TCR_Public/050126.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, January 26, 2005, Vol. 9, No. 21       

                          Headlines

ADELPHIA COMMS: Terayon Communications Says Lawsuit is Meritless
ALOHA AIRLINES: Inks New 28-Month Pact with ALPA Council
AMERICAN BUSINESS: Asks Court to Approve $500MM of DIP Financing
AMERICAN BUSINESS: Wants to Use $17MM of Lenders' Cash Collateral
AMERICAN BUSINESS: ABFS Consolidated Files Chapter 11 Petition

AMERICAN REAL: Acquisition Pacts Prompt Moody's to Affirm Ratings
AMMC CDO: Fitch Affirms BB- Rating on $10 Million Class D Notes
ANDROSCOGGIN ENERGY: Hires Mesirow as Financial Consultant
ANDROSCOGGIN ENERGY: Has Until April 29 to Make Lease Decisions
ARMSTRONG WORLD: Asks Court to Okay Dal-Tile Settlement Accord

ATA HOLDINGS: Appoints John Denison Co-Chief Restructuring Officer
ATX COMMS: Files First Amended Joint Plan of Reorganization
BEDFORD STUYVESANT NSA II: Voluntary Chapter 11 Case Summary
BRISTOL CDO: Fitch Junks $12.114 Million Class C Notes
CATHOLIC CHURCH: Creditors Can't Inventory Portland Warehouse

CATHOLIC CHURCH: Portland's Futures Rep. Taps Greene as Counsel
CB RICHARD ELLIS: M. Strong to Handle EMEA as A. Froggatt Resigns
CHARLODAN'S RESTAURANT: Case Summary & Largest Unsecured Creditors
CHEMED CORP: Moody's Puts Ba2 Ratings on Proposed Bank Facilities
CHEMED CORP: Strong Performance Cues S&P to Upgrade Ratings

CHOICE COMMUNITIES: Case Summary & 20 Largest Unsecured Creditors
COLONIAL PROPERTIES: Earns $18.7 Million Net Income in 4th Quarter
CONSOLIDATED COMMS: S&P Assigns BB- Corp. Credit Rating After IPO
CORNELL COS: Inks Pact to Buy Correctional Systems for $10 Million
COVANTA ENERGY: Settles Internal Revenue's Claim for $430,531

COVANTA ENERGY: Lake County Withdraws $80,000,000 Claim
DEL MONTE: Receives $297M 9-1/4% Sr. Sub. Notes in Tender Offer
DELTA AIR: Dec. 31 Balance Sheet Upside-Down by $5.8 Billion
DELTA AIR: Transformation Plan Yields $2.3 Billion Savings in 2004
DELTA FUNDING: S&P Junks Series 1999-2 & 1999-3 Class B Certs.

DENBURY RESOURCES: Randy Stein Joins Board of Directors
DIRECTV GROUP: PanAmSat Interest Sale Cues Moody's to Up Ratings
EYI INDUSTRIES: Will Not Proceed with Vespa Power Acquisition
FAB-KNIT LTD: Case Summary & 20 Largest Unsecured Creditors
FIBERMARK INC: Moving Forward with Plan Following Creditors' Pact

FIRST VIRTUAL: Section 341(a) Meeting Slated for Feb. 22
FLOW INT'L: Equity Deficit Narrows to $9,061,000 at October 31
FORT HILL: Judge Feeney Confirms Second Amended Joint Plan
GALESBURG COTTAGE: Moody's Withdraws Ba1 Ratings on $23M Debt
IESI CORP: Completes 10-1/4% Senior Debt Tender Offer

INFOWAVE SOFTWARE: Raises C$5.45M Through Corporate Reorganization
INNOVATIVE WATER: Inks Strategic Pact with SC Stormont
INNOVATIVE WATER: Names Bruce Linton President & CEO
INDEPENDENCE I: Moody's Junks $15 Million Class C Notes
INTERLIANT INC: Court Delays Closing of Chapter 11 Cases

JAG MEDIA: Annual Stockholders' Meeting Scheduled for Feb. 24
JOSEPH G. ROCHE: Case Summary & 20 Largest Unsecured Creditors
LONE STAR: Posts $34.0 Million Net Income for 2004 4th Quarter
MIRANT CORP: Plan's Classification of Claims & Equity Interests
MIRANT: Completes $62.5 Million Sale of Coyote Springs Power Plant

NATIONAL ENERGY: ET Debtors' Classification & Treatment of Claims
NORTH ATLANTIC: CFO Resignation Prompts Moody's to Pare Ratings
NORTHERN KENTUCKY: Judge Howard Confirms Chapter 11 Plan
NORTHWEST AIRLINES: Dec. 31 Balance Sheet Upside-Down by $3 Bil.
NORTHWESTERN CORP: Inks Pact to Buy Wind Energy from Invenergy

NORTHWESTERN CORP: Wants Elm Consulting To Do Environmental Tests
NQL DRILLING: Fidelity Management Sells 25,000 Shares
OMEGA HEALTHCARE: Hosting Fourth Quarter Conference Call Tomorrow
OWENS CORNING: Selling Hebron Property to River Valley for $825K
PARAGON INVESTMENT: Case Summary & Largest Unsecured Creditor

PARAMOUNT RESOURCES: Amending Exchange Offer for Senior Notes
PQ CORP: S&P Rates Proposed $300M Senior Subordinated Notes at B-
PROVIDIAN FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
QUANTEGY INC: Administrator Says There Will Be No Committee
RECYCLED PAPERBOARD: Committee Taps Lowenstein Sandler as Counsel

RELIANCE GROUP: Creditors Panel Releases RFSC Plan Voting Results
RITE AID: Offering 2.3 Mil. Mandatory Convertible Preferred Shares
SBA COMMS: Holding Fourth Quarter Conference Call on March 1
SEGA GAMEWORKS: Has Until Feb. 9 to Make Lease-Related Decisions
SEMINIS INC: S&P Places Low-B Ratings on CreditWatch Positive

SEQUOIA MORTGAGE: Fitch Rates $920,000 Class B-5 Certs. at B
SLATER STEEL: Judge Walrath Confirms Joint Plan of Liquidation
SOLUTIA INC: Wants Court to Approve Exit From Acrylic Fibers Biz
SOLUTIA INC: Has Until May 16 to Make Lease-Related Decisions
SPIEGEL INC: Reopens Talks for Sale of Eddie Bauer Chain

SYBRON DENTAL: Earns $15 Million Net Income in 2005 First Quarter
TALIDESIGNS GROUP: Case Summary & 8 Largest Unsecured Creditors
TATER TIME POTATO: Case Summary & 40 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Moody's Lowers Debt Ratings by Multiple Notches
TRANS ENERGY: Welcomes Clarence and Rebecca Smith to Board

TRUMP HOTELS: Deloitte & Touche's Liquidation Analysis Released
TRUMP HOTELS: Court Says Mr. Reynertson from UBS Can Testify
U.S. STEEL: Earns Record $462 Million Net Income in Fourth Quarter
UAL CORP: Wants Court to Okay Mechanics' Labor Pact Modifications
UAL CORP: To Release Fourth Quarter 2004 Results Tomorrow

UNIQUE BROADBAND: Incurs $1.2M Net Loss for FY 2005 First Quarter
VISTA GOLD: Grants Canyon Option to Buy Hycroft Mine for $10 Mil.
W.R. GRACE: Responds to Disclosure Statement Objections
W.R. GRACE: Seven Officers Adopt Written Trading Plans
WESTPOINT STEVENS: Classification of Claims and Interests

WESTPOINT STEVENS: Expands Ernst & Young's Employment

* Upcoming Meetings, Conferences and Seminars


                          *********

ADELPHIA COMMS: Terayon Communications Says Lawsuit is Meritless
----------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN) considers
allegations presented in a lawsuit filed against it by Adelphia
Communications Corporation to be without merit, and it will
vigorously defend itself against the unfounded claims.   
Allegations include breach of contract and misrepresentation in
connection with Terayon's October 28, 2004, announcement of its
intent to cease investment in future development of CMTS (Cable
Modem Termination System) products.

Despite the suit, Terayon's desire is to continue to work amicably
and privately with Adelphia as it believes its historically
strong, long-term relationship can lead to a mutually beneficial
resolution.

"Terayon's corporate philosophy puts customer care at the
cornerstone of our plans and actions, and until the filing of this
suit, our working relationship with Adelphia had been positive and
mutually beneficial," said Kanaiya Vasani, Terayon Vice President,
CMTS.  "While we are greatly disappointed that Adelphia has taken
this step, it is our sincere hope that through continued dialogue
we can work with them to create a resolution for their issues."

Terayon's decision to cease future CMTS product development did
not affect its commitment to product support.  In the October 28
announcement, Terayon restated its commitment to work with its
CMTS customers to ensure that customer support requirements are
understood and appropriate support resources are available going
forward.  Since that time, Terayon proactively has engaged in
discussions with Adelphia to address its concerns.

                         About Terayon

Terayon Communication Systems, Inc., provides digital video and
home access solutions for broadband providers, cable companies,
satellite operators and broadcasters for the delivery of advanced,
carrier-class voice, data and video services.   Terayon,
headquartered in Santa Clara, California, has sales and support
offices worldwide, and is traded on the Nasdaq under the symbol
TERN.  Terayon can be found on the Web at http://www.terayon.com/

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALOHA AIRLINES: Inks New 28-Month Pact with ALPA Council
--------------------------------------------------------
Aloha Airlines and the Air Line Pilots Association (ALPA) Council
80 have reached an agreement on a new 28-month contract that goes
into effect on Feb. 1, 2005, and runs through April 30, 2007.  
Council 80 represents 338 pilot members.

The two parties have agreed not to release details of the new
contract.

"I applaud our pilot workforce for their willingness to work with
the company to improve our competitive positioning during these
challenging times for our industry," said David A. Banmiller,
Aloha's president and chief executive officer.  "Their action
exemplifies the can-do spirit that continues to prevail throughout
this company's 58-year history."

"The Aloha pilots have the best interests of Aloha and the people
of Hawaii at heart," said Captain David Bird, ALPA Council 80
Master Executive Chair.

"We're motivated to do our part in helping promote growth and
profitability for our members and our Company," said Captain
Richard Bockhaus, lead negotiator for Council 80.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service  
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICAN BUSINESS: Asks Court to Approve $500MM of DIP Financing
----------------------------------------------------------------
American Business Financial Services, Inc., and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the District of Delaware to enter into a $500 million
debtor-in-possession financing arrangement with Greenwich  
Capital Financial Products, Inc., and other co-lenders.  As agreed  
between Greenwich and the Debtors, the DIP financing agreement
will consist of a working capital facility, subject to borrowing
availability against certain residual certificates, servicing
rights and other assets, of up to $65 million, with the balance
represented by a revolving credit facility for the funding of
Loans that are eligible for funding under the terms of the
Facility.  

According to American Business' Executive Vice President, Jeffrey
M. Ruben, the Facility will terminate 364 days following its
effective date, subject to earlier termination upon the occurrence
of an event of default or certain other material events.  The
interest rate, primary fees and collateral applicable to the
Facility will be set forth in the financing Motion.  Various
mandatory prepayments exist under the Facility, including certain
required repayments:

   (a) from cash flow on certain of the collateral,  

   (b) representing proceeds resulting from the disposition of  
       certain of the Debtors' assets, or  

   (c) resulting from shortfalls in respect of the borrowing base  
       formula applicable to each tranche of the Facility.  

The outstanding advances under the Chrysalis Facility -- as to  
which no future advances will be made but which will be reduced  
by collections and proceeds of sales of Loans -- will reduce  
borrowing availability under the Facility.  Various  
representations and covenants that are customary for transactions  
of a similar nature are applicable to the Facility, including  
reporting requirements, maintenance of liquidity levels,  
servicing undertakings, retention of third party management  
professionals and financial covenants.  The Debtors will be  
required to reimburse the Lenders for their reasonable out-of-
pocket costs and expenses related to the Facility, including the  
cost of a finance consulting firm being engaged by Greenwich.

"The proceeds of the Facility are being used for working capital,  
to originate Loans, and to pay off obligations to Clearwing and  
Patriot for the release of their interest in their collateral  
that is being pledged to Greenwich," Mr. Ruben says.

                         *     *     *

Judge Walrath agreed to let the Debtors borrow $6.83 million on an
emergency basis for payroll expenses, Bloomberg reports.

The Court scheduled a Feb. 3 hearing on the use of another
$250 million of a total $500 million commitment from lender
Greenwich Capital Financial Products Inc.

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
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Wants to Use $17MM of Lenders' Cash Collateral
-----------------------------------------------------------------
American Business Financial Services, Inc., and its debtor-
affiliates tell the U.S. Bankruptcy Court for the District of
Delaware that they need access to cash collateral securing
repayment of prepetition obligations to its secured creditors.  
The Debtors need access to the encumbered funds to pay their
day-to-day operating expenses.

The Debtors tell Judge Walrath that the secured creditors are  
adequately protected by a more-than-adequate equity cushion --  
meaning the value of the collateral securing repayment of the  
Debtors' obligations far exceeds what the secured creditors are  
owed.   

The Debtors tell the Court that they want permission to dip into  
three distinct buckets of cash collateral:

     (a) $7,000,000 of net equity in a securitization facility.   
                    The Debtors relate that in October 2003, the  
                    Company sold all of the IO Strips from  
                    previous securitization transactions to ABFS  
                    Warehouse Trust 2003-1 to facilitate a  
                    $250,000,000 Warehouse Facility, dated Oct.  
                    14, 2003, with Chrysalis Warehouse Funding,  
                    LLC.  The Trust, in turn, pledged the IO  
                    Strips to Clearwing Capital, LLC (a Chrysalis  
                    affiliate) to secure repayment of financing  
                    fees, a $25 million capital contribution and  
                    any indemnity obligations.  The Debtors owe  
                    Chrysalis $207,000,000 and good loans for  
                    $214,000,000 secure repayment.   

     (b) $8,000,000 or more which the Debtors receive in  
                    servicing fees from 22,000 loans totaling  
                    $1.6 billion as of Sept. 30, 2004.  The  
                    Debtors collect servicing fees ranging from  
                    50 to 70 basis points on the outstanding  
                    balance of the loans they service.   

     (c) $2,300,000 under a November 2004 Master Repurchase  
                    Agreement with The Patriot Group, LLC, under  
                    which a $87,600,000 collection of IO Strips  
                    (face amount as of Sept. 30, 2004), was  
                    transferred to Patriot for $23,000,000.  ABFS  
                    Warehouse Trust 2004-2 agrees to repurchase  
                    the IO Strips for $20,700,000.   

The Debtors advise Judge Walrath that the holders of $99,200,000  
of Senior Subordinated Collateralized Notes, for which U.S. Bank,  
N.A., serves as the Indenture Trustee, serves  may also have an  
interest in the IO Strips.   

On an interim basis, for the next 15 to 30 days, the Debtors ask  
Judge Walrath for permission to use this cash collateral in the  
amounts necessary to fund ordinary and necessary operating  
expenses.  Bonnie Glantz Fatell, Esq., at Blank Rome LLP,  
indicates that the Debtors will deliver a Cash Budget to the  
Court as soon as one is available.  The bankruptcy petitions  
needed to be filed before the ink could dry.    

The Debtors intend to return to Court next month with a request  
for final approval of a cash collateral deal with their secured  
lenders.  The Debtors expect cash collateral usage to be a short-
term arrangement and replaced by a DIP Financing facility  
providing access to up to $65 million of fresh working capital to  
the company for the next year.   

Chrysalis has told the Debtors it consents to this arrangement.

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
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: ABFS Consolidated Files Chapter 11 Petition
--------------------------------------------------------------
Debtor: ABFS Consolidated Holdings, Inc.
        The Wanamaker Building
        100 Penn Square East
        Philadelphia, Pennsylvania 19107

Bankruptcy Case No.: 05-10217

Type of Business: The Debtor is an affiliate of American Business
                  Financial Services, Inc.

Chapter 11 Petition Date: January 24, 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

Estimated Assets: More than $100 Million

Estimated Debts:  $10 Million to $100 Million

Debtor's Largest Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
U.S. Bank, N.A                Fees as Indenture          Unknown
1 Federal Street, 3rd Floor   Trustee of Senior
Boston, MA 02110              Subordinated
Attn: Laura Moran             Collateralized
Vice President                Notes


AMERICAN REAL: Acquisition Pacts Prompt Moody's to Affirm Ratings
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings (Ba2 senior
unsecured) of American Real Estate Partners, L.P. -- AREP -- with
a stable outlook.  

AREP is a master limited partnership that has publicly traded
depositary units (NYSE: ACP).  AREP's general partner is American
Property Investors, Inc., which is a wholly owned subsidiary of
Becton Corp., which is owned by Carl Icahn.  Affiliates of Carl
Icahn own approximately 86.5% of the outstanding depositary units
of AREP, and 86.5% of the firm's cumulative pay-in-kind preferred
units.

Moody's rating affirmation with a stable outlook is prompted by
the announcement that AREP has entered into agreements to acquire
additional oil and gas, and gaming and entertainment, assets in
transactions with affiliates of Mr. Icahn.  The proposed
transactions include the acquisition of the interest in NEG
Holding LLC other than that already owned by National Energy
Group, Inc. (which is itself 50.01% owned by AREP), 100% of the
equity of each of TransTexas Gas Corporation and Panaco, Inc., as
well as an increased stake in GB Holdings (indirect owner of The
Sands Hotel and Casino in Atlantic City, New Jersey).  The
aggregate consideration for these transactions is $652 million,
subject to final purchase price, of which $180 million is payable
in cash, with the balance payable by the issuance of AREP's
limited partnership depositary units.  Upon closing of these
transactions, Mr. Icahn will own about 90% of AREP's outstanding
depositary units and 86.5% of its preferred units, assuming no
purchase price reductions.  The cash to be paid will be financed
through AREP's issuance of $300 million of new senior unsecured
notes, also rated Ba2.  AREP's rated senior bonds are guaranteed
by American Real Estate Holdings Limited Partnership, AREP's
intermediate holding company, but are structurally subordinate to
indebtedness at its operating companies, particularly at American
Casino Entertainment Partners, which has $215 million of senior
secured notes.

According to Moody's, the proposed acquisitions are consistent
with AREP's business strategy, which uses a contrarian investment
approach of acquiring distressed, or undervalued, "turnaround"
assets.  These transactions should facilitate AREP's further
investment in two of its three core businesses -- oil and gas,
casinos and real estate -- likely enhancing operating efficiencies
and building a platform for further growth.  In addition, as AREP
already manages all of the acquired businesses, Moody's views
positively the firm's efforts to consolidate the financial results
and strengthen alignment of interests.  These positive factors are
mitigated by the fact that these are low-quality, capital-
intensive assets with highly volatile cash flows.  In particular,
the oil and gas purchases (which constitute the largest purchases)
involve substantial risk.  Though the operating environment for
oil and gas has been favorable recently, future profitability is
highly uncertain, and is dependent on uncertain reserve volumes,
which will nonetheless require substantial capital expenditures to
exploit.

Moody's affirmation of AREP's Ba2 senior unsecured rating with a
stable outlook reflects the rating agency's expectation that the
company will continue to execute on its contrarian, opportunistic
business strategy, while maintaining a reasonably sound balance
sheet.  AREP remains a well-capitalized company for its rating,
with approximately $1.0 billion of cash and cash equivalents on
its balance sheet at the end of the third quarter 2004.  
Post-transaction, leverage is expected to increase moderately.   
However, including cash balances, net debt levels will be
negligible.  Additional opportunistic investment opportunities
could come at any time.  However, AREP has substantial room in its
balance sheet to absorb such opportunities, and Moody's believes
future transactions will be done without substantial increases in
effective leverage or depletion of historically high cash
balances.  Further credit strengths supporting the rating include
AREP's strong investment track record, diversification of
subsidiary operations, and Carl Icahn's leadership and investment
expertise.  These credit positives are offset by the company's
opportunistic business strategy and the high-risk characteristics
of its operating subsidiaries, as well as key-man risk associated
with Carl Icahn.

Given AREP's business strategy, Moody's believes that the rating
is constrained at the Ba2 level.  However, greater clarity of
AREP's evolving business plans, stabilization of its operating
subsidiaries with reduced volatility in cash flows, greater
diversity of business investments and a lower investment risk
appetite are factors that could move the rating up.  Cash and cash
equivalents falling below $350 million, any large investments
leading to significant concentration in new businesses, material
deterioration in current businesses, or an increase in leverage
near 50% will likely result in a downgrade.  Furthermore, net debt
approaching $400 million would create negative rating pressure.

These ratings were affirmed with a stable outlook:

   * senior unsecured debt at Ba2.

American Real Estate Partners, L.P. [NYSE: ACP], based in Mount
Kisco, New York, USA, is the holding company of American Real
Estate Holdings Limited Partnership, a diversified operating
company that directly or through its subsidiaries engages in
rental real estate, real estate development, resort, hotel and
casino operations, investments in equity and debt securities, and
oil and gas exploration and production.  American Real Estate
Partners had approximately $2.3 billion of assets as of
September 30, 2004.


AMMC CDO: Fitch Affirms BB- Rating on $10 Million Class D Notes
---------------------------------------------------------------
Fitch Ratings affirms five and upgrades one class of AMMC CDO II,
Ltd.  These rating actions are effective immediately:

     -- $367,500,000 class A notes affirmed at 'AAA';
     -- $34,000,000 class B-1 notes affirmed at 'AA-';
     -- $1,000,000 class B-2 notes affirmed at 'AA-';
     -- $52,500,000 class C notes affirmed at 'BBB-';
     -- $10,000,000 class D notes affirmed at 'BB-';
     -- $1,000,000 combination notes upgraded to 'AA' from 'AA-'.

AMMC II is a cash flow collateralized loan obligation -- CLO --
managed by American Money Management Corporation, which closed
Dec. 13, 2000.  The portfolio is primarily composed of term loans
and delayed draw loans.

As stated in the Dec. 15, 2004, transaction report, AMMC II has
$430.3 million in collateral debt securities.  In addition, the
transaction holds $45.6 million in principal proceeds that will be
reinvested in additional collateral debt securities by the
portfolio manager.  Since the last rating action, the class A/B,
C, and D overcollateralization - OC -- tests have increased to
118%, 104.4%, and 102.1% as of the Dec. 15, 2004, valuation report
from 117.1%, 103.6%, and 101.4% as of the Oct. 15, 2003, valuation
report.  The weighted average rating is between approximately
'BB-' and 'B+'.  Assets rated 'CCC' or lower represented
approximately 3.7% of the portfolio, excluding defaults.

The ratings on the class A and B-1 notes address the timely
payment of interest and principal.  The ratings on the class B-2
notes address the return of principal only.  The ratings on the
class C and D notes address the ultimate payment of interest and
principal, and the ratings on the combination notes represent the
return of principal only.

The combination notes are made up of a $1 million B-2 component as
well as 508.253 of preference shares.  As of the Nov. 26, 2004,
note valuation report, there have been preference share
distributions of $33.1 million, of which $480,821 has been
distributed to the combination notes.  To date, distributions to
the combination notes represented 48.1% of the rated balance.  The
current rated balance is $519,179.

As a result of this analysis, Fitch has determined that the
ratings assigned to the class A, B-1, B-2, C, and D notes still
reflect the current risk to noteholders, while the combination
notes no longer reflect the current risk to noteholders, and
subsequently improved.  Fitch takes these actions as a result of
the sufficient OC, the credit quality of the portfolio, the
distributions to preference shares, and the experience and
capabilities of American Money Management Corporation.

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/


ANDROSCOGGIN ENERGY: Hires Mesirow as Financial Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave   
Androscoggin Energy LLC permission to employ Mesirow Financial
Consulting, LLC, as its financial consultant.

Mesirow Financial will:

   a. assist in preparing the Debtor's schedules and
      statement of financial affairs and in preparing reports,
      including the monthly operating reports to be submitted to
      the U.S. Trustee and the reports required by the
      Debtor's senior secured lenders;

   b. assist in preparing the Debtor's financial information,
      including its cash flow projections and budgetary analysis;

   c. prepare asset valuations and assist with the claims
      resolution procedures, including analysis of rejection
      damage claims;

   d. analyze assumption and rejection issues regarding executory
      contracts and leases;

   e. analyze any offers to purchase assets of the Debtor and
      assist in the structuring of any proposed sale of part, or
      substantially all of the Debtor's assets, whether in the
      context of a plan of reorganization or a sale under Section
      363 of the Bankruptcy Code;

   f. assist the Debtor in negotiations with the creditor's
      committee, its lenders, and other parties in interest
      regarding any plan of reorganization and sale of assets; and

   g. provide the Debtor with all other advice in relation to all
      financial matters in its chapter 11 case.

Stephen B. Darr, a Senior Managing Director at Mesirow Financial,
discloses that the Firm did not receive a retainer for its
services to the Debtor.

Mr. Darr reports Mesirow Financial's professionals bill:

    Designation                                    Hourly Rate
    -----------                                    -----------
    Senior Managing Director/Managing Director     $590 - $650
    Senior Vice-President                           480 - $570
    Vice President                                  390 - $450
    Senior Associate                                300 - $360
    Associate                                       190 - $270
    Paraprofessional                                140

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

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ANDROSCOGGIN ENERGY: Has Until April 29 to Make Lease Decisions
---------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine extended, until April 29, 2005, the period
within which Androscoggin Energy LLC can elect to assume, assume
and assign, or reject its unexpired nonresidential real property
leases.

The Debtor tells the Court that it is a party to an unexpired
nonresidential lease property located in Riley Road, Jay, Maine
where International Paper Company is the lessor.  

The Debtor explains that it is still actively exploring the
process of monetizing certain of its assets, including its
fixed-price gas contracts as part of its reorganization process.  
The Debtor had to focus first on maximizing the value of those
contracts and did not have enough time in determining whether to
assume or reject its unexpired lease.

The Debtor relates that the extension will give it more time to
resolve its disputes with International Paper about the Debtor's
obligations under an Energy Services Agreement that was executed
in connection with the unexpired lease.

The Debtor assures Judge Kornreich that the extension will not
prejudice International Paper and it is current on all
postpetition rent obligations to International Paper.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ARMSTRONG WORLD: Asks Court to Okay Dal-Tile Settlement Accord
--------------------------------------------------------------
Prior to December 21, 1995, Armstrong World Industries, Inc.,
through a wholly owned subsidiary, owned 100% of the common stock
of American Olean Tile Company, Inc.  Pursuant to a Stock Purchase
Agreement dated December 21, 1995, AWI sold 100% of American
Olean's common stock to Dal-Tile International, Inc.  The
transaction closed on December 29, 1995.  Subsequently, American
Olean merged with Dal-Tile and the surviving company operates
under the name "Dal-Tile."  Under the Stock Purchase Agreement,
AWI agreed to indemnify Dal-Tile for certain specified
environmental losses, subject to certain specified limitations and
procedures.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that before December 29, 1995, the
American Olean employees filed workers' compensation claims under
the laws of the various states in which they were employed.  
Depending on the date of filing and the state in which a workers'
compensation claim was filed, those compensation claims were to be
handled in one of two ways:

   (i) In certain states and at certain times, American Olean
       workers' compensation claims were to be paid under
       insurance policies that were issued to AWI, but most of
       which identified American Olean as an additional named
       insured; or

  (ii) At certain times in the states of Alabama, New York,
       Pennsylvania, and Tennessee, American Olean workers'
       compensation claims were to be paid by American Olean as
       a qualified self-insured employer.

Following the December 29, 1995 closure, a dispute arose between
AWI and Dal-Tile as to who is responsible for paying the
retrospective premiums and deductibles owed to the insurer with
respect to the Insured American Olean Workers' Compensation
Claims, as well as the Self-Insured American Olean Workers'
Compensation Claims.

On December 28, 2000, Dal-Tile filed Claim No. 3482, asserting
indemnification for environmental losses under the Stock Purchase
Agreement for $1,132,065 and reimbursement of $2,166,282 paid by
Dal-Tile for retrospective premiums with respect to Insured
American Olean Workers' Compensation Claims.  The Dal-Tile Claim
totals $3,298,347.

On January 25, 2001, the Commonwealth of Pennsylvania Bureau of
Workers' Compensation presented a request to Wachovia Bank, N.A.,
to draw down $1,000,000 on Wachovia's Letter of Credit securing
American Olean's obligation as a self-insured employer to pay for
Self-Insured American Olean Workers' Compensation Claims within
the Commonwealth of Pennsylvania.  Wachovia paid the $1,000,000
and filed Claim No. 3513 in AWI's Chapter 11 case asserting, inter
alia, a claim with respect to that amount.  That portion of the
Wachovia Claim has been allowed as a general unsecured claim.

On August 1, 2003, AWI filed an objection to Dal-Tile's Claim and
a counterclaim asserting that AWI did not owe any money to Dal-
Tile and that Dal-Tile owed AWI money with respect to both Insured
American Olean Workers' Compensation Claims and Self-Insured
American Olean Workers' Compensation Claims.

Accordingly, AWI and Dal-Tile have engaged in extensive,
arm's-length negotiations to resolve the disputes among them on a
consensual basis.  As a result of these efforts, the parties
agreed to enter into a settlement agreement.

The salient terms of the Settlement Agreement are:

   (1) The Dal-Tile Claim will be disallowed in its entirety.

   (2) Dal-Tile will pay $1,325,000 in full satisfaction of
       AWI's Counterclaim.  AWI agrees to submit an executed
       stipulation of dismissal of the Counterclaim within 15
       days after receipt of the Settlement Amount.

   (3) The parties will exchange mutual releases with respect to
       all claims arising out of:

       -- the Stock Purchase Agreement;

       -- environmental conditions at any site owned or operated
          by American Olean used for the treatment, storage or
          disposal of American Olean wastes; or

       -- the employment of workers by American Olean, except as
          otherwise specified.

   (4) AWI will indemnify Dal-Tile and will be solely responsible
       for the payment of all retrospective premiums, deductibles
       and other costs related to the insurance policies that
       cover the Insured American Olean Workers' Compensation
       Claims.  Dal-Tile will have no obligation to make those
       payments.

   (5) Dal-Tile will indemnify AWI and will be solely responsible
       for the payment of all Self-Insured American Olean
       Workers' Compensation Claims, including, but not limited
       to, any payments to American Olean workers or to any
       state, whether or not those payment obligations are
       secured by a letter of credit or other security device.
       AWI agrees to assign to Dal-Tile any right and interest
       that it may have in the repayment of any unused funds that
       the Commonwealth of Pennsylvania collected from the
       Wachovia Letter of Credit but which are not spent to
       satisfy Self-Insured American Olean Workers' Compensation
       Claims.  AWI makes no representations or warranties to
       Dal-Tile with respect to whether it has any right or
       interest or whether its rights or interests are superior
       to those of the Commonwealth of Pennsylvania, Wachovia or
       the American Olean Workers themselves.

   (6) The parties will cooperate with each other in handling
       their workers' compensation claims and to promptly provide
       to each other any information they become aware of, or
       that is requested of them, with respect to the other
       party's claims.

AWI recognizes that litigating the merits of its Objection and
Counterclaim may take a substantial amount of time and may subject
its estate to additional costs.  Moreover, AWI believes that the
costs associated with litigating the issues are not justified when
balanced against the obligations it is retaining under the
Dal-Tile Settlement Agreement, especially when there is no
certainty or guaranty that the outcome will be in AWI's favor.

Thus, AWI asks the U.S. Bankruptcy Court for the District of
Delaware to:

   (a) approve the Dal-Tile Settlement Agreement in all respects;

   (b) authorize it to take any and all actions necessary to
       effectuate the Dal-Tile Settlement Agreement;

   (c) authorize it to execute a stipulation dismissing with
       prejudice the Counterclaim; and

   (d) disallow the Dal-Tile Claim with prejudice.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA HOLDINGS: Appoints John Denison Co-Chief Restructuring Officer
------------------------------------------------------------------
ATA Holdings Corp. (ATAHQ) has named John G. Denison to the
position of Co-Chief Restructuring Officer.  Mr. Denison will work
with ATA management to restructure the Company's operations, and
help prepare the Company's plan of reorganization, a requirement
for emergence from bankruptcy.

Mr. Denison retired from Southwest Airlines as Executive Vice
President of Corporate Services in 2001, after 15 years with the
low-cost carrier.  Mr. Denison also held the position of Chief
Financial Officer.  Prior to joining Southwest Airlines, Mr.
Denison held various finance positions with The LTV Corporation
and Chrysler Corporation.

Also, Douglas F. Yakola has been named Senior Vice President of
Customers and Ground Operations.  Mr. Yakola will be responsible
for most of the Company's front-line employees who deal with
customers, including flight attendants, reservations, customer
service, ramp and cargo employees.  Mr. Yakola will be responsible
for real estate and airport affairs functions.  Mr. Yakola, who
joined ATA in 2003, has served as Vice President of Station
Operations.  Prior to joining ATA, Mr. Yakola worked for nearly
two decades at Northwest Airlines in finance and operations
positions.

Captain John W. Graber has been named Senior Vice President of
Flight Operations and Maintenance.  Mr. Graber will be responsible
for the Company's flight operations, maintenance, security and
safety employees.  Mr. Graber joined ATA in 1993, and is a Boeing
737 instructor pilot.  Mr. Graber has held the position of
Director of Flight Standards and Training, and most recently
served as System Chief Pilot.

Glen A. Baker has been named Vice President and Chief Information
Officer.  Mr. Baker will be responsible for all corporate
information systems and strategies.  Mr. Baker, who joined ATA in
1982, has held numerous technology management positions including
his most recent role as Vice President of Information Services.

Rick A. Barnett has been named Vice President of Strategic
Sourcing.  Mr. Barnett will manage most of the Company's
purchasing activities. As a part of this role, Mr. Barnett will be
responsible for refleeting the airline as it restructures its
routes.  Mr. Barnett, who joined ATA in 1996 as Director of
Aviation Materials, most recently served as Director of Supply
Chain Management where he led all corporate and technical
procurement activities.  Prior to joining ATA eight years ago, Mr.
Barnett held various technical material management positions at
FedEx over two decades.

Since filing for Chapter 11 reorganization on Oct. 26, 2004, ATA
has reduced its officer ranks from 21 to 16 as a part of its
overall restructuring effort.

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.


ATX COMMS: Files First Amended Joint Plan of Reorganization
-----------------------------------------------------------
ATX Communications, Inc., filed its First Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code and related
disclosure statement with the U.S. Bankruptcy Court for the
Southern District of New York.  The filing was made after
agreements were achieved with major stakeholders and their
representatives in the cases, enabling the Company to file a
substantially consensual Plan and to commence the final phase of
its voluntary chapter 11 reorganization.  The filing applies to
all of the Company's subsidiaries, which have continued to operate
their businesses in the ordinary course while in chapter 11.

