TCR_Public/050127.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, January 27, 2005, Vol. 9, No. 22

                          Headlines

ABITIBI-CONSOLIDATED: Declares 2.5 Cents per Common Share Dividend
ABITIBI-CONSOLIDATED: Appoints Dr. Hans Black to Board
AERO PLASTICS: Look for Bankruptcy Schedules By February 7
AFM HOSPITALITY: Names Susan McIntosh Chief Financial Officer
ALISON GEM CORP: Case Summary & 30 Largest Unsecured Creditors

ALOE SPLASH INC: List of 18 Largest Unsecured Creditors
ALOE SPLASH: Section 341(a) Meeting Slated for Feb. 8
AMERICAN BANKNOTE: Disclosure Statement Hearing Set for Feb. 24
ARMSTRONG WORLD: Hires F. Grasberger as Vice President & CFO
ATHLETE'S FOOT: Committee Wants to Hire Kronish Lieb as Counsel

ATX COMMUNICATIONS: Files First Amended Joint Plan in New York
AVAYA INC: Reports First Fiscal Quarter 2005 Results
BARRETT T.B. INC: Case Summary & 20 Largest Unsecured Creditors
BELL CANADA: Nexxlink Shareholders Approve Acquisition Offer
BOYD GAMING: Board Declares $0.085 Per Share Quarterly Dividend

CABLEVISION SYSTEMS: S&P Affirms Low-B Ratings
CABLEVISION SYSTEMS: Moody's Says Liquidity Profile Remains "Good"
CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget
CATHOLIC CHURCH: Spokane Paying Bishop Skylstad $1,285 per Month
CHESAPEAKE CORP: Ups Cash Flow Guidance for F.Y. 2004 Results

CHOICE COMMUNITIES: Wants to Retain Shapiro as Bankruptcy Counsel
CHOICE COMMUNITIES: Section 341(a) Meeting Slated for Feb. 23
CINCINNATI BELL: Moody's Rates Planned $250M Sr. Sec. Debt at Ba3
CORNERSTONE PROPANE: Names Dave Riggan Chief Financial Officer
CORNING INC: Earns $163 Million of Net Income in Fourth Quarter

CSG SYSTEMS: Earns $12.3 Million of Net Income in Fourth Quarter
DEL MONTE: Moody's Changes Rating Outlook to Positive from Stable
DEX MEDIA: Prices Secondary Offering at $23.25 per Common Share
DII/KBR: Halliburton Completes Asbestos/Silica Settlement Funding
ECHOSTAR COMMS: Moody's Says Liquidity Profile is "Very Good"

FEDERAL-MOGUL: Asks Court to Extend Removal Period to June 1
FIDELITY NATIONAL: Moody's Rates $3.2B Senior Sec. Loans at Ba3
GAP INC: Board Declares $0.0222 per Share Quarterly Dividend
GMAC COMMERCIAL: Fitch Junks $19 Million 1998-C2 Mortgage Security
HEXCEL CORP: Dec. 31 Balance Sheet Upside-Down by $24.4 Million

HOLLINGER INC: Can't Hold Shareholders' Meeting by January 30
HOLLINGER: E&Y Will Examine Ex-Directors P.Y. Atkinson & M. Sabia
HOLLINGER: Will Deposit C$1.5M in Officers' Indemnification Trust
HUFFY CORP: Schatz & Nobel Commences Class Action Lawsuit
INTERSTATE BAKERIES: Court Extends Exclusive Periods to July 19

iSTAR FINANCIAL: Exchanging Series B Notes with 7.70% Sr. Debt
JOSEPH G. ROCHE: U.S. Trustee to Meet Creditors on Feb. 18
KNIGHTHAWK INC: Arranges Up to $2,000,000 of Equity Financing
KRISPY KREME: Has Until Mar. 25 to File October Quarterly Reports
LB COMMERCIAL: Fitch Affirms $9.1MM 1995-C2 Multi-Class Certs.

LEPPLA MOVING: List of its 20 Largest Unsecured Creditors
LUXFER HOLDINGS: Moody's Junks Senior Unsecured Debts
MERCER INT'L: S&P Rates Proposed $300M Senior Unsec. Notes at B
MERRILL LYNCH: Fitch Affirms 'B-' Rating on $9.8MM 1995-C2 Certs.
MIDLAND REALTY: Fitch Upgrades $12.8 MM 1996-C2 Mortgage Certs.

MIRANT CORP: Liquidation Analysis Under Joint Chapter 11 Plan
MOHEGAN TRIBAL: Completes Acquisition of Pocono Downs Racetrack
NATIONAL ENERGY: Liquidation Analysis Under Plan of Liquidation
NEWS CORP: Moody's Affirms Ba1 Ratings on Trust Preferred Shares
NOVA CHEMICALS: Moody's Revises Outlook on Low-B Ratings to Stable

PEABODY ENERGY: Declares $0.15 per Share Quarterly Dividend
PLYMOUTH RUBBER: Negotiating Sale & Leaseback Financing Deal
POGO PRODUCING: Moody's Revises Ratings Outlook to Developing
POLYMER RESEARCH: U.S. Trustee Wants Chap. 11 Trustee Appointed
PUTNAM STRUCTURED: Fitch Downgrades Two Class C-1 Notes to BB+

RAINBOW MEDIA: S&P Lifts Corporate Credit Ratings to BB from B
RELIANCE GROUP: Inks Tax Sharing Pact with Bank Committee
RELIANCE GROUP: Court Confirms Creditors' Committee Plan for RFSC
RELIANT BUILDING: Alenco Asks Court to Close Chapter 11 Cases
RUSSEL METALS: Look for Year-End Financial Report on February 24

SELECT MEDICAL: Launching $660MM Sr. Debt Offer to Finance Merger
SEMINIS VEGETABLE: Moody's Reviews Ratings for Possible Upgrade
SILICON GRAPHICS: Sept. 24 Balance Sheet Upside-Down by $150.8-Mil
SOUTH STREET: Fitch Holds Junk Ratings on Five Note Classes
STEVENOT WINERY: Case Summary & 20 Largest Unsecured Creditors

STOTT RANCH: Church Harris Approved as Bankruptcy Counsel
TENET HEALTHCARE: Fitch Rates New $500MM Sr. Unsecured Notes at B-
TENET HEALTHCARE: S&P Rates Proposed $500M Sr. Unsec. Notes at B
TENET HEALTHCARE: Moody's Rates New $500M Sr. Unsec. Notes at B3
TOUCH AMERICA: Trustee Wants Until June 3 to Object to Claims

TRUMP HOTELS: UBS Securities Performs Valuation Analysis
TRUMP HOTELS: Wants to Terminate Agreements with Tribe
UAL CORP: Wants Court Approval to Reject 15 Aircraft Leases
VENOCO INC: Reports 4Q Average Oil Production and Activity Update
VENOCO INC: Appoints William Schneider as President

VERILINK CORP: Posts $2.2 Million Net Loss in Second Quarter
W.R. GRACE: Equity Deficit Widens to $588.4 Million at Dec. 31
W.R. GRACE: Court Restricts Equity Trading to Preserve NOLs
WESTPOINT STEVENS: Court Approves T-Ink License Agreement
WORLDSPAN L.P.: Discloses Refinancing Transactions

WORLDSPAN L.P.: Commences Tender Offer for 9-5/8% Senior Notes

* Lisa Rich Joins Sheppard Mullin as Legislative Affairs Director

                          *********

ABITIBI-CONSOLIDATED: Declares 2.5 Cents per Common Share Dividend
------------------------------------------------------------------
Abitibi-Consolidated, Inc., reported that its Board of Directors
has approved a dividend payment to shareholders of record on
February 7, 2005, amounting to 2.5 cents per common share, payable
on March 1, 2005.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.4 billion in
2003.  The Company owns or is a partner in 27 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facilities in Canada, the U.S., the UK, South Korea, China and
Thailand.  With over 15,000 employees, excluding its PanAsia joint
venture, Abitibi-Consolidated does business in approximately 70
countries.  Responsible for the forest management of 17.5 million
hectares of woodlands, the Company is committed to the
sustainability of the natural resources in its care.
Abitibi-Consolidated is also the world's largest recycler of
newspapers and magazines, serving 16 metropolitan areas in Canada
and the United States and 130 local authorities in the United
Kingdom, with 14 recycling centres and approaching 20,000 Paper
Retriever(R) and paper bank containers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal, Quebec-based newsprint producer
Abitibi-Consolidated Inc. to 'BB-' from 'BB'.  At the same time,
all ratings outstanding, including those on subsidiary
Abitibi-Consolidated Co. of Canada, were lowered to 'BB-' from
'BB'.  The outlook is negative.


ABITIBI-CONSOLIDATED: Appoints Dr. Hans Black to Board
------------------------------------------------------
Abitibi-Consolidated, Inc., reported the appointment of Dr. Hans
P. Black to the Company's Board of Directors.

Mr. Black is currently the President of Interinvest Consulting
Corporation, a global money management firm with offices in
Montreal, Boston, Bermuda and Switzerland.  He is also Chairman of
Les Aliments SoYummi, Inc.  Mr. Black holds a Doctorate in
Medicine from McGill University and is a member of the Montreal
Society of Financial Analysts -- MSFA -- and the Chartered
Financial Analyst -- CFA -- Institute.

Mr. Black also sits on the boards of la Fondation Institut de
Cardiologie de Montreal, l'Orchestre de Chambre I Musici de
Montreal, la Fondation des Jeunesses Musicales du Canada,
Washington National Opera, and the NASDAQ listed biotechnology
company Nymox Corporation.

"We are very pleased that Mr. Black has agreed to join our Board.
His broad based experience in a range of diverse businesses, as
well as his knowledge of global investments will be very valuable
to us," declared Richard Drouin.  The appointment is effective
January 25, 2005.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.4 billion in
2003.  The Company owns or is a partner in 27 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facilities in Canada, the U.S., the UK, South Korea, China and
Thailand.  With over 15,000 employees, excluding its PanAsia joint
venture, Abitibi-Consolidated does business in approximately 70
countries.  Responsible for the forest management of 17.5 million
hectares of woodlands, the Company is committed to the
sustainability of the natural resources in its care.
Abitibi-Consolidated is also the world's largest recycler of
newspapers and magazines, serving 16 metropolitan areas in Canada
and the United States and 130 local authorities in the United
Kingdom, with 14 recycling centres and approaching 20,000 Paper
Retriever(R) and paper bank containers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal, Quebec-based newsprint producer
Abitibi-Consolidated Inc. to 'BB-' from 'BB'.  At the same time,
all ratings outstanding, including those on subsidiary
Abitibi-Consolidated Co. of Canada, were lowered to 'BB-' from
'BB'.  The outlook is negative.


AERO PLASTICS: Look for Bankruptcy Schedules By February 7
----------------------------------------------------------
Aero Plastics, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia for an extension until Feb. 7, 2005,
to file its Schedules of Assets and Liabilities and Statements of
Financial Affairs.

The Debtors explain that the creditors and other parties-in-
interest will have ample time to review the schedules and
statements prior to meeting of creditors scheduled for Feb. 17.

Headquartered in Leominster, Massachusetts, Aero Plastics, Inc. --
http://www.aeroplastics.com/-- manufactures household products.
The Company filed for chapter 11 protection on Jan. 6, 2005
(Bankr. N.D. Ga. Case No. 05-60451).  J. Michael Lamberth, Esq.,
at Lamberth, Cifelli, Stokes & Stout, PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


AFM HOSPITALITY: Names Susan McIntosh Chief Financial Officer
-------------------------------------------------------------
AFM Hospitality Corporation (TSX: AFM) named Susan McIntosh CFO
for AFM Hospitality Corporation.

Since joining AFM in June 2004, Susan has been responsible for:

   (1) accounting and financial reporting for AFM and its
       subsidiaries;

   (2) directing divisional controllers;

   (3) integrating new acquisitions into AFM accounting and
       reporting; and

   (4) most importantly clearing AFM from Issuer defaults related
       to the late filing of financial statements.

Her other responsibilities have grown to include treasury, risk
management, compliance reporting, and internal audit.

"With a solid background in both manufacturing and services
industries, Susan brings more than twenty years public and private
accounting in the lumber, wine, hospitality and cable wiring
industries to our growing company and its new international
subsidiaries," said Lawrence P. Horwitz, Chairman and CEO, for AFM
Hospitality Corporation.  "We are pleased to promote Susan to
CFO and look forward to her continuing to raise the level and
quality of our financial reporting."

Susan resides in Seattle, Washington and will be working from both
the Toronto, Ontario and Seattle, Washington offices.

In an unrelated item, long time member of the AFM Board of
Directors, Terry M. Shaikh, has resigned from the AFM Board
Directors following his resignation from Rushlake Hotels (USA)
Inc., a wholly owned subsidiary of Jivji Holdings B.V., and parent
company to Hospitality First Securities, Inc., both shareholders
of AFM. AFM previously announced a desire to move to a board of
outside independent and unrelated directors as well as a smaller
board.

Through its subsidiary companies, AFM Hospitality Corporation --
http://www.afmcorp.com/-- operates or has open and executed
franchise, management, and membership agreements with more than
300 hotels, restaurants and other nationally franchised service
businesses throughout Canada and fifteen other countries.  The
company's focus is to be a leader in global hospitality management
and franchising;  InterActive Reservations Platforms and Marketing
Solutions; and luxury lifestyle brands and branded services.  AFM
Hospitality Corporation is a publicly traded company listed on the
Toronto Stock Exchange (TSX: AFM).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2004, AFM
Hospitality Corporation released its consolidated financial
statements along with its Management Discussion and Analysis for
2003.

Previously, AFM did not file its annual statements by the
appropriate deadlines; and, as a result, the relevant securities
commissions imposed Issuer Cease Trade Orders.  With the release
of 2003 financial statements and its interim statements for 2004,
AFM Hospitality intends to satisfy the provisions of the
securities commissions and cure its default of the financial
statement reporting requirement.  With the change of CFO's during
2004 and the departure of an interim CFO, AFM's management and its
board of directors, believed that it was prudent to invest
additional time to review AFM's books, records, and related
disclosures in accordance with company guidelines and the new
disclosure standards as AFM completed several complex transactions
during 2003.  While reporting a sizeable loss for 2003, AFM is
pleased that it received a clean opinion letter from its outside
auditors and it has not been necessary to report any restatement
of any periods prior to 2003.  Additionally, AFM expects to report
a significant turn around for 2004 compared to 2003.


ALISON GEM CORP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alison Gem Corporation
        1156 Avenue of the Americas
        New York, New York 10036

Bankruptcy Case No.: 05-10404

Type of Business: The Debtor is a manufacturer and wholesaler of
                  jewelry goods selling both diamond and colored
                  stone jewelry to a variety of major retailers,
                  small local retail chains, and single family
                  owned retail stores.

Chapter 11 Petition Date: January 25, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Prudence Carter Beatty

Debtor's Counsel: Ian R. Winters, Esq.
                  Sean C. Southard, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, New York 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Total Assets: $20,600,000

Total Debts:  $43,000,000

Debtor's 30 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
SUGEM                                       $1,473,226
7 East 47th Street
New York, New York 10017
Tel: (212) 220-4393

Milistar (N.Y), Inc.                        $1,092,407
15 West 46th Street
New York, New York 10036
Tel: (212) 840-4506

Indian Diamond Imports                      $1,043,643
15 West 47th Street
New York, New York 10036
Tel: (212) 921-0056

Vashali Diamond Corporation                   $664,427
579 Fifth Avenue
New York, New York 10017
Tel: (212) 308-6033

AAROHI Diamonds, Inc.                         $496,833
145 West 45th Street
New York, New York 10036
Tel: (212) 869-5494

Laxmi Diamond                                 $471,817
1605 Pamchratna Opera House
Mumbai 400 004 0

Bhumish Diamond                               $422,646
580 5th Avenue
New York, New York 10036
Tel: (212) 840-7226

Bluerays, Inc.                                $350,732
22 West 48th Street
New York, New York 10036
Tel: (212) 302-1810

Gama Diamonds, Ltd.                           $304,289
Maccabi 749 Dia
Ramat Gan
Tel: 119 723 575

Eurostar Belgium Inc.                         $273,233
589 Fifth Avenue
New York, New York 10017
Tel: (212) 754-4100

Royal Diamond Company                         $266,587
580 Fifth Avenue
New York, New York 10036
Tel: (212) 869-9685

D-3 Diamonds                                  $213,018
589 Fifth Avenue
New York, New York 10017
Tel: (212) 382-3875

Reliable Gold & Chain                         $208,744
2 West 47th Street
New York, New York 10036
Tel: (212) 764-7293

Lotus Gem.                                    $188,653
917 Prasad Cham
Mumbai 400 004 India 3680066

Sanghavi Diamonds Inc.                        $188,391

Glory Gems Inc.                               $113,255

M. Fabrikant & Sons                           $111,896

Somipdiam, Inc.                               $102,440

Fancy Trading Internat                         $97,043

Grand Central Jewelry                          $92,742

Jean & Alex Jewelry MF                         $89,371

Forte Jewelry Inc.                             $88,828

Shinestones, Inc.                              $67,940

Two-Tone U.S.A.                                $67,737

Pronto Jewelry, Inc.                           $49,956

Star Rays New York Inc.                        $32,224

International Gemoligi                         $31,316

Keystone Findings, Inc.                        $29,921

Atit Diamond Corporation                       $22,718

Royal Stone                                    $21,180


ALOE SPLASH INC: List of 18 Largest Unsecured Creditors
-------------------------------------------------------
Aloe Splash, Inc., released a list of its 18 Largest Unsecured
Creditors:

    Entity                                Claim Amount
    ------                                ------------
Bruce Cleland                                 $439,690
c/o Gilbert B. Weiner, Esq.
2425 East Camelback Road, Suite 950
Phoenix, AZ 85016-9260
Tel: (602) 912-8550

Super Store Industries                        $122,307
Attn: Stefan Edh
2600 Spengler Way
Turlock, CA 95380
Tel: (209) 664-3218

Natural Bevcor LLC                             $44,584
4202 East Broadway Road, Suite 191
Mesa, AZ 85206
Tel: (480) 629-8211

McNeil Specialty Products Company              $44,038
PO Box 403335
Atlanta, GA 30384
Tel: (732) 524-6288

Snell & Wilmer                                 $22,912

Wesley Burke                                   $22,292

7-Up Bottling Company                          $21,382

Jerry Moyes                                    $20,951

Southwest Advisors, Inc.                       $10,832

Columbia Distributing                           $7,022

American Trends of California                   $5,720

Iowa Rotocast Plastics                          $5,587

Wells Fargo Card Services                       $5,422

Wright Express                                  $4,000

Perchak Properties                              $3,695

Collins May                                     $2,751

Verizon Wireless                                $1,563

Frys                                            $1,000

Headquartered in Scottsdale, Arizona, Aloe Splash, Inc. --
http://www.aloesplash.com/-- manufactures beverages with aloe
vera in different flavors.  The Company filed for chapter 11
protection on December 27, 2004 (Bankr. D. Ariz. Case No.
04-22170).  John R. Worth, Esq., at Forrester & Worth, PLLC
represents the debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $500,000 to $1 million and debts between $1 million
to $10 million.


ALOE SPLASH: Section 341(a) Meeting Slated for Feb. 8
-----------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
Aloe Splash, Inc.'s creditors at 1:30 p.m., on February 8, 2005,
at US Trustee Meeting Room, 230 North First Avenue, Suite 102, in
Phoenix, Arizona.  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 Scottsdale, Arizona, Aloe Splash, Inc. --
http://www.aloesplash.com/-- manufactures beverages with aloe
vera in different flavors.  The Company filed for chapter 11
protection on December 27, 2004 (Bankr. D. Ariz. Case No.
04-22170).  John R. Worth, Esq., at Forrester & Worth, PLLC
represents the debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $500,000 to $1 million and debts between $1 million
to $10 million.


AMERICAN BANKNOTE: Disclosure Statement Hearing Set for Feb. 24
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing at 4:30 p.m., on
February 24, 2005, to consider the adequacy of the Disclosure
Statement explaining the Plan of Reorganization filed by American
Banknote Corporation.

Judge Walsh will also consider approval of the Voting and Noticing
Procedures for the Plan.  The Debtor filed its Disclosure
Statement and Plan on January 20, 2005.

The Plan's primary purposes are to reduce the Debtor's debt
service requirements and overall level of indebtedness, to realign
its capital structure, and to provide it with the flexibility to
amortize a portion of its new indebtedness while continuing to
provide the necessary capital to reinvest and grow its business.

If consummated, the Plan will compromise unsecured debt by
delivering 10 million shares of New Issued Common Stock with an
initial aggregate value of $114 million.  The Debtor will also
exchange a smaller amount of Old Notes for New Notes.

The Plan contemplates reducing the number of holders of New Common
Stock to below 300 so the Reorganized Debtor can elect to become a
private company.  The Reorganized Debtor will benefit from being a
private company as it can reduce the costs associated with its
business operations and as a result of the Plan's consummation,
the Debtor will have adequate future liquidity and the long-term
relief it requires to reinvest back into its business.

The Plan groups claims and interests into nine classes, with all
unimpaired claims consisting of Administrative Claims, Priority
Tax Claims, Other Priority Claims and Miscellaneous Secured Claims
to be paid 100% of their claims on the Distribution Date.

Impaired claims consisting of:

   a) Allowed Note Claims will receive their Ratable Portion of
      7,920,884 shares of the New Issued Common Stock;

   b) Note Convenience Claims will receive either 60% of cash
      equal to the amount of those claims or New Notes equal to
      100% of those claims, while SERP Claims will be paid in full
      on the Distribution Date;

   c) Allowed Equity Interests will receive their Ratable Portion
      of 207,402 shares of the New Issued Common Stock and
      approximately $4 million in cash on the Distribution Date,
      while the De Minimis Equity Holders will receive their
      Ratable Portion of approximately $1 million in cash; and

   d) all other Equity Interests will be cancelled on the
      Effective Date and will receive no distribution under the
      Plan.

Full-text copies of the Disclosure Statement and Plan are
available for a fee at:

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

Objections to the Disclosure Statement, if any, must be filed and
served by February 22, 2005.

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


ARMSTRONG WORLD: Hires F. Grasberger as Vice President & CFO
------------------------------------------------------------
On January 6, 2005, F. Nicholas Grasberger signed an
indemnification agreement and a change-in-control agreement with
Armstrong World Industries, Inc.

The Indemnification Agreement indemnifies Mr. Grasberger from
claims and liabilities stemming from his service as an officer of
Armstrong Holdings, Inc., or AWI, and commits the company to
maintain at least the same level of director and officer insurance
coverage during his service, subject to the Board of Directors
determining that lesser coverage is appropriate.

The Change-in-Control Agreement contains provisions similar to
those provided to other senior company officers, except that AWI's
emergence from Chapter 11 will not constitute a change in control.
The severance benefits are payable if Mr. Grasberger is
involuntarily terminated or terminates employment for good reason
within three years following a change in control.

Walter T. Gangl, Deputy General Counsel and Assistant Secretary of
Armstrong Holdings, explains in a regulatory filing with the
Securities and Exchange Commission that "good reason to terminate
employment exists if there are significant changes in the nature
of the employment following the change in control."  The Change-
in-Control Agreement includes a provision where the executive may
choose to terminate employment for any reason during the 30-day
period beginning one year following a qualifying change in control
and receive severance benefits.

"The agreement has an automatic renewal feature, meaning the
agreement will continue in effect unless either Armstrong or the
executive elects not to extend the agreement," Mr. Gangl says.

Severance benefits under the Change-in-Control Agreement include:

   (1) a lump severance payment equal to three times the sum of
       the officer's annual base salary and the higher of either:

       * the officer's highest annual bonus earned in the three
         years prior to termination or prior to the change in
         control; or

       * the annual target bonus if he terminates prior to
         December 31, 2005; and

   (2) a lump-sum payment of the portion of the target incentive
       award calculated by multiplying the target by the
       fractional number of months completed in the performance
       award period.

A copy of the Indemnification Agreement is available for free at:

      http://sec.gov/Archives/edgar/data/7431/000119312505004673/dex103.htm

A copy of the Change-in-Control Agreement is available for free
at:

      http://sec.gov/Archives/edgar/data/7431/000119312505004673/dex102.htm

                         *     *     *

Judge Fitzgerald authorizes the employment of Mr. Grasberger as
Senior Vice President and Chief Financial Officer, effective
January 1, 2005.

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)


ATHLETE'S FOOT: Committee Wants to Hire Kronish Lieb as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Athlete's Foot
Stores, LLC, and its debtor-affiliate seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Kronish Lieb Weiner & Hellman LLP as their counsel.

Kronish Lieb will:

   (a) attend the meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) review and investigate the liens of purported secured
       parties;

   (d) confer with the Debtors' management and counsel;

   (e) coordinate efforts to sell assets of the Debtors in a
       manner that maximizes the value for unsecured creditors;

   (f) review the Debtors' schedules, statement of affairs and
       business plan;

   (g) advise the Committee as to the ramifications regarding
       all of the Debtors' activities and motions before this
       Court;

   (f) file appropriate pleadings on behalf of the Committee;

   (i) review and analyze accountant's work product and reports
       to the Committee;

   (j) provide the Committee with legal advice in relation to
       the cases;

   (k) prepare various applications and memoranda of law
       submitted to the Court for consideration and handle all
       other matters relating to the representation of the
       Committee that may arise;

   (l) assist the Committee in negotiations with the Debtors and
       other parties in interest on an emergence plan; and

   (m) perform such other legal services for the Committee as
       may be necessary or proper in these proceeding.

Jay R. Indyke, Esq., will represent the Committee in this
proceeding.  The Firm will bill the Debtors based on its
professionals' current hourly rates:

          Designation            Rate
          -----------            ----
          Partner             $525 - $695
          Special Counsel        $485
          Associates          $240 - $420

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

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states. The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779). Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts. When the Company filed for protection from its creditors,
it listed total assets of $33,672,000 and total debts of
$39,452,000.


ATX COMMUNICATIONS: Files First Amended Joint Plan in New York
--------------------------------------------------------------
ATX Communications, Inc., and its debtor-affiliates filed on Jan.
24, 2005, with the U.S. Bankruptcy Court for the Southern District
of New York their First Amended Joint Plan of Reorganization.  A
full-text copy of the Plan is available for a fee at:

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

The Plan incorporates a comprehensive settlement with Leucadia
National Corporation and with local exchange carriers Verizon
Wireless and SBC.  These three creditors agreed not to share in
the distributions to be made to other holders of general unsecured
claims.

Leucadia will be issued a $25 million New Senior Note and 100% of
New Common Stock (850,000 shares) to satisfy its claim of
approximately $170 million; the New Common Stock will not be
publicly traded.

The Debtors will make a cure payment to Verizon for $16.5 million
and will assume their executory contracts; the rest of Verizon's
$58 million claim will only be satisfied after general unsecured
creditors recover 15% of their claims.

SBC's $37 million claim will be satisfied through the sales
proceed of the Debtors' Mid-West operations.

General unsecured creditors aggregate claims amounting to
$70 to $80 million will share $7 million in cash and will
recover 8.75% to 10% of their allowed claims.

Allowed convenience claim holders will receive cash payment of 15%
of the allowed amount of their claims on the effective date.

Subordinated claims, old common stock interests and equity
interests will be extinguished on the effective date.

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 $596.7 million in total debts.


AVAYA INC: Reports First Fiscal Quarter 2005 Results
----------------------------------------------------
Avaya, Inc., (NYSE: AV) reported income from continuing operations
of $33 million or seven cents per diluted share in the first
fiscal quarter of 2005.

In the same quarter last year the company reported income from
continuing operations of $30 million or seven cents per diluted
share.

Avaya said first quarter income from continuing operations of
$33 million included a loss associated with its senior secured
notes tender, as well as integration costs and write-offs of
in-process research and development related to the acquisitions
of Spectel and Tenovis.  These items had a negative impact of
11 cents per diluted share in the first fiscal quarter.

In addition, the acquisitions contributed an operational loss in
the quarter.  The combined impact of all these charges and losses
was a reduction in earnings per share of 13 cents.

Avaya's first fiscal quarter 2005 revenues increased 18 percent to
$1.148 billion compared to revenue of $971 million in the first
fiscal quarter of 2004.  The revenue increase largely reflected
the impact of recent acquisitions and favorable currency rates.
Excluding these two items, revenues grew at double-digit rates in
all regions except the United States where sales were essentially
unchanged versus the year ago period.

"We continue to improve our profitability with operating income
rising 70 percent year-over-year," said Don Peterson, chairman and
CEO, Avaya.  "We completed the Tenovis acquisition, shipped our
five millionth IP telephony line and substantially reduced our
debt.  Our first quarter results position us to meet our goals for
the year."

Avaya said its fiscal 2005 goals are to increase revenues
between 25 and 27 percent compared to fiscal 2004 revenues of
$4.055 billion, grow operating income by 40 percent compared to
$311 million in fiscal 2004 and raise annualized operating margin
to between 8.5 and 9 percent compared to 7.7 percent last year.

As a result of the Tenovis acquisition, which has a significant
rental and managed services business, Avaya made changes and
enhancements to its financial reporting:

   * On a consolidated basis, the company now breaks out revenue
     into three line items -- products, rental and managed
     services, and services -- and provide costs for each of these
     three.

   * On a segment level, the company groups businesses into two
     reporting units -- Global Communications Solutions and Avaya
     Global Services -- and provides a breakout of major revenue
     line items within each.

   * The company also is providing more information on the
     geographic breakout of revenue and product revenue by
     channel.

                First Fiscal Quarter Highlights

During the quarter, Avaya was recognized as a market leader by a
variety of industry analyst groups for products and solutions
across our portfolio.  Among the analyst reports:

   * In IP Telephony, Synergy Research Group cited Avaya as the
     worldwide leader in enterprise IP telephony -- for the fourth
     straight quarter.  In Asia Pacific, Frost and Sullivan have
     noted Avaya as the IP telephony leader.

   * In contact centers, was cited by Frost and Sullivan as the
     "clear favorite" in a survey of business leaders.

   * In Unified Messaging the IDC Leadership Grid places Avaya
     significantly ahead of all competitors.

In the quarter, Avaya put new solutions on the market, including
The Avaya Video Telephony Solution: Desktop Edition, an IP-based
solution that makes desktop videoconferencing as simple as a phone
call.  The solution lets users initiate videoconferences from an
office, home office or remote location via PC or laptop -- through
a broadband or Wireless LAN connection.

Avaya delivered Avaya Modular Messaging -- which can support up to
20,000 users in multiple locations using a single, centralized
system and IP telephony and networking.

Customers across the globe are moving or migrating to Avaya IP
Telephony, including:

   * The government of Washington, D.C., which is deploying Avaya
     voice solutions as part of its DCNet initiative to link
     30,000 employees in 360 locations;

   * In Mexico, Avaya was awarded one of the country's largest IP
     telephony implementations to date -- a new network for Prosa,
     a Mexican company specializing in processing electronic
     transactions, that will connect more than 10,000 endpoints;

   * Honda UK, which has selected Avaya IP Office and wireless
     networking for dealerships; and

   * Rakuten, a Japanese eCommerce company with one of the
     country's largest installations of IP Telephony, which is
     supported by Avaya IP telephony solutions.

Avaya closed on the following acquisitions in the quarter:

   (1) Tenovis, a major European provider of enterprise
       communications systems and services;

   (2) Spectel, a world leader in audio and web conferencing for
       enterprises and service providers -- whose products are now
       being marketed under Avaya Meeting Exchange; and

   (3) RouteScience, a maker of adaptive networking software that
       helps companies monitor and manage VoIP and other latency-
       sensitive traffic over wide area networks.

