving period with five years remaining.  The class A
overcollateralization - OC -- test has improved to 116.82% from
114.17% since the last rating action.  However, the class A
interest coverage - IC -- test has declined to 178.7% from 240.7%
but is still above the trigger level set at 140%.  Assets rated
'CCC+' or lower in the portfolio decreased since the last rating
action to 4.06% from 8.22%.  The amount of defaulted assets
outstanding has gone down to $2.06 million (0.75% of portfolio
collateral) from $5.99 million (2.20% of portfolio collateral).
However, the weighted average spread has declined to 2.69% from
3.36% since the last rating action.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date on Feb. 15, 2014.  The
rating for the class A notes is based on the insurance policy
provided by MBIA (rated 'AAA' by Fitch).

As a result of this analysis, Fitch has determined that the
current rating assigned to the class A notes still reflects 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/


ENRON CORP: Reorganized Debtors' First Post-Confirmation Report
---------------------------------------------------------------
Pursuant to Judge Gonzalez's order dated August 6, 2004,
Reorganized Enron Corporation and its debtor-affiliates are
required to submit periodic reports advising the Court of their
actions towards consummation of their Chapter 11 Plan.

Accordingly, on January 18, 2005, the Reorganized Debtors filed
with the Court their first post-confirmation report.

The Reorganized Debtors advise the Court that the Plan has been
substantially consummated.  On or before the Effective Date, the
Debtors satisfied or waived the conditions precedent to the
effectiveness of the Plan.

According to Martin A. Sosland, Esq., at Weil Gotshal & Manges
LLP, in New York, the Debtors have taken these steps to
consummate the Plan:

A. Commencement of Distributions in Excess of $16 Million

   Holders of Allowed Secured Claims, Allowed Priority
   Claims, Allowed Administrative Claims, and Allowed
   Convenience Claims received cash distributions aggregating
   more than $16.1 million, in full satisfaction of their claims,
   including payment in excess of $12 million in taxes.  In
   addition, more than $400,000 have been paid to cure defaults
   relating to assumption of executory contracts and unexpired
   leases pursuant to the Plan.

B. Claims Resolution Process

   The Reorganized Debtors have made significant progress in the
   reconciliation of claims:

      -- Over 11,000 claims have been ordered disallowed;

      -- Over 1,900 claims have been withdrawn; and

      -- Over 2,100 claims have been either ordered allowed or
         subordinated, with over 3,300 claims still pending
         before the Court.

   The Debtors identified over 2,400 claims for allowance.  The
   Debtors consider seeking an extension of the March 14, 2005
   deadline established under the Plan for filing claim
   objections.  The Debtors are evaluating whether there is any
   need to extend the deadline in any respect.

c. Property Transfers

   For the benefit of holders of Enron Common Equity Interests
   and Enron Preferred Equity Interests, pursuant to the Plan,
   the Reorganized Debtors transferred new shares of:

      (i) Exchanged Enron Common Stock to the Common Equity
          Trust; and

     (ii) Exchanged Enron Preferred Stock to the Preferred
          Equity Trust.

   All outstanding Enron Common Equity Interests and Enron
   Preferred Equity Interests were cancelled and are of no
   force or effect.

D. Equity Trusts

   On November 16, 2004, each of the Common Equity Trust and the
   Preferred Equity Trust was created under the Plan, the Common
   Equity Trust Agreement, and the Preferred Equity Trust
   Agreement.  Stephen Forbes Cooper, LLC, a New Jersey limited
   liability company, serves as a trustee of each of the Trusts.

E. Executory Contracts

   As of the Effective Date, the Reorganized Debtors rejected
   ___ executory contracts and unexpired leases, and assumed 381
   executory contracts and unexpired leases.

F. Creditors' Committee

   Pursuant to the Plan, the Official Committee of Unsecured
   Creditors assumed a limited role.

G. Enron Corp. Examiner

   On July 26, 2004, the ENE Examiner and his professionals were
   released and discharged from their obligations outstanding
   pursuant to the Investigative Orders of the Bankruptcy Court,
   to the extent not previously discharged.

H. Enron North America Corp. Examiner

   On the Effective Date, the ENA Examiner's role terminated
   pursuant to the Plan and the Court's order dated December 21,
   2004.

I. SEC Filings

   A Form 8-K was filed with the Securities and Exchange
   Commission, pursuant to Section 12 or 15(d) of the Securities
   Exchange Act of 1934, indicating that Enron is no longer a
   publicly held entity.

J. Assumption of Control of Business.

   Enron and many of the other Reorganized Debtors are now
   managed by a newly appointed board of directors or managing
   members.  The directors for Reorganized Enron are:

      a) John J. Ray, III, Chairman;

      b) Robert M. Deutschman, Vice-Chairman;

      c) Stephen D. Bennett;

      d) Rick A. Harrington; and

      e) James R. Latimer, III.

   On the Effective Date, Stephen Forbes assumed the role of Plan
   Administrator in accordance with a Reorganized Debtor Plan
   Administration Agreement and the Plan.

Mr. Sosland notes that several creditors appealed the
Confirmation Order.  However, as of January 18, 2005, the only
appeals still being actively prosecuted are those filed by
Upstream Energy Services and American Electric Power.

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. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.


EXCO RESOURCES: S&P Places B+ Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed Dallas, Texas-based
exploration and production -- E&P -- company EXCO Resources Inc.'s
'B+' corporate credit rating on CreditWatch with negative
implications.  The CreditWatch listing follows EXCO's announcement
that its board approved an agreement to sell the company's
Canadian subsidiary (Addison Energy Inc. (unrated)), which
represents about 43% of the company's current production (as of
Sept. 30, 2004) and about 34% of the company's total proved
reserves (as of year-end 2003 pro forma for the acquisition of
North Coast Energy Inc. (unrated)), to NAL Oil and Gas Trust
(unrated) for U.S. $452 million (Cdn $550 million).

"Although EXCO's liquidity will be significantly bolstered in the
near term as proceeds are realized from the transaction, the
negative CreditWatch listing reflects uncertainty regarding the
direction of proceeds, the low likelihood that funds will be used
for debt reduction, and the potential execution risks facing the
company, if it seeks to reinvest proceeds into additional domestic
U.S. oil and gas properties (particularly given elevated commodity
prices)," noted Standard & Poor's credit analyst Jeffrey B.
Morrison.

The CreditWatch listing will be resolved in the near term, pending
Standard & Poor's meeting with management to assess the company's
business profile going forward, discuss the expected timing and
deployment of proceeds, and evaluate the transaction's effect on
the company's reserve base and credit measures in the
near-to-intermediate term.


E*TRADE ABS: S&P Junks Preference Shares
----------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C-1, and C-2 notes, composite securities, and preference
shares issued by E*Trade ABS CDO I Ltd., a cash flow arbitrage CDO
of ABS/RMBS.  At the same time, the ratings on the class C-1, and
C-2 notes, composite securities, and preference shares are removed
from CreditWatch negative, where they were placed Jan. 3, 2005.
At the same time, the ratings on the class A-1 and A-2 notes are
affirmed based on the credit enhancement available to support the
notes.

The current rating actions reflect factors that have negatively
affected the credit enhancement available to support the notes
since the July 20, 2004, rating actions.  These factors include
continued negative migration in the collateral pool, primarily
within the manufactured housing sector.

Standard & Poor's noted that according to the Nov. 30, 2004,
monthly report, $19.768 million (or approximately 10.08%) of the
underlying assets are rated 'CCC+' and below, and all come from
bonds issued in ABS manufactured housing transactions.
Furthermore, recoveries on ABS manufactured housing assets held in
E*Trade ABS CDO I Ltd. have further declined since the
July 20, 2004, rating action.

Standard & Poor's also noted that for purposes of calculating its
overcollateralization test ratios, E*Trade ABS CDO I Ltd.
"haircuts" (or reduces the principal value of) a percentage of
assets rated below 'B-'.  Without haircutting the principal value
of these assets, the class A/B overcollateralization ratio, as of
the Nov. 30, 2004, monthly report, would have been approximately
109.21% instead of 104.81%; the class C overcollateralization
ratio would have been approximately 102.36% instead of 98.1668%.

Standard & Poor's reviewed the results of the current cash flow
runs generated for E*Trade ABS CDO I 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 interest and principal due on the notes.  When
the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool it was determined that the ratings assigned to the
class B, C, composite securities, and preference shares were no
longer consistent with the credit enhancement available.

                         Rating Lowered

                     E*Trade ABS CDO I Ltd.

                                  Rating
                  Class       To          From
                  -----       --          ----
                  B           A+          AA-

     Ratings Lowered and Removed from CreditWatch Negative

                     E*Trade ABS CDO I Ltd.

                                       Rating
            Class                  To          From
            -----                  --          ----
            C-1                    BB-         BB+/Watch Neg
            C-2                    BB-         BB+/Watch Neg
            Composite securities   B           BB/Watch Neg
            Preference shares      CCC         B+r/Watch Neg

                        Ratings Affirmed

                     E*Trade ABS CDO I Ltd.

                                   Rating
                                   ------
                       Class A-1   AAA
                       Class A-2   AAA

Transaction Information

Issuer:              E*Trade ABS CDO I Ltd.
Co-issuer:           E*Trade ABS CDO I LLC
Current manager:     E*Trade Global Asset Management
Underwriter:         Credit Suisse First Boston
Trustee:             Wells Fargo Bank N.A.
Transaction type:    CDO of ABS

    Tranche               Initial    Prior           Current
    Information           Report     Action          Action
    -----------           -------    ------          -------
    Date (MM/YYYY)        11/2002    7/2004          1/2005

    Class A-1 note rtg.   AAA        AAA             AAA
    Class A-2 note rtg.   AAA        AAA             AAA
    Class B note rtg.     AA+        AA-             A+
    Class A/B OC ratio    110.51%    107.23%         104.828%
    Class A/B OC min.     105.50%    105.50%         105.50%
    Class A-1 note bal.   $151.25mm  $116.77mm       107.38mm
    Class A-2 note bal.   $50.00mm   $50.00mm        $50.00mm
    Class B note bal.     $25.00mm   $25.00mm        $25.00mm
    Class C-1 note rtg.   BBB        BB+             BB-
    Class C-2 note rtg.   BBB        BB+             BB-
    Class C OC ratio      104.55%    100.823%        98.126%
    Class C OC ratio min. 102.00%    102.00%         102.0%
    Class C-1 note bal.   $9.50mm    $8.979mm        $9.076mm
    Class C-2 note bal.   $3.40mm    $3.213mm        $3.269mm
    Composite Sec rtg.    BBB-       BB              B
    Composite sec bal.    $5.00mm    $4.917mm        $4.917mm
    Preference shrs rtg.  BB+r      B+r             CCC

      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P Wtd. Avg. Rtg. (excl. defaulted)        BBB
      S&P Default Measure (excl. defaulted)       0.72%
      S&P Variability Measure (excl. defaulted)   1.65%
      S&P Correlation Measure (excl. defaulted)   1.42
      Wtd. Avg. Coupon (excl. defaulted)          7.38%
      Wtd. Avg. Spread (excl. defaulted)          2.191%
      Oblig. Rtd. 'BBB-' and Above                87.06%
      Oblig. Rtd. 'BB-' and Above                 89.36%
      Oblig. Rtd. 'B-' and Above                  89.92%
      Oblig. Rtd. in 'CCC' Range                  8.18%
      Oblig. Rtd. 'CC', 'SD' or 'D'               1.90%

                     S&P Rated     Current

                  OC (ROC)      Rating Action
                  --------      -------------
                  Class A-1     126.28% (AAA)
                  Class A-2     103.07% (AAA)
                  Class B       102.25% (A+)
                  Class C-1     102.02% (BB-)
                  Class C-2     102.02% (BB-)


E. BROWN, INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: E. Brown, Incorporated
        3002 Spenard Road
        Anchorage, Alaska 99503

Bankruptcy Case No.: 05-00072

Type of Business: Real Estate

Chapter 11 Petition Date: January 20, 2005

Court: District of Alaska (Anchorage)

Debtor's Counsel: Gary A. Spraker, Esq.
                  Christianson, Boutin & Spraker
                  911 West 8th Avenue, Suite 302
                  Anchorage, AK 99501
                  Tel: 907-258-6016
                  Fax: 907-258-2026

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Tax Lien on 12/27/04      $967,610
949 E. 36th Avenue
Room 211, MS A670
Anchorage, AK 99508

Northwest Ironworkers         Employee Benefits         $403,342
Employers Trust
c/o Welfare & Pension Admin.
PO Box 34203
Seattle, WA 98124

Employment Security Division  Unemployment Tax           $87,706
PO Box 34729
Seattle, WA 98124

Alaska Ironworkers Fund       Employee Benefits          $76,936

S & S Welding                 Trade Debt                 $74,258

MacDonald Miller Alaska       Trade Debt                 $57,342

Morin Corporation             Trade Debt                 $45,313

Traco                         Trade Debt                 $44,780

State of Washington           Workers Compensation       $43,390
Dept. of Labor and Industries

Denali Alaskan Insurance LLC  Insurance                  $30,336

Air Liquide America Corp.     Trade Debt                 $24,745

Puget Sound Electrical        Employee Benefits          $23,301
Workers

Krochina Architects           Trade Debt                 $22,088

Hertz Equipment Rental        Trade Debt                 $15,382

Alaska Timber Insurance       Insurance                  $15,340
Exchange

Operating Engineers           Employee Benefits          $11,534

State of Alaska               State Tax                  $10,579
Department of Labor

Municipality of Anchorage     Municipal Tax               $9,017

McKool Carlson Green          Trade Debt                  $8,205

Quality Electric              Trade Debt                  $7,062


FERRO CORP: Provides Update on Restatement Process
--------------------------------------------------
Ferro Corporation (NYSE:FOE) updated the status of its
investigation into inappropriate accounting entries in its
Performance Chemicals business and its restatement process
affecting fiscal years 2001, 2002 and 2003 and the first quarter
of 2004.  It also reported unaudited results for the second and
third quarters of 2004.  Also, the Company provided an update on
its efforts to comply with Section 404 of the Sarbanes-Oxley Act.

                           Background

Ferro announced in a July 23, 2004 press release that its Polymer
Additives business performance in the second quarter fell short of
expectations and that its Audit Committee had engaged independent
legal counsel (Jones Day) and independent auditors (Ernst & Young)
to investigate possible inappropriate accounting entries in the
Company's Polymer Additives business.

On September 15, 2004, the Company reported that the independent
investigation had generally confirmed the initial findings
reported in the July 23rd press release and that all of the
potentially irregular accounting entries had been made in the
Polymer Additives business unit and without any knowledge or
involvement of senior management.  The investigation further
concluded that substantially all of the irregular entries were
made by a subordinate divisional employee who had since left the
Company.  The release stated that the Company believed the total
non-cash, prior-period charge to earnings would be slightly less
than $6.4 million after tax.

Following completion of the investigation, the Company undertook a
thorough review of its previously-reported financial statements
for fiscal years 2001, 2002, 2003 and for the first quarter of
2004 and conducted further procedures requested by its external
auditors, KPMG LLP, to assess certain accounting issues identified
in, and tangentially related to, the investigation.

                       Investigation Update

                         Updated Findings

The Company has now substantially completed its review of
financial statements for the periods covered by the investigation
and intends to adjust its financial statements for the errors
discovered in the books of the Polymer Additives business, as well
as other items identified during the review.

While the total of all adjustments has not changed substantially,
the effect on certain quarters has changed, some positively, some
negatively.  In summary, the total of all prior-period
adjustments, i.e., prior to the second quarter of 2004, is
approximately $10.0 million of non-cash charges after tax, versus
the prior estimate of $6.4 million.  (This represents an actual
increase of $1.9 million because $1.7 million of the total
increase is attributable to adjustments the Company had previously
expected to record in the second quarter of 2004.)

             Additional Procedures Requested by KPMG

In connection with the investigation, KPMG requested that the
independent investigators perform certain additional procedures,
which included a further review of certain electronic files.  The
investigators performed those additional procedures and their
original conclusions that all of the potentially irregular
accounting entries had been made in the Polymer Additives business
unit and without any knowledge or involvement of senior management
remained unchanged.  KPMG then requested that the investigators
perform further confirmatory procedures, again including a review
of additional electronic files.  The investigators are currently
in the process of conducting those further procedures.

Recent Developments

The Company's independent investigators have recently, for the
first time, had the opportunity to interview the former
subordinate divisional employee who was responsible for
substantially all of the irregular accounting entries at the
Polymer Additives business.  The information the former employee
provided with respect to those accounting entries generally
confirmed the investigation findings with respect to those
accounting entries and the ex-employee confirmed that the entries
were made without any knowledge or involvement of senior
management.  At the same time the former employee raised a
suspicion that irregular accounting entries had been made in
another smaller business unit within Performance Chemicals.  The
investigation team is continuing its review of this matter and
will report its findings to the Audit Committee when the review is
complete.  (The Company noted that the restated financial results
set forth in this release take into account the preliminary
results of the investigation team's review of those matters.)

"We are extremely disappointed that we experienced these
accounting issues and have instituted a number of additional
measures to prevent these types of problems from occurring again.
We have replaced certain individuals and adopted enhanced controls
as part of the Company's program to comply with Section 404 of the
Sarbanes-Oxley Act," commented Tom Gannon, Vice President and
Chief Financial Officer.  "While we take some encouragement from
the fact that we identified and reported these problems on our
own, we cannot permit this situation ever to recur," Mr. Gannon
added.

                       Restatement Results

The Company has now completed its review of the Company's
financial statements for 2001, 2002, 2003 and the first quarter of
2004.  In summary, based on its review and subject to the
possibility of further adjustments as discussed in this release,
the Company has concluded the:

2001

The Company has determined that adjustments from the investigation
and restatement review do not require a restatement of the
Company's financial statements for the year ended December 31,
2001 because the adjustments are not material.  Had a restatement
been required, the Company's 2001 reported sales would have been
reduced by $0.5 million and after-tax earnings would have been
increased by approximately $1.1 million.

2002

The Company has determined that adjustments from the investigation
and restatement review do not require a restatement of the
Company's financial statements for the year ended December 31,
2002 because the adjustments are not material.  Had a restatement
been required, the Company's 2002 reported sales would have been
reduced by $1.6 million and after-tax earnings would have been
decreased by $0.2 million.

2003

The Company has decided to restate its financial statements for
the year ended December 31, 2003, also taking into account in the
first quarter of 2003 all of the adjustments identified for the
years ended December 31, 2001 and 2002.  The Company currently
anticipates that restated 2003 financial statements, taking into
account adjustments for 2001 and 2002, will reflect a reduction in
sales revenue of approximately $2.5 million and a reduction in
after-tax profits of $6.2 million.

First Quarter 2004

The Company has also decided to restate the Company's financial
statements for the quarter ended March 31, 2004.  The Company
currently anticipates that restated first quarter 2004 financial
statements will reflect a reduction in sales revenue of
approximately $0.7 million and a reduction in after-tax profits of
$3.7 million.

Additional Reviews

KPMG has not yet completed its audits and reviews of the restated
financial statements.  Although management has no reason to
believe that KPMG's audits or reviews or the additional
investigative reviews or procedures described in this release will
result in any material change to the results set forth in this
release, further adjustments are possible as the audits, reviews,
and procedures are completed.

         Results for the Second and Third Quarters of 2004

The investigative procedures undertaken in July 2004, the follow-
up of additional procedures requested by KPMG, the analysis of
potential restatements of previously-issued financial statements,
and recent developments described above have delayed the Company's
issuance of financial statements for the second and third quarters
of 2004.  Subject to the caveats noted as to possible additional
adjustments, however, the Company is now releasing the following
unaudited results for those quarters:

Second Quarter 2004

Second quarter sales of $474.1 million were 14.2% higher than the
restated second quarter of 2003 while net income of $10.8 million
was almost quadruple the restated quarter of 2003.  The revenue
increase was driven by strong demand in the global electronics
market, improved economic conditions in North America, continued
robust growth in the Asia-Pacific region and the strong Euro.  The
increase in net income was due to the improvement in demand and
the Company's cost reduction efforts offset by raw material cost
increases in excess of price recovery.  Also, the second quarter
of 2003 included an after-tax charge of $0.8 million for one-time
items.

As a result of the accounting issues in the Polymer Additives
business, the Company has, as required by FAS 142, evaluated the
possibility that the carrying value of the assets of that business
are impaired.  Based on its evaluation, the Company has concluded
that the assets are not impaired.  However, because the calculated
value of the business was very close to the carrying value, the
Company has engaged a third-party appraiser to conduct an
independent valuation of the Polymer Additives business.
Depending on the outcome of that review, additional assessments of
the value of the assets of the Polymer Additives business may be
required.  If, as a result of those assessments, the Company
concludes that an impairment charge is required, that charge would
most likely be recorded in the second quarter of 2004.

Third Quarter 2004

Third quarter sales were $441.7 million, 11.0% higher than the
restated third quarter of 2003 and net income was $6.9 million
versus a loss of $0.8 million for the restated third quarter of
2003.  The increase in revenue was driven by continued strength in
the Asia-Pacific, North American and South American markets, and
the strength of the Euro.  Global electronics demand was also
higher, although the Company experienced a slowdown in this
segment near the end of the quarter as customers began reducing
their inventories.  Net income was higher due to the increase in
revenue and cost reduction efforts offset by raw material cost
increases not fully recovered by price increases.  The third
quarter of 2003 included after-tax one-time charges of $7.3
million largely due to restructuring actions, while the third
quarter of 2004 included after-tax charges of $1.2 million largely
related to the costs of the investigation.