Thomas Gravina, ATX's President and Chief Executive Officer,
commented: "2005 marks ATX's 20th Anniversary and we are pleased
that the start of this watershed year has already brought this
significant development.  The Company's Plan for emergence from
chapter 11 represents a consensus among key stakeholders in the
cases, including the achievement of comprehensive settlement
agreements that, upon approval of the Bankruptcy Court, will fully
resolve all aspects of our outstanding litigation with the
incumbent local phone companies operated by SBC and Verizon.  The
proposed resolution of this litigation and the filing of the Plan
constitute major milestones in the process, commencing the final
phase of the proceedings and putting us on a path towards
emergence, which we anticipate will occur in approximately 90 to
120 days."  

As described in the Plan, upon completion of the reorganization
following approval of the Bankruptcy Court and other approvals,
ATX will become a wholly owned subsidiary of Leucadia National
Corporation (NYSE & PCX:LUK).

"Throughout its 20 years, ATX has worked hard to earn its
reputation as a company that is passionate about delivering smart,
efficient communications solutions to businesses and consumers,"
said Mr. Gravina.  "We look forward to building on our rich
history and this filing signifies an important step toward
realizing this goal."

The proposed disclosure statement will require the approval of the
Bankruptcy Court before the final version can be disseminated to
creditors, and the Plan will need to be approved by the Bankruptcy
Court after it has been voted on by creditors and other interested
parties.  Additionally, the settlement agreements with Verizon and
SBC, respectively, are subject to the satisfaction of certain
conditions, including approval of the Bankruptcy Court.

                         About Leucadia

Leucadia National Corporation is a holding company engaged in a
variety of businesses, including telecommunications (principally
through WilTel Communications Group, Inc.), healthcare services
(through Symphony Health Services, LLC), manufacturing (through
its Plastics Division), real estate activities, winery operations,
development of a copper mine (through its 72.5% interest in MK
Resources Company) and property and casualty reinsurance.

Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,
Inc. -- http://www.atx.com/-- is a local exchange and  
interexchange carrier providing integrated voice and date
services, and operates a nationwide asynchronous transfer mode
network.  ATX, CoreComm New York, Inc., and their affiliates filed
for chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.
Case Nos. 04-10214 through 04-10245).  Paul V. Shalhoub, Esq., and
Marc Abrams, Esq., at Willkie, Farr, & Gallagher LLP represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from their creditors, it listed $664 million in total
assets and $596,700,000 in total debts.


BEDFORD STUYVESANT NSA II: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Bedford Stuyvesant NSA II Redevelopment Company
        450 7th Avenue
        New York, New York 10123

Bankruptcy Case No.: 05-10401

Type of Business: The Debtor is a restoration company.

Chapter 11 Petition Date: January 24, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, New York 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164

Total Assets: $7,203,727

Total Debts:  $3,326,031

The Debtor did not file its 20 Largest Unsecured Creditors.


BRISTOL CDO: Fitch Junks $12.114 Million Class C Notes
------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by Bristol
CDO I, Ltd.  These rating actions are effective immediately:

     -- $167,533,401 class A-1 notes downgraded to 'AA+' from
        'AAA';

     -- $15,366,598 class A-2 notes downgraded to 'AA+' from
        'AAA';

     -- $30,000,000 class B notes downgraded to 'BB' from 'A+';

     -- $12,114,308 class C notes downgraded to 'C' from 'B'.

Bristol CDO I, Ltd. is a collateralized debt obligation that
closed Oct. 11, 2002, and is secured by a static pool of asset-
backed securities.  Vanderbilt Capital Advisors, LLC selected the
initial collateral and serves as the administrative adviser for
the transaction.  The collateral is primarily composed of:

     * RMBS (44.6%),
     * commercial ABS (25.9%), and
     * to a smaller degree, CMBS, CDO, and other ABS assets.

Without the consent of all the noteholders, trading of the
collateral pool is prohibited.  The current CDO senior management
at Vanderbilt was not the same team that performed the initial
collateral acquisitions.  The transaction does not allow the
current Vanderbilt management team to make adjustments to the
collateral pool.

From the previous rating action conducted in June of 2004, Bristol
has suffered further collateral deterioration primarily related to
the troubled airline and manufactured housing sectors.  Since
Fitch's last rating action, Bristol's collateral, rated 'B' and
below, has approximately doubled to 15.6%, as of most recent
trustee report dated Jan. 3, 2005 from 7.8% as of May 31, 2004.
Approximately 17% of the collateral has been downgraded since the
previous review, including two manufactured housing bonds,
representing approximately 4.5% of the collateral, which were
downgraded from investment grade to 'CCC' levels.  Since the close
of the deal, the class A notes have delevered by approximately
25%.  However, the declining collateral performance more than
offsets the benefits of delevering.  The class A/B
overcollateralization - OC -- ratio deteriorated to 102.1% from
106.7% as of May 31, 2004, and is failing the minimum threshold of
104.5%.  The class C OC ratio has been failing its minimum
threshold of 102.0% since November 2003.  Since the most recent
review, the class C OC ratio has declined to 96.9% from 101.57%.

On the last payment date, Jan. 11, 2005, $223,328 of interest
proceeds were applied towards the redemption of the class A notes
as a result of coverage test failure.  In addition, the class C
notes have been deferring interest for the past two payment dates.
The current deferred interest balance is $321,301.  In addition,
the transaction is overhedged due to faster-than-expected
amortization of fixed-rate collateral.  The resulting hedge
payments reduce excess spread, which provides credit enhancement
to the rated liabilities.  The overall reduction in available
interest proceeds is depicted by the reduction of the A/B interest
coverage - IC -- levels to 109.15% as of the January trustee
report from 117.2% at the time of the last review.  The highest
trustee reported class A/B IC level was 162.7% as of the February
2003 report.  As of January, the class A/B IC ratio is at the
lowest trustee reported level to date, but it is still above the
minimum threshold of 107.5%.  The class C IC ratio is at 102.1%,
failing the minimum threshold of 102.5% as of the Jan. 3, 2005
trustee report.

Included in this review, Fitch discussed the current state of the
portfolio with Vanderbilt.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest-rate
scenarios to measure the breakeven default rates relative to the
minimum cumulative default rates required for the rated
liabilities.

As a result of this analysis, Fitch has determined that the
ratings assigned Bristol no longer reflect the current risk to
noteholders.  Fitch will continue to monitor and review this
transaction for future rating adjustments.  Additional deal
information and historical data are available on the Fitch Ratings
web site at http://www.fitchratings.com/


CATHOLIC CHURCH: Creditors Can't Inventory Portland Warehouse
-------------------------------------------------------------
Paul E. DuFresne informs Judge Perris that the Archdiocese of
Portland in Oregon owns an entire city block in downtown
Portland.  The Block consists of five parcels of real estate,
located between W Burnside Street, NW 16th Avenue, NW Couch
Street, and NW 17th Avenue.  Although Portland alleges that many
of the real properties held in legal title by Archdiocese are
actually held in trust for others, Portland admits that it
outright owns the five parcels of real estate, and is not holding
them in trust for any beneficial or equity owner.  The 2003 tax
assessed value of the combined parcels is $2,134,080, although the
real market value is likely to be much higher.

Most of the Block is occupied by Enterprise Rent-A-Car, which
leases four parcels from Portland.  Most of the Land leased by
Rent-A-Car is an asphalt-covered parking lot.  Only a small two-
story structure is present to contain the rental office and other
offices.

The fifth parcel contains a warehouse, with the street address of
1610 NW Couch.  A significant portion of the Warehouse parcel is
also vacant land, which is roped off and appears to be unused at
this time.  According to tax records, the warehouse building
comprises 10,000 square feet of interior space.  The Warehouse is
currently being offered for lease by Portland.  The space being
offered for lease comprising of around 5,500 square feet of
warehouse/retail space, plus the vacant land adjacent to the
warehouse.

Mr. DuFresne believes that the commercial value of the Block could
be many millions of dollars.  Sale of the block, Mr. DuFresne
states, represents an opportunity to raise cash for Portland,
while having no impact on Portland's Ecumenical operations or
missions.

In order to offer the Block for sale, Mr. DuFresne relates that
the role in Portland's ongoing operations of that portion of the
portion of the Warehouse not being offered for sale must be
determined.  A physical inventory of the Warehouse's contents is
also needed to find out if there are items not required for the
Debtor's ongoing operations.  Portland could increase its own
operational efficiency by divesting itself of underperforming
assets.

Mr. DuFresne tells Judge Perris that creditors are offering to do
the planning and investigation that might be needed to achieve
these objectives.  This way, the burden placed on Portland is
minimized to a trivial level.

Accordingly, Mr. DuFresne asks the Court to authorize creditors to
take a physical inventory of Portland's Warehouse.

The creditors' Inventory Team will observe these guidelines:

   (a) The creditors' Inventory Team will consist of no more than
       five individuals.

   (b) The Inventory Team will be allowed access to all areas of
       the Warehouse, whether these are identified as warehouse
       or office space, Portland space or space currently offered
       for lease.  All interior space will be made available to
       the Inventory Team for inspection.

   (c) Total inventory inspection time will not exceed 40 hours.

   (d) Inventory inspections will occur during normal business
       hours, unless additional inspection times are adopted by
       mutual agreement between the Inventory Team and Portland.

   (e) The Inventory Team will be allowed to use writing,
       computers, still cameras and motion picture cameras, both
       digital and film, as aids in taking inventory.

   (f) The Inventory Team may declare in writing to Portland that
       the inventory inspection is complete at any time prior to
       the end of the 40-hour time allowance.  Portland will then
       have no further obligation to allow inspections.

   (g) Nothing in the Warehouse will be moved without Portland's
       prior permission.  However, if items must be removed to
       allow access to portions of the Warehouse, or to allow
       access to items or records, which are underneath or behind
       other items, then the time the Inventory Team waits for
       authorization to move objects, or for the Portland
       personnel to move objects, will not be counted toward the
       40-hour limit.

   (h) Inspections will take place at times mutually agreeable
       between the Inventory Team and Portland.  However,
       Portland will make the Warehouse available for inspections
       within 10 business days of the adoption of this request.
       Portland will make the Warehouse available on each
       business day following the first day of availability.  The
       Warehouse may also be made available during the non-
       business hours or non-business days upon mutual agreement
       between the Inventory Team and Portland.  The mutually
       agreed upon availability will not count toward the limits
       disclosed in these proposed methods and protocol.

   (i) Portland's failure to provide access to the Warehouse will
       mean that the Inventory Team gains unlimited access to the
       Warehouse until the 40-hour limit is attained, or the
       inspection is complete.

   (j) Failure of the Inventory Team to complete the inventory
       after Portland has made the Warehouse available for a
       total of 10 business days means the Inventory Team will
       forfeit any further inspection, and Portland will have no
       further obligation to allow inspections of the Warehouse.

   (k) The inspection team will be composed of individuals chosen
       solely at Mr. DuFresne's discretion.

   (l) Portland will provide a written list of all items or
       records which are moved into the Warehouse or moved out of
       the Warehouse from the time these proposed methods and
       protocol are adopted, until the inventory is complete.

                          *     *     *

Judge Perris denies Mr. DuFresne's request, without prejudice to
the issue being raised again in the future when it is closer to
the time for a plan of reorganization to be proposed.

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


CATHOLIC CHURCH: Portland's Futures Rep. Taps Greene as Counsel
---------------------------------------------------------------
David A. Foraker, the Future Claimants Representative in the
Archdiocese of Portland's Chapter 11 case, sought and obtained
Judge Perris' approval to retain Greene & Markley, P.C. as
bankruptcy counsel on an hourly basis, effective as of
December 20, 2004.

Mr. Foraker is a member of Greene & Markley.  Mr. Foraker believes
that Greene & Markley is well qualified to represent him in
Portland's case.

Greene & Markley will be compensated for its services based on the
firm's customary hourly rates.  Greene & Markley's billing rates
are:

   Name                     Position              Rate
   ----                     --------              ----
   S. Ward Greene           Attorney              $365
   Charles R. Markley       Attorney              $310
   David A. Foraker         Attorney              $325
   Sanford R. Landress      Attorney              $250
   Stephen T. Boyke         Attorney              $250
   Gary L. Blacklidge       Attorney              $230
   M. Elizabeth Duncan      Attorney              $250
   Jeffrey M. Wong          Attorney              $275
   Heather E. Harriman      Attorney              $185
   Daniel L. Steinberg      Attorney              $185
   Aaron M. Wigod           Attorney              $145
   David P. Weiner          Of Counsel Attorney   $275
   Ridgway K. Foley, Jr.    Of Counsel Attorney   $265
   Judy E. Killian          CPA/Legal Assistant   $150
   Karen Harris             Legal Assistant       $110
   Corri Larsen             Legal Assistant       $125
   Brenna Green             Legal Assistant       $100
   Carrie Evans             Legal Assistant        $85
   Burky Achilles           Legal Assistant        $85
   Jessica Shoup            Legal Assistant        $85
   Jessica Baumann          Legal Assistant        $85
   Connie Gorrell           Legal Secretary        $75
   Nancy Read               Legal Secretary        $75
   Norah Cartier            Legal Secretary        $75

Judge Perris permits Mr. Foraker and Greene & Markley to maintain
their time and expense records together, and to jointly file their
applications for compensation and reimbursement of expenses.

Mr. Foraker ascertains that Greene & Markley is disinterested and
does not hold or represent any interest adverse to Portland.

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


CB RICHARD ELLIS: M. Strong to Handle EMEA as A. Froggatt Resigns
-----------------------------------------------------------------
CB Richard Ellis, Inc., (NYSE:CBG) disclosed a management
transition plan for its Europe, Middle East and Africa -- EMEA --
Region.

Alan Froggatt will step down as EMEA President on June 30, 2005.
Michael Strong will combine the additional duties of EMEA
President with his role of EMEA Chairman.  Mr. Froggatt will
remain with CBRE as a non-Executive Director involved in special
projects until his retirement from CBRE in September 2006.

Later this year, Mr. Froggatt plans to open his own management
consultancy, focused on business development strategies and
executive recruitment in the real estate industry.

Mr. Strong, long a major figure within the real estate services
industry in London, was named Chairman of Insignia Richard Ellis
(a predecessor company of CB Richard Ellis) in 2001.  He has vast
experience in real estate development, investment and leasing
projects, and has advised many major corporations on their real
estate needs.

Since CBRE's acquisition of Insignia in 2003, Mr. Strong has
helped to oversee the integration of the EMEA operations and set
the strategic direction for this Region's solid growth. He joined
the company's Global
Executive Board earlier this month.

"Alan and Mike, working as a team, have led us to a leadership
position across Europe," said Brett White, President of CB Richard
Ellis.  "With Alan's plans to retire from CBRE, our EMEA business
could not be in more capable hands than Mike's. We are well
positioned to continue our strong performance under his
leadership."

Headquartered in Los Angeles, CB Richard Ellis (NYSE:CBG) --
http://www.cbre.com/-- is the world's leading commercial real  
estate services firm (in terms of 2003 revenue).  The company
serves real estate owners, investors and occupiers by offering
strategic advice and execution for property leasing and sales;
property, facilities and project management; corporate services;
debt and equity financing; investment management; valuation and
appraisal; research and investment strategy; and consulting.  
Including partners and affiliates, CB Richard Ellis has more than
300 offices across 50 countries around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2004,
Standard & Poor's Ratings Services revised its outlook on CB
Richard Ellis Services Inc. (B+/--) to positive from stable.  


CHARLODAN'S RESTAURANT: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Charlodan's Restaurant, Inc.
        4206 Gem Lake Road
        Amarillo, Texas 79106

Bankruptcy Case No.: 05-50080

Type of Business: The Debtor operate a fast food restaurant.

Chapter 11 Petition Date: January 24, 2005

Court:  Northern District of Texas (Lubbock)

Judge:  Robert L. Jones

Debtor's Counsel: Robert C. Heald, Esq.
                  Price and Heald
                  2301 Broadway
                  Lubbock, Texas 79401
                  Tel: (806) 747-5000

Total Assets:   $942,795

Total Debts:  $1,385,164

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
IRS-Special Procedures           941 Taxes              $113,000
MC 5029-DAL
Attn: Disk Proc.
1100 Commerce Street, Room 9A20
Dallas, Texas 75242

Ben E. Keith Company             Food Supplies           $52,000
PO Box 907
Amarillo, Texas 07653

IRS-Special Procedures           941 Taxes               $50,528
MC 5029-DAL
Attn: Disk Proc.
1100 Commerce Street, Room 9A20
Dallas, Texas 75242

Wayston Sysco                    Food Supplier           $26,000
PO Box 5910
Lubbock, Texas 79408

New Mexico                       Sales Taxes             $25,579

Watson Sysco                     Judgment Lien           $25,000

Xcel Energy                      Utility                 $15,372

McCormick Company                Artwork & Photos        $14,117
Attn: Rick Zimmer

Rick Lowery                      Business debt           $13,113

IRS-Special Procedures           940 Taxes               $12,820

KEYE Radio                       Business debt            $8,857

Wells Fargo                      Business debt            $8,604

Randall County Tax Office        Property Tax             $8,500

Fronk Oil Company                Gasoline                 $7,418

Host Ice                         Business debt            $7,000

Lamar Companies                  Business debt            $6,560

Gray County Tax                  Property Tax             $6,200

Gray County                      Taxes                    $6,111

Sanders Banker, PC               Business debt            $5,500

Wells Fargo Card Services        Business debt            $4,358


CHEMED CORP: Moody's Puts Ba2 Ratings on Proposed Bank Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 senior implied rating to
Chemed Corporation's proposed credit facilities, and a Ba3 rating
to the Company's existing senior notes.  Moody's also assigned an
SGL-1 liquidity rating to the Company.  The ratings outlook is
stable. This is the first time Moody's has assigned ratings to
Chemed Corp.

The ratings assigned:

   * $140 Million Senior Secured Revolver maturing 2010 -- Ba2

   * $85 Million Senior Secured Bank Debt maturing 2010 -- Ba2

   * $150 Million 8.75% Senior Notes due 2011 -- Ba3

   * Senior Implied -- Ba2

   * Senior Unsecured Issuer Rating -- Ba3

   * SGL -- 1

   * Outlook - Stable

The ratings reflect Chemed Corp.'s moderately high leverage, its
interest in acquisitions in the hospice segment and of Roto-Rooter
franchises, the high level of competition in both segments, and
Vitas' reliance on Medicare reimbursement for substantially all of
its revenues.  The ratings also consider the nursing shortages and
the related pressure on wages, expense pressures at Roto-Rooter
for such areas as insurance, directory listings and fuel, the
drain cleaning and plumbing segment's sensitivity to economic
cycles, and the hospice segment's concentration of revenue in
Florida.

Supporting factors include Chemed Corp.'s favorable recent
operating performance, which is driven by strong fundamentals in
the hospice segment and a turnaround at Roto-Rooter, the
diversification resulting from the operation of two disparate
businesses, the company's leading position within both segments,
the company's relatively conservative stance on financial
leverage, and the company's strong liquidity position.

In addition, the ratings take into account the support shown by
Congress and the Center for Medicare and Medicaid Services for
hospice benefits, and Moody's belief that Vitas will not encounter
problems with Medicare caps, because of the segments low average
length of stay.

The SGL-1 rating reflects strong anticipated liquidity at the
company during the next twelve month rating horizon ending
December 31, 2005.  During this period, Moody's expects the
company to generate cash flow from operations well in excess of
planned capital expenditures, which are low at 2%-3% of sales,
dividend payments, and required debt amortization.  

Free cash flow will likely be in the $30 to $40 million range.  
The Company will also have significant external liquidity under
the proposed $140 million revolver, which may be increased to $175
million at Chemed's option.  The revolver will be undrawn at the
close of the transaction.

Moody's expects Chemed Corp. to remain comfortably in compliance
with financial covenants under the credit agreement, and thus to
maintain access to the revolver.  The Company has approximately
60% cushion on its maximum senior leverage ratio, 30% cushion on
its maximum total leverage ratio, and 32% cushion on its minimum
fixed charge coverage ratio.

The stable ratings outlook incorporates Moody's expectation of
continued favorable operating performance at the company, but is
also constrained by our expectation that the reduction in the
company's leverage will be limited over the next several years.
Moody's anticipates that Chemed will generate free cash flow, but
will utilize cash, and may even raise additional debt, to fund
acquisition activities.  As a result, we believe there will be
limited upside momentum to the ratings for the foreseeable future.

Chemed Corp. has historically maintained a conservative stance on
financial leverage, and we expect the company will continue to do
so.  Chemed did lever its balance sheet significantly to fund the
acquisition of Vitas during February 2004, and the company's 2004
pro forma debt to book capitalization of approximately 42% is at
the high end of the range of historical leverage.

However, we expect the Company will manage to a lower longer-term
target of about 30%-35%, even while exploring acquisition
opportunities.  This expectation is incorporated into the current
ratings.  If the Company does not gradually manage leverage down,
or if leverage actually increases for a sustained period, Moody's
may consider downgrading the ratings.

Chemed Corp. will use proceeds from the new credit facilities and
approximately $60 million of cash on hand to refinance existing
indebtedness, including $30.5 million outstanding on its current
term loan and its $110 million senior secured floating rate notes.
The proposed credit facilities will consist of a $140 million
revolver, which is increasing from the current commitment of $100
million, and an $85 million term loan.

Moody's rated the credit facilities at the same level as the
senior implied rating.  Moody's did not notch the bank debt up due
to insufficient asset collateral coverage, and since the committed
amount, including the revolver, represents a significant portion
of the company's total debt capital structure.  The senior notes
are rated one level below the senior implied rating to reflect the
debt instrument's effective subordination to the bank debt.

Chemed Corp. will be reducing debt and leverage taken on for the
Vitas acquisition as a result of the refinancing.  Leverage will
still be moderately high, with lease-adjusted cash flow from
operations to lease-adjusted debt in the 20% range for 2005, and
lease-adjusted free cash flow from operations to lease-adjusted
debt in the low-to-mid teens range.

Adjusted Debt to EBITDA is expected to drop below 3.0 times, while
EBITDA to Interest coverage is expected to be good at around 5.5
times for the 2005 fiscal year.  Moody's notes that the leverage
statistics may be stronger if, in the absence of meaningful
acquisitions, the company utilizes a portion of cash on hand,
which is expected to be in the $40-$50 million range by December
2005, to reduce debt.

Chemed Corporation, headquartered in Cincinnati, Ohio, is the
nation's largest provider of hospice care services through its
VITAS Healthcare Corporation subsidiary.  Chemed also operates
North America's largest provider of plumbing and drain cleaning
services through its Roto-Rooter subsidiary.


CHEMED CORP: Strong Performance Cues S&P to Upgrade Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Cincinnati, Ohio-based hospice, plumbing, and drain cleaning
services provider Chemed Corporation.  The corporate credit rating
was raised to 'BB-' from 'B+', the senior secured debt rating to
'BB' from 'B+', and the senior unsecured debt rating to 'B' from
'B-'.  At the same time, Standard & Poor's assigned a 'BB' rating
and a recovery rating of '1' to Chemed's new senior secured credit
facilities.  These consist of an $85 million senior secured term
loan and a $140 million revolving credit facility, both due in
2010.

Standard & Poor's also revised its outlook on Chemed to stable
from negative.

"The upgrade reflects the strong performance of Vitas Healthcare
Corporation, Chemed's hospice care segment, partially mitigating
Standard & Poor's concerns regarding the integration of Vitas,
acquired in February 2004," said Standard & Poor's credit analyst
Jesse Juliano.  Since Standard & Poor's initial rating in May
2004, we have gained more comfort with Chemed's ability to manage
the hospice business, which is distinctly different from the
company's traditional plumbing and drain cleaning segment.  Chemed
also plans to divest its struggling heating, ventilation, and air
conditioning business, Service America, and has made drastic
improvements in the operating performance of its Roto-Rooter
business.  EBITDA for Roto-Rooter has improved to $41 million
expected in 2004 from $29 million in 2003 due to pricing
increases, marketing efforts, and cost savings.  Finally, the
upgrade is also due to Chemed's proposed debt refinancing, which
will greatly reduce the company's outstanding debt.

Standard & Poor's expects Chemed to use the proceeds from an
$85 million senior secured term loan due in 2010 and about
$60 million of on-hand cash to refinance its existing $31 million
term loan A, retire its $110 million of senior secured notes, and
fund related transaction costs.  As part of this refinancing,
Chemed will also increase the size of its undrawn senior secured
revolving credit facility due in 2010 to $140 million from
$100 million.  The company's $150 million of senior unsecured
notes due in 2011 will remain outstanding.  After the transaction,
Chemed will have approximately $235 million of total debt
outstanding, down from $292 million prior to the transaction.

The speculative-grade ratings on Chemed Corporation (formerly
Roto-Rooter, Inc.) reflect:

   (1) the company's limited experience functioning as a combined
       entity;

   (2) its exposure to third-party reimbursement; and

   (3) the short history of improved operating performance in its
       plumbing and drain cleaning business.

These concerns are only partially offset by the company's
industry-leading positions in its two businesses, its ability to
generate significant operating cash flows, and the positive
near- and long-term growth potential in the hospice industry.

Chemed is the industry leader in two disparate business segments:
hospice care services and plumbing and drain cleaning.  Through
its 35 hospice-care programs, Chemed offers physician and nursing
care, social services, bereavement support, and other palliative
services to more than 9,000 terminally ill patients (on an average
daily basis) and their families.


CHOICE COMMUNITIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Choice Communities, Inc.
        dba Eastpoint Nursing & Rehabilitation Center
        1046 Northpoint Road
        Baltimore, Maryland 21224

Bankruptcy Case No.: 05-11536

Type of Business: The Debtor owns and operates a licensed 180-bed
                  nursing facility located at 1046 Old Northpoint
                  Road, Baltimore, Maryland.

Chapter 11 Petition Date: January 24, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Joel I. Sher, Esq.
                  Shapiro Sher Guinot & Sandler
                  36 South Charles Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: 410-385-4278

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Maxim Healthcare Services Inc.             $151,496
P.O. Box 631191
Baltimore, MD 21263

Access Nursing Services Inc.               $128,800
411 Manville Rd.
Pleasantville, NY 10570

General Healthcare Resources Inc.          $105,909
2250 Hickory Road, Ste. 240
Plymouth Meeting, PA 19462

Woodhaven Pharmacy                         $104,104

Nursefinders                                $82,836

Key 1 Nurses Inc.                           $82,309

Premier Therapy Services LLC                $74,707

Primemedical Supply Co. Inc.                $67,384

Hamilton Insurance Agency                   $34,846

JHU/SOM - Division of Geriatric Med.        $31,600

FPC Food Services                           $26,043

Staffing Plus Inc.                          $21,110

NeighborCare                                $18,735

Royal & Sunalliance                         $17,192

Hill-Rom                                    $15,293

EGE Electric Supply                         $14,833

Miller Advertising Agency Inc.              $13,667

K & C Grounds Maintenance Inc.              $13,151

RSI-Rehabilitation Services                 $12,063

Sysco                                       $10,931


COLONIAL PROPERTIES: Earns $18.7 Million Net Income in 4th Quarter
------------------------------------------------------------------
Colonial Properties Trust (NYSE: CLP) reported financial results
for the quarter and year ended Dec. 31, 2004.

                 Quarter Ended December 31, 2004

Net income available to common shareholders was $15.0 million or
$0.54 per fully diluted share (EPS), an increase from
$9.8 million, or $0.37 per fully diluted share for the same period
in 2003.

Funds from operations, a widely accepted measure of REIT
performance, increased to $39.9 million, or $1.05 per fully
diluted share/unit, from $36.0 million, or $0.97 per share/unit in
the fourth quarter 2003.  

                   Year Ended December 31, 2004
   
Net income available to common shareholders was $39.8 million, or
$1.45 per share, an increase from $32.5 million, or $1.29 per
fully diluted share, for the year 2003.

FFO increased to $137.6 million, or $3.64 per fully diluted
share/unit, from $123.0 million, or $3.45 per fully diluted
share/unit for the year 2003, representing a 5.5 percent increase
per fully diluted share/unit.

Highlights for the fourth quarter:

     -- Announced intention to merge with Cornerstone Realty
        Income Trust (NYSE: TCR).

     -- Entered into a joint venture with DRA Advisors.

     -- Paid a dividend of $0.67 per common share in October.

     -- Multifamily:

          -- On a same-property basis, posted an NOI increase of
             5.5 percent over the comparable period last year.

          -- Occupancies for stabilized properties at year end
             were 94.6 percent.

          -- Acquired three new multifamily properties; sold one
             property.

     -- Office:

          -- On a same property basis, increased NOI 0.1 percent
             from prior year's fourth quarter.

          -- Occupancies at the end of the period for stabilized
             properties were 92.4 percent, up 20 basis points from
             third quarter of 2004.

          -- Acquired 177,000 square feet of property in
             Huntsville, Alabama.

     -- Retail:

          -- On a same-property basis, realized a 1.4 percent
             increase in NOI compared to fourth quarter 2003.

          -- Occupancies at the end of the period for stabilized
             properties were 91.4 percent, 150 basis points higher
             than third quarter of 2004.

          -- Completed the sale of Orlando Fashion Square during
             the quarter.

          -- Announced the development of a 450,000-square-foot
             lifestyle center in Birmingham, Alabama.

In comments summarizing the fourth quarter, Thomas H. Lowder,
Colonial Properties' Chairman and Chief Executive Officer, stated,
"We have significant momentum in our multifamily and retail
divisions.  Occupancy rates are above 91 percent in each division.
As we head into 2005, we are poised to participate in the expected
growth of the economy and, in particular, the recovery of the
multifamily sector."

    Acquisitions and Developments

     -- On October 25, Colonial Properties announced its intention
        to merge with Cornerstone Realty Income Trust.  The
        Richmond-based company owns and operates a multifamily
        portfolio with more than 23,000 units.  With a total value
        of approximately $1.5 billion, the transaction is expected
        to close at the end of March 2005.  The Securities and
        Exchange Commission has elected not to review the
        Company's S-4 filing.
     -- The Company entered into a joint venture with DRA
        Investments to acquire a 20 percent interest in 16
        multifamily properties located in Las Vegas, Phoenix,
        Tucson and Albuquerque.  Colonial Properties manages the
        4,223 units with a current average occupancy of 93%.

     -- On October 29, the Company acquired two multifamily
        properties in North Carolina.  Colonial Grand at Beverly
        Crest in Charlotte, North Carolina has 300 units and is
        currently 89% occupied.  Colonial Village at Patterson
        Place in Durham has 252 units and is also 89% occupied.
        The purchase price for each was $23.2 million and
        $21.5 million, respectively.

     -- On December 7, Colonial Properties acquired Colonial Grand
        at McGinnis Ferry in Atlanta, Georgia for $40.0 million.           
        The 434-unit multifamily property is 98% occupied.     

     -- Purchased office property in Research Place Office Park in
        Huntsville, Alabama totaling 177,000 square feet for $17.1
        million at a capitalization rate of 10.4%.  The property
        is 96.2% occupied.

     -- The Company announced the development of Colonial Pinnacle
        at Tutwiler Farm in Birmingham, Alabama on November 24.  
        The 450,000-square-foot lifestyle center is scheduled to
        open October 2006 and will be anchored by Belk, Parisian,
        JC Penney and Best Buy.

    Dispositions

     -- On December 2, Colonial Properties and its joint venture
        partner completed the sale of its interest in Orlando
        Fashion Square.  The total sales price was $123.2 million
        which represents a capitalization rate of 7.5 %.

     -- The Company sold its 178 unit multifamily property,
        Colonial Village at Vernon Marsh in Savannah, Georgia on
        October 15.  The sales price was $10.0 million.

     -- Colonial Properties has received bids for each of its
        malls which are being marketed for sale by Granite
        Partners. The Company is reviewing the bids and will
        complete its plans for these assets by the second quarter
        of 2005.

                      Financing Activities

During the fourth quarter, senior management of the Company met
with Fitch, Moody's and S&P.  Each rating agency has affirmed the
investment grade ratings for the company's bonds of BBB-, Baa3 and
BBB-, respectively.

                      Portfolio Overview

Multifamily: The Company owns and/or manages 29,100 units.  This
is comprised of 45 wholly owned properties totaling approximately
15,489 units with 94.7 percent occupancy; a partial interest in 33
properties with over 9,520 units.  Additionally, the Company
provides third party management services for approximately 4,100
units.

Office: Colonial Properties owns or manages 6.8 million square
feet of office space.  The Company's office portfolio includes 26
wholly owned properties and one partially owned property that
together total 5.9 million square feet.  The Company manages an
additional eight properties totaling 0.9 million square feet.

Retail: The Company owns and/or manages assets approximating 15.6
million square feet of retail centers, which is comprised of 45
wholly owned properties, 3 partially owned properties and
management of another 4 centers.

                 EPS and FFO Per Share Guidance

"Our top priorities in 2005 are to close the merger with
Cornerstone, integrate the two companies efficiently and execute
our plans for asset dispositions and reinvestments," Mr. Lowder
stated.  "We will also focus on our balance sheet in order to
reduce our effective leverage and regain more flexibility."

For additional details of disposition and investment activities,
see the Company's detailed Supplemental Financial Highlights
available on Colonial Properties' website.

                        About the Company

Colonial Properties -- http://www.colonialprop.com/-- produces a  
supplemental information package that provides detailed
information regarding operating performance, investing activities
and the Company's overall financial position.  Additionally, 2005
earnings guidance is available in the supplemental.  For a copy of
Colonial Properties' detailed Supplemental Financial Highlights,
please visit the Company's website at http://www.colonialprop.com/
under the "Investor Relations: Financial Reporting" tab or contact
Barbara Pooley in Investor Relations at 800-645-3917.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,  
Standard & Poor's Ratings Services placed its 'BBB-' corporate  
credit and 'BB+' preferred stock ratings for Colonial Properties  
Trust on CreditWatch with negative implications.  

The CreditWatch listings follow the recent announcement that  
Colonial and Cornerstone Realty Income Trust Inc. have entered  
into a definitive merger agreement.  Approximately $1.2 billion of  
rated securities for Colonial are affected. Standard & Poor's  
does not rate Cornerstone.  

Total consideration will be approximately $1.5 billion and will  
consist of:  

   (1) an exchange of common shares (at a ratio of approximately  
       0.26 shares of Colonial stock for each Cornerstone share),  

   (2) the issuance of up to $150 million of new preferred  
       securities, and  

   (3) the assumption of approximately $850 million of  
       Cornerstone's existing secured indebtedness.  