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

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1. Moody's simultaneously withdrew the
ratings of the 11-1/8% senior secured notes that have been
substantially redeemed.  The ratings outlook is positive.

Ratings upgraded include:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.

Ratings withdrawn include:

   * Senior secured notes at B1.

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


BARRETT T.B. INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barrett T.B., Inc.
        dba Taco Bell
        dba Kentucky Fried Chicken
        7334 Townline Road
        North Tonawanda, New York 14120

Bankruptcy Case No.: 05-10532

Type of Business: The Debtor operates a Taco Bell restaurant and
                  a KFC restaurant.

Chapter 11 Petition Date: January 25, 2005

Court:  Western District of New York (Buffalo)

Judge:  Michael J. Kaplan

Debtor's Counsel: Daniel F. Brown, Esq.
                  Damon & Morey LLP
                  1000 Cathedral Place
                  298 Main Street
                  Buffalo, New York 14202
                  Tel: (716) 856-5500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Long Lane Master Trust IV        Trade debt          $16,000,000
c/o AMC of America               2003-2004
600 East Las Colinas Boulevard
Suite 200
Irving, Texas 75039

Taco Bell                        Trade debt           $1,390,000
PO Box 116946                    2003-2004
Atlanta, Georgia 30368-6946

McLane Food                      Trade debt              $98,578
File 7197                        2003-2004
PO Box 1067
Charlotte, NC 28201-1067

Benderson Development Company    Trade debt              $69,029
570 Delaware Avenue #1           2003-2004
Buffalo, NY 14202

New York State Electric &        Trade debt              $20,684
Gas (NYSEG)                      2003-2004
PO Box 5550
Ithaca, NY 14852

NAFA                             Trade debt              $19,546
PO Box 955638                    2003-2004
Saint Louis, MO 63195-5781

Susan K. Jaros                   Trade debt              $16,642
Town Clerk                       2003-2004

Allied 4 OP, LLC                 Trade debt              $16,000
                                 2003-2004

The Wasserstrom Company          Trade debt              $13,216
                                 2003-2004

Niagara Mohawk                   Trade debt              $12,500
                                 2003-2004

Pryamid Walden Company, LP       Trade debt              $11,952
M&T Bank                         2003-2004

National Fuel                    Trade debt              $11,406
                                 2003-2004

Boulevard Mall                   Trade debt              $11,382
c/o Goldman Sachs Mortgage Co.   2003-2004

Marshall Morgan LLC              Trade debt              $10,000
                                 2003-2004

Citibank                         Trade debt               $7,970
                                 2003-2004

BG Mid-City I, LLC               Trade debt               $7,663
Dept. 591112W53761               2003-2004

Jean Moncreiff                                            $7,027
School Tax Collector

Nextel Communications            Trade debt               $6,344
                                 2003-2004

Uniland Development Company      Trade debt               $6,113
                                 2003-2004

Jaeckle Fleischmann & Mugel      Legal services           $6,000


BELL CANADA: Nexxlink Shareholders Approve Acquisition Offer
------------------------------------------------------------
Bell Canada reported that, following the expiry of its offer to
purchase all the outstanding common shares of Nexxlink
Technologies, Inc. (TSX: NTI), all of the conditions set out in
the offer had been met.  A total of 9,488,489 common shares of
Nexxlink, representing approximately 86.3% of the aggregate number
of common shares outstanding (on a fully-diluted basis), were
tendered under the offer.

Accordingly, Bell Canada has taken-up and intends to pay for
all the Nexxlink common shares deposited under the offer on
January 27, 2005.

Bell Canada will grant additional time to Nexxlink shareholders
who have not yet tendered their shares, by extending its offer to
5:00 p.m. Eastern time, February 7, 2005.  Bell Canada intends to
acquire all outstanding common shares not tendered by that date
pursuant to rights of compulsory acquisition, if available, or
pursuant to a subsequent acquisition transaction, with the result
that Nexxlink will become a wholly owned subsidiary of Bell
Canada.

Bell Canada, Canada's national leader in communications, provides
connectivity to residential and business customers through wired
and wireless voice and data communications, local and long
distance phone services, high speed and wireless Internet access,
IP-broadband services, e-business solutions and satellite
television services.  Bell Canada is wholly owned by BCE, Inc.
For more information please visit http://www.bell.ca/

BCI is operating under a court-supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholder and dissolving the company.


BOYD GAMING: Board Declares $0.085 Per Share Quarterly Dividend
---------------------------------------------------------------
Boyd Gaming Corporation's (NYSE: BYD) Board of Directors has
declared a quarterly cash dividend of $.085 per share, payable on
March 1, 2005 to shareholders of record on Feb. 11, 2005.

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

                          *     *     *

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

Ratings reflect:

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

   (2) recently renovated assets,

   (3) successful operating history, and

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


CABLEVISION SYSTEMS: S&P Affirms Low-B Ratings
----------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Bethpage, New York-based cable operator Cablevision Systems, Inc.,
and holding company CSC Holdings, Inc., including the 'BB'
corporate credit rating.  The ratings were simultaneously removed
from CreditWatch.  The outlook is positive.

In addition, Standard & Poor's raised its ratings on Cablevision's
Rainbow Media Enterprises, Inc., and Rainbow National Services LLC
units and removed them from CreditWatch.  The corporate credit
rating was raised to 'BB' from 'B'.

"The rating actions follow Cablevision's announcement that it has
a definitive agreement to sell its Rainbow 1 satellite to EchoStar
Communications Corp., along with ground facilities and related
assets, for $200 million," said Standard & Poor's credit analyst
Catherine Cosentino.  "Discontinuation of the VOOM satellite
business removes a major uncertainty surrounding Cablevision's
credit profile, given the high business risk and attendant
financing requirements of VOOM.  Moreover, discontinuation of the
satellite business is expected to materially improve the company's
financial profile in 2005, given the ongoing start-up losses
associated with VOOM."

Excluding the satellite losses, the Cablevision's consolidated
debt to annualized EBITDA for the three months ended
Sept. 30, 2004, totaled about 6x, versus 7x with the satellite
losses (including stock plan expense, adjusted for operating
leases and financial guarantees, and excluding nonrecurring
broadcast rights termination fees, a related liability reversal,
and collateralized indebtedness).

Ratings on Rainbow Media Enterprises and its subsidiary, Rainbow
National Services, were raised to reflect the consolidated rating
of parent Cablevision.  Rainbow Media Enterprises was created as a
vehicle to spin off the VOOM business and the American Movie
Classics -- AMC/Independent Film Channel -- IFC/WE: Women's
Entertainment -- WE -- programming assets to shareholders.
Instead of spinning off these assets, however, Cablevision has
decided to sell the VOOM business.  Because the AMC/IFC/WE assets
have considerable value, Cablevision is expected to continue to
service Rainbow Media Enterprises' debt at Rainbow National
Services.  The senior unsecured and subordinated debt ratings of
Rainbow National Services is 'B+', two notches below the 'BB'
corporate credit rating, due to the substantial secured bank debt
at Rainbow, which has priority in terms of payment in a
bankruptcy.


CABLEVISION SYSTEMS: Moody's Says Liquidity Profile Remains "Good"
------------------------------------------------------------------
Moody's Investors Service affirmed the SGL-2 speculative grade
liquidity rating for Cablevision Systems Corporation following its
announcement of plans for subsidiary Rainbow DBS to sell certain
satellite assets to EchoStar Communications Corp. for
approximately $200 million.

The affirmation reflects Moody's view that Cablevision's projected
short-term liquidity profile continues to be best characterized as
"good."

All ratings have for some time incorporated the expectation of the
eventual separation of Rainbow assets from Cablevision, as well as
the absence of incremental funding required for the Rainbow DBS
Voom direct broadcast satellite venture.  While the ultimate
outcome is unclear, Moody's does not expect the company's
creditors to realize any long-term incremental tangible benefits
from the proceeds of the asset sale and excess cash balances
related to the pre-funded Voom business plan that will remain
under the Cablevision corporate umbrella.  Hence, the sale does
not impact the most recent (December 20, 2004) SGL analysis.

Cablevision continues to enjoy full access to undrawn amounts
remaining (approximately $383 million at the beginning of the
fourth quarter) under its $2.4 billion revolving credit facility
(at CSC Holdings, Inc.).  The company recently loosened the
maximum leverage covenant under this facility, providing for a
more gradual stepdown of total debt to 5.75 times EBITDA in the
second half of 2005, and 5.5 times beginning in 2006, compared to
previous levels of 5.25 times in the second quarter of 2005 and
4.5 times in 2006.  The amendment increases the covenant cushion
and enhances financial flexibility, arguing for a strongly
positioned SGL-2 liquidity rating, although the long-term benefits
of this relief and added flexibility are less certain and remain
dependent on certain strategic options now available to the
company which have yet to be disclosed.  Additionally, the current
free cash flow deficit position of the company continues to temper
this enhanced financial flexibility and constrain the liquidity
rating, particularly in the context of fairly modest projected
free cash flow, in coparison to the consolidated debt burden, to
be generated over the coming year.

Nonetheless, Moody's continues to expect strong digital, high
speed data, and telephony subscriber growth to drive solid
top-line and cash flow growth.  The company's core cable
operations should generate an estimated $1.4 billion or more of
EBITDA in 2005. Still high cash interest expense can be expected
to consume much of the operating cash flow, but Moody's notes that
Cablevision is beginning to benefit from declining debt service
costs following the repayment of preferred stock (quarterly cash
dividends of approximately $44 million) and its 9.875% notes
during 2004.  Cablevision replaced these instruments late last
year with floating rate debt and 8% notes at the Cablevision
Systems Corporation level, yielding estimated annual savings of
approximately $90 million.  Moody's believes that capital spending
to support ongoing growth will exceed 2004's projected $650
million level for the telecom group of assets.  Moody's
anticipates that the company will transition to positive (albeit
relatively modest) free cash flow after cash interest, working
capital, and capital expenditure needs for the full year 2005.
The remaining non-telecom businesses should continue to be largely
self-funding, with the exception of those portions of the Rainbow
DBS (Voom) business remaining after the satellite sale to
EchoStar.  The costs associated with Voom's shutdown and the
timing for the disposal of the remaining Rainbow DBS-related
assets remain uncertain, but pre-funded cash balances associated
with debt financings by Rainbow National Services earlier this
year should be sufficient to fund such costs over at least the
next year.

Cablevision has no scheduled amortization payments over the next
year, although it must satisfy the remaining $25 million payment
for exiting the Sony box contract back in 2002.  Additionally,
News Corporation could exercise its option to put its remaining
ownership in the Fox Sports networks (Florida and Ohio) and MSG
back to Cablevision in December 2005 for a considerably larger
sum, which would presumably entail either full depletion of former
Voom funds and EchoStar remitted cash balances and incremental
financing in the capital markets.  News Corporation exercised its
put option on two other Fox Sports networks (Chicago and Bay Area)
in January 2003, which Cablevision satisfied through the issuance
of a $150 million promissory note maturing in December 2006.

The bulk of Cablevision's assets remain unencumbered, and Moody's
believes that they could be quickly monetized if necessary,
thereby providing a valuable secondary source of liquidity which
lends support to the SGL-2 rating.

Headquartered in Bethpage, New York, Cablevision Systems is a
domestic cable multiple system operator serving approximately
3 million subscribers in and around the metropolitan New York
area.  The company's senior implied rating is Ba3 and the rating
outlook is negative.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005, in
Fitch Ratings' view, the decision by Cablevision Systems
Corporation and CSC Holdings, Inc., to sell Rainbow 1 and to exit
the direct broadcast satellite business removes a significant
overhang from CSC's credit profile and positions the company to
focus on its core cable business.

Fitch believes that the Rainbow DBS business model struggled to
become a viable business and in the absence of a spin-off
presented material business and financial risk to CSC's credit
profile. Fitch currently rates CSC's senior unsecured debt 'BB-',
the senior subordinated debentures 'B+', and the senior secured
bank facility 'BB+'.  All of the ratings have a Stable Rating
Outlook.

Moody's Investors Service affirmed all ratings for Cablevision
Systems Corporation and CSC Holdings, Inc., a wholly owned
subsidiary of Cablevision Systems, following the Company's
announcement of plans for its subsidiary Rainbow DBS to sell
certain satellite assets to EchoStar Communications Corp., for
approximately $200 million.

The summary of Moody's ratings and actions:

   -- Cablevision Systems Corporation

      * $500 Million New Floating Rate Notes due 2009 - B3
        (affirmed)

      * $1 Billion New Senior Unsecured Notes due 2012 - B3
        (affirmed)

      * Senior Implied Rating -- Ba3 (affirmed)

      * Issuer Rating - B3 (affirmed)

      * Liquidity Rating - SGL-2 (affirmed)

      * Rating Outlook (CVC and CSC) - Negative (unchanged)

   -- CSC Holdings, Inc. -- CSC

      * $4.2 billion aggregate senior unsecured notes -- B1
        (affirmed)

      * $250 Million of 10.5% Senior Subordinated Debentures due
        2016 - B2 (affirmed)

As reported in the Troubled Company Reporter on Aug. 19, 2004,
Standard & Poor's Ratings Services' ratings for Cablevision
Systems Corp. (BB/Watch Neg/--) and its related entities remain on
CreditWatch with negative implications due to the uncertainty
regarding the company's ability to complete its planned spin-off
of its satellite broadcast business and a significant portion of
its programming businesses later this year.


CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget
-----------------------------------------------------------
To recall, The Archdiocese of Portland in Oregon and the Official
Committee of Tort Claimants appointed in the diocese's chapter 11
case want to implement a procedure that will allow the
Archdiocese, the parishes, and the schools to continue to utilize
the funds and investments in various Accounts without:

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

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

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

*   *   *

The Archdiocese of Portland in Oregon has prepared a budget, which
sets forth the estimated cash to be used for day-to-day
operations, and lists, which sets forth anticipated expenditures
from the Archdiocesan Loan and Investment Program and Catholic
Education Endowment Fund for the period from January 1, 2005,
through June 30, 2005.

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

   http://bankrupt.com/misc/portland_2nd_operating_budget.pdf

To preserve the viability of Portland, the parishes and the
schools, to allow them to continue to operate in the ordinary
course, and to provide adequate oversight over Portland's use and
administration of the funds and investments in the Accounts,
Portland and the Official Committee of Tort Claimants in
Portland's case modified their previous stipulation governing
Portland's use of funds.

The parties agree that:

   (a) Portland may use the funds and investments in the Accounts
       only in the amounts and for the purposes described in the
       Operating Budget, the Archdiocesan Loan and Investment
       Program budget, and the Catholic Education Endowment Fund
       budget through and including June 30, 2005.  The Budget
       Period may be extended by further stipulation and Court
       order.

   (b) Portland will be authorized to make disbursements of ALIP
       and CEEF funds not provided in the ALIP Budget and CEEF
       Budget pursuant to these modified procedures:

       (1) Upon a request for a disbursement not provided for in
           the ALIP or CEEF Budget for an aggregate of $40,000 or
           less, within a six-month period, for repairs,
           maintenance, or other normal operating expenses, but
           excluding capital expenditures and other out of the
           ordinary transactions, and if the request complies
           with the established guidelines and for making for
           making the disbursement, Portland will be authorized
           to make the disbursement without further notice or
           Court order.

       (2) Upon a request for a disbursement not provided for in
           the ALIP Budget or CEEF Budget in excess of an
           aggregate of $40,000, within a six-month period, and
           if the request complies with the established
           guidelines and procedures for making the disbursement,
           then before making the disbursement, Portland will
           provide the Portland Tort Committee with 10-business
           days' prior written notice setting forth the name of
           the participant, the amount of the request, and a
           description of the purpose for the requested
           disbursement.

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

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

Judge Perris approves the modified stipulation.

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: Spokane Paying Bishop Skylstad $1,285 per Month
----------------------------------------------------------------
The Catholic Diocese of Spokane advises Judge Williams of its
intent to compensate Bishop William S. Skylstad during the
pendency of its reorganization case in accordance with Rule
3016-1(d)(2) of the Local Bankruptcy Rules of the United States
Bankruptcy Court for the Eastern District of Washington.

Spokane wants to pay Bishop Skylstad $1,285 monthly.  Spokane has
paid Bishop Skylstad a total of $15,245 over the past 12 months.
In addition to his paycheck, Spokane provides him with medical,
dental, and retirement benefits, the use of a car and rent-free
housing in a modest home in Spokane.  The compensation is in
consideration of the numerous services he provides to Spokane.

According to Michael J. Paukert, Esq., at Paine, Hamblen, Coffin,
Brooke & Miller, LLP, in Spokane, Washington, Bishop Skylstad is
responsible for overseeing the pastoral care and life of the
Church for Catholics in 13 counties in Eastern Washington.  His
responsibilities are summarized by three general responsibilities
of "Governing, Teaching, and Sanctifying."

Local Bankruptcy Rule 3016-1(d)(3) provides that:

   Compensation may commence after notice is given.  Any party in
   interest objecting to compensation will do so in writing and
   has the duty to request a hearing on the objection.  The
   compensation will continue until the Court orders otherwise.
   The Court will provide an expedited hearing on the objection.
   If the Court rules that the amount received prior to the
   hearing is excessive, it may order disgorgement of funds back
   to the estate.

                     Responsibility to Govern

Bishop Skylstad's appointment to the office of Bishop calls for
him to provide governance to the mission of the Church.  He does
this by establishing a number of Diocesan Offices to assist him in
this executive function:

   * The Parish Services Office,
   * The School Office,
   * The Communications Office,
   * The Tribunal Office, and
   * The Fiscal Services Office

The vision for this oversight is developed through a broad
structure of consultation with individuals from throughout
Spokane.  The result of this consultation guides the ministry of
Bishop Skylstad and his staff.  After consultation, Bishop
Skylstad helps to set the mission for each division and
establishes short and long-term goals and policy for them and for
guidance of the other entities so that the responsibility of his
office is met.

                        Leader of Worship

The Bishop, according to Church tradition, ordains others to share
in the office, priests and deacons.  By ordination and assignment,
they receive office in the Church and carry out the work of the
Church, under the guidance of the Bishop.  Bishop Skylstad makes
pastoral visitation to the parishes and entities, and on those
occasions primarily acts as the leader of worship and as chief
teacher of the faith.

                             Teacher

As teacher, Bishop Skylstad's preaching, writing, and pastoral
presence in communities share the Catholic faith tradition.  In a
special way, Bishop Skylstad is required to authenticate the
Catholic life of the educational institutions in Spokane.

Any Catholic ministry in the 13 counties of Spokane is united to
the Church by its relationship of mutual respect and service with
Bishop Skylstad.  In this way, he interfaces with other Catholic
ministries in Spokane like health care and education, as well as
relating to the leadership of religious orders.  As the holder of
the office of Bishop, he represents the whole church to leaders
from other religions as well as civil leaders.

Part of the governing, teaching, and sanctifying roles takes place
in the context of the larger church.  All bishops of the Church
form a college of unity with the Pope, the Bishop of Rome.  That
unity is ritually affirmed every five years when the Bishop
travels to Rome to renew that bond with the Holy Father.  In a
different way, this is done as member of the College of Bishops,
which acts in the United States primarily through its official
organization, the United States Catholic Conference of Bishops.

Bishop Skylstad works 70 hour per week.  At least 75% of that time
is dedicated to Diocesan tasks.  The balance of his work week is
dedicated to work for the USCCB, to which he was recently elected
President.  Spokane does not pay Bishop Skylstad for his work with
the USCCB.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHESAPEAKE CORP: Ups Cash Flow Guidance for F.Y. 2004 Results
-------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) increased the guidance for its
reported cash flow available for shareholders and debt reduction
for fiscal-year 2004 to approximately $73 million, up from the
company's previously disclosed guidance of $50 million to
$60 million.  Included in this amount are costs and related
payments on the early redemption of debt.  The improved cash flow
is primarily the result of timing of payments relating to working
capital and capital expenditures along with the sale of non-
strategic land.

Chesapeake's fiscal-year 2004 earnings guidance remains within the
previously disclosed range of $0.90 per share to $1.10 per share
but is expected to be at the lower end of that range.

To supplement the company's consolidated financial statements
presented on a GAAP basis, the company reports "cash flow
available for shareholders and debt reduction," a non-GAAP
measure, which the company believes enhances the overall
understanding of the company's ability to pay-down debt and pay
dividends to its shareholders.  Also, this non-GAAP measure is a
primary indicator management uses as a basis for planning and
forecasting future periods.  The presentation of this additional
information is not meant to be considered in isolation or as a
substitute for cash flows from operating activities prepared in
accordance with GAAP.

In determining fiscal-year 2004 cash flow available for
shareholders and debt reduction, Chesapeake expects to report net
cash provided by operations of approximately $93 million less net
cash used in investing activities of approximately $20 million
resulting in cash flow available for shareholders and debt
reduction of approximately $73 million.

The company will release its fourth quarter and fiscal-year 2004
financial results on Feb. 4, 2005.

                        About the Company

Chesapeake Corporation is a leading international supplier of
value-added specialty paperboard and plastic packaging with
headquarters in Richmond, Va. The company is one of Europe's
premier suppliers of folding cartons, leaflets and labels, as well
as plastic packaging for niche markets. Chesapeake has more than
50 locations in Europe, North America, Africa and Asia and employs
approximately 6,100 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's Investors Service rated Chesapeake Corporation's new
EUR100 million Senior Subordinated Notes B2. Chesapeake intends to
use the net proceeds from this issue to fund a tender offer of its
$85.0 million 7.2% senior unsecured debentures due March 15, 2005,
with the balance available for general corporate purposes which
may include funding near term debt maturities. Should the tender
offer be successful, Moody's will withdraw the applicable rating.
Moody's also affirmed Chesapeake's Ba3 senior implied and B1
senior unsecured and issuer ratings. The outlook remains stable.


CHOICE COMMUNITIES: Wants to Retain Shapiro as Bankruptcy Counsel
-----------------------------------------------------------------
Choice Communities, Inc., dba Eastpoint Nursing Rehabilitation
Center asks the U.S. Bankruptcy Court for the District of Maryland
for permission to employ Shapiro Sher Guinot & Sandler as its
counsel in this bankruptcy proceeding.

Shapiro Sher is expected to:

     a) provide the Debtor legal advice in the continued
        possession and management of its property;

     b) prepare the Voluntary Petition, Statement of
        Financial Affairs, Schedules, Statement of Executory
        Contracts and other statements and schedules required by
        the Bankruptcy Code, Bankruptcy Rules, or Local
        Bankruptcy Rules;

     c) represent the Debtor, as debtor-in-possession, at any
        meetings of creditors convened pursuant to Section
        341 of the Bankruptcy Code;

     d) represent the Debtor, as debtor-in-possession, in
        connection with any proceedings for relief from stay
        which may be instituted in this Court;

     e) prepare on behalf of the Debtor, as debtor-in-
        possession, all necessary applications, motions,
        answers, orders, reports and other legal papers and
        advice and assistance to and representation of the Debtor
        in preparing, filing and prosecuting a plan under Chapter
        11;

     f) represent the Debtor in collateral litigation before the
        Bankruptcy Court and other courts; and

     g) provide such other legal services for the Debtor which
        may be necessary herein, and to generally represent,
        advise and assist the Debtor, as debtor-in-possession,
        in carrying out its duties under the Bankruptcy Code.

Joel I. Sher, Esq., a member at Shapiro Sher, discloses that his
Firm received a $75,000 retainer from the Debtor.  Mr. Sher did
not disclose the hourly rates of professionals at Shapiro Sher.

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

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


CHOICE COMMUNITIES: Section 341(a) Meeting Slated for Feb. 23
-------------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
Choice Communities, Inc.'s creditors at 9:00 a.m., on February 23,
2005, at 300 W. Pratt, #375 in Baltimore, Maryland.  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 Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


CINCINNATI BELL: Moody's Rates Planned $250M Sr. Sec. Debt at Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior implied and other
ratings of Cincinnati Bell, Inc.  Moody's also assigned a Ba3
rating to the proposed $250 million senior secured revolving
credit facility and a B1 to the pending $350 million of Senior
Unsecured Notes due 2015.  Moody's also affirmed the Company's
speculative grade liquidity rating of SGL-2.  The ratings outlook
is stable.

The affected ratings are:

   -- Cincinnati Bell Inc.

      * Senior implied upgraded to Ba3 from B1

      * Issuer rating upgraded to B1

      * Liquidity rating affirmed at SGL-2

      * $250 million senior secured credit facility assigned Ba3

      * $50 million 7.25% Senior Secured Notes due 2023 upgraded
        to Ba3 from B1

      * $350 million Senior Notes (pending) due 2015 assigned B1

      * $500 million 7.25% Senior Unsecured Notes due 2013
        upgraded to B1 from B2

      * 16% Senior Subordinated Discount Notes due 2009 upgraded
        to B2 from B3

      * $540 million 8.375% Senior Subordinated Notes due 2014
        affirmed at B3

      * 6.75% Convertible Preferred Stock affirmed at Caa1

Moody's is affirming the Ba2 ratings on the senior unsecured debt
of Cincinnati Bell Telephone Company, and withdrawing the rating
on Cincinnati Bell Inc.'s 6.75% convertible subordinated notes
that were redeemed in November 2003.  Moody's will withdraw the
ratings on the existing revolving and term loan credit facilities
upon completion of the pending transactions.

The ratings upgrade reflects Cincinnati Bell's continued debt
reduction since Moody's assigned a positive rating outlook in June
2003, and its stable operating performance.  In the five quarters
through 3Q04, Cincinnati Bell has repaid over $250 million of
debt, while revenue declines have been modest and EBITDA margins
slightly expanded.

Going forward, Moody's expects Cincinnati Bell to continue to use
its free cash flow to reduce debt, even after accommodating the
acquisition of the 19.9% interest in the Company's wireless
subsidiary for $85 million.

The Ba3 senior implied rating reflects the stable operating and
financial performance of the Company, its commitment to and track
record of utilizing substantially all of its free cash flow to
reduce debt, and the company's material free cash flow generating
profile.  Over the last four quarters ended 3Q04, Cincinnati Bell
generated close to $300 million in cash provided by operations,
spent approximately $130 million on capital expenditures and $10
million on preferred stock dividends to yield free cash flow of
$160 million.

This represents roughly 7% of total debt outstanding at 3Q04.
Moody's expects Cincinnati Bell to maintain or improve this level
of free cash flow generation and to continue to dedicate free cash
flows to the reduction of debt, aside from a $85 million
investment to purchase the 19.9% stake in the Company's wireless
subsidiary from Cingular.  Cincinnati Bell's good returns also
support the Ba3 senior implied rating, as EBIT/Average Assets was
15.8% for the four quarters ended 3Q04, a level Moody's expects to
remain fairly constant.

The Ba2 rating on the senior unsecured debt of Cincinnati Bell
Telephone Company reflects the superior position of these
obligations in the company's capital structure.  Cincinnati Bell
Telephone generates the majority of the consolidated Company's
revenue and almost all of the company's free cash flow.  Moody's
expects the company to repay the Cincinnati Bell Telephone
obligations as they mature, and to not incur any additional
indebtedness at the Cincinnati Bell Telephone level.

The Ba3 rating on the new $250 million senior secured revolving
credit facility and the $50 million of 7.25% senior secured notes
due 2023 reflect their strong position in the capital structure as
senior secured obligations of the ultimate parent holding company,
Cincinnati Bell Inc., with upstream guarantees from the Company's
subsidiaries, with the notable exceptions of Cincinnati Bell
Telephone and Company's wireless subsidiary, as well as a pledge
of the assets and stock of those subsidiaries and the stock of
Cincinnati Bell Telephone.

The deficiency of the security and guarantee package, due to the
lack of upstream guarantees and collateral from Cincinnati Bell
Telephone and Company's wireless subsidiary, constrain these
ratings.

The B1 rating on the senior unsecured debt of Cincinnati Bell
Inc., which includes the $500 million of 7.25% Senior Notes due
2013 and the pending offering of $350 million of Senior Notes due
2015, reflect their structural subordination to the CBT debt and
their effective subordination to the secured debt discussed above.

These obligations do benefit from upstream guarantees from some of
the company's subsidiaries, but notably, not Cincinnati Bell
Telephone and Company's wireless subsidiary.  The B2 rating on the
16% Senior Subordinated Discount Notes due 2009 reflect their
contractual subordination to the senior secured and senior
unsecured debt discussed above.  The B3 rating on the 8.375%
Senior Subordinated Notes due 2014 reflects their contractual
subordination to the 16% Senior Subordinated Discount Notes.

Cincinnati Bell is a fully integrated telecommunications provider
in southwestern Ohio, and adjacent portions of Kentucky and
Indiana.  The Company is the incumbent local exchange carrier in
the Greater Cincinnati area and has expanded its local wireline
services into neighboring counties.

Like all local exchange carriers, Cincinnati Bell has been losing
local access lines in its incumbent territory, with 3Q04 in-
territory access lines 3.4% below year-ago levels.  This erosion
is likely to increase due to new competitive threats from cable
television companies that offer telephony services over their own
networks.  Time Warner Cable has recently launched telephony
services in much of Cincinnati Bell's incumbent territory, with
only modest results to date.

To defend its franchise, Cincinnati Bell offers a bundle of
telecommunications services, including local, long distance, DSL,
and wireless. Cincinnati Bell's wireless offering has suffered
through a difficult technology transition from TDMA to GSM.
Consequently, churn rates for the company's postpaid subscribers
peaked at 3.7% in 3Q04, and wireless subscriber growth is below
Moody's expectations.

Nonetheless, the ability to offer a more complete
telecommunications service bundle, due to the inclusion of
wireless on a currently more reliable telephone network, due to
cable telephony's less robust backup power capabilities and far
shorter service history, provides Cincinnati Bell a solid position
from which to meet competitive threats and to defend its
franchise.

Still, Moody's expects competition will accelerate the pace of
local in-territory access line losses and slowly erode Cincinnati
Bell's consolidated revenues, making cost control even more
important to driving continued positive free cash flows.
Fortunately, Cincinnati Bell's relatively concentrated service
territory helps drive efficiencies, and should keep returns fairly
high (EBIT/Average Assets 15% or better).

The stable ratings outlook reflects Moody's opinion that
Cincinnati Bell will successfully combat competitive threats to
its franchise and deliver stable operating results over the
upcoming 12 to 18 months.  Factors that could negatively affect
the ratings include accelerating revenue declines that could lead
to reduced free cash flow generation.

Should free cash flow fall closer to 5% of total debt, the ratings
would likely fall. Longer term, potential pressure to return
capital to shareholders could also negatively affect the ratings.
The ratings could be positively affected if free cash flow growth
accelerates and/or debt reduces more rapidly to where free cash
flow raises above 10% of total debt.

The pending refinancing materially reduces the Cincinnati Bell's
liquidity, as undrawn revolver capacity will be reduced from $365
million at 3Q04 to approximately $125 million as the company
reduces the size of its committed revolving credit from close to
$400 million to $250 million.  Nonetheless, due to the free cash
flow generation of the company and the minimal mandatory
amortization requirements, Moody's believes Cincinnati Bell's
liquidity profile can continue to be characterized as "good",
meriting an SGL-2 rating.

Moody's expects Cincinnati Bell to comfortably comply with
covenants, thereby retaining access to undrawn amounts of its
revolving credit facility, and providing the company with the
liquidity necessary to acquire Cingular's 19.9% stake in the
Company's wireless subsidiary without requiring additional
external financing.

Based in Cincinnati, Ohio, Cincinnati Bell Inc. is an integrated
telecommunications service provider with over 978,000 local access
lines in service and 479,000 wireless subscribers at September 30,
2004.  LTM revenues were $1.2 billion.