                       Additional Reviews

KPMG has not completed its review of the Company's results for
second and third quarters of 2004.  Although management has no
reason to believe that KPMG's review will result in any material
change to the results set forth in this release, further
adjustments are possible as KPMG completes its review and the
additional procedures described above are completed.

"During the second and third quarters we experienced favorable
demand conditions in all of our businesses," said Chairman and
Chief Executive Officer, Hector R. Ortino.  "Our markets in North
America, South America and Asia continue to be strong, while
Europe has been sluggish.  Following a very strong first eight
months of 2004, demand in the electronics market slowed toward the
end of the third quarter, a slowdown that has continued into early
2005.  We expect that this slowdown, which was the result of
customers' inventory corrections, will be temporary with demand
improving in the second quarter of 2005.  Raw material cost
increases continue to be an issue although we have seen some
moderation recently.  Also, we have taken a more aggressive
approach to raising prices to offset these cost issues."  Mr.
Ortino added, "During the year, we reduced our total debt by
$28 million, as we have closely controlled capital expenditures
and working capital."

Regarding the Company's Polymer Additives business, Mr. Ortino
said, "We have moved aggressively to improve the fundamentals of
that business, while at the same time dealing with the accounting
issues raised in the investigation.  The division has a new
management team in place and has announced three rounds of price
increases to offset rising raw material costs, and our previously
announced cost reduction program is expected to save $4 to $5
million annually to help further improve the division's
profitability."

                  Sarbanes-Oxley 404 Compliance

The Company has invested a substantial amount of time, effort and
resources into developing a comprehensive process aimed at meeting
the requirements of Section 404 of the Sarbanes-Oxley Act.
Management believes it developed sufficient documentation of its
enhanced internal controls and performed sufficient testing of
those controls as of December 31, 2004 to enable it to complete
the management assessment required under Section 404. Management
will soon be undertaking the process of finalizing its evaluation
of the Company's internal controls as of the end of 2004 and
believes that assessment can be made on a timely basis.

Other

As indicated in the July 23, 2004 press release, at the outset of
its own investigation, the Company voluntarily disclosed the
possible inappropriate accounting entries in the Company's Polymer
Additives business to the Securities and Exchange Commission.
Since that time, Ferro has continued to cooperate with the SEC and
the Department of Justice in connection with the Government's
investigation of the matter.

The Company will be filing an amended Form 10-K for its fiscal
year ended December 31, 2003, and an amended Form 10-Q for its
fiscal quarter ended March 31, 2004, when KPMG has completed its
audit of restated 2003 financial statements and reviews of
restated quarterly 2004 financial statements and the reviews and
additional procedures described in this release have been
completed.  Thereafter, the Company will file its Forms 10-Q for
its fiscal quarters ended June 30 and September 30, 2004.  Ferro
has received technical waivers from its bank group through March
31, 2005, regarding the delay in providing quarterly financial
reporting documents required under the Company's revolving credit
agreement.

The Company expects to announce its full-year results for 2004
during February in accordance with its past practice.

                            Conclusion

Mr. Ortino concluded, "Overall, our long-term strategy has not
changed.  Our actions are still guided by our Leadership Agenda,
which has successfully transformed Ferro into a technology-driven
specialty materials company with a higher growth profile.  Our
springboard businesses are strong, and we will continue to direct
our investments toward those businesses that show the greatest
potential for profitable growth."

                     About Ferro Corporation

Ferro Corporation is a leading producer of performance materials
sold to a broad range of manufacturers serving diverse markets
throughout the world.  The Company has operations in 20 countries
and reported sales of $1.6 billion in 2003.  For more information
on Ferro, visit the Company's Web site at http://www.ferro.com/or
contact Tom Gannon, 216-875-6205.

                          *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Cleveland, Ohio-based-Ferro Corp. to 'BB+' from 'BBB-'
and placed the ratings on CreditWatch with negative implications.
The downgrade reflects Ferro's announcement that it expects to
report a shortfall in second-quarter 2004 operating earnings,
largely because of the poor performance by the polymer additives
business.

The CreditWatch placement reflects Standard & Poor's concerns
regarding the quality and adequacy of the company's accounting
controls and the accuracy of financial reporting.  The concerns
arose as a result of Ferro's plan to take a charge for the 2004
second quarter because of recently identified inappropriate
accounting entries in the polymer additives unit.  Those
accounting entries overstated the unit's results.

"The substantial, unexpected earnings shortfall significantly
reduces the predictability of the timing and magnitude of the
recovery of cash flow protection measures, said Standard & Poor's
credit analyst Wesley Chinn, "including the ratio of funds from
operations to total debt, which at less than 20% is subpar even
for the revised ratings."


GOTT CREEK INC: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gott Creek Inc.
        3576 California Road
        Orchard Park, New York 14127

Bankruptcy Case No.: 05-10423

Chapter 11 Petition Date: January 20, 2005

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Jason J. Evans, Esq.
                  5350 Main Street
                  Williamsville, NY 14221
                  Tel: 716-630-0555
                  Fax: 716-634-9709

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Effort Trust Company      9490, 9510 and            $890,855
240 East Main Street          9520 Transit Road
Hamilton, Ontario L8n1h5      secured value:
                              $200,000

Silvestri Architects          Services Provided          $48,736
80 Pineview Drive
Buffalo, NY 14228

Woodbridge Construction       Services Provided          $30,469
3576 California Road
Orchard Park, NY 14127

Erie County Department        Property Taxes             $16,618
of Finance

Barron & Associates PC        Services Provided           $6,130

Howard P. Schultz             Services Provided           $5,000
& Associates

Fuerstein & Smith             Services Provided           $2,496

Wiiliam Scott Architect PC    Services Provided             $960

Campagna & Gallson CPA        Services Provided             $950

Block, Colucci, Notaro        Legal Fees                    $625
& Laing PC

Atkinson & Uebelhoer, PC      Services Provided             $413

FRA Engineering               Services Provided             $362

Buffalo Exterminating         Services Provided             $324


GREIF INC: Improved Financial Profile Prompts S&P to Lift Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Greif, Inc., to 'BB+' from 'BB' and its
subordinated debt rating to 'BB-' from 'B+'.  At Oct. 31, 2004,
the Delaware, Ohio-based manufacturer of industrial packaging
products had approximately $523 million in total debt outstanding,
including receivable securitizations and the present value of
operating leases.  The outlook is stable.

"The upgrade reflects Greif's improved financial profile and our
expectations of continued strengthening of the business profile as
several lean initiatives gain momentum," said Standard & Poor's
credit analyst Joel Levington.  "The rating action also
incorporates management's more moderate financial policies."

Greif continues to implement a number of lean manufacturing
initiatives, which at first focused on improving the company's
cost structure through facility consolidation, asset productivity
improvement, and working capital efficiency.  We expect these
actions to continue to drive out excess capacity in the company's
manufacturing and back offices in the near term.  Nevertheless,
operations have significant fixed costs because of the capital
intensity of the businesses.  We are not expecting large
acquisitions, but the company may pursue bolt-on acquisitions that
either extend its product platforms or geographic reach.  A
moderate amount of debt capacity is factored into our ratings and
outlook.

Earnings quality should improve in 2005 because of healthy
industry fundamentals, improved working capital management, and an
expected decline in notable restructuring charges to the
$15 million-$20 million range, from $50 million in 2004.  Capital
expenditures may increase about 40% in 2005, although they are
expected to remain below depreciation and amortization levels.  As
a result, Greif should generate a healthy amount of free cash flow
in 2005, which is expected to be used for further debt reduction
and possibly for acquisitions.

Standard & Poor's notes that Greif's corporate governance profile
is somewhat weakened by having a board controlled by a majority of
insiders and affiliated outsiders and that key board committees
include non-independent members.  To date, these factors have not
been a meaningful driver of ratings activity.


HIA TRADING: Abacus Advisors Approved as Financial Consultants
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave HIA Trading Associates and its debtor-affiliates permission
to employ Abacus Advisors Group LLC as their financial
professional.

Abacus Advisors will:

   a) oversee, with the approval of the Debtors' Board of
      Directors and the Chief Executive Officer, all
      restructuring and financing related efforts of the Debtors,
      including:

       (i) the activities of all professionals retained to assist
           in the Debtors' restructuring efforts, and

      (ii) the preparation and presentation of reports and other
           general communications with the Debtors' creditors and
           shareholders including their Schedules of Assets and
           Liabilities, Statement of Financial Affairs and Monthly
           Operating Reports;

   b) monitor and review the Debtors' short-term cash management
      procedures.

   c) review and analyze information concerning debtor in
      possession financing and any cash collateral
      agreements and assist with DIP financing hearings;

   f) advise the Debtors regarding the disposition of assets,
      including designated store locations, inventory, furniture,
      fixtures and equipment, and leasehold interests or fee owned
      properties;

   g) review and advise the Debtors with respect to issues
      associated with any store closures and to the timing and
      coordination of any planned store closures;

   h) review and inspect the Debtors' assets, including inventory,
      operating leases, real estate leases and fixed assets; and

   i) negotiate with landlords, mortgagees and other relevant
      parties to obtain rent and other concessions.

Robert Zable, a Senior Manager at Abacus Advisors, discloses that
the Firm received a $200,000 retainer fee and a $10,000 expense
advance fee.

Mr. Zable reports that Abacus Advisors' compensation consist of a
monthly fee of $200,000, and in the event that the Debtor obtains
a confirmation for a chapter 11 plan, the Debtor and Abacus
Advisors will mutually agree on a success fee for the Firm.

Abacus Advisors assures the Court that it does not represent any
interests adverse to the Debtors or their estates.

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- and its affiliates
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 Company and its
debtor-affiliates filed for chapter 11 protection on January 12,
2005 (Bankr. S.D.N.Y. Case No. 05-10171).  Adam L. Rosen, Esq., at
Scarcella Rosen & Slome LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $67,500,000 and total
debts of $90,000,000.


HIA TRADING: Look for Bankruptcy Schedules by Feb. 28
-----------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave HIA Trading Associates and its
debtor-affiliates, more time to file their Schedules of Assets and
Liabilities, Statements of Financial Affairs, Schedules of Current
Income and Expenditures, and Schedules of Executory Contracts and
Unexpired Leases.

The Debtors tell the Court that because they have 30 debtor-
affiliates and operate nine retail stores in nine states, they
will be unable to complete the filing of their Schedules and
Statement within 15 days after the Petition Date as required under
Bankruptcy Rule 1007(c).

The Debtors add that to prepare their Schedules and Statements,
they must compile information from books, records, and documents
relating to a multitude of transactions at several locations
throughout the U.S. and collection of those information will
require a lot of time and effort on the part of the Debtors and
their employees.

The Debtors assure Judge Drain that the extension will give them
more time in working diligently with their professional advisors
and employees in expediting the preparation and filing of their
Schedules and Statements on or before the extension deadline.

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- and its affiliates
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 Company and its
debtor-affiliates filed for chapter 11 protection on January 12,
2005 (Bankr. S.D.N.Y. Case No. 05-10171).  Adam L. Rosen, Esq., at
Scarcella Rosen & Slome LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $67,500,000 and total
debts of $90,000,000.


HOLLINGER: Prices Retractable Common Shares at $4.65 per Share
--------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) discloses that the
retraction price of the retractable common shares of the
Corporation as of January 21, 2005, shall be $4.65 per share.

Hollinger's principal asset is its interest in Hollinger
International, Inc., which is a newspaper publisher the assets of
which include the Chicago Sun-Times, a large number of community
newspapers in the Chicago area, a portfolio of news 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.


INTELSAT LTD: Satellite Failure Cues Moody's to Revise Outlook
--------------------------------------------------------------
Moody's Investors Service changed its rating outlook on Intelsat
Ltd. to negative from stable following the satellite operator's
announcement of a second satellite failure in as many months.

The ratings downgraded and assigned by Moody's on Jan. 14, 2005,
are affirmed and listed below:

Ratings affirmed with negative outlook:

   -- Intelsat, Ltd.:

      * Senior Implied - B1

      * Unsecured Issuer Rating - B3

      * $400 Million 5.25% Global notes due in 2008 - B3

      * $600 Million 7.625% Sr. Notes due in 2012 - B3

      * $700 Million 6.5% Global Notes due in 2013 - B3

      * $200 Million 8.125% Eurobonds due in 2005 at Ba3 (Upon the
close of the transaction, these notes share ratably in the same
security as the senior secured bank credit facility at Intelsat
(Bermuda) and benefit from the same senior secured operating
company guarantees).

      * The speculative grade liquidity rating - SGL-2

   -- Intelsat Bermuda:

      * $300 Million Sr. Secured Revolver due in 2011 - Ba3

      * $350 Million Sr. Secured T/L B due in 2011 - Ba3

      * Sr. Floating Rate Notes due in 2012 - B1

      * Sr. Fixed Rate Notes due in 2013 - B1

      * Sr. Fixed Rate Notes due in 2015 - B1

The negative outlook is based on Moody's concerns that Intelsat
may incur additional capital expenditures and operating expenses
as a result of its second major satellite anomaly in less than two
months.  Moody's is also concerned that existing and potential
Intelsat customers may lose confidence as a result of these two
anomalies occurring so close together, one of which resulted in a
total failure, though we note that the first anomaly did not
ultimately result in any loss of customers, and the company
retained nearly half of its customer revenues on the second which
resulted in a total satellite failure.  Moody's may change the
negative outlook back to stable if the conclusions of failure
review boards established to investigate the cause and future
implications of these satellite failures reveal no systemic
concerns.

On the other hand, the rating could fall if Zeus Holdings Ltd.
reduces the amount of equity relative to debt used to fund its LBO
of Intelsat as opposed to the company's stated objective to apply
any purchase price adjustment fully towards a reduction of the
previously planned notes issues, or if insurance costs
dramatically rise in the future.

Intelsat's ratings broadly reflect the significant leveraging of
Intelsat's capital structure as a result of the Zeus LBO.  The
ratings also reflects Intelsat's operational challenges, which are
mostly a function of a shifting business focus to higher growth
corporate and government as well as video fixed satellite services
-- FSS -- from declining telecom FSS business.  The rating is
supported by Intelsat's significant revenue backlog, which totals
more than three years of the company's current revenue levels
(with approximately 99% non-cancelable contracts or contracts
cancelable with substantial penalties), and leading market share
in the carrier, corporate, Internet and government FSS.  The
ratings also benefit from Intelsat's high EBITDA margins and
strong geographic coverage.

On January 14, 2005, Intelsat's IS-804 satellite lost power.
Intelsat does not expect to restore any functionality on this
satellite as it had done with its IA-7 satellite two months
earlier.  As a result, Intelsat expects to only retain slightly
less than half of its annual revenue associated with IS-804
satellite.  In Moody's view, depending upon the amount of purchase
price reduction and commensurate debt reduction, if any, the
failure could have the impact of slightly increasing leverage
going forward as a result of the loss of its revenue and cashflow.
The IS-804 was located over the Pacific and was used primarily by
PTTs for FSS telephony, a declining business for Intelsat.  As a
result, Moody's believes reassigning displaced customers will be
challenging.  As the merger with Zeus has not yet concluded, the
loss of the satellite constitutes a material adverse change in the
transaction agreement and Zeus has the right to renegotiate the
purchase price.  Moody's believes that since the IS-804 was
uninsured and the failure could have increased risk implications
on the other three Intelsat satellites of the same series, Zeus
may negotiate a lower purchase price.

Intelsat, headquartered in Bermuda, owns and operates a global
communication satellite system that provides capacity for voice,
video, networks services, and the Internet in more than 200
countries and territories.


iSTAR ASSET: S&P Lifts Rating on Class M Bonds from BB+ to A-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of collateralized mortgage bonds from iStar Asset
Receivables Trust's series 2002-1.  Concurrently, the ratings on
three classes from the same series are affirmed.

The raised and affirmed ratings reflect increased credit support,
solid operating performance across much of the trust collateral,
and an absence of any loans in special servicing or on the
servicer's watchlist.

As of Dec. 29, 2004, the trust collateral consisted of 30 loans
with an aggregate outstanding principal balance of $636.2 million,
down from 41 loans with a balance of $1,065.5 million at issuance.
This collateral consists of first mortgages, as well as a second-
and third-mortgages for which the senior debt is included in the
trust.  The trust also includes six mezzanine loans and a junior
participation in a first mortgage, which account for 11.8% of the
portfolio.  The mezzanine loans are all secured by ownership
interests in commercial real estate.  The fourth-and fifth-largest
loans are floating-rate and account for 15.7% of the trust
collateral.  The master servicer, GMAC Commercial Mortgage Corp.
-- GMACCM, provided 2003 financial data for 100.0% of the pool.
Based on this information, Standard & Poor's calculated a weighted
average net cash flow debt service coverage (DSC) ratio of 1.73x,
up from 1.63x at issuance.  The DSC figure is "all-in" and
accounts for senior debt service held outside the trust.

The top 10 loans have an aggregate outstanding balance of
$471.5 million (74.1%) and reported a 2003 DSC of 1.81x, up from
1.72x at issuance.  The third-largest loan in the portfolio, known
as the Ford City Mall, has a current outstanding balance of
$64.8 million (10.2%).  This figure reflects the senior
participation amount that is held inside the trust.  The junior
participation is held outside the trust.  On Jan. 12, 2004, an
explosion occurred in the mall parking lot.  According to news
releases, this caused significant damage to the parking area and
the mall was shut down for four days.

GMACCM has confirmed to Standard & Poor's that the borrower is in
compliance with its various insurance obligations including
property and casualty insurance as well as business interruption
insurance.  The eighth-largest loan is a junior-participation
secured by Landmark Center, which has a $27.1 (4.3%) million
balance held in the trust.  The senior participation is not
included in the trust collateral.  The underlying properties that
secure the top 10 loans were characterized as "good" or
"excellent" in recent property inspections.

The largest loan in the portfolio amounts to $98.9 million (15.5%)
and is secured by six industrial facilities constructed between
1995 and 1999.  These facilities are 100% tenanted by, and were
custom built for, the Goodyear Tire & Rubber Co.  The corporate
credit rating on Goodyear was 'BB+' when this transaction was
issued.  However, Standard & Poor's lowered this rating to 'BB-'
in December 2002 and to 'B+' in May 2004.   Goodyear provided
additional collateral at issuance for its obligation related to
this loan in the form of a $20.0 million LOC. In the event that
Standard & Poor's senior unsecured debt rating on Goodyear is
'BBB+' or higher and 'Baa1' or higher from Moody's, and no default
exists under this obligation, Goodyear may request that the
security deposit be waived.

There are no specially serviced assets in this transaction. Also,
there are no loans on GMACCM's watchlist.

The properties underlying the trust collateral have concentrations
in excess of 10.0% in:

               * New York (21.2%),
               * Massachusetts (14.3%), and
               * Illinois (10.2%).

Property concentrations are found in:

               * office (33.9%),
               * other/special-purpose (29.6%), and
               * industrial (25.6%) assets.

The other/special-purpose category consists primarily of:

   * Doral Arrowwood (11.6%), a conference center in Rye Brook,New
     York, and

   * Chelsea Piers (9.6%), a sports and entertainment complex in
     New York City.

Standard & Poor's has confirmed that the second-largest loan,
Doral Arrowwood, paid off after the latest remittance report was
issued.

Standard & Poor's analysis included re-modeling the transactions
with current servicer data as well as examining those loans with
credit issues.  The resultant credit enhancement levels support
the raised and affirmed ratings.

                         Ratings Raised

                 iStar Asset Receivables Trust
          Collateralized mortgage bonds series 2002-1

                     Rating
           Class   To      From    Credit Enhancement
           -----   --      ----    ------------------
           D       AAA     AA+                 54.43%
           E       AAA     AA                  47.73%
           F       AAA     AA-                 43.54%
           G       AAA     A+                  40.19%
           H       AAA     A                   36.01%
           J       AA+     A-                  31.82%
           K       AA-     BBB                 27.63%
           L       A+      BBB-                24.28%
           M       A-      BB+                 21.35%

                        Ratings Affirmed

                 iStar Asset Receivables Trust
          Collateralized mortgage bonds series 2002-1

              Class    Rating   Credit Enhancement
              -----    ------   ------------------
              A-2      AAA                  68.24%
              B        AAA                  61.96%
              C        AAA                  57.78%


iSTAR FIN'L: Proposed Falcon Acquisition Has No Effect on Ratings
-----------------------------------------------------------------
iStar Financial, Inc.,  plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

     -- Senior unsecured debt: 'BBB-';
     -- Preferred stock 'BB';
     -- Rating Outlook Stable.

iStar will acquire Falcon through an approximately $120 million
cash offer that is expected to close by the end of the first half
of 2005.  The offer is expected to be funded on iStar's unsecured
revolving line of credit.  In Fitch's view, the acquisition of
Falcon, which had $230 million of assets as of Sept. 30, 2004, is
small and will not materially impact iStar's credit metrics.  In
addition, prior to the acquisition iStar had provided
substantially all of Falcon's on-balance sheet financing.  In the
course of this, the company has underwritten most of the loans
originated by Falcon over the past 12 months.

Of greater focus to Fitch is the ultimate direction and quality of
iStar's asset growth.  Strong competition in both the leasing and
mortgage loan businesses have created meaningful challenges for
iStar's asset origination business.  In Fitch's view, this is
leading the company to explore new and different growth strategies
distinct from its traditional organic growth model.  While this is
not a distinct positive or negative, it will require continued
evaluation of the company's evolving asset base and
capitalization.