The purchase price equates to $10.80 per share, or a 7.25% premium  
relative to Cornerstone's closing price on Oct. 22, 2004. The  
agreement has been unanimously approved by each company's board of  
directors and is subject to shareholder approval.  


CONSOLIDATED COMMS: S&P Assigns BB- Corp. Credit Rating After IPO
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Consolidated Communications Holdings, Inc., which
will become the new parent of Homebase Acquisition LLC upon the
successful completion of the company's proposed IPO.  The outlook
is negative.

Simultaneously, Standard & Poor's assigned its 'BB-' bank loan
rating to the proposed $425 million amended and restated credit
bank facility of Consolidated Communications, Inc., and
Consolidated Communications Acquisition Texas, Inc.  A recovery
rating of '3'also was assigned to the loan, denoting the
expectation for a meaningful recovery of principal (50%-80%) in
the event of a default or bankruptcy.  These borrowers will be
subsidiaries of Consolidated Communications Holdings, Inc.  
Closing of the facility is contingent on completing the IPO.

Cash proceeds of about $90 million from the IPO and the amended
and restated credit facility will be used to redeem about
$70 million of the existing senior unsecured notes, repay existing
bank debt, and to fund related financing fees and prefund
integration costs related to the TXU Communications Ventures
acquisition.  At the same time, certain existing shareholders are
selling a substantial ownership stake to the public.  The rating
on the existing bank loan will be withdrawn following the closing
of the amended and restated credit facility.  In addition, the
corporate credit rating of Consolidated Communications Acquisition
Texas, Inc., and Consolidated Communications, Inc., will be
withdrawn due to guarantees provided by the new parent company of
these subsidiaries' debt.

Furthermore, the corporate credit rating of Consolidated
Communications Texas Holdings Inc., Consolidated
Communications Illinois Holdings Inc., and Homebase Acquisition
LLC will be withdrawn after they are merged to form the new parent
company.  If the proposed transactions are not completed, existing
ratings will remain at their current levels; therefore, the
aforementioned ratings were removed from CreditWatch.  The rating
on the senior unsecured notes (which are being only partially
redeemed), however, remains on CreditWatch with positive
implications, as this rating would be raised if the proposed
transactions are completed.

"The new ratings reflect the deleveraging impact of the proposed
IPO," explained Standard & Poor's credit analyst Rosemarie
Kalinowski.  "However, the negative rating outlook for
Consolidated Communications Holdings, Inc., addresses the
potential longer-term impact of cable telephony on the company's
competitive position."  Pro forma for the transactions, as of
Sept. 30, 2004, total debt outstanding was about $521 million.
Consolidated Communications Holdings, Inc., currently plans to pay
a significant $47.5 million annual dividend.


CORNELL COS: Inks Pact to Buy Correctional Systems for $10 Million
------------------------------------------------------------------
Cornell Companies, Inc., (NYSE: CRN) has signed a definitive
agreement to acquire Correctional Systems, Inc. -- CSI -- a San
Diego-based provider of privatized jail, community corrections,
and alternative sentencing services.  The purchase price is
approximately $10 million in total consideration to common and
preferred shareholders, less certain adjustments as described in
the merger agreement.  The transaction is expected to generate
annualized revenue of approximately $16 million, and will be
immediately accretive to Cornell's 2005 earnings.  The Company
anticipates that the transaction will be completed early in the
second quarter 2005, subject to customary closing conditions and
approval of CSI's shareholders.

The acquisition includes the operation of eight jails, six
community corrections facilities and five alternative sentencing
programs, located in California, New Mexico, Texas and Kansas.  
The transaction will add 986 corrections beds, as well as
alternatives to incarceration services, including electronic
monitoring, day reporting, counseling and drug testing services.  
Cornell will expand its national footprint with the addition of
the Kansas operations and will increase its reach in the other
states where the company has existing programs.

James E. Hyman, Cornell's chief executive officer, said, "This
acquisition is a significant opportunity for Cornell and provides
growth in two of the company's strategic areas: jails and
community corrections.  It also increases our contract
diversification, makes us one of the largest community corrections
providers to the Federal Bureau of Prisons and gains us a presence
in Austin, the Texas state capital, with a federal halfway house
contract."

            Increased Need for Community Corrections

Thomas R. Jenkins, Jr., president and chief operating officer,
said, "With state and federal agency budgets stretched,
corrections officials are seeking alternatives to incarceration
and methods to reduce the cycle of re-offending.  Cornell already
has a strong history in community corrections and with this
acquisition, the Company is now strategically positioned to
increase our share of this growing segment in the corrections
industry."

Mr. Jenkins continued, "The CSI organization is an outstanding fit
for Cornell.  Our corporate cultures are very similar, our
operational philosophies consistent and our geographic footprints
uniquely compatible.  This commonality will provide excellent
synergies and great ease of integration."

   Acquisition Highlights:

   * Jails

      -- Eight facilities under contract with different cities or
         counties.

      -- The eight facilities have a combined total service
         capacity of more than 332.

   * Community Corrections Facilities

      -- Six facilities each under contract with various states or
         government agencies.

      -- Facilities in Austin, Texas, Brownsville, Texas,
         Edinburg, Texas, and Leavenworth, Kansas, are under
         contract with the Federal Bureau of Prisons.

      -- The six facilities have a total service capacity of 654.

                        About the Company

Cornell Companies, Inc., is a leading private provider of
corrections, treatment and educational services outsourced by
federal, state and local governmental agencies.  Cornell provides
a diversified portfolio of services for adults and juveniles,
including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral
rehabilitation and treatment, and grades 3-12 alternative
education in an environment of dignity and respect, emphasizing
community safety and rehabilitation in support of public policy.  
Cornell -- http://www.cornellcompanies.com/-- has 69 facilities  
in 16 states and the District of Columbia and 4 facilities under
development or construction.  Cornell has a total service capacity
of 18,115, including capacity for 2,138 individuals that will be
available upon completion of facilities under development or
construction.

                         *     *     *

Moody's Rating Services and Standard & Poor's assigned their  
single-B ratings to Cornell Companies' 10-3/4% Senior Notes last
year.


COVANTA ENERGY: Settles Internal Revenue's Claim for $430,531
-------------------------------------------------------------
On September 24, 2004, the U.S. Bankruptcy Court for the Southern
District of New York disallowed in full Claim Nos. 4166 and 4493
filed by the United States Department of Treasury, Internal
Revenue Service, each for $36,404,579, as having been superceded
by Claim No. 4646 for $430,531.

Reorganized Covanta Energy Corporation and its reorganized
debtor-affiliates assert a claim against the United States Bureau
of Reclamation, for $250,000 plus interest.

The Reorganized Debtors and the United States Government agree
that the Debtors' claims may be offset against any amounts owed to
the IRS.

Accordingly, in a stipulation approved by Judge Blackshear, the
parties agree that:

   (a) IRS' Claim No. 4646 for $430,531 will be allowed in full;

   (b) The Allowed Claim, plus applicable interest, will be
       offset by the Debtors' claim against the Bureau of
       Reclamation; and

   (c) The $180,287 balance will be paid to the IRS in accordance
       with the Reorganization Plan.

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)


COVANTA ENERGY: Lake County Withdraws $80,000,000 Claim
-------------------------------------------------------
Jeffrey D. Keiner, Esq., at Gray Robinson P.A., in Orlando,
Florida, notifies the United States Bankruptcy Court for the
Southern District of New York that Lake County, a political
subdivision of the State of Florida, irrevocably withdraws, with
prejudice, Claim No. 3680 for $80,000,000 filed in the chapter 11
cases of Covanta Energy Corporation and its debtor-affiliates.

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)


DEL MONTE: Receives $297M 9-1/4% Sr. Sub. Notes in Tender Offer
---------------------------------------------------------------
Del Monte Foods Company disclosed that the consent date and time
in connection with the consent solicitation and related cash
tender offer by its wholly-owned subsidiary Del Monte Corporation
for $300 million of Del Monte's outstanding 9-1/4% Senior
Subordinated Notes due 2011 (CUSIP No. 245217AK0) occurred on
Jan. 24 at 5 p.m. Eastern time.  Del Monte had received tenders of
notes and deliveries of related consents from holders of
approximately $297 million aggregate principal amount of the
Notes.

The supplemental indenture relating to the Notes has been executed
by Del Monte, the guarantors, and the trustee for the Notes, but
will not become operative until after the Notes are accepted for
purchase and payment pursuant to the tender offer.

As previously announced, the tender offer will expire at
12:00 midnight Eastern time on Feb. 7, 2005, subject to Del
Monte's option to extend the Expiration Time.  Tenders of Notes
made prior to Jan. 24's consent time may no longer be withdrawn
except in limited circumstances.  Holders of Notes tendered after
today's consent time will not be entitled to the consent payment
of $40 per $1,000 aggregate principal amount of Notes.

The tender offer and consent solicitation remains subject to a
number of conditions which are set forth in the Offer to Purchase,
including without limitation, Del Monte having obtained debt
financing on terms acceptable to Del Monte, as more fully
described in the Offer to Purchase.

Del Monte has engaged Morgan Stanley and Banc of America
Securities as Joint Dealer Managers and Solicitation Agents for
the Tender Offer and Consent Solicitation.  Persons with questions
regarding the Tender Offer or the Consent Solicitation should be
directed to Morgan Stanley at 800-624-1808 (U.S. toll-free) or
212-761-1941 (collect), attention: Francesco Cipollone or Banc of
America Securities at 888-292-0070 (U.S. toll-free) or
212-847-5834 (collect), attention: High Yield Special Products.
Requests for documents should be directed to Georgeson Shareholder
Communications, the Information Agent, at 877-484-8195 or
800-377-9583 (U.S. toll-free) or 212-440-9800.

                     About the Company

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Moody's Investors Service downgraded Del Monte Foods Company's
speculative grade liquidity rating to SGL-2 from SGL-1 due to the
scheduled tightening of financial covenants in July 2005.  The
SGL-2 rating indicates good liquidity.  Moody's also affirmed Del
Monte's Ba3 senior implied rating and stable outlook.


DELTA AIR: Dec. 31 Balance Sheet Upside-Down by $5.8 Billion
------------------------------------------------------------
Delta Air Lines (NYSE:DAL) reported a net loss of $2.2 billion and
a loss per share of $16.58 for the December 2004 quarter.  In the
December 2003 quarter, Delta reported a net loss of $327 million
and loss per share of $2.69.  For the full year 2004, Delta
reported a net loss of $5.2 billion, compared to a net loss of
$773 million for the full year 2003.

The December 2004 quarter net loss and loss per share were
$780 million and $5.88, respectively, compared to a net loss of
$207 million and a loss per share of $1.71 in the December 2003
quarter.  The full year 2004 net loss and loss per share were
$2.3 billion and $18.10, respectively, compared to a net loss of
$1.0 billion and a loss per share of $8.58 for the full year 2003.

"High fuel prices and domestic yields that continue to decline
resulted in another quarter of disappointing results.  These
numbers show clearly the difficulties our airline will continue to
face in 2005," said Gerald Grinstein, Delta's chief executive
officer.  "At the same time, Delta made important progress toward
our transformation goals, including moving forward with our cost
reduction efforts and completing key financial transactions -
accomplishments that would not have been possible without the
participation and commitment of the entire Delta team."

                     Financial Performance

Fourth quarter operating revenues increased 0.9 percent, while
passenger unit revenues decreased 5.6 percent, compared to the
December 2003 quarter.  Continued weak domestic yields, down
7.7 percent as compared to the prior-year quarter, drove the
decline in passenger unit revenues.  The load factor for the
December 2004 quarter was 73.7 percent, a 1.1 point increase as
compared to the
December 2003 quarter.  System capacity was up 5.8 percent and
mainline capacity was up 6.2 percent from the prior-year quarter.  
Detailed traffic, capacity, load factor, yield and passenger unit
revenue information is provided in Note 2.

Operating expenses for the December 2004 quarter increased 48.4
percent from the December 2003 quarter and unit costs increased
40.2 percent.  Operating expenses for the December 2004 quarter
increased 13.1 percent from the corresponding period in the prior
year.  Fuel expense increased 75.5 percent, or $385 million, with
approximately 94 percent of the increase resulting from higher
fuel prices.  Consolidated system unit costs increased 6.9 percent
and mainline unit costs increased 5.6 percent.  Fuel price
neutralized unit costs, for the consolidated system decreased
2.2 percent and mainline fuel price neutralized unit costs
decreased 3.9 percent.

"2004 was a challenging year for Delta, a fact that is clearly
represented in the results we reported.  This year was also one of
change, in which we developed and began to implement a plan for
our business that is designed to enable us to compete going
forward.  Not only is this transformation plan well under way, we
can report that we have made significant progress toward our
goals," said Michael J. Palumbo, Delta's executive vice president
and chief financial officer.  "However, a great deal of work
remains to be accomplished and we will continue to face
significant challenges in 2005."

In the December 2004 quarter, Delta recognized a reduction in fuel
expenses of $18 million, which represents the remaining portion of
the $82 million deferred gain recorded in the March 2004 quarter
from the early settlement of its fuel hedge contracts.  Delta's
average fuel price for the quarter was $1.42 per gallon.

               Liquidity and Financial Transactions

At Dec. 31, 2004, Delta had $2.1 billion in cash, of which
$1.8 billion was unrestricted.  Delta had negative cash flow from
operations of $636 million in the December 2004 quarter.  Capital
expenditures for the quarter were approximately $191 million,
including $89 million for aircraft.

During the December 2004 quarter, Delta completed agreements with
GE Commercial Finance and American Express Travel Related Services
Company, Inc., to borrow up to $1.13 billion.  At Dec. 31, 2004,
the company had borrowed $811 million under these agreements.  As
previously announced, during the December 2004 quarter Delta also:

   -- exchanged $237 million of secured notes due in 2005 and 2006
      for $235 million of newly issued, secured notes due in 2008;

   -- exchanged $135 million of unsecured notes due in 2005 for a
      like amount of newly issued, unsecured notes due in 2007 and
      5.5 million shares of common stock;

   -- sold its equity investment in Orbitz, Inc. for $143 million;

   -- sold eight MD-11 aircraft and related inventory for
      $227 million;

   -- completed agreements with certain aircraft lessors and    
      lenders to deliver $57 million in average annual concessions
      between 2005 and 2009.  The company issued a total of
      4.4 million shares of common stock related to these
      agreements; and

   -- reached agreements with 115 suppliers to obtain $46 million
      in average annual benefits through 2007.

During the December 2004 quarter Delta also completed agreements
with certain other aircraft lenders to defer $112 million in debt
obligations from 2004 and 2006 to later years.  Additionally,
subsequent to Dec. 31, 2004, Delta sold for $36 million a
promissory note the company previously received in conjunction
with the June 2003 sale of its equity investment in Worldspan.

Other significant transactions completed during the year include:

     (1) the issuance, in February 2004, of $325 million in
         convertible debt;

     (2) the deferral of delivery of certain Boeing 737 and Boeing
         777 aircraft from 2005 and 2006 to 2007 through 2009; and

     (3) the amendment, in July 2004, of an existing credit
         agreement which resulted in an additional $152 million of
         liquidity.

                December 2004 Quarter Unusual Items

In the December 2004 quarter, Delta recorded unusual items
totaling a $1.4 billion charge:

   -- a $1.9 billion goodwill impairment charge in accordance with
      SFAS 142(4).  This standard requires a company to assess, at
      least annually, whether the book value of an entity is at
      least equal to its fair value.  If not, an impairment charge
      must be recorded.  Increased fuel prices, the difficult
      revenue environment, and the implementation of certain
      initiatives pursuant to our recently completed strategic
      review resulted in reductions to Atlantic Southeast
      Airlines, Inc. (ASA) and Comair, Inc. fair value estimates.  
      This resulted in the requirement that we write-off ASA and
      Comair goodwill.

   -- a $194 million charge related to voluntary and involuntary
      workforce reduction programs;

   -- a $120 million settlement charge related to the company's
      defined benefit pension plan for pilots (Pilot Plan).  This
      charge relates to the lump sum distributions under the Pilot
      Plan for 363 pilots who retired.  As a result of the lump
      sum distributions, Delta must accelerate the recognition of
      actuarial losses in accordance with SFAS 88(5);

   -- a $527 million gain related to the elimination of the    
      healthcare coverage subsidy for future retirees;

   -- a $123 million gain related to the sale of Delta's equity
      investment in Orbitz, Inc.; and

   -- a $114 million tax benefit from a reduction in the deferred
      tax asset allowance that resulted from the goodwill       
      impairment charge discussed above.

               December 2003 Quarter Unusual Items

In the December 2003 quarter, Delta recorded:

     (1) a settlement charge related to the Pilot Plan;

     (2) a charge associated with the sale of 11 B737-800
         aircraft;

     (3) a gain on the sale of certain equity investments;

     (4) a reduction to operating expenses from revised estimates
         of remaining costs associated with Delta's 2002 workforce
         reduction programs; and

     (5) a gain related to derivative and hedging activities
         accounted for under SFAS 133.

These items totaled a net charge of $120 million, net of tax.

               Consolidated Statements of Operations

The Company's Consolidated Statements of Operations for the three
and 12-month periods ended Dec. 31, 2004 and 2003 showed Delta's
net loss as reported under Generally Accepted Accounting
Principles in the United States -- GAAP, as well as net loss
excluding the unusual items described.  Delta believes this
information is helpful to investors to evaluate recurring
operational performance because:

     (1) the goodwill impairment charge is a one-time event;

     (2) the charges related to workforce reduction programs,
         pilot retirements and the sale of aircraft (in 2003), and
         the gains from changes in retiree healthcare benefits and
         sales of equity investments are not representative of
         recurring operations; and

     (3) the SFAS 133 charge in 2003 reflects volatility in
         earnings driven by changes in the market which are beyond
         the company's control.

Delta no longer excludes SFAS 133 charges due to the reduction in
our fuel hedge portfolio and other investments.

                          2005 Guidance

Delta estimates that its funding obligation in 2005 for its
defined benefit pension and defined contribution plans will be
approximately $400 million to $450 million.

Capital expenditures for March 2005 quarter are estimated to be
approximately $289 million, including approximately $147 million
for aircraft.  All of our regional jet aircraft deliveries in 2005
will be financed under existing agreements.  The remaining
mainline aircraft to be delivered in 2005 are scheduled to be sold
to a third party immediately upon delivery from the manufacturer
pursuant to a previously announced agreement.

                        About the Company

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

At Dec. 31, 2004, Delta Air's balance sheet showed a $5.8 billion
stockholders' deficit, compared to a $659 million deficit at
Dec. 31, 2003.


DELTA AIR: Transformation Plan Yields $2.3 Billion Savings in 2004
------------------------------------------------------------------
On Sept. 8, 2004, Delta outlined key elements of its
transformation plan, which is intended to deliver approximately
$5 billion in annual benefits by 2006 (as compared to 2002) while
also improving the service provided to its customers.

Delta's transformation plan includes these targeted annual
benefits:

      (in millions)                         2005          2006
----------------------------------        ------        ------
Profit Improvement Initiatives            $2,300        $2,300
Non-pilot operational improvements         1,075         1,600
Pilot cost reduction                         900         1,000
Other Benefits                               135           125
                                           ------        ------   
Total                                     $4,410        $5,025
                                           ======        ======  

By the end of 2004, Delta achieved $2.3 billion of benefits under
its Profit Improvement Initiatives, which began at the end of
2002.  Delta has identified, and has begun implementation of, key
initiatives to support the remaining $2.7 billion in targeted
benefits.  As a result, the company believes that it is on track
to deliver the remaining $2.7 billion in targeted benefits through
the implementation of these key initiatives:

   * Non-Pilot Employee Initiatives:

      (1) additional profit improvement initiatives to increase
          productivity and enhance technology;

      (2) an across-the-board, 10 percent pay reduction for
          executives, supervisory, administrative, and frontline
          employees that became effective Jan. 1, 2005;

      (3) increases to the shared cost of healthcare coverage;

      (4) the elimination of the healthcare coverage subsidy for
          employees who retire after Jan. 1, 2006; and

      (5) the elimination of 6,000 - 7,000 jobs by December 2005.
          Approximately 3,400 employees have elected to
          participate in voluntary workforce reduction programs,
          most of which will be completed by April 2005.

   * Hub Redesign -- Delta previously announced decisions to:

      (1) redesign its primary hub in Atlanta to a continuous,
          "un-banked" hub to increase capacity with the same
          number of aircraft, while reducing congestion and

      (2) dehub its Dallas/Ft. Worth operation and redeploy
          those assets to grow its hub operations in Atlanta,
          Cincinnati and Salt Lake City.  These initiatives call
          for more than 51% of Delta's network to be restructured
          by Jan. 31, 2005.  The company believes these
          initiatives will generate incremental benefits beginning
          in 2005.

   * Pilot Cost Reduction - Delta's new agreement with its pilots
     includes:

      (1) a 32.5 percent reduction to base pay rates on Dec. 1,
          2004 with no scheduled increases in base pay rates
          during the term of the agreement; and

      (2) benefit changes such as a 16 percent reduction in
          vacation pay, increased cost sharing of medical
          benefits, the amendment of the defined benefit pension
          plan to stop service accrual as of Dec. 31, 2004, and
          the establishment of a defined contribution pension plan
          as of Jan. 1, 2005.  The agreement becomes amendable on
          Dec. 31, 2009.

On Jan. 5, 2005, Delta announced the expansion of its
SimpliFares(TM) initiative within the 48 contiguous Unites States.  
SimpliFares is a fundamental change in Delta's pricing structure,
which supports the company's commitment to become a simpler and
more customer-focused airline.  SimpliFares reduced unrestricted
fares on some routes by as much as 50 percent.  Additionally, fare
categories have been simplified, are easier to understand and no
longer require a Saturday night stay.

As part of a company-wide initiative to make the customer
experience more comfortable and affordable, Delta recently began
to refurbish its aircraft to include brighter interiors and all-
leather seats; simplified its SkyMiles program elite
qualification; and reduced its ticket change fee.  Future plans
include improvements to the Company's website, Delta's onboard
food product and employee uniforms.

                        About the Company

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

At Dec. 31, 2004, Delta Air's balance sheet showed a $5.8 billion
stockholders' deficit, compared to a $659 million deficit at
Dec. 31, 2003.


DELTA FUNDING: S&P Junks Series 1999-2 & 1999-3 Class B Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from four transactions issued by Delta Funding Home Equity
Loan Trust.  At the same time, ratings are affirmed on the
remaining classes from the same issuer.

The lowered ratings reflect:

   (1) continued erosion of credit support (excess interest and
       overcollateralization) due to adverse collateral pool
       performance;

   (2) realized losses that have exceeded excess interest cash
       flow by an average of at least 1.70x in the most recent six
       months;

   (3) serious delinquencies (90-plus days, foreclosure, and REO)
       of 21.00% (series 1999-2), 22.12% (series 1999-3), 21.80%
       (series 2000-1), and 36.65% (series 2000-3); and

   (4) a consistent loss trend that is expected to continue based
       on the current levels of serious delinquencies.

Standard & Poor's reviewed the results of stressed cash flow runs
for the transactions and determined that the remaining credit
support for the classes were not consistent with the prior
ratings.  Standard & Poor's will continue to monitor the
performance of the transactions to ensure the assigned ratings
accurately reflect the risks associated with the securitizations.

As of the January 2005 remittance period, cumulative losses, as a
percentage of the original pool balance, were:

     -- Series 1999-2 (4.20%, $17,629,716)
     -- Series 1999-3 (4.53%, $31,684,871)
     -- Series 2000-1 (5.48%, $13,705,474)
     -- Series 2000-3 (5.50%, $10,992,670)

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies.

Credit support is provided by a combination of excess interest,
overcollateralization, and subordination.  With the exception of
series 1999-2, the senior certificates receive additional credit
support from a bond insurance policy provided by MBIA Insurance
Corp. ('AAA' financial strength rating).

Current credit enhancement (prior to giving credit to excess
spread) for the B classes with lowered ratings is as follows:

     -- Class B (series 1999-2): 1.25%
     -- Class B (series 1999-3): 1.23%
     -- Class B (series 2000-1): 2.52%
     -- Class B (series 2000-3): 5.04%

In all cases, the current support percentage is below their
original support levels.

The collateral consists of fixed- and adjustable-rate home equity
first and second lien loans secured by one- to four-family
residential properties.
   
                        Ratings Lowered
   
              Delta Funding Home Equity Loan Trust
                   Asset-Backed Certificates
   
                                    Rating
                Series   Class   To        From
                ------   -----   --        ----
                1999-2   B       CCC       B
                1999-3   B       CCC       BB+
                2000-1   B       B         BBB-
                2000-3   B       BB        BBB
   
                        Ratings Affirmed
   
              Delta Funding Home Equity Loan Trust
                   Asset-Backed Certificates
   
            Series    Class                  Rating
            ------    -----                  ------
            1999-2    A-1A,A-6F, A-7F        AAA
            1999-2    M-1                    AA
            1999-2    M-2                    A
            1999-3    *A-1F,*A-2F,*A-1A      AAA
            1999-3    M-1                    AA+
            1999-3    M-2                    A
            2000-1    *A-5F,*A-6F,*A-1A      AAA
            2000-1    M-1                    AA+
            2000-1    M-2                    A
            2000-3    *A-6F,*A-1A            AAA
            2000-3    M-1                    AA+
            2000-3    M-2                    A

* Denotes bond-insured transaction ratings that reflect the
  financial strength of their respective bond insurer.


DENBURY RESOURCES: Randy Stein Joins Board of Directors
-------------------------------------------------------
Denbury Resources, Inc., (NYSE:DNR) reported the appointment of
Randy Stein of Denver, Colorado, to its Board of Directors to fill
a prior vacancy until the May 2005 annual meeting, the last
remaining vacancy on its Board that the Board intends to fill.

Mr. Stein has 29 years of diversified management experience with
public and private companies, including 20 years with
PricewaterhouseCoopers LLP, formerly Coopers & Lybrand LLP, most
recently as principal in charge of the Denver tax practice until
his resignation in 2000.  Mr. Stein was also employed as an
executive officer of a Denver based independent oil and gas
company, and is currently a self employed business consultant.  
Mr. Stein served as audit committee chairman, co-chairman of the
nominating and governance committee, and a member of the
compensation committee of Westport Resources Corp., a Denver-based
public oil and gas company, from 2000 until they were acquired in
2004.

Mr. Stein is currently a board member and audit committee chairman
of Bill Barrett Corporation, an oil and gas company, and also
serves on the board and audit committee of Koala Corporation, both
Denver based public companies.

Ron Greene, Chairman of the Board, stated, "Mr. Stein brings
significant accounting, tax and financial expertise to our Board,
further strengthening our audit committee, where he will serve as
co-chairman.  Mr. Stein's extensive overall corporate governance
experience coupled with his direct management and public company
board governance experience in the oil and gas industry will serve
Denbury well as we move into our next stage of growth as a focused
and disciplined Company."

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing  
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2004,
Standard & Poor's Ratings Services affirms its 'BB-' corporate
credit rating on Denbury Resources, Inc., and revised its outlook
on the company to positive from stable.


DIRECTV GROUP: PanAmSat Interest Sale Cues Moody's to Up Ratings
----------------------------------------------------------------
Moody's Investors Service has upgraded the debt ratings for The
DIRECTV Group, Inc.'s 100% owned subsidiary DIRECTV Holdings LLC.

The DIRECTV ratings upgraded include:

   -- Senior implied ratings to Ba2 from Ba3;

   -- $1.012 billion senior secured term loan to Ba1 from Ba2;

   -- $250 million senior secured revolver to Ba1 from Ba2;

   -- $1.4 billion senior unsecured notes to Ba2 from B1;

   -- Issuer rating to Ba3 from B2.

This concludes the review initiated on April 20, 2004, following
DIRECTV Group's sale of its 80.5% stake in PanAmSat to a private
equity group led by Kohlberg Kravis Roberts & Co., for a total of
approximately $4.1 billion.

The upgrade reflects the improving operating performance under
DIRECTV Group's new management team and its increased focus on the
core satellite pay-TV business.  Management has simplified DTVG's
strategic focus by selling non-core assets, most of which have
been completed, and accordingly has generated substantial cash
balances for the DIRECTV Group.

The upgrade is also based on Moody's belief that cash on hand at
DIRECTV Group, which as of September 30, 2004, held $3.3 billion
in cash, will be used for maintaining strong liquidity, funding
share repurchases and dividends over the intermediate-term,
capital investment at DIRECTV Holdings, some minimal cash needs
for the recently restructured DIRECTV Latin America, and some debt
reduction which should positively affect credit metrics.

The upgrade also takes into account DIRECTV Holding's scale of
operations as the second largest pay-TV provider in the US and an
integral part of the global satellite platform for DIRECTV Group's
34% controlling shareholder, News Corporation.

While Moody's anticipates some de-levering at DIRECTV Holdings, it
also expects management to adhere to its stated intention to
allocate cash to the operating subsidiary for capital investment
to offer local-to-local service in additional markets, a broader
high definition service, more advanced customer premise equipment,
and additional exclusive programming, all intended to positively
impact churn and better position DIRECTV Holdings for increasing
competition.

With an estimated 14 million of owned and operated subscribers at
year-end 2004 and anticipated continued video subscriber growth
outpacing that of the cable industry, DIRECTV Holdings continues
to benefit from significant scale of operations which we expect to
drive healthy operating margins, limited programming cost
increases, and healthy free cash flow generation before the cost
of growing the subscriber base.  Subscriber acquisition cost
expense on a per subscriber basis is expected to increase in the
intermediate-term as the company aggressively grows subscribers
through increased subsidization of more costly home premise
equipment, higher marketing expenses and increased cost of sales
commissions.

Furthermore, we perceive last year's resolutions with the National
Rural Telecommunications Cooperative and Pegasus and the Company's
decision to acquire the most suitable National Rural affiliated
subscribers as credit positives, resolving long standing legal
issues and regional operational control.

By acquiring the subscribers, DIRECTV Holdings directly controls
access to the newly acquired subscribers, more easily markets and
sells advanced services to them and further leverages the DIRECTV
brand to potential customers in the related rural areas.  As a
result, in the acquired markets, we anticipate DIRECTV increasing
penetration, improving churn, and moderately raising ARPU from
this customer base.

The stable rating outlook incorporates Moody's expectation that
over the intermediate-term DIRECTV Holdings will experience
continued subscriber growth, offset by moderate growing annual
subscriber acquisition cost costs per sub, continued rapid
increases in subscriber retention expenses, and higher churn
rates.  We expect DIRECTV to finish this year at or near free-
cash-flow break even with improving prospects for next year.

The ratings reflect the moderate debt leverage and recently
improved credit metrics of the consolidated company, which are
generally stronger than metrics in the media industry Ba-rating
category.  However, Moody's remains concerned given our
expectation of an increasing competitive environment facing the
company in the intermediate to long-term period as RBOCs begin
selling video programming to their existing customers and cable
companies aggressively defend their subscriber base with three or
four-service bundled offerings.

Although we expect most of the RBOCs to initially focus on the
urban and sub-urban areas of their existing footprints and on the
more affluent segments of the market which represents only a
portion of DIRECTV Holding's footprint, nevertheless the inability
of DIRECTV to provide its own multi-bundled product leaves it very
susceptible to churn increases, subscriber erosion, ARPU
decreases, and significant increases in subscriber acquisition
cost and subscriber retention expenses which have been factored
into the rating.  

We expect retention costs to more than double over the
intermediate-term period, continuing the rising trend from 2003 to
2004.  Moody's concerns over the competitive disadvantages of the
pay-TV satellite industry, and the ability of the company to
defend its subscriber base from this competitive threat or a
material decline in its operating margins from price competition
and increased expenses, constrain further credit ratings
improvement.

The secured bank debt is secured by substantially all of the
domestic assets of DIRECTV Holding's and enjoys a guarantee from
all of DIRECTV's operating subsidiaries, which is the reason for
the higher notching above the senior implied.  Likewise, the
senior unsecured notes, which enjoy only a senior unsecured
guarantee from all domestic operating subsidiaries of DIRECTV are
not secured and therefore are subordinated to the bank debt and
are rated at the senior implied Ba2 level which requires less
notching between the most senior debt and that which is at the
second priority level.

The evidence of operating company guarantees for the secured and
senior unsecured debt results in the single-notched down Ba3 level
for the Issuer Rating as Issuer Ratings represent senior-unsecured
and un-guaranteed obligations.

Pro-forma for the acquisition of the National Rural
Telecommunications Cooperative affiliates, DIRECTV Holdings, has
approximately $3.3 billion of debt outstanding including the
impact of inter-company notes to DIRECTV Group.  We expect total
debt for DIRECTV to equal slightly under 2.5 times EBITDA by year-
end 2005 and just under 2.0 times EBITDA by year-end 2006,
comfortably within the company's existing covenants.

Moreover, total debt-to-free cash flow should fall to under 10
times by year-end 2006 as well.  The ratings also reflect
historically unpredictable operating performance, an intense level
of competition - currently with Echostar and the well-entrenched
cable companies, as well as increasingly with the RBOCs -- and
escalating programming costs.  As an important part of News
Corp.'s global satellite strategy, DTVG may strive for near-term
scale at the expense of free cash flow generation.

The DIRECTV Group, Inc. formerly Hughes Electronics Corporation,
headquartered in El Segundo, California, is a world-leading
provider of multi-channel television entertainment, and broadband
satellite networks and services.  The DIRECTV Group, Inc. is 34%
owned by Fox Entertainment Group, Inc., which is approximately 82%
owned by News Corporation.


EYI INDUSTRIES: Will Not Proceed with Vespa Power Acquisition
-------------------------------------------------------------
EYI Industries, Inc., (OTCBB:EYII) has decided not to proceed with
the acquisition of Vespa Power Products Limited.  As the result of
an extensive due diligence process, it was determined that the EYI
guidelines, established for an acceptable return on shareholder
investment, could not be met.

Dori O'Neill, Chief Operating Officer, states "We believe Vespa
products are of excellent quality.  However, the projected
acquisition costs and timeframes did not compliment and support
our EYI business plan."

EYI Industries, Inc., through its subsidiary Essentially Yours
Industries, Inc., markets world class nutritional supplements that
support healthy lifestyles.  Its early success was a result of the
formulation and sales of CALORAD(R), a liquid protein supplement
that has brought weight loss benefits to its customers.  More than
six million bottles of CALORAD(R) have been sold since EYI was
founded in 1995.  Their newest product, PROSOTEINE, is following
in the footsteps of CALORAD(R) and bringing to its customers the
benefits of a natural Energy drink.