CORNERSTONE PROPANE: Names Dave Riggan Chief Financial Officer
--------------------------------------------------------------
CornerStone Propane Operating, LLC, one of the nation's largest
retail propane marketers, disclosed the latest additions to its
management team with the appointments of Dave Riggan as Chief
Financial Officer, Paul Grady as Chief Operating Officer and Joe
Sorce as Vice President of Marketing.

Dave Riggan brings substantial public and private company
experience to CornerStone, having most recently served as Chief
Financial Officer at Caliber Holdings Corporation, a $200 million
consolidator of collision repair centers.  Prior to Caliber
Holdings, Mr. Riggan worked as Chief Financial Officer for the
U.S. division of 24 Hour Fitness USA, Inc., a $900 million firm in
the health club business with 300 locations.  Mr. Riggan also has
propane experience, having served as Chief Financial Officer at
Amerigas Propane, Inc., during and immediately following its
initial public offering in 1995.  Mr. Riggan gained much of his
experience at American Tobacco, working in various roles from 1983
to 1995 and ultimately attaining the position of Vice President
and Controller.  Also, Mr. Riggan is a CPA and earned both a B.S.
in Accounting and an MBA from Virginia Tech University.

Paul Grady joins CornerStone as Chief Operating Officer, after a
one- year absence from the propane industry to serve as Chief
Executive Officer of Juice Bowl Products.  His propane industry
experience stems from his work as Chief Operating Officer and Sr.
Vice President of Operations of Amerigas Propane from 2000 to
2003.  Mr. Grady joined Amerigas in 1995 where he held the
position of Vice President of Sales and Operations before becoming
Chief Operating Officer.  Mr. Grady has extensive acquisition
experience stemming from five years at UGI, Inc., as Director and
then Vice President of Corporate Development, as well as five
years as Director of Corporate Development for Campbell's Soup
Company.  Mr. Grady received a B.A. in Marketing at Stetson
University and a J.D. from Stetson College of Law.

To enhance the Company's marketing efforts, CornerStone has
appointed Joe Sorce as Vice President of Marketing.  Mr. Sorce
joined CornerStone after spending two years at Star Gas as
Director of Strategic Marketing, having previously held the
position of Assistant Treasurer for Star Gas Partners, LP.  Prior
to joining Star Gas, Mr. Sorce worked as an investment banker for
Bear Stearns and as a regulatory manager at AT&T.  Mr. Sorce
received a B.A. in economics from Yale University and a Masters in
Management, with a concentration in marketing and strategy, from
the Kellogg Graduate School of Management at Northwestern
University.

Bill Corbin, Chief Executive Officer of Cornerstone expects these
latest staffing additions to contribute to the Company's growth
and stability.  "With the addition of Dave Riggan, Paul Grady and
Joe Sorce, CornerStone further advances its goal of building the
strongest, most-talented organization possible.  Each of the new
team members has diverse business knowledge and experience in the
propane industry.  We look forward to the contributions these
leaders will bring to our team and the future of the Company,"
said Mr. Corbin.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states. The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004. Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.  The Court
confirmed the Company's Joint Plan of Reorganization on Nov. 8,
2004, allowing the Company to emerge from bankruptcy protection
only seven months after its chapter 11 filing.


CORNING INC: Earns $163 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Corning Incorporated (NYSE: GLW) reported fourth-quarter sales of
$1.033 billion, with net income of $163 million.  Net income
includes net special charges of $14 million.

Excluding these net charges, Corning's earnings per share (EPS)
would have been $0.12 and at the high end of previously-announced
quarterly guidance.  This EPS is a non-GAAP financial measure.
This and all non-GAAP financial measures are reconciled on the
company's investor relations Web site and in attachments to this
news release.

For the year, Corning recorded sales of $3.85 billion, an increase
of 25 percent over 2003 sales of $3.09 billion.  The company had a
net loss of $2.17 billion or $1.56 per share.  This compares to a
2003 net loss of $223 million or $0.18 per share.  Excluding
special items, Corning had net income for the year of $674 million
or $0.45 per share in 2004, compared to net income of $128 million
or $0.10 per share in 2003.  This is a non-GAAP financial measure.

James R. Houghton, chairman and chief executive officer, said, "We
had a solid fourth quarter and a spectacular year.  Three years
ago we embarked on a significant restructuring of the company.  At
that time, I said we knew there was a light at the end of the
tunnel, but we did not know how long it was.  I am pleased to say
today that we have emerged from that tunnel, and we believe
Corning has a very bright future."

Mr. Houghton added, "This is the second consecutive year that we
have achieved a $500 million improvement in profitability before
special items. I believe that we have strong momentum across a
number of our business segments going into 2005." Profitability
before special items is a non-GAAP financial measure.

                 Fourth-Quarter Operating Results

Corning's fourth-quarter sales of $1.033 billion increased 3
percent over the previous quarter's sales of $1.006 billion, and
increased 26 percent over the prior year's fourth-quarter sales of
$820 million.  Gross margin for the fourth quarter declined to 35
percent versus 40 percent in the previous quarter, a result of
lower margins in the Telecommunications segment caused by a number
of adjustments not expected to reoccur in the first quarter, the
write-off of certain assets in the semiconductor product line, and
weak manufacturing performance in the Environmental Technologies
segment.

The company recorded $311 million in fourth-quarter sales for its
Display Technologies segment, a 5 percent increase over third-
quarter sales of $295 million.  Sequential quarterly volume in
liquid crystal display (LCD) glass increased 2 percent, and
movements in exchange rates resulted in a 3 percent increase in
sales. Pricing for the quarter again remained stable, and net
income for the segment increased 6 percent to $151 million from
$142 million in the previous quarter.  For the full year,
Corning's LCD glass volume increased by 65 percent.

Wendell P. Weeks, president and chief operating officer, said,
"While our Display Technologies segment experienced some Taiwanese
customer slowdowns in November, we had very strong performance in
December. The slight slowdown in orders has allowed us to rebuild
our inventory levels to more efficiently manage our customer
requirements."

Telecommunications segment sales were $423 million, a 3 percent
increase over third-quarter sales of $412 million.  Excluding the
impact of the divestiture of the frequency control product line,
sales increased 6 percent.  The segment recorded a net loss of $9
million versus a net loss of $1.82 billion in the third quarter.
The third-quarter loss was primarily due to goodwill, fixed assets
and equity method investment impairment charges.  Fourth-quarter
fiber volume was essentially flat compared to the third-quarter
results and better than the company expected.  Fiber pricing was
down only slightly in the quarter.

"Our fourth-quarter telecommunications results continue to reflect
the strength of hardware, cable and fiber sales in North America,
particularly related to Verizon's fiber-to-the-premises buildout,
as well as higher than usual project sales," Mr. Weeks said.

Environmental Technologies segment sales for the fourth quarter
were $130 million, a decline of 4 percent from the previous
quarter's sales of $136 million.  Sales were impacted by the
normal end-of-the-year slowdown in auto production.  Quarterly
segment earnings were impacted by continued difficulties in
manufacturing performance at several facilities. Due to normal
seasonality, the Life Sciences segment sales and earnings declined
slightly from the previous quarter.

"This was a very satisfying quarter for Corning. Our sales
increased 26 percent compared to this same period last year.
Excluding special items, our net income improved by $125 million,
and our EPS was three times what it was last year," Weeks said.
These are non-GAAP financial measures.

                           Special Items

Corning's fourth-quarter net special charges consisted of a
$17 million charge to reflect the increase in the fair market
value of Corning common stock to be contributed to settle the
asbestos litigation related to Pittsburgh Corning Corporation and
$3 million of net credits related to adjustments to restructuring
reserves.

For the full year, the company's net income was reduced by $2.839
billion of net charges comprising the following:

   -- Restructuring, impairment and other charges and credits of
      $1.789 billion ($1.802 billion after-tax and minority
      interest) primarily related to the impairment of goodwill
      and fixed assets in the Telecommunications segment.

   -- An asbestos settlement charge of $33 million ($30 million
      after-tax) to reflect the increase in the market value of
      Corning's common stock to be contributed to settle the
      asbestos litigation related to Pittsburgh Corning
      Corporation.

   -- A loss on repurchases and retirement of debt of $36 million
      ($34 million after-tax) related to Corning's ongoing debt
      reduction program.

   -- A provision for income taxes of $937 million as a result of
      the company's decision to increase its valuation allowance
      against a significant portion of its deferred tax assets.

   -- Equity method charges of $56 million, included in equity
      earnings of associated companies, net of impairments, of
      which $35 million related to impairments of certain
      Telecommunications segment equity method investments and $21
      million related to restructuring actions and bankruptcy
      related charges recorded by Dow Corning Corporation.

   -- Income from discontinued operations of $20 million related
      to the final settlement of escrowed proceeds from the 2002
      sale of Corning Precision Lens.

                   Cash Flow/Liquidity Update

Corning ended the year with $1.9 billion in cash and short-term
investments, an increase from the previous quarter's balance of
$1.7 billion. The cash increase was primarily due to strong cash
flow from operations, including the receipt of a $102 million
customer deposit. The company's debt-to-capital ratio was 41
percent, a slight decline from the previous quarter's ratio of 42
percent.

"We continue to make progress on our financial priorities. We met
or exceeded all of our expectations for the year. Our balance
sheet continued to improve. We reduced our overall debt level, and
we had operating cash flow of over $1 billion," said James B.
Flaws, vice chairman and chief financial officer.

                      First-Quarter Outlook

Corning said that it expects first-quarter sales to be in the
range of $980 million to $1.03 billion and EPS in the range of
$0.11 to $0.13 before special items. This EPS estimate is a non-
GAAP financial measure and excludes any possible special items.
The company expects foreign exchange rates to remain stable and
that its gross margin will be in the range of 37 percent to 38
percent for the quarter.

In the Display Technologies segment, Corning expects that the
sequential volume growth will be in the range of 5 percent to 10
percent, including both its wholly-owned business and Samsung
Corning Precision Glass Co. Ltd., a 50 percent owned equity
company.  The sequential volume growth in Corning's wholly-owned
business is expected to be flat to up 10 percent in the first
quarter.  Samsung Corning Precision is anticipating sequential
volume growth of 5 percent to 15 percent for the quarter. The rate
of volume growth will be largely dependent upon the industry's
ability to efficiently bring on new panel manufacturing capacity
during the quarter, as well as continued strong market demand for
LCD products.  Corning noted that its capacity expansion plans are
modular and may be adjusted if industry growth projections change.
While the company anticipates continued growth in the LCD glass
market during the first quarter, it also noted that the level of
glass demand could differ by geographic region.

Pricing for LCD glass is expected to begin to decline after being
stable to up slightly over the last two years. As a result, the
company anticipates that the average price for LCD glass will be
down approximately 5 percent sequentially in the first quarter.

"Last week, we introduced the first successful commercial
application of Generation 7 LCD glass substrates at Samsung
Corning Precision. This larger size glass substrate is designed to
support the LCD TV market, which we continue to believe will be a
significant driver of LCD glass volume increases for the next
several years," Mr. Flaws said.

In the Telecommunications segment, the company is anticipating
first-quarter sequential fiber volume will be flat to down 10
percent against an unusually strong fourth quarter. First-quarter
fiber price declines are expected to be around 5 percent.

The company noted that at the end of the fourth quarter it
received final notification from the People's Republic of China's
Ministry of Commerce that it had removed its preliminary fiber
dumping determination which had placed a 16 percent duty on
Corning fiber imports. Previously, the company said that its fiber
exports to China had been impacted by the preliminary
determination. "We are very pleased with the final ruling," Mr.
Flaws said. "It alleviates any uncertainty about our ability to
compete in the very important and growing China region. We are
hopeful about regaining lost market share in this dynamic fiber
market," he said.

Mr. Flaws added "We are entering the first quarter with excellent
momentum in our major businesses. Corning's management team will
be discussing the outlook for our businesses in more depth at our
annual investor meeting in New York City on Feb. 4."

                     Annual Investor Meeting

Corning will host its annual investor meeting in New York City on
Friday, Feb. 4. Investors who are interested in attending should
register prior to the event at
http://www.shareholder.com/corning/registration.cfm

                     About Corning Incorporated

Corning Incorporated -- http://www.corning.com/-- is a
diversified technology company that concentrates its efforts on
high-impact growth opportunities. Corning combines its expertise
in specialty glass, ceramic materials, polymers and the
manipulation of the properties of light, with strong process and
manufacturing capabilities to develop, engineer and commercialize
significant innovative products for the telecommunications, flat
panel display, environmental, semiconductor, and life sciences
industries.

                          *     *     *

As reported in the Troubled Company Reporter on August 16, 2004,
Fitch Ratings upgraded Corning Incorporated's senior unsecured
debt to 'BB+' from 'BB' and the convertible preferred stock to
'B+' from 'B'. The Rating Outlook is Positive, Fitch said.
Approximately $2.7 billion of securities were affected by Fitch's
action.

The upgrade mainly reflects Corning's:

   * strengthened credit protection measures, resulting from
     significantly improved operating performance; and

   * lower cost structure and the company's ongoing improving
     capital structure through a reduction of debt via cash
     buyback, equity offerings, and asset sales.

Firth also considered are Corning's solid market positions for
active matrix liquid crystal display -- LCD -- glass and
telecommunications and increasing equity earnings from investments
(mostly Samsung Corning Precision Glass and Dow Corning
Corporation), a majority of which are non-cash. The Positive
Outlook reflects Fitch's belief that industry conditions for LCD
monitor demand could improve further and telecommunications will
remain stable, resulting in continuing positive trends for
operating metrics and credit protection measures. Concerns center
on the increased capital commitments made to the Display
Technologies segment (pressuring free cash flow), a
Telecommunications segment (40% of revenues), which continues to
have GAAP net losses but is free cash flow positive, potential for
growing pricing pressures for LCD glass, and a continued need to
invest in research and development to generate the next break-
through product for future revenue streams.


CSG SYSTEMS: Earns $12.3 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider
of customer care and billing solutions, released its results for
the quarter ended Dec. 31, 2004.

                  Fourth Quarter 2004 Results

Processing revenues for the fourth quarter of 2004 were
$84.3 million, which represents a four percent increase compared
to $80.8 million for the same period last year, and to
$80.7 million for the third quarter of 2004. Software revenues
increased 12 percent year-over-year to $9.5 million, however
decreased one percent from the third quarter of 2004. Maintenance
revenues remained relatively consistent for the fourth quarter of
2004 at $24.3 million, compared to $24.7 million for the same
period last year and $24.6 million for the third quarter of 2004.
Professional services generated $18.5 million of revenue in the
quarter, a 16 percent increase when compared to the same period
last year and a two percent increase when compared to the third
quarter of 2004.

Net income presented under generally accepted accounting
principles for the fourth quarter of 2004 was $12.3 million,
resulting from foreign currency transaction losses.

Fourth Quarter 2004 Highlights:

     *  GAAP results were as follows: total revenues were $136.6
        million; operating income was $20.7 million; and net
        income per diluted share was $0.24.  Net income per
        diluted share was negatively impacted by
        approximately $0.02, resulting from foreign currency
        transaction losses.

     *  Cash flows from operations for the quarter ended December
        31, 2004 were $22.3 million.

     *  CSG's Broadband Services Division (BSD) signed a contract
        with Comcast immediately after the end of the quarter to
        provide voice over IP services to all the customers
        processed on CSG's solution, which is approximately two-
        thirds of Comcast's subscriber base.  In addition, Verizon
        selected CSG to provide customer care and billing for its
        fiber-to-the-home initiative and Time Warner Shreveport
        will convert its customers off its legacy billing system
        and onto CSG's platform.

     *  CSG's Global Software Services Division (GSS) added
        another China Telecom property to its client list with
        Zhejiang Telecom.  In addition, another e-business
        company, VinIQ, which is a Canadian
        automobile e-commerce site, selected CSG through Telus
        Business Solutions to provide customer care and billing
        services.

     *  Frost & Sullivan honored CSG with its 2005 Product
        Leadership award.

     *  Neal Hansen, chairman and chief executive officer,
        announced his intention to retire June 30, 2005.  In
        addition, Hank Bonde joined CSG as president and chief
        operating officer.

"As we go into 2005, CSG has never been in a stronger position,"
said Neal Hansen, chairman and chief executive officer for CSG
Systems International, Inc.  "We have a clearly defined plan for
how we will continue to deliver unmatched value to our customers
and continue to grow the business.  Now, more than ever, carriers
and operators are turning to companies like CSG to help them grow
their businesses in a profitable way."

                     Financial Condition

As of Dec. 31, 2004, CSG had cash and short-term investments of
$157.5 million, compared to $138.9 million as of Sep. 30, 2004 and
$105.4 million as of Dec. 31, 2003.  Billed net accounts
receivable were $142.1 million as of Dec. 31, 2004, compared to
$123.3 million as of Sep. 30, 2004 and $130.7 million as of Dec.
31, 2003.

Cash flows from operations for the quarter ended Dec. 31, 2004
were $22.3 million.  This compares to $24.8 million for the third
quarter of 2004 and $(38.5) million for the fourth quarter of
2003. The fourth quarter of 2003 reflects the impact of a $94.4
million arbitration payment made to Comcast.

During the fourth quarter of 2004, CSG did not acquire any of its
common stock under its Board-approved stock repurchase plan.  The
company plans to enter into a corporate 10 5-1 plan in the first
quarter of 2005, for the purposes of repurchasing the company's
stock.

               First Quarter 2005 Financial Guidance

"For the first quarter of 2005, we are expecting revenues of
between $130 million and $137 million and GAAP earnings " Peter
Kalan, chief financial officer, said.  "Our first quarter earnings
per share guidance is negatively impacted by 5 cents associated
with the accrual of retirement benefits for Mr. Hansen.

"In addition, there are over $15 million of non-cash items
included in our first quarter earnings per share guidance, " Mr.
Kalan said.  "These non-cash items include amortization of
approximately $7 million, depreciation expense of approximately $4
million, and stock-based employee compensation expense of
approximately $4 million.  Our guidance does not include any
restructuring charges that may be incurred during the quarter as
we are not able to estimate them today."

                     About the Company

CSG Systems International -- http://www.csgsystems.com/--
Headquartered in Englewood, Colorado, is a leader in next-
generation billing and customer care solutions for the cable
television, direct broadcast satellite, advanced IP services, next
generation mobile, and fixed wireline markets.  CSG's unique
combination of proven and future-ready solutions, delivered in
both outsourced and licensed formats, empowers its clients to
deliver unparalleled customer service, improve operational
efficiencies and rapidly bring new revenue-generating products to
market.  CSG is an S&P Midcap 400 company.

                          *     *     *

As reported in the Troubled Company Reporter June 1, 2004,
Standard & Poor's Ratings Services said that it assigned
its 'B' rating to Englewood, Colo.-based CSG Systems Inc.'s
$200 million senior subordinated convertible contingent debt
securities.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating with a stable outlook.  The proceeds of this issue,
along with a portion of cash on the balance sheet, will be used to
refinance approximately $199 million in senior secured bank debt
and to repurchase up to $40 million of CSG's common stock.

"The ratings reflect the company's concentrated customer base in a
highly competitive market, partially offset by CSG's recurring
revenue base and moderate, but predictable, earnings and cash
flow," said Standard & Poor's credit analyst Ben Bubeck.


DEL MONTE: Moody's Changes Rating Outlook to Positive from Stable
-----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Del
Monte Corporation to positive from stable, assigned a Ba3 to the
Company's prospective senior secured credit facilities and a B2 to
the Company's prospective $250 million senior subordinated note
issuance.

Proceeds from the new credit facilities and senior subordinated
notes will refinance the Company's existing credit facilities
($750 million outstanding at 10/31/04) and fund the repurchase of
its 9.25% senior subordinated notes ($300 million outstanding)
under a tender offer scheduled to expire February 10, 2005
(consents representing 99% of principal have been received as of
1/25/05).  Del Monte Corporation is a wholly owned subsidiary of
Del Monte Foods Company.

The change in ratings outlook to positive reflects Del Monte's
consistent cash flow generation and Moody's expectation that Del
Monte will continue to apply free cash flow to further debt pay-
down.  As a result, although profitability is being pressured by
increased costs and marketing spending, Moody's expects Del
Monte's leverage to continue to decline over the next year to
eighteen months, further improving its credit profile.

Ratings could be upgraded as average leverage approaches 2.5x
EBITDA, assuming earnings and cash flow trends do not deteriorate
and free cash flow is maintained in the range of 12-15% of debt,
even if the company decides to do share repurchases, start paying
a dividend, or pursue acquisitions.

Strategic acquisitions with balanced funding components could lead
to an upgrade if business and transition risks are not high.  The
ratings could be pressured by share repurchases or acquisitions
that increase leverage too much above 3.5x, or by the institution
of a dividend at a level that reduces free cash flow to much below
10%, restraining the pace of Del Monte's ability to continue to
deleverage.

Del Monte Corporation's ratings are:

   * $350 million senior secured revolving credit, maturing 2011 -
     Ba3 assigned,

   * $200 million senior secured term loan A, maturing 2011 - Ba3
     assigned,

   * $400 million senior secured term loan B, maturing 2012 - Ba3
     assigned,

   * $250 million senior subordinated notes, maturing 2015 - B2
     assigned,

   * $450 million 8 5/8% senior subordinated notes, maturing 2012
     - B2 affirmed,

   * Senior implied rating - Ba3 affirmed,

   * Unsecured issuer rating - B1 affirmed,

   * SGL rating - SGL-2 affirmed,

   * Ratings outlook - Positive.

Moody's Ba3 ratings on Del Monte's existing $300 million revolving
credit and $609 million term loan, and the B2 rating on the $300
million 9 1/4% senior subordinated notes will be withdrawn when
the refinancing transactions close.  Moody's has reassigned the
senior implied rating, issuer rating, and speculative grade
liquidity to Del Monte Corporation from Del Monte Foods Company in
order to regularize Moody's rating.

Del Monte's ratings gain support from its product and category
diversification, which spans processed vegetables, tomatoes, fruit
and tuna, soup, pet foods, and baby food.  The Company has a
portfolio of well-known brands, including Del Monte, Contadina,
StarKist, 9Lives, and Kibbles'n Bits.  Its $3.2 billion revenue
base provides meaningful scale, while its products benefit from
relatively stable consumption trends.

The ratings also take into account that Del Monte's management
team has been effective in executing operating, acquisition and
financial strategies, including the large acquisition of
businesses from HJ Heinz in December 2002, which more than doubled
Del Monte's revenue base, and the subsequent pay-down of
acquisition debt to de-leverage to more moderate levels.  Del
Monte maintains good liquidity, which is important to its credit
profile, given a high degree of seasonality during the year.

Del Monte's ratings are limited by modest margins and low demand
growth for many of its products.  In addition, the consolidation
of food retailers has increased their negotiating leverage and
made competition more intense in the packaged food sector,
restraining food supplier margins.  Del Monte's sales growth has
been lower than expected since acquiring the Heinz businesses, and
earnings have been pressured by cost increases, including steel,
freight, fuel, and other commodities, as well as increased
marketing spending to support sales and re-invigorate brands.

The ratings also take into account that agricultural crop cycles
result in large swings in Del Monte's working capital during the
year. In addition, the company has some customer concentrations,
particularly with WalMart, which accounts for more than 25% of
sales.  The ratings also consider that Del Monte may institute
dividends, pursue share repurchases to enhance shareholder
returns, or seek additional acquisitions to boost growth and
increase business scale further, which could negatively impact
credit quality if leverage is increased materially as a result.

Finally, the ratings incorporate the risk associated with the
sharing of the Del Monte brand name with other independent
companies, which could expose Del Monte to spill-over risk if the
other companies mismanage the name or become exposed to product
liabilities that consumers then associate more broadly with the
brand name.

Del Monte's debt at 10/31/04 was $1.5 billion, down $261 million
from October 2003.  Debt/LTM EBITDA was 3.3x (3.8x adjusted for
operating leases), at a time in the year when the revolver is
heavily utilized for seasonal working capital needs.  For FY04
(ending May 2, 2004), when working capital is at a seasonal low,
debt was $1.4 billion, or 2.9x EBITDA (3.3x adjusted for operating
leases).  Del Monte has stable cash flow generation ($250 million
in the LTM ending 10/31/04), which is well above capital spending
($75-80 million expected for fiscal year 2005).

Free cash flow after capital spending represented 14% of
outstanding debt at the end of FY04 and 12% in the LTM (ending
October 2004), indicating good ability to de-lever.  Margins
improved with the addition of the Heinz businesses, but have
trended down somewhat since then and remain modest (EBIT/Sales at
11-12%).

The refinancing transactions will add approximately $40 million of
debt as a result of fees and expenses, but will reduce interest
expense by approximately $10 million per year, allowing EBIT
coverage of interest to improve pro forma for the transactions (to
3.4x from 3.1x for the LTM).  Assets ($3.5 billion at FY04)
include a material intangible component (about 40%), but returns
on assets (about 10%) are supportive of intangible values.

Del Monte's SGL-2 liquidity rating reflects good liquidity, backed
by relatively stable operating cash flow at a level that
comfortably covers capital spending and required debt
amortization.  The new $350 million revolver, which will mature in
2011, provides an adequate source of committed external financing
to support Del Monte's highly seasonal working capital swings.
Revolver utilization is typically at a low in May/June and peaks
in September/October, during the harvest and packing season, after
which utilization decreases rapidly.

Peak seasonal utilization was about $190 million in the past year.
Pro forma for the transaction, approximately $107 million is
expected to drawn under the revolver, with seasonally high cash
flow then paying down the outstandings before seasonal usage picks
up again in the summer of 2005.

The Ba3 ratings on the senior secured credit facilities are at the
senior implied level because they represent the majority of Del
Monte's debt structure.  The facilities are secured by most of the
material assets of the company and its domestic subsidiaries.

The B2 rating on Del Monte's senior subordinated notes is notched
down from the Ba3 senior implied rating to reflect their
contractual and effective subordination to Del Monte's credit
facilities.  Both the credit facilities and the notes are
guaranteed, on a senior and subordinated basis, respectively, by
Del Monte Foods Company and by Del Monte Corporation's domestic
subsidiaries.

Del Monte Corporation is the primary operating subsidiary of Del
Monte Foods Company.  Del Monte Foods Company has headquarters in
San Francisco, California.  The Company reported $3.2 billion of
revenues in the twelve months ending Oct. 31, 2004.


DEX MEDIA: Prices Secondary Offering at $23.25 per Common Share
---------------------------------------------------------------
Dex Media, Inc. (NYSE: DEX) disclosed that the secondary offering
of 18,000,000 shares of its common stock has priced at a public
offering price of $23.25 per share.

The shares are being sold by certain affiliates of TCG Holdings,
L.L.C. and WCAS IX Associates, LLC.  The underwriters have an
option to purchase up to an additional 2.7 million shares from the
selling stockholders to cover over-allotments, if any.  Dex Media,
Inc. will not receive any proceeds from the sale of shares by the
selling stockholders.

Morgan Stanley, Lehman Brothers Inc. and Merrill Lynch & Co. led
the offering.  A copy of the prospectus relating to the offering
may be obtained from Morgan Stanley, Lehman Brothers Inc. or
Merrill Lynch & Co. at:

           Morgan Stanley
           Attn: Prospectus Dept.
           1585 Broadway
           New York, NY  10036
           Tel: (212) 761-4000

                -- or --

           Lehman Brothers Inc.
           745 Seventh Ave.
           New York, NY  10019
           Tel: (212) 526-7000

                -- or --

           Merrill Lynch & Co.
           4 World Financial Center
           New York, NY  10080
           Tel: (212) 449-1000

A registration statement relating to these securities has been
filed with and declared effective by the U.S. Securities and
Exchange Commission.  The offering is being made by means of a
prospectus.  These securities may not be sold nor may offers to
buy be accepted prior to the time that the prospectus is delivered
in final form.  This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

                      About Dex Media, Inc.

Dex Media, Inc. is the exclusive publisher of the official White
and Yellow Pages directories in print, Internet and CD-ROM formats
for directories for Qwest Communications International Inc. The
company publishes 259 directories in Arizona, Colorado, Idaho,
Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming. The company's
leading Internet based directory, DexOnline.com, is the most used
Internet Yellow Pages in the states Dex Media serves, according to
market research firm comScore. In 2003, after giving effect to the
acquisition of Dex Media West, LLC, Dex Media, Inc. generated
revenues of approximately $1.6 billion.

                          *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

   DXME

      -- $1.1 billion senior secured credit facility 'BB-';
      -- $450 million senior unsecured notes due 2009 'B';
      -- $525 million senior subordinated notes due 2012 'B-'.

   DXMW

      -- $2.1 billion senior secured credit facility 'BB-';
      -- $385 million senior unsecured notes due 2010 'B';
      -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million. Approximately
$6.3 billion of debt is affected by Fitch's actions. The Rating
Outlook is Stable.

On July 28, 2004, Moody's Investor Service upgraded its credit
ratings by two notches to B3.

In anticipation of a common stock offering and the use of a
portion of the proceeds to reduce debt, on May 17, 2004, Standard
& Poors revised the outlook on Dex's single-B credit ratings to
stable from negative.


DII/KBR: Halliburton Completes Asbestos/Silica Settlement Funding
-----------------------------------------------------------------
Halliburton (NYSE: HAL) reported that the company has completed
the funding of the asbestos and silica settlements for its
subsidiaries that had filed chapter 11 proceedings.  Halliburton
paid the final cash installment of the $2.775 billion used to fund
the trusts for the benefit of current asbestos and silica
claimants.  In addition, on January 20, 2005, Halliburton issued
59.5 million shares of common stock that have been contributed for
the benefit of future asbestos claimants.  As a result of the
issuance of these new shares, the total number of shares of common
stock outstanding is now approximately 504 million.  The plan of
reorganization became effective on January 20, 2005.

Halliburton has collected to date over $1.0 billion in cash from
various insurance carriers related to the asbestos and silica
settlements.

"The funding and completion of this settlement allows us to open a
new chapter for Halliburton.  We are excited about the company's
prospects in the coming years," said Dave Lesar, chairman,
president and chief executive officer of Halliburton.

Halliburton -- http://www.halliburton.com/-- is one of the
world's largest providers of products and services to the
petroleum and energy industries.  The company serves its customers
with a broad range of products and services through its Energy
Services and Engineering and Construction Groups.  The company's
World Wide Web site can be accessed at

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.


ECHOSTAR COMMS: Moody's Says Liquidity Profile is "Very Good"
-------------------------------------------------------------
Moody's Investors Service affirmed the SGL-1 speculative grade
liquidity rating for EchoStar Communications Corporation following
its announced plan to purchase certain satellite, and related,
assets from Rainbow DBS Co., a subsidiary of Cablevision Systems
Corporation, for $200 million.  The rating incorporates Moody's
expectation that EchoStar will fund the acquisition with cash on
hand, leaving a cash balance of approximately $750 million to
$1 billion following the payment of a special $455 million
shareholder dividend in the fourth quarter of 2004 and
beginning-of-year working capital adjustments for cash outlays
related to year-end capital expenditures.

The rating affirmation reflects the still substantial cash
balances available to the company, and specifically incorporates
Moody's unchanged view that expansion of satellite assets is
necessary to promote the future success of the business from a
competitive perspective.

The SGL-1 rating reflects the "very good" liquidity position as
expected over the next twelve months, driven again primarily by
the company's substantial cash balances.