Although auto dealership real estate loans are present in iStar's
existing portfolio, they will become present on a larger scale
than they have been historically, and they will have a greater
unsecured component.  Specifically, the loan to value - LTV --
characteristics of Falcon's loan product are substantially higher
than iStar's core historic LTV for its portfolio of first and
mezzanine mortgages.  LTV's for dealership loans often reach from
90% to over 150% of real estate value as they also often finance
not only real estate but business franchise value as well.  In
addition, Fitch believes that the auto dealership market is
typically well served by the bank market which may be a
competitive factor.

Falcon is a publicly registered, self-advised mortgage real estate
investment trust - REIT -- headquartered in Stamford, Connecticut.
Falcon's business is solely focused on originating and servicing
loans to automotive dealers.  It had roots dating to 1997 and has
originated over $750 million of loans since it was founded.
Falcon generally finances only dealers of new automobiles that
sell at least 400 cars per year, and have revenues in excess of
national averages.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of high quality commercial real
estate nationwide.  iStar leverages its expertise in real estate,
capital markets, and corporate finance to serve corporations with
sophisticated financing requirements.  As of Sept. 30, 2004, loans
and other lending investments totaled $3.9 billion and real estate
subject to credit tenant leases totaled $3 billion.


JEAN COUTU: Will Hold Second Quarter 2004 Conference Call Tomorrow
------------------------------------------------------------------
The Jean Coutu Group Inc. said the release of results and related
conference call for the second quarter ended Nov. 27, 2004, will
take place on Jan. 25, 2005, at 9:00 a.m. Eastern time.

Financial analysts are invited to attend the Jean Coutu conference
call during which the financial results of the second quarter of
fiscal 2004-2005 will be presented.  To join, dial 1-800-387-6216.

Media and other interested individuals are invited to listen to
the live or deferred broadcast on The Jean Coutu Group (PJC) Inc.
corporate website at http://www.jeancoutu.com/ A full replay will
also be available by dialing 1-800-408-3053 until Feb. 25, 2005,
(access code 3127132 (pound sign)).

                        About the Company

The Jean Coutu Group (PJC) Inc. is the fourth largest drugstore
chain in North America and the second largest in both the eastern
United States and Canada.  The Company and its combined network of
2,225 corporate and affiliated drugstores (under the banners of
Eckerd, Brooks, PJC Jean Coutu, PJC Clinique and PJC Sante Beaute)
employ more than 60,000 people.

The Jean Coutu Group's United States operations employ over 46,000
persons and comprise 1,904 corporate owned Eckerd and Brooks
drugstores located in 18 states of the Northeastern, mid-Atlantic
and Southeastern United States.  The Jean Coutu Group's Canadian
operations and the drugstores affiliated to its network employ
over 14,000 people and comprise 321 PJC Jean Coutu franchised
stores in Quebec, New Brunswick and Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 14, 2005, the
Jean Coutu Group, Inc., confirmed that, in compliance with CSA
Staff Notice 57-301, it had filed a Notice of Default for failing
to file its financial statements for the second quarter on time.

As discussed in the Company's prior announcement, this Notice is
expected to result in a Management Cease Trading Order being
issued with effect from Jan. 12, 2005, which will preclude
officers, directors and specified insiders from trading in
securities of the Company until such time as the financial
statements are filed.

The Company disclosed that it was not able to file its unaudited
interim financial statements for the 13-week period ended Nov. 27,
2004 which were due on Jan. 11. The default was due to a
conversion of several distinct general ledger and reporting
systems into one integrated system following the completed
acquisition of Eckerd in July 31, 2004. The Company expects to
file these financial statements no later than Jan. 25, 2005.

An Issuer Cease Trading Order may be imposed on March 12, 2005, if
the required financial statements are not filed by this time. The
issuer may be imposed sooner if the Company fails to file its
Default Status Reports on a bi-weekly basis.

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group, Inc.'s
US$250 million senior unsecured notes 'B'.  The new notes will
replace a like amount of the company's initially proposed
US$1.2 billion senior subordinated notes, to be reduced to
US$950 million.  The 'BB' bank loan ratings and the '1' recovery
rating indicate that lenders can expect full recovery of principal
in the event of a default.  The outlook is negative.


JEANETTE'S LITTLE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jeanette's Little Haven, Inc.
        7110 Holly Hill Drive
        Dallas, Texas 75231

Bankruptcy Case No.: 05-30769

Type of Business: The Debtor operates a day care for pre-
                  schoolers.

Chapter 11 Petition Date: January 20, 2005

Court: Northern District of Texas (Dallas)

Judge:  Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 13 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Internal Revenue Service                       $82,255
1100 Commerce Street
Mail code 5027-DAL
Dallas, Texas 75242

Bank of America                                $51,283
PO Box 2463
Spokane, Washington 99210

Office MAX                                      $5,757
PO Box 9020
Des Moines, Iowa 50368

Micro Sheild                                    $3,275

The Home Depot                                  $2,408

Texas Fleet                                     $2,101

Sam's Club                                      $1,783

Sunbeam Foods                                   $1,500

Cingular Wireless                               $1,077

Chubb Security Systems                          $1,045

Exxon                                             $970

Play Work, Inc.                                   $739

Terminiz                                          $257


KAISER ALUMINUM: Judge Fitzgerald Okays Old Republic Stipulation
----------------------------------------------------------------
To recall, Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., local counsel to Kaiser Aluminum, relates that Old
Republic has issued or shortly will issue new insurance coverage
in accordance with the terms of binders delivered to the Debtors,
which will continue this array of insurance coverage through
October 14, 2005, on essentially the same terms and conditions as
the 2003-2004 Policies.  The Letter of Credit securing the
Debtors' obligations to Old Republic will be increased from
$8,720,000 to $9,644,219.

As a condition to the issuance of the New Policies, the Debtors
agreed to enter into a third stipulation, the basic terms of
which, are similar to conditions agreed to in connection with the
2003-2004 Policies.

The Debtors ask the Court to approve the Third Stipulation.

Mr. DeFranceschi asserts that the New Policies are critical to the
Debtors' operations.  Any interruption in the insurance coverage
could have severe adverse effects upon the Debtors' ability to
retain employees and maintain their business operations.  It is a
condition to the issuance of the New Policies that the Debtors
enter into and obtain Court approval of the Third Stipulation.
The Third Stipulation was negotiated at arm's-length and in good
faith.  The Court's approval will permit the Debtors to maintain
workers' compensation, automobile liability, and general liability
insurance for the upcoming year at rates that the Debtors believe
will be favorable to their estates.

*   *   *

Judge Fitzgerald approves the Third Stipulation between the
Debtors and Old Republic Insurance Company.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KEY ENERGY: William Austin Replaces Royce Mitchell as CFO
---------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) has named William M. Austin
as Chief Financial Officer.  Mr. Austin succeeds Royce W. Mitchell
and will be based in Houston.

Mr. Austin has served as an advisor to the Company for the past
six months.  Prior to joining the Company, Mr. Austin served as
Chief Restructuring Officer of Northwestern Corporation from 2003
to 2004.  Mr. Austin has also served as Chief Executive Officer,
U.S. Operations, of Cable & Wireless/Exodus Communications from
2001 to 2002 and as Chief Financial Officer of BMC Software from
1997 to 2001.  Prior to that, Mr. Austin spent nearly six years at
McDonnell Douglas Aerospace, serving most recently as Vice
President and Chief Financial Officer, and eighteen years at
Bankers Trust Company.

Dick Alario, the Company's Chairman and CEO, stated, "Bill Austin
is a seasoned executive who brings significant experience to the
Key team.  Mr. Austin has been working with the Company for
several months and is fully up to speed on its operations and
finances.  I have great confidence in Bill's ability to assist the
Company in completing the restatement process and to help lead Key
in its next phase of growth."

Mr. Alario continued, "Royce Mitchell and the Company have
mutually agreed that now is the proper time for him to leave Key
and pursue other career interests.  Royce will continue to assist
the Company in completing the restatement process.  I thank Royce
for his service to Key Energy Services and wish him well in his
future endeavors."

                        About the Company

Key Energy Services, Inc. is the world's largest rig-based well
service company.  The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services.  The Company has
operations in all major onshore oil and gas producing regions of
the continental United States and internationally in Argentina and
Egypt.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2004,
Standard & Poor's Ratings Services' 'B' corporate credit rating on
Key Energy Services Inc. remains on CreditWatch with developing
implications.

Midland, Texas-based Key had about $485 million of total debt
outstanding as of June 30, 2004.


LEPPLA MOVING & STORAGE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Leppla Moving & Storage, Inc.
        303 West Southern Avenue
        Mesa, Arizona 85210

Bankruptcy Case No.: 05-00823

Type of Business: The Debtor provides moving and warehousing
                  services.
                  See http://www.movingyourfurniture.com/

Chapter 11 Petition Date: January 19, 2005

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: J. Kent Mackinlay, Esq.
                  Warnock, Mackinlay & Associates, PLLC
                  1019 South Stapley Drive
                  Mesa, AZ 85204
                  Tel: 480-898-9239
                  Fax: 480-833-2175

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


LIONEL CORP: Files Schedules of Assets and Liabilities
------------------------------------------------------
Lionel LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York their
schedules of assets and liabilities disclosing:

  Name of Schedule          Assets        Liabilites
  ----------------          ------        ----------
A. Real Property          $ 5,402,198
B. Personal Property       38,922,682
C. Property Claimed
   as Exempt
D. Creditors Holding
   Secured Claims                         $39,823,699
E. Creditors Holding
   Unsecured Priority
   Claims
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                 $53,695,216
                           -----------    -----------
   Total                   $44,324,881    $93,518,915

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtors on their
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


LUNA GOLD: Closes $2,270,350 Private Equity Placement
-----------------------------------------------------
Luna Gold Corp. (TSXV-LGC.U) reported that its private placement
announced in its news release dated November 2, 2004, was accepted
for filing by the TSX Venture Exchange on January 14, 2005.  On
January 18, 2005, in accordance with the provisions of the private
placement, Luna issued a total of 7,567,835 units at a price of
US$0.30 per Unit, each Unit consisting of one common share and one
share purchase warrant, each warrant entitling the holder to
purchase one additional common share in Luna's capital stock at a
price of US$0.50 per share on or before January 18, 2007.

The shares, the warrants and any shares issued on exercise of the
warrants will be subject to a hold period in British Columbia,
Alberta and Ontario expiring on May 19, 2005.  The Securities are
also subject to the TSX Venture Exchange's hold period, which will
also expire on May 19, 2005.

Luna Gold Corp. is a mining exploration company with a focus on
gold exploration in China and Nevada.  Luna looks to use its
strengths in project generation to acquire prospective properties
with the intent of joint venturing them to value add partners.

As of September 30, 2004, the Company's stockholders' deficit
widened to $138,413 compared to a $37,016 deficit at
December 31, 2003.


LYONDELL CHEMICAL: Declares $0.225 Per Share Quarterly Dividend
---------------------------------------------------------------
The Board of Directors of Lyondell Chemical Company (NYSE: LYO)
declared a regular quarterly dividend of $0.225 per share of
common stock to stockholders of record as of the close of business
on Feb. 25, 2005.

The regular quarterly dividend on each share of outstanding common
stock is payable in cash on March 15, 2005.

                        About the Company

Lyondell Chemical Company -- http://www.lyondell.com/--  
headquartered in Houston, Texas, is North America's third-largest
independent, publicly traded chemical company.  Lyondell is a
major global manufacturer of basic chemicals and derivatives
including ethylene, propylene, titanium dioxide, styrene,
polyethylene, propylene oxide and acetyls.  It also is a
significant producer of gasoline blending components.  The company
has a 58.75 percent interest in LYONDELL-CITGO Refining LP, a
refiner of heavy, high-sulfur crude oil.  Lyondell is a global
company operating on five continents and employs approximately
10,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service confirmed the ratings on the debt of
Millennium Chemicals, Inc. (senior unsecured convertibles at B1),
and Millennium Americas, Inc. (guaranteed senior unsecured notes
and debenture at B1).  Moody's also withdrew the senior implied
and issuer ratings of Millennium Chemicals, Inc., and Equistar
Chemical Company now that they are both wholly owned subsidiaries
of Lyondell Chemical Company.  Additionally, Moody's affirmed
Lyondell's and Equistar's long term debt ratings and raised the
speculative grade liquidity rating of Equistar to SGL-1 and
Lyondell to SGL-2.

Ratings confirmed:

   -- Millennium Chemicals Inc.

      * Senior unsecured convertible debt; $150 million -- B1

   -- Millennium Americas Inc.

      * Guaranteed senior secured credit facility; $150 million
        -- Ba2

      * Guaranteed senior unsecured notes and debenture;
        $1.2 billion -- B1

Ratings affirmed:

   -- Lyondell Chemical Company

      * Senior implied -- B1
      * Senior secured credit facility; $350 million -- B1
      * Senior secured notes and debentures; $3.55 billion -- B1
      * Issuer rating -- B2
      * Senior subordinated notes due 2009; $500 million -- B3

   -- Equistar Chemical Company

      * Senior implied at B1
      * Senior unsecured notes and debentures; $2.3 billion -- B2

Ratings raised:

   -- Equistar Chemical Company

      * Liquidity rating to SGL-1 from SGL-2

   -- Lyondell Chemical Company

      * Liquidity rating to SGL-2 from SGL-3

Ratings withdrawn:

   -- Equistar Chemical Company

      * Senior implied
      * Issuer rating

   -- Millennium Chemicals Inc.

      * Senior implied
      * Issuer rating


MACC PRIVATE: Auditors Raise Doubt about Going Concern Ability
--------------------------------------------------------------
On Jan. 13, 2005, MACC Private Equities Inc. (Nasdaq: MACC) filed
its annual report on Form 10-K for the fiscal year ended Sept. 30,
2004.  MACC is the parent of MorAmerica Capital Corporation, a
small business investment company -- SBIC -- licensed by the U.S.
Small Business Administration -- SBA.  At the present time,
substantially all of MACC's investment activities and assets are
in MorAmerica Capital.

As an SBIC, MorAmerica Capital is required to comply with SBA
regulations, which include capital impairment rules.  Due in part
to a payment made on Jan. 5, 2005, pursuant to a settlement
agreement with respect to arbitration proceedings against
MorAmerica Capital and other parties, MorAmerica Capital exceeds
the maximum impairment percentage as of Sept. 30, 2004.
Accordingly, SBA will have the discretion not to extend additional
financing to MorAmerica Capital and the right to declare
MorAmerica Capital's debentures, currently in the principal amount
of $25.8 million, in default, to accelerate MorAmerica Capital's
payment obligations under the debentures and to seek appointment
of SBA as receiver.  For this reason, MACC's independent
registered public accounting firm, KPMG LLP expressed doubt when
reviewing the company's Sept. 30, 2004, consolidated financial
statements, about the company's ability to continue as a going
concern.

A full-text copy of MACC Private Equities' 2004 Annual Report is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/923808/000092290705000030/annualreport_011305.htm

                        About the Company

MACC Private Equities Inc. is qualified as a business development
company under the Investment Company Act of 1940, as amended.  The
Corporation has one direct wholly-owned subsidiary, MorAmerica
Capital Corporation.  As of Sept. 30, 2004, MorAmerica Capital
comprised approximately 99% of the Corporation's assets.
MorAmerica Capital is an Iowa corporation incorporated in 1959 and
which has been licensed as a small business investment company
since that year.  It has also elected treatment as a BDC under the
1940 Act.


MERRILL LYNCH: Fitch Junks $6.9 Million 1997-C2 Certificates
------------------------------------------------------------
Fitch Ratings downgrades Merrill Lynch Mortgage Investors, Inc.'s
series 1997-C2 certificates:

     -- $6.9 million class J to 'CCC' from 'B-'.

In addition, Fitch affirms these classes:

     -- $346.3 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $27.5 million class B at 'AAA';
     -- $41.2 million class C at 'AAA';
     -- $34.3 million class D at 'AA-';
     -- $37.7 million class F at 'BB'.
     -- $6.9 million class G at 'BB-';
     -- $12 million class H at 'B';

The $12 million class E and $7.1 million class K certificates are
not rated by Fitch.

The downgrade of class J is the result of the expected losses on
the specially serviced loans.  As of the January 2005 distribution
date, the pool's aggregate principal balance has paid down 22.3%
to $531.9 million from $686.3 million at issuance.  The
certificates are currently collateralized by 125 commercial and
multifamily mortgage loans, down from 147 loans at issuance.  The
pool is well diversified both by loan size and by geographic
location.  The top five loans represent only 13.6% of the pool and
the largest state concentration is only 14.6% of the pool.
Multifamily properties represent 46.9% of the pool.

Thirteen loans (7.7%) are currently in special servicing, and
losses are expected on nine of these loans upon liquidation.  The
largest specially serviced loan (1.3%) is secured by a 100,000
square foot office property Dublin, Ohio and is 90+ days
delinquent.  The occupancy level of the property has declined as a
result of weakness in the Dublin office market.  Wachovia Bank,
the special servicer, is in the process of putting a receiver in
place as the property goes through the foreclosure process.  This
process is estimated to take approximately one year to complete.

The second largest specially serviced loan (1.1%) is secured by a
288 unit multifamily property located in Charlotte, North Carolina
and is 90+ days delinquent.  The occupancy level of the property
has declined as a result of increased competition in the area.
Based on a recent appraisal value, Fitch expects a loss to incur
at the time of disposition.


MID OCEAN: Moody's Junks $12.5 Million Class B-1 6.9889% Notes
--------------------------------------------------------------
Moody's Investor Services downgraded these Classes of Notes issued
by Mid Ocean CBO 2000-1 Ltd. and removed them from Moody's
Watchlist for possible downgrade:

   * US $240,000,000 Class A-1L Floating Rate Notes due January
     2036 from Aa1 on watch for possible downgrade to A3;

   * US $16,500,000 Class A-2 7.7254% Notes due January 2036 from
     Baa1 on watch for possible downgrade to B3;

   * US $15,000,000 Class A-2L Floating Rate Notes due January
     2036 from Baa1 on watch for possible downgrade to B3; and

   * US $12,500,000 Class B-1 6.9889% Notes due January 2036 from
     B2 on watch for possible downgrade to Ca.

According to Moody's, this rating action reflects continued
deterioration in credit quality of the collateral pool.  For the
period from January 2, 2004 to January 3, 2005, the Weighted
Average Rating Test amount of the underlying collateral has
increased from 1239 to 2311 (350 covenant).  Since the last rating
action on September 27, 2004, this test amount has increased by
approximately 50%.

As of the most recent trustee report, approximately 24% of the
collateral pool consists of assets rated Caa1 or lower with
several of the holdings belonging to the Manufactured Housing
industry.  The Class A Overcollateralization Percentage and the
Class B Overcollateralization Percentage are currently in
compliance with their target levels (passing by 1.0% and 0.2%,
respectively).

Mid Ocean CBO 2000-1 Ltd., which closed on January 8, 2001, is a
resecuritization deal managed by Deerfield Capital Management LLC.


MORGAN STANLEY: Fitch Puts 'B+' on $13.9 Million 1998-XL1 Certs.
----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, series 1998-XL1:

     -- $46.2 million class A-1 'AAA';
     -- $102 million class A-2 'AAA';
     -- $393.2 million class A-3 'AAA';
     -- $666.4 interest-only class X 'AAA';
     -- $13.9 million class B 'AAA';
     -- $46.3 million class C 'AAA';
     -- $64.8 million class D 'AA+';
     -- $46.3 million class E 'A';
     -- $11.7 million class F 'BBB+';
     -- $30 million class G 'BBB+';
     -- $27.8 million class H 'BBB-';
     -- $13.9 million class J 'B+'.

The affirmations are the result of stable performance since
Fitch's last rating action.  No loans are in special servicing,
and with the exception of two retail loans, Charlstowne (5.9%),
and Ramco - Gershenson (5.8%), all loans are performing better
than Fitch underwritten expectations.

The certificates are currently collateralized by eight remaining
mortgage loans (66%) on 70 properties, and two defeased loans
(34%), Wells Fargo Tower and Hotel Del Coronado.  The weighted-
average - WA -- stressed debt service coverage ratio - DSCR -- for
the eight comparable mortgage loans increased to 1.71 times for
the year ended 2003 from 1.42x at issuance.  Year to date June
2004 numbers are relatively stable to year-end 2003 for the
transaction.

Center America Pool, the largest loan in the pool (18.9%), is
secured by 43 anchored centers located in Houston (74%) and Dallas
(26%).  The pool's performance has improved for YE 2003 with a
stressed DSCR of 1.71x, compared to 1.37x at issuance.  Occupancy
as of Aug. 2004 remains stable at 90.2%.  The loan maintains an
investment-grade credit assessment.

The Charlestowne Mall loan (5.9%) has had its performance decline
since issuance.  The loan is secured by a four-anchor regional
mall located in St. Charles, Illinois.  The YE 2003 stressed DSCR
was 1.27x, compared 1.49x at issuance.  The mall underwent an $8
million renovation in 2001 and 2002 and Wilmorite, the borrower,
has been trying to re-position the property.

The Ramco-Gershenson loan (5.8%) is collateralized by seven
shopping centers.  As of June 30, 2004, the portfolio was 88.9%
occupied, up from 82.4% at YE 2003.  Two of the centers, located
in Tennessee and Wisconsin, continue to have vacant anchors.
WalMart expansions also took place in two of the centers,
increasing base rent by approximately 20% at each.  The pool's
comparative DSCR for YE 2003 was 1.57x as compared to 1.49x for YE
2002.

The two other retail loans -West Town Mall and Quail Springs - are
performing well and maintain investment grade credit assessments.
The West Town Mall loan (9.5%) is secured by a super-regional mall
located in Knoxville, Tennessee.  The YE 2003 DSCR for the loan
was strong at 2.21x compared to 1.78x at issuance.  As of June 30,
2004, occupancy was at 96%.  The Quail Springs Mall loan (5.2%),
secured by a three-level, four-anchored regional mall in Northern
Oklahoma City, had a YE 2003 DSCR of 2.57x vs. 1.12x at issuance.
Overall occupancy is 87.4% as of July 31, 2004.