As stated in its June 30, 2004, financial statement, EYI
Industries had negative working capital of approximately $15,000
and an accumulated deficit of approximately $3,700,000 incurred
through June 30, 2004.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  


FAB-KNIT LTD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fab-Knit, Ltd.
        dba Reebok Team Uniforms
        1415 North 14th Street
        Waco, Texas 76707

Bankruptcy Case No.: 05-60149

Type of Business: The Debtor designs and manufactures
                  quality athletic team clothing.  
                  See http://www.reebokteamuniforms.com/

Chapter 11 Petition Date: January 24, 2005

Court:  Western District of Texas (Waco)

Judge:  Chief Bankruptcy Judge Larry E. Kelly

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, Texas 78701
                  Tel: (512) 476-9103 Extension 220
                  Fax: (512) 476-9253

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
    ------                    ---------------       ------------
Royal Park Uniforms           Trade Debt                $364,013
14139 Highway 86 South
Prospect Hill, NC 27314

Joe-Anne                      Trade Debt                $180,024
147 West Cherry Street
Hicksville, NY 11801

Woolens, Victor               Trade Debt                $168,267
250 De La Station Street
Quebec, Canada GOM-2BO

NFL Europe                    Trade Debt                $149,958
208 Park Avenue, 14th Floor
New York, NY 10017

McComb Mills                  Trade Debt                $123,969
PO Box 2003
McComb, MS 39649

Gametime Fabrics              Trade Debt                $113,348
710 Chelmsford Street
Lowell, MA 01851

Ashraf, K.M.                  Trade Debt                 $72,043

Yarrington Mills              Trade Debt                 $70,945

Omnova Solutions              Trade Debt                 $64,676

ACI Financial, Inc.           Computer Hardware/         $57,683
                              Software

Adele Knits                   Trade Debt                 $30,067

Hole In None                  Trade Debt                 $22,805

Salt Group                    Trade Debt                 $17,753

Liebe Group                   Trade Debt                 $16,685

Coats American                Trade Debt                 $15,188

Thiele Tanning                Trade Debt                 $14,206

Kane-M                        Trade Debt                 $11,952

Firmin Business Forms         Trade Debt                 $11,588

NW Wollen Mills               Trade Debt                 $11,291

Polymark                      Trade Debt                 $10,065


FIBERMARK INC: Moving Forward with Plan Following Creditors' Pact
-----------------------------------------------------------------
FiberMark, Inc., (OTC Bulletin Board: FMKIQ) reported that as a
result of direct discussions among several members of the
Creditors Committee and the company's advisors, an agreement in
principle has been reached regarding certain corporate governance
issues.  Subject to documentation of the agreement, the company
expects to move forward to seek confirmation of the current Plan
of Reorganization on a new schedule to be requested from the
Bankruptcy Court at the January 27 hearing.

As reported in the Troubled Company Reporter on Jan. 19, 2005,
FiberMark advises the U.S. Bankruptcy Court for the District of
Vermont that disagreements among bondholder members of the
company's Creditors Committee as to a number of corporate
governance issues could result in a rejection of the Plan by the
company's bondholders.  Although the Creditors Committee had
agreed to support the Plan of Reorganization filed on Dec. 17, its
bondholder members have been unable to reach a consensus regarding
certain implementation documents, primarily related to corporate
governance, which must be filed in advance of the confirmation
hearing and must be approved prior to the Plan's effective date.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.  
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FIRST VIRTUAL: Section 341(a) Meeting Slated for Feb. 22
--------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
First Virtual Communications, Inc., and its debtor-affiliate's
creditors at 10:00 a.m., on Feb. 22, 2005, at 235 Pine Street,
Suite 700 in San Francisco, California.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FLOW INT'L: Equity Deficit Narrows to $9,061,000 at October 31
--------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOWE), reported results
for its fiscal 2005 second quarter ended Oct. 31, 2004.   On a
consolidated basis, FLOW reported quarterly sales of $55.5 million
and a net loss of $275,000 or $0.02 diluted loss per share.  For
comparison, in the fiscal 2004 second quarter the Company reported
revenues of $43.7 million and a net loss of $1.9 million or
$0.13 diluted loss per share, as restated, which included
restructuring charges of $857,000.  As previously announced, the
Company has reviewed and reconciled certain historical
inter-company transactions and made other corrections for the
fiscal years ended Apr 30, 2004, 2003 and 2002, and all historical
financial information for periods prior to Apr 30, 2004 discussed
herein has been restated to reflect the impact of such
corrections.

"Even as we are putting the final touches on our restructuring
efforts, we posted another strong quarter of growth and cash
generation," said Stephen R. Light, FLOW's President and Chief
Executive Officer.  "We have largely succeeded in accordance with
the aggressive restructuring plan we laid out two years ago, which
was intended to revive this company and return it to operational
and financial health, based on a solid and well-capitalized core
business.  Now we look forward to the next stage of growth for our
company, in which we intend to extricate ourselves from a weighty
burden of debt obligations, return to profitability and deliver
genuine shareholder value."

For the six months ended Oct 31, 2004, FLOW reported sales of
$104.4 million and a net loss of $2.6 million or $0.17 diluted
loss per share.  In comparison, for the six months ended Oct 31,
2003, revenues were $80.9 million and the net loss amounted to
$7.6 million or $0.50 diluted loss per share, as restated, which
included restructuring charges of $1.2 million.

The second quarter Form 10-Q, which the Company filed on January
10, 2005 was late, from its due date of December 15, 2004.  The
delayed filing was the result of the restatement of historical
financial statements.  On Dec 20, 2004, the Company filed an
amended Form 10-K/A for the year ended Apr 30, 2004, followed by
the filing of its Form 10-Q for the fiscal 2005 first quarter on
Dec 29, 2004.  Subsequent quarterly reports will reflect restated
historical financial statements for comparable fiscal 2004 interim
periods.  The restatements include corrections to the Company's
Consolidated Statements of Operations resulting from the
completion of reconciliations of historical inter-company account
balances and review of treatment of foreign currency gains and
losses on inter-company balances.  The amended Form 10-K/A
reflects foreign currency adjustments in Other Income (Expense),
net, as well as correction of entries originally recorded as
foreign currency revaluation that should have been recorded to
Cost of Sales and Provision for Income Taxes in the Consolidated
Statement of Operations.  Finally, a correction in the value
ascribed to the warrants issued to our subordinated lender in May
2001 has resulted in a reduction in interest expense, net.  
Appropriate tax provision entries were also made.  Accordingly,
financial statements filed prior to the amended Form 10-K/A and
other communications related to the periods covered by the
restatements should no longer be relied upon.

                        Financial Guidance

In conjunction with a potential PIPE or other equity transaction,
the Company is providing selected financial guidance for the
remainder of fiscal 2005.  The Company currently expects revenues
for the full fiscal 2005 to be between $201 million and
$212 million.

                        About the Company

FLOW -- http://www.flowcorp.com/-- provides total system  
solutions for various industries, including automotive, aerospace,
paper, job shop, surface preparation, and food production.

As of October 31,2004, Flow International's stockholders' deficit
is at $9,061,000 compared to a deficit $9,552,000 at
April 30, 2004.


FORT HILL: Judge Feeney Confirms Second Amended Joint Plan
----------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts confirmed the Second Amended and
Restated Joint Plan of Reorganization filed by Fort Hill Square
Associates and its debtor-affiliate on Dec. 23, 2004.

Judge Feeney determined that the Plan:

     * properly classifies the claims,

     * specifies the unimpaired classes of claims,

     * specifies the treatment of unimpaired classes of claims,

     * provides for the same treatment of each claim in each
       class,

     * provides adequate and proper means for its
       implementation,

     * is not inconsistent with applicable provisions of the
       Bankruptcy Code,

     * complies with applicable provisions of the Bankruptcy
       Code,

     * was proposed in good-faith,

     * provides for the payment for services or costs and
       expenses in connection with the Debtors Chapter 11 cases,

     * provides for the proper treatment of administrative and
       tax claims pursuant to the requirements of Section
       1129((a)(9) of the Bankruptcy Code,

     * is feasible,

     * calls for the payment of fees payable under Section 1930
       of the Judiciary Procedures Code,

     * does not alter retiree benefits,

     * is fair and equitable, and

     * does not call for the avoidance of taxes or the
       application of Section 5 of the Securities Act of 1933.

                     About the Plan

The Plan intends to recapitalize the Companies' debt and equity in
a structured environment and it does not consolidate the Debtors'
estates.  Any claim held against a particular Debtor will be
satisfied solely from the cash and assets of that Debtor.

Don Chiofaro, President and Treasurer of Fort Hill, discloses that
Fort Hill's entered into a new senior debt financing with
Prudential Real Estate Investors and other third parties.  A
$701 million financing will fund the chapter 11 Plan and provide
the Reorganized Debtors with working capital.

The Debtors' largest secured creditor is IP Company.  The Plan
proposes to satisfy the Debtors' obligations to IP Company --
amounting to $650 million -- using the cash coming from Prudential
and another third party.  The Plan delivers two New Notes to IP
Property in full satisfaction of its secured claim:

     * a First Payment Note in the amount of $421,000,000,
       bearing interest at 5% per year, and maturing in very
       short order; and

     * a Second Payment Note in the amount of $230,830,000,
       bearing interest at 8% per year and maturing in five
       years.

Under the terms of the Plan:

     * administrative claims
     * priority tax claims
     * miscellaneous secured claims
     * Boston Funding acquired claims

will be paid in full on the latter of the Effective Date or when
the claim becomes allowed.

General Unsecured creditors who voted for the Plan will receive
payment of their allowed claims on the Effective date and will
receive a new contract to provide goods and services that were
provided prior to the confirmation date for a term of three years.

Original equity interest holders will receive an interest in the
Reorganized Debtors proportional to their interests in the
original equity.

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet.  The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No.
04-13855).  Alex M. Rodolakis, Esq., at Hanify & King represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed both
estimated assets and debts of over $100 million.


GALESBURG COTTAGE: Moody's Withdraws Ba1 Ratings on $23M Debt
------------------------------------------------------------
Moody's has withdrawn the Ba1 ratings on Galesburg Cottage
Hospital's bonds, affecting approximately $23 million of Series
1992 and 2000 bonds.  The withdrawal follows the acquisition of
Galesburg Cottage Hospital by for-profit Community Health Systems
and the defeasance of the outstanding Series 1992 and 2000 bonds.


IESI CORP: Completes 10-1/4% Senior Debt Tender Offer
-----------------------------------------------------
IESI Corporation has successfully completed its previously
announced tender offer and consent solicitation for its 10-1/4%
Senior Subordinated Notes due 2012.  The tender offer and consent
solicitation expired as scheduled at 9:00 a.m., New York City
time, on Jan. 21, 2005.

IESI received valid tenders and consents from holders of Notes
representing 100% of the $150 million outstanding aggregate
principal amount of the Notes, all of which have been accepted for
payment by the Company.  Payment for the Notes was made on
Jan. 21, 2005, in an amount equal to $1,187.87 for each $1,000
principal amount of Notes validly tendered.  The total
consideration included a consent payment of $20.00 for each $1,000
principal amount of Notes.

Credit Suisse First Boston LLC acted as the dealer manager and
solicitation agent for the tender offer and the consent
solicitation.

                        About the Company

IESI is one of the leading regional, non-hazardous solid waste
management companies in the United States and has grown rapidly
through a combination of strategic acquisitions and internal
growth. IESI provides collection, transfer, disposal and recycling
services to 272 communities, including more than 560,000
residential customers and 56,000 commercial and industrial
customers, in nine states.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,  
Standard & Poor's Ratings Services raised its ratings on waste  
management company IESI Corp. to 'BB' from 'B+' following a review  
of the proposed purchase of IESI by BFI Canada Income Fund (the  
fund).  Standard & Poor's also assigned its 'BB' senior secured  
debt rating to the company's proposed US$375 million senior  
secured credit facilities, and a recovery rating of '2' to the  
facilities, indicating a substantial recovery of principal (80%-  
100%) in a post-default scenario.  At the same time, the ratings  
were removed from CreditWatch where they were placed  
Nov. 30, 2004.  The outlook is currently stable.


INFOWAVE SOFTWARE: Raises C$5.45M Through Corporate Reorganization
------------------------------------------------------------------
Infowave Software, Inc. (TSX:IW), reported that the corporate
reorganization involving Infowave and 0698500 B.C. Ltd., the
Investor, which was previously announced on November 19, 2004, has
been completed.

Under the Reorganization, pursuant to a plan of arrangement
involving Infowave and a new company -- Newco, holders of Infowave
shares, warrants and options received shares, warrants and options
of Newco in exchange for their Infowave securities on a
one-for-one basis, resulting in Infowave becoming a wholly owned
subsidiary of Newco. Following the First Arrangement, Infowave
transferred all of its assets to Newco.  After the transfer of
assets, the Investor acquired a majority equity interest in
Infowave by paying Cdn$5.45 million to Newco for the Infowave
shares held by Newco.

Newco, under the name "Infowave Software, Inc.", will continue to
carry on the mobile software business carried on by Infowave prior
to the Reorganization, but will have the benefit of the additional
Cdn$5.45 million in non-dilutive capital.  The board and
management of Infowave will continue in the same capacity with
Newco.

"This transaction represents a real win for Infowave and its
shareholders," said Jerry Meerkatz, Infowave's President and CEO.
"Industry analysts and Infowave's strategic partners are excited
regarding the prospects for the mobile software industry in 2005.
By raising Cdn$5.45 million in non-dilutive capital for our mobile
software business, Infowave is now strongly funded and well
positioned to capitalize on our market opportunity."

Following completion of these transactions under a second plan of
arrangement, which will become effective January 28, 2005, shares
of another new corporation, called Coopers Park Real Estate
Corporation, are to be distributed to the shareholders of Newco
(now called Infowave Software, Inc.).  As a result, shareholders
of Infowave will receive a controlling voting interest and a
minority equity interest in Coopers Park.

Coopers Park has made application to the TSX Venture Exchange to
list its voting shares on this exchange, but this application has
not yet been accepted by the Exchange.  Unless the application is
accepted there may not be a published market for the shares.   
Certificates representing the voting shares of Coopers Park are to
be distributed to the shareholders of Infowave entitled thereto
shortly after January 28, 2005.

The first plan of arrangement was approved by a majority of the
securityholders of Infowave at a meeting of such securityholders,
and the second plan of arrangement was approved by a majority of
the shareholders of Infowave at a subsequent meeting of
shareholders.

Coopers Park has entered into an agreement with Concord Pacific
Group, Inc., to purchase sites at Concord Pacific Place in
Vancouver, B.C. upon which three residential condominium buildings
(containing a total of 309 residential condominium units) are to
be constructed.  The purchase of these sites was approved by the
shareholders of Infowave (now also the shareholders of Coopers
Park) at the meeting of shareholders of Infowave held on
January 17, 2005.  Marketing of the condominium units and
construction of the buildings is expected to commence in mid 2005
and the buildings are expected to be completed in mid 2007.

Terence Hui of Vancouver, B.C. is the president and chief
executive officer of Coopers Park and the indirect owner of a
minority voting interest and a majority equity interest in Coopers
Park.  Mr. Hui is also the president and chief executive officer
of Concord Pacific Group, Inc.

                         About Infowave

Infowave, Inc., (TSX:IW) provides enterprises with scalable and
robust mobile solutions for improving operational efficiency and
increasing the productivity of mobile workers.  Infowave's
configurable enterprise mobile application (EMA) suite, Telispark
Mobile Enterprise, is designed to streamline and integrate
business operations required by mobile workers. Infowave mobile
solutions are sold directly and indirectly through
telecommunications carriers, independent software vendors and
systems integrator partners.  Some of the world's most innovative
organizations, including Hydro One, Shell Oil, Unilever and the
U.S.  Navy use Infowave solutions to increase the efficiency of
their large mobile workforces.  For more information, please email
info@infowave.com or visit http://www.infowave.com/

                         *     *     *

                      Going Concern Doubt

In its Form 10-K for the fiscal year ended December 31, 2003,
filed with the Securities and Exchange Commission, the Auditor's
report on the Company's 2003 consolidated financial statements
includes additional comments for U.S. readers that states that
conditions and events exist that cast substantial doubt about the
Company's liability to continue as a going concern.  The Company
said it is not currently profitable and has incurred operating
losses from continuing operations (calculated in accordance with
Canadian Generally Accepted Accounting Principles) of $5,797,515,
$9,763,740 and $19,413,246 for the years ended December 31, 2003,
2002 and 2001 respectively.

These losses have continued in 2004.  For the nine-month period
ending Sept. 30, 2004, Infowave reported a $8,390,753 net loss.
Equity investments have funded these losses.


INNOVATIVE WATER: Inks Strategic Pact with SC Stormont
------------------------------------------------------
Innovative Water and Sewer Systems, Inc., (TSX-V:IWSI) disclosed
an agreement with SC Stormont, Inc., under which Stormont will
provide executive and strategic direction to IWSSI.  Stormont is a
management company majority owned by Rod Bryden.  Mr. Bryden will
join the Board of IWSSI.

IWSSI designs and installs waste water management systems
utilizing patented solid and liquid waste collection and treatment
systems.  For many communities the system can provide community
sewer and water systems with superior performance at approximately
half the cost of traditional methods.

IWSSI systems have been in operation in Ontario communities since
1988 are approved by the Ontario Ministry of the Environment and
meet the 10 State Standards in the United States.  IWSSI plans a
marketing and sales program during 2005, which will position The
Company to realize a significant part of the investment in water
and sewage facilities by communities within and outside Ontario.

Mr. Richard Connelly, founder of The Company welcomed the Stormont
agreement and additions to the Board and the management team.  
"Many years of effort and millions of dollars of investment have
resulted in a system that we are confident presents a superior
choice for many communities.  My colleagues and I on the Board
believe that the actions we are announcing...are key steps in
positioning The Company to achieve significant market share in
what will be a very large and long term program of investment in
this key aspect of community infrastructure", he said.

Stormont has agreed to purchase from five founding shareholders
options to buy up to five million shares of The Company during the
period ending June 30, 2007.  With respect to 2,500,000 of these
shares the option price will be set at the price per share of The
Company's next sale of shares from treasury.  The price of the
remaining shares under this option is set at 60% above that issue
price.  Subject to approval by a majority of disinterested
shareholders, Mr. Connelly has been granted 800,000 options at the
current market price of $.41 by the Board of Directors of IWSSI in
consideration for his resignation as President and CEO.  This
grant further recognizes Mr. Connelly's acceptance of his roles in
IWSSI and RW Connelly Associates, Inc.  Currently, a total of
21,725,888 shares are outstanding on a fully diluted basis.

IWSSI -- http://www.iwssi.com/-- provides high quality,  
innovative solutions for water and wastewater management bringing
environmental, social, and economic benefits to communities.  
IWSSI designs, constructs, operates and finances infrastructure
projects, utilizing its' state-of-the-art small diameter gravity
sewer concept, patented as Small Bore Sewer(TM) technology.
IWSSI's water and wastewater solutions, which use advanced
processes and materials, provide measurable benefits such as:
environmentally superior water and wastewater management, dramatic
project cost reductions, minimal community disruption with no
detours or road closures, easy operation and maintenance, and
long-term reliability.  IWSSI is uniquely positioned to take
advantage of the market in North America for rural communal water
and wastewater facilities.  In Ontario alone there are more than
500,000 septic systems.  At least forty percent of these systems
are failing and jeopardizing the environment.  IWSSI is committed
to maximizing long-term value to governments and taxpayers,
through public private partnerships and utility models.

                      Going Concern Doubt

Included in the Quartery Financial Report ended June 30, 2004 of
Innovative Water & Sewer Systems, Inc:

"These consolidated financial statements have been prepared on the
basis of accounting principles applicable to a going concern,
which assumes that the Company will realize the carrying value of
its assets and satisfy its obligations as they become due in the
normal course of operations.  The Company has incurred a loss of
$376,228 for the six months ended June 30, 2004 and has had losses
during the last three years.  In addition, the Company generated
negative cash flow from operations of $390,112 for the six months
ended June 30, 2004 and has accumulated losses of $3,403,018 as of
June 30, 2004.

The Company's management has focused on sales growth of its
communal water and wastewater systems, which involve initial
design contracts possibly leading to full design/build contracts.
Currently, the Company has a number of design contracts and is in
the pursuit of a number of design/build contracts.  The Company's
revenue has not yet reached a level sufficient to finance current
operating expenses due to the time delays and risks associated
with customers obtaining project financing, as well as the
required approvals on design/build contracts.

All of these factors raise doubt about the Company's ability to
continue as a going concern.  Management's plans to address these
issues include executing on existing customer contracts,
continuing to grow revenue through new design/build contracts,
minimizing operating expenses and consideration of obtaining
additional equity financing.  The Company's ability o continue as
a going concern is subject to management's ability to successfully
implement these plans.  Failure to implement these plans could
have a material adverse effect on the Company's position and
results of operations and may result in ceasing operations.  The
consolidated financial statements do not include adjustments that
may be required if the assets are not realized and the liabilities
settled in the normal course of operations."


INNOVATIVE WATER: Names Bruce Linton President & CEO
----------------------------------------------------
Innovative Water and Sewer Systems, Inc., (TSX-V:IWSI) reported
the appointment of Bruce Linton to the position of President and
Chief Executive Officer.  Richard Connelly, founder of The
Company, will resign as President and CEO to become Chairman and
Chief Technology Officer of IWSSI and continue as President of
R.W.Connelly Associates, Inc., a wholly owned subsidiary of The
Company which delivers engineering services and conducts Research
and Development for The Company.   Mr. Linton is a Vice President
of Stormont, and brings to his responsibilities as CEO of IWSSI
more than 10 years of senior executive experience in technology
based companies, including Crosskeys Systems Corp., webHancer Inc.
and ComputerLand.ca, a division of NexInnovations, Inc.  Mr. Stan
Kurylowicz will continue as Chief Operating Officer of IWSSI.

"I am delighted to have this opportunity and very confident in our
prospects for success", Mr. Linton commented. "During the past few
months Municipal and Rural Infrastructure Funds with total capital
of more than $1.3 billion have been announced for investment by
Federal, Provincial and local governments in communities across
Canada.  The IWSSI system provides a proven, safe and cost
effective solution to the issues facing many of these
communities", he said.

IWSSI -- http://www.iwssi.com/-- provides high quality,  
innovative solutions for water and wastewater management bringing
environmental, social, and economic benefits to communities.  
IWSSI designs, constructs, operates and finances infrastructure
projects, utilizing its' state-of-the-art small diameter gravity
sewer concept, patented as Small Bore Sewer(TM) technology.
IWSSI's water and wastewater solutions, which use advanced
processes and materials, provide measurable benefits such as:
environmentally superior water and wastewater management, dramatic
project cost reductions, minimal community disruption with no
detours or road closures, easy operation and maintenance, and
long-term reliability.  IWSSI is uniquely positioned to take
advantage of the market in North America for rural communal water
and wastewater facilities.  In Ontario alone there are more than
500,000 septic systems.  At least forty percent of these systems
are failing and jeopardizing the environment.  IWSSI is committed
to maximizing long-term value to governments and taxpayers,
through public private partnerships and utility models.

                         *     *     *

Included in the Quartery Financial Report ended June 30, 2004 of
Innovative Water & Sewer Systems, Inc:

"These consolidated financial statements have been prepared on the
basis of accounting principles applicable to a going concern,
which assumes that the Company will realize the carrying value of
its assets and satisfy its obligations as they become due in the
normal course of operations.  The Company has incurred a loss of
$376,228 for the six months ended June 30, 2004 and has had losses
during the last three years.  In addition, the Company generated
negative cash flow from operations of $390,112 for the six months
ended June 30, 2004 and has accumulated losses of $3,403,018 as of
June 30, 2004.

The Company's management has focused on sales growth of its
communal water and wastewater systems, which involve initial
design contracts possibly leading to full design/build contracts.
Currently, the Company has a number of design contracts and is in
the pursuit of a number of design/build contracts.  The Company's
revenue has not yet reached a level sufficient to finance current
operating expenses due to the time delays and risks associated
with customers obtaining project financing, as well as the
required approvals on design/build contracts.

All of these factors raise doubt about the Company's ability to
continue as a going concern.  Management's plans to address these
issues include executing on existing customer contracts,
continuing to grow revenue through new design/build contracts,
minimizing operating expenses and consideration of obtaining
additional equity financing.  The Company's ability o continue as
a going concern is subject to management's ability to successfully
implement these plans.  Failure to implement these plans could
have a material adverse effect on the Company's position and
results of operations and may result in ceasing operations.  The
consolidated financial statements do not include adjustments that
may be required if the assets are not realized and the liabilities
settled in the normal course of operations."


INDEPENDENCE I: Moody's Junks $15 Million Class C Notes
-------------------------------------------------------
Moody's Investors Service took these rating actions on the Class
A, Class B and Class C Notes issued by Independence I CDO, Ltd.:

   * the Class A Notes were placed on watch for possible
     downgrade,

   * the Class B Notes were downgraded from Aa3 on watch for
     possible downgrade to Baa3 on watch for possible downgrade;
     and

   * the Class C Notes were downgraded from Ba3 on watch for
     possible downgrade to Caa3 on watch for possible downgrade.

According to Moody's, the current action reflects a concern about
the credit quality of the collateral pool which has significant
exposure to securities with speculative-grade ratings, as noted in
the latest monthly deal surveillance reports.  The transaction is
in violation of the Moody's rating factor test (1658 vs. 450
maximum) and is failing the Class A/B Overcollateralization Test
(97.771% vs. 105.75%) and the Class C Overcollateralization Test
(92.26% vs. 101.5%).  Owing to the decline in credit quality, the
ratings assigned to the Notes prior to the ratings actions taken
today are no longer consistent with the credit risk posed to
investors.

Tranche Descriptions:

Issuer: Independence I CDO, Ltd.

Tranche description: U.S. $223,500,000 Class A First Priority
                     Senior Secured Floating Rate Notes Due 2030

Prior Rating:        Aaa

Current Rating:      Aaa (Watchlist for Downgrade)

Tranche description: U.S. $50,000,000 Class B Second Priority
                     Senior Secured Floating Rate Notes Due 2035

Prior Rating:        Aa3

Current Rating:      Baa3 (Watchlist for Downgrade)

Tranche description: U.S. $15,000,000 Class C Mezzanine Secured
                     Floating Rate Notes Due 2035

Prior Rating:        Ba3 (Watchlist for Downgrade)

Current Rating:      Caa3 (Watchlist for Downgrade)


INTERLIANT INC: Court Delays Closing of Chapter 11 Cases
--------------------------------------------------------
Interliant, Inc., (n/k/a I Successor Corp) and its
debtor-affiliates sought and obtained an order from the United
States Bankruptcy Court for the Southern District of New York
delaying the entry of a final decree closing the Debtors' chapter
11 cases until May 17, 2005.

The Debtors says the delay will ensure them a full opportunity to:

   -- continue to prosecute or resolve its pending claims
      objections;

   -- initiate new claims objections, if necessary; and

   -- marshal and distribute the assets of the estates for the
      benefit of creditors.

The Debtors are hopeful that they will be in a position to seek
entry of a final decree by May 17.

The Debtors said the delay will help ensure that distributions are
made under the Plan only to legitimate creditors in the right
amount.

Headquartered in Purchase, New York, Interliant, Inc., is a
provider of Web site and application hosting, consulting services,
and programming and hardware design to support the information
technologies infrastructure of its customers.  The Company filed
for chapter 11 protection on August 5, 2002 (Bankr. S.D.N.Y. Case
No. 02-23150).  Cathy Hershcopf, Esq., and James A. Beldner, Esq.,
at Kronish Lieb Weiner & Hellman, LLP, represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $69,785,979 in assets and
$151,121,417 in debts.  The Court confirmed the Debtors' Third
Amended Plan of Liquidation on March 12, 2004, allowing the
company to emerge from bankruptcy on Sept. 30, 2004.


JAG MEDIA: Annual Stockholders' Meeting Scheduled for Feb. 24
-------------------------------------------------------------
The Annual Meeting of Stockholders of JAG Media Holdings, Inc.,
will be held on Thursday, February 24, 2005, at 10:00 a.m. PST, in
the law offices of Jones Vargas located on the Twelfth Floor of
100 West Liberty Street in Reno, Nevada, for these purposes:

   (1) to elect two directors to serve for the ensuing year;

   (2) to consider and act upon a proposal to ratify the selection
       of J.H. Cohn LLP as the Company's independent accountants
       for 2005;

   (3) to consider and act upon a proposal to amend Article Fourth
       of the Company's Articles of Incorporation to remove
       "custody only" trading of the shares of the Company's
       common stock; and

   (4) to transact other business as may properly come before the
       meeting, or any adjournment thereof.

The close of business on Friday, January 7, 2005, has been fixed
as the record date for determining the stockholders entitled to
notice of, and to vote at, the Annual Meeting.  Only holders of
record of common stock of the Company at that date are entitled to
vote at the Annual Meeting or any adjournments thereof.

JAG Media Holdings, Inc., is a provider of Internet-based equities
research and financial information that offers its subscribers a
variety of stock market research, news, commentary and analysis,
including "JAG Notes", the Company's flagship early morning
consolidated research product. Through the Company's wholly-owned
subsidiary TComm (UK) Limited, the Company also provides various
video streaming software solutions for organizations and
individuals.  The Company's websites are located at
http://www.jagnotes.com/,http://www.tcomm.co.uk/and  
http://www.tcomm.tv/

                         *     *     *

Jag Media Holdings Inc.'s 2004 Annual Report stated that the
Company only generated revenues of approximately $253,000 and
$386,000 and it incurred net losses of approximately $2,006,000
and $2,579,000 and cash flow deficiencies from operating
activities of approximately $1,700,000 and $2,273,000 for the year
ended July 31, 2004 and 2003, respectively.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


JOSEPH G. ROCHE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph G. Roche and Genievieve M. Roche
        dba Roche Carneros Estate Winery
        dba Roche Winery
        dba Roche Winery & Vineyards
        dba Domaine Roche
        dba Roche Carneros Estate
        dba Tolay Creek Cellars
        dba Tolay Creek Winery
        dba Carneros Wine Merchants
        dba Carneros Wine Trading Company
        28700 Arnold Drive
        Sonoma, California 95476

Bankruptcy Case No.: 05-10082

Type of Business: The Debtor operates a winery.
                  See http://www.rochewinery.com/

Chapter 11 Petition Date: January 18, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Christopher G. Costin, Esq.
                  Beyers, Costin and Case
                  917 College Avenue
                  P.O. Box 878
                  Santa Rosa, CA 95402
                  Tel: 707-545-0142

                        -- and --

                  Paul M. Jamond, Esq.
                  Law Offices of Paul M. Jamond
                  815 5th Street, #200
                  Santa Rosa, CA 95404
                  Tel: 707-526-4550

Total Assets: $52,082,652

Total Debts:  $12,939,135

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bob & Cari Koch                            $574,496
1169 Santolina Drive
Novato, CA 94945

Sonoma Creek Land & Farming                 $89,508
23355 Millerick Road
Sonoma, CA 95476

Andersen & Company LLP                      $67,355
110 Stony Point Road Suite 210
Santa Rosa, CA 95401

T. E. Baily MD                              $50,000

Calplans Premium Vineyard                   $47,950

ILS, Inc.                                   $39,993

Paul Pelosi                                 $27,198

Bartolomei Brothers Vineyard                $26,276

State Bd. of Equalization, State            $20,458
of Calif.

Larson Vineyard                             $13,266

Ricci Vineyard                              $11,564

Republic Indemnity                          $10,445

Tonnellerie Nadalie                         $10,000

Bernie Dalton                                $9,889

Gordon Graphics                              $7,956

Boswell Company                              $6,405

Gary, Donald                                 $5,848

Barbara Lindblom                             $5,696

Aero Packing                                 $5,596

Rich Xiberta                                 $5,543


LONE STAR: Posts $34.0 Million Net Income for 2004 4th Quarter
--------------------------------------------------------------
Lone Star Technologies, Inc., (NYSE: LSS) reported record net
income for the fourth quarter of 2004 of $34.0 million, or $1.15
per diluted share.  This compared to net income for the third
quarter of 2004 of $26.8 million, or $0.91 per diluted share.  
Record net income for the year ended December 31, 2004, was
$101.0 million, or $3.46 per diluted share.

The increase in the company's fourth quarter net income was
attributable to a moderation in steel cost increases combined with
the benefit of lower raw material inventory quantities compared to
the third quarter.  Average steel costs were up approximately 7%
from the third quarter of 2004, compared to an average steel cost
increase of approximately 19% in the third quarter over the second
quarter.  Accordingly, the negative impact on earnings from Lone
Star's use of the LIFO (Last In First Out) method of accounting
for inventories versus accounting for its inventory under the FIFO
(First In First Out) method utilized by other oilfield service and
supply companies moderated to approximately $3.2 million during
the fourth quarter of 2004.  Average steel costs increased 111% in
the fourth quarter of 2004 over the same period in 2003.  Lone
Star estimates that had it accounted for its inventory under the
FIFO method, earnings for the year ended December 31, 2004 would
have been $161.9 million, or $5.54 per diluted share.

Total revenues were $268.6 million in the fourth quarter of 2004,
down 1% from the third quarter of 2004.  Oilfield revenues
increased 5% from the third quarter of 2004 to $198.1 million on a
5% rise in average selling prices combined with unchanged shipment
volumes.

Fourth quarter 2004 revenues from specialty tubing decreased 11%
from the third quarter of 2004 to $46.8 million on 15% lower
shipment volumes, which was partially offset by 5% higher average
selling prices.  Shipment volumes declined due to seasonally lower
fourth quarter demand from automotive and original equipment
manufacturers.  Revenues from flat rolled steel and other products
were down 23% to $23.7 million on 24% lower shipment volumes.    
While Lone Star maintained slightly higher average flat rolled
steel selling prices as compared to the third quarter, shipment
volumes were down in the fourth quarter due to increased
availability of flat rolled steel from other suppliers in its
regional markets.

At December 31, 2004, Lone Star had $89.3 million of cash and
marketable securities in addition to an unused $125 million
revolving credit facility.  Earnings before interest, taxes,
depreciation and amortization (EBITDA) were $46.1 million in the
fourth quarter of 2004 and $147.2 million for the year ended
December 31, 2004.  

EBITDA is a non-GAAP liquidity measure commonly used by oilfield
service and supply companies.

Rhys J. Best, Lone Star's Chairman and Chief Executive Officer,
stated, "We are pleased with our record results, which reflect
continued robust demand for our premium oilfield products.  The
yield and productivity initiatives that we implemented in the
third quarter also contributed to our improved quarterly and
year-end performance.  Looking ahead, we anticipate continued
strong demand for our tubular products and related services and
believe that demand for large diameter alloy-grade OCTG could also
begin to improve by the middle of the year."