Moody's estimates that EchoStar will have approximately
$750 million to $1 billion of unrestricted cash and marketable
securities on its balance sheet pro forma for the asset purchase
and prior payment of a special $455 million dividend in the fourth
quarter, as well as completion of EchoStar's $1 billion offering
of 6-5/8% senior unsecured notes and the redemption of its 10-3/8%
senior unsecured notes which occurred immediately after the close
of the third quarter.  While the current level of cash offers
adequate flexibility for the SGL-1 rating, sustained dedication of
cash to shareholder returns could warrant a lower rating in time
as cash reserves are depleted.  Moody's would be more wary of
maintaining the SGL-1 rating if cash balances dropped closer to
the $500 million level, whether for operational reasons or due to
further share repurchases or dividends, as maintenance of this
extra level of financial flexibility is deemed to be of high
importance given the company's heightened competitive environment,
in conjunction with the absence of a backstop liquidity facility.
Nevertheless, the satellite asset purchase from Cablevision
effectively constitutes the acceleration of otherwise inevitable
future capital expenditures, in Moody's view, and as such
represents a fiscally prudent use of capital which had already
been anticipated.

EchoStar's bond indenture covenants do not restrict its ability to
use this excess cash, and the company has no public debt
maturities over the next 24 months; requirements for cash
generated by operations consist predominantly of interest expense
and capital expenditures.

In Moody's view, the lack of clarity on EchoStar's future
subscriber acquisition promotions and the SBC partnership dynamics
and economics, as well as intensified competition from DirecTV
(and EchoStar's response to such competition) and the cable TV
industry more broadly, yields considerable uncertainty about
future operating (and specifically, cash flow) performance.
Moody's nevertheless expects that cash on-hand, combined with
projected internally generated cash flow, will be more than
sufficient to cover capital expenditures, cash interest, and
working capital needs over the next 12 months.

Uncertainty on the level of capital expenditures, which could vary
significantly based on the number of new subscribers who opt to
lease equipment from EchoStar, as well as management's view of its
long-term satellite resource needs, heightens risk.  The recent
increase in customers who lease will likely continue, leading to
higher capital expenditures in the intermediate term.  Capital
spending for additional satellite capacity has also increased and
will likely continue to rise (even after the Rainbow DBS
purchase), further constraining future free cash flow.

Working capital is difficult to predict and can swing fairly
significantly on a quarterly basis, but Moody's anticipates the
cumulative working capital impact will not materially affect
EchoStar's liquidity over the course of any full twelve-month
period.  The large cash balances and substantial subscriber base
allow the company to tolerate such swings.

Although EchoStar's lack of a back-stop facility increases the
importance of maintaining excess cash balances, Moody's believes
that the company could secure one without too much difficulty, and
relatively quickly, if needed.  Notably, the very flexible terms
incorporated in the company's bond indentures would also allow it
to securitize a significant amount of assets.  Additionally, while
Moody's believes that the company has fairly limited saleable
non-core assets that could be quickly monetized without adversely
impacting the core business, the unpledged and high perceived
value of its assets suggests that other means of alternate
liquidity could be realized were incremental capital necessary.

EchoStar Communications Corporation is a leading provider of
direct broadcast satellite pay television services to about
10.5 million subscribers.  The company maintains its headquarters
in Englewood, Colorado.  The senior implied rating for the company
is Ba3 and the rating outlook is stable.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS Corporation
after the Company's announcement that it plans to purchase certain
satellite assets from Rainbow DBS Co., a subsidiary of Cablevision
Systems Corporation for $200 million.  The ratings assume that
EchoStar will fund the acquisition with cash on hand, estimated at
approximately $1.2 billion following the payment of a special
$455 million shareholder dividend in the fourth quarter of 2004.

The list of Moody's ratings and actions:

   -- EchoStar Communications Corporation

      * $1 Billion of 5-3/4% Convertible Subordinated Notes due
        2008 -- B2 (affirmed)

      * Senior Implied Rating -- Ba3 (affirmed)

      * Issuer Rating -- B1 (affirmed)

      * Liquidity Rating -- SGL-1 (affirmed)

      * Rating Outlook (all ratings for both EchoStar and EDBS)
        -- Stable (unchanged)

   -- EchoStar DBS Corporation

      * $1 Billion of 6-5/8% Senior Unsecured Notes due 2014
         (new) -- Ba3 (affirmed)

      * $446 Million (remaining amount) of 9-1/8% Senior Unsecured
        Notes due 2009 -- Ba3 (affirmed)

      * $500 Million of Senior Unsecured Floating Rate Notes due
        2008 -- Ba3 (affirmed)

      * $1 Billion of 5-3/4% Senior Unsecured Notes due 2008 --
        Ba3 (affirmed)

      * $1 Billion of 6-3/8% Senior Unsecured Notes due 2011 --
        Ba3 (affirmed)

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings initiated coverage of Echostar Communications
Corporation and its wholly owned subsidiary, Echostar DBS
Corporation, by assigning to Echostar's convertible subordinated
notes a 'B' rating and Echostar DBS' senior notes a 'BB-' rating.

The Rating Outlook is Stable.


FEDERAL-MOGUL: Asks Court to Extend Removal Period to June 1
------------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, Federal-Mogul Corporation and its debtor-affiliates and
the Official Committee of Unsecured Creditors ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the time by which the Debtors may file notices to remove civil
actions pending as of the Petition Date, through and including
June 1, 2005.

The Debtors continue to evaluate asbestos-related actions in which
one or more of the Debtors is the plaintiff in order to determine
which actions might be suitable for removal.  The parties want to
preserve whatever ability the Debtors may have to remove claims
against the Debtors to the Bankruptcy Court.

Judge Lyons will convene a hearing on February 18, 2005, at 10:00
a.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Removal Period is automatically extended
through the conclusion of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's larges
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FIDELITY NATIONAL: Moody's Rates $3.2B Senior Sec. Loans at Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned a prospective rating of
(P)Ba3 to the proposed $3.2 billion in senior secured credit
facilities expected to be jointly entered into by two direct
subsidiaries of Fidelity National Information Services, Inc. (FIS)
-- Fidelity National Information Solutions, Inc., and Fidelity
National Tax Service, Inc.  FIS is a subsidiary of Fidelity
National Financial, Inc. (NYSE: FNF).  The outlook for the rating
is stable.

The new credit facility will consist of a $1.0 billion Term Loan
A, a $1.8 billion Term Loan B (both of which will be fully drawn
at closing), and a $400 million revolving credit facility.
Proceeds from the facility are to be used to finance a leveraged
recapitalization of FIS.  As part of the recapitalization, FIS is
expected to pay a dividend to its parent company, Fidelity
National Financial, which in turn will pay a special cash dividend
to FNF shareholders.  In addition, the company also plans to sell
a 25% stake in FIS to private equity investors.

In assigning the (P)Ba3 rating to the credit facility, Moody's
considered the strong franchise of FIS in the financial services
outsourcing business, the company's leading market position in
many of its product lines, its strong recurring revenue stream
with long-term customer contracts, and the stability of its
underlying financial institution customer base.

Offsetting these strengths are the company's very aggressive
financial leverage, a highly competitive technology services
market, the risk that customers may elect to provide services
in-house rather than rely on an outside vendor, and the
integration challenges associated with the company's numerous
recent acquisitions.

Moody's also notes that the rating of FIS reflects the potential
that the company will be separated from its parent, FNF, at some
point in the future.  The FIS credit facility will by supported
solely by its own operations, with no guarantee provided by parent
company, FNF, and with no cross default provisions with FNF's
current debt.  As a result of these factors, Moody's has given
relatively little credit for parent company support and has
analyzed FIS largely as a "stand-alone" entity.

The primary factor that could positively impact the rating of the
FIS credit facility would be a material decline in financial
leverage (i.e. free cash flow to adjusted debt of 10% or higher).
Additional factors would include success in integrating prior
acquisitions and developing product lines. Factors that could
negatively impact the rating would include financial leverage
materially above current levels, a decline in profit margins (i.e.
to below 10%), difficulties in integrating prior acquisitions, or
a significant loss of customers due to competitive pressures.

Florida-based Fidelity National Information Services, Inc.,
provides technology, processing, and information-based products
and services to the financial services and real estate industries.
For the nine months ended September 30, 2004, the company
reported revenue of $1.6 billion, and pre-tax operating income of
$307 million.


GAP INC: Board Declares $0.0222 per Share Quarterly Dividend
------------------------------------------------------------
Gap Inc.'s (NYSE: GPS) Board of Directors voted a quarterly
dividend of $0.0222 per share payable on Feb. 23, 2005, to
shareholders of record at the close of business on Feb. 8, 2005.

                        About the Company

Headquartered in San Francisco, California, Gap Inc. operates
3,051 stores under the Gap, Old Navy, and Banana Republic brands.
Gap Inc. had annual revenues of approximately $15.9 billion in the
fiscal year ended February 1, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Service placed the long term debt ratings of Gap
Inc. and its subsidiaries on review for possible upgrade and
affirmed the company's SGL-1 rating.

The ratings placed on review:

   * Gap Inc.:

      -- Senior implied of Ba1,

      -- Senior unsecured notes and global convertible bonds of
         Ba1,

      -- Issuer rating of Ba1.

   * Gap (Japan) K.K:

      -- Senior Notes guaranteed by Gap Inc. of Ba1.

The rating affirmed is:

   * Gap Inc.:

      -- Speculative grade liquidity rating of SGL-1.

The review for a possible upgrade is prompted by evidence that
Gap, Inc., has been able to maintain its improvements in operating
margins even in an environment where sales have been softer than
expected, as well as the continued reduction in the Company's
funded debt and continued strong free cash flow generation.
During fiscal year 2004, Gap Inc. repaid approximately
$871 million of funded debt.


GMAC COMMERCIAL: Fitch Junks $19 Million 1998-C2 Mortgage Security
------------------------------------------------------------------
Fitch Ratings upgrades GMAC commercial mortgage securities, Inc.,
series 1998-C2:

     -- $113.9 million class C to 'AAA' from 'AA';
     -- $164.5 million class D to 'A' from 'BBB+';
     -- $38 million class E to 'BBB+' from 'BBB-'.

In addition, Fitch affirms these classes:

     -- $51.7 million class A-1 at 'AAA';
     -- $1.4 billion class A-2 at 'AAA';
     -- Interest Only (IO) class X at 'AAA';
     -- $126.5 million class B at 'AAA';
     -- $88.6 million class F at 'BB+'
     -- $44.3 million class G at 'BB';
     -- $19 million class H at 'BB-';
     -- $19 million class J at 'B+';
     -- $19 million class K at 'B';
     -- $25.3 million class L at 'B-';
     -- $19 million class M at 'CCC'.

The $8.8 million class N is not rated by Fitch.

The upgrades are due to the increase in subordination levels
resulting from loan repayments and amortization.  As of the
January 2005 distribution date, the transaction's principal
balance decreased 16.7% to $2.10 billion compared to $2.53 billion
at issuance.  As of year-end 2003 the weighted average debt
service coverage ratio - WADSCR -- for the transaction was 1.25
times compared to 1.23x at issuance.

Currently, nine loans (1.3% of the pool) are in specially
servicing.  GMAC Commercial Mortgage Corp. -- GMACCM, the master
servicer, has negotiated discounted payoffs on the three largest
specially serviced loans:

     * a retail property in Lackawana, New York (0.3%),
     * a retail property in Hamburg, New York (0.2%), and
     * a healthcare property in Tomball, Texas (0.2%).

The anticipated closing for these loans is by the end of January
or the beginning of February 2005.  A fourth loan, a retail
property in Norton, Virginia (0.1%), is 90 days delinquent.  Class
N is sufficient to absorb the Fitch expected losses on these four
loans.

Fitch reviewed as part of its analysis, the five credit assessed
loans (25.8% of the pool).  The debt service coverage ratio - DSCR
-- for each loan is calculated using servicer provided net
operating income less required reserves divided by debt service
payments based on the current balance using a Fitch stressed
refinancing constant.  Four of the five loans have maintained
investment grade credit assessments.

The OPERS Factory Outlet Portfolio (8.7%) is stable with a
weighted average occupancy as of August 2004 of 93.6% compared to
94.6% at YE 2003 and 96.7% at issuance.  As of YE 2003 the DSCR
was 2.37x compared to 1.68x at issuance.  Two properties sustained
extensive sign and roof damage during the East Coast's 2004
hurricane season.  The borrower collected insurance proceeds and
repairs are substantially completed.

The Boykin Portfolio (4.9%) is beginning to show signs of
improvement since Fitch's last review.  Although, the average
daily rate - ADR -- declined slightly, an increase in occupancy
has resulted in an increase in the portfolio's overall revenue per
available room - RevPar -- to $63.16 as of TTM September 2004
compared to $58.85 as of YE 2003 and $55.35 at issuance.  The DSCR
as of TTM September 2004 was 1.62x compared to 1.37x at YE 2003
and 1.55x at issuance.

The three remaining credit assessed loans, Arden Portfolio (6.3%),
South Towne Center & Marketplace (3%) and Grove Property Trust
(3%) have performed at or better than issuance.


HEXCEL CORP: Dec. 31 Balance Sheet Upside-Down by $24.4 Million
---------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported results for the fourth
quarter and full year of 2004.  Net sales for the fourth quarter
of 2004 were $276.4 million, up 24.8% as compared to $221.4
million for the fourth quarter of 2003.  In constant currency,
revenues for the fourth quarter of 2004 were 21.8% higher than
last year. Gross margin for the fourth quarter of 2004 was $58.1
million, or 21.0% of sales, compared with $41.3 million for the
same period last year.

Operating income for the fourth quarter of 2004 was $20.6 million
as compared to $10.7 million for the same quarter last year.
Included within operating income (selling, general and
administrative expenses) in the fourth quarter of 2004 are $1.1
million of transaction costs related to the previously disclosed
secondary offering of shares of the Company's common stock by
certain of its stockholders.  Depreciation expense for the quarter
of $13.1 million was $1.4 million lower than the prior year, while
business consolidation and restructuring expenses were $0.9
million compared to $1.6 million in the fourth quarter of 2003.

Net income for the quarter was $7.6 million compared to a net loss
of $9.7 million for the same quarter of 2003.  During the fourth
quarter of 2004, the Company recorded a $1.6 million loss on early
retirement of debt in connection with its purchase of $23.0
million of its senior subordinated notes due 2009.  The loss is
included in non-operating income/expense in the Company's
statement of operations.  Included in the Company's tax provision
for the 2003 fourth quarter is the write-off of a Belgian deferred
tax asset of $4.7 million.

As previously disclosed, during the fourth quarter of 2004, the
Company recorded as part of deemed preferred dividends and
accretion a non-cash charge of $12.9 million related to the
conversion of a portion of its mandatorily redeemable convertible
preferred stock into common shares in connection with a secondary
offering of common stock in December.  This charge, together with
the ongoing quarterly amortization of deemed preferred dividends
and accretion, totaled $16.0 million in the fourth quarter of 2004
compared to $3.0 million in the same quarter of 2003.  After
reflecting deemed preferred dividends and accretion, net loss
available to common shareholders for the fourth quarter of 2004
was $8.4 million, or $0.20 per diluted common share, compared to a
net loss of $12.7 million, or $0.33 per diluted common share, for
the fourth quarter of 2003.

For the full year of 2004, net sales were $1,074.5 million as
compared to $896.9 million in 2003, an increase of 19.8% (16.6% on
a constant currency basis).  Gross margin increased to $229.1
million from $174.5 million.  Operating income of $88.8 million in
2004 was $28.8 million higher than the $60.0 million of operating
income achieved in 2003.  The improvement this year reflects
higher sales volumes, particularly from commercial aerospace and
industrial market applications.  Included in full year 2004
operating income were $2.3 million of bad debt provision related
to Second Chance Body Armor, Inc., a ballistics customer that
filed for protection under Chapter 11 of the U.S. Bankruptcy Code,
a $7.0 million charge related to a litigation settlement, a
$4.0 million gain on the sale of land and transaction costs of
$1.1 million related to the Company's secondary offering.  Net
income was $28.8 million for 2004 compared to a net loss of
$11.1 million in 2003.  After reflecting deemed preferred
dividends and accretion, net income available to common
shareholders for the year was $3.4 million, or $0.08 per diluted
common share, compared to a net loss of $20.7 million, or $0.54
per diluted common share, in 2003.

                  Chief Executive Officer Comments

Commenting on the quarter and full year's results, Mr. David E.
Berges, Chairman, Chief Executive Officer and President, said,
"After almost three years of uncertain markets and painful
actions, we are thrilled with the trends in our markets as well as
our resultant earnings progress in 2004.  Revenue growth first
came from the requirements of our body armor and military aircraft
customers, and then, starting mid year, from the decisions of
Airbus and Boeing to start increasing commercial aircraft
production.  More importantly, the long term prospects for
composites in aerospace advanced dramatically in recent quarters.
We have seen the rollout of the Airbus A380 super jumbo jet with
22% composite content by weight, more than double the percentage
of all other current commercial aircraft.  The next new Airbus
aircraft will see the introduction of carbon fiber wings and move
composite content to over 30%.  The new Boeing 7E7 with carbon
fiber wings and fuselage is expected to contain over 50% composite
content.  This increasing penetration of composites has the
potential to create an acceleration effect to the aerospace
rebound for years to come."

Mr. Berges continued, "The fundamental driver of our improving
performance is revenue growth and our success in delivering good
leverage through to the net income line.  On increased revenues of
$177.6 million in 2004, we generated $54.6 million of gross margin
- a 30.7% rate on the incremental sales.  Net income for the year
increased by $39.9 million, despite a number of unusual items such
as the carbon fiber litigation settlement, a bad debt provision
and Sarbanes-Oxley costs which hurt our operating income leverage.
But continued cash focus led to lower interest expense and we had
improved performance from our joint ventures which helped us
deliver net income in all four quarters.  We continued to generate
free cash despite investing in our growing businesses and we
reduced net debt by another $67.5 million or 15.3% from the
beginning of the year.  The formula for success in 2005 will be
the same.  Our markets offer the continued potential for annual
double digit revenue growth and our task is to use our operating
leverage to deliver improved profitability as a result."

                   Fourth Quarter Revenue Trends

As in recent quarters, the year-over-year shift in foreign
exchange rates has continued to increase revenues compared to
prior period actual results.

In constant currency, commercial aerospace revenues were
$119.0 million for the fourth quarter of 2004, an increase of
$28.0 million, or 30.8%, over revenues in the same quarter of
2003.  The year-on-year increase reflects the increase in
commercial aircraft build rates as well as the ramp up of Airbus
A380 production.

Industrial market revenues for the quarter in constant currency of
$87.9 million were up $15.1 million, or 20.7%, compared to
revenues of $72.8 million in the fourth quarter of 2003.  The
continued strength in industrial market sales reflects higher
demand for reinforcement fabrics used in military body armor
applications and increasing sales of products used in wind energy
applications.

Space and defense revenues in constant currency of $49.2 million
were up $4.0 million or 8.8% compared to the fourth quarter of
2003 reflecting continued growth in helicopter blade replacement
programs and higher military aircraft production offset by the
cancellation of the Comanche Program, which contributed $4.1
million of revenue to the same quarter last year.  Revenues from
the electronics market were $13.6 million in constant currency, up
9.7% compared to last year's quarter.

          2004 Full Year Revenue Trends and 2005 Outlook

Consolidated revenues in constant currency of $1,046.1 million for
2004 were 16.6% higher than 2003. In constant currency, commercial
aerospace revenues were $453.8 million for 2004, an increase of
$63.9 million, or 16.4%, over the revenues in 2003.  The year-on-
year increase reflects the benefit of higher aircraft build rates
in 2005, a favorable change in mix of aircraft being produced, and
the benefit of the new Airbus A380 program. We expect 2005 to show
a continuation of these trends.

Industrial market revenues for the year in constant currency were
$344.2 million, an increase of $69.3 million, or 25.2%, compared
to revenues of $274.9 million in 2003.  The largest portion of
this revenue increase came from sales of reinforcement fabrics
used in military body armor applications.  Sales to wind energy
applications also increased at a double digit rate year-on-year.
In 2005, we expect ballistic sales to remain at current levels but
growth in wind applications to accelerate and drive continued
growth in this market.

Space & Defense revenues in constant currency of $187.8 million
were up $8.5 million, or 4.7%, from 2003, despite the termination
of the Comanche program which contributed $13.5 million of revenue
last year compared to $4.4 million this year.  The Company
provides materials to a wide range of military programs.  Over
time, the revenues the Company obtains from these programs tend to
vary based on customer ordering patterns and the timing and extent
of program funding.

Electronics revenues for the year in constant currency were $60.3
million compared to 2003 revenues of $52.8 million.  The Company
continues to focus on higher-end electronics applications, and
this focus on advanced technology materials and specialty
applications, together with some recovery in industry demand, is
contributing to enhanced performance in our electronics business.

                               Debt

Total debt, net of cash, declined in the quarter by $31.7 million
to $374.2 million as of December 31, 2004.  During 2004, total
debt, net of cash declined $67.5 million (see Table E for details
of the components of net debt).  Inventories at December 31, 2004
were slightly lower than September 30, 2004 and $23.7 million
higher ($17.5 million higher in constant currency) than Dec. 31,
2003.  Accounts receivable measured as days sales outstanding as
of December 31, 2004 were comparable to the same quarter last
year.

The Company anticipates that net debt will increase in the first
quarter of 2005 reflecting the usual seasonality in its cash
flows. In the first quarter of each year, working capital
increases and there are a number of annual cash payments.  In the
first quarter of 2005, the Company will also make a $7.5 million
investment in its existing Chinese joint venture.

Interest expense during the fourth quarter and full year of 2004
was $11.4 million and $47.7 million, respectively, and compares to
interest expense of $12.5 million and $53.6 million in the
respective periods of 2003. The decline in interest expense during
2004 reflects the Company's on-going efforts to reduce its total
debt through open market purchases.

The Company is exploring refinancing some or all of its debt to
reduce its interest expense.  Consideration is being given to the
possible replacement, repurchase, refinancing, redemption, tender
and/ or defeasance of its existing senior secured credit facility,
9.875% Senior Secured Notes due 2008, 9.75% Senior Subordinated
Notes due 2009 and 7% Convertible Debentures due 2011.  The
consummation of any potential future refinancing transaction(s)
will depend on various factors, including market and economic
conditions.  There can be no assurance that any potential
refinancing will be consummated or, if consummated, as to the
terms thereof.

Capital expenditures for the quarter and year were $17.8 million
and $38.1 million respectively.  We expect 2005 capital
expenditures to be more in line with our annual depreciation rate.

   Independent Registered Public Accounting Firm's 2004 Report

Due to the requirements of Section 404 of the Sarbanes-Oxley Act,
the independent registered public accounting firm's audit report
date on the financial statements will be deferred until the
Company files its 2004 Annual Report on Form 10-K.  This is a
change from prior years practice when the independent registered
public accounting firm's audit report date was typically rendered
at the time of the Company's earnings release.

                        About the Company

Hexcel Corporation is a leading advanced structural materials
company. It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.

At Dec. 31, 2004, Hexcel Corp.'s balance sheet showed a
$24.4 million stockholders' deficit, compared to a $93.4 million
deficit at Dec. 31, 2003.


HOLLINGER INC: Can't Hold Shareholders' Meeting by January 30
-------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) and Hollinger
International, Inc., continue to pursue, on a without prejudice
basis, the conclusion of mutually acceptable arrangements to
permit the audit of Hollinger's 2003 annual financial statements
to begin as soon as possible.

As previously reported, Hollinger's 2003 annual financial
statements could not be completed and audited until Hollinger
International's 2003 annual financial statements were completed.
On January 18, 2005, Hollinger International filed its 2003 Form
10-K with the United States Securities and Exchange Commission,
which included audited financial statements and related MD&A for
the fiscal year ended December 31, 2003, and restated audited
financial results for the fiscal years ended December 31, 1999,
2000, 2001 and 2002.  Hollinger International stated that the
restated financial results were to correct accounting errors in
prior periods and to reflect reclassifications arising from the
adoption of a new audit standard.

On January 21, 2005, Hollinger International filed its audited
financial statements (and related MD&A) and its renewal Annual
Information Form for the year ended December 31, 2003, with the
Canadian securities regulatory authorities.  The foregoing were
necessary but not sufficient conditions to permit Hollinger to
complete and file its 2003 annual financial statements as the
completion and audit of the financial statements will require a
level of cooperation from Hollinger International, which is still
in negotiation, and its auditors.

Hollinger International indicated that it expected to be able to
file, within approximately two months, its interim financial
statements for the fiscal quarters ended March 31, June 30 and
September 30, 2004.  In addition, Hollinger International stated
that it would work expeditiously to file its 2004 Form 10-K, which
will include its audited financial statements and related MD&A for
the fiscal year ended December 31, 2004.  While Hollinger
International has said it expects to file a request with the SEC
for a 15-day extension beyond the required filing date of
March 16, 2005, to complete and file the 2004 Form 10-K, due to
the anticipated work involved in the audit, Hollinger
International noted that it may not be able to complete and file
the 2004 Form 10-K by March 31, 2004.

Hollinger's Audit Committee will now consider what, if any,
additional financial information and alternative financial
statements Hollinger will be in a position to publicly disclose
and/or complete as a consequence of Hollinger International's
recent filings.

    Extension for Holding 2004 Annual Shareholders' Meeting

On June 25, 2004, Madame Justice Pepall of the Ontario Superior
Court of Justice granted Hollinger an interim order extending the
time for calling Hollinger's 2004 annual shareholders' meeting to
a date not later than September 30, 2004.  The postponement was
sought because until such time as the annual audited financial
statements of Hollinger for the year ended December 31, 2003, are
complete, Hollinger is unable to satisfy the Canadian law
requirement that such financial statements be placed before the
shareholders at the annual shareholders' meeting.  On
September 28, 2004, Mr. Justice Colin L. Campbell of the Ontario
Superior Court of Justice granted Hollinger an interim order
further extending the time for calling Hollinger's 2004 annual
shareholders' meeting to a date not later than January 30, 2005.
As Hollinger's 2003 annual financial statements are still not
complete, Hollinger will be seeking a further interim order
extending the time for calling Hollinger's 2004 annual
shareholders' meeting beyond the deadline of January 30, 2005, set
out in the Mr. Justice Campbell's order.

Hollinger intends to hold its 2004 annual shareholders' meeting as
soon as practicable after its fiscal 2003 audited financial
statements are completed and available for mailing to
shareholders.

               Supplemental Financial Information

As of the close of business on January 21, 2005, Hollinger and its
subsidiaries (other than Hollinger International and its
subsidiaries) had approximately US$45.2 million of cash or cash
equivalents on hand and Hollinger owned, directly or indirectly,
782,923 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International.

The increase in Hollinger's cash and cash equivalents on hand
during the period since its January 11, 2005, status update is due
to the receipt by Hollinger on January 18, 2005 of the regular and
special dividends on its holdings of shares of Class B Common
Stock of Hollinger International as described below.  Based on the
Jan. 21, 2005, closing price of the shares of Class A Common Stock
of Hollinger International on the NYSE of US$14.75, the market
value of Hollinger's direct and indirect holdings in Hollinger
International was US$232,650,614.  All of Hollinger's direct and
indirect interest in the shares of Class A Common Stock of
Hollinger International are being held in escrow with a licensed
trust company in support of future retractions of its Series II
Preference Shares.  All of Hollinger's direct and indirect
interest in the shares of Class B Common Stock of Hollinger
International are pledged as security in connection with
Hollinger's outstanding 11.875% Senior Secured Notes due 2011 and
11.875% Second Priority Secured Notes due 2011.

In addition, Hollinger has previously deposited with the trustee
under the indenture governing the Senior Notes approximately
US$10.5 million in cash as collateral in support of the Senior
Notes (which cash collateral is also collateral in support of the
Second Priority Notes, subject to being applied to satisfy future
interest payment obligations on the outstanding Senior Notes as
permitted by amendments to the Senior Indenture).  Consequently,
there is currently in excess of US$231.6 million aggregate
collateral securing the US$78 million principal amount of the
Senior Notes and the US$15 million principal amount of the Second
Priority Notes outstanding.

               Hollinger International Dividends

On December 16, 2004, the Board of Directors of Hollinger
International declared a special dividend of US$2.50 per share of
Class A Common Stock and Class B Common Stock of Hollinger
International to holders of record of the Shares on Jan. 3, 2005,
payable on January 18, 2005.  The Board of Directors of Hollinger
International also declared a regular quarterly dividend of
US$0.05 per Share to be paid on January 18, 2005, to shareholders
of record on January 3, 2005.

On January 18, 2005, Hollinger received the regular and special
dividend on its direct and indirect holdings of shares of Class B
Common Stock of Hollinger International, net of applicable
withholding tax.  Hollinger expects to receive shortly the regular
and special dividend on its direct and indirect holdings of shares
of Class A Common Stock of Hollinger International, net of
applicable withholding tax.

The special dividend declared by Hollinger International resulted
in the distribution of approximately US$227 million of the net
proceeds from the sale of The Telegraph Group.  In announcing the
declaration of the special dividend, Hollinger International
stated that it was committed to distributing to its shareholders,
including Hollinger, a total of US$500 million of the net proceeds
of the sale of The Telegraph Group.

It has stated that it proposes to distribute the balance of these
proceeds in the form of a tender offer for the Shares after it
publishes its delinquent financial statements and other reports.
Alternatively, Hollinger International may consider a further
special dividend but it gave no assurances that it would
distribute cash to shareholders in either form.

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

                          Retractions

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

                           SEC Escrow

As part of its settlement discussions with staff of the SEC
relating to the action commenced by the SEC against Hollinger and
its former directors and senior executives, Lord Black and F.
David Radler in the U.S. District Court, Northern District of
Illinois, Hollinger has voluntarily agreed that it will enter into
an arrangement whereby it will deposit:

     (i) the net amount received or to be received by it directly
         and indirectly from the Special Dividend, being
         approximately US$37,471,613; and

    (ii) subject to any overriding rights of the holders of
         Hollinger's outstanding Senior Notes and Second Priority
         Notes, the net amount of any subsequent distribution made
         by Hollinger International of The Telegraph Group sale
         proceeds, if any, into an escrow account with a licensed
         trust company.

The escrow will terminate upon the conclusion of the SEC Action as
to all parties.

The escrow arrangements will provide that Hollinger will have
access to the escrowed funds for ordinary business and certain
other purposes, including, the payment of principal, interest,
premium and fees, if any, on or relating to Hollinger's
indebtedness for borrowed money, the payment of dividends on the
Series II Preference Shares of Hollinger, the buy-back of non-
Ravelston shares of Hollinger and the acquisition of assets (other
than from Ravelston and certain of its affiliates).

The escrow is subject to Hollinger and the SEC agreeing to a
mutually acceptable termination date for the escrow should the
parties be unable to reach an overall settlement of the SEC Action
as against Hollinger in the near future.  If termination of the
arrangement occurs, Hollinger has agreed to provide staff of the
SEC a reasonable opportunity to assert any rights it may have with
respect to the escrowed funds.

Hollinger is currently in the process of arranging for the escrow
of the net amount received by it directly and indirectly from the
Special Dividend.  In the interim, Hollinger has agreed to hold
the funds in a segregated bank account.

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

                         *     *     *

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

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

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

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


HOLLINGER: E&Y Will Examine Ex-Directors P.Y. Atkinson & M. Sabia
-----------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reports that Ernst &
Young, Inc., the Inspector, is continuing the inspection of
Hollinger's related party transactions pursuant to an Order of the
Ontario Superior Court of Justice.  The Inspector has provided
five interim Reports with respect to its inspection of Hollinger.
Hollinger and its staff continue to give their full and
unrestricted assistance to the Inspector in order that it may
carry out its duties, including access to all files and electronic
data.  Hollinger International has also assisted the Inspector in
this regard.