The remaining loans in the pool are collateralized by multi-family
and office properties.  The EQR loan (5.8%) is secured by five
apartment properties in Wisconsin, Minnesota, and Illinois.
Compared to YE 2002, the pool's performance has declined with a
10.3% decrease in Fitch-adjusted net cash flow - NCF -- in YE
2003.  This decline in NCF is due to lower occupancy in 2003 of
90%, compared to 94% in 2002.  However, as of Aug. 31, 2004, the
overall occupancy for the pool has improved to 93.2%.  The loan's
YE 2003 DSCR was 1.72x, compared to 1.63x at issuance.  The
California Acacia pool (8.7% - formerly known as Magellan)
consisting of eleven properties in the Phoenix area and southern
California, generated a YE 2003 DSCR of 1.31x, compared to 1.17x
at issuance; occupancy was stable at 94.3% as of June 30, 2004.

The Courthouse Plaza I loan (5.6%) is secured by an office
building in Arlington, Virginia.  The second largest tenant, AMC,
is currently on a month to month lease.  The property is also
undergoing a $14 million renovation for the largest tenant,
Arlington County.  The YE 2003 DSCR for this loan was 1.39x vs.
1.22x at issuance.


NATIONSLINK FUNDING: Fitch Junks $12.2 Million 1998-1 Certificates
------------------------------------------------------------------
NationsLink Funding Corp.'s commercial mortgage pass-through
certificates, series 1998-1, are downgraded:

     -- $12.2 million class J certificates to 'C' from 'B-'.

In addition, Fitch affirms these classes:

     -- $402.8 million class A-3 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $53.6 million class B at 'AAA';
     -- $56.1 million class C certificates at 'AAA';
     -- $48.5 million class D certificates at 'AA';
     -- $51.0 million class F certificates at 'BBB-';
     -- $10.2 million class G certificates at 'BB+';
     -- $25.5 million class H certificates at 'B'.

Fitch does not rate classes E and K. Class A-1 and A-2
certificates have paid off in full.

The downgrade is due to significant expected losses associated
with two specially serviced loans, which are currently real-estate
owned -- REO.  When realized, losses are expected to deplete the
class K certificates and a portion of the class J certificates,
thus negatively affecting credit enhancement levels.

As of the December 2004 distribution date, the pool's aggregate
certificate balance has been reduced by 30% to $699.6 million from
$1.02 billion at issuance.  To date, the trust has realized $10.3
million in losses.

Eight loans (11.6%) are currently in special servicing.  The two
REOs (5%) are collateralized by industrial properties located in
Durham, North Carolina.  The loans are cross-collateralized, and
recent appraisal values indicate significant losses.


NETWORK INSTALLATION: Buys Com Services for $430K in Cash & Stock
-----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) has acquired
Costa Mesa, California-based networking services firm Com
Services, Inc., for $430,000 in cash and stock.  Com Services
reported un-audited revenue of $937,000 for the nine month period
ended Dec. 31, 2004 (year ending March 31, 2005).

Network Installation Chairman Michael Novielli stated, "The
acquisition of Com Services is a tremendous milestone for Network
Installation.  Their strong presence as a union certified firm
opens for us new avenues of pursuit.  One of our corporate goals
this year is to aggressively pursue Government Services
Administration (GSA) business and the fact that we can now bid on
union projects we believe gives us a significant competitive
advantage."

Com Services President Ray Mallory added, "I am truly excited
about this opportunity.  Network Installation's recent
achievements speak for themselves.  Their strong sales capacity is
a perfect complement to our project management capabilities.  The
ability to offer Network's complete portfolio of communication
services from wireless to telecom to our installed base, should
create significant momentum to top line revenue growth.  I look
forward to marked achievement from the convergence of our
organizations."

Network Installation CEO Michael Cummings commented, "With the
acquisition of Com Services we have added a valuable franchise to
our Company.  Their core markets of K-12, Higher Education and
Fortune 1000 fit seamlessly aside those of Network Installation.
We have acquired a considerable asset which I believe will yield a
significant return to our shareholders and investors."

As part of the transaction, Com Services will operate as a wholly-
owned subsidiary of Network Installation Corp. Jim Fry has been
named President of Com Services and Mssr. Mallory was appointed
Executive Vice-President.

                       About Com Services

Founded in 1993, Com Services designs and develops networking
systems for K-12, Higher Education and Fortune 1000 enterprise.
Customers include Unisys, TV Guide, Cal State Fullerton, Cal State
Long Beach and Comcast.  Comm Services maintains the highest
industry standards in compliance with National Electrical Code,
EIA/TIA, IEEE and BICSI.

                  About Network Installation Corp.

Network Installation Corp. --
http://www.networkinstallationcorp.net/-- provides communications
solutions to the Fortune 1000, Government Agencies,
Municipalities, K-12 and Universities and Multiple Property
Owners.  These solutions include the design, installation and
deployment of data, voice and video networks as well as wireless
networks including Wi-Fi and Wi-Max applications and integrated
telecommunications solutions including Voice over Internet
Protocol (VoIP) applications.  At September 30, 2004, Network
Installation's balance sheet showed a $213,146 equity deficit.


NETWORK INSTALLATION: Wins Project Order for 73 Foot Locker Stores
------------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) has been
awarded a project order for Foot Locker, Inc., the world's largest
footwear and sports apparel company.  The project includes the
installation and deployment of high-speed broadband networks for
73 Foot Locker retail locations throughout southern California.
The network will allow faster and more efficient communication
between the locations' point of sale systems and corporate.

Network Installation CEO Michael Cummings stated, "We are excited
to have won the project with Foot Locker and as a result of our
recent success we believe we can continue to penetrate the
enterprise market by offering a complete solution for all their
communication needs."

                 About Network Installation Corp.

Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners.  These solutions
include the design, installation and deployment of data, voice and
video networks as well as wireless networks including Wi-Fi and
Wi-Max applications and integrated telecommunications solutions
including Voice over Internet Protocol (VoIP) applications.  To
find out more about Network Installation Corp. (OTC Bulletin
Board: NWKI), visit our corporate website at
http://www.networkinstallationcorp.net/or
http://www.delmarsystems.com/The Company's public financial
information and filings can be viewed at http://www.sec.gov/

At Sept. 30, 2004, Network Installation's balance sheet showed
a $213,146 equity deficit.


NFINET COMMUNICATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: NFiNet Communications, LLC
        P.O. Box 20613
        Phoenix, Arizona 85036

Bankruptcy Case No.: 05-00859

Type of Business: The Debtor provides communication services.
                  See http://www.nfinet.com/

Chapter 11 Petition Date: January 20, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Thomas H. Allen, Esq.
                  Allen & Sala, P.L.C.
                  Viad Corporate Center
                  1850 North Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


NORTH AMERICAN: Profit Overstatement Cues Moody's to Pare Ratings
-----------------------------------------------------------------
Moody's downgraded to B3 from B2 North American Energy Partners
Inc.'s (NAEP) US$200 million of senior unsecured notes, to B2 from
B1 its senior implied rating, and to B1 from Ba3 its C$120 million
senior secured bank facility.  The ratings remain under review for
downgrade.

This action is commensurate with NAEP's announcement that it had
underreported costs associated with certain projects, resulting in
overstated operating profit in the quarters ending June 30,
September 30, and December 31, 2004.  NAEP calculates that the
reduced results likely result in bank facility financial covenant
breaches, for which NAEP has obtained a one-month waiver, pending
renegotiation of covenants or arrangement of alternative funding.

Following Moody's review of NAEP's current cash flow forecasts,
the ratings remain under review for downgrade pending full
assessment of its ability to either renegotiate bank covenants
before February 14, 2005, or finalize alternative liquidity
arrangements, as well to demonstrate stabilized-to-improving
profitability and cash flow.  NAEP was advanced C$10 million under
its revolver by the banks to supplement cash flows during the
waiver period.

NAEP's announcement highlights an unfortunate pattern of
underestimated costs prior to bidding on major contracts, as well
as internal delays in detecting the subsequent operating
departures from original cost estimates.  The impact on underlying
earnings adds uncertainty to the embedded level of future
profitability, cash flows, and effectiveness of controls.  While
the initial ratings anticipated significant softening of NAEP's
2004 profitability due to declining project work and regional cost
pressures, that decline proceeded further than expected with
ratings retention dependent on an expected upturn in backlog.
However, the announcement brings the timing and degree of recovery
into question.

The downgrade and negative outlook reflect NAEP's resulting
uncertain near-term direction of profitability, the fact that a
bank waiver expires next month by which time alternative working
capital funding may be required, and uncertainties about the
underlying future profitability of other project contracts in
NAEP's portfolio.  Moody's is reviewing NAEP's project portfolio
and liquidity arrangement with NAEP management.

The B3 notes are notched below the B2 senior implied rating
because of a high proportion of intangible assets and a relatively
modest level of hard asset coverage of the notes after subtracting
secured debt.  The notes receive senior unsecured guarantees from
NAEP's material subsidiaries.

North American Energy Partners, Inc., is headquartered in Acheson,
Alberta, Canada.


OMT INC: Names Bill Baines as Executive Chairman
------------------------------------------------
OMT, Inc., (TSX VENTURE:OMT) has made changes to its current Board
of Directors.

Mr. Bill Baines, President of AML Wireless Networks, joins OMT as
the Executive Chairman.  In this position, Mr. Baines will work
directly with the Board and Executive to further develop and
assist in the execution of OMT's market growth strategies.

In addition, Board Chairman, Dr. Jack E. Peterson; and Directors'
Mr. Ted Paley, Mr. Bruce McCormack, Mr. Scott Farr, and Mr. Kevin
Hooke have retired from the Board.  Mr. Mark Ahrens-Townsend, Mr.
Stephen Pumple and Mr. Steven Stang remain as Directors of the
Corporation.

"We extend our great appreciation to the retiring Board members.
Each individual brought unique strengths to our Board.  These
changes are intended to reduce the size of the Board to increase
its effectiveness and add individuals that bring relevant
experience.  With our recent success in accessing significant new
investment to fuel our growth strategies, we welcome the addition
of Bill Baines as an experienced business leader as our Executive
Chairman," stated Mr. Scott Farr, President and CEO of OMT Inc.

Mr. Baines has built and managed successful technology-based
service companies over his 25 years of business experience
including his tenure as President and COO of Manitoba Telecom
Services (MTS) Communications, President and COO of Norigen
Communications, Inc., and his acquisition and successful turn-
around of AML Wireless Networks, Inc., in 2002.

Mr. Bill Baines stated, "I agreed to join the OMT board and work
closely with the experienced management team after I fully
investigated the company, products, market potential, and people.
I am very impressed with what the company has accomplished in the
last few years in positioning itself for future success and I
believe that I will bring direct growth experience to the team.
Together we are fully committed to working hard to achieve the
results that the customers, shareholders, and staff are seeking
from the company."

OMT also announced that it has granted 440,000 incentive stock
options to Bill Baines, each of which entitles Mr. Baines to
purchase one common share of OMT at a price of $0.10 per common
share.  The Options were issued pursuant to the stock option plan
of OMT and are exercisable for a period of five years from
Jan. 20, 2005.  The issuance of the Options to Mr. Baines is
subject to the final approval of the TSX Venture Exchange.

OMT, Inc., (TSX VENTURE:OMT) is an entertainment technology and
content delivery provider to the broadcast and entertainment
industries.  Intertain Media, the digital entertainment division,
and iMediaTouch, the radio broadcast solution group, distribute
audio content that is heard by millions of people worldwide every
day through television, radio, satellite, cable and Internet
broadcasts.  To learn more about the Company, its products and
services visit its web site at http://www.omt.net/

                         *     *     *

At September 30, 2004, OMT Inc.'s balance sheet showed a
$3,152,559 stockholders' deficit, compared to a $2,591,936 deficit
at December 31, 2003.


OWENS CORNING: Court Concludes Asbestos Estimation Proceedings
--------------------------------------------------------------
David A. Hickerson, Esq., at Weil, Gotshal & Manges LLP,
representing Credit Suisse First Boston, as agent for Owens
Corning's prepetition institutional lenders, tendered copies of
depositions from Mark Mayer to Judge Fullam.  Owens Corning
calculated its $3.6 billion reserve on its financial statements
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, Mr. Mayer explains in his deposition,
that means forecasting liabilities a few years into the future and
allowed Owens Corning to select the low point in a range of
reasonable estimates.  Mr. Mayer testifies that he understands
GAAP reporting requirements and has no familiarity with estimating
total present and future liabilities in a chapter 11 proceeding in
accordance with Sec. 502 of the Bankruptcy Code.  Mr. Mayer points
out that Owens Corning has always indicated in its SEC filings
that other reasonable estimates could exist and that those
estimates could be substantially higher than $3.6 billion.

                         Dr. Joseph Gitlin

Adam Strochak, Esq., at Weil, Gotshal & Manges LLP, representing
the Banks, tendered copies of depositions of Dr. Joseph N. Gitlin.
Dr. Gitlin conducted a study of B-reader's x-ray readings and
found a very high error rate and dramatic inconsistencies.  Dr.
Gitlin's article entitled "Comparison of 'B' Readers'
Interpretations of Chest  Radiographs for Asbestos Related Changes
published August 2004 is available at no charge at
http://bankrupt.com/misc/OWCTab2D.pdf

                         Dr. Thomas Vasquez

Ralph I. Miller, Esq., at Weil, Gotshal & Manges LLP, representing
the Banks, called Dr. Thomas E. Vasquez to the witness stand.

Dr. Vasquez is a principal of Analysis Research Planning
Corporation and was hired by Owens Corning in 2001 to form and
issue an opinion regarding the Debtors' likely future incidence of
asbestos-related claims and the costs of resolving those claims
based on his expertise in accounting and his experience in
providing similar projections in the past to numerous other
defendants in asbestos-related litigation.

Dr. Vasquez and ARPC have worked for Armstrong World Industries,
Babcock & Wilcox, the Center for Claims Resolution, of which A. P.
Green, Certainteed Corporation, Dana Corporation, Flexitallic,
Inc., GAF Corporation, National Gypsum Company, Pfizer, Inc.,
Quigley (through its affiliation with Pfizer), T & N plc (Turner &
Newall Ltd.), United States Gypsum Co., and Union Carbide
Chemicals & Plastics Co., are members.  Dr. Vasquez and ARPC also
provide data management, procedural, forecasting and other
consulting services to the Celotex Trust, successor to Carey
Canada, Inc., and successor to Celotex/Philip Carey, as well as
the Eagle-Picher Trust, an affiliate of Eagle-Picher Industries,
Inc., and to the Fibreboard Trust.  ARPC also provides data
management, procedural, forecasting and other consulting services
to the Manville Trust, now known as the Claims Resolution
Management Corporation, and forecasting and other consulting
services to W. R. Grace & Co.

Dr. Vasquez confirmed that he received a subpoena compelling his
testimony in this proceeding.

Dr. Vasquez testified that his expertise is forecasting future
asbestos-related liability.  He does not know exactly why Owens
Corning hired him in 2001.  He doesn't know whether Owens Corning
was looking for a high valuation or a low valuation.  He did not
know that his forecast was going to be used by Owens Corning as
the basis for certain SEC disclosures about future
asbestos-related liability.

Dr. Vasquez explained that, at the request of Roger Podesta, Esq.,
at Debevoise & Plimpton LLP, the Debtors' special counsel, he
prepared an estimate of the Debtors' future asbestos-related
liability as of October 5, 2000.

"You were looking at unfiled claims?" Judge Fullam asked.

"Yes," Dr. Vasquez confirmed.  "My estimates don't include
liability on account of pending claims."

Dr. Vasquez explained that he valuation required two major steps:

    (A) determining the number of future claims; and

    (B) determining claim values on a disease-by-disease basis.

Dr. Vasquez prepared two forecasts using two methods:

    * Method 1 -- an estimate based solely on NSP settlement
                  agreement data in 1999 and 2000; and

    * Method 2 -- an estimate based on historical pre-NSP
                  Settlement Period claim settlement data during
                  the 1995 to 2000 period.

Dr. Vasquez confirmed that he did a 50-year forecast through
2049.

"Did you make any adjustment for renegotiations of NSP Agreements
after they'd have expired in 2003?" Mr. Miller asked Dr. Vasquez.

"Yes," Dr. Vasquez said.  "I used a 2.0% inflation rate that
adjusted the settlement amounts upward by a 2.5% projected
increase in the Consumer Price Index and reduced the settlement
amounts by 0.5% to account for an aging population of claimants
and a reduced propensity to sue."

Dr. Vasquez estimates the Debtors' future asbestos-related
liabilities at:

           Method              Owens Corning      Fibreboard
           ------              -------------      ----------
      Method 1 -- NSP         $2,000,000,000    $1,300,000,000
      Method 2 -- Non-NSP     $3,200,000,000    $2,300,000,000

Dr. Vasquez explains that he starts his analysis with the same
epidemiological data used by his colleagues and computes
claimants' propensities to sue (about 1/3 of cancer victims sue).

Judge Fullam asked Dr. Vasquez if there's any tendency for a
claimant to sue or now sue other defendants after a defendant like
Owens Corning files for chapter 11 protection.

Dr. Vasquez believes that a claimant will sue and look to an
increasing number of second-tier defendants for compensation.

"You would agree that the number of defendants names in lawsuits
has increased as more defendants have entered chapter 11?" Mr.
Miller asked Dr. Vasquez.

"That seems right."

"Do you have any reason to disagree with a RAND study that shows
the number of defendants named in lawsuits has increased from 20
to 60 in recent years?"

"No," Dr. Vasquez responded.

"Was the purpose of your estimation to determine the high or low
end of a range of values, Dr. Vasquez?" Mr. Miller asked.

"No."

Dr. Vasquez stepped Judge Fullam through an reconciliation of his
estimates to Dr. Peterson's for future claims against Owens
Corning, pointing to these significant variations:

     $600,000,000 is attributable to selecting a different
                  calibration period for computing a claimants'
                  propensity to sue;

   $1,380,000,000 is attributable to Dr. Peterson contention that
                  there's an increasing propensity to sue over
                  time.  Dr. Vasquez does not find Dr. Peterson's
                  reasons for that increasing propensity to sue
                  compelling or persuasive;

     $500,000,000 is attributable to using the Nicholson
                  epidemiological data rather than the
                  KPMG/Vasquez data set.  Dr. Vasquez believes
                  his data set is a better reflection of actual
                  incidence reported by SEER;

     $140,000,000 is attributable to the effect of age on
                  propensity to sue.  Dr. Vasquez sees that older
                  claimants are less likely to sue and Owens
                  Corning's claimant population ages by about 1/2
                  year per year;

   $2,190,000,000 is attributable to excluding verdicts and
                  punitive damage awards and because Dr. Vasquez
                  uses nominal settlement amounts rather than
                  2000-adjusted dollar amounts.

"Why wouldn't you use constant dollar amounts?" Judge Fullam
asked.  "If you were comparing the cost of an automobile over the
past 10 years, you'd adjust the sticker prices to current dollar
amounts."

"Not if the price were declining from year-to-year," Dr. Vasquez
said.

"Why do you exclude verdicts?" Judger Fullam asked.

"Because no verdicts would be returned against Owens Corning after
it filed for bankruptcy.  Mr. Podesta told me that the automatic
stay protects Owens Corning from verdicts and that claims will
ultimately be resolved by some kind of trust facility."

"Why do you use NSP settlement values in Method 1?" Mr. Miller
asked Dr. Vasquez.

In Owens Corning's case, Dr. Vasquez explained, we have the rare
opportunity to look at a defendant's plan for future claim
settlements through arm's-length negotiations.  The sustainability
and the company's ability to pay was uncertain and, of course,
proved to be impossible, Dr. Vasquez noted.

Mr. Podesta asked Dr. Vasquez how Owens Corning's claims database
compared to other defendants' databases.

"It's one of the best," Dr. Vasquez said, adding that he's seen 15
to 20 defendants' databases.

Mr. Podesta pointed out that while Dr. Vasquez's Method 1
estimation does not include any non-NSP settlement amounts,
claimants could reject the NSP.  "How many NSP claims did Owens
Corning actually pay, Dr. Vasquez?" Mr. Podesta inquired?

"Very few."

"If you were asked to estimate Owens Corning's asbestos-related
liability at Oct. 5, 2000, rather than a date after the Petition
Date, would you include punitive damage claims and verdicts?" Mr.
Podesta asked.

"Yes," Dr. Vasquez said.

"Do you know what your Method 1 estimation would have been if
you'd included punitive damage awards and verdict data and added
contract claims to your total?" Mr. Podesta asked.

"Yes.  The total would have increased to $4.8 billion for Owens
Corning."

Mr. Podesta asked Dr. Vasquez to pinpoint the similarities and
differences among the estimation experts.

Dr. Vasquez said he sees four areas of difference:

    (1) Incidence of disease -- Drs. Peterson, Rabinovitz and
        Vasquez are generally similar.  Dr. Dunbar is at an
        extreme;

    (2) Calibration for propensity to sue -- Drs. Dunbar and
        Vasquez are at one end and Drs. Peterson and Rabinovitz
        are at the other;

    (3) Compensable claims -- Dr. Dunbar has a dramatically
        different opinion; and

    (4) Settlement amounts -- Drs. Dunbar and Vasquez are similar
        and Drs. Peterson and Rabinovitz are similar.