Lone Star Technologies, Inc.'s principal operating subsidiaries
manufacture, market and provide custom services related to
oilfield casing, tubing, couplings, and line pipe, specialty
tubing products used in a variety of applications, and flat rolled
steel and other tubular products.
    
                         *     *     *

As reported on the Troubled Company Reporter on Oct. 28, 2003,
Standard & Poor's Ratings Services lowered its corporate credit
rating ratings on oil country tubular good manufacturer Lone Star
Technologies Inc. to 'B+/Stable/--' from 'BB-/Stable/--' and
subordinated debt rating to 'B-' from 'B'.


MIRANT CORP: Plan's Classification of Claims & Equity Interests
---------------------------------------------------------------
The Plan of Reorganization proposed by Mirant Corporation and its
debtor-affiliates provides for the classification of claims and
equity interests in accordance with Section 1122 of the Bankruptcy
Code.  Section 1122(a) permits a plan to place a claim or an
interest in a particular class only if the claim or interest is
substantially similar to the other claims or interests in that
class.

Pursuant to Section 1123(a)(1), Administrative Claims and Priority
Tax Claims have not been classified and the holders of these
Claims are not entitled to vote to accept or reject the Plan.

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
N/A    Administrative Claims    Holders of Allowed Claims will
                                 receive:

        Cost of the Chapter 11   (a) the Allowed Claim amount in
        proceedings for the          one Cash Payment; or
        Debtors and expenses of
        operation including,     (b) a different treatment agreed
        fee claims,                  by the parties in writing.
        postpetition claims,
        DIP claims, assumed      Administrative Claims
        executory contracts      representing liability incurred
        and leases obligations,  in the ordinary course of
        and any outstanding      business may be paid at the
        statutory fees.          Debtors' election in the
                                 ordinary course of business.

                                 100% estimated recovery

N/A    Priority Tax Claims      Holders will receive:

        Claims entitled to       (a) the Allowed Tax Claim
        priority under               amount, with post-
        Section 507(a)(8).           confirmation interest in
                                     equal annual Cash payments
        Estimated Claims:            on each anniversary of the
        $55.6 million                Plan effective date, until
                                     the sixth anniversary of the
                                     Tax Claim's assessment date;

                                 (b) a lesser amount in one Cash
                                     payment as holder may agree;
                                     or

                                 (c) other treatment as holder
                                     may agree, provided, that
                                     the agreed treatment may not
                                     provide the holder with a
                                     return having a present
                                     value as of the Effective
                                     Date that is greater than
                                     the Allowed Tax Claim
                                     amount;

                                 100% estimated recovery

The Plan groups claims against and equity interests in the
Consolidated Mirant Debtors in six Classes:

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
  1     Priority Claims          Unimpaired

        Claims entitled to       All legal, equitable, and
        Priority in accordance   contractual rights to which a
        with Section 1124.       holder is entitled will be fully
                                 reinstated and retained.

                                 100% estimated recovery

  2     Secured Claims           Impaired

        Estimated Claims:        At the sole option of the
        $143.8 million           Debtors, holders against any of
                                 the Consolidated Mirant Debtors
                                 will get:

                                 (a) a promissory note secured by
                                     the Debtors' assets -- or at
                                     the Debtors' election,
                                     alternative collateral
                                     having an equivalent value
                                     -- which will accrue at a 5%
                                     per annum interest rate and
                                     payable by the Debtors in 20
                                     quarterly payments;

                                 (b) the collateral that secures
                                     payment of the Allowed
                                     Secured Claim;

                                 (c) a single Cash payment equal
                                     to the Allowed Secured
                                     Claim; or

                                 (d) if applicable, the
                                     implementation of any valid
                                     right of set-off under
                                     Section 553.

                                 If the holder receives the Plan
                                 Secured Note, that holder will
                                 retain the liens securing the
                                 Allowed Secured Claim -- or
                                 collateral in equivalent value
                                 -- until paid in full.

                                 Any deficiency amount related to
                                 a Secured Claim will be treated
                                 as a Class 4 - Unsecured Claim.

                                 100% estimated recovery

  3     California Parties       Impaired
        Secured Claims

        Claims granted to        The Allowed Secured Claims will
        Pacific Gas and          be effectively set off against
        Electric Company,        Mirant Americas Energy
        Southern California      Marketing, LP's receivables
        Edison Company, San      which are assigned to the
        Diego Gas and Electric   California Parties in accordance
        Company, and the         with the terms California     
        California Public        Settlement Agreement terms.
        Utilities Commission,
        the California           100% estimated recovery
        Department of Water
        Resources, the
        California Electricity
        Oversight Board, and
        the California
        Attorney General,
        pursuant to the global
        settlement between
        the California Parties
        and the Debtors.

        Estimated Claims:
        $283.2 million

  4     Unsecured Claims         Impaired

        Estimated Claims:        Holders will get a Pro Rata
        $6.7 billion             Share of 100% of the shares of
                                 New Mirant Common Stock to be
                                 issued pursuant to the Plan,
                                 except for:

                                 (a) the shares to be issued to
                                     the holders of Allowed
                                     Consolidated MAG Debtor
                                     Class 5 - PG&E/RMR Claims
                                     and Class 6 - General
                                     Unsecured Claims; and

                                 (b) the shares reserved for
                                     issuance pursuant to the New
                                     Mirant Employee Stock
                                     Ownership Plans,

                                 provided the Plan distribution
                                 will not have a value that is in
                                 excess of the Holder's full
                                 recovery amount.

                                 If the distribution will have a
                                 value lesser than the Full
                                 Recovery Amount, the Holder will
                                 receive a Pro Rata Share of the
                                 beneficial interest which will
                                 be equal to the amount by which
                                 the value of all distributions
                                 to holders of Allowed Unsecured
                                 Claims is less than the full
                                 recovery amount -- Senior Trust
                                 Interests.

  5     Convenience Claims       Impaired

        Unsecured Claims up to   Holders of Allowed Convenience
        $250,000 in amount,      Claims will receive a single
        excluding:               Cash payment equal to the
                                 Allowed Convenience Claim
        (a) Mirant "C"           amount.
            Facility Claims,
            the Mirant Note      100% estimated recovery
            Claims, the Mirant
            364-day Revolver
            Claims, the Mirant
            4-Year Revolver
            Claims, the
            Commodity Prepay
            Facility Claims,
            and the Equipment
            Warehouse Facility
            Claims, in the
            aggregate; and

        (b) Claims of current
            and former
            directors and
            employees.

        Estimated Claims:
        $19.9 million

  6     Equity Interests         Impaired

        Estimated Claims:        All Equity Interests will be
        Undetermined             cancelled, and holders of
                                 Allowed Equity Interests will
                                 receive a Pro Rata Share of:

                                 (a) the beneficial interest in
                                     a trust created pursuant to
                                     the Plan, under which trust
                                     interests will entitle
                                     holders to all distributions
                                     from the Plan Trust not
                                     distributed in respect of
                                     Senior Trust Interests --
                                     Junior Trust Interests; and

                                 (b) any shares of New Mirant
                                     Common Stock remaining after
                                     the holders of Allowed
                                     Unsecured Claims have
                                     received their full recovery
                                     amount.

                                 Holders of Allowed Equity
                                 Interests in Mirant who votes to
                                 accept the Plan will receive a
                                 Pro Rata Share of the 5-year
                                 warrants to purchase 5% of the
                                 shares of New Mirant Common
                                 Stock, on a fully diluted basis,
                                 at a price where the holders of
                                 Allowed Unsecured Claims receive
                                 a Full Recovery Amount.

The Plan groups claims against and equity interests in the
Consolidated MAG Debtors in nine Classes:

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
  1     Priority Claims          Unimpaired

        Claims entitled to       All legal, equitable, and
        Priority in accordance   contractual rights to which a
        with Section 1124.       holder is entitled will be fully
                                 reinstated and retained.

                                 100% estimated recovery

  2     Secured Claims           Impaired

        Estimated Claims:        At the sole option of the
        $17.6 millions           Debtors, holders against any of
                                 the Consolidated Mirant Debtors
                                 will get:

                                 (a) a Plan Secured Note;

                                 (b) the collateral that secures
                                     payment of the Allowed
                                     Secured Claim;

                                 (c) a single Cash payment equal
                                     to the Allowed Secured
                                     Claim; or

                                 (d) if applicable, the
                                     implementation of any valid
                                     right of set-off under
                                     Section 553.

                                 If the holder receives the Plan
                                 Secured Note, that holder will
                                 retain the liens securing the
                                 Allowed Secured Claim -- or
                                 collateral in equivalent value
                                 -- until paid in full.

                                 Any deficiency amount related to
                                 a Secured Claim will be treated
                                 as a Class 6 - General Unsecured
                                 Claim.

                                 100% estimated recovery

  3     MIRMA Owner/Lessor       Impaired
        Secured Claims
                                 In the event the Court finds
        Estimated Claims:        that 11 separate leases pursuant
        Undetermined             to which Mirant Mid-Atlantic,
                                 LLC, leased undivided interests
                                 in the MIRMA leased assets from
                                 the MIRMA Owner/Lessors, should
                                 be recharacterized as financings
                                 pursuant to an adversary
                                 proceeding pending before the
                                 Court and styled as Mirant Mid-
                                 Atlantic, LLC, v. Morgantown,
                                 OLI, LLC, at al. (In re Mirant
                                 Corporation, Adv. No. 01-04283),
                                 holders of Allowed MIRMA
                                 Owner/Lessor Secured Claims will
                                 receive its Pro Rata Share of
                                 __% notes to be issued by MIRMA
                                 and secured by the relevant
                                 MIRMA Leased Assets in the
                                 Allowed MIRMA Owner/Lessor
                                 Secured Claims amount.

                                 Any MIRMA Owner/Lessor Lease
                                 Deficiency Claims will be
                                 treated as a Class 6 - MAG
                                 Debtors Unsecured Claims.

                                 100% estimated recovery

  4     New York Taxing          Impaired
        Authority Secured
        Claims                   Holders will receive the
                                 treatment specified in a
        Estimated Claims:        a global settlement with the
        Undetermined             New York Taxing Authorities
                                 set forth in the Plan.  The
                                 Settlement resolves all Claims
                                 asserted by the New York
                                 Taxing Authorities and certain
                                 related matters, including
                                 Mirant's rights to receive
                                 refunds of amounts previously
                                 paid in respect of ad valorem
                                 real property taxes, and the
                                 assessed value of Mirant's
                                 property for purposes of
                                 calculating ad valorem real
                                 property taxes owed to the New
                                 York Taxing Authorities on a
                                 prospective basis.

                                 100% estimated recovery

  5     PG&E/RMR Claims          Impaired

        Estimated Claims:        Holders will receive the
        $392.8 million           treatment specified in the
                                 global settlement of issues with
                                 the California Parties.

                                 100% estimated recovery

  6     General Unsecured        Impaired
        Claims
                                 Holders will receive a Pro Rata
        Includes general         Share of:
        Unsecured Claims, MAG
        Revolver Claims, and     (a) New MAG Holdco Notes
        Claims arising under         consisting of:
        MAG's senior notes due    
        2006 and 2008.               -- New MAG Holdco 8% senior
                                        notes due 2015, in the
        Estimated Claims:               aggregate principal
        $1.3 billion                    amount of $500,000,000
                                        pursuant to an indenture
                                        between New MAG Holdco,
                                        as issuer, and the New
                                        MAG Holdco Indenture
                                        Trustee, as trustee; and

                                     -- New MAG Holdco 8.25%
                                        senior notes due 2017, in
                                        the aggregate principal
                                        amount of $__ million
                                        pursuant to the New MAG
                                        Holdco Indenture.

                                     The New MAG Holdco Notes'
                                     face amount is equal to 90%
                                     of the Full Recovery Amount;
                                     and

                                 (b) shares of New Mirant Common
                                     Stock having a value, as
                                     determined by the Court at
                                     or before the Confirmation
                                     Hearing, equal to 10% of the
                                     Full Recovery Amount.

                                 100% estimated recovery

  7     MAG Long-term            Unimpaired
        Note Claims
                                 Pursuant to Section 1124:
        Includes Claims
        arising under MAG's      (a) All of the legal, equitable,
        senior notes due 2011,       and contractual rights to
        2021, and 2031.              which the holder is entitled
                                     to will be fully reinstated
        Estimated Claims:            and retained;
        $2.0 billion
                                 (b) All defaults, other than a
                                     default of a kind specified
                                     in Section 365(b)(2) will be
                                     cured;

                                 (c) The maturity of the MAG
                                     Long-term Note Claim will be
                                     reinstated; and

                                 (d) All amounts owed to the
                                     holders -- including any
                                     amounts to which the holder
                                     is entitled pursuant to
                                     Sections 1124(2)(C) and (D)
                                     -- will be paid in full on
                                     the later of the Effective
                                     Date and the date the amount
                                     otherwise becomes due and
                                     payable under the MAG
                                     Indenture and the MAG Long-
                                     term Notes, as reinstated.

                                 100% estimated recovery

  8     Convenience Claims       Impaired

        Unsecured Claims up to   Holders will receive a single
        $250,000 in amount,      Cash payment in an amount equal
        excluding MAG Short-     to the Allowed Convenience
        term Debt Claims, MAG    Claim amount.
        Long-term Note Claims,
        and Claims of current    100% estimated recovery
        and former directors
        and employees.

        Estimated Claims:
        $14.6 million

  9     Equity Interests         Unimpaired

        Estimated Claims:        All legal, equitable, and
        Undetermined             contractual rights to which the
                                 Equity Interests entitle the
                                 holder in respect of the Equity
                                 Interests will be fully
                                 reinstated and retained.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MIRANT: Completes $62.5 Million Sale of Coyote Springs Power Plant
------------------------------------------------------------------
Mirant (OTC Pink Sheets: MIRKQ) has completed the sale of its
fifty percent ownership interest of Coyote Springs Unit 2 to
Avista Corporation for $62.5 million.  Coyote Springs 2 is a
280-megawatt gas-fired power plant located near Boardman, Oregon.  
The unit began commercial operations in July 2003.

"This transaction is consistent with Mirant's business plan and
restructuring.  We continue to focus on core assets throughout the
U.S. and maximize value for creditors as we work toward emerging
from Chapter 11," said Curt Morgan, Executive Vice President and
Chief Operating Officer, Mirant.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.


NATIONAL ENERGY: ET Debtors' Classification & Treatment of Claims
-----------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the Plan
of Liquidation groups claims against and equity interests in NEGT
Energy Trading Holdings Corporation and its debtor-affiliates into
12 classes.

Additionally, pursuant to Section 1123(a)(1), Administrative
Claims, Fee Claims, and Priority Tax Claims have not been
classified and the holders of these Claims are not entitled to
vote to accept or reject the Plan.

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
  N/A    Administrative Claims    Holders will get:

                                  (a) Cash on the later of the
                                      Effective Date and the first
                                      business day that is 30 days
                                      after becoming an Allowed
                                      Administrative Claim in the
                                      full amount;

                                  (b) to the extent not yet due
                                      and payable, payment in
                                      accordance with the terms
                                      and conditions of the
                                      transaction giving rise to
                                      the Administrative Claim;

                                  (c) to the extent the Claims are
                                      Administrative Claims of the
                                      U.S. Trustee for fees, Cash
                                      in accordance with the
                                      applicable schedule for
                                      payment of those fees; or

                                  (d) treatment on other terms as
                                      may be mutually agreed upon
                                      in writing between the
                                      Holder and the relevant ET
                                      Debtor, and approved by the
                                      Court.

                                  The Administrative Bar Date
                                  occurs 45 days after the
                                  Effective Date -- unless ordered
                                  otherwise by the Court.

                                  $3,100,000 estimated aggregate
                                  amount of Allowed Claims,
                                  consisting primarily of $550,000
                                  for employee retention payments,
                                  $450,000 for severance payments,
                                  and $2,100,000 for other
                                  administrative claims.

                                  100% estimated recovery

  N/A    Fee Claims               Holders will get Cash as allowed
                                  by the Court or upon the terms
                                  mutually agreed upon between the
                                  Holder and the relevant ET
                                  Debtor.

                                  $2,400,000 estimated aggregate
                                  amount of Allowed Claims.

                                  100% estimated recovery.

  N/A    Priority Tax Claims      Cash paid in full after the
                                  Effective Date and 30 business
                                  days after becoming an Allowed
                                  Priority Tax Claim, provided
                                  the ET Debtors will have the
                                  option to pay any Allowed
                                  Priority Tax Claim over a period
                                  not longer than six years from
                                  the date of assessment of the
                                  applicable tax, with interest on
                                  the unpaid portion payable
                                  annually in arrears at the rate
                                  of interest ordered by the Court
                                  -- or agreed by the Holder and
                                  relevant ET Debtor.

                                  $150,000 estimated aggregate
                                  amount of Allowed Claims

                                  100% estimated recovery

   1     Secured Claims           Impaired

                                  At the election of the ET
                                  Debtors or the Plan
                                  Administrator, Allowed Secured
                                  Claims will be satisfied in full
                                  by either:

                                  (a) reinstating the Claim, that
                                      is, leaving unaltered the
                                      legal, equitable, and
                                      contractual rights
                                      respecting the Claim in
                                      accordance with Section
                                      1124, including:

                                      * curing all defaults other
                                        than those relating to the
                                        insolvency or financial
                                        condition of the ET
                                        Debtors or its status as a
                                        debtor under the
                                        Bankruptcy Code; and

                                      * reinstating the maturity
                                        date of the Claim;

                                  (b) paying the Allowed Secured
                                      Claim in full, in Cash;

                                  (c) transferring title to the
                                      property securing the
                                      Allowed Secured Claim to the
                                      Holder.  Within 30 days
                                      after mailing by the Plan
                                      Administrator of notice of
                                      the election of the Transfer
                                      Option, the Holder will be
                                      entitled to amend in writing
                                      or file a proof of claim for
                                      any unsecured deficiency
                                      Claim respecting the Claim.
                                      To the extent allowed, the
                                      deficiency claim will be
                                      treated in Class 3, Class 4,
                                      Class 5, Class 6, or
                                      Class 7, as appropriate.

                                  $25,000,000 estimated aggregate
                                  amount of Allowed Claims

                                  100% estimated recovery --
                                  reinstatement or paid in full

   2     Priority Claims          Unimpaired

                                  Paid in full in Cash.

                                  $0 estimated aggregate amount of
                                  Allowed Claims

                                  100% estimated recovery

   3     General Unsecured        Impaired for Voting Purposes
         Claims against ET Gas
                                  Class 3 Claims likely are not
                                  Impaired under the Plan.
                                  Accordingly, in the event that
                                  Class 3 votes to reject the
                                  Plan, the Debtors reserve the
                                  right to contend that the Class
                                  is Unimpaired and that,
                                  therefore, Class 3 should be
                                  deemed to have accepted the
                                  Plan.

                                  In full settlement,
                                  satisfaction, and payment of all
                                  Allowed Class 3 Claim, Holders
                                  will get Cash equal to full
                                  recovery amount plus Pendency
                                  Interest -- 1.08% per annum,
                                  running between the Petition
                                  Date and the Effective Date.

                                  $90,000,000 estimated aggregate
                                  amount of Allowed Claims

                                  100% estimated recovery plus
                                  Pendency Interest

   4     General Unsecured        Impaired for Voting Purposes
         Claims against
         ET Investments           Class 4 Claims likely are not
                                  impaired under the Plan.
                                  Accordingly, in the event that
                                  Class 4 votes to reject the
                                  Plan, the ET Debtors reserve the
                                  right to contend that Class is
                                  Unimpaired and are deemed to
                                  have accepted the Plan.

                                  Holders will receive Cash equal
                                  to the full recovery amount plus
                                  Pendency Interest.

                                  $1,000 estimated aggregate
                                  amount of Allowed Claims

                                  100% estimated recovery plus
                                  Pendency Interest

   5     General Unsecured        Impaired
         Claims against
         ET Holdings              Holders will receive its pro
                                  Rata share of the amount of
                                  available cash remaining after
                                  all pro rata distributions are
                                  paid to or reserved for Class 5
                                  creditors.

                                  $350,000,000 estimated aggregate
                                  amount of Allowed Claims,
                                  exclusive of claims arising as a
                                  result of ET Holding's status as
                                  a general partner of ET Power,
                                  or on account of any Claims
                                  arising from guarantees by ET
                                  Holdings of ET Power's
                                  obligations.

                                  The outcome of the tolling
                                  arbitrations against Liberty
                                  Electric Power, LLC, Southaven
                                  Power, LLC, and Caledonia
                                  Generating, LLC, will be the
                                  single most decisive factor in
                                  determining the percentage
                                  recoveries to creditors of ET
                                  Holdings Class 5 Claims -- and
                                  ET Power Class 6 Claims.

                                  Consequently, if the Debtors
                                  prevail entirely in the Tolling
                                  Arbitrations, then the
                                  percentage recovery for holders
                                  of Allowed Class 5 Claims likely
                                  will range from 90% to 100%.
                                  Conversely, if the Debtors are
                                  entirely unsuccessful in the
                                  Tolling Arbitrations, then the
                                  percentage recovery for holders
                                  of Allowed Class 5 Claims likely
                                  will range from 25% to 30%.

   6     General Unsecured        Impaired
         Claims against
         ET Power                 Holders will receive its Pro
                                  Rata share of available cash
                                  after all pro rata distributions
                                  are paid to or reserved for
                                  Class 6 creditors, as well as
                                  its corresponding ratable share
                                  of the Remaining Available Class
                                  5 Cash.

                                  $345,000,000 estimated aggregate
                                  amount of Allowed Claims,
                                  exclusive of any claims for
                                  damages under the Tolling
                                  Agreements with Liberty
                                  Electric, Southaven Power, and
                                  Caledonia Generating.

                                  Similar to Class 5 Claims, the
                                  outcome of the Tolling
                                  Arbitrations will be the single
                                  most decisive factor in
                                  determining the percentage
                                  recoveries to creditors of ET
                                  Power Class 6 Claims.

                                  Consequently, if the Debtors
                                  prevail entirely in the Tolling
                                  Arbitrations, then the
                                  percentage recovery for holders
                                  of Allowed Class 6 Claims likely
                                  will range from 90% to 100%.
                                  Conversely, if the Debtors are
                                  entirely unsuccessful in the
                                  Tolling Arbitrations, then the
                                  percentage recovery for holders
                                  of Allowed Class 6 Claims likely
                                  will range from 35% to 45%.

   7     General Unsecured        Impaired
         Claims against ESV
                                  Holders will receive its Pro
                                  Rata share of Class 7 Available
                                  Cash.

                                  $23,000,000 estimated aggregate
                                  amount of Allowed Claims

                                  7% estimated recovery

   8     General Unsecured        Impaired
         Claims against Quantum
                                  Holders will receive no
                                  distribution under the Plan.

                                  $6,400,000 estimated aggregate
                                  amount of Allowed Claims

   9     Subordinated Claims      Impaired

                                  Holders will not receive no
                                  distribution under the Plan.

                                  $0 estimated aggregate amount of
                                  Allowed Claims

  10     Interests in ET Gas      Impaired

                                  As ET Holdings, a Debtor and a
                                  proponent of the Plan, is the
                                  holder of all Interests in ET
                                  Gas, Class 10 is deemed to
                                  accept the Plan.

                                  Holders will get all Class 3
                                  Available Cash remaining after
                                  all Class 3 Allowed Claims will
                                  have been paid in full with
                                  Pendency Interest under the Plan
                                  and all Disputed Claims in Class
                                  3 have been reserved for.  The
                                  Interests will be retained until
                                  the dissolution of the
                                  respecting ET Debtors in
                                  accordance with the terms of the
                                  Plan, upon which dissolution the
                                  Interests will be deemed
                                  cancelled.

   11    Interests in             Impaired
         ET Investments
                                  As ET Holdings, a Debtor and
                                  Plan proponent, is the holder of
                                  all Interests in ET Investments,
                                  Class 11 is deemed to accept the
                                  Plan.

                                  Holders will receive all Class 4
                                  Available Cash remaining after
                                  all Class 4 Allowed Claims have
                                  been paid in full with Pendency
                                  Interest under the Plan and all
                                  Disputed Claims in Class 4 have
                                  been reserved for.  The
                                  Interests will be retained until
                                  the dissolution of the ET
                                  Debtors in accordance with the
                                  terms of the Plan.

   12    Interests in             Impaired
         ET Holdings, ET Power,
         ESV, and Quantum         Holders will receive no
                                  distribution under the Plan.
                                  The Interests will be retained
                                  until the dissolution of the ET
                                  Debtors in accordance with the
                                  terms of the Plan, upon which
                                  dissolution the Interests will
                                  be cancelled.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on Oct.
29, 2004. (PG&E National Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NORTH ATLANTIC: CFO Resignation Prompts Moody's to Pare Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of North Atlantic
Trading Company, Inc., and placed them under review for possible
further downgrade.  The action follows the announcement of the
resignation of the company's chief financial officer.

The ratings downgraded and placed under review for possible
downgrade:

   -- North Atlantic Trading Company:

      * Senior implied rating, to B3 from B2

      * $200 million 9-1/4% global notes due 2012, to B3 from B2

   -- North Atlantic Holding Company -- NAHC:

      * $75 million senior notes due 2014, to Caa3 from Caa1

The rating assigned and placed under review for possible
downgrade:

   -- North Atlantic Holding Company -- NAHC:

      * Issuer rating, at Caa3

The ratings downgrade is driven by the uncertainty created by the
resignation of the Company's chief financial officer announced
last week.  Also last week, in exchange for various changes to the
agreement governing its revolving credit maturing in February
2007, the Company has agreed to a reduction in the commitment
amount from $50 million to $35 million.  The departure of a key
member of senior management only a few months after closing of a
transaction significant for the Company raises uncertainty over
the financial and operating direction of North Atlantic Trading,
while it remains in a weak financial position.

Free cash flow in the first 9 months of 2004 was negative, at
$12 million, due to high interest expenses resulting from a high
leverage, underperformance of the Company's core businesses, and
cash flow uses related to the launch of a new premium cigarette
brand under the Zig-Zag name.  Uncertainty is compounded by the
Company's disclosure in its last 10-Q that it should not be able
to meet the fixed charge coverage covenant under the credit
agreement for the first and second quarters of 2005 and would need
a waiver or amendment from the bank group.

The downgrade by two notches of North Atlantic Holding's senior
notes reflects the lower expected residual asset coverage of this
bond in a recovery scenario.

Moody's review will focus on three points:

   1. Whether the company will soon obtain a waiver or amendment
      on the fixed charge coverage ratio covenant.

   2. North Atlantic Tradings financial flexibility in view of the
      reduction in the bank facility commitment.

   3. The future financial and operating strategy of the company
      following the departure of a key member of senior
      management.

North Atlantic Trading Company, Inc. is a holding company that
owns National Tobacco Company, L.P. and North Atlantic Operating
Company, Inc.  National Tobacco Company is the third largest
manufacturer and marketers of leaf chewing tobacco in the U.S.  
North Atlantic Operating Company, Inc. is the largest importer and
distributor in the U.S. of premium cigarette papers.


NORTHERN KENTUCKY: Judge Howard Confirms Chapter 11 Plan
--------------------------------------------------------
The Honorable William S. Howard of the U.S. Bankruptcy Court for
the Eastern District of Kentucky confirmed the Liquidating Plan of
Reorganization filed by Northern Kentucky Professional Baseball,
LLC, on January 21, 2005.

The Debtor filed its Amended Disclosure Statement and Plan on
December 16, 2004.  

As reported in the Troubled Company Reporter on December 20, 2004,
the Plan distributes the $3 million paid into the estate
Canterbury Baseball, LLC -- an investor group headed by Clint
Brown, a retired Edgewood, Ky., business executive -- to creditors
and interest holders as provided under Section 726 of the
Bankruptcy Code.  

The Plan provides for the appointment of an Estate Representative
who will be authorized and empowered to direct the disposition of
all assets and property that may constitute the Distributable
Assets.  The Estate Representative will assemble and liquidate the
Distributable Assets upon the Effective Date of the Plan and
distribute the proceeds to creditors.

The Plan groups claims and interest into 14 classes and provides
these recoveries:

   a) Class 1 and Class 2 unimpaired claims consisting of the U.S.
      Trustee and Heritage Bank, and Administrative Expense
      Claims, will be paid in full upon the Effective Date of the
      Plan;

   b) Class 3, Class 4, and Class 5 impaired claims consisting of
      Secured Claims, Priority Wage Claims, and Other Priority
      Claims will only be paid in full upon the full payment of
      Class 1 and Class 2 claims holders and only after the
      Effective Date;

   c) Class 6 impaired claims consisting of Allowed Priority Tax
      Claims will be paid equal annual cash payments with an
      annual interest rate of six percent until the 6th    
      anniversary of the date of assessment of their claims;

   d) Class 7 and Class 8 impaired claims consisting of the City
      of Florence, Kentucky, and the Mechanic Lien Claimants, will
      not be entitled to any distribution of cash or other value
      under the Plan;

   e) Class 9 impaired claims consisting of the claims held by
      Huntington Bank will be paid in full from the proceeds of
      the proposed sale of the 1987 MCI Coach vehicle it
      repossessed from the Debtor, and from the pre-petition
      account maintained by the Debtor at Huntington Bank;

   f) Class 10 impaired claims consist of the St. Elizabeth
      Medical Center Sub-Lease claims already assumed and assigned
      by the Debtor to the Successful Bidder of the Sale Motion
      approved by the Court, and St. Elizabeth's claim is
      therefore disallowed under the Plan;

   g) Class 11 impaired claims consist of Heritage Bank's
      leasehold improvement loan for the St. Elizabeth Sub-Lease
      that will be fully secured from the Successful Bidder's
      assumption of the leases pursuant to the Sale Motion
      approved by the Court;

   h) Class 12 impaired claims consisting of General Unsecured
      Claims will be paid in cash amount equal to its Pro Rata
      share of the Distributable Assets; and

   i) Class 13 and Class 14 impaired claims consisting of the
      claims of Chuck Hildebrant, Thomas J. Niehaus, Family
      Partnership, More Hits LLC and Triple Play LLC will not
      receive any distribution under the Plan on account of their
      member interests and capital contributions.

A full text copy of the Chapter 11 Plan is available for a fee at:

    http://www.researcharchives.com/download?id=040812020022

Headquartered in North Bend, Ohio, Northern Kentucky Professional
Baseball, LLC, operates a professional baseball club.  The company
filed for chapter 11 protection on September 3, 2004 (Bankr. E.D.
Ky. Case No. 04-22256).  John A. Schuh, Esq., at Schuh & Goldberg,
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$9,353,870 in total assets and $9,485,394 in total debts.  At the
time of the filing, federal officials were investigating loans
secured by former managing partner Chuck Hildebrant to build the
team's ballpark.


NORTHWEST AIRLINES: Dec. 31 Balance Sheet Upside-Down by $3 Bil.
----------------------------------------------------------------
Northwest Airlines Corporation (NASDAQ: NWAC), the parent of
Northwest Airlines, realized a net loss of $420 million in the
fourth quarter, including unusual items.  This compares to the
fourth quarter of 2003 when Northwest reported net income of
$363 million, including unusual items.

Excluding unusual items, Northwest reported a fourth quarter 2004
net loss of $359 million versus the fourth quarter of 2003 when
the airline reported a net loss of $129 million.

Northwest reported a full-year net loss of $878 million or
$10.16 per common share, including unusual items.  This compares
to net income of $236 million or $2.62 per diluted share,
including unusual items, reported for 2003.  Excluding unusual
items, Northwest reported a full-year net loss of $713 million or
$8.25 per common share.  In 2003, Northwest reported a full-year
net loss of $565 million or $6.57 per common share, excluding
unusual items.

Unusual items in this year's fourth quarter included a
$115 million gain from the sale of Northwest's remaining shares of
Orbitz, $99 million in aircraft impairments associated with the
earlier retirement of certain aircraft and a $77 million increase
in frequent flyer liability, principally associated with revised
estimates relating to the future pattern of mileage redemptions.

In the fourth quarter of 2003, Northwest realized $492 million of
unusual items resulting from the completion of an initial public
offering of Pinnacle Airlines Corp., the sale of Northwest's
holdings in Hotwire, the partial sale of its stock holdings in
Orbitz, the completion of a debt exchange and a transaction
pertaining to Northwest debt secured by foreign real property.

Commenting on the quarter, Doug Steenland, president and chief
executive officer, said, "This was a difficult quarter for
Northwest Airlines.  Stubbornly high fuel costs, revenue pressures
from competitors' pricing actions and labor cost savings realized
by some of our major competitors make it imperative that Northwest
achieve labor restructuring quickly in order to return to
profitability."

"In the fourth quarter, we made noteworthy progress with our labor
cost restructuring by completing pilot and salaried worker wage
and benefit reductions.  In addition, we maintained our revenue
premium and sustained a strong liquidity position, enhanced during
the quarter by the refinancing of our bank credit facility."

Mr. Steenland continued, "Once we achieve labor cost
restructuring, we believe Northwest has a strong business strategy
for success: operating excellence, first-class facilities, a truly
global network, and employees who strive to put our customers
first."

He added, "We now are in contract mediation with ground workers
represented by the International Association of Machinists and
Aerospace Workers -- IAM -- and with the Aircraft Mechanics
Fraternal Association -- AMFA.  In addition, we are continuing
contract negotiations with representatives of our other unions."

                        Financial Results

Operating revenues in the fourth quarter increased by 6.4% versus
the fourth quarter of 2003 to $2.75 billion.  This included an
increase in passenger revenue of $80 million and an increase in
cargo revenue of $35 million.  Passenger revenue per available
seat mile decreased by 3.0% on 7.4% additional available seat
miles -- ASMs.  The unit revenue decrease was due in part to a
year-over-year decline in unused non-refundable tickets resulting
from a change in re-ticketing rules in 2003.

Operating expenses in the quarter increased 15.4% versus a year
ago to $3.0 billion, excluding unusual items.  Unit costs
excluding fuel and unusual items decreased by 6.1% on 7.4% more
ASMs.  During the quarter, fuel averaged 139 cents per gallon, up
68.9% versus the fourth quarter of last year.

Had the fuel prices of fourth quarter 2003 been in place during
the fourth quarter of 2004, Northwest's fuel costs would have been
$252 million lower.  Similarly, had the fuel prices of full-year
2003 been in place during 2004, Northwest's full-year fuel costs
would have been $662 million lower.