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

The Inspector has obtained Orders to examine two former directors
of Hollinger, Peter Y. Atkinson and Maureen Sabia.  Other persons,
including Peter G. White, a director and officer of Hollinger,
have voluntarily agreed to be examined.

A motion of the Inspector in writing with respect to an electronic
inspection process is presently being considered by Mr. Justice
Campbell.  The next hearing before him is presently anticipated to
be held on February 9, 2005.  The Inspector is anticipated to
provide an updated report to the Court before then.

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

                         *     *     *

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

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

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

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


HOLLINGER: Will Deposit C$1.5M in Officers' Indemnification Trust
-----------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reported that as a
result of the expiry of Hollinger's directors' and officers'
liability insurance on June 30, 2004, Hollinger placed C$500,000
in trust with the law firm of Aird & Berlis LLP, as trustee, in
support of Hollinger's indemnification obligations to director
Gordon W. Walker, Q.C. and former director Richard Rohmer.

Hollinger agreed to deposit additional moneys in trust up to a
maximum of C$1,500,000 as and when Hollinger reasonably determined
that it had such moneys available.  Hollinger has now determined
that it is able to deposit an additional C$1,500,000 in trust with
the law firm of Aird & Berlis LLP, as trustee.  The additional
funds, together with the original C$500,000, will support
Hollinger's indemnification obligations to directors Gordon W.
Walker, Q.C., Paul A. Carroll, Q.C., Donald M.J. Vale, Robert J.
Metcalfe and Allan Wakefield and former director Richard Rohmer.

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

                         *     *     *

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

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

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

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


HUFFY CORP: Schatz & Nobel Commences Class Action Lawsuit
---------------------------------------------------------
The law firm of Schatz & Nobel, P.C., which has significant
experience representing investors in prosecuting claims of
securities fraud, announces that a lawsuit seeking class action
status has been filed in the United States District Court for the
Southern District of Ohio on behalf of all persons who purchased
the publicly traded securities of Huffy Corp. (Pink Sheets:
HUFCQ.PK) between April 16, 2002 and August 13, 2004.

The Complaint alleges that Huffy violated federal securities laws
by issuing false or misleading public statements.  Specifically,
the Complaint alleges that:

   (1) Huffy's positive statements concerning its growth and
       long-term prospects were false and misleading because Huffy
       was experiencing problems integrating the McCalla and Gen-X
       acquisitions;

   (2) Huffy's Canadian operations were engaged in improper
       accounting practices;

   (3) legacy costs associated with discontinued operations were
       continuing to mount; and

   (4) Huffy's financial condition was dramatically eroding such
       that it was approaching insolvency.

On August 13, 2004, Huffy issued a press release announcing that,
in the course of its review of its financial statements for the
first quarter of 2004, it had determined that certain accounting
entries, estimated in the range of $3.5 to $5.0 million and
related primarily to customer deductions, credits and reserves for
inventory valuation and doubtful account receivables for Huffy
Sports Canada (formerly known as Gen-X Sports), were more properly
reflected in the period ended December 31, 2003 rather than in the
first quarter of 2004.  In response to this announcement, the
price of Huffy common stock declined from a close of $0.58 per
share on August 13, 2004, to close at $0.35 per share on
August 14, 2004.  Then, on August 16, 2004, Huffy announced that
it was being delisted from the New York Stock Exchange -- NYSE.
Finally, on October 20, 2004, Huffy announced that it was filing
for bankruptcy.

A member of the class, may no later than March 25, 2005, request
that the Court appoint him or her as lead plaintiff of the class.
A lead plaintiff is a class member that acts on behalf of other
class members in directing the litigation.  Although the ability
to share in any recovery is not affected by the decision whether
or not to seek appointment as a lead plaintiff, lead plaintiffs
make important decisions, which could affect the overall recovery
for class members, including decisions concerning settlement.  The
securities laws require the Court to consider the class member(s)
with the largest financial interest as presumptively the most
adequate lead plaintiff(s).

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INTERSTATE BAKERIES: Court Extends Exclusive Periods to July 19
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date during which a debtor has
the exclusive right to file a Chapter 11 plan.  Section
1121(c)(3) provides that, if a debtor proposes a plan within the
exclusive filing period, it has a period of 180 days after the
Petition Date to obtain acceptances of the plan.

The Exclusive Periods are intended to afford Chapter 11 debtors a
full and fair opportunity to rehabilitate their business and to
negotiate and propose a reorganization plan without the
deterioration and disruption of their business that might be
caused by the filing of competing reorganization plans by non-
debtor parties.

By this motion, Interstate Bakeries Corporation and its debtor-
affiliates ask the Court to extend their exclusive period to:

   (1) file a plan through September 19, 2005; and

   (2) solicit and obtain acceptances of that plan through
       November 16, 2005.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Chicago, Illinois, asserts that the sheer size and complexity
of the Debtors' cases justifies an extension of the Exclusive
Periods.  The Debtors' Chapter 11 cases have been further
complicated by other factors including certain deficiencies in
the Debtors' recently implemented financial reporting systems and
the existence of about 500 union contracts.  However, the Debtors
continue to work diligently to resolve their financial reporting
issues and to develop and analyze information as it becomes
available.

Since the Petition Date, the Debtors' new senior management has
expended enormous efforts responding to the many exigencies and
other matters that are incidental to the commencement of any
Chapter 11 case but which are compounded given the size and
complexity of the Debtors' cases.  The Debtors:

   -- devoted considerable time to responding to a multitude of
      inquiries and information requests made by the Official
      Committee of Unsecured Creditors, the Official Committee of
      Equity Security Holders, the lenders, vendors, customers,
      landlords, bondholders, shareholders and other parties-in-
      interest;

   -- sought and obtained Court approval for a $200,00,000 DIP
      financing facility thereby providing the liquidity
      essential to ameliorate concerns of postpetition creditors;

   -- diligently worked with their vendors and established trade
      terms that have allowed the Debtors to exceed their initial
      cash flow projections;

   -- diligently worked to resolve their financial reporting
      issues and to develop and analyze information as it becomes
      available;

   -- have been involved in preserving human capital, which is a
      crucial factor in running a successful operation;

   -- formulated and sought Court approval of a comprehensive
      employee retention program that is designed to maintain
      employee morale and retain and appropriately compensate key
      employees;

   -- sought and obtained Court approval to continue complying
      with grievance procedures and to enter into collective
      bargaining agreement extensions and side agreements;

   -- realized operating synergies through consolidation of
      redundant bakeries and construction of new bakeries; and

   -- filed their schedules and statements of financial affairs,
      which collectively list more than 24,313 creditors,
      $1,597,842,723 in assets, and $954,436,568 in liabilities.

The Debtors need more time to formulate and implement a credible
long-term business plan that is essential to the assessment of a
reasonable range of values for the Debtors' reorganized
businesses and the determination of how much debt and equity
those businesses will be able to support.  Until a business plan
is completed, the treatment of the union contracts in connection
with the Debtors' reorganization cannot be determined.  Hence,
the Debtors are unable to unilaterally implement productivity
improvements and effect savings with respect to health care,
pension and other retirement costs because 81% of the Debtors'
employees are covered by one of the approximately 500 union
contracts.

Mr. Ivester assures the Court that the Debtors' request is not a
negotiation tactic, but instead, merely a reflection of the fact
that their cases are not yet ripe for the formulation and
confirmation of a viable plan of reorganization.

                          *     *     *

Judge Venters extends the Debtors' Exclusive Plan-Filing Period
through July 19, 2005, and the Exclusive Solicitation Period
through September 16, 2005.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts. (Interstate Bakeries
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


iSTAR FINANCIAL: Exchanging Series B Notes with 7.70% Sr. Debt
--------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI), the leading publicly traded
finance company focused on the commercial real estate industry,
has commenced a consent solicitation and offer to exchange iStar
Financial Inc. 5.70% Series B Senior Notes due 2014 for any and
all outstanding TriNet Corporate Realty Trust 7.70% Senior Notes
due 2017, based upon an exchange ratio calculation described
below.  A holder's tender of TriNet Notes will constitute a
consent to amend the indenture relating to the TriNet Notes to
eliminate or waive most of the restrictive covenants and to amend
some of the events of default governing the TriNet Notes.

Catherine D. Rice, chief financial officer commented, "Exchanging
iStar Notes for TriNet Notes is a step forward in our efforts to
simplify our corporate structure and eliminate ongoing costs
associated with the separate reporting requirements resulting from
the TriNet Notes being outstanding."

For each $1,000 principal amount of TriNet Notes tendered, holders
will receive iStar Notes in an amount equal to $1,000 multiplied
by the exchange ratio.  The exchange ratio is equal to the
exchange price of the TriNet Notes, which includes accrued and
unpaid interest, divided by the new issue price of the iStar
Notes, which includes accrued and unpaid interest.  Since the
iStar Notes will be issued in denominations of $1,000, the
exchange ratio calculation will be rounded down to the nearest
$1,000 principal amount, with the balance payable in cash.

The exchange price of the TriNet Notes will equal:

     (1) the discounted value of the remaining payments of
         principal and interest on $1,000 principal amount of
         TriNet Notes through their maturity date at a discount
         rate equal to:

         (a) the bid-side yield to maturity on the 4.25% U.S.
             Treasury Note maturing November 15, 2014, as
             calculated by Bear, Stearns & Co. Inc., at 2:00 p.m.
             New York City time on February 22, 2005 (unless the
             expiration date of the exchange is extended); plus

         (b) a fixed spread of 160 basis points.

In order to encourage eligible holders to tender early, the
exchange price of the TriNet Notes includes a consent amount of
$20.00 per $1,000 principal amount. The consent amount is only
offered to eligible holders who validly tender their TriNet Notes
on or prior to 5:00 p.m. New York City time on the consent date of
February 8, 2005 and do not validly withdraw their tenders on or
before that date. The consent amount of $20.00 per $1,000
principal amount will be deducted from the exchange price of the
TriNet Notes with regard to TriNet Notes tendered after the
consent date.

The new issue price of the iStar Notes will equal:

     (1) the discounted value of the remaining payments of
         principal and interest on $1,000 principal amount of
         iStar Notes through their maturity date at a discount
         rate equal  to:

         (a) the bid-side yield to maturity on the 4.25% U.S.

         (b) Treasury Note maturing Nov. 15, 2014, as calculated
             by Bear, Stearns & Co. Inc. at 2:00 p.m. New York
             City time on Feb. 22, 2005 (unless the expiration
             date of the exchange is extended); plus a fixed
             spread of 125 basis points.

Based upon the yield of the 4.25% U.S. Treasury Note maturing
Nov. 15, 2014 at 11:00 am New York City time on Jan. 24, 2005, the
exchange price of the TriNet Notes, inclusive of the consent
amount, and the new issue price of the iStar Notes would have been
$1,181.66, and $1,021.88, respectively, and the exchange ratio
would have been 1.156359.  Excluding payment of the consent
amount, the exchange price of the TriNet Notes would have been
$1,161.66 and the exchange ratio would have been 1.136787.

iStar Financial's obligation to exchange notes that are tendered
will be subject to customary conditions, including that at least a
majority in principal amount of the TriNet Notes are properly
tendered and not validly withdrawn.  iStar Financial has the right
to waive these and the other conditions.

The indenture amendments relating to the TriNet Notes will become
effective if holders of a majority in principal amount of the
TriNet Notes tender their TriNet Notes and do not withdraw them
before a supplemental indenture relating to the amendments is
executed.  To the extent iStar Financial Inc. receives the
requisite consents, we expect to enter into a supplemental
indenture giving effect to the proposed amendments on the consent
date.  However, the amendments will not become operative until
iStar Financial accepts and consummates the exchange of all notes
validly tendered.  If the amendments with regard to the TriNet
Notes become operative, they will be effective as of the date the
supplemental indenture was executed.

Holders who tender TriNet Notes will be able to withdraw them
until the supplemental indenture relating to the TriNet Notes is
executed.  If we do not receive notes and related consents from a
majority in aggregate principal amount of TriNet Notes, but
nonetheless decide to accept the notes of that issue that have
been tendered, withdrawal rights with respect to the TriNet Notes
will end at the expiration time of the offer.

iStar Financial has engaged Bear, Stearns & Co Inc. to act as
dealer manager in connection with the exchange offer. Questions
regarding the exchange offer may be directed to Bear, Stearns &
Co. Inc., Global Liability Management Group, at (877) 696-BEAR
(2327) (U.S. toll-free).

Copies of the Prospectus and the Letter of Transmittal and Consent
form can be obtained from Georgeson Shareholder at 17 State
Street, 10th Floor, New York, NY 10004, by telephone at
(866) 873-6993.

                        About the Company

iStar Financial --http://www.istarfinancial.com--is the leading
publicly traded finance company focused on the commercial real
estate industry. The Company provides custom-tailored financing to
high-end private and corporate owners of real estate nationwide,
including senior and junior mortgage debt, senior and mezzanine
corporate capital, and corporate net lease financing. The Company,
which is taxed as a real estate investment trust, seeks to deliver
a strong dividend and superior risk-adjusted returns on equity to
shareholders by providing the highest quality financing solutions
to its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
iStar Financial, Inc., plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

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


JOSEPH G. ROCHE: U.S. Trustee to Meet Creditors on Feb. 18
----------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Joseph G. Roche and Genievieve M. Roche's creditors at 1:30 p.m.,
on Feb. 18, 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 Sonoma, California, Joseph G. Roche and Genevieve
M. Roche -- http://www.rochewinery.com/-- operate a winery.  The
Debtor filed for chapter 11 protection on Jan. 18, 2005 (Bankr.
N.D. Calif. Case No. 05-10082).  Christopher G. Costin, Esq., at
Beyers, Costin and Case represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $52,082,652 in total assets and $12,939,135 in total
debts.


KNIGHTHAWK INC: Arranges Up to $2,000,000 of Equity Financing
-------------------------------------------------------------
KnightHawk, Inc., entered into an agreement in principle with
Research Capital Corporation that will see Research Capital act as
the agent on a commercially reasonable best efforts basis in a
proposed offering that will raise up to $2,000,000 by way of a
Short Form Offering Document.  The offering will consist of a
maximum of 4,000,000 units at a price of $0.50 per unit.  Each
unit will consist of one common share and one common share
purchase warrant.  Each common share purchase warrant will entitle
the holder to purchase one additional common share at an exercise
price of $0.60 per common share for a period of eighteen months
from the closing date.  If the common shares close at or above
$0.75 per common share for a period of 30 consecutive trading
days, then the warrant holders must exercise their warrants during
the following 90 day period, otherwise the warrants will expire at
the end of the 90 day period.

This offering is scheduled to close in March 2005.

The agent will receive a cash commission of 8.5% and an option to
purchase units up to such number of units as is equal to 8.5% of
the aggregate number of units sold under the offering for a period
of 18 months from the closing date of the offering at a price of
$0.50 per Agent's Unit.  Each Agent's Unit will consist of 1
common share and 1 common share purchase warrant with the same
terms and conditions as the units sold to the public.  The agent
will also be paid a corporate finance fee in the amount of
$25,000.

The proceeds from the sale of the units will be used to fund major
aircraft engine overhauls, and for working capital.  Depending on
the amount that is raised, the Company may also fund some capital
improvements to the rail lines.

This proposed offering will be done pursuant to a short form
offering document in accordance with the TSX Venture Exchange's
Policy 4.6.  The offering is subject to acceptance for filing by
the TSX Venture Exchange.

KnightHawk -- http://www.knighthawk.ca/-- provides contract rail
and air cargo services, delivering freight both domestically and
transborder between Canada and the United States, on behalf of its
customers in the North American railway and air cargo express
industries.   KnightHawk's air division operates a fleet of cargo
aircraft, and during the past ten years and over 45,000 flying
hours has maintained an excellent on-time performance record, a
crucial reliability factor for its customers.

As of July 31, 2004, KnightHawk had a $1,466,000 stockholders'
deficit compared to a $5,794,000 deficit at Oct. 31, 2003.


KRISPY KREME: Has Until Mar. 25 to File October Quarterly Reports
-----------------------------------------------------------------
The six-lender consortium under Krispy Kreme Doughnuts, Inc.'s
Credit Facility have agreed to defer until March 25, 2005, the
date on which an event of default would occur by reason of the
Company's failure to deliver financial statements for the quarter
ended October 31, 2004.

In exchange for a $50,000 fee, the five Lenders:

     * Wachovia Bank, N.A.,
     * Branch Banking and Trust Company,
     * Bank of America, N.A.,
     * Royal Bank of Canada,
     * CIBC Inc., and
     * The Bank of Nova Scotia,

agree to amend the $150 million Credit Facility to:

     * impose limitations on the issuance, extension
       and renewal of new letters of credit;

     * limit additional revolving credit or swing
       loan borrowings to $59,000,000;

     * restrict the creation of guarantees for debt
       incurred by the Company's joint ventures;

     * require prompt financial reporting from
       this point forward; and

     * require delivery of 13-week cash forecasts
       to the Lenders each Tuesday.

These amendments remain effective whether or not the delinquent
financial statements are delivered.

If Krispy Kreme doesn't deliver to its lenders financial
statements for the quarter ended October 31, 2004, on or before
Mar. 25, 2005, that will trigger an event of default absent a
further waiver from the lenders.  If a default occurs, the Credit
Facility may be terminated and all amounts outstanding thereunder
would be immediately due and payable.

                  Kroll Zolfo Cooper on Board

As previously reported in the Troubled Company Reporter, Krispy
Kreme hired Kroll Zolfo Cooper LLC as its financial advisor and
interim management consultant.  Stephen F. Cooper has been named
Chief Executive Officer, replacing Scott A. Livengood, who retired
as Chairman of the Board, President and Chief Executive Officer
and had resigned as a director of the Company on Jan. 18.

The Company also named Steven G. Panagos as President and Chief
Operating Officer.  Mr. Cooper is the Chairman and Mr. Panagos is
a Managing Director of KZC.

Mr. Cooper, 58, is the Chairman of KZC, a position he assumed in
September 2002 when Kroll Inc. acquired Zolfo Cooper LLC, the
corporate recovery and advisory firm that he co-founded in 1985.
During his time at KZC and its predecessor, Zolfo Cooper, Mr.
Cooper has worked on numerous engagements, advising and assisting
clients in developing and negotiating reorganization and
restructuring plans, performing valuations, performing viability
analyses, formulating business strategies and cost reduction
programs, developing and evaluating business plans and preparing
liquidation analyses.  Mr. Cooper has most recently led a KZC team
engaged to assist Enron Corp., where he has served as Acting Chief
Executive Officer, President and Chief Restructuring Officer since
2002, in its restructuring efforts.  For periods during the past
five years, he also served in a similar capacity for Malden Mills
Industries, Inc. (Interim Chief Executive Officer), Laidlaw Inc.
(Vice Chairman and Chief Restructuring Officer) and Family Golf
Center, Inc. (Interim Chief Executive Officer).

Mr. Panagos, 43, is a Managing Director and the National Practice
Leader of KZC's domestic Corporate Advisory and Restructuring
Group.  Mr. Panagos joined Zolfo Cooper in 1988 and has more than
20 years' financial management experience.  Mr. Panagos has worked
on numerous engagements, advising and assisting clients in
developing and negotiating reorganization and restructuring plans,
performing valuations, performing viability analyses, formulating
business strategies and cost reduction programs, developing and
evaluating business plans and preparing liquidation analyses.  Mr.
Panagos has most recently led a KZC team engaged to assist The
Penn Traffic Company, where he served as Interim Chief Executive
Officer from August 2003 to April 2004 and currently serves as
Chief Restructuring Officer (a position he has held since May
2003), with its reorganization.  For periods during the past five
years, he also served in a similar capacity for Metromedia Fiber
Network Inc. (Chief Restructuring Officer) and Crown Books
Corporation (Interim Chief Executive Officer).

                       Other Management Changes

Further, James H. Morgan, who had served as director of the
Company since July 2002 and Vice Chairman since March 2004, was
elected Chairman of the Board of the Company and Robert L.
Strickland, a director since 1998, was elected Vice Chairman.

                        Goodbye, Mr. Livengood

Mr. Livengood has become a consultant to the Company on an interim
basis.  In accordance with his employment agreement, Mr. Livengood
did not receive any severance on his retirement. In accordance
with his stock option agreements, substantially all of Mr.
Livengood's unvested stock options to purchase a total of 330,125
shares became 100% vested and they, together with his previously
vested options to purchase a total of 1,380,129 shares, will
remain exercisable, subject to the provisions of the option plans
and agreements, for the remainder of their terms.  Concurrently
with his retirement, Mr. Livengood entered into a Consulting
Agreement, dated January 18, 2005, with the Company.  The
Consulting Agreement has a term of six months and will be
extended for an additional six months unless either party elects
not to extend.  During the term of the Consulting Agreement, Mr.
Livengood will receive compensation of $45,833.34 per month
(equivalent to Mr. Livengood's monthly base salary prior to his
retirement) and the Company will provide continued medical
coverage for him and his dependents as well as the cost of certain
physical examinations.  He will receive certain support services
and reimbursement of expenses to the extent reasonably necessary
to provide the consulting services requested by the Company.  He
will also receive a personal computer and certain other office
equipment.  The Company will reimburse Mr. Livengood for his
attorney's fees in connection with negotiating the Consulting
Agreement.

Founded in 1937 in Winton-Salem, North Carolina, Krispy Kreme is a
leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates 435 stores (comprised of 399 factory
stores and 36 satellites) in 45 U.S. states, Australia, Canada,
Mexico and the United Kingdom.  Krispy Kreme can be found on the
World Wide Web at http://www.krispykreme.com/


LB COMMERCIAL: Fitch Affirms $9.1MM 1995-C2 Multi-Class Certs.
--------------------------------------------------------------
LB Commercial Conduit Mortgage Trust's, multiclass pass-through
certificates, series 1995-C2 (LB 1995-C2), are upgraded by Fitch
Ratings:

     -- $24.7 million class E to 'AA' from 'A'.

Fitch also affirms these classes:

     -- Interest-only class IO at 'AAA';
     -- $5.8 million class D at 'AAA';
     -- $9.1 million class F at 'B+'.

Fitch does not rate the $9.1 million class G certificates.

The upgrade to class E reflects increased credit enhancement from
loans payoffs and amortization since issuance.  As of the December
2004 distribution date, the pool's aggregate principal balance has
been reduced by 80% to $48.7 million from $259.9 million at
issuance.

The pool has become more concentrated by loan size and property
type, with the top five loans representing 67% of the pool and
hotels representing 85%.  Four loans (37%) are currently in
special servicing including three real estate owned -- REO 35%.
The largest two REO loans (30%) are secured by full-service hotels
in Fort Worth, Texas; the properties are currently under contract.
The other REO loan (6%) is secured by an anchored retail property
in Millville, New Jersey.  Losses are expected on all three loans;
however, they are expected to be absorbed by the nonrated class G
at this time.


LEPPLA MOVING: List of its 20 Largest Unsecured Creditors
---------------------------------------------------------
Leppla Moving & Storage, Inc., released a list of its 20 Largest
Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Paul Hanson Insurance Services              $44,633
Attn: Shannon Horvath
1827 Clay St.
Napa, CA 94559

Wells Fargo                                 $28,091
MAC T5601-012
P.O. Box 659700
San Antonio, TX 78286

Bank One                                    $10,208
Cardmember Services
P.O. Box 9001950
Louisville, KY 40290

Canyon State                                 $6,946

Comdata Network                              $2,101

Citicapital                                  $1,872

D&B RMS                                      $1,600

Texaco Shell                                 $1,253

Systems & Service Technologies, Inc.         $2,134

Mark McNally                                 $1,169

Beau's Crates                                  $995

Oramark                                        $868

Discount Tire Co.                              $745

Mesa Merchant Police                           $675

Mesa Tribune                                   $564

Ryan McCauley                                  $500

Office Max Credit Plan                         $491

Concentra                                      $373

Wright Express                                 $359

Arizona Bank & Trust                           $313

Headquartered in Mesa, Arizona, Leppla Moving & Storage, Inc. --
http://www.movingyourfurniture.com/-- provides moving and
warehousing services. The Company filed for chapter 11 protection
(Bankr. D. Ariz. Case No. 05-00823) on January 19, 2005.  J. Kent
Mackinlay, Esq., at Warnock, Mackinlay & Associates, PLLC,
represents the Company in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


LUXFER HOLDINGS: Moody's Junks Senior Unsecured Debts
-----------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
Luxfer Holdings Plc to Caa1 from B3 and placed all ratings under
review for further possible downgrade.

Affected ratings are:

   * Senior implied rating downgraded from B3 to Caa1

   * Senior unsecured issuer rating from Caa1 to Caa2

   * GBP 160.0 million 10.125% senior notes due 2009 lowered from
     Caa1 to Caa2 (outstanding principal reduced to approximately
     GBP 131.4 million as of 30 September 2004)

The downgrade reflects:

   (i) Luxfer Holdings' weak cash generation and liquidity
       profile, with very limited flexibility to absorb potential
       future negative credit events,

  (ii) Luxfer's highly challenging operating environment and
       limited scope for operating performance improvements as
       profitability is likely to continue to be adversely
       impacted by the unfavourable US$/GBP exchange rate,
       increasing competition from the Chinese producers and
       softening products demand in some specific end-user
       markets, and

(iii) Moody's growing concerns as to Luxfer's ability to grow
       cash flows and meet its operating and financial obligations
       over the near-term.

During the first nine months of 2004, Luxfer Holdings continued to
face difficult trading conditions as the Company's performance was
negatively affected by:

   (i) a weakening US$/GBP exchange rate,

  (ii) lower-than-expected sales of gas cylinders to the beverage
       and fire extinguisher markets and zirconium chemical
       products to the paper industry,

(iii) rising raw material prices, especially aluminium, magnesium
       and chemical inputs, and

  (iv) significant pricing pressure from Chinese producers in more
       commodity-like zirconium-based products.

Although Moody's recognizes for the first nine months of 2004:

   (i) Luxfer Holdings' higher sales volumes in the gas cylinders
       division, especially sustained by a recovery in the US
       medical market,

  (ii) an improved product mix in the Elektron division, following
       the introduction of the new G4 zirconium catalyst products
       and a strong performance in the magnesium business, and

(iii) encouraging margin improvements, mainly reflecting the
       benefits of its cost restructuring initiatives, Luxfer's
       operating profitability remains weak with GBP 21.2 million
       adjusted EBITDA reported for the last twelve months to
       September 2004 compared to GBP 18.8 million for full year
       2003.

Moody's expects also the Company's EBITDA for full year 2004 to be
mainly in line with prior year level after adjusting 2003 reported
EBITDA for GBP 2.0 million costs related to the launch of the new
G4 zirconium products.

The downgrade also reflects Luxfer Holdings' weak cash generation
and the resulting tight liquidity position.  Luxfer has absorbed
cash since the beginning of financial year 2003 and reported
negative GBP 6.0 million free cash flow for the first nine months
of 2004, despite GBP 4.3 million cash inflow from assets
disposals, reflecting limited cash contribution from operating
activities, increasing working capital requirements and material
cash interest costs in the magnitude of approximately GBP 13-14
million per year.

At the end of September 2004, Luxfer Holdings reported GBP 5.5
million cash on balance sheet, cash and cash equivalents amounted
to GBP 9.9 million as of 31 December 2003 and GBP 16.8 million as
of 31 December 2002, with approximately GBP 2.0 million
utilisation under its revolving credit facility.  Moody's expects
the Company's very modest liquidity cushion to be further reduced
at the end of financial year 2004 with limited flexibility left to
the company to absorb further potential negative credit events.

Importantly, Moody's notes that Luxfer Holdings relies for its on-
going financing requirements solely on the continuing availability
of its twelve-month GBP 30.0 million revolving credit facility,
providing GBP 20.0 million short-term borrowings with the rest
available for letter of credits, performance bonds and forward
foreign currency contracts.

Moody's review for further possible downgrade will focus primarily
on Luxfer Holdings' ability to successfully turn around operating
performance in light of a more favourable business environment,
potential for future increases in the company's cash flow
generation and management's funding plans.

Headquartered in Manchester, United Kingdom, Luxfer Holdings Plc
specializes in the design and manufacture of high-pressure
aluminium gas cylinders, as well as aluminium, zirconium, and
magnesium-based engineering products for use in the aerospace,
automotive, medical, and general engineering industries.  During
the first nine months of financial year 2004, Luxfer reported
consolidated revenues of GBP 174.1 million and EBITDA of
approximately GBP 17.7 million, for total debt of GBP 133.6
million (before issue costs).  Luxfer reported LTM net debt/EBITDA
of 6.0x as of 30 September 2004.


MERCER INT'L: S&P Rates Proposed $300M Senior Unsec. Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Seattle, Washington-based pulp producer Mercer
International, Inc.  At the same time, Standard & Poor's assigned
its 'B' senior unsecured debt rating to Mercer's proposed
$300 million senior unsecured notes due 2013, based on preliminary
terms and conditions.  The outlook is stable.

"The ratings on Mercer reflect its participation in the highly
cyclical, fragmented, and competitive pulp industry; limited
product diversity; vulnerability of earnings and cash flows to
changes in exchange rates and wood fiber costs; and very
aggressive debt leverage," said Standard & Poor's credit analyst
Pamela Rice.  These negatives acutely overshadow relatively modern
and efficient pulp operations and a good track record with capital
expansion projects and cost reductions.

The senior unsecured notes are not guaranteed by Mercer's
subsidiaries.  Nonetheless, the rating on the notes is the same as
the corporate credit rating, based on Standard & Poor's
expectations that the amount of priority liabilities ranking ahead
of senior unsecured lenders will not place noteholders at a
material disadvantage in the event of bankruptcy.

Proceeds from the proposed note offering, combined with about
$140 million of equity, will be used to fund Mercer's $210 million
acquisition of Stone Venepal (Celgar) Pulp, Inc., to repay debt of
the company's subsidiary, Zellstoff-und Papierfabrik Rosenthal
GmbH & Co. KG, for general corporate purposes, and to pay
transaction fees.  Total debt outstanding upon closing at Mercer
and its restricted subsidiaries will be $382.5 million.

Mercer is a holding company that is organized as a publicly traded
business trust.  Its Rosenthal subsidiary, located in eastern
Germany, is engaged in northern bleached softwood kraft (NBSK)
pulp manufacturing with an estimated 310,000 air-dried metric tons
-- ADMTs -- of annual capacity.  The Celgar mill, located in
British Columbia, has operated in bankruptcy since 1998, and has
about 430,000 ADMTs of annual NBSK pulp capacity.  These two
subsidiaries will be governed by the terms of the $300 million
note indenture.  Pro forma sales for Mercer and its restricted
subsidiaries in 2004 were about $400 million.

Mercer operates other companies not governed by the terms of the
unsecured note indenture, including Zellstoff Stendal GmbH, a new
German pulp mill that is 63.6% owned by Mercer, and two small
wholly owned German paper mills.  These unrestricted subsidiaries
are financed individually with debt that is nonrecourse to, and
with no cross default provisions against, Mercer.  In addition,
80% of Stendal's debt is guaranteed by the German government.
Stendal is currently in a start-up phase and is not expected to
pay material dividends to Mercer for several years.  As such,
Standard & Poor's based its assessment of the company's credit
risk on the business and financial profiles of Mercer and the
restricted group only.


MERRILL LYNCH: Fitch Affirms 'B-' Rating on $9.8MM 1995-C2 Certs.
-----------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s - MLMI -- commercial
pass-through certificates, series 1995-C2, are upgraded by Fitch
Ratings:

     -- $12.1 million class D to 'AAA' from 'AA+'.