Mr. Podesta asked Dr. Vasquez if he knows of any peer-reviewed
epidemiological literature that can help forecast non-malignant
disease incidence?

"No," Dr. Vasquez responded.

"Then how do you calculate that?"

Dr. Vasquez explained that he looks for historical relationships
of non-malignant to malignant claims.  "I use a lung cancer ratio;
other experts use mesothelioma ratios."

"Is Dr. Dunbar's 90% dismissal rate consistent with anything
you've seen in any other case, Dr. Vasquez?"

"No," Dr. Vasquez told Mr. Podesta.

With that, the Banks concluded their presentation of evidence.

                        Closing Arguments

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, on bahalf
of the Plan Proponents told Judge Fullam that his job is to now
estimate the Debtors' liability on account of asbestos-related
bodily injury claims as required by Sec. 502(c) of the Bankruptcy
Code.  To properly liquidate all of the claims, the District
Court should conduct a jury trial for each claimant pursuant to 28
U.S.C. Sec. 1411.  That, of course, is impossible.  Sec. 502(c)
provides the Court with a mechanism to estimate the liability so
as to not delay the company's emergence from chapter 11.

Mr. Inselbuch told Judge Fullam that the estimation is as of the
Petition Date and, consistent with case law, is to project the
liability based on applicable state law governing each tort claim.
Just as the banks claims are governed by their loan documents and
applicable state contract law to accelerate all amounts due and
account for accumulated interest on a loan, tort claimants are
entitled to no less than what they'd receive by applying
applicable state tort law.

Mr. Inselbuch urged Judge Fullam to study the reports submitted by
Drs. Vasquez, Peterson and Rabinovitz and ignore Dr. Dunbar's
parochial view of the world.  Mr. Inselbuch suggests that Dr.
Vasquez estimates something different than Drs. Peterson and
Rabinovitz.

"If we use the tort model to determine what will be paid to the
trust, there will be a lot left over," Judge Fullam said.

"Wrong," Mr. Inselbugh said.  "We are determining the relative
allocation of the Debtors' assets among the creditor
constituencies, not determining what will actually be paid to each
creditor constituency at this stage in the process."

"The goal is to treat unsecured creditors equally?" Judge Fullam
asked.

"Yes," Mr. Inselbuch said.

"And if the estimate is too high," Judge Fullam continued," then
too much money will be in the trust."

"No," Mr. Inselbuch explained.  "If there's too much money,
claimants will only get, say, 31 cents-on-the-dollar rather than
30 cents-on-the-dollar."  Mr. Inselbuch stressed that the Court is
being asked to determine the tort claimants' share of the Debtors'
estate relative to other unsecured creditors, not how much value
will actually be deposited into a trust.  Funding conversations
will take place at a later date in the process.

Mr. Inselbuch told Judge Fullam that the evidence shows that PFTs
are not required to state a valid cause of action.  A PFT is not
medically required to diagnose asbestosis.  Injury is a jury
question, Mr. Inselbuch added.

"In your view, until the bankruptcy filing, were settlements
influenced by the cost of defense?" Judge Fullam asked Mr.
Inselbuch.  "And should defense costs be included in the
valuation?"

"If you base the estimation on the tort system," Mr. Inselbugh
cautioned Judge Fullam, "you can't pick and choose which parts of
the tort system you like and dislike.  That's what the Banks want
you to do and that's wrong."

Mr. Inselbuch reminded Judge Fullam that no tort claimant,
regardless of the valuation, will ever be paid in full.  Owens
Corning is hopelessly insolvent and, by definition, can't make
unsecured creditors whole.

Mr. Inselbuch suggested that Judge Fullam should keep other cases
in mind.  Manville has $1.6 billion in assets.  Manville's
liabilities top $30 billion.  Claimants are seeing about
5 cents-on-the-dollar.  Babcock & Wilcox's asbestos liability was
found to be $9 billion.  Armstrong's is between $4.69 billion and
6.48 billion.  Owens Corning's market share liability was greater
in the ACF and CCR.

"The Plan Proponents have proved their case," Mr. Inselbuch told
Judge Fullam.  "The Debtors asbestos-related liability is no less
than $16 billion."

Ralph I. Miller, Esq., at Weil, Gotshal & Manges LLP, representing
Credit Suisse First Boston, as Agent for the Bank Group, directed
Judge Fullam's attention to his Nov. 22, 2004, Order.

"I hate to have my words thrown back at me," Judge Fullam said.

"But what you said is correct," Mr. Miller responded.  "Your order
said:

     The task is to determine what amount of money will
     be necessary and sufficient to cover Owens Corning's
     liability to claimants in the real world in which
     the claims will be resolved.  It will then be
     necessary to structure a program of payments, which
     recognize only legitimate claims, and accords the
     appropriate priority to the claims of all creditors.

The "real world" is bankruptcy, the Banks argue, not the make
believe world of the tort system as if the Debtors had never filed
chapter 11 petitions where the asbestos claimants appear live.
And in bankruptcy, claims that can't be proved aren't entitled to
a share of a debtor's assets.  Those bogus claims should
ultimately be disallowed and should be estimated at zero.

The contest here, Mr. Miller told Judge Fullam, is between Drs.
Vasquez and Dunbar.  Drs. Peterson and Rabinovitz are so far
outside the range of reason that their estimates should be taken
off the table.

Judge Fullam directed the parties to submit Post-Trial Briefs by
Feb. 7, file any Reply Briefs by Feb. 18, and concluded the
Estimation Hearing.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004. (Owens Corning Bankruptcy News, Issue No.
98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PORT TOWNSEND: Moody's Reviewing Low-B & Junk Ratings & May Lower
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Port Townsend
Paper Company on review for possible downgrade and lowered the
company's speculative grade liquidity rating to SGL-4 from SGL-3.

Ratings placed on review for possible downgrade are:

   * Senior implied rating of B3

   * Senior unsecured issuer rating of Caa2

   * $125 million, 11% guaranteed senior secured notes,
     due April 15, 2011, rated B3

Rating lowered:

   * Speculative Grade liquidity rating lowered to SGL-4 from
     SGL-3

The rating actions were prompted by the company's inability to
provide quarterly financial statements that have been reviewed by
an independent auditor, a requirement under its notes agreements.
This follows KPMG's decision to decline re-appointment as Port
Townsend's independent audit firm.  Port Townsend is currently in
the process of engaging a new auditor, although its ability to
provide year-end audited financial statements within the required
time periods remains uncertain.  An inability to meet all
requirements under its debt agreements could constitute an event
of default.

Port Townsend will also be challenged to complete the registration
of an exchange offer for its senior secured notes, which were
issued on April 13, 2004, within the required 270-day period from
the date of issuance.  Although an inability to file the exchange
offer within the required time frame does not constitute an event
of default the company will incur additional interest charges on
the notes of 100 basis points per annum until the exchange offer
is completed.

The change in the speculative grade liquidity rating to SGL-4 from
SGL-3 reflects Moody's view that over the next twelve months Port
Townsend will possess weak liquidity.  Moody's believes access to
the bank revolving credit facility could be restricted if Port
Townsend is unable to meet all requirements under its various debt
agreements.  The company has a limited amount of unrestricted
cash, and its bank facility is an important source of external
funding.  The SGL rating methodology does not assume that the
facility will be available without full covenant compliance.

Moody's review will focus on Port Townsend's success in providing
quarterly financial statements that have been reviewed, or
audited, by an independent audit firm, and audited full year 2004
financial statements.

Port Townsend Paper Corporation, headquartered in Port Townsend,
Washington, is a vertically integrated producer of fiber-based
packaging products in Western Canada and the United States.


QUALITY DISTRIBUTION: S&P Junks $85 Million Senior Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' unsecured
debt rating to Quality Distribution LLC's $85 million senior
unsecured floating rate notes due 2012, to be issued under Rule
144A with registration rights.

The notes are rated two notches below the 'B-' corporate credit
rating on parent Quality Distribution, Inc., due to the large
amount of secured debt relative to assets.  The proceeds will be
used to permanently reduce the outstanding term loan balance by
$70 million and repay the remaining $7.5 million of subordinated
term securities due 2006.  Credit measures, including debt to
EBITDA of almost 9x, as reported, which includes special charges,
and EBITDA interest coverage of only 1x, are weak and will remain
under pressure as debt levels continue at high levels.

At the same time, Standard & Poor's raised its recovery rating on
the company's secured bank facility to '2' from '3' as a result of
the reduced size of the secured bank facility, which yields higher
recovery prospects under Standard & Poor's simulated default
scenario.

Standard & Poor's affirmed its other ratings, including the 'B-'
corporate credit rating, on Quality Distribution Inc.  The outlook
is stable.

The Tampa, Florida-based bulk tank truck carrier has about
$275 million of lease-adjusted debt.

"Ratings on Quality Distribution, Inc., reflect its weak financial
profile and participation in a low-margin, fragmented industry,"
said Standard & Poor's credit analyst Kenneth L. Farer.  With a
network of more than 160 terminals, Quality Distribution LLC, a
wholly owned subsidiary, is the largest bulk tank truck carrier in
North America.  Despite strong demand for Quality Distribution's
transportation services as a result of the improving economy and
continued service-related rail diversions, the company's financial
profile remains weak due to lower-than-expected earnings and cash
flow due to recurring extraordinary expenses and high debt levels.

The company has been highly levered since 1998 when its
predecessor company, Montgomery Tank Lines, Inc., was
recapitalized and subsequently acquired Chemical Leaman Tank
Lines, Inc.

The company's credit ratios are expected to stabilize over the
near to intermediate term.  Earnings and cash flow should benefit
from improving demand for chemical transportation services and an
expected reduction in extraordinary charges.


QUIK COMMISSIONS: Postpones Annual Meeting Until March 3
--------------------------------------------------------
Gibraltar Springs Capital Corporation (TSX VENTURE:GSP) has
postponed the date for its annual and special meeting, scheduled
to be held on Jan. 31, 2005.  This meeting will now be held on
March 3, 2005.  The record date for notice of the meeting has been
set for Jan. 31, 2005.

As previously announced, the common shares owned by its
controlling shareholder, Quik Commissions Inc., are to be
distributed to the creditors of Quick Commissions Inc. in
accordance with a proposal approved by creditors of Quik
Commissions Inc. and the court pursuant to the provisions of the
Bankruptcy and Insolvency Act.  It is expected that this
distribution of shares will take place within the next 10 days.

Gibraltar also announced that Myra Brearley resigned as a director
of the company on Dec. 17, 2004.  The remaining directors of the
company are Len Vermeulen and Susan Vermeulen.  The TSX-Venture
Exchange has halted trading in the shares of Gibraltar as the
company no longer has a sufficient number of directors to meet the
requirements of the TSX-Venture Exchange.  It is expected that a
board of 5 directors will be elected at the annual and special
meeting of shareholders to be held on March 3, 2005.

Quik Commissions, Inc. -- according to material posted at
http://www.nafinance.com/Listed_Co/English/gibraltar_e.htm-- is
controlled by Mr. Len Vermeulen, who serves as President and CEO
for Gibraltar Springs.  Gibraltar Springs Capital Corporation
bottles and markets Canadian Natural Mountain Spring Water.
Gibraltar Springs is located in Gibraltar, Ontario, about 80 miles
northwest of Toronto.  Gibraltar Spring's license to take water,
issued by the Ministry of Environment of Ontario, consists of 56
million imperial gallons or 255,500,000 liters of water per year.
Gibraltar does private-label bottling too.  See
http://www.gibraltarsprings.com/


RADIANT COMMS: Closes Placement of $2.75MM of Convertible Notes
---------------------------------------------------------------
Radiant Communications Corp. (TSX VENTURE:RCX) has completed a
$2.75 million tranche of its private placement of convertible
unsecured debentures.  In addition to the debentures, the Company
issued 6,630,554 common share purchase warrants, each of which is
exercisable to acquire one common share at a price of $0.60 for a
period of two years.  The net proceeds will be used for working
capital and general corporate purposes.

The securities were purchased by Pender Growth Fund (VCC) Inc.,
Working Opportunity Fund (EVCC) Ltd. and Pacific Venture Fund
Limited Partnership, all of which are existing shareholders of the
company.  The securities are subject to a four month hold period
expiring May 20, 2005.

"This is an excellent sign of support from our shareholder base
and a nice way to kick off an exciting new year of continued
growth," said Jim Grey, Radiant's President and CEO.  "We look
forward to another great year of bringing cost effective solutions
to Canadian businesses from coast to coast.  This funding will
help us maintain our market leadership in the managed IP networks
sector. Radiant is one of Canada's largest independent IP solution
providers and we will continue to work with new and existing
customers and ensure that our network, products and services
remain the national benchmark for quality and performance."

This tranche forms part of a larger private placement of
debentures and warrants upon the same terms and conditions, as
previously announced by the Company.  The Company has, subject to
regulatory approval, increased the maximum size of the private
placement from $5 million principal amount of convertible
debentures to $7 million principal amount of debentures.

The financing constitutes a related party transaction under the
policies of the TSX Venture Exchange and applicable securities
laws as one of the participants in the financing is an insider of
the Company holding in excess of 10% of the issued and outstanding
shares of Radiant.  The Company has relied on exemptions from the
valuation and majority of minority approval requirements for
related party transactions under the policies of the TSX Venture
Exchange and applicable securities laws.

As a result of the completion of the financing, Pender Growth Fund
(VCC), Inc., now owns an aggregate of 1,250,000 common shares of
Radiant and share purchase warrants to acquire up to a further
2,013,888 common shares of Radiant and a $1,250,000 principal
amount convertible debenture, which may be converted to acquire up
to 2,777,777 common shares of Radiant, representing, assuming the
full exercise of the warrants and full conversion of the
convertible debenture, approximately 18% of the issued and
outstanding common shares of Radiant.  Pender has acquired these
securities for investment purposes only.  Although it is not
anticipated at this time, Pender may make further purchases of
securities of Radiant for investment purposes only.

As a result of the completion of the financing, Pacific Venture
Fund Limited Partnership now owns an aggregate of 2,500,000 common
shares of Radiant, share purchase warrants to acquire up to a
further 2,083,333 common shares of Radiant and a $750,000
principal amount convertible debenture which may be converted to
acquire up to 1,666,666 common shares of Radiant, representing,
assuming the full exercise of the warrants and full conversion of
the debenture, approximately 19.5% of the issued and outstanding
common shares of Radiant.  PVF has acquired these securities for
investment purposes only.  Although it is not anticipated at this
time, PVF may make further purchases of securities of Radiant for
investment purposes only.

As a result of the completion of the financing, Working
Opportunity Fund (EVCC) Ltd. now owns an aggregate of 6,210,691
common shares of Radiant, share purchase warrants to acquire up to
a further 4,470,833 common shares of Radiant and a $750,000
principal amount convertible debenture which may be converted to
acquire up to 1,666,666 common shares of Radiant, representing,
assuming the full exercise of the warrants and full conversion of
the debenture, approximately 35.9% of the issued and outstanding
common shares of Radiant.  WOF has acquired these securities for
investment purposes only.  Although it is not anticipated at this
time, WOF may make further purchases of securities of Radiant for
investment purposes only.

Pender Growth Fund (VCC), Inc., is an established, diversified
venture capital fund that invests in technology companies within
the province of British Columbia with the objective of long-term
capital appreciation.  Pender Growth Fund is now the first fund of
its kind in British Columbia to focus specifically on expansion
and restructuring opportunities within the technology sector that
offer investors the potential for liquidity through either
existing public listings or near term liquidity events.  Pender
Growth Fund is an investment vehicle with significant tax
incentives for retail investors to participate in the recovery and
growth of the British Columbia technology sector.  The Fund has
approximately $16 million of assets under management.

Working Opportunity Fund (EVCC) Ltd. is British Columbia's largest
venture capital fund located at Suite 2600 - 1055 West Georgia
Street, PO Box 11170, Vancouver, British Columbia, V6E 3R5.
GrowthWorks Capital Ltd. is the manager of Working Opportunity
Fund (EVCC) Ltd.

Pacific Venture Fund Limited Partnership is a venture capital fund
located at Suite 2600 - 1055 West Georgia Street, PO Box 11170,
Vancouver, British Columbia, V6E 3R5. GrowthWorks General Partner
Ltd. is the general partner of Pacific Venture Fund Limited
Partnership.

Established in 1996, Radiant Communications Corp. --
http://www.radiant.net/-- provides a single source for businesses
requiring IP data communications services, high-speed Internet
connectivity, network security, web hosting, web development and
marketing services.  The company currently serves over 10,000
business customers primarily in Canada and the United States with
a team of 125 employees nationwide.  Radiant has offices in
Toronto, Montreal, Calgary, Edmonton and Vancouver.

As of September 30, 2004, stockholders' deficit widened to
CDN$2,434,532 compared to a CDN$105,671 deficit at
December 31, 2003.


REMEDIATION FINANCIAL: Has Until Jan. 28 to File a Chapter 11 Plan
------------------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Arizona extended the period within which
Remediation Financial, Inc. and its debtor-affiliate, Santa
Clarita, L.L.C., can file a chapter 11 plan through and including
January 28, 2005.  The Debtors have until March 29, 2005, to
solicit acceptances of that plan from their creditors.

This is the Debtors' first extension of their exclusive periods.

The Debtors give the Court four reasons militating in favor of an
extension of their exclusive periods.

   a) the Debtors are still in the process of working diligently
      to reach agreements with their lenders and insurance
      companies to make sure that certain remediation activities
      on their properties may continue to progress and the
      remediation and insurance issues involved are complex and
      involve numerous parties;

   b) the Debtors are currently in late stage negotiation with a
      potential purchaser for a possible sale of their real
      property and they expect to file a sale motion in the
      immediate future;

   c) the Debtors are continuing to negotiate with their creditors
      and other parties in interest in formulating a consensual
      plan of reorganization; and

   d) the Debtors are not using the extension to force the
      creditors to accept their proposed plan and to prejudice the
      interests of the creditors and other parties in interest.

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  The Company and its debtor-affiliate filed
for chapter 11 protection on July 7, 2004 (Bankr. Ariz. Case No.
04-10486).  Alisa C. Lacey, Esq., at Stinson Morrison Hecker LLP,
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of more than $100 million and estimated debts of
$10 million to $50 million.


RIVER NORTH: Moody's Puts Ba3 Rating on $14.25M Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by River North CDO Ltd.  Moody's assigned these
ratings:

   * Aaa to the U.S. $193,500,000 Class A-1 Senior Secured
     Floating Rate Notes and the U.S. $37,500,000 Class A-2 Senior
     Secured Floating Rate Notes,

   * Aa2 to the U.S. $33,000,000 Class B Senior Secured Floating
     Rate Notes,

   * A2 to the U.S. $5,250,000 Class C Senior Secured Deferrable
     Floating Rate Notes,

   * Baa2 to the U.S. $11,500,000 Class D-1 Secured Deferrable
     Floating Rate Notes and U.S. $5,000,000 Class D-2 Secured
     Deferrable Fixed Rate Notes, and

   * Ba3 to the U.S. $14,250,000 Class Subordinated Notes.

All of the notes are due in 2040.  Deerfield Capital Management
LLC is the collateral manager to the transaction.

Moody's noted that its ratings of notes issued by this cash flow
CDO reflect the credit quality of the collateral pool (which
consists primarily of ABS securities), the credit enhancement for
the notes inherent in the capital structure and the transaction's
legal structure.


SGD HOLDINGS: Wants Ordinary Course Professionals to Continue
-------------------------------------------------------------
SGD Holdings, Ltd., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to continue to retain, employ
and pay professionals it turns to in the ordinary course of its
business without bringing formal employment applications to the
Court.

In the day-to-day performance of its duties, the Debtor regularly
call upon various professionals, including accountants and
auditors to render accounting and auditing services to the Debtor
with respect to its business operations.

The Debtor explains to the Court that it would be burdensome and
costly on its part to require each Ordinary Course Professional to
file employment and compensation applications to the Court in
light of the relatively small fees and limited engagement of those
Professionals.

The Debtor assures the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $3,000 per month and those Professionals fees and expenses
      will not exceed in the aggregate of $10,000 per month;

   b) every 20th day after the end of each quarter, beginning on
      March 31, 2005, the Debtor will file with the Court a
      quarterly statement containing:

         (i) the name of each Ordinary Course Professional,

        (ii) the monthly fees and reimbursement of expenses for
             each of the Ordinary Course Professional for the
             previous quarter, and

        (ii) a general description of the services rendered by
             each Ordinary Course Professional; and

   c) in the event that an Ordinary Course Professional's fees and
      expenses exceeds $3,000 per month, that Professional will be
      required to seek a formal approval from the Court.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtor, its
creditors and other parties-in-interest.

Headquartered in Addison, Texas, SGD Holdings, Ltd., --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  The Company's
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182).  Donna L.
Harris, Esq., at Cross & Simon, LLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $1 million to $10
million and estimated debts of $10 million to $50 million.


SGD HOLDINGS: Wants to Hire Cross & Simon as Bankruptcy Counsel
---------------------------------------------------------------
SGD Holdings, Ltd. asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Cross & Simon, LLC as its
general bankruptcy counsel.

Cross & Simon is expected to:

   a) provide the Debtor with advise concerning its rights and
      duties as a debtor-in-possession in the continued operation
      of its business;

   b) prepare on behalf of the Debtor all necessary documents,
      motions, applications, answers, orders, reports and papers
      in connection with the administration of the Debtor's
      chapter 11 case;

   c) take all necessary actions to protect and preserve the
      Debtor's estate during the pendency of its chapter 11 case,
      including:

       (i) the prosecution of actions by the Debtor and the
           defense of any actions commenced against the
           Debtor, and

      (ii) the negotiation of all litigation in which the
           Debtor is involved and objection to claims filed
           against the Debtor;

   d) represent the Debtor at hearings, meetings and conferences
      on matters pertaining to its affairs as a debtor-in-
      possession; and

   e) provide all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Donna L. Harris, Esq., a Member at Cross & Simon, is the lead
attorney for the Debtor.  Ms. Harris discloses that the Firm
received a $15,000 retainer.