Northwest's quarter-ending cash balance was $2.61 billion of which
$2.46 billion was unrestricted.  This compares to $2.68 billion at
the end of the third quarter of which $2.54 billion was
unrestricted.

"During the quarter, we strengthened our liquidity position by
restructuring a $975 million bank credit facility to be repaid
over six years.  Our efforts to maintain one of the industry's
strongest cash balances remains a key element of Northwest's long-
term business strategy," said Bernie Han, executive vice president
and chief financial officer.

                              Other

In late October, Northwest became the first U.S. airline to serve
Guangzhou, China, the 15th city in its Asia/Pacific network that
includes more destinations than any other U.S. airline.

Also during the period, Northwest expanded its Airbus A330 Pacific
service by introducing the long-range aircraft, featuring the
airline's new World Business Class seat, on flights between its
Tokyo hub and Bangkok, Thailand, Beijing, San Francisco, Seattle
and Singapore.

Also, Northwest more than doubled its presence in Indianapolis
during the quarter with the addition of 22 nonstops to 12 cities,
offering more jet flights to popular business and leisure
destinations than any other carrier.  The airline has announced
13 more flights, including new nonstop service to six cities that
will begin during the next few months.

An issue that continues to affect Northwest and the industry is
the heavy burden of taxation.  "As we have commented previously,
our ability to generate sufficient revenues to return to
profitability is affected by the taxes and fees that we must
impose on our customers' tickets.  During the fourth quarter,
Northwest Airlines paid $278 million in transportation taxes and
fees.  We will be working with the new Congress and the Bush
Administration to find ways to minimize the impact of ticket taxes
on our industry," Mr. Steenland said.

                        About the Company

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures.  Northwest and its
travel partners serve more than 900 cities in more than
160 countries on six continents.

At Dec. 31, 2004, Northwest Airlines' balance sheet showed a
$3.09 billion stockholders' deficit, compared to a $2.01 billion
deficit at Dec. 31, 2003.


NORTHWESTERN CORP: Inks Pact to Buy Wind Energy from Invenergy
--------------------------------------------------------------
NorthWestern Corporation (d/b/a NorthWestern Energy) (NASDAQ:
NWEC) has signed an agreement to purchase 135 to 150 megawatts of
electricity from an affiliate of Invenergy Wind LLC, which will
construct a $150 million, large-scale wind farm near Judith Gap in
Wheatland County, Montana.  The contract is subject to approval by
the Montana Public Service Commission.

The 20-year contract will provide NorthWestern Energy's default
supply customers with approximately 8 percent of their electricity
from the wind at a price that is competitive with electricity
generated from other resources.  The contract price is
approximately $31/MWh, but the price paid by the consumer will be
somewhat higher depending on the cost to purchase a firming
resource to back up the renewable generation source.

"The purchase of 135 to 150 MW of wind-generated electricity is
consistent with the amount of wind energy identified in our
electric default supply procurement plan," said Mike Hanson,
NorthWestern Energy's Chief Operating Officer.  "We have worked
very hard to obtain a cost-competitive renewable resource for our
customers, while providing an important incentive for the
development of a large-scale renewable energy project in Montana."

"We started working on this project four-and-a-half years ago, and
it's very satisfying to see it finally come together," said Bob
Quinn, a partner with Wind Park Solutions - Arcadia (WPSA), the
firm that originally developed the project.  "This project will
not only benefit the local economy, but will generate money for
Montana's schools since a portion of the wind farm will be built
on State Lands."

The 8,000-acre wind farm will feature approximately 75 to 100
turbines each with a capacity of about 1.5 - 1.8 MW each.  
According to Quinn, WPSA has completed all of the necessary
environmental permitting steps clearing the way for construction
in the first half of 2005.  "The Environmental Assessment,
including a detailed avian analysis of the region, has been
completed, and the project was determined to have no significant
environmental impact," he said.

WPSA recently sold its 100 percent interest in the project to
Invenergy Wind LLC, who will construct, own and operate the
facility.  "We're very excited about this project and the role it
will play in our growing portfolio of wind resources," said Mark
Leaman, vice president of Invenergy Wind LLC.  "We have more than
25 projects in active development or construction in the United
States and Canada totaling more than 2,500 MW of new wind
generation.  Obviously, we see a lot of potential in this
project."

According to Pat Corcoran, NorthWestern Energy's Vice President of
Government and Regulatory Affairs, NorthWestern Energy will seek
advanced approval of this contract from the Montana Public Service
Commission in keeping with the company's procurement plan.  "This
contract is the result of an extensive review and analysis of the
all-resource electricity bids received through the RFP
NorthWestern initiated last summer and meets the economic, risk
and technical criteria for inclusion in our electric default
supply portfolio," he said.

Mr. Corcoran added that the wind resource must be in production by
Dec. 31, 2005, in order to realize the federal Production Tax
Credits, which are embedded into the contract's economic
consideration.  NorthWestern Energy anticipates filing its
advanced approval request by the end of January.

The company continues to work on other energy sources identified
through the recent RFP process to meet its customers' electricity
needs after current contracts expire in mid-2007.

                     About Invenergy Wind LLC

Invenergy Wind LLC and its affiliates develop, own and operate
wind energy and natural gas fueled projects throughout North
America. Invenergy is based in Chicago, Ill.  For more information
about Invenergy, visit http://www.invenergyllc.com/

                 About Wind Park Solutions Arcadia

Wind Park Solutions Arcadia is a Montana company based in Big
Sandy.  It was formed in 2002 by the partnership of Wind Park
Solutions America, specializing in all aspects of wind park
development and analysis, and Arcadia Windpower, a New York firm
with significant financial expertise and a strong history in wind
development.  For more information about Wind Park Solutions
America, visit http://www.windpark-solutions.com/and for  
information about Arcadia Windpower, visit
http://www.ArcadiaWind.com/

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

At Sept. 30, 2004, Northwestern Corp.'s balance sheet showed a
$602,981,000 stockholder's deficit, compared to a $585,951,000
deficit at Dec. 31, 2003.


NORTHWESTERN CORP: Wants Elm Consulting To Do Environmental Tests
-----------------------------------------------------------------
Northwestern Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ ELM Consulting, LLC,
as its environmental consultant nunc pro tunc Sept. 14, 2003.

The Reorganized Debtor needs ELM to perform necessary
environmental services.  Northwestern is aware of ELM's extensive
experience and knowledge in environmental matters.

Throughout the course of Northwestern's chapter 11 case, ELM has
been employed by the Debtor's special counsel -- Graves Law
Offices -- to work on environmental matters including field
sampling and remediation.  ELM has billed its expenses through
Graves.  On Dec. 6, 2004, the Court mandated that a separate
application to employ ELM should be filed by Northwestern.

Lee C. Graves, at ELM Consulting, discloses that the Reorganized
Debtor agrees to pay its professionals at their current hourly
billing rates of $76 - $250 for the technical staff and $50 - $60
for the non-technical staff.   

To the best of Northwestern's knowledge, ELM Consulting is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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


NQL DRILLING: Fidelity Management Sells 25,000 Shares
-----------------------------------------------------
Fidelity Management & Research Company disclosed that certain fund
accounts for which Fidelity serves as investment adviser have sold
25,000 shares of NQL Drilling Tools Inc.'s Class A stock.  
Fidelity had control but not ownership of those shares.  As a
result of an increase in the issued share capital followed by the
sale, Fidelity holds 3,078,440 shares (or 7.35%) of NQL Drilling
Tools Inc.'s Class A stock.  Fidelity's sale of NQL Drilling Tools
Inc.'s Class A stock was executed on the Toronto Stock Exchange.

Fidelity fund and trust account sales have been made for
investment purposes only and not with the purpose of influencing
the control or direction of NQL Drilling Tools, Inc.  The Fidelity
funds and trust accounts may, subject to market conditions, make
additional investments in or dispositions of securities of NQL
Drilling Tools, Inc., including additional sales or purchases of
shares of Class A stock.  Fidelity does not, however, intend to
acquire 20% of any class of the outstanding voting or equity
securities of NQL Drilling Tools, Inc.

NQL Drilling Tools, Inc., is an industry leader in providing
downhole tools, technology and services used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis.  NQL trades on the Toronto Stock
Exchange under the symbol NQL.A.

NQL Drilling Tools, Inc.'s September 30, 2004, consolidated
financial statements cast doubt on the company's ability to
continue as a going concern.


OMEGA HEALTHCARE: Hosting Fourth Quarter Conference Call Tomorrow
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) is scheduled to
release its earnings results for the quarter ended Dec. 31, 2004,
tomorrow, Jan. 27, 2005.  In conjunction with its release, the
Company will be conducting a conference call on the same date at
10 a.m. EST to review its 2004 fourth quarter results and current
developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon  
on the Company's homepage.  Webcast replays of the call will be
available on the Company's website for at least two weeks
following the call.  Additionally, a copy of the earnings release
will be available on the "news releases" section of the Company's
website.

                        About the Company

Omega Healthcare Investors, Inc. --
http://www.omegahealthcare.com/-- is a Real Estate Investment  
Trust investing in and providing financing to the long-term care
industry. At December 31, 2004, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 23,105 beds located in 29 states and operated
by 42 third-party healthcare operating companies.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OWENS CORNING: Selling Hebron Property to River Valley for $825K
----------------------------------------------------------------
MaryJo Bellew, Esq., at Saul Ewing, LLP, in Wilmington, Delaware,
relates that Owens Corning and its debtor-affiliates own a
7.38-acre land and an 81,106- square feet facility at 341 O'Neill
Drive, Licking County in Hebron, Ohio.  The Debtors acquired the
facility as part of its purchase of Fiber-Lite Corporation in
1995.  The Debtors used the property at which it manufactured
insulation for appliances and other applications.  The facility
was closed in late 2002 as a result of the consolidation of the
Debtors' operations.

Due to the termination of business activity, the Debtors decided
to sell the Property.

As previously reported, the Debtors sought and obtained the
authority of the U.S. Bankruptcy Court for the District of
Delaware to sell the Property to Golden Property Management, LLC,
for $1,015,000, which amount exceeded the appraised value of the
Property.  However, the sale was not consummated.  During the
"investigation period," an inspection of the Property revealed
that the roof at the facility was in need of replacement, and was
estimated to cost approximately $288,000 to replace.  Accordingly,
Golden Property exercised its right to terminate the agreement.

Upon termination of the sale agreement with Golden Property, the
Debtors and one of its real estate brokers, The Staubach Company,
recommenced their efforts to sell the Property.  Although the
Property was shown to several potential buyers, in each instance
there was a lack of interest primarily on account of the condition
and location of the Property.

In August 2004, River Valley Stone Co. made an initial offer to
purchase the Property for $775,000.  After further negotiations
with Owens Corning, River Valley increased its offer to $825,000.  
No other offers have been made on the Property.  Given the current
condition of the facility, and because the Agreement requires
River Valley to incur costs to inspect the environmental condition
of the Property, the Debtors believe that the proposed sales price
of $825,000 is fair and reasonable.

The parties entered into a Purchase and Sale Agreement, which
requires a $25,000 security deposit, which is refundable if
certain contingencies are not satisfied or waived by River Valley,
or if River Valley terminates the Agreement on or prior to the
expiration of the Investigation Period.  The "Investigation
Period" commenced on January 19, 2005, and continues for 60 days.  
During the Investigation Period, River Valley, at its expense, is
entitled to investigate certain matters regarding the Property,
including:

   (1) the Property's zoning, any applicable use permits or any
       other governmental rules and regulations affecting the use
       of the Property;

   (2) documents regarding environmental assessment data, real
       property leases, construction contracts, management
       contracts, real property tax bills, soil and building
       reports and engineering data; and

   (3) the Property's environmental condition.

During the Investigation Period, River Valley must notify the
Debtors of any reasonable objections it may have.  In the event
there are objections, the Agreement contains provisions for their
resolution.

During the Investigation Period, River Valley is entitled to
review the title commitment and survey to be obtained with respect
to the Property and is required to either approve the commitment
and survey or notify the Debtors of any items, which are
reasonably objectionable.  In the event there are any objections,
the Agreement contains provisions for their resolution.

River Valley has agreed to accept the Property in an "as is, where
is" condition, and the Debtors are not obligated to make any
improvements, repairs or changes to the Property.  River Valley
will assume full responsibility and liability for the Property,
including with respect to all environmental matters.

The Agreement further contains a release by River Valley, whereby
it waives all statutory rights and remedies under applicable
environmental laws, and agrees to never commence or prosecute an
environmental claim against the Debtors.

In connection with the Agreement, the parties entered into an
"access agreement," which entitles River Valley to enter the
Property for the purpose of conducting certain investigations,
including environmental studies and tests, prior to acquisition of
the Property.

The Debtors ask the Court to authorize the sale of the Property to
River Valley pursuant to the terms of their Agreement.

                          Building Lease

River Valley is the current lessee of the Property pursuant to a
five-year Industrial Building Lease dated as of January 19, 2005,
which Owens Corning entered into as an accommodation to River
Valley, to permit River Valley to take possession of the Property
pending Court approval of the Agreement.  Under the terms of the
Lease, River Valley is required to pay Owens Corning monthly
rental payment of $15,207, subject to a credit of up to $7,000 per
month, not to exceed the aggregate amount of $21,000, for
expenditures by River Valley for repairs to the roof of the
facility at the Property.  Under the terms of the Agreement, River
Valley is entitled to a $8,207 credit against the purchase price
of the Property for each monthly rental payment made to Owens
Corning under the Lease, not to exceed $24,621, in the event
closing on the sale of the Property occurs within 90 days of
January 19, 2005.  The Lease is subject to termination by Owens
Corning if Court approval of the Agreement does not occur by
March 31, 2005.

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)


PARAGON INVESTMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Paragon Investment Corporation
        1020 North Woodland Avenue
        Tucson, Arizona 85711

Bankruptcy Case No.: 05-00314

Chapter 11 Petition Date: January 24, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: R. David Sobel, Esq.
                  Leonard Felker Altfeld et al.
                  250 North Meyer Avenue
                  Tucson, AZ 85701
                  Tel: 520-622-7733
                  Fax: 520-622-7967

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Audrey M. Martin                           $950,000
931 Anatra Court
Carlsbad, CA 92009


PARAMOUNT RESOURCES: Amending Exchange Offer for Senior Notes
-------------------------------------------------------------
Paramount Resources Ltd. (TSX:POU) is amending its exchange offer
and consent solicitation for its senior unsecured notes following
negotiations with representatives of the noteholder committee
formed in response to the Notes Offer.  The principal amendments
are:

   -- the cash component of the consideration for each US$1,000 of
      7-7/8% Senior Notes due 2010 and 8-7/8% Senior Notes due
      2014 will be US$138.05 and US$220.20, respectively; and

   -- the terms of the new Paramount notes to be issued in
      exchange for the 2010 Notes and 2014 Notes will be changed
      so that:

      * the maturity date will be January 31, 2013

      * the interest rate will be 8.5% per year

      * Paramount's obligations under the notes will be secured by
        substantially all of the trust units held by Paramount
        immediately following completion of its proposed trust
        spin-out transaction

      * if, on September 30, 2005, noteholders owning more than
        50% of the notes so elect, Paramount will be required to
        increase the interest rate to 10.5% per year commencing
        February 1, 2006, and, if so required, Paramount will be
        entitled to redeem all of the notes at any time on or
        before January 31, 2006, at par plus accrued and unpaid
        interest.

Details of the amendments will be set forth in an amendment to
Paramount's prospectus supplement and solicitation statement for
the Notes Offer, which is expected to be sent to noteholders and
filed with securities regulatory authorities shortly.  The amended
Notes Offer will be conditional upon Paramount obtaining requisite
consents from the lenders under its existing senior credit
facilities, which Paramount expects to obtain.

The offer expiration date for the Notes Offer has also been
extended to 5:00 pm New York time on February 4, 2005.

Noteholders beneficially owning or controlling, directly or
indirectly, approximately 30% of the 2010 Notes and approximately
43% of the 2014 Notes have entered into agreements with Paramount
pursuant to which they have agreed to tender their notes to the
amended Notes Offer.  The notes covered by the tender commitments
together with the notes already tendered under the offer exceed
the amount necessary to satisfy the minimum tender condition of
the offer.  Paramount intends to proceed with the special meeting
of securityholders necessary to approve its proposed trust
spin-out transaction, which is now anticipated to be held in late
March.

Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada.  Paramount's common shares are listed on the
Toronto Stock Exchange under the symbol "POU".

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's affirmed the B3 senior implied and assigned a B3 rating to
the company's new senior unsecured exchange notes offering for
Paramount Resources, Ltd, following the company's announced
spin-off of the majority of its reserves into a yet to be created
Unit Trust.

While the ratings have been affirmed, the outlook remains negative
and the company's ability to retain the ratings will depend on how
soon after the transaction's close that management clearly
declares in what time frame it will monetize the units to reduce
debt to supportable levels.  It is Moody's expectation that the
company will utilize the units to fund future acquisitions or
reduce debt, however, the timing and amounts of are key to the
ratings, especially given the amount of pro forma leverage
(approximately CAD $16.02/boe or US$13.60/boe) against the
company's very short PD reserve life of 4.4 years.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B' long-term senior unsecured debt ratings
on Calgary, Alberta-based Paramount Resources Ltd. on CreditWatch
with negative implications following the company's announcement of
its intention to seek shareholder and bondholder approval to
spin-off a portion of its existing asset base into a new Canadian
income trust. The proposed spin-off will affect the ratings on the
US$215 million of public debt remaining after the announced
repurchase of about US$85 million in debt.


PQ CORP: S&P Rates Proposed $300M Senior Subordinated Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to specialty chemical producer PQ Corp. and its 'B-'
rating to the company's proposed $300 million senior subordinated
notes due 2013, to be issued under Rule 144a with registration
rights.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and a recovery rating of '3' to the
company's proposed $410 million of bank credit facilities, based
on preliminary terms and conditions.  The 'B+' rating is at the
same level as the corporate credit rating; this and the '3'
recovery rating indicate a meaningful (50%-80%) recovery of
principal in the event of a default.  The outlook is stable.

Proceeds from the new bank credit facility and the senior
subordinated notes will be used to finance the acquisition of PQ
by JPMorgan Partners and to repay a portion of the company's
existing indebtedness.

Berwyn, Pennsylvania-based PQ will have more than $600 million of
debt, pro forma for the acquisition.

"The initial ratings on privately held PQ Corp. reflect the
company's very aggressive financial profile, somewhat offset by
its fair business position as a specialty chemical producer," said
Standard & Poor's credit analyst Peter Kelly.

PQ, with sales of $587 million, manufactures and markets inorganic
specialty chemicals and engineered glass materials through two
divisions.  In the chemicals division (66% of sales), the company
offers sodium silicate, magnesium sulfate, zeolite, catalytic
zeolites and zeolite-based catalysts, polyolefin catalysts,
specialty adsorbents, and other industrial chemicals.

The Potters division (34% of sales) offers engineered glass
materials such as solid glass spheres and hollow glass
microspheres for use in reflective materials for highway safety,
and in applications for metal finishing, polymer additives and
conductive materials.

PQ's credit quality reflects:

   (1) its well-established business positions;

   (2) the company holds the No. 1 market position in product
       lines that make up over 80% of sales.

The company holds approximately 66% of the North American sodium
silicate market and 30% of the global market.  In the highway
safety market for engineered glass spheres, PQ holds at least 50%
of the market.


PROVIDIAN FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service has put on review for possible upgrade
the parent company ratings of Providian Financial Corporation's
senior unsecured at B2.  The rating agency also affirmed the
ratings and stable outlook for Providian's principal operating
subsidiary, Providian National Bank's Deposits at Ba2.  

The rating actions reflect the improvements in Providian's parent
company liquidity as well as the recent decision by Providian's
regulators to allow Providian National Bank to pay a dividend to
the parent company, the first such dividend in over three years.  
The dividend reduces parent double leverage and increases the
company's financial flexibility.

Moody's said the review will focus on the parent company's future
funding and liquidity strategies, on management's future growth
objectives, and on Providian Financial's ability to further
improve the risk-adjusted profitability of its credit card
portfolios in the future.  The rating agency noted that while
asset quality has improved as the company's portfolio mix has
shifted, Providian still faces considerable challenges in a highly
mature and slow growing industry dominated by significantly larger
competitors.

The ratings placed on review for possible upgrade:

   -- Providian Financial Corporation

      * the B2 rating for senior unsecured debt

   -- Providian Capital I
   
      * the Caa1 rating for trust preferred securities

   -- Providian Financing I, II, III & IV

      * the (P)Caa1 shelf ratings for trust preferred securities

The ratings affirmed are:

   -- Providian National Bank

      * deposits at Ba2/NP, other senior obligations and issuer
        rating at Ba3, financial strength rating at D, ratings
        outlook at stable

Providian Financial Corporation, headquartered in San Francisco,
California, is the ninth largest general purpose credit card
issuer in U.S. and had total managed receivables of $18.5 billion
as of December 31, 2004.


QUANTEGY INC: Administrator Says There Will Be No Committee
-----------------------------------------------------------
The Bankruptcy Administrator for the Middle District of Alabama
tells the Bankruptcy Court that no unsecured creditors' committee
can be appointed in Quantegy International, Inc., and its
debtor-affiliates' chapter 11 cases at this time.

Michael A. Fritz, Sr., Esq., the Administrator's counsel, explains
that none of the unsecured creditors his office has contacted are
willing to serve on a formal creditors' committee.

Headquartered in Opelika, Alabama, Quantegy, Inc. --
http://www.quantegy.com/-- provides a full line of audio, video,  
data, storage, logging and instrumentation recording media
products.  The Company along with its debtor-affiliates filed for
chapter 11 protection on Jan. 10, 2005 (Bankr. M.D. Ala. Case No.
05-80042).  Cameron-RRL A. Metcalf, Esq., at Esq., Metcalf &
Poston, PC, represents the Debtors in their restructuring efforts.  
When Quantegy, Inc., filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million to $50 million.


RECYCLED PAPERBOARD: Committee Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Recycled  
Paperboard, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Lowenstein Sandler PC as
its counsel.

Lowenstein Sandler is expected to:

   a) provide legal advice to the Committee with respect to its
      powers and duties as an official committee appointed under
      Section 1102 of the Bankruptcy Code;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtor,
      the operation of the Debtor's business, potential claims,
      and any other matters relevant to the formulation of
      a plan of reorganization;

   c) provide legal advice to the Committee with respect to the
      process for approving a proposed disclosure statement and
      confirming a plan of reorganization;

   d) prepare on behalf of the Committee, applications, motions,
      complaints, answers, orders, agreements and other legal
      papers;

   e) appear in Court to present necessary motions, applications,
      and pleadings, and  protect the interests of those
      represented by the Committee;

   f) assist the Committee in requesting the appointment of a
      trustee or examiner, if this action should be necessary; and

   g) perform other legal services that may be required and in the
      interest of the Committee.

Kenneth A. Rosen, Esq., a Member at Lowenstein Sandler, is the
lead attorney for the Committee.  Mr. Rosen discloses that the
Firm did not receive a retainer for its representation of the
Committee.

Mr. Rosen reports Lowenstein Sandler professionals bill:

    Designation             Hourly Rate
    -----------             -----------
    Members                 $300 - 445
    Senior Counsel           275 - 395
    Counsel                  200 - 350
    Associate                160 - 295
    Legal Assistant           75 - 150

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

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RELIANCE GROUP: Creditors Panel Releases RFSC Plan Voting Results
-----------------------------------------------------------------
On behalf of the Official Committee of Unsecured Creditors
appointed in the chapter 11 cases of Reliance Group Holdings,
Inc., and its debtor-affiliates, Brian D. Goldberg, Esq., at
Orrick, Herrington & Sutcliffe, in New York, relates that, in
accordance with the solicitation procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, creditors
entitled to vote on the First Amended Plan of Reorganization for
Reliance Financial Services Corporation were instructed to return
their ballots to Orrick, Herrington & Sutcliffe.  Mr. Goldberg was
the attorney at Orrick, Herrington & Sutcliffe responsible for
collecting and tabulating any ballots received.

As of the December 9, 2004, Voting Record Date, holders of Claims  
in Classes 2, 4a and 4b were entitled to vote to accept or reject  
the Plan.  For a ballot to be counted as valid, the ballot must  
have been properly completed and executed by the holder of a  
claim or that holder's authorized representative, and must have  
been received by the 4:00 p.m. (Eastern time) deadline on  
January 7, 2004.

The tabulation of ballots indicates that all Voting Class accept  
the Plan:

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
  2        $151,401,547      62.00%     $93,035,120     38.00%
  4a         82,500,000     100.00%               0      0.00%
  4b        288,000,000     100.00%               0      0.00%

                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
  2                 9        69.00%            4        31.00%
  4a                1       100.00%            0         0.00%
  4b                1       100.00%            0         0.00%

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RITE AID: Offering 2.3 Mil. Mandatory Convertible Preferred Shares
------------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) is commencing a public
offering, subject to market and other conditions, of 2.3 million
shares of mandatory convertible preferred stock  at a price of
$50 per share.  The offering is being made pursuant to an
effective shelf registration statement previously filed with the
Securities and Exchange Commission.  In connection with the
offering, Rite Aid will grant the underwriters an over-allotment
option to purchase up to an additional 200,000 shares of
HiMEDS(SM).  Rite Aid intends to use the net proceeds from the
offering to redeem, at a purchase price of 105% plus any accrued
dividends, $103 million liquidation preference of its Series D
Cumulative Convertible Pay-in-Kind Preferred Stock.  Any remaining
net proceeds will be used to purchase additional shares of Series
D preferred stock or for working capital and general corporate
purposes.

The offering is being lead managed by J.P. Morgan and Citigroup
will act as a co-manager.

Copies of the prospectus and prospectus supplement related to the
public offering may be obtained from J.P. Morgan Securities Inc.,
Prospectus Department, One Chase Manhattan Plaza, New York, NY
10081 (Telephone Number 212-552-5164).

This announcement does not constitute an offer to sell or a
solicitation of an offer to buy HiMEDS(SM).  The HiMEDS(SM) will
not be sold in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.

                       About the Company

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of $16.6 billion and approximately
3,400 stores in 28 states and the District of Columbia.


                         *     *     *

As reported in the Troubled Company Reporter on Jan 7, 2005
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

The Rating Outlook is Stable.


SBA COMMS: Holding Fourth Quarter Conference Call on March 1
------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) will release its
fourth quarter results on Monday, Feb. 28, 2005, after the market
close.  SBA will host a conference call on Tuesday, Mar. 1, 2005
at 10:00 a.m. EST to discuss these results.  The call may be
accessed:

     Dial-in number:           877-209-0397
     Conference call name:     "SBA Fourth Quarter Results"
     Replay:                   March 1, 2005 at 3:15 p.m. to
                               March 15, 2005 at 11:59 p.m.
     Number:                   800-475-6701
     Access Code:              ID: 767825
     Internet access:          http://www.sbasite.com/

                             Outlook

The Company is providing its Full Year 2005 Outlook for
anticipated results from continuing operations.  

SBA ended 2004 owning 3,060 towers in continuing operations.  In
the fourth quarter of 2004, we built ten towers and acquired five
towers.  We have agreed to purchase an additional thirty-two
towers for approximately $10.7 million, of which approximately 60%
is expected to be paid in SBA common stock and the remainder in
cash.  The $10.7 million purchase price represents a 13x multiple
of run rate site leasing gross profit.  We have closed on the
purchase of four of the towers and we anticipate the remainder of
these purchases will be consummated in the first quarter of 2005.  
We also plan on building 50 to 75 new towers in 2005 for our
ownership.

                       About the Company

SBA Communications Corporation (Nasdaq: SBAC) --
http://www.sbasite.com/-- is a leading independent owner and  
operator of wireless communications infrastructure in the United
States.  SBA generates revenue from two primary businesses -- site
leasing and site development services.  The primary focus of the
Company is the leasing of antenna space on its multi-tenant towers
to a variety of wireless service providers under long-term lease
contracts.  Since it was founded in 1989, SBA has participated in
the development of over 25,000 antenna sites in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned a Caa1 rating to the recently
issued $250 million 8.5% Senior Notes due 2012 of SBA
Communications Corp.  Moody's also upgraded the ratings of SBA
Communications and its subsidiaries, as outlined below, based upon
the improved free cash flow profile of the company from cash flow
growth and the benefits of its recent financing activities.

The affected ratings are:

   -- SBA Communications Corporation

        * Senior Implied Rating -- B2 (upgraded from B3)
        * Issuer Rating -- Caa1 (upgraded from Caa2)
        * 8.5% Senior Notes due 2012 -- Caa1 (assigned)
        * 10.25% Senior Notes due 2009 -- rating withdrawn

   -- SBA Telecommunications, Inc.

        * 9.75% Senior Discount Notes due 2011 -- B3 (upgraded
          from Caa1)

   -- SBA Senior Finance, Inc.

        * $75 million senior secured revolving credit facility
          expiring 2008 -- B1 (upgraded from B2)

        * $325 million senior secured term loan maturing 2008 --
          B1 (upgraded from B2)


SEGA GAMEWORKS: Has Until Feb. 9 to Make Lease-Related Decisions
----------------------------------------------------------------
The Honorable Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, gave Sega
Gameworks L.L.C. an extension until Feb. 9, 2005, to decide
whether to assume, assume and assign, or reject its unexpired
leases of non-residential real property.

The Debtor needs the extension to properly analyze each lease to
avoid premature rejection or assumption of the leases.

Headquartered in Glendale, California, SEGA Gameworks LLC --
http://www.gameworks.com/-- operates 16 video arcades in 11 US  
states, Canada, Guam, and Kuwait.  The Company filed for chapter
11 protection on March 9, 2004 (Bankr. C.D. Calif. Case No.
04- 15404).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
both estimated debts and assets of $50 million.


SEMINIS INC: S&P Places Low-B Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on Seminis,
Inc., including the company's 'B+' corporate credit rating, on
CreditWatch with positive implications.

Seminis is a fruit and vegetable seed manufacturer and
distributor.  The ratings on the company's wholly owned subsidiary
Seminis Vegetable Seeds, Inc., were also placed on CreditWatch.

Oxnard, California-based Seminis had $513 million of
lease-adjusted total debt outstanding as of Sept. 30, 2004.

"The CreditWatch placement follows the company's announcement that
it has entered into a definitive agreement with Monsanto Company
(A-/Stable/A-2) under which Monsanto would acquire Seminis for
$1.4 billion in cash, plus a performance-based payment of up to
$125 million payable by the end of fiscal 2007," said Standard &
Poor's credit analyst Ronald Neysmith.

Following the completion of the transactions and repayment of
Seminis' outstanding notes, all ratings will be withdrawn.  The
transaction is expected to close in the third quarter of fiscal
2005.


SEQUOIA MORTGAGE: Fitch Rates $920,000 Class B-5 Certs. at B
------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2004-12, are rated by Fitch Ratings:

     -- $807,232,715 classes A-1, A-2, A-3, X-A1, X-A2, X-B, and
        A-R 'AAA';

     -- $8,588,000 class B-1 'AA';

     -- $6,134,000 class B-2 'A';

     -- $3,680,000 class B-3 'BBB';

     -- $2,453,000 class B-4 'BB';

     -- $920,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the:

     * 1.40% class B-1,
     * 1.00% class B-2,
     * 0.60% class B-3,
     * 0.40% privately offered class B-4,
     * 0.15% privately offered class B-5, and
     * 0.45% privately offered class B-6 certificates.

The ratings on classes B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud and
special hazard losses in limited amounts.  The ratings also
reflect the quality of the mortgage collateral, the capabilities
of Wells Fargo Bank, National Association, as master servicer
(rated 'RMS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The class A-3 represents $218,330,615 (approximately 46%)
resecuritization of the Sequoia Mortgage Trust 2004-7 class A-1
certificate, which closed on July 29, 2004.  Class A-1 is rated
'AAA' by Fitch.  As a resecuritization, the class A-3 will receive
all its cash flow from the underlying class A-1 certificate, which
receives its cash flow from the underlying mortgage loans in
Sequoia Mortgage Trust 2004-7.  The pool 1 collateral securitizing
the Sequoia 2004-7 class A-1 certificate are loans, which have
interest-only terms of either five or 10 years, with principal and
interest payments beginning thereafter and adjusting semi-annually
based on the six-month LIBOR rate plus a margin.

The Sequoia Mortgage Trust 2004-12 consists of two
cross-collateralized groups of adjustable-rate mortgage loans,
designated as pool 1 and pool 2.  Each group's senior certificates
will receive interest and/or principal from its respective
mortgage loan group.  In certain very limited circumstances when a
pool experiences either rapid prepayments or disproportionately
high realized losses, principal and interest collected from the
other pools may be applied to pay principal or interest, or both,
to the senior certificates of the pool that is experiencing such
conditions.  The subordinate certificates will support both groups
and will receive interest and/or principal from available funds
collected in the aggregate from both mortgage pools.

The two groups in aggregate contain 1,761 fully amortizing 25- and
30-year adjustable-rate mortgage loans, secured by first liens on
one- to four-family residential properties, with an aggregate
principal balance of $613,439,879 and a weighted average principal
balance of $348,347.  All of the loans have interest-only terms of
either five or 10 years, with principal and interest payments
beginning thereafter and adjusting monthly or semi-annually based
on the one-month LIBOR or six-month LIBOR rate plus a margin,
respectively.  Approximately 53% and 21% of the mortgage loans
were originated by GreenPoint Mortgage Funding, Inc., and Morgan
Stanley Dean Witter Credit Corporation, respectively.  The
remainder of the loans was originated by various mortgage lending
institutions.  The weighted average original loan-to-value ratio
-- OLTV -- is 69.28% and a weighted average FICO of 734.  Second
home and investor-occupied properties constitute 10.85% and 1.91%,
respectively.

The states with the largest concentration of mortgage loans are:

     * California (29.54%),
     * Florida (11.18%), and
     * Ohio (5.62%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate-holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits.  HSBC Bank USA will act
as trustee.


SLATER STEEL: Judge Walrath Confirms Joint Plan of Liquidation
--------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for
the District of Delaware confirmed the Joint Plan of Liquidation
of Slater Steel U.S., Inc., and its debtor-affiliates filed on
Oct. 28, 2004.

Judge Walrath determined that the Debtors have complied with all
the applicable provisions satisfying Section 1129 of the
Bankruptcy Code.

                      About the Plan

The Plan provides for the substantive consolidation of all the
Debtors and the establishment of a Distribution Trust to
distribute the Debtors' assets transferred to it.