Fitch also affirms these classes:

     -- $14.2 million class A-1 'AAA';
     -- $3.8 million class A-2 'AAA';
     -- Interest only class IO 'AAA';
     -- $10.1 million class B to 'AAA';
     -- $12.1 million class C to 'AAA';
     -- $9.6 million class E to 'BBB+';
     -- $9.8 million class F 'B-'.

Fitch does not rate the $2.1 million class G certificates.

The rating upgrade is a result of continued overall pool
performance and additional credit enhancement provided by loan
payoff and amortization.  As of the February 2004 remittance
report, the pool balance has paid down 92% to $73.9 million from
$962.4 million at issuance.

The certificates are collateralized by a pool of seasoned
mortgages.  The transaction's pay structure is modified pro rata,
by which each class of certificates receives payments of principal
and interest in the same percent as their proportion of the pool,
with the exception of class G, which does not receive principal
payments.  Unscheduled payments are made to the most senior
certificates, and losses are allocated to the least senior class,
currently class G.  Each class must maintain a target credit
support level of a certain percent specified in the transaction's
documents and determined by date.

Since the last review, the transaction has experienced $24.3
million in losses.  Due to these losses, the credit enhancement
level for class F has dropped below the target level of 3%.  It is
likely that this class will receive only interest payments until
the required subordination levels are once again met.

There are currently no specially serviced loans in the pool.


MIDLAND REALTY: Fitch Upgrades $12.8 MM 1996-C2 Mortgage Certs.
---------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C2:

     -- $15.4 million class F to 'AAA' from 'A+';
     -- $12.8 million class G to 'AA' from 'BBB';
     -- $5.1 million class H to 'A' from 'BBB-';
     --$12.8 million class J to 'BB+' from 'BB';

In addition, Fitch affirms these classes:

     -- $53.2 million class A-2 'AAA';
     -- Interest-only class A-EC 'AAA';
     -- $30.7 million class B 'AAA';
     -- $28.2 million class C 'AAA';
     -- $23.0 million class D 'AAA';
     -- $7.7 million class E 'AAA';
     -- $7.7 million class K 'B'.

Fitch does not rate the $10.8 million class L-1 or the interest-
only class L-2 certificates.  The class A-1 certificates have paid
in full.

The ratings upgrades are due to the increase in subordination
levels resulting from loan payoffs and amortization.  As of the
December 2004 distribution date, the pool has paid down 59.5% to
$207.4 million from $512.1 million at issuance.  In addition, the
pool has paid down 21.5% since Fitch's September 2004 review.

Seven loans (4%) are currently in special servicing: six loans
(3.1%) that are current and one loan (0.9%) that is 90+ days
delinquent. The largest specially serviced loan (1.1%) is secured
by a two building, 23,153 square foot - sf -- retail/office
complex located in Dillon, Colorado.  While the loan remains
current, Fitch is concerned as the occupancy was just 21% as of
December 2004, with all four remaining leases rolling within the
next six months.  The 90+ day delinquent loan is secured by a
multifamily property located in Euless, Texas.  Foreclosure is
expected during the first quarter 2005; however, a loss is not
anticipated as a recent appraisal valued the property higher than
the current debt.  The other specially serviced loans (1.9%) are
secured by five Frank's Nursery & Crafts stores located in
Michigan, Minnesota, and New Jersey, which are cross-
collateralized and cross-defaulted.  Four of the five properties
are under contract for sale and the fifth is currently being
marketed.  Minimal losses, if any, are expected on these five
loans.


MIRANT CORP: Liquidation Analysis Under Joint Chapter 11 Plan
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates have evaluated
numerous alternatives to their Plan, including, without
limitation, the sale of the Debtors as a going concern, either as
an entirety or on limited bases and the liquidation of the
Debtors.  After studying these alternatives, the Debtors have
concluded that the Plan is the best alternative and will maximize
recoveries of holders of Claims and Equity Interests.

                 Reorganization Beats Liquidation

If no plan of reorganization can be confirmed, M. Michele Burns,
Executive Vice President, Chief Financial Officer and Chief
Restructuring Officer of Mirant Corporation, says, the Debtors'
Chapter 11 Cases may be converted to cases under chapter 7, in
which event a trustee would be elected or appointed to liquidate
the properties and interests in property of the Debtors for
distribution to their creditors in accordance with the priorities
established by the Bankruptcy Code.  The Debtors believe that
liquidation under chapter 7 would result in smaller distributions
being made to creditors than those provided for under the Plan
because of:

   (1) the increased costs and expenses of a liquidation under
       chapter 7 arising from fees payable to a trustee for
       bankruptcy and professional advisors to that trustee;

   (2) the erosion in value of assets in the context of the
       expeditious liquidation required under chapter 7 and the
       "forced sale" environment in which a liquidation would
       likely occur;

   (3) the adverse effects on the salability of business segments
       as a result of the likely departure of key employees and
       the loss of customers; and

   (4) the substantial increases in claims which would have to be
       satisfied on a priority basis or on parity with creditors
       in the Chapter 11 Cases.

Accordingly, the Debtors have determined that confirmation of
their Plan will provide each holder of a Claim or Equity Interest
with a greater recovery than it would receive pursuant to
liquidation of the Debtors under chapter 7.

If the Plan is not confirmed, Ms. Burns points out that any other
party-in-interest could undertake to formulate a different plan of
reorganization.  "Such a plan of reorganization might involve
either a reorganization and continuation of the business of the
Debtors, the sale of the Debtors as a going concern or an orderly
liquidation of the properties and interests in property of the
Debtors," Ms. Burns says.  With respect to an alternative plan of
reorganization, the Debtors have examined various other
alternatives in connection with the process involved in the
formulation and development of the Plan.

The Debtors believe that the current Plan enables holders of
Claims and Equity Interests to realize the best recoveries under
the present circumstances.

In a liquidation of the Debtors under chapter 11, the properties
and interests in property would be sold in a more orderly fashion
and over a more extended period of time than in a liquidation
under chapter 7, probably resulting in marginally greater
recoveries.  Further, if a trustee were not appointed, since one
is not required in a chapter 11 case, the expenses for
professional fees would most likely be lower than in a chapter 7
case.  However, although preferable to a chapter 7 liquidation,
the Debtors believe that a liquidation under chapter 11 for the
Debtors is a much less attractive alternative to holders of Claims
and Equity Interests than the Plan because the recovery realized
by holders of Claims and Equity Interests under the Plan is likely
to be greater than the recovery under a chapter 11 liquidation.

The Debtors believe that the Plan is in the best interest of all
holders of Claims and Equity Interests, and urge all holders of
impaired Claims and Equity Interests to vote to accept the Plan.

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)


MOHEGAN TRIBAL: Completes Acquisition of Pocono Downs Racetrack
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority, operator of Mohegan Sun, has
completed its acquisition of the entities owning Pocono Downs, a
standardbred harness racing facility located on 400 acres in
Wilkes-Barre, Pennsylvania as well as five Pennsylvania off-track
wagering (OTW) operations located in Carbondale, East Stroudsburg,
Erie, Hazleton and Lehigh Valley (Allentown).  The Lehigh Valley
(Allentown) OTW is a 28,000 square-foot facility and is the
largest OTW in the state of Pennsylvania.

"This acquisition is a significant milestone for the Mohegan Tribe
in its quest to diversify outside the reservation and provide
long-term economic growth for future generations.  We look forward
to working hand in hand with the local community and the
Commonwealth of Pennsylvania to build a successful operation
beneficial to all parties involved," said Mark F. Brown, Chairman
of the Authority's Management Board.

With the closing of the transaction, the Authority, through the
Pocono Downs entities, has the right to apply for a Category One
slot machine license under Pennsylvania's gaming law which
application, if approved, would initially permit the installation
and operation of up to 3,000 slot machines at Pocono Downs.  Upon
receipt of a gaming license, the Authority plans to develop a new
slot machine facility at the Pocono Downs site, which it
anticipates will open in fiscal year 2006.  The new facility will
also include restaurants, lounges and a small entertainment venue.
The Authority anticipates that it will spend up to $175 million on
the construction, furnishing and equipping of the new facility, in
addition to paying a one-time $50 million fee to the Commonwealth
of Pennsylvania upon receipt of a gaming license.

"We are extremely excited about entering the Pennsylvania market
during this time of great gaming opportunity in the state," said
William J. Velardo, Chief Executive Officer of the Authority.  "We
are also looking forward to working with the outstanding long-term
employees of Pocono Downs."

The Authority paid approximately $280 million for the Pocono Downs
entities before certain closing adjustments and other costs.  The
purchase price was funded through a draw on the Authority's
recently amended bank credit facility.  In accordance with the
terms of the acquisition agreement, the Authority has retained
certain post-closing termination rights in the event of certain
materially adverse legislative or regulatory events.

SG Americas Securities, LLC served as advisor to the Authority in
connection with the acquisition.

              About the Authority and Mohegan Sun

The Authority is an instrumentality of the Mohegan Tribe of
Indians of Connecticut a federally recognized Indian tribe with an
approximately 405-acre reservation situated in southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive power to conduct and regulate
gaming activities on the existing reservation of the Tribe, and
the non-exclusive authority to conduct such activities elsewhere,
including the operation of Mohegan Sun, a gaming and entertainment
complex that is situated on a 240-acre site on the Tribe's
reservation.  The Tribe's gaming operation is one of only two
legally authorized gaming operations in New England offering
traditional slot machines and table games.  Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 350-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel.  More information about Mohegan Sun and the
Authority can be obtained by visiting http://www.mohegansun.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services lowered its ratings on Mohegan
Tribal Gaming Authority -- MTGA, the entity formed to own and
operate the Mohegan Sun casino, including its issuer credit rating
to 'BB' from 'BB+'.

At the same time, all ratings on MTGA were removed from
CreditWatch where they were placed on October 15, 2004.  The
outlook is stable.  As of June 30, 2004, pro forma for the July
2004 offering of $225 million senior sub notes, total debt
outstanding was approximately $1.2 billion, including
approximately $115 million of tax-exempt off-balance sheet Tribal
debt.

The downgrade follows the company's announcement on Oct. 15, 2004,
that it entered into a definitive agreement to acquire Pocono
Downs racetrack from Penn National Gaming for $280 million.  MTGA
anticipates spending up to $225 million to purchase the gaming
license and build-out the racetrack for the planned installation
of up to 3,000 slot machines at the facility.  The deal is subject
to customer approvals and is expected to close by the end of 2004.
"Given increased spending expected over the next couple of years,
MTGA's leverage is expected to rise to level that is weak for the
previous ratings," said Standard & Poor's credit analyst Peggy
Hwan.  While leverage had increased to this level in the past as
the company completed the phase II expansion of Mohegan Sun,
ratings were held at the time because it was expected that free
cash flow would be used to reduce debt, and that over time,
leverage would be maintained at a level more in line with the
previous ratings.  It is now Standard & Poor's expectation that
MTGA will continue to pursue opportunities beyond its core market.
"Given our analysis of MTGA's current business profile, debt
leverage is commensurate with the new ratings," added Ms. Hwan.


NATIONAL ENERGY: Liquidation Analysis Under Plan of Liquidation
---------------------------------------------------------------
To confirm the Plan of Liquidation for NEGT Energy Trading
Holdings Corporation and its debtor-affiliates, the Bankruptcy
Court must determine that the Plan is in the best interests of all
individual dissenting creditors in each impaired class.  The "best
interests" test requires that the Plan provide each holder with a
recovery having a value at least equal to the value of the
distribution each holder would receive if the Debtors were
liquidated under chapter 7 of the Bankruptcy Code.  This test is
based on liquidation values, Steven Wilamowsky, Esq., at Willkie
Farr & Gallagher LLP, in New York, says.

Mr. Wilamowsky notes that the ET Debtors have liquidated, or are
in the process of liquidating, substantially all of their assets.
"If these cases were to be converted to Chapter 7 cases, the
Debtors' estates would incur the costs of payment of a
statutorily allowed commission to the Chapter 7 trustee, as well
as the costs of counsel and other professionals retained by the
trustee."  The ET Debtors believe that amount would exceed the
amount of expenses that will be incurred in implementing the Plan
and winding up their affairs. "The estates would also be
obligated to pay all unpaid expenses incurred by the Debtors
during these cases (such as compensation for professionals) which
are allowed in the Chapter 7 cases," Mr. Wilamowsky adds.
Furthermore, Mr. Wilamowsky continues, there would be no
certainty that the settlements under the Plan would be received.
Accordingly, the ET Debtors believe that holders of Allowed
Claims would receive substantially less than anticipated under
the Plan if the Chapter 11 Cases were converted to Chapter 7
cases.

                      Feasibility Requirement

Under Section 1129(a)(11) of the Bankruptcy Code, the ET Debtors
must show that confirmation of the Plan is not likely to be
followed by the liquidation, or the need for further financial
reorganization, of the Debtors or any successor to the Debtors --
unless that liquidation or reorganization is proposed in the
Plan.  Mr. Wilamowsky points out that the Plan complies with this
requirement because all of the Debtors' remaining assets will be
distributed to creditors pursuant to the terms of the Plan and,
provided the Plan is confirmed and consummated, the estates will
no longer exist to be subject to future reorganization or
liquidation.

                     Alternatives to the Plan

The ET Debtors believe that the Plan is the best alternative
available to their creditors, providing those creditors with the
earliest and greatest possible values that can be realized on
their Claims.  The alternatives to confirmation are:

    (i) confirmation of an alternative plan or plans of
        liquidation; or

   (ii) liquidation of the ET Debtors' assets under Chapter 7 of
        the Bankruptcy Code.

Mr. Wilamowsky asserts that the ET Debtors structured the current
Plan to maximize values.  Any alternative plan likely would
result in reduced distributions to certain creditors.  In
addition, due to the time required to negotiate, draft and obtain
approval of an alternative plan, alternatives to the Plan would
lead to delayed distributions to creditors.

Moreover, the ET Debtors believe that the value of distributions
under the Plan will equal or exceed the value of distributions
that would be available after their liquidation under Chapter 7
of the Bankruptcy Code.  "A liquidation under Chapter 7 would
require the Bankruptcy Court to appoint a trustee to conduct the
liquidation of the Debtors.  Such a trustee would have limited
historical experience or knowledge of these Chapter 11 cases or
of the Debtors' records, assets or businesses.  The fees charged
by a Chapter 7 trustee and any professionals hired by the Chapter
7 trustee could impose substantial administrative costs on the
Debtors' estates that would not be incurred under
the Plan.  Further, there is no assurance as to when
distributions would occur in a chapter 7 liquidation."

Thus, the ET Debtors believe that confirmation of the Plan is
preferable to the alternatives because the Plan should maximize
value, ensure an expeditious resolution of their chapter 11 cases
and provide for equitable distributions to their creditors.

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)


NEWS CORP: Moody's Affirms Ba1 Ratings on Trust Preferred Shares
----------------------------------------------------------------
Moody's Investors Service confirmed News Corporation's debt
ratings of Baa3 senior unsecured.  The rating outlook was changed
to positive.  This rating action concludes the review initiated on
April 26, 2004.

The ratings that were confirmed include:

   -- News America Incorporated:

      * Baa3 senior unsecured

   -- News Corporation Finance Trust II:

      * Baa3 senior unsecured

   -- News Corp Overseas Limited:

      * Ba1 trust preferred shares

   -- News Corporation Exchange Trust:

      * Ba1 trust preferred shares

The confirmation reflects Moody's belief that News Corp. will
pursue negotiations with Liberty Media Corporation in the near-
term to reduce Liberty Media's approximately 18% voting stake in
News Corp. and this stake is currently worth around $9 billion.

This belief is supported by public comments by News Corp.
executives stating that the company would entertain some sort of a
Liberty transaction such as a stock buyback, an asset-for-stock
swap, or some other action to relieve the Liberty overhang that
could materially affect its balance sheet.

Concluding the review for upgrade with a rating confirmation
reflects the increased event risk associated with the range of
actions open to News Corp.  Moody's believes that both companies
have an incentive to reach an amicable solution, so we do not
anticipate a radical solution to this issue that would change News
Corp.'s credit profile enough to lower the company's Baa3 debt
rating.

The Baa3 senior unsecured debt rating of News Corp. and its
subsidiaries is based on its position as one of the world's
leading diversified media enterprises.  Its diversity is both
geographic and by business line, and helps to offset the variable
performance of its individual business units.  It also reflects
Moody's expectation for continued prudent financial management as
the media giant seeks to broaden its presence in both the content
and distribution businesses.

Aside from the uncertainty surrounding a potential transaction
with Liberty Media, the ratings and outlook reflect moderating
acquisition driven event risk relative to past history, as Moody's
expects the Company to pursue less aggressive acquisition
strategies going forward, and focuses on organic growth and
strategic ventures.  Moody's expects this strategic shift to
continue in the intermediate term.

The positive outlook reflects News Corp.'s solidly positioned
franchises in various global markets.  Strong free cash flow
generation from its media & entertainment units, supplemented by
large cash balances leaves News Corp. with exceptional financial
flexibility and liquidity for the Baa3 rating category, and
mitigates potential negative credit impact that may occur
regarding actions that may be taken to reach a solution with
Liberty.

News Corp.'s current financial flexibility and metrics still
support a review for upgrade, and if much of the financial
strength can be maintained while fulfilling the company's
objectives with Liberty, an upgrade again will be considered.

The News Corporation, with its headquarters in the United States,
is one of the world's largest media companies and has operations
in the production and distribution of motion picture and
television programming, television, satellite and cable
broadcasting, the publication of newspapers, magazines, books and
promotional free-standing inserts, the development of digital
broadcasting, conditional access and subscription management
systems; and the creation and distribution of popular on-line
programming.


NOVA CHEMICALS: Moody's Revises Outlook on Low-B Ratings to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 senior unsecured
ratings of NOVA Chemicals Corporation, and revised its ratings
outlook to stable from negative.

Moody's also changed the company's speculative grade liquidity
rating to SGL-1 from SGL-2.  The outlook revision was prompted by
NOVA's announcement that it expects to receive a cash payment of
approximately $110 million stemming from its resolution of a tax
dispute with U.S. Internal Revenue Service.  This is in addition
to the $80 million received in the fourth quarter of 2004 from the
sale of its ethane gathering system.  The ratings affirmations
reflects Moody's view that the combination of the cyclical upturn
in petrochemicals, and these one-time cash inflows, will enable
the company to maintain a robust cash balance despite anticipated
share repurchases and the pending maturity of $100 million of
debentures in September 2005.

In July 2004, Moody's changed its rating outlook for NOVA to
negative reflecting concerns over the company's plan to undertake
a share repurchase program that is currently anticipated to cost
over $300 million.  The company spent $72 million in share
repurchases in the September 2004 quarter.

The stable outlook reflects Moody's expectation that NOVA will
generate 2005 free cash flow (cash from operations less capital
expenditures/turnaround costs) in excess of $250 million.  This
will be sufficient to redeem the $100 million debentures and
complete the remaining share repurchases while maintaining a cash
balance that exceeds $150 million.  There is limited downward
pressure on the ratings due to the upturn in the petrochemicals
cycle.  However, the ratings outlook could be revised to negative
if the outlook for ethylene and styrene profitability deteriorates
significantly and the company initiates another 10% share
repurchase in July.  At the current time, Moody's believes that
any upside to the current ratings is limited due to the volatile
nature of the commodity petrochemicals margins.  Only the
combination of a permanent change in targeted debt levels combined
with changes to the structure of its credit agreements could put
positive pressure on the ratings.

Ratings affirmed:

   * Senior unsecured notes and debentures, due from 2005 through
     2028 - Ba2

   * Senior Implied - Ba2

   * Issuer Rating - Ba2

Ratings upgraded:

   * Speculative Grade Liquidity Rating - SGL-1 from SGL-2

The ratings affirmation reflects the improving year-on-year olefin
and polyolefin margins, the anticipation of improved profitability
in styrene over the next 12 months, and the expected improvement
in financial metrics to levels that are well above those
consistent with the current rating.

However, due to the volatile nature of feedstock and commodity
petrochemical and plastics pricing, profitability and free cash
flow may not increase sequentially.  Changes in co-product pricing
or the failure to fully implement announced price increases could
cause actual results to differ materially from Moody's current
projections.  NOVA's current credit metrics remain weak but have
recovered from trough levels, with debt, adjusted for preferred
securities and securitized receivables, to EBITDA of 3.7 times for
the LTM ended September 30, 2004.

With over 9 billion pounds of ethylene and styrene capacity and
over 7 billion pounds of polyethylene and polystyrene capacity,
NOVA has substantial leverage to the upcycle in commodity
petrochemicals and plastics.  Currently we expect total debt to
EBITDA to decline to below 2.5 times and EBITDA to interest
coverage to rise above 8 times by year-end 2005.

NOVA's SGL-1 rating reflects its sizeable cash balance, which
stood at $233 million as of September 30, 2004.  Moody's
anticipates that the company's year-end cash balance has increased
as positive free cash flow and proceeds from the Alberta Ethane
Gathering System sale should offset share repurchase activity.  As
previously stated, Moody's anticipates that NOVA will generate
free cash flow of well over $250 million in 2005.  This free cash
flow combined with proceeds from the tax refund should allow the
company to easily address $100 million of maturing debentures as
well as remaining share repurchase activity.

The company's liquidity is supported by its $300 million revolving
credit facility expiring April 1, 2007, and a $250 million
accounts receivable facility also maturing April 1, 2007.
Availability under the credit facility was $247 million as of
Sept. 30, 2004 (after consideration of $53 million letters of
credit).  Moody's does not anticipate that the company will need
to draw under the credit facility for the next twelve months given
its significant cash balance.  Outstandings under the accounts
receivable facility were $226 million at September 30, 2004, and
are expected to rise to $250 million in 2005 as volumes and prices
continue to increase.  Additionally, Moody's anticipates that the
company will easily remain in full compliance with the financial
covenants governing these facilities over the same period.

Headquartered in Calgary, Canada, NOVA Chemicals Corporation is a
leading producer of ethylene, polyethylene, styrene, polystyrene
and expanded polystyrene.  NOVA reported revenues of $4.78 billion
for the LTM ended September 30, 2004.


PEABODY ENERGY: Declares $0.15 per Share Quarterly Dividend
-----------------------------------------------------------
The board of directors of Peabody Energy declared a regular
quarterly dividend on its common stock of $0.15 per share.
The dividend is payable on March 1, 2005, to holders of record on
Feb. 8, 2005.

Moody's Rating Services and Standard & Poor's assigned their low-B
ratings to Peabody Energy's 6-7/8% Senior Notes in March 2003.

                        About the Company

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company. Its coal products fuel more than 10 percent of all
U.S. electricity and more than 2.5 percent of worldwide
electricity.


PLYMOUTH RUBBER: Negotiating Sale & Leaseback Financing Deal
------------------------------------------------------------
Plymouth Rubber Company, Inc. (Amex: PLR.A, PLR.B) is negotiating
with real estate development firms and various financing sources,
including its current lenders, for an overall refinancing
involving the sale and leaseback of the Company's real estate in
Canton, comprising approximately 40 acres of land and buildings.
The transaction would require the execution of definitive purchase
and sale and lease agreements, and would be subject to the receipt
of a satisfactory environmental report and other conditions.  If
negotiations are successfully completed, and definitive agreements
are executed before the end of February, the Company anticipates
that a closing could take place before the end of the second
quarter of 2005.

                     Terminates SEC Reporting

The Company has filed with the Securities and Exchange Commission
certifications terminating the Company's obligations to file
periodic and current reports under the Securities Exchange Act of
1934.  Maurice J. Hamilburg, the Company's President and Co-CEO,
stated: "The Company's Board of Directors concluded that the
substantial costs associated with remaining a public company,
particularly those associated with implementing recent Sarbanes-
Oxley directives, overwhelmingly outweigh the benefits to Plymouth
of having its shares trade in the public markets."

                        About the Company

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films. The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers. Through
its Brite-Line Technologies subsidiary, Plymouth manufactures and
supplies highway marking products.

At Aug. 27, 2004, Plymouth Rubber's balance sheet showed a
$377,000 stockholders' deficit, compared to a $612,000 of positive
equity at Nov. 28, 2003.

                          *     *     *

                       Going Concern Doubt

Plymouth Rubber's Audit Committee previously dismissed
PricewaterhouseCoopers LLP as its independent registered public
accounting firm.

The reports of PricewaterhouseCoopers LLP on the financial
statements of the Company for the two most recent fiscal years
ended Nov. 28, 2003, and Nov. 29, 2002, contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
However, the reports included an explanatory paragraph wherein PwC
expressed substantial doubt about the Company's ability to
continue as a going concern.

The Company's audit committee approved the engagement of Vitale,
Caturano & Company, Ltd. as the Company's new independent
registered public accounting firm as of Oct. 14, 2004.  During the
Company's two most recent fiscal years and through Oct. 14, 2004,
the Company has not consulted with Vitale, Caturano & Company,
Ltd. regarding any matters or reportable events described in Items
304(a)(2)(i) and (ii) of Regulation S-K.


POGO PRODUCING: Moody's Revises Ratings Outlook to Developing
-------------------------------------------------------------
Moody's affirmed Pogo Producing Company's Ba1 senior implied and
Ba3 senior subordinated note ratings upon its announced series of
asset sales, stock buybacks, curtailed development capital
spending, debt refinancings, and cash repatriations announced
today.

The rating outlook is moved to developing from stable, pending the
timing, sequence, and scale of the cash inflows and outflows of
the announced program and the resulting impact on the operating
and financial profile.

In the developing outlook, there is no potential for an upgrade on
the current business.  There is a reasonable possibility for a
ratings confirmation and stable outlook if Pogo Producing fully
executes its plan, including the important asset sale element, in
a timely fashion.  However, ratings caution and a risk of
downgrade exist if the full stock buyback program proceeds without
an asset sale program.

Ratings caution is also warranted in light of Pogo Producing's
escalated reserve replacement costs, negative production trends,
and need to assess the appropriateness of the ratings relative to
the nature of Pogo's acquisition activity, acquisition funding
activity, its smaller pro-forma scale, and its operating
performance as 2005 progresses.

During the course of 2005, Pogo Producing will pursue:

   1. A shrink-to-grow plan involving the possible sale of its
      Gulf of Thailand reserves and holdings in Hungary by mid-
      2005.  The Gulf of Thailand properties currently generate
      approximately 30,800 boe per day, or 29% of Pogo's
      production, and hold 56.8 mmboe of proven reserves, or 19%
      of Pogo's total reserves.

   2. The immediate initiation of a program to return $275 million
      to $375 million to shareholders by repurchasing 9% to 12% of
      Pogo's common stock in the ensuing six to nine months.

   3. The curtailment of roughly $280 million in development
      capital spending deemed insufficiently economic in the face
      of surging drilling and services costs, in spite of still
      historically robust oil and gas prices.

Moody's rating action is taken against the back drop of modest
gross leverage on proven developed reserves ($3.22/PD Boe), quite
low net leverage on PD reserves, and strong cash flows before
heavy sustaining capital spending.  However, Pogo Producing also
had a very weak year with the drillbit and sequential quarter
production fell significantly.

Moody's estimates 2004 drillbit finding and development costs of
close to $18/boe.  Furthermore, a very low percentage of
production was replaced organically.  Organic production trends
are weak and should be weaker still with the full curtailment of
development capital spending.

Related to high drillbit finding and development costs plus
curtailed 2004 capital spending, Pogo fell far short of replacing
production with the drillbit.  Excluding acquisitions, reserves
declined 11.3% during the year.  Pogo Producing acquired
approximately 44.8 mmboe of proven reserves during 2004 and
reported 296.3 mmboe of year-end 2004 reserves.  Excluding the
acquired reserves, year-end 2004 reserves would have been 251.5
mmboe.

Pogo Producing's ability to retain its ratings will depend upon
the issues:

   1. To have confidence Pogo can repay bank debt drawn to fund
      stock buybacks by mid-2005 or early third quarter 2005, we
      will need visibility during the second quarter of 2005 that
      a sale of the Gulf of Thailand can be closed in that
      timeframe.

   2. Ability to control the rate of production decline.  It may
      be important for the production decline expected from the
      curtailment of capital spending to be at least partially
      offset by the return of Main Pass 61/62 production that had
      been impaired during the last hurricane season.

   3. Conducting 2005 acquisition activity with ample common
      equity funding.

Assuming Pogo Producing completed all of the above tasks, it would
hold 240 mmboe of total proven reserves, of which 84% or 196 mmboe
would be PD reserves.  Pro-forma year-end 2004 debt, assuming the
full plan was executed, would approximate $300 million.  Debt/PD
boe would be a conservative $1.50/PD Boe and balance sheet
leverage would also be conservative.

By shedding the Gulf of Thailand properties, one of Pogo's two
short-lived reserve holdings, the other being its Gulf of Mexico
properties, Pogo may improve its subsequent ability to sustain
more favorable sequential quarter production trends.

The stock buybacks would initially be funded with bank debt and
cash flow.  Pogo Producing would hope to subsequently repay all
bank borrowings with proceeds from the potential sale of its Gulf
of Thailand reserves plus a potential bond offering.

If the asset sale is to proceed, it must close during 2005 to
capitalize on the tax window for repatriating foreign investments
back to the U.S. under the American Jobs Creation Act.  Pogo hopes
to close the sale of those properties by mid-2005.

A potential complication to a sale is the fact that its operating
partner for the Gulf of Thailand properties, Chevron Corporation,
has a right of first refusal on Pogo Producing's share of the
partnership.

Pogo Producing Company is headquartered in Houston, Texas.


POLYMER RESEARCH: U.S. Trustee Wants Chap. 11 Trustee Appointed
---------------------------------------------------------------
Deirdre A. Martini, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Eastern District of New York to appoint a
Chapter 11 Trustee for the estate of Polymer Research Corp.

Ms. Martini gives four reasons why the Court should grant her
request:

   a) based on investigations on the Debtor's pre-petition books
      and records, the Debtor's officers have breach their
      fiduciary duties by making inappropriate payments to
      themselves in the weeks and months prior to the filing of
      the bankruptcy petition;

   b) the Debtor's officers are still continuing in their attempts
      to make inappropriate payments to insiders, to the detriment
      of the estate's creditors;

   c) the Debtor's motion to the Court on December 16, 2004, for
      an order to sell certain real property contains a provision
      to disburse $250,000 of the sale proceeds to an insider, and

   d) further delay in appointing a Chapter 11 Trustee will result
      in further dissipation of the Debtor's estate.

Ms. Martini believes these facts demonstrate causes to appoint a
Chapter 11 Trustee pursuant to Section 1104(a) of the Bankruptcy
Code.

The Court will convene a hearing at 10:00 a.m., on February 24,
2005, to consider Ms. Martini's motion.

Headquartered in Brooklyn, New York, Polymer Research Corp. of
America -- http://www.polymer-ny.com/-- is a company devoted to
research and development utilizing a proprietary process called
chemical grafting.  The Company filed for chapter 11 protection on
October 1, 2004 (Bankr. E.D.N.Y. Case No. 04-24036). Randy M.
Kornfeld, Esq., at Stavis & Kornfeld LLP, represents the Debtor in
its restructuring.  When the Debtor filed for protection from its
creditors, it listed $15,000,000 in total assets and $5,033,000 in
total liabilities.


PUTNAM STRUCTURED: Fitch Downgrades Two Class C-1 Notes to BB+
--------------------------------------------------------------
Fitch Ratings has taken action on seven classes of notes issued by
Putnam Structured Products CDO 2001-1 Ltd.  These rating actions
are effective immediately:

These classes are affirmed:

     -- $56,000,000 class A-1MM-a notes at 'AAA/F1+';
     -- $50,000,000 class A-1MM-b notes at 'AAA/F1+';
     -- $105,000,000 class A-1SS notes at 'AAA';
     -- $35,000,000 class A-2 notes at 'AAA';
     -- $24,000,000 class B notes at 'AA'.