Ms. Harris reports Cross & Simon's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Partners               $290
    Associates              220 - 270
    Paraprofessionals       120

Cross & Simon assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in  Addison, Texas, SGD Holdings, Ltd., --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182).  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


SPIEGEL INC: Illinois Revenue Dept. Asks to Vacate Tax Claim Order
------------------------------------------------------------------
On May 19, 2003, the Illinois Department of Revenue filed Claim
No. 162 for $2,696,174 in business income taxes.  The Claim is
based in large part on liabilities, which were admitted by
Spiegel Inc. and its debtor-affiliates in a legal settlement
reached with the Revenue Department.

On September 15, 2004, the Debtors sought disallowance of the
Claim.  The Debtors argued that the Claim either had been paid
after the Petition Date or that no amount is due and owing.

James D. Newbold, Assistant Attorney General for the Revenue
Department, informs Judge Blackshear that when the Objection was
received, it was inadvertently misplaced and no referral was made
to the Illinois Attorney General's Office to file a response.

On December 1, 2004, the Debtors' representatives and the Revenue
Department's Office of General Counsel met to discuss settlement
of the Claim.  Both parties' representatives were not aware that
a Court order had been entered on November 23, disallowing the
Claim.

At the meeting, the parties discussed issues involved with the
proposed notice of deficiency for which the Debtors had requested
consideration in the Revenue Department's Informal Conference
Board and the availability of various Illinois net operating loss
carry-backs.  The Department's representatives indicated that
they would review the information provided and get back to the
Debtors' representatives concerning their proposal.

During the meeting, the fact that there was a pending claims
objection came up.  Mr. Newbold, who had not previously seen the
Objection, relates that he advised the Debtors' representatives
that he would file a response to the Objection and an amended
claim to include various additional matters discussed at the
meeting with the understanding that any Court hearing would be
continued to allow for negotiations to take place.  The Debtors'
representatives agreed that it would be an appropriate manner to
proceed.

After the meeting, Mr. Newbold downloaded from the Court's Web
site a copy of the Debtors' Omnibus Objection.  Only then did Mr.
Newbold found out that the Revenue Department's Claim has been
disallowed.

The Revenue Department asserts that the Claim was not paid after
the Petition Date.  Moreover, the liability was largely conceded
as part of the legal settlement.

Accordingly, the Revenue Department asks the Court to vacate the
Order disallowing Claim No. 162 and grant the Revenue Department
leave to file its response to the Debtors' Claims Objection
instantly.

Mr. Newbold notes that the first hearing on the Omnibus Objection
for creditors who filed responses has been previously set for
January 4, 2005, so there is no real prejudice or delay in
vacating the Order and allowing the Revenue Department to file a
response to the Objection.

                          *     *     *

The Debtors and the Revenue Department agree that:

   (1) the hearing date on the Department's request will be
       adjourned until March 1, 2005, at 10:00 a.m.;

   (2) the Revenue Department will file its memorandum of law, if
       any, in support of the request by not later than
       February 15, 2005, at 5:00 p.m.; and

   (3) all objections to the request will be filed not later than
       February 24, 2005, at 5:00 p.m.

Accordingly, the Court approves the Stipulation.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores. The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SR TELECOM: Refinancing Efforts Spur S&P to Slice Ratings to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement yesterday concerning its refinancing efforts as well
as revised financial guidance.

SR Telecom entered into a letter of intent with respect to a
senior secured credit facility for up to US$50 million.  The
facility is contingent on the company raising US$30 million in new
equity or subordinated debt, and the refinancing of subsidiary
Communicacion y Telefonia Rural S.A.'s (CTR) debt, which is
currently guaranteed by SR Telecom.  Standard & Poor's had been
expecting a commitment to be forthcoming for the refinancing in
December or January.

"[The] announcement indicates the company is having difficulties
obtaining all necessary commitments from various financial
stakeholders, and the company is now clearly operating under
severe time constraints, with its debentures due three months from
now," said Standard & Poor's credit analyst Joe Morin.  In
addition, it may be difficult for SR Telecom to raise new equity
or subordinated debt in light of revised guidance for
fourth-quarter 2004 and first-quarter 2005.

Based on revised guidance, SR Telecom's performance in fourth-
quarter 2004 was worse than expected, with a number of contract
orders being delayed and suppliers demanding more stringent credit
terms.  As such, the company will report an EBITDA loss for
fourth-quarter 2004 and first-quarter 2005.  The company also used
a substantial amount of its cash in fourth-quarter 2004 and its
liquidity position has therefore become severely constrained.  As
at Dec. 31, 2004, it had only approximately C$5 million in
unrestricted cash on its balance sheet, down from about
C$13 million as at Sept. 30, 2004.


STEWART ENT: Solicits Consents to Amend $300MM Sr. Note Indenture
-----------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) has commenced a cash
tender offer and consent solicitation for all $300 million of its
outstanding 10-3/4% Senior Subordinated Notes due 2008.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on Feb. 2, 2005, will be based primarily on the present
value on the initial payment date of $1,053.75 (the redemption
price for the Notes on July 1, 2005, which is the earliest
redemption date for the Notes), determined based on a fixed spread
of 50 basis points over the yield on the Price Determination Date
of the 1-1/8% U.S. Treasury Note due June 30, 2005.  The Price
Determination Date will be 2:00 p.m., New York City time, on
Feb. 4, 2005 (unless the Company extends the tender offer prior to
the Price Determination Date, in which case such date will be the
tenth business day prior to expiration of the tender offer).
Holders who validly tender their Notes by the Consent Payment
Deadline will receive payment on the initial payment date, which
is expected to be on or about Feb. 11, 2005.

In connection with the tender offer, the Company is soliciting
consents to proposed amendments to the indenture governing the
Notes, which would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.  The
Company is offering to make a consent payment (which is included
in the total consideration described above) of $30.00 per $1,000
principal amount of Notes to holders who validly tender their
Notes and deliver their consents on or prior to the Consent
Payment Deadline.  Holders may not tender their Notes without
delivering consents, and may not deliver consents without
tendering their Notes.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Feb. 18, 2005, unless extended or earlier
terminated.  However, no consent payments will be made in respect
of Notes tendered after the Consent Payment Deadline.  Tendered
Notes may not be withdrawn and consents may not be revoked after
the time the Company and the trustee for the Notes execute an
amendment to the indenture governing the Notes to effect the
proposed amendments, which is expected to be 5:00 p.m., New York
City time, on Feb. 2, 2005.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement of the Company dated January 20, 2005,
copies of which may be obtained by contacting D. F. King and Co.,
Inc., the depositary and information agent for the offer, at (212)
269-5550 (collect) or (800) 659-5550 (U.S. toll-free).

                        About the Company

Stewart Enterprises Founded in 1910, is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 236 funeral homes and 147
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating and
its '1' recovery rating to the proposed senior secured bank credit
facility of large funeral home and cemetery operator Stewart
Enterprises Inc.  At the same time, Standard & Poor's affirmed its
'BB' corporate credit and 'B+' subordinated debt ratings on
Stewart. When the transaction is completed, the 'BB' rating on
the existing senior secured bank credit facility will be
withdrawn.  As of July 31, 2004, the Jefferson, Louisiana-based
company had about $437 million of debt outstanding.

"The speculative-grade ratings on Stewart reflect its operating
concentration in a competitive, fragmented industry with stable
but modest long-term growth prospects and a rising consumer
preference for lower cost services," said Standard & Poor's credit
analyst David Peknay.  "The company's relatively efficient
operations, an improving balance sheet, and a large contracted
revenue backlog partly offset these factors."


STRUCTURED ASSET: Fitch Rates Class B2 Series 2003-AM1 With 'BB'
----------------------------------------------------------------
Fitch Ratings affirmed Structured Asset Securities Corporation
(SASCO) issues:

     Series 1998-2:

          -- Class A 'AAA';
          -- Class M-1 'AA';
          -- Class M-2 'A'.

     Series 1999-SP1:

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

     Series 2002-HF2:

          -- Classes A-1, A-3, A-4, A-5, AIO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'BBB';
          -- Classes B1, B2 'BBB-';

     Series 2002-BC1:

          -- Classes A1, A3, A4, AIO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'BBB'.

     Series 2003-BC1:

          -- Class A 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class B1 'BBB';
          -- Class B2 'BBB-'.

     Series 2003-BC2:

          -- Classes A, AIO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'BBB+';
          -- Class M4 'BBB+';
          -- Class B1 'BBB-';
          -- Class B2 'BB+'.

     Series 2003-AM1:

          -- Classes A2 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B1 'BBB-';
          -- Class B2 'BB+'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


STRUCTURED ASSET: Fitch Rates Two Classes With Double B
-------------------------------------------------------
Fitch Ratings affirmed Structured Asset Investment Loan Trust
issues:

Series 2003-BC1:

          -- Classes A-1, A-2, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'BBB+';
          -- Class M4 'BBB';
          -- Class B 'BBB'.

     Series 2003-BC2:

          -- Classes A-1, A-2, A-3, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'BBB+';
          -- Classes M4A, M4F 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC3:

          -- Classes 1-A2, 2-A2, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC4:

          -- Classes 1-A2, 2-A2, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC6:

          -- Classes 1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, A-IO
             'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC7:

          -- Classes 1-A1, 1-A2, 2-A, 3-A2, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-';

     Series 2003-BC8:

          -- Classes 1-A1, 1-A2, 2-A, 3-A1, 3-A2, 3-A3, A-IO
             'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC9:

          -- Classes 1-A1, 1-A2, 2-A, 3-A1, 3-A2, 3-A3, A-IO
             'AAA';
          -- Class M1 affirmed at 'AA';
          -- Class M2 affirmed at 'A';
          -- Class M3 affirmed at 'A-';
          -- Class M4 affirmed at 'BBB+';
          -- Class M5 affirmed at 'BBB';
          -- Class B affirmed at 'BBB-'.

     Series 2003-BC10:

          -- Classes 1-A1, 1-A2, 2-A, 3-A1, 3-A2, 3-A3, 3-A4,
             3-A5, A-IO, A4 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC11:

          -- Classes A1, A2, A3, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class B 'BBB-'.

     Series 2003-BC12:

          -- Classes 1-A, 2-A, 3-A, A-IO 'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class M6 'BBB-';
          -- Class B 'BB'.

     Series 2003-BC13:

          -- Classes 1-A1, 1-A2, 1-A3, 2-A1, 2-A2, 2-A3, 3-A, A-IO
             'AAA';
          -- Class M1 'AA';
          -- Class M2 'A';
          -- Class M3 'A-';
          -- Class M4 'BBB+';
          -- Class M5 'BBB';
          -- Class M6 'BBB-';
          -- Class B 'BB'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


TEMBEC INC: Reports 1st Quarter Financial Results
-------------------------------------------------
Tembec Inc.'s consolidated sales for the first quarter ended
December 25, 2004, were $888.8 million, up from $766.3 million in
the comparable period last year.  The Company generated a net loss
of $0.7 million or $0.01 per share compared to net earnings of
$52.1 million or $0.61 per share in the corresponding quarter
ended December 27, 2003, and net earnings of $90.7 million or
$1.06 per share in the previous quarter.  Earnings before interest
and financing charges, taxes, depreciation, amortization and other
non-operating expenses -- EBITDA -- was negative $14.2 million as
compared to negative EBITDA of $9.8 million a year ago and EBITDA
of $84.6 million in the prior quarter.  Cash flow from operating
activities before changes in non-cash working capital balances
less capital expenditures was negative $54.1 million as compared
to $104.8 million generated a year ago and negative $24.6 million
in the previous quarter.

The December 2004 quarterly financial results include an after-tax
gain of $45.7 million or $0.53 a share on the translation of its
US $ denominated debt.  After adjusting for this item and certain
specific items, the Company would have generated a net loss of
$73.9 million or $0.86 per share.  This compares to a net loss of
$60.7 million or $0.70 per share in the corresponding quarter
ended December 27, 2003, and a net loss of $20.0 million or $0.22
per share in the previous quarter.  The impact of foreign exchange
and certain specific items on the Company's financial results is
discussed further in the Management Discussion and Analysis --
MD&A -- of its financial results.

                    Business Segment Results

The Forest Products segment generated EBITDA of $21.4 million on
sales of $331.3 million.  This compares to EBITDA of $60.1 million
on sales of $415.2 million in the prior quarter.  Lower shipments
and selling prices of SPF lumber and OSB accounted for the
majority of the $83.9 million decline in sales.  US $ reference
prices for random lumber declined by approximately US $97 per mfbm
while stud lumber declined by US $62 per mfbm.  The stronger
Canadian $, which averaged approximately 7% higher versus the US $
also negatively impacted the Company's realized selling prices.
The net effect was a reduction in EBITDA of $35.9 million or $96
per mfbm.  Lower selling prices for OSB reduced EBITDA by a
further $6.5 million.  The margins in Forest Products continued to
be subject to lumber export duties.  During the quarter,
countervailing and antidumping duties totaled $23.2 million
compared to $35.7 million in the prior quarter.  Since May 2002,
the Company has incurred $244.1 million of duties, which remain
subject to the resolution of the softwood lumber dispute.

The Pulp segment generated negative EBITDA of $37.1 million on
sales of $347.4 million for the quarter ended December 2004
compared to EBITDA of $24.4 million on sales of $350.2 million in
the September 2004 quarter.  The $2.8 million decline in sales was
due to lower selling prices offset by higher shipments.  US $
reference prices for paper pulps were lower in the December
quarter.  The stronger Canadian $ also negatively impacted the
realized selling prices.  The net effect was a reduction in EBITDA
of $45.8 million or $85 per tonne. The balance of the decline in
EBITDA was attributable to production curtailments taken during
the quarter, including relatively lengthy maintenance shutdowns at
two of our mills in France.  Total downtime in the quarter was
48,100 tonnes compared to 8,500 tonnes in the prior quarter.

The Paper segment generated negative EBITDA of $0.6 million on
sales of $232.5 million.  This compares to negative EBITDA of
$2.6 million on sales of $244.1 million in the prior quarter.
Sales declined by $11.6 million as a result of lower selling
prices and lower shipments.  Although US $ reference prices for
newsprint, coated paper and bleached board all increased, it was
not sufficient to offset the stronger Canadian $.  The net effect
was a reduction in EBITDA of $7.0 million or $26 per tonne. The
lower revenues were offset by a cost decrease of $7.1 million
relating to the St-Francisville, Louisiana paper mill.  The
decrease was due to the weaker US $ versus the Canadian $. This
facility provides a significant natural hedge against the negative
impact of a stronger Canadian $.

                            Outlook

The interim financial results reflect the significant decline in
Forest Products and Pulp segment profitability.  In the case of
Forest Products, the reduction was anticipated based on the
historical seasonality of the lumber business.  The decline in
pulp prices was more severe than anticipated.  However, they have
since largely recovered and we anticipate further increases as the
year progresses.  The stronger Canadian $ combined with lumber
export duties continue to negatively impact our financial
performance.  As well, increases to other commodities, primarily
energy, are leading to increased manufacturing costs.  The Company
is confident that these cost increases will lead to higher selling
prices for its own products as demand improves.  Until then, the
Company is maintaining a defensive approach, including the
restriction of capital expenditures.  The Company is focused on
controlling costs and maintaining liquidity.

Tembec is a leading integrated forest products company, well
established in North America and France.  With sales of
approximately $4 billion and some 11,000 employees, it operates
50 market pulp, paper and wood product manufacturing units, and
produces chemicals from by-products of its pulping process.
Tembec markets its products worldwide and has sales offices in
Canada, the United States, the United Kingdom, Switzerland, China,
Korea, Japan, and Chile.  The Company also manages 40 million
acres of forest land in accordance with sustainable development
principles and has committed to obtaining Forest Stewardship
Council -- FSC -- certification for all forests under its care by
the end of 2005.  Tembec's common shares are listed on the Toronto
Stock Exchange under the symbol TBC.  Additional information is
available at http://www.tembec.com/

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2005,
Moody's Investors Service downgraded the senior implied, senior
unsecured and issuer ratings of Tembec Inc.'s key operating
subsidiary, Tembec Industries, Inc., to B2 from Ba3.  The outlook
was changed to stable from negative.

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured ratings on Tembec, Inc., and its
subsidiary, Tembec Industries, Inc., to 'B' from 'BB-'.  The
outlook is currently stable.


UAL CORP: Asks Court to Approve Revised CBA With ALPA
-----------------------------------------------------
UAL Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois for
authority to enter into a revised letter agreement to modify their
collective bargaining agreements with the Air Line Pilots
Association.

After the Court denied the original ALPA Letter Agreement, the
Debtors and the ALPA recommenced negotiations.  As a result, the
Debtors and the ALPA have reached a modified agreement, subject
to Court approval and membership ratification.  On January 18,
2005, the ALPA Master Executive Council accepted the Revised ALPA
Agreement.  The membership voting process should be completed by
January 31, 2005.  The Revised Agreement is substantially similar
to the original, except for certain changes.

The Revised Agreement contains certain wage and benefit
modifications that will benefit the Debtors' restructuring
efforts.  Pilot base pay rates will be reduced by 11.8%,
effective January 1, 2005, and will not increase until 2006.  The
previous Agreement reduced pilot pay by 14.7%.  Incentive pay for
late night and international flying will be eliminated, as will
retiree life insurance.

If the Debtors seek to terminate the United Airlines Pilot
Defined Benefit Pension Plan, the ALPA will waive any claim that
the termination violates the ALPA collective bargaining
agreement.  The ALPA will not oppose the Debtors' efforts to
terminate the Plan.  The Debtors will contribute 6% of pilot
compensation every month to the United Airlines Pilot Directed
Account Plan.

As with the original Agreement, the ALPA will share in the
upside.  The ALPA will participate in profit sharing if the
Debtors report specified profit margins or perform above
expectations in an annual incentive program.  The ALPA will
receive $550,000,000 in Convertible Notes if its Plan is
terminated.  Any plan of reorganization supported by the Debtors
will provide for an equity distribution to the ALPA similar to
that granted to general unsecured creditors.  The Debtors will
reimburse the ALPA for reasonable fees and expenses, up to
$2,500,000.

Under the Revised Agreement, the ALPA will be entitled to an
allowed administrative expense under Section 503(b) of the
Bankruptcy Code equal to the cash savings provided.  The original
Agreement provided for twice this amount.  To address the Court's
concerns that the ALPA's administrative claim could continue to
accrue indefinitely, the Revised Agreement mandates that the ALPA
must exercise its right of termination within 60 days following
an event of termination.  The Revised Agreement does not provide
the ALPA with termination power if a trustee is appointed, plan
exclusivity is terminated, or the Debtors are unable to terminate
the pension plans of other unions.

The pilots have the right to terminate the Agreement if the
Debtors do not implement by June 1, 2005, at least $1,000,000,000
in annual labor and pension cash savings for 2005 through 2010.
Previously, the Debtors had to find $500,000,000 in such savings.

If the Debtors reach a pension funding solution that permits
continuation of any pension plans, the pilots will receive the
full benefit of that solution to maintain the Defined Benefit
Pension Plan in the same status, so long as pilot labor and
pension savings contributed to the restructuring remain fair and
proportional to other employee groups.

          Revised Pact Will Provide Stability to United

     ROSEMONT, Illinois -- January 18, 2005 -- The United Master
Executive Council, the governing body of the United Chapter of
the Air Line Pilots Association, today accepted a revised
tentative agreement between ALPA and United Airlines and
unanimously recommended the agreement be ratified by the pilot
group.

     The agreement now goes to the approximately 6,400 United
pilots for a ratification vote.  Balloting begins on January 20
and will close on January 31.

     The MEC opted to accept the revised agreement rather than
pursue a litigated outcome in bankruptcy court under Section 1113
proceedings.  Bankruptcy Judge Eugene Wedoff on January 7
rejected the pilots' original agreement with the Company because
certain aspects of that agreement were inconsistent with the
requirements of the bankruptcy code.

     "After careful consideration and thorough study, the
governing body of United's pilots unanimously voted that
ratification of this new agreement is the best course of action
for all pilots at United Airlines.  Absent this agreement, we
faced an unacceptable outcome in litigation before the Bankruptcy
Court," said MEC Chairman Captain Mark Bathurst. "Given the
circumstances in which we find ourselves, it is our belief that
this agreement provides the stability that the company needs to
move toward an expeditious exit from Chapter 11 bankruptcy
protection.

     "It must be understood that, with this agreement, the MEC
has provided the tools that the Company claims it needs to exit
from bankruptcy.  This MEC has expended an extraordinary amount
of energy and resources in order to achieve this agreement.
Should the pilots ratify this agreement, we fully expect the
Company to use these tools to move this Company out of the morass
of bankruptcy and emerge as a healthy, viable competitor."

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Extend Exclusive Plan Filing Until April 30
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, UAL
Corporation and its debtor-affiliates ask for another extension of
the exclusive period to file and solicit acceptances of a Chapter
11 Plan.

The Debtors want their Exclusive Plan Filing Period extended
until April 30, 2005, and their Exclusive Solicitation Period
extended until June 30, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, tells the Court that the Debtors have accomplished a
lot in the last two months.  The Debtors are close to realizing
the majority of the costs savings built into the business plan,
but will need more time to attain all cost reductions, implement
the business plan, deal with labor issues, get control of
aircraft fleet restructurings and engage the capital markets to
obtain exit financing.  After all this, the Debtors will need
time to negotiate, file and commence the plan process.