Under the terms of the Plan:

     -- secured lender claims amounting to $60,183,000 will
        receive a pro rata share of class C-1 Beneficial
        Interests in the Distribution Trust;

     -- general unsecured claims totaling $51,422,000 will
        receive a pro rata share of class C-4 Beneficial
        Interests in the Distribution Trust;

     -- no property will be distributed to or retained by the
        holders of allowed intercompany claims, penalty claims,
        and old stock interests; and

     -- full payment will be made to:

          * other secured claims -- $462,000
          * unsecured priority claims -- $661,000
          * administrative claims, and
          * priority tax claims

        on the effective date or as soon as applicable.

Headquartered in Wayne, Indiana, Slater Steel U.S., Inc., a mill
producer of specialty steel products, filed for chapter 11
protection on June 2, 2003 (Bankr. Del. Case No. 03-11639). Daniel
J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of $50 million and estimated
debts of $100 million.


SOLUTIA INC: Wants Court to Approve Exit From Acrylic Fibers Biz
----------------------------------------------------------------
Solutia, Inc., (OTC Bulletin Board: SOLUQ) will exit the acrylic
fibers business, pending approval by the U.S. Bankruptcy Court.
The company's plant in Decatur, Alabama, will continue to operate
as a producer of chemical intermediates for use in nylon products,
but will close its acrylic fiber operation in early-to-mid April.
This action will impact approximately 250 Solutia employees and
200 contractors, most of whom work at the Decatur plant.

"Despite the tremendous efforts of those within our acrylic
business to reduce costs and improve productivity, the business
has simply been unable to compete as fiber and textile
manufacturing has moved outside the United States," said John
Saucier, president of Solutia's Integrated Nylon platform.  "In
the coming weeks, we will work diligently to ensure our employees
impacted by this event are treated fairly, and to support our
customers as they transition to other suppliers."

Jeffry N. Quinn, president and CEO of Solutia Inc., stated, "A key
component of our reorganization strategy is to re-shape our asset
portfolio so that it consists of high-potential businesses
leveraged on Solutia's core competencies that can consistently
deliver returns in excess of their cost of capital.  Exiting the
acrylic fiber business, which in recent years has been rendered
unprofitable due to low-cost foreign competition, declining global
demand trends and sustained high raw material prices, is our most
recent step forward in implementing this strategy."

This matter is subject to bankruptcy court approval, and is
scheduled to be heard in the U.S. Bankruptcy Court for the
Southern District of New York on Feb. 17.

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


SOLUTIA INC: Has Until May 16 to Make Lease-Related Decisions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Solutia, Inc., and its
debtor-affiliates can elect to assume, assume and assign, or
reject their Unexpired Leases to and including May 16, 2005,
without prejudice to their ability to request a further extension.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Reopens Talks for Sale of Eddie Bauer Chain
--------------------------------------------------------
Spiegel, Inc., has reopened negotiations with potential buyers for  
its Eddie Bauer chain, Erica Copulsky and Suzanne Kapner at New  
York Post report.  Spiegel put off plans to divest the business  
in November 2004 after receiving lackluster bids.  Spiegel  
expected Eddie Bauer to fetch as much as $1 billion.  Current  
offers may be as low as $600 million, New York Post says.

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)


SYBRON DENTAL: Earns $15 Million Net Income in 2005 First Quarter
-----------------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD) disclosed its
financial results for its first fiscal quarter ended
Dec. 31, 2004.

                      First Quarter Results

Net sales for the first quarter of fiscal 2005 totaled
$149 million, an increase of 13.0% over the $131.9 million in net
sales in the prior year period.  Sybron's internal net sales,
which exclude currency fluctuations and the impact of acquisitions
made in the past twelve months, grew 6.7% in the first quarter.  
The Company's consumable products, which represented approximately
97.5% of total net sales in the first quarter of fiscal 2005, had
an internal net sales growth rate of 8.2%.

Net income for the first quarter of fiscal 2005 was $15.0 million,
compared with net income of $11.9 million, in the same period of
the previous year.  Diluted earnings per share increased by 23%
over the prior year period.

In the first quarter of fiscal 2005, Sybron generated
$16.4 million in free cash flow, defined as cash flows from
operating activities of $19.8 million minus capital expenditures
of $3.4 million.  This compares with free cash flow of $17.6
million in the same period of the previous year (cash flows from
operating activities of $20.3 million minus capital expenditures
of $2.7 million).

"We had an excellent start to the fiscal year driven by a strong
response to our recently introduced products," said Floyd W.
Pickrell, Jr., Chief Executive Officer of Sybron Dental
Specialties.  "We believe we are continuing to increase our market
share in orthodontics, and we are pleased with the strong internal
growth of our consumable professional dental products.  We are
also seeing the benefits of our recent facility rationalization
efforts, which, along with more favorable foreign currency
exchange rates, produced an increase in gross margin of almost
three percentage points over the prior year."

                    Ormco and Kerr Highlights

During the first quarter, the internal net sales of the Company's
Specialty Products segment (Ormco) grew 10.4% over the same period
in the prior year.  Sales in the quarter were positively impacted
by account conversions to the new Damon 3 self-ligating bracket,
and strong sales of the new Elements Obturation device for
endodontic procedures.  Total sales of the Specialty Products
segment were also positively impacted by the acquisition in
October of Innova LifeSciences and its line of dental implants,
the sales of which are meeting the Company's expectations.

During the first quarter, internal net sales of the Company's
Professional Dental segment (Kerr) increased 3.3% over the same
period in the prior year.  Internal net sales of Professional
Dental consumable products increased 6.4%.  Sales in the quarter
were positively impacted by continued solid sales of the Premise
nanocomposite, a strong response to the new MaxCem self-adhesive
cement, and higher sales of infection prevention products, driven
by further penetration of the medical market.

               First Quarter Financial Highlights

Gross margins in the first quarter of 2004 were 57.3%, compared
with 54.6% in the same period of the previous year.  The increase
in overall gross margin is primarily attributable to increased
manufacturing efficiencies resulting from facility rationalization
efforts, as well as more favorable foreign currency rates.

Selling, general and administrative expenses were $58.0 million,
or 38.9% of net sales, in the first quarter of 2005, compared with
$48.5 million, or 36.8% of net sales, in the same period of the
prior year.  The increase in SG&A as a percentage of sales from
the previous year is primarily attributable to foreign currency
fluctuations, as well as the addition of Innova LifeSciences,
which carries a higher SG&A as a percentage of net sales.

Research and development expenditures were $2.8 million in the
first quarter of 2005, compared with $3.1 million of expenditures
in the same period of the prior year.

The average debt outstanding for the quarter was $249.0 million
with an average interest rate of 7.8%.  Total debt outstanding at
December 31, 2004 was $245.3 million. Total debt outstanding
increased during the quarter due to the $44.5 million in
borrowings used to finance the acquisition of Innova LifeSciences,
which was partially offset by $19.7 million in debt repayments
during the quarter.

Sybron's cash and cash equivalents balance increased to $49.6
million at Dec. 31, 2004 from $40.6 million at Sept. 30, 2004. The
Company is currently evaluating the impact of the American Jobs
Creation Act of 2004, which allows for the repatriation of foreign
earnings at favorable tax rates.

Sybron's capital structure was 42.0% debt and 58.0% equity at Dec.
31, 2004.  This compares with 53.6% debt and 46.4% equity at
December 31, 2003.

                             Outlook

As part of the Company's continuing efforts to enhance
efficiencies and optimize capacity utilization throughout its
manufacturing facilities, Sybron has implemented a plan to close
Kerr's Demetron facility, which develops and manufactures curing
lights, and transfer production to Kerr's Orascoptic facility,
which develops and manufactures magnification devices for dental
procedures.  When the closure is completed, the Company expects
that the facility rationalization will result in annual savings of
$0.5 million, which will positively impact the Company's gross
margins.  Over the next three quarters, the Company expects to
record $1.4 million in expenses related to this closure.

Sybron expects the plant closure will result in these expenses and
cost savings in each quarter:

                   Expenses        Cost Savings     Pre-Tax Impact
                   --------        ------------     --------------
     Q2 2005       $979,000                $0         $(979,000)
     Q3 2005       $292,000           $63,000         $(229,000)
     Q4 2005       $108,000          $111,000            $3,000


The Company continues to explore other opportunities to increase
capacity utilization and believes it can further consolidate its
facilities to yield positive gross margin benefits.

In the second quarter of fiscal 2005, Sybron also expects to
record a $1.4 million charge related to the retirement of the
Company's Chief Financial Officer, Gregory D. Waller, who has
announced his intention to retire in 2005.  Approximately
$1.0 million of this charge relates to the extension of the
expiration date for Mr. Waller's stock options, and will only be
triggered if Mr. Waller has not exercised his stock options before
his retirement date.

For the second quarter of fiscal 2005, Sybron expects revenue to
range from $160 million to $167 million, and diluted earnings per
share to range from $0.44 to $0.47, which reflects the one-time
charges for the Demetron facility closure, the retirement
transition package for Mr. Waller and an effective tax rate of
32%.

Sybron also reaffirmed its revenue guidance for the full fiscal
year 2005.  Sybron continues to expect revenue to range from
$620 million to $630 million.  The Company now expects diluted
earnings per share to range from $1.68 to $1.78 for the full
fiscal year 2005, which reflects the one-time charges for the
Demetron facility closure, the retirement transition package for
Mr. Waller and an effective tax rate of 32%.

Commenting on the outlook for Sybron, Mr. Pickrell said, "We are
very pleased that many of our new products are driving the level
of growth that we projected.  We are just beginning to penetrate
the market with products like the Damon 3 bracket, MaxCem, and the
Elements Obturation device, and we have excellent opportunities to
continue to increase the sales of these products.  Combined with
the enhanced efficiencies that are driving improvement in our
gross and operating margins, we expect fiscal 2005 to be a strong
year of profitable growth for Sybron."

                  Non-GAAP Financial Measures

The Company has included information concerning EBITDA and free
cash flow because management believes that certain investors use
this information as measures of a company's performance and
ability to service its debt.  EBITDA and free cash flow should not
be considered as alternatives to, or more meaningful than, net
income as an indicator of Sybron's operating performance or cash
flows as a measure of liquidity.  EBITDA and free cash flow have
not been prepared in accordance with generally accepted accounting
principals -- GAAP.  EBITDA and free cash flow, as presented by
Sybron, may not be comparable to similarly titled measures
reported by other companies.

The live webcast and archived replay may be accessed in the
Investor Relations section of Sybron Dental's website at
http://www.sybrondental.com.

                       About the Company

Sybron Dental Specialties, Inc.-- http://www.sybrondental.com--  
and its subsidiaries are manufactures value-added products for the
dental and orthodontic professions and products for use in
infection control. Sybron Dental Specialties develops,
manufactures, and sells through independent distributors a
comprehensive line of consumable general dental and infection
prevention products to the dental industry worldwide. It also
develops, manufactures, markets and distributes an array of
consumable orthodontic and endodontic products worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 21, 2004,
Moody's Investors Service upgraded the ratings of Sybron
Dental Specialties, Inc., to reflect the merger of Sybron
Dental Management, Inc. into SDS.

Ratings affected are:

   -- $150 million Senior Secured Revolver due, 2007, to Ba2 from
      Ba3

   -- $90 million Senior Secured Term Loan due, 2009, to Ba2 from
      Ba3

   -- $150 million Senior Subordinated Notes, due 2012, to B1 from
      B2

   -- Senior Implied Rating, to Ba2 from Ba3

   -- Senior Unsecured Issuer Rating, to Ba3 from B1

The outlook for the ratings is stable.

As reported in the Troubled Company Reporter on April 2, 2004,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Sybron Dental Specialties Inc. to 'BB+'
from 'BB-', and its subordinated debt rating to 'BB-' from 'B'.  
The outlook is stable.


TALIDESIGNS GROUP: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Talidesigns Group
        PO Box 2666
        Issaquan, Washington 98027

Bankruptcy Case No.: 05-10782

Type of Business: The Debtor is a retailer of jewelry and art
                  pieces.  See http://www.talidesigns.com/

Chapter 11 Petition Date: January 24, 2005

Court:  Western District of Washington (Seattle)

Judge:  Samuel J. Steiner

Debtor's Counsel: Marc S. Stern, Esq.
                  5610 20th Avenue Northwest
                  Seattle, Washington 98107
                  Tel: (206) 448-7996
                  Fax: (206) 784-8916

Total Assets: $10,331,000

Total Debts:   $2,077,000

Debtor's 8 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Melissa Larson Estate                         $750,000
13708 240th Avenue Southeast
Issaquah, Washington 98027

U.S. Bank National Association                $443,000
555 Southwest Oak, Suite 505
Portland, Oregon 97204

Glen Herndon                                  $134,000
7150 East Camelback, Road #444
Scottsdale, Arizona 85251

American Express                              $100,000
PO Box 360001
Fort Lauderdale, Florida 33336-0001,

Fedex & GMAC                                   $50,000

Recovar                                        $50,000

Paul King                                      $30,000

Hill Investment                                $20,000


TATER TIME POTATO: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Tater Time Potato Company, LLC
             PO Box 939
             Warden, Washington 98857

Bankruptcy Case No.: 05-00509

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cissne Family, LLC                         05-00512
      Riley J. Cissne                            05-00513

Type of Business: The Debtors packs and ships potatoes.

Chapter 11 Petition Date: January 24, 2005

Court:  Eastern District of Washington (Spokane/Yakima)

Judge:  John A. Rossmeissl

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke, P.S.
                  421 West Riverside Avenue, Suite 960
                  Spokane, Washington 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

                                 Total Assets   Total Debts
                                 ------------   -----------
Tater Time Potato Company, LLC    $11,312,000    $7,639,184
Cissne Family, LLC                $15,160,000    $7,571,714
Riley J. Cissne                   $15,038,510   $11,951,490


A.  Tater Time Potato Company, LLC's 19 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Columbia Packaging                             $48,841
PO Box 2211
Pasco, WA 99302

Warden Hutterian Brethren                       $6,072
1054 West Harder Road
Warden, WA 98857

State of Washington                             $2,800
Department of Agriculture
PO Box 42591
Olympia, WA 98504

Custom Chemical                                 $2,125
PO Box 547
Moses Lake, WA 99220

Spudnik Equipment                               $2,023

Washington State Potato Commission              $1,056

Computerland                                      $854

Grant County PUD                                  $761

Blue Book Services                                $575

Weyerhauser                                       $560

Northern Energy                                   $534

Uniprint                                          $400

Info Tel                                          $394

Industrial & Commercial Products                  $361

Abramson & Hauser                                 $260

Divco, Inc.                                       $170

Northwest Precision AG                            $159

City of Warden                                    $124

Washington Potato & Onion Association             $100


B.  Cissne Family, LLC's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Franklin County Treasurer                      $16,714
1016 North 4th
Pasco, WA 99301


C.  Riley J. Cissne's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Vern Amundson, et ux                           $50,000
c/o Nells Hansen
PO Box 8
Ephrata, WA 98823

Hansen Law Firm                                $35,641
PO Box 8
Ephrata, WA 98823

MPCI Rural Commission Insurance Services       $31,841
PO Box 38
Anoka, MN 55303-0038

SpudSeed.Com LLC                               $26,100

Jeffers, Danielson, Sonn & Aylward, P.S.       $21,850

Abramson & Hauser                              $21,779

Grant County Treasurer                         $17,299

Central Washington Asphalt, Inc.               $15,370

Franklin County PUD                            $14,265

Mutual of Enumclaw Insurance                   $12,533

Inland Oil & Propane                           $12,293

Logan-Zenner Seeds, Inc.                        $9,354

Precision AG Consulting                         $8,395

Fresh Pak                                       $8,211

H & N Electric                                  $7,038

Martinez Trucking                               $6,984

Grant County PUD                                $6,619

Bank of America                                 $6,500

Phister's Farm Aviation                         $6,171

American Express                                $5,619


TOWER AUTOMOTIVE: Moody's Lowers Debt Ratings by Multiple Notches
-----------------------------------------------------------------
Moody's Investors Service downgraded all of the debt ratings of
Tower Automotive, Inc., and its wholly owned subsidiaries R.J.
Tower Corporation and Tower Automotive Capital Trust by multiple
notches in response to the Company's announcement that first
quarter liquidity will be adversely affected versus prior
expectations by at least $57 million.

Moody's additionally widened the notching of certain of Tower
Automotive's debt facilities to reflect estimated recovery values
under the potential scenario that a distressed re-organization of
the company's capital structure becomes necessary.  Tower's SGL-4
speculative grade liquidity rating, which was already in effect
and indicative of the Company's weak liquidity prior to this
latest news release, was simultaneously confirmed.

These rating actions concluded the review for possible downgrade
of the ratings for Tower Automotive, R.J. Tower, and Tower
Automotive Capital that were initiated by Moody's on
Nov. 22, 2004.  The rating outlooks for both the parent and its
subsidiaries are now negative.

Moody's implemented the specific rating actions:

   -- Downgrade to B3, from B1, of the ratings for RJ Tower's $424
      million of remaining guaranteed first-lien senior secured
      credit facilities, consisting of:

      * $50 million revolving credit facility due May 2009;

      * $374 million remaining term loan B due May 2009;

   -- Downgrade to Caa2, from B2, of the rating for R.J. Tower's
      $155 million guaranteed second-lien senior secured synthetic
      letter of credit term loan facility;

   -- Downgrade to Ca, from B3, of the rating for R.J. Tower's
      $258 million of 12% guaranteed senior unsecured notes due
      June 2013;

   -- Downgrade to Ca, from B3, of the rating for R.J. Tower's
      Euro 150 million of 9.25% guaranteed senior unsecured notes
      due August 2010;

   -- Downgrade to C, from Caa3, of the rating for Tower
      Automotive Capital's $258.75 million of 6.75% guaranteed
      trust convertible preferred securities due June 2018;

   -- Downgrade to Caa1, from B2, of Tower's senior implied
      rating;

   -- Downgrade to Ca, from Caa2, of Tower's senior unsecured
      issuer rating;

   -- Confirmation of Tower's SGL-4 speculative-grade liquidity
      rating

Tower Automotive's $125 million of unguaranteed convertible senior
unsecured debentures at the holding company level are not rated by
Moody's.

Tower Automotive's liquidity position prior to this latest
announcement was already a material concern to Moody's which had
caused the rating agency to lower the Company's speculative grade
liquidity rating to SGL-4 in December 2003, and maintain it at
that level even following the refinancing the Company's partial
refinancing in May 2004, and also to subsequently place all of the
Company's debt ratings on review for possible downgrade during
November 2004.

While the closing of the new $50 million domestic accounts
receivable securitization on December 30, 2004 and the indefinite
deferral of about $4.4 million in quarterly dividends for the
convertible trust preferred securities appeared to provide badly
needed liquidity relief, the benefits of these actions will now be
largely negated by the unfavorable impact on Tower Automotive's
January 2005 cash flow performance caused by unanticipated
customer production shutdowns, approximately $40 million cash flow
shortfall and the elimination of early payment programs by certain
customers, approximately $17 million net cash use.

Moody's multiple-notch rating downgrades and assignment of ongoing
negative outlooks for Tower Automotive and its rated subsidiaries
following these rating actions reflect increasingly alarming
trends regarding the company's very constrained liquidity
position, uncooperative second-lien lenders, potential inability
to offset additional OEM early pay terminations, stretching of
trade terms, and limited remaining alternative liquidity solutions
in the face of rising leverage, insufficient cash interest
coverage by operating earnings, and the rising potential for
bankruptcy or some other form of distressed balance sheet
restructuring to be required.

Tower Automotive continues to seek an amendment to its senior
secured credit facility to permit a larger $150 million
securitization facility to replace declining OEM early pay
receivables arrangements, but has been unsuccessful to date in
obtaining the required consent of the second-lien facility lenders
which reportedly consist largely of hedge funds.  

It is additionally unclear whether the already negative North
American trends regarding automotive production levels will
continue to be further exacerbated due to rising dealer
inventories, gas prices, and interest rates, as well as reduced
effectiveness of incentives or other factors.  Tower Automotive's
relatively high revenue concentration with a limited number of
large vehicle platforms notably leaves the company more exposed to
variability of OEM production levels than most suppliers.

Tower Automotive's ability to generate free cash flow from
operations has been constrained by significant up-front launch
costs and capital expenditures associated with a series of new
business roll-outs, restructuring and consolidation charges,
rising raw materials prices, lower North American OEM production
levels, and other factors.  Credit metrics for the last-twelve-
months ended September 30, 2004 were weak with EBIT coverage of
cash interest approximating 0.6x and adjusted debt, including
operating leases and letters of credit to EBITDAR of 6.4x, and are
expected to have worsened since the last reporting date.

Moody's estimates that Tower Automotive's consolidated cash
balance has likely declined materially from the approximately $145
million reported at September 30, 2004 and that the company
remains fully drawn under its senior secured credit facilities.

The total leverage and senior leverage covenant ratios under the
senior secured credit facility also step-down at December 2004 and
March 2005, which creates a further potential draw on cash to meet
the ratio requirements.  Moody's also notes that approximately
$41 million of cash was located at foreign subsidiaries with local
debt at September 30, 2004.  There could be limitations and tax
implications to repatriating cash to meet liquidity requirements
at the domestic subsidiaries.

The B3 ratings on the senior secured first lien-credit facilities
remain one notch above the senior implied rating, indicating
Moody's belief that these facilities will still likely realize a
100% recovery, even in the face of a distressed reorganization.
This is based upon Moody's expectation that sufficient coverage
would be provided either through sales of key assets or
subsidiaries based upon current estimates of enterprise valuation,
or a liquidation of tangible assets as supported by a conservative
borrowing base calculation.

The Caa2 rating of the senior secured second-lien letter of credit
facility and the Ca ratings of the senior unsecured notes were
widened to reflect Moody's belief that these securities will
absorb a significant portion of the loss in the event of a debt
restructuring and also to reflect that the $50 million accounts
receivable securitization recently signed represents an additional
first-lien claim on securitized receivables.  The industrial
revenue bonds and certain operating leases are supported by the
underlying assets as well as by letters of credit written under
the second-lien facility.

The second-lien facility is effectively subordinated to the extent
of the claims of the first-lien holders on the assets of R.J.
Tower and the guarantors.  Senior unsecured noteholders at R.J.
Tower are effectively subordinated to the secured claims of the
first- and second-lien facilities.  Moody's lowest-level C rating
for the convertible trust preferred securities issued by Tower
Automotive Capital Trust, which are guaranteed only by Tower
Automotive, Inc. reflects their contractual and structural
subordination to the obligations at R.J. Tower and Tower's other
operating subsidiaries.

Future events that could drive further rating downgrades include:

  * a further deterioration of liquidity;

  * additional downward OEM production adjustments not budgeted by
    Tower Automotive; and

  * an increase in raw material costs which cannot be passed
    through to customers and lack of market acceptance of the
    platforms underlying Tower's recent and critical new programs
    launches.

Future events that could drive the stabilization of Tower
Automotive's ratings include the execution of additional
initiatives to improve near-term liquidity, combined with the
generation of positive operating cash flows from the Company's
series of recent major new business launches.

Tower Automotive, Inc., now headquartered in Novi, Michigan, is a
Tier 1 supplier of structural components and assemblies for
automotive manufacturers.  Annual revenues approximate
$3.0 billion.


TRANS ENERGY: Welcomes Clarence and Rebecca Smith to Board
----------------------------------------------------------
Trans Energy, Inc., (OTC Bulletin Board: TSRG) welcomes Clarence
and Rebecca Smith as new members of the Board of Directors
immediately following the finalization of the merger agreement
with Arvilla Oilfield Services on Jan. 31, 2005.

Clarence Smith is a native of West Virginia, graduating from St.
Marys, W.V. High School in 1981.  He started Arvilla Well Service
in 1981.  Arvilla Well Service started business by providing well
location construction, reclamation, and wellhead hookup services.
Mr. Smith expanded the business into pipeline construction and the
business became known as Arvilla Pipeline Construction Company
that currently employs approximately 100 people.  Since its start
in West Virginia, Mr. Smith has expanded the business into an
operating zone, which extends from Bristol, Tennessee to Corning,
New York.  This business provides construction services to oil and
gas companies in the Appalachian Basin.  Companies that Arvilla
Pipeline Company works for include Dominion Transmission,
Dominions Peoples, Equitable Production, Columbia Natural
Resources, Cabot Oil & Gas, Belden & Blake, Fortuna, Texas
Keystone and Trans Energy.

In the summer of 2004, Clarence and Rebecca Smith purchased Arrow
Oilfield Services from Belden and Blake Corporation.  Arrow
Oilfield Services was renamed Arvilla Oilfield Services.  Arvilla
Oilfield Services employs approximately one hundred three (103)
full time employees who provide service and swab rigs, brine
hauling and disposal, oil hauling, pipeline construction, well
location and lease road construction, and trucking of oilfield
equipment and operates in New York, Pennsylvania, Ohio, West
Virginia, Kentucky, and Virginia.

Clarence and Rebecca Smith bring twenty-five years of oilfield
experience to Trans Energy, Inc.  The Smiths have drilled,
completed and operated many oil and gas wells as well as building
Arvilla Pipeline into a major pipeline construction company. Their
vast knowledge and experience in many phases of the oil and gas
industry will be a great asset to Trans Energy, Inc.  as we
restructure for the future.
  
                        About the Company

Trans Energy, Inc., an aggressive growth energy company,
specializes in the exploration, completion, drilling and
production of oil and natural gas in the Appalachian and Powder
River Basin.  Further, TSRG is actively involved in the
transmission, transportation and sales of oil and natural gas.

At Sept. 30, 2004, Trans Energy's balance sheet showed a
$5,632,981 stockholders' deficit, compared to a $5,430,033 deficit
at Dec. 31, 2003.


TRUMP HOTELS: Deloitte & Touche's Liquidation Analysis Released
---------------------------------------------------------------
The "best interests" test under Section 1129(a)(7) of the
Bankruptcy Code requires that each holder of impaired claims or
impaired interests receive property with a value not less than the
amount the holder would receive in a liquidation conducted under
Chapter 7 of the Bankruptcy Code.  Trump Hotels & Casino Resorts,
Inc., and its debtor-affiliates' management and Deloitte & Touche
LLP prepared a hypothetical liquidation analysis dated as of the
bankruptcy petition date.

According to THCR President and Chief Operating Officer Scott C.
Butera, the liquidation analysis demonstrates that the
requirements of the "best interest" test are fulfilled.  Under the
Plan, holders of any impaired claims or impaired interests will
receive property with a value equal to or in excess of the value
as would be received under Chapter 7.

           Trump Hotels & Casino Resorts, Inc., et. al
                 Consolidated Liquidation Analysis
                          (In Thousands)

                                    Asset           
                    Unaudited Realization          Hypothetical
                   Book Value           %    Liquidation Values
                        as of    --------   -------------------
                     09/30/04    Low High        Low       High
                     --------   ---- ----   --------    -------

ASSETS
Cash & equivalents   $123,964    100  100   $123,964   $123,964
A/R, net               34,413     25   50      8,603     17,207
Inventories            11,619      0   10          0      1,162
Trump 29 management       512    100  100      6,640      6,640
Prepaid and other
current assets         16,302      0    5          0        815
                                           ---------  ---------
Total current assets                         139,207    149,788

PROPERTY & EQUIPMENT

Trump Taj Mahal:
Building & Land       994,098
All other PPE         154,283
Accum. Depreciation:
   Building & Land   (202,813)
   All other PP&E    (111,940)
                     --------
                      833,628     51   68    425,420    567,227

Trump Plaza:
Building & Land       408,265
All other PPE         272,172
Accum. Depreciation:
   Building & Land   (115,839)
   All other PP&E    (174,533)
                     --------
                      390,065     51   69    200,643    267,524

Trump Indiana:
Building & Land        47,353
All other PPE          48,538
Accum. Depreciation:
   Building & Lan     (12,138)
   All other PP&E     (31,082)
                     --------
                       52,671    179  238     94,125    125,500

Trump Marina:
Building & Land       431,219
All other PPE         156,784
Accum. Depreciation:
   Building & Land    (84,658)
   All other PP&E     (57,557)
                     --------
                      445,788     43   57    191,610    255,480

Trump Taj Mahal Admin:
Building & Land         1,231
All other PPE           6,213
Accum. Depreciation:
   Building & Land       (155)
   All other PP&E      (5,281)
                     --------
                        2,008      0   25          0        502
                                           ---------  ---------
Total PP&E                                   911,798  1,216,233

OTHER ASSETS

Investment in
Buffington JV          35,115     50   50     17,558     17,558

Deferred Loan Costs    21,548      0    0          0          0
Others                 63,978      0   25          0     15,994
                     --------              ---------  ---------

Total Assets       $2,031,611             $1,068,563 $1,399,573
                                          ========== ==========

Gross Proceeds Available
for Distribution                           1,068,563  1,399,573
                                          ==========  =========
Gross Proceeds Available
for Distribution to TAC                      706,272    934,875
                                          ---------- ----------

Gross Proceeds Available
for Distribution to TCH                      362,291    464,698
                                          ---------- ----------

DIP Facility                                  78,000     78,000
                                          ---------- ----------

WIND-DOWN COSTS
Professional fees      17,500                
Trustee fess           41,987
                      -------
Subtotal              $59,487                 59,487     59,487
                                          ---------- ----------
Net proceeds available for
Distribution after DIP Facility
And wind-down costs                         $931,076 $1,262,086
                                          ========== ==========

Net for Distribution to TAC
after DIP & wind-down costs                  615,399    843,037
                                          ---------- ----------

Net for Distribution to TCH
after DIP & wind-down costs                  315,677    419,049
                                          ---------- ----------

                                          Hypothetical Recovery
                                          ---------------------
                                                 Low       High
                                            --------    -------

SECURED CLAIMS
Proceeds available to TAC
   TAC Noteholders                               47%        65%
                                $1,300,000   615,399    843,037

Proceeds available to TCH
   TCH 1st Priority Noteholders                  74%        99%
                                  $425,000   315,677    419,049

   TCH 2nd Priority Noteholders                   0%         0%
                                   $71,000         0          0
                                            --------    -------
Net proceeds available for
Distribution after DIP, wind-down
costs & secured claims                            $0         $0
                                            ========    =======

ADMINISTRATIVE & OTHER PRIORITY CLAIMS
                                                  0%         0%
   Total                                           0          0
                                            --------    -------
Net proceeds available to
unsecured creditors                                0          0
                                            ========    =======

GENERAL UNSECURED CLAIMS
                                                  0%         0%
   Total                                           0          0
                                            --------    -------
Net proceeds available to equity holders           0          0
                                            ========    =======

EQUITY
                                                  0%         0%
   Total                                           0          0
                                            --------    -------

Mr. Butera relates that the Consolidated Liquidation Analysis is
based on discussions with and information provided by the Debtors'
management, its financial advisors and on certain assumptions.  
The Liquidation Analysis is based on unaudited book values of the
Debtors' primary assets as of September 30, 2004, which values are
used to approximate book value at the inception of the liquidation
period.  The values have not been subjected to any review,
compilation, or audit by any independent accounting firm.

                             Approach

Underlying the Liquidation Analysis are certain assumptions based
on management's knowledge of the Debtors' operations and industry
in general.  These assumptions are subject to significant
uncertainties.  The primary basis for estimating the liquidation
value is the determination that the assets have their greatest
potential recovery value if liquidated for the purposes of
operating as gaming establishments.  It should be noted that the
Debtors do not have any current appraisals of their operating
assets to incorporate in the Liquidation Analysis nor can the
management judge with any degree of certainty the impact of the
forced liquidation asset sales on the recoverable value of the
assets.

The estimation process assumes the Debtors' properties could be
sold by a trustee as operating casinos, albeit at actual
diminished capacity, and that a potential buyer already possesses
or could obtain gambling and liquor licenses to effectuate the
sale.  The Debtors' management and Deloitte & Touche believe that
alternative uses for the casino properties would not generate a
significant recovery of value for stakeholders.

Three different approaches were used to estimate the approximate
liquidation range of value for each of the Debtors' casino
properties:

   1) discounted cash flow;

   2) comparable company trading multiples; and

   3) comparable company transaction multiples.

Adjustments were made to reflect the issues potentially implied by
a sale under Chapter 7.

                            Assumptions

The Liquidation Analysis assumes a liquidation of the Debtors'
assets over six months.  The time period reflects an estimate of
the time required to dispose of the material assets as well as
collection of any and all receivables.

For the casinos located in the State of New Jersey, the Debtors'
management and Deloitte & Touche assumes that:

   -- in a Chapter 7 liquidation, a conservator would be
      appointed by the New Jersey Casino Control Commission;

   -- a conservator would run the casinos during the liquidation
      period;

   -- casino operating activity would be negatively impacted
      during the liquidation period;

   -- cash flows during the liquidation period would be neutral
      and thus do not impact the hypothetical liquidation values.

It is unclear if gaming licenses are transferable to a Chapter 7
trustee in the State of Indiana.  Therefore, the Debtors'
management and Deloitte & Touche assumed that a Chapter 7 trustee
would retain qualified professionals to operate the casino during
the liquidation period.  Like the casinos located in the State of
New Jersey, it is assumed that casino operating activity could be
negatively impacted during the liquidation period.  Cash flows
during the liquidation period would be neutral, and thus, do not
impact the hypothetical liquidation values.

                    General Overview of Assets

A. Land and Buildings -- Atlantic City

   The Debtors' management and Deloitte & Touche believe that the
   greatest potential values of three Atlantic City hotel and
   casino properties -- Taj Mahal, Plaza and Marina -- are as
   operating casinos.  Market demand for non-casino rooms in
   Atlantic City is insufficient to maintain occupancy levels
   necessary for profitability particularly when contemplating
   the number of rooms at each casino property.  Furthermore,
   alternative uses for these properties are unlikely to generate
   material value to the estate.

B. Gaming and Alcohol Licenses

   The New Jersey gaming licenses are non-transferable.  However,    
   the Debtors' management and Deloitte & Touche believe it is
   reasonable to assume that, in a liquidation scenario, a buyer
   would either already possess a New Jersey State gaming
   license or could, in a reasonable amount of time, acquire a
   license to operate the three Atlantic City properties.

   The Debtors' Atlantic City liquor licenses are issued by the
   New Jersey Casino Control Commission and are dependant on
   certain contingencies that potentially invalidate them in a
   Chapter 7 liquidation.  Therefore, for purposes of the
   Liquidation Analysis, the Atlantic City liquor licenses are
   assumed to be valueless.