These classes are downgraded:

     -- $8,337,683 class C-1 notes to 'BB+' from 'BBB';
     -- $8,337,683 class C-2 notes to 'BB+' from 'BBB'.

Putnam is a collateralized debt obligation - CDO -- managed by
Putnam Advisory Company which closed Nov. 30, 2001.  Putnam is
composed of approximately:

     -- 38% residential mortgage-backed securities -- RMBS,
     -- 18% real estate investment trusts -- REITs,
     -- 10% commercial mortgage-backed securities -- CMBS,
     -- 9% consumer asset-backed securities -- ABS,
     -- 7% CDOs, and
     -- 6% commercial ABS.

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

Since the last review, the weighted average rating of the assets
has decreased to 'BBB-' from 'BBB/BBB-'.  The class A/B
overcollateralization - OC -- and class C OC ratios have decreased
to 107.9% and 101.6%, respectively, as of the trustee report dated
Dec. 31, 2004, from 112.1% and 105.1% as of the June 30, 2003
report.  Assets rated 'BB+' or lower represented approximately
9.5% of the performing collateral.  In addition, the class C
adjusted OC ratio which adjusts the performing collateral balance
by a percentage of the assets rated 'BB+' or lower is currently at
100.1% versus its trigger of 101.0%, and subsequently on the last
three distribution dates the class C note balances have paid down
with excess interest proceeds.

The current interest rate environment has placed increased
pressure on excess spread.  Consequently, the terms of the
interest rate swap, which were negotiated at closing, have created
an excessive cash outflow on the transaction.  To offset the cash
outflow, Putnam Advisory has used a strategy that includes
purchasing short-duration, U.S. agency mortgage derivatives, such
as inverse floaters.  Currently, the inverse floaters represent 2%
of the portfolio.  The inclusion of these 'AAA' bonds has the
current effect of improving the weighted average rating factor -
WARF -- and increasing the weighted average spread, however, the
inverse floaters are very sensitive to Fitch's interest rate
scenarios.  The ratings reflect the effect of these securities and
that of the interest rate swap on cash flows utilizing various
interest rate scenarios.  As a result of this analysis, Fitch has
determined that the original ratings assigned to the class C-1 and
class C-2 notes no longer reflect the current risk to noteholders.

The rating of the class A-1MM, A-1SS, A-2, and B notes addresses
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal, by the legal final maturity date.
In addition, the rating on the class A-1MM notes addresses the
noteholders' ability to put the notes back to the put provider on
its next applicable remarketing date, which will be no later than
one year from its prior remarketing date.  The ratings of the
class C notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.

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/


RAINBOW MEDIA: S&P Lifts Corporate Credit Ratings to BB from B
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Bethpage, New York-based cable operator Cablevision Systems, Inc.,
and holding company CSC Holdings, Inc., including the 'BB'
corporate credit rating.  The ratings were simultaneously removed
from CreditWatch.  The outlook is positive.

In addition, Standard & Poor's raised its ratings on Cablevision's
Rainbow Media Enterprises, Inc., and Rainbow National Services LLC
units and removed them from CreditWatch.  The corporate credit
rating was raised to 'BB' from 'B'.

"The rating actions follow Cablevision's announcement that it has
a definitive agreement to sell its Rainbow 1 satellite to EchoStar
Communications Corp., along with ground facilities and related
assets, for $200 million," said Standard & Poor's credit analyst
Catherine Cosentino.  "Discontinuation of the VOOM satellite
business removes a major uncertainty surrounding Cablevision's
credit profile, given the high business risk and attendant
financing requirements of VOOM.  Moreover, discontinuation of the
satellite business is expected to materially improve the company's
financial profile in 2005, given the ongoing start-up losses
associated with VOOM."

Excluding the satellite losses, the Cablevision's consolidated
debt to annualized EBITDA for the three months ended
Sept. 30, 2004, totaled about 6x, versus 7x with the satellite
losses (including stock plan expense, adjusted for operating
leases and financial guarantees, and excluding nonrecurring
broadcast rights termination fees, a related liability reversal,
and collateralized indebtedness).

Ratings on Rainbow Media Enterprises and its subsidiary, Rainbow
National Services, were raised to reflect the consolidated rating
of parent Cablevision.  Rainbow Media Enterprises was created as a
vehicle to spin off the VOOM business and the American Movie
Classics -- AMC/Independent Film Channel -- IFC/WE: Women's
Entertainment -- WE -- programming assets to shareholders.
Instead of spinning off these assets, however, Cablevision has
decided to sell the VOOM business.  Because the AMC/IFC/WE assets
have considerable value, Cablevision is expected to continue to
service Rainbow Media Enterprises' debt at Rainbow National
Services.  The senior unsecured and subordinated debt ratings of
Rainbow National Services is 'B+', two notches below the 'BB'
corporate credit rating, due to the substantial secured bank debt
at Rainbow, which has priority in terms of payment in a
bankruptcy.


RELIANCE GROUP: Inks Tax Sharing Pact with Bank Committee
---------------------------------------------------------
The Official Unsecured Bank Committee and the Official Unsecured
Creditors Committee sought and obtained the U.S. Bankruptcy Court
for the Southern District of New York's authority for Reliance
Group Holdings to enter into, and perform any obligations under, a
Tax Sharing Agreement, which will aid in the confirmation of
Reliance Financial Services Corporation's Plan of Reorganization.

Andrew P. DeNatale, Esq., at White & Case, in New York City,
explains that the Committees and M. Diane Koken, the Insurance
Commissioner of the Commonwealth of Pennsylvania, as Liquidator
of Reliance Insurance Company, have been negotiating various
settlements, which set forth agreements on the allocation of
various assets between RFSC, RGH and RIC.  Under the PA
Settlement, RGH is to enter into and perform any obligations
under the Tax Sharing Agreement for the parties to realize their
assets, before the Effective Date.

Among other things, the Tax Sharing Agreement provides a
mechanism for allocating certain tax attributes among RGH, RFSC
and RIC, in accordance with the terms of the PA Settlement and
the settlement between the Committees, on behalf of RFSC's and
RGH's estates.  The Tax Sharing Agreement contractually obligates
RFSC and RIC to distribute to RGH its agreed-upon portion of any
refunds that may become available from time to time as a result
of "special estimated tax payments" made under Section 847 of the
Internal Revenue Code by or on behalf of RGH.

RGH's entry into, and performance of its obligations under, the
Tax Sharing Agreement will facilitate RGH's receipt of its
portion of the Section 847 Refunds and, thereby, increase the
value of the RGH estate.

Mr. DeNatale notes that the Court's previous approval of the PA
Settlement provided sufficient authority for RGH to enter into
the Tax Sharing Agreement.  However, out of an abundance of
caution, the Committees want the Court to specifically authorize
RGH to enter into and perform any obligations under the Tax
Sharing Agreement.

The RFSC Plan filed by the Creditors' Committee contemplates that
the Tax Sharing Agreement will have been entered into by all
parties before the Effective Date.  The Plan states that the Tax
Sharing Agreement will control in the event of a conflict between
the terms of that Agreement and the PA Settlement Agreement.

A full-text copy of the Tax Sharing Agreement is available for
free at:

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

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


RELIANCE GROUP: Court Confirms Creditors' Committee Plan for RFSC
-----------------------------------------------------------------
Section 1129(a)(1) of the Bankruptcy Code provides that a
reorganization plan must comply with the applicable provisions of
the Bankruptcy Code.  The legislative history and subsequent case
law indicate that this provision requires that a plan satisfy
Sections 1122 and 1123 of the Bankruptcy Code, which govern the
classification of claims and the contents of the plan.

On January 24, 2005, the Official Unsecured Creditors' Committee
stepped Judge Gonzalez through the 13 statutory requirements under
Section 1129(a) of the Bankruptcy Code necessary to confirm its
First Amended Plan of Reorganization for Reliance Financial
Services Corporation:

A. The Plan complies with all applicable provisions of the
   Bankruptcy Code.  As required by Rule 3016(a) of the Federal
   Rules of Bankruptcy Procedure, the Plan is dated and
   identifies the Creditors' Committee as the proponent of the
   Plan.  As a result, the Plan satisfies the requirements of
   Section 1129(a)(1).

B. The Creditors' Committee has complied with the applicable
   provisions of the Bankruptcy Code, satisfying Section
   1129(a)(2).  Specifically:

       (a) the Debtor is a proper debtor under Section 109 of the
           Bankruptcy Code;

       (b) the Creditors' Committee is a proper proponent of the
           Plan under Section 1121(c) of the Bankruptcy Code;

       (c) the Creditors' Committee has complied with all
           applicable provisions of the Bankruptcy Code, except
           as permitted by the Court; and

       (d) the Creditors' Committee has complied with the
           applicable provisions of the Bankruptcy Code, the
           Federal Rules of Bankruptcy Procedure and the
           Disclosure Statement Order in transmitting the
           Solicitation Materials and soliciting and tabulating
           votes on the Plan.

C. The Plan is the result of extensive arm's-length negotiations
   among the Creditors' Committee, the Official Unsecured Bank
   Committee and M. Diane Koken, the Insurance Commissioner of
   the Commonwealth of Pennsylvania, as Liquidator of Reliance
   Insurance Company, to reorganize RFSC and maximize the
   recovery to the Debtor's creditors.  The Creditors' Committee
   has proposed the Plan in good faith and not by any means
   forbidden by law, thereby satisfying Section 1129(a)(3).

D. Any payments for services or costs and expenses in connection
   with RFSC's Chapter 11 case, the Plan and incident to the
   Chapter 11 case, has been approved by, or is subject to
   approval of the Bankruptcy Court, thereby satisfying Section
   1129(a)(4).

E. The Creditors' Committee has disclosed the names and
   affiliations of each proposed officer and director for the
   Reorganized Debtor, and the members of the RFSC Advisory
   Committee, prior to the Confirmation Hearing.  These
   appointments are consistent with the interests of creditors
   and equity security holders, and with public policy.  There
   are no insiders that will be employed or retained by the
   Reorganized Debtor.  Thus, Section 1129(a)(5)(B) is not
   applicable to the Chapter 11 Case.

F. Section 1129(a)(6) is inapplicable to RFSC's case because the
   Plan does not contain rate changes for which a governmental
   regulatory commission has jurisdiction after confirmation.

G. The Disclosure Statement and evidence presented at the
   Confirmation Hearing, or made part of the record of the
   Bankruptcy Court's consideration of the Plan, establish that
   each Holder of a Claim or Equity Interest in an impaired Class
   either has accepted the Plan or will receive or retain under
   the Plan, for the Claim or Equity Interest, property with a
   value, as of the Effective Date, that is not less than the
   amount that it would receive if the Debtor were liquidated
   under Chapter 7 of the Bankruptcy Code.  Classes 2, 4a, 4b,
   4c, and 5 are impaired under the Plan.  Therefore, the Plan,
   satisfies the requirements of Section 1129(a)(7).

H. Classes 1 and 3 are unimpaired and are presumed to have
   accepted the Plan.  Classes 4a and 4b have voted to accept the
   Plan in accordance with Sections 1126(c) and (d).  Class 2 did
   not vote to accept the Plan.  Holders in Classes 4c and 5 are
   not entitled to receive or retain any property and are deemed
   to have rejected the Plan.  Thus, the Creditors' Committee, as
   the proponent of the Plan, requested that the Court confirm
   the Plan under Section 1129(b) because the requirements of
   Section 1129(a)(8) have not been satisfied with respect to
   Classes 2, 4c and 5.

I. The treatment of Administrative Claims under Sections 3.1, 3.2
   and 3.3 of the Plan satisfies the requirements of Section
   1129(a)(9)(A), the treatment of Classified Priority Claims
   under Section 5.1 of the Plan satisfies the requirements of
   Section 1129(a)(9)(B) and the treatment of Priority Tax Claims
   under Section 3.4 of the Plan satisfies the requirements of
   Section 1129(a)(9)(C).

J. At least one Class of Claims that is impaired under the Plan
   has voted to accept the Plan, determined without including any
   acceptance of the Plan by any "insider."  Accordingly, the
   Plan satisfies Section 1129(a)(10).

K. The Plan is determined to be feasible because confirmation of
   the Plan is not likely to be followed by the liquidation or
   the need for further financial reorganization of the
   Reorganized Debtor, satisfying Section 1129(a)(11).

L. All fees payable under 28 U.S.C. Section 1930 either have been
   paid or will be paid by the Effective Date pursuant to Section
   14.9 of the Plan.  Fees or charges assessed against RFSC's
   Estate under 28 U.S.C. Section 1930 will be paid as soon as
   practicable.  The Plan provides that, except if the Office of
   the United States Trustee agrees to a different treatment, the
   Reorganized Debtor will pay fees or charges through the entry
   of a final closing decree in this case.  Accordingly, the Plan
   satisfies Section 1129(a)(12).

M. The Debtor has no retiree benefits within the meaning of
   Sections 1114 and 1129(a)(13).  As a result, Section
   1129(a)(13) does not apply in this instance.

In accordance with Section 5.2 of the Plan, the Bank Claims are
allowed for $252,944,097.

On the Effective Date, all Litigation Claims will be assigned to
Reliance Group Holdings and managed by the Creditors' Committee or
a liquidating trustee.  RGH, or its designee, will litigate the
Litigation Claims.  If Litigation Proceeds are recovered from the
Litigation Claims or from the Directors & Officers Litigation, RGH
or its designee will pay to Reorganized RFSC the RFSC Litigation
Proceeds.  Reorganized RFSC will hold RFSC Litigation Proceeds in
trust for the benefit of the Litigation Proceeds Claimants.  The
RFSC Litigation Proceeds will not constitute property of
Reorganized RFSC.

Pursuant to Section 505(a)(1), on September 27, 2004, the Court
issued findings of fact, conclusions of law or other rulings for
the plan of reorganization proposed by the Bank Committee.  The
505 Order addressed:

  a) the ability of the RFSC Tax Group to succeed to the "special
     estimated tax payments" made by RGH pursuant to Section 847
     of the Internal Revenue Code;

  b) the liability of Reliance Insurance Company for tax imposed
     under Section 831 of the Tax Code;

  c) the inapplicability of the first sentence of Section
     847(6)(A) of the Tax Code to RIC;

  d) the absence of need to designate "special estimated tax
     payments" on a tax return for the payments to be treated as
     special estimated tax payments refundable pursuant to
     Section 847 of the Tax Code;

  e) the inapplicability of the NOL limitations of Section 382(a)
     of the Tax Code to an ownership change from the plan
     of reorganization proposed by the Bank Committee;

  f) the absence of tax avoidance as the purpose of the plan
     proposed by the Bank Committee; and

  g) the active trade or business conducted by RFSC subsequent to
     the Petition Date, within the meaning of Treasury Regulation
     Section 1.269-3(d).

Consequently, Judge Gonzalez rules that the Creditors Committee's
Plan is substantially identical to the plan of reorganization
proposed by the Bank Committee when the 505 Order was issued.  Any
differences, including changes in the Plan proponent, do not
materially alter the findings contained in the 505 Order.  The
differences between the Plan and the plan of reorganization
proposed by the Bank Committee do not adversely impact any
components of the 505 Order, as applied to the Creditors
Committee's Plan.

                      High River's Objection

Judge Gonzalez rules that High River Limited Partnership's
withdrawal of its confirmation objection after the objection
deadline rendered the objection a nullity.  Therefore, the Notice
of Reinstatement, which was filed after the objection deadline,
did not relate back to the previously filed objection.  The
equities did not support permitting High River to file an
objection to confirmation after the objection deadline.

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


RELIANT BUILDING: Alenco Asks Court to Close Chapter 11 Cases
-------------------------------------------------------------
Alenco Holding Corporation, as Plan Administrator of the
Reorganized Reliant Building Products, Inc., and its debtor-
affiliates' under the confirmed First Amended Joint Plan of
Reorganization, ask the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, to enter a final decree
closing the Debtors' chapter 11 cases.

Under the Plan, Alenco and certain affiliate companies purchased
certain assets of the Debtor.  Alenco was granted the sole
responsibility of reviewing, filing, compromising or litigating to
a cash recovery all Debtor Actions and filing and prosecuting
objections to claims.

Alenco has completed distributions to creditors whose claims have
been allowed as required by the Plan and the Plan has been
substantially consummated.

A hearing is set on Feb. 14, 2005, at 9:00 a.m., to consider the
closing of the Debtors' bankruptcy cases.  Objections, if any,
must be filed with the:

            U.S. Bankruptcy Clerk
            1100 Commerce Street
            Room 12A24
            Dallas, Texas 75242

Reliant Building Products, Inc. together with its 12 subsidiaries
and affiliates filed voluntary Chapter 11 petitions on July 11,
2000 (Bankr. N.D. Tex. Case No. 00-34446).  On March 15, 2001, the
Bankruptcy Court confirmed the Debtors' First Amended Plan of
Reorganization.


RUSSEL METALS: Look for Year-End Financial Report on February 24
----------------------------------------------------------------
Russel Metals, Inc.'s (TSX:RUS) results for the 2004 fourth
quarter and year-end will be issued on Thursday, Feb. 24, 2005.
An Investor Conference Call will be hosted by Edward M. Siegel,
Jr., President and Chief Executive Officer and Brian R. Hedges,
Executive Vice President and Chief Financial Officer on Friday,
February 25, 2005 at 9:00 a.m. ET to review the results.

The dial-in telephone number for the call is 1-800-291-5032.

For those unable to participate in the conference call, it will be
recorded and available for listening at 1-800-558-5253 until
midnight, March 4th You will be required to enter reservation
number 21214189 in order to access the call.

Russel Metals is one of the largest metals distribution companies
in North America.  It carries on business in three metals
distribution segments: service center, energy tubular products and
import/export, under various names including Russel Metals, A.J.
Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Armabec,
Arrow Steel Processors, B&T Steel, Baldwin International, Comco
Pipe and Supply, Drummond McCall, Ennisteel, Fedmet Tubulars,
Leroux Steel, McCabe Steel, Megantic Metal, Metaux Russel, Milspec
Industries, Poutrelles Delta, Pioneer Pipe, Russel Leroux, Russel
Metals Williams Bahcall, Spartan Steel Products, Sunbelt Group,
Triumph Tubular & Supply, Vantage Laser, Wirth Steel and York
Steel.

                         *     *     *

As reported in the Troubled Company Reporter on February 9, 2004,
Standard & Poor's Ratings Services raised its ratings on Russel
Metals, Inc., including the long-term corporate credit rating,
which was raised to 'BB' from 'BB-'.  At the same time, Standard &
Poor's assigned its 'BB-' rating to Russel Metals' proposed
US$175 million notes.  The rating on the notes is one notch lower
than the long-term corporate credit rating, reflecting the
significant amount of priority debt, including secured bank lines
and subsidiary obligations, which would rank ahead of the notes in
the event of default.  The outlook is stable.


SELECT MEDICAL: Launching $660MM Sr. Debt Offer to Finance Merger
-----------------------------------------------------------------
Select Medical Corporation (NYSE: SEM) disclosed its intention to
issue under Rule 144A and Regulation S up to $660 million
principal amount of senior subordinated notes due 2015.  The net
proceeds of the offering will be used to provide a portion of the
funds necessary to:

   -- finance Select's previously announced merger with an
      affiliate of Welsh, Carson, Anderson & Stowe IX, L.P.,

   -- refinance certain of Select's existing indebtedness, and

   -- pay related fees and expenses.

The simultaneous completion of the merger is one of the conditions
to the offering.  Select anticipates completing the offering in
February 2005.

This announcement is not an offer to sell nor a solicitation of an
offer to buy the securities described herein.  Select is offering
the notes in reliance upon exemptions from registration under the
Securities Act of 1933 for offers and sales of securities that do
not involve a public offering.  The securities to be offered have
not been and will not be registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.

                        About the Company

Select Medical is a leading operator of specialty hospitals in the
United States. Including the SemperCare acquisition completed on
January 1, 2005, Select Medical operates 99 long-term acute care
hospitals in 26 states. It operates four acute care medical
rehabilitation hospitals in New Jersey and is a leading operator
of outpatient rehabilitation clinics in the United States and
Canada, with approximately 750 locations. Select Medical also
provides medical rehabilitation services on a contracted basis at
nursing homes, hospitals, assisted living and senior care centers,
schools, and worksites. For the nine months ended September 30,
2004, Select Medical reported total revenues of $1.24 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Select Medical Corp. to 'B+' from 'BB-'. Standard &
Poor's also assigned its 'BB-' rating and its recovery rating of
'1' to Select Medical's $880 million proposed senior secured bank
credit facility. Select Medical Corp. is a wholly owned
subsidiary of EGL Holding Co. -- Holdco. The facility is rated
one notch above the company's corporate credit rating; this and
the '1' recovery rating mean that lenders are likely to realize
full recovery of principal in the event of a bankruptcy.

At the same time, Standard & Poor's assigned its 'B-' rating to
$660 million in senior subordinated notes due in 2015 that are
also obligations of Select Medical Corp. The ratings are removed
from CreditWatch where they were originally placed May 12, 2004,
following the announcement of a proposed Medicare regulatory
change, and updated for the upcoming LBO. The proceeds, along
with new equity, will finance the acquisition of the company by
Welsh, Carson, Anderson & Stowe, Thoma Cressey Equity Partners,
and certain members of Select's senior management team in a
transaction valued at $2.2 billion, or 8.3x 2004 estimated EBITDA.

As of Sept. 30, 2004, Mechanicsburg, Penssylvania-based Select's
total debt outstanding was $355 million. With the completion of
the transaction, total debt outstanding will increase to about
$1.6 billion. The ratings on the existing subordinated notes will
be withdrawn. The outlook is negative.

"The speculative-grade rating on Select Medical Corp. reflects its
relatively narrow service niche as an operator of long-term
acute-care -- LTAC -- hospitals and outpatient rehabilitation
clinics, and LTAC challenges related to the fact that nearly half
of the company's revenues are derived from Medicare, which is
subject to reimbursement risk," said Standard & Poor's credit
analyst David Peknay. "The rating also reflects the company's
ongoing expansion efforts, which challenge its ability to extend
its recent successes."

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Moody's Investors Service assigned new ratings (senior implied at
B1) to Select Medical Corporation (New) in connection with the
proposed leveraged buyout of the company by an investor group.
The new ratings primarily reflect the company's heightened
financial risk following the proposed transaction.

Simultaneously, Moody's lowered the existing ratings of Select
Medical Corporation, which primarily reflects the risks associated
with the transition to new Medicare reimbursement guidelines and
the company's increased appetite for financial leverage.


SEMINIS VEGETABLE: Moody's Reviews Ratings for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Seminis Vegetable
Seed, Inc. under review for possible upgrade following the
announcement that Monsanto Company (Baa1 senior unsecured) has
signed a definitive agreement to acquire Seminis, Inc., the
holding company of Seminis Vegetable Seed, Inc., for $1.4 billion
plus a performance-based payment of up to $125 million by the end
of fiscal year 2007.

Upon closing of the purchase by Monsanto Company, expected to be
completed during the first half of 2005, and retirement of Seminis
Vegetable's existing debt, Moody's will withdraw its ratings on
Seminis.

The ratings under review for possible upgrade:

   * $75 million senior secured revolver, maturing 9/08 - Ba3,

   * $90 million senior secured term loan, maturing 9/09 - Ba3,

   * $340 million 10.25% senior subordinated notes, due 2013 - B3,

   * Senior implied - B1,

   * Unsecured issuer rating - B2.

Seminis, Inc., which has headquarters in Oxnard, California, is a
developer, producer and marketer of vegetable and fruit seeds with
sales in more than 150 countries.  The Company reported FY04
(ending 9/30/04) revenue of $526 million.


SILICON GRAPHICS: Sept. 24 Balance Sheet Upside-Down by $150.8-Mil
------------------------------------------------------------------
Silicon Graphics (NYSE: SGI) reported the results for its second
fiscal quarter, which ended December 24, 2004.  Revenue for the
quarter was $223 million, compared with $175 million for the first
quarter ended September 24, 2004.  Gross margin was 37.5% in the
second quarter, up from 35.9% in the first quarter.  SGI's second-
quarter operating loss from continuing operations was $9 million,
compared with an operating loss of $26 million in the first
quarter.  The second-quarter net loss from continuing operations
was $11 million or $0.04 per share, compared with a net loss of
$28 million or $0.11 per share last quarter.

GAAP operating expenses for the second quarter were $93 million,
compared with $89 million for the first quarter.  Non-GAAP
operating expenses for the second quarter were $88 million,
excluding $5 million recorded as other operating expense.  This
compares with prior quarter non-GAAP operating expenses of $86
million excluding $3 million in other operating expense.  These
other operating expenses consisted of primarily charges associated
with facilities consolidation.  Management believes that a non-
GAAP presentation of operating expenses is useful to investors to
facilitate period to period comparisons of SGI's operating
results.

"Altix revenues continue to build during the second quarter as we
successfully installed the world's fastest production computer at
NASA's Ames Research Center and the world's largest shared memory
computer in Japan," said Bob Bishop, chairman and CEO of SGI.
"Furthermore, Silicon Graphics Prism has been successfully
launched into the visualization market. Nevertheless, we continue
to fall short of our profitability objectives and will take steps
to lower expenses accordingly."

Unrestricted cash, cash equivalents and marketable investments on
December 24, 2004 were $106 million.

                        About the Company

Silicon Graphics, also known as Silicon Graphics, Inc. -- whose
March 26, 2004 balance sheet shows a stockholders' deficit of
$164,448,000 -- is the world's leader in high-performance
computing, visualization and storage.  With offices worldwide, the
company is headquartered in Mountain View, Calif., and can be
found on the Web at http://www.sgi.com/

At Sept. 24, 2004, Silicon Graphics' balance sheet showed
$150,829,000, compared to a $122,678,000 deficit at June 25, 2004.


SOUTH STREET: Fitch Holds Junk Ratings on Five Note Classes
-----------------------------------------------------------
Fitch Ratings upgrades the ratings on two classes of notes issued
by South Street CBO 2000-1, Ltd., a collateralized bond obligation
- CBO -- backed by high yield bonds.  The ratings on one class of
notes are affirmed and the ratings on the other classes of notes
remain unchanged.

This class is paid in full:

    -- Class A-1L notes 'PIF'.

This class is affirmed:

    -- $72,678,214 class A-2L notes 'AAA'.

These classes are upgraded:

    -- $15,000,000 class A-3L notes to 'BBB-' from 'BB+';
    -- $30,000,000 class A-3 notes to 'BBB-' from 'BB+'.

These classes remain unchanged:

    -- $20,000,000 class A-4L notes 'CC';
    -- $8,000,000 class A-4A notes 'CC';
    -- $10,000,000 class A-4C notes 'CC';
    -- $15,000,000 class B-1 notes 'C';
    -- $4,354,790 class B-2 notes 'C'.

According to its Dec. 17, 2004, trustee report, the South Street
2000-1 portfolio collateral includes a par amount of $18 million
of defaulted assets, representing 10.7% of aggregate collateral
principal balance.  The senior class A overcollateralization -- OC
-- test (which includes the class A-2L, A-3L, and A-3 notes) is
passing at 133.2% versus a trigger of 120%.  The class A, B, and
total OC tests are failing at 99.96%, 86.59%, and 78.06, versus
their triggers of 110%, 103%, and 108%, respectively.

The upgrade of the class A-3L and A-3 notes reflects the continued
paydown of the class A-2 notes and the continued improvement in
the senior class A OC test.  In addition, Fitch has reviewed the
results of cash flow model runs, incorporating several different
default and interest rate stress scenarios.  Also, Fitch discussed
with Colonial Management Associates, Inc., the investment advisor,
their expectations and opinions of the portfolio.

Deal information and historical data on South Street CBO 2000-1,
Ltd., is available on the Fitch Ratings web site at
http://www.fitchratings.com/


STEVENOT WINERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stevenot Winery and Imports, Inc.
        2690 San Domingo Road
        Murphys, California 95247

Bankruptcy Case No.: 05-90138

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

Chapter 11 Petition Date: January 24, 2005

Court: Eastern District Of California (Modesto)

Judge: Thomas Holman

Debtor's Counsel: Daniel L. Egan, Esq.
                  Wilke, Fleury, Hoffelt, Gould & Birney, LLP
                  400 Capitol Mall 22nd Floor
                  Sacramento, CA 95814
                  Tel: 916-441-2430

Total Assets: $7,663,000

Total Debts:  $6,425,281

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
McGuigan Simeon Wines Ltd.    Trade debt              $1,900,000
Level 2, 170 Greenhill Road
Parkside, SA 5063

Winebow, Inc.                 Trade debt                 $42,184
75 Chestnut Ridge Road
Wanaque, NJ 07465

Pine State Trading Co.        Trade debt                 $23,242
100 Enterprise Avenue
Gardiner, ME 04345

Caliber Wine Group            Trade debt                 $18,883

Scott Laboratories            Trade debt                 $14,749

Silvaspoons Vineyards         Trade debt                 $21,272
                              Value of Collateral:
                              $8,420
                              Unsecured Value:
                              $12,852

Rolleri Vineyards             Trade debt                 $70,295
                              Value of Collateral:
                              $61,047
                              Unsecured Value:
                              $9,248

Zusman and Associates, LLP    Trade debt                  $8,225

Sonoma County Vintners Co-Op                              $7,661

Classic Wine Imports-Boston   Trade debt                  $7,818

Ramondin USA, Inc.            Trade debt                  $7,575

Vance Bishop                  Trade debt                  $6,899

Worldwide Wines, Inc.         Trade debt                  $5,450

United Parcel Service         Trade debt                  $5,076

Whisper Consulting, LLC       Trade debt                  $4,962

Tapp Technologies, Inc.       Trade debt                  $4,580

GMAC                          Value of Collateral:       $36,717
                              $31,940
                              Unsecured Value:
                              $4,777

Solomon Wine Company, Inc.    Trade debt                  $4,727

Mark Collins                                              $4,600

The Woodworks                                             $3,966


STOTT RANCH: Church Harris Approved as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana gave Stott
Ranch Inc., permission to employ Church, Harris, Johnson &
Williams, P.C., as its general bankruptcy counsel.

Church Harris will:

   a) provide legal advice to the Debtor with respect to its
      powers and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b) prepare on behalf of the Debtor all necessary applications,
      answers, motions, orders, reports, a chapter 11 plan and
      disclosure statement, and other legal papers;

   c) assist and represent the Debtor in adversary proceedings and
      in litigations that may be filed against the estate; and

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

Steven M. Johnson, Esq., a Shareholder at Church Harris, is the
lead attorney for the Debtor.  Mr. Johnson discloses that the Firm
had not yet received a retainer in its representation of the
Debtor.  Mr. Johnson will bill the Debtor $200 per hour for his
services.

Mr. Johnson reports Church Harris' professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Counsel              $115 - $180
    Paralegals               $75

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

Headquartered in Choteau, Montana, Stott Ranch Inc., filed for
chapter 11 protection on January 13, 2005 (Bankr. D. Mont. Case
No. 05-60078).  When the Debtor filed for protection from its
creditors, it listed total assets of $7,629,000 and total debts of
$2,571,070.


TENET HEALTHCARE: Fitch Rates New $500MM Sr. Unsecured Notes at B-
------------------------------------------------------------------
Fitch has rated Tenet Healthcare Corp.'s new $500 million senior
unsecured notes issue due 2015 a 'B-' rating, consistent with the
company's existing senior unsecured ratings that have also been
affirmed by Fitch.  The Rating Outlook remains Negative.
Proceeds from the new issue are expected to repurchase outstanding
Tenet debt maturing in 2006 and 2007.  If the debt repurchase is
completed as planned, Tenet will greatly improve its maturity
schedule, and the company will face no significant maturities
until 2011.