The Debtors have not completed the Section 1113 process.  The
Debtors reached consensual interim modifications with the
International Association of Machinists, which allow for an
additional three months to continue negotiations.  The Debtors
are still negotiating with the Air Line Pilots Association, and
will have to engage the Professional Airline Flight Control
Association and the Transportation Workers Union.  Termination of
the Exclusive Periods during this negotiation period could short-
circuit the Section 1113 process.

Once matters are settled on the labor front, the Debtors still
must execute the new business plan, implement an improved cost
structure, put revenue enhancements into place, while working on
an exit financing package.  For example, the Debtors have to
reach a deal with the Aircraft Trustees and begin the defined
benefit pension plan termination process, which will likely take
several months from beginning to end.

Mr. Sprayregen explains that the Debtors are asking for a three-
month extension "to capitalize on positive momentum in
implementing its restructuring initiatives and to further develop
a confirmable chapter 11 plan of reorganization."

Ending the Exclusive Periods would throw these proceedings into
turmoil.  Competing plans will redirect the Debtors' resources
away from the path to exit.  Since the Debtors have a Working
Group that was established to review alternative restructuring
initiatives, it is unlikely that another party has complete and
workable alternative solutions to the Debtors' objectives.  As a
result, any competing plan would likely be incomplete, contingent
and non-confirmable.

                    Airport Consortium Objects

The Airports, as public entities, depend on prompt payment of
funds to continue operating and serving the traveling public.  As
of January 1, 2003, many of the Airports were owed "substantial
sums of money" in unpaid Stub Rent.  Except in limited instances,
the Debtors have not paid the Stub Rent, although the Debtors
enjoyed full use of the Airports' facilities.

To make long-term planning decisions, the Airports need to know
if the Debtors plan to use their facilities.  Otherwise, the
Airports will continue to delay operational and infrastructure
improvements as well as attracting potential new air carriers.

Donald A. Workman, Esq., at Foley & Lardner, in Washington, D.C.,
tells the Court that the Airports are prejudiced by the Debtors'
exclusive right to propose a Plan, as it invariably delays the
close of UAL's case, the adjudication of creditor rights and
payment of creditor claims.

If the Court grants the request, the Airport Consortium insists
that the extension should be limited to 30 days.

             Creditors' Committee Supports Extension

On behalf of the Official Committee of Unsecured Creditors,
Fruman Jacobson, Esq., at Sonnenschein, Nath & Rosenthal, in
Chicago, Illinois, notes that the previous extensions of the
Exclusive Periods have maintained the onus on the Debtors to
continue restructuring progress.  During this process, the
Debtors have been cooperative and communicative with creditor
constituencies.

The Committee agrees that the Debtors have a lot of work ahead
before emerging from Chapter 11.  The Debtors must produce a
viable business plan that is acceptable to creditors and the
capital markets.  The Debtors have to arrive at agreements with
the unions or implement court-imposed measures.  The Debtors
continue to negotiate with aircraft financiers and the Pension
Benefit Guaranty Corporation.  As a result, the Committee
supports a three-month extension of the Exclusive Periods that is
expressly conditioned on the Debtors' cooperation and
coordination.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFI INC: Posts $7.7 Million Net Loss in Second Quarter 2004
-------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) released operating results for its second
quarter ending Dec. 26, 2004.

Unifi, Inc., reported a net loss from continuing operations of
$4.7 million for the quarter ending Dec. 26, 2004, compared to a
net loss of $7.0 million or for the prior year December quarter.
Net income, including discontinued operations, was a net loss of
$7.7 million or $0.15 per share compared to a net loss, including
discontinued operations of $9.2 million for the prior year
December quarter.

Net sales from continuing operations for the December quarter,
which include sales from the INVISTA polyester manufacturing
assets acquired in September 2004, were $208.5 million, an
increase of $42.2 million or 25.4 percent compared to net sales of
$166.3 million for the prior year December quarter.

"The first 90-days of transition following our acquisition in
Kinston, North Carolina have gone extremely well, as evidenced by
the improvement in the current quarter results compared to last
year.  Considering that we exited the Manufacturing Alliance
agreement and took over a facility in need of significant
reorganization, we are very pleased with the execution of our plan
to date," said Bill Lowe, Chief Operating Officer and CFO for
Unifi.  "We have also continued to focus on the fundamentals of
reducing SG&A expenses and balance sheet management, which has
enabled the Company to record an operating profit from continuing
operations of $0.7 million for the first half of fiscal 2005
compared to a loss of $7.7 million for the same period in the
prior year."

Net sales from continuing operations for the first half of fiscal
2005 were $388.6 million, an increase of $58.6 million or 17.8
percent over net sales of $330.0 million for the prior year first
half.

For the first half of fiscal 2005, the Company reported a net loss
from continuing operations of $6.0 million, which compares
favorably to a net loss of $9.6 million for the prior year first
half.  Net income, including discontinued operations for the first
half of fiscal 2005, includes charges associated with the closure
of the Company's facility in Ireland, was a net loss of $30.3
million or $0.58 cents per share compared to a net loss of $13.8
million or $0.26 cents per share for the prior year fiscal first
half.

Brian Parke, Chairman and Chief Executive Officer for Unifi, said,
"The success of the strategies and actions taken by the Company
are not only visible in our operating results, they have also
prepared us for the elimination of quotas.  Our products and
services are more diversified and vertically-integrated than ever
and our cost structure remains competitive for the markets we
serve.  We are confident that the strength of our underlying
business, our strong balance sheet, and strategies for global
growth have the Company well-prepared for the continued challenges
that our industry will face in the year ahead."

                        About the Company

Unifi, Inc. http://www.unifi-inc.comis a diversified producer and
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  The Company adds value to the supply chain
and enhances consumer demand for its products through the
development and introduction of branded yarns that provide unique
performance, comfort and aesthetic advantages. Key Unifi brands
include, but not limited to: Sorbtek(R), A.M.Y.(R), Mynx(TM) UV,
Reflexx(R), MicroVista(R) and Satura(R).  Unifi's yarns and brands
are readily found in home furnishings, apparel, legwear and sewing
thread, as well as industrial, automotive, military and medical
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 31, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Unifi Inc., to 'B-' from
'B+'.  Also, the ratings on Unifi, a producer of texturized
nylon and polyester yarns, have been removed from CreditWatch,
where they were placed April 14, 2004.

"The downgrade follows the company's very weak operating results,
which reflect the continued difficult operating environment," said
Standard & Poor's credit analyst Susan Ding.  "Excess industry
capacity has led to negative unit volume and pricing trends."


US AIRWAYS: Achieves $1 Bil. Plus Savings in Ratified Labor Pacts
-----------------------------------------------------------------
US Airways Group, Inc., said all three of its employee groups
represented by the International Association of Machinists have
ratified cost-savings agreements.

The ratification, representing a savings of more than $353 million
annually over the course of five years, covers approximately 8,800
US Airways mainline employees, including mechanics, utility, fleet
service, stock clerks, and maintenance training specialist
workers.

The agreement for the mechanics and related employees was ratified
by a 61 percent margin, while fleet service employees ratified by
a 62 percent margin, and the maintenance training specialist
agreement was ratified by a 97 percent margin.

"We have a great deal of respect for our IAM employees, as they
were faced with an enormously difficult decision," said Jerrold A.
Glass, US Airways senior vice president of employee relations.
"While this ratification vote marks the end of a long and arduous
process, it also represents a new beginning for our company.   All
employees have made tremendous sacrifices, and now we will work in
unity to improve relations, transform our business, and emerge as
a stronger airline."

US Airways has ratified cost-savings agreements with all of its
labor groups, including non-unionized employees, totaling over
$1.1 billion annually.   US Airways' labor work groups are
represented by the:

   -- Air Line Pilots Association (3,074 active employees),
   -- Association of Flight Attendants (5,629 active employees),
   -- Communications Workers of America (5,387 active employees),
   -- IAM (8,814 active employees), and
   -- Transport Workers Union (215 active employees).

These more than 23,000 unionized employees contributed more than
$1.04 billion in average annual cost savings to help implement the
company's Transformation Plan.

US Airways Chairman David G. Bronner said that with ratification
of new labor agreements by all the airline's unions now complete,
the airline has "a strong tail wind" to help it complete its plan
for emerging from Chapter 11 protection.

Mr. Bronner said that with a competitive labor cost structure in
place, the US Airways franchise is strengthened as it seeks to
compete amidst the proliferation of low fares and low-cost
airlines now dominating the industry is competitive environment.
"US Airways has loyal customers who want to see the company
succeed, a strong tradition of service in major markets, and a
proud group of employees that have demonstrated their ability to
overcome challenges.

"We knew that the process of securing concessions from employees
would be difficult, but we also knew that our employees recognize
that the sweeping changes taking place in the industry required us
to make changes as well," said Mr. Bronner.  "Every union has
worked with us to find creative solutions that reduce our costs
and preserve jobs, pay and benefits as much as possible, and those
efforts and sacrifices are recognized and respected by the board
and the management team.  No one likes making concessions, but the
outlook for the US Airways is much brighter now that we have
secured these new labor agreements and the public discussion about
the airline is much more optimistic."

                   Pilots Issue Statement

US Airways MEC Chairman Captain Bill Pollock of the Air Line
Pilots Association said:

"We are pleased to learn that the three workgroups of the US
Airways IAM have voted to ratify the Company's final offer and to
participate in US Airways' Transformation Plan.  From the
beginning of this process, ALPA has said that each employee
group's participation was necessary for a successful
transformation.  With all of these agreements now in place, US
Airways has achieved its most recent Transformation Plan goal of
$1 billion in cost savings from its employees.

"However, this milestone was not realized without much pain and
sacrifice from the employees.  Our decision to provide management
with such significant cost cuts underscores every single
employee's dedication to the survival of our airline.  These
contributions, which were made after serious deliberation by all
US Airways unions, give US Airways the tools to maintain and
improve our operations and to emerge from bankruptcy as a healthy
competitor.

"The pilots of US Airways, who have cumulatively provided nearly
$7 billion in cost savings to US Airways through 2009, look
forward to the successful implementation of the Transformation
Plan.  The sizeable investment we have made in our airline will
continue to require our involvement with the Plan every step of
the way to ensure that our sacrifices are properly applied."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US LEC CORP: Expands Service Reach in Virginia Market
-----------------------------------------------------
US LEC Corp. (Nasdaq: CLEC), a telecommunications carrier serving
businesses and enterprise organizations throughout the Eastern
United States, is expanding its voice, data and Internet services
in Roanoke and Blacksburg, Virginia, to answer market needs.

The US LEC customer base in Virginia, which includes the
Washington, DC market, is approaching 3,500 mid-to-large sized
business customers, and represents a wide range of medium and
large businesses in diverse vertical markets.  US LEC now provides
voice, data and Internet services to more than 21,000 business
customers throughout the Eastern U.S.

"We are pleased to offer business customers in these markets the
'worry- free telecom experience' that our quality services and
outstanding post-sale care provides," said Charles Flaherty,
regional vice president for US LEC.  "Business customers across
the state have realized the value of our service, which translates
to an increased market penetration throughout Virginia for US LEC.
Customers in Roanoke and Blacksburg can truly benefit from having
US LEC as their business communications partner."

US LEC began local sales and support operations in Virginia in
early 1999.  With its first digital switching center in Norfolk,
the company expanded to Richmond later in 1999, and then to
Northern Virginia to service the greater Washington, DC market in
early 2000.  Also, US LEC announced service in Charlottesville in
early 2004.  US LEC's Virginia markets now include Alexandria-
Arlington, Blacksburg, Charlottesville, Fairfax-Vienna, Falls
Church-McLean, Fredericksburg, Herndon, Norfolk, Newport News,
Petersburg/Hopewell, Richmond, Roanoke, Virginia Beach and
Williamsburg, as well as Washington, D.C.

                           About US LEC

Based in Charlotte, N.C., US LEC -- http://www.uslec.com/-- is a
leading telecommunications carrier providing integrated voice,
data and Internet services to medium and large businesses and
enterprise organizations throughout 15 Eastern states and the
District of Columbia.  US LEC services include local and long
distance calling services, Voice over Internet Protocol (VoIP)
service, advanced data services such as Frame Relay, Multi-Link
Frame Relay and ATM, dedicated and dial-up Internet services,
managed data solutions, data center services and Web hosting.  US
LEC also provides selected voice services in 27 additional states,
selected nationwide data services and MegaPOP, a nationwide local
dial-up Internet access product for ISPs.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Charlotte, North Carolina-based competitive local
exchange carrier US LEC Corp. The outlook is negative.

A 'B-' rating was assigned to the company's proposed $150 million
second-priority senior secured floating-rate notes due 2009 to be
issued under Rule 144A with registration rights. These notes are
rated at the same level as the corporate credit rating because a
potential priority obligation, in the form of a carve-out for a
maximum $10 million of first-priority lien debt under the
indenture for these notes, is nominal relative to asset value.
Proceeds from the notes will be used to refinance approximately
$120.4 million of bank debt and $6.8 million of subordinated notes
at face value. Pro forma for the refinancing, US LEC had total
debt of about $150 million ($160 million after adjusting for
operating leases) at June 30, 2004.

"Ratings primarily reflect concerns over the longer-term viability
of small CLECs like US LEC in light of the expected increase in
competitive pressure from more formidable rivals," said Standard &
Poor's credit analyst Michael Tsao. "As a result, we expect some
deterioration in currently modest leverage metrics." US LEC,
which has a "smart build" network comprising owned switches and
leased loops, focuses on providing voice, data, and Internet
services to mid- and large-size enterprises in 107 markets in
which either Verizon Communications, Inc., or BellSouth Corp.
operates as the incumbent local exchange carrier -- ILEC.


VARTEC TELECOM: Committee Taps XRoads as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Vartec Telecom,
Inc., and its debtor-affiliates sought and obtained approval from
the Honorable Steven A. Felsenthal of the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, to employ
XRoads Solutions Group, LLC, as its financial advisors.

The Committee chose XRoads because it's a nationally recognized
financial advisory, corporate restructuring and turnaround
management firm.

As the financial advisor to the Committee, XRoads will:

     a) advise the Committee in capital restructuring and
        financing alternatives available to the Debtors,
        including evaluating the Debtors' plan of
        reorganization, postpetition financing, and other
        specific courses of action that may be proposed and
        assist the Committee with the review of all alternative
        structures to maximize value for unsecured creditors;

     b) assist the Committee in its discussions with interested
        parties regarding the Debtors' operations, prospects and
        potential reorganization and restructuring alternatives;

     c) assist the Committee in valuing the Debtors' business
        operations as well as the Debtors' assets on a
        liquidation basis;

     d) provide expert advice and testimony, if necessary,
        relating to financial matters that arise during the
        pendency of these cases, including the feasibility of
        any plan or transaction and the valuation of any
        securities issued in connection with such a plan or
        transaction;

     e) advise the Committee as to potential merger or
        acquisition opportunities, and the sale or other
        disposition of any or all of the Debtors' assets or
        businesses;

     f) prepare proposals and counter proposals to the Debtors
        and other parties-in-interest in connection with any
        plan of reorganization of any other transaction;

     g) assist the Committee with presentations regarding any
        plan of reorganization, proposed asset sales or other
        potential transactions and other issues related thereto;
        and

     h) render such restructuring services as may be mutually
        agreed upon by XRoads and the Committee.

For XRoads' services to the Committee, the Debtors will pay the
Firm a flat monthly rate of $100,000.  The current hourly rates of
professionals at the Firm:

          Designation        Billing Rate
          -----------        ------------
          Principal             $450
          Managing Director      375
          Director               325
          Senior Consultant      275
          Consultant             225
          Administrative         125

Keith A. Maib, a principal at XRoads, assures of his Firm's
"disinterestedness" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VIVENDI UNIVERSAL: Looking at Options Securing Elektrim Investment
------------------------------------------------------------------
During a conference call with investors, Mr. Jacques Espinasse,
Senior Executive Vice President and Chief Financial Officer of
Vivendi Universal (Paris Bourse:EX FP; NYSE:V), on being asked
about the structure of the group, reiterated that Elektrim
Telekomunikacja, in which Vivendi Universal is a 49% shareholder,
has taken every measure to legally protect its interest in PTC.
He also stated that Vivendi Universal is looking at every option
for securing its investment in Telco, and has not ruled out a
disposal or an increased stake, which would be accretive for
shareholders.

Vivendi Universal is a leader in media and telecommunications with
activities in television and film (Canal+ Group), music (Universal
Music Group), interactive games (VU Games) and fixed and mobile
telecommunications (SFR Cegetel Group and Maroc Telecom).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on U.S.-based media company Vivendi Universal
Entertainment LLLP and its 'BBB-' senior secured bank loan rating
following the repayment of the rated bank debt with unrated,
unsecured bank loans.  The ratings are removed from CreditWatch,
where they were placed September 3, 2003.


VOEGELE MECHANICAL: Confirmation Hearing Set for Jan. 27
--------------------------------------------------------
The Honorable Stephen Raslavich of the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania will convene a hearing at
11:00 a.m., on January 27, 2005, to consider the adequacy of the
Disclosure Statement explaining the Plan of Reorganization filed
by Voegele Mechanical, Inc.

Judge Raslavich will also consider approval of the Debtor's Form
of Notice and Solicitation Procedures with respect to the
confirmation of the Plan and the Form of the Ballot for voting on
the Plan.

The Debtor filed its Disclosure Statement and Plan on January 7,
2005.

The Plan provides for the reorganization of the Debtor and
distributions under the Plan will be funded by:

   a) all Cash on hand in the Debtor's Estate and General
      Contractors' Contribution in the aggregate amount of
      $388,000;

   b) a contribution from the Voegele Parties in the aggregate
      amount of $25,000;

   c) Project Accounts Receivables, Net Open Progress Billing,
      Labor Bonds and Voegele Notes; and

   d) cash proceeds generated from the Debtor's Assets, including
      the Causes of Action.

The Plan groups claims and interests into seven classes and
provides for these recoveries:

   a) Class 1 unimpaired claims consisting of Priority Non-Tax
      claims will be paid in full after the Effective Date;

   b) Class 2 impaired claims consisting of Participating Holders
      of Bond Claims will be paid 70% of their Allowed claims
      amount and the remaining 30% will come from their Pro Rata
      share of the Special Administrative Reserve;

   c) Class 3 impaired claims consisting of the Pearlman Claims
      will receive 40% of the Pro Rata share of the Project
      Allowance Receivable and the remaining 60% will come from
      their Pro Rata share of the Special Administrative Reserve;

   d) Class 4 impaired claims consisting of the Mercantile Secured
      Claim will retain its security interest in the Mercantile
      Collateral and is granted a security interest to secure its
      Allowed Claim in the net proceeds of the Project Account
      Receivable;

   e) Class 5 impaired claims consisting of the Labor Union
      Benefit Claims will be paid in full in relation to the wages
      and work performed from the Project Accounts Receivable;

   f) Class 6 unimpaired claims consisting of General Unsecured
      Claims will be paid in cash from their Pro Rata share of the
      proceeds from the Litigation Trust;

   g) Class 7 unimpaired claims consisting of Equity Interests
      will receive no distributions under the Plan and the
      existing Equity Interests will be cancelled.

Full-text copies of the Disclosure Statement and Plan are
available for a fee at:

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

Objections to the Disclosure Statement, if any, must be filed and
served on or before January 25, 2005, and those objections must be
delivered to the:

    Clerk of the Bankruptcy Court
    Eastern District of Pennsylvania
    Robert N.C. Nix, Sr. Federal Courthouse
    900 Market St., Suite 400
    Philadelphia, Pennsylvania 19107.

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical,
Inc. -- http://www.voegele.net/-- is a heating, air conditioning,
refrigeration, plumbing and electrical contractor.  The Company
filed for a chapter 11 protection on August 3, 2004 (Bankr. E.D.
Pa. Case No. 04-30628).  Rhonda Payne Thomas, Esq., at Klett
Rooney Lieber and Schorling, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection, it
listed estimated assets and debts of $10 million to $50 million.


WAVEFRONT ENERGY: Negotiates $540,000 Private Equity Placement
--------------------------------------------------------------
Wavefront Energy and Environmental Services, Inc., a provider of
innovative technologies for fluid flow optimization and monitoring
processes, announces that the Company has negotiated a
non-brokered private placement for gross proceeds of $540,000.

The Private Placement will consist of up to 2,160,000 units at a
price of $0.25 per unit.  Each Unit will consist of one Common
Share of the Company and one Share Purchase Warrant, each Share
Purchase Warrant exercisable at $0.40 for a period of one year
from the date of closing.  Insiders of the Company intend on
subscribing for up to 590,400 units of the Private Placement for
gross proceeds of up to $147,600. All shares and warrants will be
subject to resale restrictions imposed by the TSX Venture Exchange
and the applicable securities laws.  A finder's fee will not be
paid in connection with the Private Placement.

The gross proceeds of the Private Placement will be used to
complete the lease acquisition of the Milam County, Texas oil
property announced in December 2004, acquire production related
equipment, commence fabrication of PPT systems, and for
unallocated working capital.

Wavefront Energy and Environmental Services, Inc., develops,
markets, and licenses proprietary technologies in the energy and
environmental sectors.  The Company's Pressure Pulse Technology
for fluid flow optimization has been demonstrated to increase oil
recovery.  Within the environmental sector, PPT accelerates
contaminant recovery and improves in-ground treatment of
groundwater contaminants, thereby reducing liabilities and
restoring the site to its natural state more rapidly.