C. Other Assets

   Under a Chapter 7 liquidation, it is assumed that the license
   agreement between the Debtors and Donald J. Trump would be
   assignable.  For purposes of the Liquidation Analysis no
   separate value was ascribed to the asset.  Likewise, it is
   assumed that there is no salable value for the Debtors'
   customer lists, trademarks, patents and any other intellectual
   property due to the inherent uncertainty surrounding the value
   of these assets.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Court Says Mr. Reynertson from UBS Can Testify
------------------------------------------------------------
As previously reported, Trump Hotels & Casino Resorts, Inc., and
its debtor-affiliates filed on November 21, 2004, their DIP and
Cash Collateral Motions.  Through the DIP Motion, the Debtors
sought the approval of the U.S. Bankruptcy Court for the District
of New Jersey for a financing agreement by and between the Debtors
and Beal Bank, SSB, as agent to the secured lenders, to provide up
to $100 million in postpetition, secured financing.  Pursuant to
the Cash Collateral Motion, the Debtors asked the Court to approve
a stipulation by and between the Debtors, and the TAC Noteholders
and the TCH Noteholders.

Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, tells the Court that despite the Official Committee of
Equity Security Holders' repeated requests, the Debtors did not
identify the witness that they intended to present in support of
their Financing Motions until 11:22 p.m. on the day prior to the
Financing Motions' final hearing.  The Debtors identified Soren
Reynertson from UBS Securities, LLC, as their intended witness.  
The Debtors advised that Mr. Reynertson would testify as to the
Debtors' projected cash needs.

The Equity Committee asked the Court to continue the hearing on
the Financing Motions and compel the Debtors to produce the
witness that would be testifying.  The Equity Committee also asked
the Debtors to produce a copy of the engagement letter that sets
forth the services UBS is to provide in the Debtors' cases.
The Court continued the hearing on the Financing Motions to
Jan. 21, 2005, which was later adjourned until Feb. 3, 2005.  The
Equity Committee conducted the deposition of Mr. Reynertson on
January 11, 2005.

The Equity Committee asks the Court to disqualify UBS Securities,
LLC, from testifying at the Finance Motions Hearing and any
subsequent hearing, unless and until UBS' employment is
authorized.

               UBS' Retention As Financial Advisor

Mr. Astin notes that, according to the Disclosure Statement
accompanying the Debtors' prepackaged Plan of Reorganization,
certain of the Debtors retained UBS in January 2004, to advise the
Debtors on their financial position and alternatives, including a
possible restructuring of the Debtors' capital structure.  
Specifically, the Debtors state that they retained UBS on the
terms set forth in an Engagement Letter, dated January 28, 2004,
among UBS, and Debtors Trump Hotels & Casino Resorts, Inc., THCR
Holding Corp., Trump Atlantic City Associates and Trump Casino
Holdings, LLC.

                   UBS Initial Letter Agreement

The UBS Engagement Letter consists of an initial letter agreement
dated January 28, 2004, and a letter amendment dated
Nov. 16, 2004.  Under the January 28 Letter, UBS agreed to act as
the Debtors' "exclusive financial advisor and capital markets
advisor" with respect to a "Restructuring Transaction" defined to
include "any recapitalization, restructuring or other disposition
of any of the Company funded indebtedness. . . ."  Thus, UBS
agreed to provide financial and market-related advisory services,
including "participating in any hearings and trials before any
court or regulatory body in connection with effecting a
Restructuring Transaction. . . ."

In return for UBS' services, the Debtors agreed to pay UBS a
"Restructuring Transaction Fee" equal to:

   (i) $8 million, in the event of the execution of the specific
       Restructuring Transaction contemplated at the time of the
       January 28 Letter; or

  (ii) UBS' customary fee, in the event of the execution of a
       Restructuring Transaction other than the one contemplated
       at the time of the January 28 Letter.

If the Restructuring Transaction was pursuant to a Chapter 11
plan, then the Restructuring Transaction Fee was to be deposited
in a UBS escrow account "to secure payment and indemnity
obligations" under the January 28 Letter.  The fee would be
payable to UBS on the effective date of the Chapter 11 plan.  The
January 28 Letter also required the Debtors to obtain Bankruptcy
Court approval through the Chapter 11 Plan "of the payment of UBS'
fees . . . pursuant to Section 328(a) of the Bankruptcy Code."

Throughout 2004, and pursuant to the January 28 Letter, UBS
assisted the Debtors in soliciting investors and, subsequently,
negotiating with DLJ Merchant Bank.  In late September 2004, the
discussions between the Debtors and DLJMB terminated.
Subsequently, the Debtors, presumably with the assistance of UBS,
quickly negotiated the "Restructuring Support Agreement" dated
October 20, 2004.

                   November 16 Letter Agreement

Between the execution of the Restructuring Support Agreement and
the bankruptcy petition date, the Debtors and UBS entered into the
November 16 Letter.  The primary effect of the November 16 Letter
was to alter the provisions of the January 28 Letter regarding the
Restructuring Transaction Fee.  Specifically, the November 16
Letter removed the escrow provision and made an $8 million
Restructuring Transaction Fee immediately payable in respect of
the Restructuring Transaction contemplated by the Restructuring
Support Agreement.

The November 16 Letter made the Restructuring Transaction Fee
refundable to the Debtors in the event of:

   (i) a conversion of the Debtors' cases to Chapter 7;

  (ii) termination of the engagement by UBS without cause; or

(iii) termination of the engagement by the Debtors, but only in
       the event that no Restructuring Transaction is consummated
       or agreed within 12 months of the termination.

Moreover, the November 16 Letter deleted the requirement that the
Restructuring Transaction Fee be specifically approved "pursuant
to Section 328(a) of the Bankruptcy Code."

The Debtors honored the November 16 Letter, and "in contemplation
of filing the Chapter 11 Cases," paid UBS the $8 million
Restructuring Transaction Fee on November 19, 2004, just two days
before the Petition Date.

            Debtors Expect UBS to Perform Postpetition
          Services Without Filing Employment Application

Although a number of weeks have elapsed since the Petition Date,
the Debtors did not file an application to employ UBS.  In fact,
the Disclosure Statement makes it clear that the Debtors do not
intend to seek the Court's approval to employ UBS.

Nonetheless, the Debtors openly acknowledge that they expect UBS
to perform a variety of professional services for the Debtors
throughout the course of these cases, including:

   -- continuing to provide the financial advisory services
      contemplated by the UBS Engagement Letter;

   -- providing the valuation analysis to prove that the Debtors'
      proposed plan is "fair and equitable;

   -- acting as joint lead arranger and bookrunner for the
      Debtors' exit financing facility; and

   -- providing testimony in support of the Financing Motion.

The Disclosure Statement lists UBS under the heading "The
Debtors' Professionals."

Mr. Astin tells Judge Wizmur that the $8 million paid by the
Debtors to UBS may explain why they do not anticipate paying UBS
any "advisory fees" during the pendency of these cases.  However,
the Debtors intend to reimburse UBS for an undefined scope of
expenses incurred in connection with postpetition services UBS
provided under the Engagement Letter.

If the Court approves the Debtors' commitment letter regarding an
exit facility, UBS would also be entitled to additional fees and
expenses:

   (i) $750,000 in fees payable to UBS upon entry of an order
       approving the Exit Facility Motion;

  (ii) reimbursement up to $500,000 -- shared with Morgan Stanley
       & Co., Inc. -- for reasonable out-of-pocket expenses in
       connection with the Exit Facility;

(iii) a success fee of $1.6 million payable to UBS upon the
       closing of the Exit Facility; and

  (iv) a share of the $100,000 annual administrative fee for the
       term of the Exit Facility.

                     UBS is not Disinterested

Mr. Astin further points out that the Debtors openly acknowledge
that UBS has several prepetition connections to the Debtors,
including:

   -- acting as underwriter and joint book running manager of the
      TCH First Priority Notes and TCH Second Priority Notes in
      2003;

   -- through the Cayman Islands branch of an affiliate, loaning
      Donald J. Trump $11.7 million in 2003 to acquire around
      $15 million aggregate principal face amount of TCH Second
      Priority notes currently beneficially owned by Mr. Trump;

   -- formerly holding, through its trading desk, $2.9 million
      aggregate principal face amount of TCH Second Priority
      Notes;

   -- employing THCR President and Chief Operating Officer Scott
      C. Butera prior to his employment at THCR; and

   -- other unidentified relationships with Mr. Trump and certain
      of his non-debtor affiliates, which are purportedly
      unrelated to the Debtors' cases.

Taken as a whole, the uncovered evidence paints a compelling
picture that the Debtors have gone to great lengths to avoid
seeking authority to employ UBS pursuant to Section 327(a), due to
the fact that UBS cannot satisfy the disinterestedness
requirement.

                 Debtors Must First Obtain Court
                  Approval for UBS' Employment

Section 327(a) provides that the Debtors, "with the court's
approval, may employ one or more attorneys, accountants,
appraisers, auctioneers, or other professional persons, that do
not hold or represent an interest adverse to the estate, and that
are disinterested persons, to represent or assist the trustee in
carrying out the trustee's duties. . . ."

Because the Debtors have not even sought, much less obtained,
approval to employ UBS under Section 327(a), UBS must not perform
services for the Debtors, Mr. Astin argues.

It is now apparent that Mr. Reynertson would be testifying on the
Financing Motions Hearing in his capacity as a representative of
the Debtors' "unemployed" financial advisors.  The UBS Engagement
Letter obligates UBS to provide testimony, as needed, in
connection with its exclusive engagement as the Debtors' financial
advisors.  Mr. Reynertson is also likely to incur business and
travel expenses in connection with any court appearance, for which
the Debtors intend to reimburse UBS.  Thus, unless and until the
Debtors seek and obtain authorization to employ UBS, Mr.
Reynertson and any other UBS representative must be prevented from
providing testimony for the Debtors.

            UBS' Disqualification Benefits All Parties

The Debtors openly flaunt the requirements of Section 327(a) by
refusing to file an application to employ UBS, and now seek to
profit from that same chicanery by offering a UBS representative's
testimony.  If the Court does not put the Debtors in check by
immediately enforcing Section 327(a), the Debtors will continue to
benefit from an "unemployed" financial advisor through and after
the confirmation hearing of their Plan.  The result, Mr. Astin
asserts, would not only render Section 327(a) a nullity, but would
also call into sharp question the fairness and integrity of the
Bankruptcy proceeding.

The Debtors believe that by disqualifying UBS from providing
testimony, unless and until the Court authorized its employment,
they will not suffer any prejudice.  Disqualifying UBS as a
witness will prevent the erosion of the protections provided by
Section 327(a), which ultimately redounds to the benefit of all
parties involved in the Debtors' cases.

                          *     *     *

Judge Wizmur allows Mr. Reynertson to testify on the Financing
Motions Hearing on February 3, 2005.  Judge Wizmur, however,
expressed concerns "about whether UBS would pass muster as
financial adviser for the casino operator as it operates under
Chapter 11 protection," according to the Associated Press.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


U.S. STEEL: Earns Record $462 Million Net Income in Fourth Quarter
------------------------------------------------------------------
United States Steel Corporation (NYSE: X) reported fourth quarter
2004 net income of $462 million, compared to third quarter 2004
net income of $354 million, and a fourth quarter 2003 net loss of
$22 million.

For full-year 2004, U. S. Steel reported net income of
$1,085 million, compared to a 2003 net loss of $463 million, which
included after-tax workforce reduction charges of $404 million.

Commenting on results, U. S. Steel President and CEO John P. Surma
said, "Favorable global steel markets coupled with our
acquisitions and ongoing cost reduction efforts resulted in record
income for U. S. Steel for both the fourth quarter and full year.  
Noteworthy accomplishments during 2004 included successful
integration of the National and Serbian facilities we acquired in
2003, and substantial cash generation, which enabled us to
strengthen our balance sheet and our financial capability to
support future growth initiatives."

The company reported fourth quarter 2004 income from operations of
$551 million, compared with income from operations of $494 million
in the third quarter of 2004 and a loss from operations of
$34 million in the fourth quarter of 2003.  For the year 2004, the
company reported income from operations of $1,584 million versus a
full-year 2003 loss from operations of $730 million.

Net income in fourth quarter 2004 included previously disclosed
tax benefits totaling $30 million related to prior year research
and development credits and U. S. Steel Kosice debt repayment.
These benefits and other items not allocated to segments increased
fourth quarter 2004 net income by $14 million, or 11 cents per
diluted share.  Net income in third quarter 2004 included a
$24 million favorable effect related to the settlements of prior
years' income tax audits.  These settlements and other items not
allocated to segments increased third quarter 2004 net income by
$21 million.  Other items not allocated to segments reduced fourth
quarter 2003 net income by $23 million.

Net interest and other financial income of $23 million in the
fourth quarter of 2004 included a foreign currency translation
gain of $46 million, which exceeded ongoing interest expense.  The
foreign currency translation gain included a $16 million favorable
effect, which was offset in cost of revenues. This
reclassification related to a refinement of inventory accounting
policies for European operations.

                             Outlook

First quarter 2005 average realized prices for the Flat-rolled
segment are expected to remain in line with fourth quarter levels;
however, results will be negatively affected by higher costs for
raw materials and natural gas, as well as slightly lower
shipments.  For full-year 2005, Flat-rolled shipments are expected
to be about 15.4 million tons, reflecting the planned outage at
the Gary No. 13 blast furnace.

For U. S. Steel Europe (USSE), first quarter average realized
prices are expected to be moderately higher than in the fourth
quarter of 2004, with shipments remaining about the same and costs
for raw materials increasing significantly.  USSE shipments for
full-year 2005 are projected to increase by about 15 percent to
approximately 5.8 million net tons due mainly to higher operating
levels at the Serbian facilities following the planned mid-year
startup of a second blast furnace.

Shipments for the Tubular segment in the first quarter of 2005 are
expected to be at about the same level as in 2004's fourth
quarter, while average realized prices are expected to continue to
increase.  Tubular announced price increases for certain products
ranging from $50 to $250 per ton effective in January 2005.  
Full-year shipments are expected to increase to 1.2 million tons.  
Costs will increase as a result of annual transfer price
adjustments for semi-finished steel, which comprehend raw material
cost escalation, and higher costs for purchased rounds.

First quarter 2005 results for Other Businesses will decline
compared to the fourth quarter of 2004 due to normal seasonal
effects at iron ore operations in Minnesota.

Capital expenditures for 2005 are expected to total approximately
$755 million, reflecting domestic spending of approximately
$475 million and European spending of approximately $280 million.
Domestic expenditures include the rebuild of the Gary No. 13 blast
furnace, scheduled for the third quarter.  European expenditures
include initial outlays for a new hot-dip galvanizing line to
support U. S. Steel's European automotive strategy.

In accordance with the previously announced settlement agreement
with the City of Gary, Lake County and the state of Indiana
regarding past years' Gary Works personal property taxes, a Lake
County appeals board is expected to consider a motion to resolve
the appeals in accordance with the proposed settlement.  If the
settlement is approved and becomes final as submitted, U. S. Steel
would pay $44 million and would recognize a favorable income
effect reflecting liabilities accrued in excess of the settlement
amount.  In the event the settlement is approved and becomes final
as submitted before the 2004 financial statements are filed, the
settlement would be recorded as an adjustment to 2004 results.

                      About the Company

U.S. Steel -- http://www.ussteel.com/-- through its domestic  
operations, is engaged in the production, sale and transportation
of steel mill products, coke, and iron- bearing taconite pellets;
the management of mineral resources; real estate development; and
engineering and consulting services and, through its European
operations, which include U. S. Steel Kosice, located in Slovakia,
and U. S. Steel Balkan located in Serbia, in the production and
sale of steel mill products.  Certain business activities are
conducted through joint ventures and partially owned companies.
United States Steel Corporation is a Delaware corporation.

                          *     *     *

As reported in the Troubled Company Reporter on July 6, 2004,
Fitch Ratings has affirmed the senior unsecured long-term debt
ratings of U.S. Steel at 'BB-', the ratings of the company's
senior secured bank debt at 'BB', and convertible preferred stock
at 'B'.  The Rating Outlook has been changed to Stable from
Negative.


UAL CORP: Wants Court to Okay Mechanics' Labor Pact Modifications
-----------------------------------------------------------------
In November 2004, UAL Corporation and its debtor-affiliates sought
to reject their collective bargaining agreements with certain
unions, including the Aircraft Mechanics Fraternal Association,
pursuant to Section 1113(c) of the Bankruptcy Code.  The Debtors
have repeatedly stated, however, that consensual agreements with
the unions are preferable.  Also, in November, the Debtors
presented their unions, including the AMFA, with opening proposals
to modify the collective bargaining agreements.  Since that time,
the Debtors have engaged in intense discussions with the AMFA's
negotiating committee to agree on a contract that would achieve
the needed cost reductions, while avoiding Section 1113(c) relief
against the AMFA.   

The Debtors and the AMFA Negotiating Committee reached a  
tentative agreement on significant and necessary modifications to  
the bargaining agreement.  On January 7, 2005, the parties agreed  
to a term sheet, subject to, among other things, final  
documentation and membership ratification.  Ratification should  
be completed by January 31, 2005, James H.M. Sprayregen, Esq., at  
Kirkland & Ellis, in Chicago, Illinois, says.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Illinois to authorize modifications to their labor
agreement with the AMFA.

Under the Agreement, effective January 1, 2005, AMFA base hourly  
pay rates will be reduced by 5.0% for all non-Utility  
classifications.  Utility base hourly rates will be reduced by  
10.0%.  Hourly pay rates will increase by 1.5% every year from  
2006 through 2009.  Paid holidays will be reduced from 10 to six  
per year.  Sick time will be paid at 75% of the employee's hourly  
rate.  The Debtors may outsource computer technician, fueling and  
Utility work system wide.  The Debtors may perform heavy  
maintenance in offshore, non-U.S. locations on their B747 and  
B777 fleets.   

In return for the concessions, the Debtors will withdraw the  
Section 1113 Rejection Motion without prejudice as it relates to  
the AMFA.  Also, the AMFA stands to participate in the Debtors'  
upside.  The Debtors will provide cash incentives under a Success  
Sharing Program for non-Utility employees based on performance:

                 Year         Target Performance
                 ----         ------------------
                 2005            2.0% of wages
                 2006            2.5% of wages
                 2007            3.0% of wages
                 2008            3.5% of wages
                 2009            4.0% of wages

The Debtors and the AMFA will continue to work to convert the  
tentative agreement into final contract language.  If no  
agreement is reached by April 11, 2005, the Debtors will re-file  
the Section 1113 Motion.  The Debtors will reimburse the AMFA for  
reasonable, actual fees and expenses, up to $1,000,000.

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: To Release Fourth Quarter 2004 Results Tomorrow
---------------------------------------------------------
UAL Corporation (OTCBB: UALAQ), the holding company whose primary
subsidiary is United Airlines, will release its fourth-quarter and
2004 year-end financial results tomorrow, Jan. 27, 2005.

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.


UNIQUE BROADBAND: Incurs $1.2M Net Loss for FY 2005 First Quarter
-----------------------------------------------------------------
Unique Broadband Systems, Inc., (TSX VENTURE:UBS) reported its
results for the first quarter of fiscal 2005, which ended
November 30, 2004.  UBS experienced a significant improvement in
its financial results compared with the same period a year ago.

The net loss for the period was $1.2 million, or $0.01 per common
share, compared with a net loss of $7.4 million, or $0.07 per
common share in the quarter ended November 30, 2003.  The cash
inflow from operating activities was $0.6 million in the quarter
compared with cash used in operations of $2.7 million for the
comparative quarter in 2003.

These improvements were a result of various restructuring actions,
particularly the divestiture of the engineering and manufacturing
business in October 2003.

That divestiture, along with the acquisition of a 51% controlling
interest in Look Communications, Inc., has positioned UBS to
capitalize on the rapid evolution in the wireless market.

"We see mobile broadband as the next stage in the expansion of the
wireless market" said Gerald McGoey, Chairman and Chief Executive
Officer.  "Our new mobile multimedia service - the Mobile
Broadband Video Network - that we will jointly offer with Look is
ideally positioned for this exciting new service.  At Look we have
the necessary licensed spectrum to deliver mobile services and we
have a broadcasting license, which allows us to provide extensive
content At UBS, we can capitalize on extensive experience in the
field, including the development, design and build of the
terrestrial network deployed by XM Satellite Radio, Inc., in the
USA.  And finally, consumer interest in this area is high, which
we believe will result in explosive growth in mobile broadband
services."

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a publicly listed Canadian company that has investments in
broadband assets and a 51% equity investment in Look
Communications, Inc. (TSX VENTURE:LOK).  With its licensed
spectrum through its subsidiary, Look Communications Inc., UBS is
a Canadian digital television broadcaster and broadband wireless
service provider.  

Look -- http://www.look.ca/ -- delivers a full range of  
communications services, including high-speed and dial-up Internet
access, Web applications, digital television distribution and
customer service to both the business and residential markets
across Canada.  In addition, Look provides a number of value-added
services to meet its customers' needs, such as Web hosting, domain
name registration, Web mail, parental filters and virus scanning.  
Look's shares are listed on the TSX Venture Exchange under the
symbol LOK.

At November 30, 2004, Unique Broadband Systems had a $2,853,000
working capital deficit.     

The Company's August 31, 2004, financial statements states that
there is doubt about the Company and Look's ability to continue as
a going concern as they have incurred significant operating losses
over the past two years.


VISTA GOLD: Grants Canyon Option to Buy Hycroft Mine for $10 Mil.
-----------------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; TSX: VGZ), has signed a binding
letter of intent agreement with Canyon Resources Corporation of
Golden, Colorado (Amex: CAU) to grant Canyon a six-month option to
purchase the Hycroft mine in Nevada for an aggregate amount of
US$10 million consisting of a combination of US$4 million in cash
and US$6 million in equity units.

Completion of the transaction is subject to the negotiation and
execution of a definitive option and purchase agreement and
regulatory approval.  The agreement provides for Canyon to expend
US$500,000 on a program of development and exploration drilling
and mine engineering.  The objectives of this program are to
evaluate and expand the oxide reserves of Hycroft and to provide
design information for the restart of oxide leaching operations.

At any time during the six-month period, Canyon may exercise its
option to purchase Hycroft for an aggregate amount of
US$10 million consisting of a combination of US$4 million in cash
and US$6 million in units, with each unit consisting of one share
of Canyon common stock and a warrant to purchase one half share of
Canyon common stock.  The number of units would be calculated by
dividing US$6 million by the average closing price of Canyon
common stock for the 20 trading days prior to the exercise of the
option.  The exercise price of each warrant would be equal to 130%
of the average share price, as calculated, upon exercise of the
option and the warrants would have a term of three years from date
of issue.  Canyon will arrange to register the stock acquired
by Vista as part of this transaction.

In addition, Canyon would have the choice either to arrange new
reclamation bonding for Hycroft or assume the existing bond
(subject to bonding company approval).  If Canyon assumes the
existing bond, Canyon would pay Vista the difference, over a
number of years, between the bond amount (approximately
US$6.8 million) and the bonding company's accepted cost estimate
of reclamation (approximately US$4.2 million), or approximately
US$2.6 million.

If Canyon fails to complete significant physical development
activities directed toward recommencing gold production from oxide
ore leaching during the 12 months following Canyon's purchase,
then Canyon commits to spend $500,000 on exploration for
high-grade gold deposits on the property in each of the two
following 12-month periods.

The agreement would provide that Vista will have the right to
nominate a new Director for Canyon's Board of Directors upon
completion of the purchase, with such nomination subject to
approval by Canyon's shareholders and its existing Board.

Vista and predecessor companies operated the Hycroft mine from
1983 to 1999, and during that period, the mine produced over
1 million ounces of gold.  The mine produced 112,685 gold ounces
in 1998 prior to temporary suspension of mining operations due to
low gold prices at the end of 1998.  In 2004, Mine Development
Associates of Reno, Nevada, completed a Canadian National
Instrument 43-101 compliant update of the feasibility of
restarting operations, as previously reported.  In the study, it
was estimated that the proven and probable reserves in a defined
open-pit were 32.4 million tons of ore grading 0.0175 gold ounces
per ton containing 566,500 ounces of gold.  The pit containing
these reserves also contained an additional approximately
5 million tons of inferred resources containing about 144,000 gold
ounces.

Mike Richings, Vista President and CEO, stated, "The deal with
Canyon represents a significant step forward in Vista's strategy.
We have held the Hycroft mine during a period of low gold prices
during which we improved the value through continued exploration
and engineering studies.  We look forward to the eventual sale of
this mine to Canyon, an experienced operating company, which we
believe can put the gold mine back into production and achieve
significant returns.  Vista would, through its substantial
ownership of Canyon, benefit from this and continue to provide its
shareholders with exposure to the upside of future exploration and
development success.  The funds from the sale will allow Vista to
advance and add value to the significantly larger Paredones
Amarillos and Awak Mas projects, and to continue to acquire
additional gold resources.  We expect higher gold prices in the
future, but we believe it is better to take this timely offer from
Canyon rather than waiting and incurring the continued burden of
the holding costs."
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources. Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Wildcat projects and Hycroft mine, all in Nevada, the
Long Valley project in California, the Yellow Pine project in
Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects
in Mexico, and the Awak Mas project in Sulawesi in Indonesia.

                         *     *     *

As reported in the Troubled Company Reporter on April 1, 2004,
Vista Gold's independent auditors expressed doubt about the
company's ability to continue as a going concern after reviewing
its financial statements for the year ending Dec. 31, 2003.

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Vista Gold
reported a $1,047,000 net loss for the three months ended
September 2004, compared to a $531,000 net loss from the same
period in September 2003.


W.R. GRACE: Responds to Disclosure Statement Objections
-------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates received several
objections to their Disclosure Statement, some of which relate to
threshold confirmation issues and some relate to disclosure
issues.

The Objections addressed by the Debtors are grouped according to
the nature of issues raised:

   * fraudulent conveyance adversary proceedings;
   * insurance;
   * releases;
   * general disclosure requests; and
   * plan confirmability.

With regard to the objection of Sealed Air Corporation and
Cryovac, Inc., the Debtors clarify that that they are not parties
to the Sealed Air Agreement.  The Debtors, the PI Committee and
the PD Committee negotiated for six months to reach an agreement
on an acceptable settlement structure.  The great majority of the
significant issued were resolved.  Therefore, Sealed Air
Corporation's Objections have been mooted.

The Debtors do not object to Fresenius Medical Care Holdings,
Inc.'s request for clarification or additional disclosure with
respect to certain matters raised.

Although their Plan does not contemplate assignment of the
insurance proceeds to the Asbestos Trust, the Debtors point out
that insurance proceeds are an integral part of their
reorganization and will provide working capital for them.  Thus,
the Debtors desire to protect their insurance policies from attack
by non-debtor third parties.  To this end, the Debtors have asked
the Court to approve the Plan, which calls for the issuance of an
Asbestos Insurance Entity Injunction protecting their insurance
assets and not the Insurance Companies.

The Debtors believe that objections relating to the release
provisions are not appropriately brought at this time but rather
should be saved for Plan confirmation.  However, the Debtors have
amended the Plan Documents to:

   -- disclose that the State of Montana is not precluded from
      enforcing any environmental and consent decrees it has with
      the Debtors;

   -- provide for an exception to liability for willful
      misconduct;

   -- disclose questions over the inclusion of the release
      provisions; and

   -- provide a ballot that contains a conspicuous statement that
      a vote in favor of the Plan constitutes a release by a
      claimant or equity security holder.

The Debtors have prepared a Disclosure Statement Objection chart
indicating the issues cited in various objections, the actions
taken to address those issues, and the current status of each
objection.

The Chart can be viewed for free at:

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

The Debtors also prepared a separate chart for objections relating
to fraudulent conveyance proceedings:

   http://bankrupt.com/misc/Disclosure_Statement_Objection_Chart_2.pdf

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Seven Officers Adopt Written Trading Plans
------------------------------------------------------
Mark A. Shelnitz, W.R. Grace & Co. Secretary, discloses to the
Securities and Exchange Commission that on December 9, 2004, three
executive officers and four other officers of the Company adopted
written trading plans in accordance with Rule 10b5-1 of the
Securities Exchange Act of 1934.  According to Mr. Shelnitz, the
plans relate to the sale of stock that may be purchased upon the
exercise of nonqualified Grace stock options that were previously
granted on March 2, 1995, for up to 404,863 shares of Grace common
stock.  The options expire on March 1, 2005.  Under the terms of
the plans, Mr. Shelnitz relates, the officers have instructed
Wachovia Securities, LLC, to exercise the options and sell the
underlying stock on designated days during the 10 business days
from February 15 through March 1, 2005, so long as the market
price of the common stock exceeds the exercise price (including
commission).

The officers were not identified.
                   
Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT STEVENS: Classification of Claims and Interests
---------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the Plan
of Reorganization filed by WestPoint Stevens, Inc., and its
debtor-affiliates groups claims against and equity interests in
the Debtors into 12 classes.

Additionally, pursuant to Section 1123(a)(1), Administrative
Claims, Fee Claims, and Priority Tax Claims have not been
classified and the holders of these Claims are not entitled to
vote to accept or reject the Plan.

Class   Description        Recovery under the Plan
-----   -----------        -----------------------
N/A    Administrative     Paid in full or as otherwise agreed
        Expense Claims
                           100% recovery     
        Estimated Amount:
        $13,258,300

N/A    Compensation and   Paid in full or as otherwise agreed
        Reimbursement
        Claims             100% recovery

        Estimated Amount:
        $6,293,000

N/A    Priority Tax       Paid in full on the Effective Date or
        Claims             over six years from the date of
                           assessment of the tax with interest or
        Estimated          payment as otherwise agreed.
        Amount:
        $1,896,125         100% recovery

N/A    DIP Claims         Paid in full

        Estimated          100% recovery
        Amount:
        $118,137,000

  A     Priority Non-Tax   Paid in full
        Claims
                           100% recovery
        Estimated
        Amount: $0

  B     Other Secured      At Reorganized Debtors' option, the
        Claims             Debtors will pay the claim in cash
                           either 90% of the allowed Claims, or
        Estimated          they may reinstate the debt, return
        Amount:            the collateral, or provide periodic
                           cash payments having a present value
        $__________        equal to the value of the Creditor's
                           interest in the Debtors' property.

                           90% recovery

  C     First Lien         Holders will receive:
        Lender Claims
                           * 23,250,000 shares of New Common
        Estimated            Stock;
        Amount:
        $483,897,447       * 500,000 shares of New Series A
                             Convertible Preferred Stock;

                           * Rights to purchase shares of New
                             Series B Convertible Preferred Stock
                             ($200,000,000 liquidation
                             preference);

                           * Option to sell 5,368,387 shares of
                             New Common Stock for $7.76 per
                             share.

                           In the alternative, the holders will
                           receive the proceeds from the sale of
                           all or substantially all of the
                           Debtors' assets after payment in full
                           of the DIP Claims, Allowed
                           Administrative Expense Claims and
                           Priority Non-Tax Claims.

                           97% recovery

  D     Second Lien        Holders will receive 1,250,000 shares
        Lender Claims      of New Common Stock.

        Estimated          Distributions made to holders of
        Amount:            Second Lien Lender Claims are subject
                           to the terms and conditions of an
        $165,000,000       Intercreditor and Lien Subordination
                           Agreement, dated as of June 29, 2001,
                           between the First Priority Prepetition
                           Lenders and the Second Priority
                           Prepetition Lenders.

                           In the alternative, the holders will
                           receive the proceeds from the sale of
                           all or substantially all of the
                           Debtors' assets after payment in full
                           of the DIP Claims, Allowed
                           Administrative Expense Claims and
                           Priority Non-Tax Claims and First Lien
                           Lender Claims.

                           15% recovery

  E     General            Holders will receive their Ratable
        Unsecured          Proportion of the New Warrants.
        Claims             No distribution if Class rejects
                           Plan.

        Estimated          In the alternative, holders will
        Amount:            receive the proceeds from the sale of
        $43,576,283        all or substantially all of the
                           Debtors' assets after payment in full
                           of the DIP Claims, Allowed
                           Administrative Claims, Priority Non-
                           Tax Claims, First Lien Lender Claims,
                           and Second Lien Lender Claims.

                           0.2% recovery

  F     Noteholder         Holders will receive their Ratable
        Claims             Proportion of the New Warrants.  No
                           distribution if Class rejects Plan.
        Estimated
        Amount:            In the alternative, holders will
        $1,036,312,500     receive the proceeds from the sale of
                           all or substantially all of the
                           Debtors' assets after payment in full
                           of the DIP Claims, Allowed
                           Administrative Claims, Priority Non-
                           Tax Claims, First Lien Lender Claims,
                           and Second Lien Lender Claims.

                           0.2% recovery

  G     PBGC Claims        Holders will receive their Ratable
                           Proportion of the New Warrants.  No
        Estimated          distribution if Class rejects Plan.
        Amount:
                           In the alternative, the holders will
        $214,000,000       receive the proceeds from the sale of
                           all or substantially all of the
                           Debtors' assets after payment in full
                           of the DIP Claims, Allowed
                           Administrative Claims, Priority Non-
                           Tax Claims, First Lien Lender Claims,
                           and Second Lien Lender Claims.

                           0.2% recovery

  H     Litigation         All Litigation Claims not previously
        Claims             allowed by Final Order are Disputed
                           Claims.  At such time as a Disputed
                           Claim becomes an Allowed Claim, the
                           Disbursing Agent will distribute to
                           the holder of the Claim the holder's
                           Ratable Proportion of the property
                           distributable with respect to the
                           Class in which the Claim belongs.

                           N/A

  I     Intercompany       Eliminated and discharged by offset.
        Claims             No distribution

  J     Securities         No Distribution
        Litigation Claims

  K     Punitive Damage    No Distribution
        Claims

  L     Common Stock       No Distribution
        Interests

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


WESTPOINT STEVENS: Expands Ernst & Young's Employment
-----------------------------------------------------
As previously reported, WestPoint Stevens, Inc., and its
debtor-affiliates seek the United States Bankruptcy Court for the
Southern District of New York's authority to amend the terms of
Ernst & Young's employment to include the services contemplated in
the Supplemental Engagement Letter.

Mr. Rapisardi relates that Ernst & Young, LLP, is intimately
familiar with the Debtors' current financial situation and
uniquely qualified to efficiently perform the services
contemplated in the Supplemental Engagement Letter. In fact, the
services to be performed consist mainly of accounting and auditing
services for the year ending December 2004, which E&Y had
previously performed for the years ending 2002 and 2003. Other
than specific inclusion of the services for the year ending 2004,
the terms of E&Y's employment remain substantially the same.

The Court authorizes the Debtors to expand the scope of Ernst &
Young, LLP's employment.

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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

February 10-12, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      10th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
February 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Canadian-American Symposium on Cross Border Insolvency Law
         Marriott Eaton Center, Toronto, Ontario
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu
  
March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005  
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC  
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu
  
April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com
  
May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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