As of Aug. 31, 2004, the Company's stockholders' deficit narrowed
to $269,928 compared to a $549,066 deficit at Aug. 31, 2003.


WESTPOINT STEVENS: Files Plan of Reorganization in S.D. New York
----------------------------------------------------------------
WestPoint Stevens (OTC Bulletin Board: WSPTQ) filed its proposed
Plan of Reorganization and related Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.

Bloomberg News reports that WestPoint Stevens:

    -- expects to have an enterprise value between $615 million
       and $670 million;

    -- proposes to pay secured creditors, including its banks,
       between 90 cents and 100 cents on the dollar; and

    -- proposes to pay unsecured creditors 0.2 cent on the dollar.

Shareholders get nothing.

The Disclosure Statement and the Plan of Reorganization can be
accessed on the Company's website at
http://www.westpointstevens.com/

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)


WESTAR ENERGY: Moody's Reviewing Low-B Ratings & May Upgrade
------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Westar Energy
and its subsidiary Kansas Gas & Electric under review for possible
upgrade.  The ratings placed under review include Westar's Ba2
Issuer Rating, Ba1 senior secured bonds, Ba2 senior unsecured
debt, and B1 preferred stock.  The ratings placed under review for
Kansas Gas & Electric include its Ba1 senior secured first
mortgage bonds, and Ba2 senior secured lease obligation bonds.
Moody's also affirmed the SGL-2 Liquidity Rating for Westar.

The rating action recognizes these:

   (1) the company's successful divestiture of higher risk
       non-regulated businesses and its return to a pure-play
       regulated utility platform;

   (2) balance sheet improvement due to significant debt reduction
       that has been achieved with proceeds from asset sales and
       equity issuance;

   (3) the expectation that cash flow coverage metrics will
       continue to improve from historic levels due to the
       elimination of the cash flow drag associated with the
       unregulated subsidiaries; and

   (4) improvements in relations with the Kansas Corporation
       Commission -- KCC, buoyed by the company's successes in
       meeting the restructuring schedule that had been agreed
       upon with the KCC to be achieved by year end 2004.

Westar filed a Debt Reduction and Restructuring Plan with the
Kansas Corporation Commission in early 2003 that reflected a
strategy to divest its non-core businesses, reduce debt and
increase the equity portion of its capital structure.  Consistent
with this strategy, the company divested its investments in its
Protection One security monitoring business and sold ONEOK, a gas
distribution business.  The company has derived net proceeds from
these non-core asset sales of almost $950 million.  Over the past
two years, these asset sale proceeds, along with proceeds from the
issuance of approximately $241 million of equity, facilitated
approximately $1.9 billion of debt reduction including the
deconsolidation of debt from divested assets.  As a result,
Westar's adjusted debt to total capitalization ratio has improved
from 79.1% at year-end 2002 to 61.8% at September 30, 2004.

Moody's review will focus on the prospects for continued
improvement in Westar's cash flow and debt coverage ratios as the
company seeks to realign its business and growth around its core
regulated utility platform.  The review will also assess Westar's
potential exposure to on-going shareholder lawsuits and
arbitration proceedings with former top executives of the company.

Westar Energy is an integrated electric utility headquartered in
Topeka, Kansas.  The company, along with its principal subsidiary,
Kansas Gas & Electric, serves approximately 644,000 customers in
the state.


WILLIAMS COS: S&P Assigns B+ Rating on $100MM Floating-Rate Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WILLIAMS COS: S&P Places B+ Rating on $400 Mil. 6.750% Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos. Inc. Credit-Linked Certificate Trust III's
$400 million 6.750% certificates due April 15, 2009.

The rating reflects the credit quality of The Williams Cos. Inc.
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as swap counterparty, seller under the
subparticipation agreement, and account bank under the certificate
of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


W3 GROUP: Inks Letter of Intent to Buy Cristina Acquisition
-----------------------------------------------------------
W3 Group, Inc. (OTCBB: WWWG and WWWGP) has entered into a Letter
of Intent to acquire Cristina Acquisition Corp., a newly formed
and wholly owned subsidiary of Signal Companies, Inc.  SCI is a
privately held company located in Los Angeles, California.

The Letter of Intent is not binding upon the parties except as
specifically stated therein and is subject to due diligence review
and other matters and closing of a formal Acquisition Agreement.
Subject to such closing, of which there can be no assurance, the
transaction is expected to involve, on behalf of W3 Group, Inc., a
corporation name change, change of management and a 1 for 20
reverse split of W3's common stock.  It is intended that W3 will
acquire 100 percent of the issued and outstanding capital stock of
CAC in exchange for 83 percent of the total issued and outstanding
shares of W3's common stock.  An additional condition of the
transaction requires that CAC deposit $1,500,000 in an escrow
account before Jan. 31, 2005.  Any terms of the acquisition could
change at any time prior to the closing and discussion between
parties may terminate at any time.

Signal Companies, Inc., is involved in the oil and gas industry.
CAC also intends to engage in the oil and gas business and to be
located in Casper, Wyoming.  CAC has entered into a letter of
intent to acquire 100% of the membership interests of Gas Ventures
LLC for a total cash consideration of $1.2 million and shares of
common stock whose value is equal to $7.5 million payable at the
closing.  Gas Ventures currently owns and operates oil and gas
wells throughout the state of Wyoming.  CAC is also in the process
of identifying additional acquisition candidates and plans to grow
its operations through a series of additional acquisitions.

At Sept. 30, 2004, W3 Group's balance sheet showed an $87,696
stockholders' deficit, compared to a $430,337 deficit at Dec. 31,
2003.


* Anthony Alvizu Joins Alvarez & Marsal's Forensics Group
---------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Anthony L. Alvizu has joined the firm's Dispute Analysis and
Forensics group as a Senior Director in the Chicago office.

With over 15 years of investigation experience, Mr. Alvizu
specializes in conducting diverse corporate investigations ranging
from fraud and illegal acts to forensic financial investigations
involving complex financial crimes and financial statement
irregularities.  He has performed investigations across multiple
industries in the United States, Canada, Puerto Rico, Venezuela,
Chile, Brazil, Argentina, United Kingdom, Germany and Mexico.

Mr. Alvizu has assisted corporate officers, boards of directors
(including special and audit committees), and counsel to
investigate and resolve financial statement irregularities
involving SEC-registered companies, allegations of fraud, improper
business dealings and kickbacks and commercial bribery.  Mr.
Alvizu has also helped audit committees and senior management
assess fraud risks and opportunities for illegal acts, identify
weaknesses in fraud prevention, deterrence and detection
processes, and provide recommendations to effectively manage the
risk of fraud.

Prior to joining A&M, Mr. Alvizu was an Associate Managing
Director with Kroll Associates in Chicago.  Previously, he was a
Senior Manager at a Big Five accounting firm where he managed
engagements involving all aspects of fraud prevention, detection
and investigation.  Before that he was an investigator with the
Financial Crimes Investigation Unit of the Cook County State's
Attorney's Office where he served as the lead investigator on
financial fraud and public corruption cases.  He has testified
before grand juries, during trial and at sentencing hearings.  A
certified public accountant (CPA) and a certified fraud examiner
(CFE), Mr. Alvizu holds a Master of Science in Accounting from the
University of Illinois.

Alvarez & Marsal's Dispute Analysis and Forensics group provides a
range of analytical and investigative services to major law firms,
corporate counsel and management involved in complex legal and
financial disputes.  DA&F provides sophisticated financial and
economic analysis to assist clients in resolving high-stakes
issues ranging from internal matters to litigation - in the
boardroom to the courtroom. The group also conducts corporate,
technology and healthcare investigations to help companies
identify and mitigate risks and properly address internal or
external financial inquiries.  DA&F services include: expert
testimony, lost profits analysis, business valuation, business
interruption claims, accounting and financial analysis, claims
preparation and review, arbitration service, forensics
investigations, technology forensic investigations including
electronic evidence and computer forensic analysis and healthcare
investigations.

                      About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps organizations in the corporate and public
sectors navigate complex business and operational challenges.
With professionals based in locations across the US, Europe, Asia,
and Latin America, Alvarez & Marsal delivers a proven blend of
leadership, problem solving and value creation.  Drawing on its
strong operational heritage and hands-on approach, Alvarez &
Marsal works closely with organizations and their stakeholders to
implement change and favorably influence results.


* Fitch Outlook: U.S. Airports Face Growing Challenges in 2005
--------------------------------------------------------------
The U.S. airport industry faces growing challenges over the course
of 2005 as the difficult operating environment that continues to
plague the domestic aviation industry shows no signs of abating,
according to Fitch Ratings.  Several factors stemming from this
turmoil have emerged that may expose the nation's airports to a
greater degree of financial risk over the next 12-24 months than
at any point during this prolonged period of industry distress.

These factors include:

-- the heightened possibility for the liquidation of one or
   more major airlines;

-- growing infrastructure needs driven by rising passenger
   levels, a portion of which may prove to be transient;

-- constraints placed on capital generation due to the
   troubled financial condition of the nation's airlines and
   reduced federal resources; and

-- the potential for changes in use and lease agreements that
   may increase the financial risk assumed by airport
   operators.

As the financial and operational risks facing the nation's
airports rise, the potential for changes to individual airport
ratings also increases, with an airline liquidation most likely to
lead to rating revisions.  As always, any such rating actions will
be based on the circumstances surrounding the operations of a
particular airport.  Furthermore, in the event of a large carrier
liquidation that spurs a major reorganization of the aviation
network, the airports most affected may not be readily apparent
until the surviving carriers complete their system realignments.

Although passenger levels increased by approximately 5.7% in 2004,
the increase in three years, the nation's major airlines continued
to encounter significant financial losses due to a crippling
combination of depressed airfares, growing competition with low-
cost carriers, and a surge in fuel prices.  While management at
U.S. airports has faced considerable challenges to date, the
financial travails of the domestic passenger airlines so far have
not had a meaningful adverse affect on the financial operations of
the nation's major commercial airports.

This reflects the established credit fundamentals underlying
airport operations that Fitch consistently cites as supporting the
industry's high investment-grade ratings:

     -- the essential nature of commercial air service to the
        national economy;

     -- limited competition between commercial airports within
        metropolitan areas;

     -- the relatively small proportion of overall airline costs
        represented by airport fees and charges; and

     -- use and lease agreements that insulate airports from much
        of the volatility associated with the airline industry.

Furthermore, airports are usually protected in the early stages of
an airline bankruptcy as the carrier continues to operate its full
schedule and, to do so, must make payments due under their use and
lease agreements.

However, as 2005 begins, three of the nation's 10 largest
passenger airlines find themselves under Chapter 11 bankruptcy
protection, while several of their counterparts are desperately
seeking to avoid a similar fate.  Fitch believes that the major
domestic legacy airlines, as well as some of the rapidly growing
low cost carriers, currently face their most precarious financial
situation since the weeks following the events of Sept. 11.

Should fuel prices remain at their elevated state through 2005,
the potential for the liquidation of one or more of the nation's
major passenger air carriers increases, with US Airways and
Independence Air thought to be, currently, the most vulnerable
airlines.  Fitch's '2005 U.S. Airline Industry Outlook' is
available on the Fitch Ratings web site at
http://www.fitchratings.com/

In addition, United's successful emergence from its bankruptcy
proceedings is not yet assured.  United's court proceedings are at
a critical juncture as it seeks to gain further operating cost
reductions through negotiations with its labor unions, plans to
terminate its defined-benefit pension plans, and needs to identify
external sources of financing to enable the airline to
successfully complete the bankruptcy process.  United recently
violated financial covenants contained in its debtor-in-possession
(DIP) financing, which the sponsoring banks have forgiven to date.
United could face a liquidity crisis should its financial
performance deteriorate further and the banks either call the loan
or fail to provide additional financial support when the DIP
matures in June.

Airline Liquidation Scenarios

Fitch believes the greatest short-term risk to the nation's
airports is the possible liquidation of a major U.S. airline.  In
the current environment, such a failure may affect airports beyond
those served by the liquidating carrier, as surviving airlines may
move aircraft from other markets to gain share where more
desirable opportunities present themselves.  The reaction of
surviving airlines will likely be influenced by the timing and
circumstances of any liquidation, the market opportunities created
by such an event, and each airline's financial condition.  In past
industry reorganizations, service disruptions at airports were
minimized as financially stronger carriers acquired the assets of
their weaker counterparts and largely maintained service at
consistent levels.  As most of U.S. carriers currently remain
mired in extreme financial difficulties, their ability to assume
the assets of a weakened airline is constrained.  Thus, Fitch
believes that the response to the financial collapse of a major
airline may be considerably different than past experience, with
airlines realigning their existing resources to take advantage of
new opportunities rather than acquiring the assets of a failed
carrier to expand their system.

Of the carriers vulnerable to liquidation, the loss of
Independence Air would likely have the least affect on the
nation's airports.  Independence Air's status as a recently
converted independent airline minimizes its market share, and
airports have yet to make substantial investments to accommodate
its service.  Independence Air's largest hub is at Washington-
Dulles International Airport, which experienced a rapid increase
in passenger levels as the airline ramped up service.  While the
loss of Independence Air would diminish the benefits of larger
passenger volume at Dulles, Fitch believes the Metropolitan
Washington Airports Authority has taken a conservative approach to
its budgeting and capital planning in relation to the airline's
start up and thus would face minimal disruption should it cease
service.  Furthermore, United acted quickly to replace the
regional contract service formerly provided by Independence,
maintaining its passenger levels at Dulles.

The potential liquidation of US Airways presents a greater
challenge to the nation's airports given the airline's significant
presence at several important U.S. airports.  All three of US
Airways' connecting hubs, Philadelphia, Charlotte, and Pittsburgh,
would likely see diminished activity due to the loss of connecting
traffic in the event of a failure, which Fitch believes is
unlikely to be replaced in the short to intermediate term.
However, Fitch does expect that surviving carriers would act to
capture the origination and destination traffic generated in these
three markets.  For example, Southwest entered the Philadelphia
market in 2004 and recently announced plans to enter Pittsburgh in
May 2005.

In addition to its three hubs, US Airways maintains a significant
presence at New York's LaGuardia, Boston's Logan International,
and Ronald Reagan Washington National airports.  As these airports
serve major business destinations, Fitch believes other airlines
would seek to initiate or increase service in these markets to the
possible detriment of other, smaller markets in their respective
systems.

A restructuring of United is another significant concern for the
domestic airports.  United currently represents approximately 16%
of total revenue passenger miles flown by the domestic airlines
and operates its major hubs at Chicago O'Hare International, San
Francisco International, and Denver International airports, the
nation's third, 12th, and 22nd largest metropolitan areas,
respectively.  Based on the scope of United's network, the void
created by a potential failure may generate a widespread
restructuring of the domestic aviation network.  Smaller hub
airports of the remaining airlines, where connecting traffic
represents a preponderance of total volume, may be particularly
vulnerable to a market shift under these conditions.
Additional Challenges

The financial difficulty facing the domestic passenger carriers
presents challenges to the nation's airports in other ways, as
well.  Intense competition and overcapacity within the airline
industry have combined to drive airfares to historic lows,
stimulating demand for air travel.  Still, even with the 5.7%
increase in enplanements in 2004, passenger volume remains
approximately 10.3% below the 2000 peak.  With Delta Air Lines
recently implementing a sweeping change in its pricing structure
that competitors have followed to a degree, Fitch expects the
upturn in passenger levels to continue through 2005.  While a
significant portion of this heightened demand reflects the
strength of the national economy, a segment of this increase may
prove to be temporary should an industry reorganization occur,
capacity be withdrawn from the system, and air fares begin to
rise.

Airports should benefit from the heightened demand through gains
in parking, concession, passenger facility charge, and other
passenger-based revenue sources.  However, delays at the nation's
major airports began to resurface in 2004, reflecting both the
rise in demand and the increased use of regional jets by the
airlines in their efforts to reduce costs and capacity while
maintaining frequent service.  As the number of flight operations
grows, demand for infrastructure spending increases as well.
Airports, which traditionally take a long-term approach to capital
programs, will need to cautiously assess new projects to assure
they meet the natural demand generated from the underlying
marketplace and not an artificial surge created by the current
pricing environment.

Fitch expects a modest upturn in airport capital financing in
2005, following a significant decrease in 2004 as the postponement
of capital plans over the previous three years finally caught up
to the financing cycle.  However, borrowing activity will likely
remain restrained due to the airlines' continued reluctance to
assume additional financial obligations under the current industry
conditions.  Airport capital plans may also be constrained due to
declines in federal airport improvement program - AIP -- funding.
The AIP receives its resources from percentage-based taxes on air
travel, receipts of which are declining in line with air fares.

Airline parsimony may also become evident in the renegotiation of
use and lease agreements that expire over the next 24 months, as
the carriers begin to look beyond labor and fuel for cost
reductions.  Fitch believes that the current industry environment
may make the airlines more reluctant to remain a general financial
backstop for airport operations and seek to shift a greater level
of financial risk to airport operators.  Of the use and lease
agreements approaching expiration, Fitch believes that the process
at St. Louis Lambert International Airport bears close monitoring
as the level of American's activity remains somewhat in doubt in
the current industry environment.


* Fried Frank Expands Paris Office with New Attorneys
-----------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP welcomes Patrick Jais
and his team, including Barbara Levy and Francois Hellot as
European Counsel and five French associates.  They will be based
in the Firm's Paris office working in close cooperation with its
lawyers in New York, Washington, D.C., Los Angeles, London and
Frankfurt.

The addition of Mr. Jais and his team represents another
significant step in Fried Frank's continued growth in Europe.  The
new team will reinforce our firm's international M&A,
restructuring and capital markets practices and will complement
our current team in Paris led by corporate partner Eric Cafritz.
They have an extensive practice in the French public M&A and
private equity markets.

"We are delighted that Patrick and his very experienced team have
joined our firm," says Justin Spendlove, Fried Frank's managing
partner for Europe.  "The European markets continue to offer great
opportunities to our clients, and we continue to work with them to
realize those opportunities."

Valerie Ford Jacob, firm co-managing partner, added, "Fried Frank
is committed to serving its clients globally, and we are pleased
to add lawyers of Patrick's and his team's caliber to the firm."

Fried, Frank, Harris, Shriver & Jacobson LLP is a leading
international law firm with approximately 520 attorneys in offices
in New York, Washington, D.C., Los Angeles, London, Paris and
Frankfurt.  It handles major matters involving, among others,
corporate transactions, including mergers and acquisitions and
private equity, securities offerings and financings, international
transactions, asset management and corporate governance;
litigation, including general commercial litigation, securities
and shareholder litigation, white-collar criminal defense and
internal investigations, intellectual property litigation, qui tam
and RICO defense matters, takeover and proxy fight litigation,
environmental matters and domestic and international arbitration
and alternative dispute resolution; antitrust counseling and
litigation; bankruptcy and restructuring; real estate; securities
regulation, compliance and enforcement; government contracts
compliance and litigation; benefits and compensation; intellectual
property and technology; tax; financial institutions; and trusts
and estates.


* BOND PRICING: For the week of January 24 - January 28, 2005
-------------------------------------------------------------
Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    17
Adelphia Comm.                         6.000%  02/15/06    15
AMR Corp.                              4.500%  02/15/24    70
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    74
Applied Extrusion                     10.750%  07/01/11    56
Armstrong World                        6.350%  08/15/03    74
Bank New England                       8.750%  04/01/99    23
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          7.750%  04/15/09    70
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    69
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        7.900%  12/15/09    52
Delta Air Lines                        8.000%  06/03/23    54
Delta Air Lines                        8.300%  12/15/29    41
Delta Air Lines                        9.000%  05/15/16    45
Delta Air Lines                        9.250%  03/15/22    43
Delta Air Lines                        9.750%  05/15/21    44
Calpine Corp.                         10.000%  08/15/08    62
Delta Air Lines                       10.125%  05/15/10    51
Delta Air Lines                       10.375%  02/01/11    51
Dobson Comm. Corp.                     8.875%  10/01/13    73
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.500%  01/15/09    32
Finova Group                           7.500%  11/15/09    47
Iridium LLC/CAP                       14.000%  07/15/05    17
Inland Fiber                           9.625%  11/15/07    51
Kaiser Aluminum & Chem.               12.750%  02/01/03    22
Lehmann Bros. Hldg.                    6.000%  05/25/05    64
Lehmann Bros. Hldg.                   21.680%  02/07/05    66
Level 3 Comm. Inc.                     2.875%  07/15/10    62
Level 3 Comm. Inc.                     6.000%  03/15/10    58
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Liberty Media                          3.750%  02/15/30    66
Liberty Media                          4.000%  11/15/29    72
Mirant Corp.                           2.500%  06/15/21    75
Mississippi Chem.                      7.250%  11/15/17    73
Northern Pacific Railway               3.000%  01/01/47    59
Northwest Airlines                     7.875%  03/15/08    70
Northwest Airlines                    10.000%  02/01/09    72
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    73
Oglebay Norton                        10.000%  02/01/09    65
O'Sullivan Ind.                       13.375%  10/15/09    39
Pegasus Satellite                     12.375%  08/01/06    62
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    53
Primus Telecom                         3.750%  09/15/10    68
Reliance Group Holdings                9.000%  11/15/00    24
RJ Tower Corp.                        12.000%  06/01/13    69
Salton Inc.                           12.250%  04/15/08    72
Syratech Corp.                        11.000%  04/15/07    39
Trico Marine Service                   8.875%  05/15/12    67
United Air Lines                       9.125%  01/15/12    10
United Air Lines                      10.670%  05/01/04     7
Univ. Health Services                  0.426%  06/23/20    58
Westpoint Stevens                      7.875%  06/15/08     1

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 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.

                *** End of Transmission ***