Tenet's rating reflects the company's high leverage, continued
operational difficulties, and potential cash burn in 2005, coupled
with a modestly challenging industry environment.  Operationally,
some encouraging signs have emerged, primarily the company's
progress with managed care payors.  However, the industry
environment remains somewhat challenging owing to continued soft
volume trends and continued bad debt concerns, and several of THC
facilities continue to underperform with EBITDA margins
significantly below industry averages.

Fitch expects modest EBITDA margin improvement in 2005 spurred by
soon-to-be-announced restructuring efforts and improved managed
care pricing.  Fitch anticipates that Tenet is likely to burn
through $150 million-$200 million in free cash flow (after capital
expenditures) in 2005.  However, tax refunds and additional
divestiture proceeds (mainly A/R liquidation) should allow Tenet
to maintain a significant cash balance from $750 million-$1
billion.

Tenet's current cash balance is approximately $770 million, and
total debt is approximately $4.5 billion.  The company recently
canceled its $800 million secured bank credit facility and
replaced it with a cash-collateralized, $250 million facility to
backstop various letters of credit.  Fitch notes with concern the
lack of a more standard and permanent facility; however, the
company's current cash balance, in Fitch's view, provides
sufficient liquidity in the interim.

On Dec. 31, 2004, Tenet paid $395 million to a settlement fund to
settle outstanding patient liability claims against a former Tenet
hospital in Redding, California.  The settlement is expected to be
tax deductible.  Fitch cites the Redding settlement as a positive,
as the amount was within Fitch expectations and it eliminates one
of the more serious legal challenges the company was facing.

The Negative Outlook reflects the operational difficulties noted
above plus the host of still ongoing investigations primarily
regarding the company's previous pricing strategy and physician
relationships among other matters plus pending shareholder suits.

Tenet's leverage (total debt/EBITDA) for the last 12 months ended
Sept. 30, 2004, was 6.7 times and coverage (EBITDA/interest) was
2.0x.


TENET HEALTHCARE: S&P Rates Proposed $500M Sr. Unsec. Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Tenet Healthcare Corp.'s proposed $500 million senior unsecured
notes due 2015.

At the same time, Standard & Poor's affirmed Tenet's 'B' corporate
credit rating, raised its ratings on Tenet's senior unsecured
notes to 'B' from 'B-', and withdrew its bank loan and recovery
ratings.

The change in the senior unsecured notes rating does not reflect
any change in the company's credit profile, but rather the
elimination of structural subordination of the unsecured parent
company debt that had existed prior to the recent cancellation of
the company's secured bank facility.

Tenet's new one-year, $250 million letter-of-credit facility,
though senior to Tenet's unsecured notes, does not materially
disadvantage them.  Proceeds from the new notes will be used to
refinance existing debt, eliminating any significant debt
maturities until 2011.

"The low-speculative-grade ratings on Tenet Healthcare Corp.
reflect expectations of weak operating performance and cash flow
over the next year and the uncertain impact of the company's
numerous strategic initiatives to improve its long-term
prospects," said Standard & Poor's credit analyst David Peknay.
"This offsets the size and scale of the company's otherwise
still-considerable hospital facility base after it completes its
pending asset sales."

Tenet, based in Santa Barbara, California, had about $4.5 billion
of debt outstanding as of Sept. 30, 2004.  The company is
undergoing a major corporate overhaul in order to ensure its
long-term viability.  It has sold a significant number of its
hospitals and will keep a core of about 69 of its more profitable
facilities.  The company is adjusting to significant reductions in
its reimbursement from Medicare and private insurance companies,
given third-party payor scrutiny following prior Tenet billing
practices.  The company is transforming its management structure
to better control operations and to improve its low operating
margins.  The majority of its top 100 officers have been replaced,
and the company is looking at several ways to improve operating
efficiency.  Tenet's relocation of its corporate headquarters to
Dallas, Texas, symbolizes the company's new cost-conscious,
operations-focused culture.


TENET HEALTHCARE: Moody's Rates New $500M Sr. Unsec. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Tenet
Healthcare's new $500 million senior unsecured note offering
pursuant to Rule 144A.  At the same time, Moody's affirmed the
Company's B2 senior implied rating and other long-term ratings and
its SGL-4 speculative grade liquidity rating.  The ratings outlook
remains negative.

Moody's understands that the proceeds from this new issue will be
used largely to refinance all remaining 2006 and 2007 debt
maturities.  In addition, depending on final issuance size, the
company expects to have some additional funds available to support
cash balances, which have been depleted to about $500 million
following the recent $395 million Redding settlement and a
collateral requirement for Tenet's outstanding LOCs under a new
temporary loan agreement.

The ratings incorporate the expectation that Tenet Healthcare will
be able to collect a tax refund related to facility divestitures
within the next several months, raising cash balances to at least
the $1 billion range during the second quarter of 2005.

While the elimination of near-term debt maturities is viewed
favorably, Moody's B3 senior unsecured ratings and SGL-4 rating
reflect Tenet Healthcare's weak liquidity position as a result of
negative free cash flow, and uncertainty related to the timing and
amount of potential cash outlays for outstanding litigation.

Moody's believes that operating performance remains a critical
risk factor for Tenet Healthcare.  The current ratings assume that
free cash flow will be negative for fiscal year 2005.  Moody's
will evaluate the Company's progress toward improving operations
and reversing negative free cash flow trends.

Moody's plans to study the revenue and cash flow prospects for
Tenet's remaining facilities to evaluate their relative
contribution to the enterprise.  The distribution of cash flows
across the facilities may affect Moody's perception of the Tenet
Healthcare's financial strength.

Operating challenges - some of which are sector-wide in nature -
include weak volume growth trends and higher bad debt expense.
For Tenet Healthcare, recent negative volume growth trends have
been partially attributed to the overhang from investigations. In
addition, the Company has cited that progress being made in
achieving better managed care rate increases has been impeded by
the success of large national plans - with greater negotiating
clout - pushing aside regional plans.

Further, the continued loss of volume in patients enrolled in
higher-priced managed care products, which tend to provide better
rates, has hurt profitability.  The ratings also incorporate
continued concerns regarding the departure of the vast majority of
senior management during the past 12-18 months.

The rating outlook is negative and reflects the high level of
uncertainty associated with current operating performance and cash
flow as well as the potential for significant cash needs
associated with outstanding litigation.

If debt levels rise materially or if Tenet Healthcare 's operating
performance fails to improve, the ratings could be lowered.  If
the priority of claim of senior unsecured creditors is compromised
by significant levels of new secured borrowings, the ratings of
the existing senior unsecured creditors would likely be lowered.

Factors which could lead to stabilization of the rating outlook
include improvement of liquidity through stabilization of
operations and breakeven free cash flow after assuming a restored
level of capital spending.  Clarity surrounding the DOJ
investigation and the tax settlement would be additional
considerations.

The B3 senior unsecured ratings continue to be notched below the
B2 senior implied rating due to two factors:

   1. Tenet Healthcare continues to maintain secured debt in the
      form of a temporary LOC loan, and

   2. Moody's believes that if Tenet were to enter into a new bank
      agreement, the bank lenders would likely have a more secured
      position compared with the senior unsecured creditors.

The rating assigned:

   -- Tenet Healthcare Corporation:

      * B3 $500 million senior unsecured notes.

The ratings affirmed:

   -- Tenet Healthcare Corporation:

      * B2 senior implied; B3 issuer rating; B3 senior unsecured
        note ratings; SGL-4 speculative grade liquidity rating.

Headquartered in Dallas, Texas, Tenet Healthcare Corporation
operates 69 hospitals and is among the nation's largest hospital
companies.


TOUCH AMERICA: Trustee Wants Until June 3 to Object to Claims
-------------------------------------------------------------
Chanin Capital Partners -- the Plan Trustee appointed to
facilitate the liquidation of Touch America Holdings, Inc., and
its debtor-affiliates' estates pursuant to their confirmed Amended
Liquidating Chapter 11 Plan -- asks the U.S. Bankruptcy Court for
the District of Delaware for an extension until June 3, 2005, of
the Claims Objection Deadline.  The current deadline is set on
Feb. 3, 2005.

To date, the Trustee has objected to approximately 595 of the
1,000 claims filed against the Debtors' estates.  The Trustee
submit that it needs more time to thoroughly review and evaluate
the remaining claims.  Also, the Trustee continues to negotiate
for a consensual resolution of many disputed claims.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Debtors Plan became effective on October 19, 2004.


TRUMP HOTELS: UBS Securities Performs Valuation Analysis
--------------------------------------------------------
At the behest of Trump Hotels & Casino Resorts, Inc.'s Board of
Directors, UBS Securities, LLC, undertook an analysis of the
estimated range of the going concern enterprise value of
Reorganized THCR, on a consolidated basis, after giving effect to
the reorganization as set forth in the Plan.  UBS completed its
analysis on November 2, 2004.

Subject to certain assumptions, limitations and qualifications,
UBS estimates the going concern enterprise value of Reorganized
THCR as of the assumed Plan Effective Date of December 31, 2004,
to be between $1,750,000,000 and $2,150,000,000.

THCR President and Chief Operating Officer Scott C. Butera says
UBS' estimated going concern enterprise value represents a
hypothetical valuation of Reorganized THCR, assuming that
Reorganized THCR continues as an operating business.  The
estimated going concern enterprise value does not purport to
constitute an appraisal or necessarily reflect the actual market
value that might be realized through a sale or liquidation of
Reorganized THCR, its securities or its assets, which value may be
significantly higher or lower than the UBS estimate.

The estimated going concern enterprise value is not necessarily
indicative of the prices at which the new common stock or other
securities of Reorganized THCR may trade after giving effect to
the reorganization under the Plan, which prices may be
significantly higher or lower than implied by the estimate.

In conducting its analysis, UBS:

   -- reviewed certain publicly available business and historical
      financial information relating to THCR;

   -- reviewed certain internal financial information and other
      data relating to the business and financial prospects of
      Reorganized THCR, including the projections prepared by
      THCR's management;

   -- conducted discussions with members of THCR's senior
      management concerning the business and financial prospects
      of Reorganized THCR;

   -- reviewed publicly available financial and stock market data
      with respect to certain other companies in lines of
      business UBS believed to be comparable in certain respects
      to Reorganized THCR's businesses;

   -- reviewed the financial terms, to the extent available, of
      certain transactions that UBS believed to be generally
      relevant;

   -- reviewed information available with respect to the trading
      of THCR's securities;

   -- reviewed the Restructuring Support Agreement and the
      Summary Stand-alone Restructuring Term Sheet dated
      October 20, 2004; and

   -- conducted other financial studies, analyses and
      investigations, and considered other information, as UBS
      deemed necessary or appropriate.

The actual value of an operating business is subject to various
factors.  Many of those factors, Mr. Butera admits, are beyond the
control or knowledge of THCR or UBS, and the value will fluctuate
with changes in the factors.  The market prices of Reorganized
THCR's securities will also depend on, among others, prevailing
interest rates, conditions in the financial markets, the
investment decisions of prepetition creditors receiving the
securities under the Plan.  There can also be no assurance as to
the trading market that may be available in the future with
respect to Reorganized THCR's securities.

Mr. Butera makes it clear that UBS' analysis was undertaken solely
for the purpose of assisting THCR's Board in evaluating the Plan
and the distributions that holders of claims and interests will
receive under the Plan.  UBS' analysis addresses the estimated
going concern enterprise value of Reorganized THCR and does not
address any other aspect of the proposed reorganization, the Plan
or any other transactions, and does not address the Debtors'
underlying business decision to effect the reorganization as
provided in the Plan.  UBS has not been asked to, nor did UBS,
express any view as to what the value of Reorganized THCR's
securities will be when issued pursuant to the Plan or the prices
at which they may trade in the future.

Mr. Butera points out that UBS' estimated going concern enterprise
value of Reorganized THCR does not constitute an opinion as to
fairness from a financial point of view to any person of the
consideration to be received by the person under the Plan or of
the terms and provisions of the Plan.

UBS based its analysis in Reorganized THCR's achieving the
projections prepared by management.  The financial results
reflected in the Projections are in certain respects materially
better than the recent historical results of operations of THCR.
Reorganized THCR's actual future results may differ materially
from the Projections and the differences may affect the value of
Reorganized THCR.

                            Methodology

In preparing its valuation, UBS utilized these methods:

A. Discounted Cash Flow Analysis

   UBS performed a discounted cash flow analysis to estimate the
   present value of Reorganized THCR's future consolidated
   unlevered, after-tax cash flows available to debt and equity
   investors based on the Projections.  UBS used the Projections
   of Reorganized THCR's consolidated cash flow through 2009 and
   calculated the present value of the terminal value as of 2009.

   To calculate the terminal value as of 2009, UBS applied a
   range of forward EBITDA multiples to the estimated 2010 EBITDA
   of Reorganized THCR.  The 2010 EBITDA was estimated based on
   the 2009 EBITDA projected in the Projections grown by a growth
   rate to reflect THCR's estimate of the growth rate of its
   market.  UBS then applied a range of discount rates to arrive
   at a range of present values of those cash flows and terminal
   values.  UBS also reviewed the growth rates of the terminal
   year cash flow in perpetuity implied by the terminal values
   arrived at using the EBITDA method.

   Moreover, the discounted cash flow analysis involves complex
   considerations and judgments concerning appropriate
   adjustments to terminal year EBITDA, EBITDA multiples, and
   discount rates.

B. Selected Publicly Traded Companies Analysis

   UBS analyzed the market value and trading multiples of
   selected publicly held companies in lines of business UBS
   believed to be comparable in certain respects to the line of
   business of Reorganized THCR.  UBS calculated the enterprise
   value of the selected companies as a multiple of certain
   historical and projected financial data of the companies,
   making appropriate adjustments to reflect recent or pending
   acquisitions by the companies on a pro forma basis.  UBS then
   analyzed those multiples and compared them with multiples
   derived by assigning a range of enterprise values to
   Reorganized THCR and dividing those enterprise values by the
   corresponding historical and projected financial data of
   Reorganized THCR.

   The projected financial data for Reorganized THCR were based
   on the Projections and the projected financial data for the
   selected companies were based on publicly available research
   analyst reports and other publicly available information.
   Although the selected companies were used for comparison
   purposes, no selected company is either identical or directly
   comparable to the business of Reorganized THCR.

   Accordingly, UBS' comparison of the selected companies to the
   business of Reorganized THCR and analysis of the results of
   the comparisons was not purely mathematical, but instead
   necessarily involved complex considerations and judgments
   concerning differences in financial and operating
   characteristics and other factors that could affect the
   relative values of the selected companies and of Reorganized
   THCR.

C. Selected Transactions Analysis

   UBS reviewed selected recently completed or announced
   transactions involving companies in lines of business UBS
   believed to be comparable in certain respects to Reorganized
   THCR.  UBS calculated the enterprise value of the companies
   implied by the transactions as a multiple of certain projected
   financial data of the companies.  UBS then analyzed those
   multiples and compared them with the multiples derived by
   assigning a range of enterprise values to Reorganized THCR and
   dividing those enterprise values by the corresponding
   projected financial data of Reorganized THCR.

   Although the selected transactions were used for comparison
   purposes, no selected transaction is either identical or
   directly comparable to the transaction contemplated by the
   Plan and no companies involved in the selected transactions
   were either identical or directly comparable to reorganized
   THCR.

   UBS' analysis of the selected transactions was also not purely
   mathematical, but instead necessarily involved complex
   considerations and judgments concerning differences in
   transaction structure, financial and operating characteristics
   of the companies involved and other factors that could affect
   the relative values achieved in the transactions and the
   estimated going concern enterprise value of Reorganized THCR.

                           Assumptions

With THCR's consent, UBS made these assumptions:

   1) The Plan will be confirmed and consummated in accordance
      with its terms, and THCR will be reorganized as provided
      for in the Plan.  The Plan will not differ in any material
      respect from the terms described in the Restructuring
      Support Agreement and the Summary Standalone Restructuring
      Term Sheet dated October 20, 2004.

   2) The Effective Date will be December 31, 2004.

   3) Reorganized THCR will achieve the Projections including and
      in particular the completion as scheduled and budgeted of
      an expansion and new hotel tower at Trump Taj Mahal.

   4) Reorganized THCR's capitalization and available cash will
      be as provided in the Plan and the Disclosure Statement.
      In particular, the pro forma indebtedness of reorganized
      THCR as of the Effective Date will be $1,465,200,000.

   5) Certain tax benefits and attributes will be available to
      Reorganized THCR, as reflected in the Plan and the
      Projections.

   6) Reorganized THCR will be able to obtain all future
      financings, on the terms and at the times, necessary to
      achieve the Projections.

   7) Neither THCR nor Reorganized THCR will engage in any
      material asset sales or other strategic transaction, and no
      asset sales or strategic transactions are required to meet
      Reorganized THCR's ongoing cash requirements.

   8) All governmental, regulatory or other consents and
      approvals necessary for the consummation of the Plan will
      be obtained without any material adverse effect on
      Reorganized THCR or the Plan.

   9) There will not be any material change in the business,
      condition, results of operations, assets, liabilities or
      prospects of THCR other than as reflected in the
      Projections.

  10) There will not be any material change in economic, market,
      financial and other conditions.

              Analyses Must be Considered as a Whole

The preparation of a valuation analysis is a complex analytical
process involving various judgmental determinations as to the most
appropriate and relevant methods of financial analysis and the
application of those methods to particular facts and
circumstances, and the analyses and judgments are not readily
susceptible to summary description.

UBS believes that its analyses must be considered as a whole and
that selecting portions of its analyses, without considering all
its analyses, could create a misleading or incomplete view of the
processes underlying UBS' conclusions.  UBS did not draw, in
isolation, conclusions from or with regard to any one analysis or
factor, nor did UBS place any particular reliance or weight on any
individual analysis.  Rather, UBS arrived at its views based on
all the analyses undertaken by it, assessed as a whole.

For purposes of UBS' analysis, the estimated going concern
enterprise value of Reorganized THCR equals the value of its fully
diluted common equity, plus its outstanding debt, minus cash,
determined based on Reorganized THCR, on a consolidated basis, as
an operating business, after giving effect to the reorganization
set forth in the Plan.

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: Wants to Terminate Agreements with Tribe
------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
seek the authority of the U.S. Bankruptcy Court for the District
of New Jersey to mutually terminate certain agreements with
Twenty-Nine Palms Band of Luiseno Mission Indians of California
and Twenty-Nine Palms Enterprises Corporation, collectively known
as the Tribe.

The "Trump 29 Debtors" are parties to three agreements with the
Tribe:

1) Development Agreement

   Trump Hotels & Casino Resorts Development Company, LLC, and
   the Tribe are parties to a Gaming Facility Development and
   Construction Agreement dated April 27, 2000, as amended on
   March 28, 2002.  The Development Agreement provided for THCR
   Development Co. to expand and renovate the Tribe's then
   existing "Spotlight 29 Casino," a native American casino
   offering "Class II" gaming under the provisions of the federal
   Indian Gaming Regulatory Act, converting it into a "Class III"
   gaming facility.  Pursuant to the Development Agreement, the
   Tribe will pay THCR Development Co. $2,460,000 as development
   fee.

2) Management Agreement

   THCR Management Services, LLC, and the Tribe are parties to an
   Amended and Restated Gaming Facility Management Agreement
   dated March 28, 2002.  The Management Agreement provided for
   THCR Management Services to operate and manage the Tribe's
   casino for five years from the date that the Management
   Agreement was approved by the National Indian Gaming
   Commission pursuant to the IGRA and expansion of the casino
   was completed and opened to the public.  The Tribe agreed to
   pay THCR Management Services a management fee equal to 30% of
   the "Net Revenues," as defined under IGRA, of the casino
   during the management term.

3) License Agreement

   Trump Hotels & Casino Resorts Holdings, LP, and the Tribe are
   parties to a Trademark License Agreement dated May 31, 2000,
   as amended on March 28, 2002.  THCR Holdings LP granted the
   Tribe a license to operate the casino under the name "Trump 29
   Casino," for no additional monetary consideration.

As of December 29, 2004, the management fees have been paid
current through November 30, 2004; the development fee remains
unpaid.

Under the provisions of the IGRA, the Tribe can conduct "Class
III" gaming operations on the Tribe's reservation lands only if
the Tribe has entered into a "Compact" with the State in which
the reservation lands are located.  On October 1, 1999, the Tribe
entered into a Compact with the State of California, which was,
in turn, approved by the United States Department of the Interior
pursuant to the IGRA in May 2000.  In addition, under the Tribe's
gaming ordinance, to manage the Tribe's casino THCR Management
Services was required to be licensed by the 29 Palms Gaming
Commission, an instrumentality of the Tribe charged with
regulatory oversight of the Tribe's casino.

On September 13, 2001, the Commission issued a Tribal license to
THCR Management Services enabling it to manage the Tribe's
casino.  On April 22, 2002, THCR Development Co. completed the
expansion of the Tribe's casino and THCR Management Services
commenced managing the Tribe's casino pursuant to the Management
Agreement.

The Compact between the Tribe and the State of California
requires the Commission to renew all "gaming resource supplier"
licenses issued by the Tribe every two years.

In June 2004, the Commission requested that THCR Management
Services submit new license applications for itself, its key
employees and its parent companies.  THCR Management Services
complied with the request as well as with the follow-up requests
of the Commission for additional information.  Pursuant to
Commission regulations, a hearing before the Commission commenced
on November 18, 2004, at which time THCR Management Services
began presenting evidence in support of the license application.
The Commission has conducted several days of hearings, which
presently have been continued but have not been concluded.

The Commission has expressed certain concerns regarding the
renewal of THCR Management Services' license, and there is no
assurance that the license will be renewed.  Should the
Commission ultimately decide to deny renewal of THCR Management
Services' Tribal gaming license, the Tribe would then terminate
the Management Agreement without any compensation to the Trump 29
Debtors.

                      Termination Agreement

Subsequently, the Trump 29 Debtors and the Tribe commenced
negotiations regarding a mutual termination of the Development
Agreement and Management Agreement and concomitantly, a
termination of the License Agreement.  The negotiations resulted
in a memorandum of understanding and certain related documents,
pursuant to which the Trump 29 Debtors and the Tribe agreed to
mutually terminate the Development Agreement, Management
Agreement and License Agreement, and to exchange mutual releases.
The Termination Agreement also provides that the Tribe will pay
to THCR Management Services:

   -- all management fees earned by it, but remains unpaid, under
      the Management Agreement through December 31, 2004, which
      the Debtors estimate to total around $640,000; plus

   -- a $6,000,000 termination fee.

The Trump 29 Debtors agreed to accept the payments in full
satisfaction of all amounts otherwise due and owing from the
Tribe under the Management Agreement and Development Agreement.

The effectiveness of the termination of the Management Agreement,
and the obligation of the Tribe to make the termination payments
to the Trump 29 Debtors, is conditioned on the approval of the
termination payments by the Tribe's lenders.

Charles A. Stanziale, Jr., Esq., at Latham & Watkins, LLP, in Los
Angeles, California, asserts that the Debtors' entry into the
Termination Agreement is warranted.  The Termination Agreement
will resolve all pending issues between the Debtors and the Tribe
arising under the Management Agreement and the Development
Agreement without the necessity of further proceedings before the
Commission, which proceedings would certainly be costly and time-
consuming for the Debtors' estates.  An adverse decision of the
Commission on the licensure of the Trump 29 Debtors is also not
subject to appeal, thus risking the termination of the Agreements
without compensation to the Trump 29 Debtors.  In the event, the
only recourse to the Trump 29 Debtors would be to commence an
arbitration proceeding against the Tribe asserting a breach of
the Management Agreement and seeking monetary damages.

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.


UAL CORP: Wants Court Approval to Reject 15 Aircraft Leases
-----------------------------------------------------------
UAL Corporation and its debtor-affiliates ask Judge Wedoff for
permission to reject the leases for 10 Boeing 737-300 aircraft
bearing Tail Nos. N394UA, N396UA, N397UA, N322UA, N319UA, N323UA,
N324UA, N352UA, N395UA and N393UA.  The Debtors also want
permission to reject the leases for five Boeing 737-500 aircraft
with Tail Nos. N901UA, N908UA, N909UA, N911UA and N915UA.

The Debtors want to reject the Leases of Tail Nos. N319UA and
N352UA as of January 20, 2005.  The Debtors will reject all other
Leases as of January 31, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, explains that six of the aircraft are financed through
the JETS 1995-A Transaction, which are subject to the Temporary
Restraining Order entered by the Court on November 26, 2004.  The
TRO prohibits U.S. Bank, N.A., and The Bank of New York, as
Aircraft Trustees, from repossessing aircraft subject to the JETS
1995-A Transaction, among others.  These aircraft are narrow body
and are configured and suitable only for domestic service.  Now,
"that the busy holiday travel season has ended, these six JETS
1995-A aircraft are no longer essential," to the Debtors'
continuing operations, Mr. Sprayregen tells Judge Wedoff.

The Debtors are trying to restructure their aircraft financings
in line with current market rates.  The Debtors also seek to
better match their fleet capacity with demand.  As a result, the
Debtors are undertaking an extensive analysis of several hundred
aircraft financings.  The Debtors have determined that the Leases
are burdensome to the Debtors' estates.  The Lease Rates exceed
current market rates for comparable aircraft.  The payment
obligations outweigh the benefits that the Debtors receive from
possessing and using the Aircraft.  The Debtors and the Financing
Parties have been unable to agree on terms that would allow the
retention of the Aircraft on economically agreeable terms.
Hence, the Debtors want to reject the Leases and rely on other
Aircraft with lower costs.

The Aircraft subject to the Leases were procured through
leveraged lease financing arrangements.  A common law trust holds
title to and leases the Aircraft to the Debtors on behalf of
equity participants.  An Indenture Trustee holds security
interests to secure the debt for various lending parties.
Wilmington Trust Company is the Owner Trustee.

Mr. Sprayregen notes that Tail Nos. N324UA and N323UA are parked
at Southern California Aviation in Victorville, California.  All
other Aircraft are parked at Timco Aviation in Goodyear, Arizona.

                        U.S. Bank Objects

U.S. Bank serves as Indenture Trustee or Pass Through Trustee for
Aircraft with Tail Nos. N901UA, N908UA, N909UA, N394UA, N396UA
and N397UA.

U.S. Bank argues that the rejection of the Leases cannot undo the
liability the Debtors have incurred by obtaining the Temporary
Restraining Order.  The Debtors "shamelessly" assert that the six
JETS-1995A Aircraft, which were the subject of the TRO, along
with eight other aircraft, are now burdensome to the estate.
Only a few weeks ago, U.S. Bank tells Judge Wedoff, the Debtors
cried out that loss of these aircraft would jeopardize the
airline.  Now that the busy holiday travel season is over, the
Debtors are thrusting the aircraft back at the Trustees.

The TRO has caused the Trustees to lose several months of higher
leasing revenues.  Certain aircraft lease opportunities may have
been lost for good.  The Debtors are deliberately reducing their
fleet with aircraft obtained from the Trustees.  In other words,
the Debtors are allowed to unexpectedly shove aircraft back at
the Trustees while the TRO prevents the Trustees from taking any
action to lessen the economic consequences.  The Debtors should
not be absolved from liability for loss suffered by the Trustees
due to the TRO.

Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, points out that the Controlling Parties are glad to
take the aircraft back, so they can be remarketed at rates well
in excess of what the Debtors are paying and offering.  However,
the Debtors must pay for their intransigence.

U.S. Bank also notes that the Debtors lay the blame for the
aircraft disputes at the feet of the Trustees.  U.S. Bank
disagrees.  Mr. Barliant explains that the Debtors tried to
renegotiate the Leases at below market rates.  The Debtors imply
that the Trustees played hardball in negotiations.  However, the
Trustees had advantageous revenue opportunities for the aircraft
and were not willing to subsidize the Debtors' haphazard
restructuring efforts.  Therefore, the Trustees have been forced
to forego significant revenue opportunities in the marketplace.
The Trustees reserve all rights with respect to the factual
assertions in the request.

U.S. Bank asks the Court to make sure that the Debtors return the
aircraft in compliance with the return conditions consistent with
the operative documents and Section 1110 of the Bankruptcy Code.
U.S. Bank insists that the aircraft be returned with the correct
engines installed with all maintenance logs and records.  The
aircraft must be registered with the Federal Aviation
Administration at the Debtors' cost.

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)


VENOCO INC: Reports 4Q Average Oil Production and Activity Update
-----------------------------------------------------------------
Venoco, Inc., reported that its 4th quarter 2004 average net
production was approximately 11,214 barrels of oil equivalent per
day.

The company's 4th quarter activity included 2 wells drilled in the
Sacramento Basin, one of which was completed in the 4th quarter;
the other was completed in Jan. 2005.  Also in the basin, 18
workovers were completed in the 4th quarter.  There were three
successful re-drills on Platform Gail and one workover in the Big
Mineral Creek field.

"We are very pleased with our 4th quarter performance," said Tim
Marquez, President and CEO.  "The workover programs are showing
good results and we expect the new wells to prove up reserves and
boost average net production."

Venoco recently completed drilling a new well from its Platform
Holly in the Santa Barbara Channel to a total depth of 14,247 feet
into the Sespe formation.  Initial logging indicates more than 600
feet of net pay.  Testing and completion is expected to take at
least another week and then the well will begin production.

As announced in the offering memorandum relating to Venoco's
completed offering of its 8.75% Senior Notes due 2011, Venoco also
anticipates closing the purchase of all of the membership
interests of Marquez Energy LLC in February 2005.  According to
MELLC, its current average net production is approximately 550 BOE
per day.

Venoco estimates that its average net production for the 1st
quarter of 2005 will be approximately 12,500 BOE per day not
including the MELLC production.  Venoco has four re-drills planned
for its offshore operations in the 1st quarter of 2005.
Additionally, Venoco has 13 workovers and/or recompletions planned
in its Sacramento Basin fields along with four new wells.  Another
new well is planned for its operation in Texas at the Big Mineral
Creek field.

Venoco has completed a statutory merger in which a trust
controlled by Tim Marquez became the company's sole stockholder.

                      About the Company

Venoco is an independent energy company primarily engaged in the
acquisition, exploitation and development of oil and natural gas
properties, with offices in California and Denver, Colorado.
Venoco operates three offshore platforms in the Santa Barbara
Channel, two onshore properties in Southern California,
approximately 100 natural gas wells in Northern California and a
field in North Texas with approximately 70 wells.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004
Moody's assigned a Caa1 rating to Venoco Inc.'s proposed
$150 million of 7-year senior unsecured guaranteed notes, a B3
senior implied rating, and an SGL-3 liquidity rating, with a
stable rating outlook.  The rating notch between the note and
senior implied ratings reflects the notes' substantial potential
effective subordination, under multiple secured debt carve-outs in
the indenture, as well as important inherent borrowing base
redetermination powers of that bank debt.  The indenture permits
secured debt up to the greater of $80 million (in three baskets)
and 25% (in two baskets) of consolidated net tangible assets.
Venoco holds 57.9 mmboe of proven reserves, of which 69% is proven
developed (PD).

Venoco's outlook or ratings could strengthen if it demonstrates
sustainable sequential quarter production gains, amply supported
(stress tested) production and reserve replacement costs, and
avoids material additional leverage.  Venoco's year-end 2004 third
party reserve report, and its 2004 and 2005 10-K FAS 69 data will
also be important milestones.


VENOCO INC: Appoints William Schneider as President
---------------------------------------------------
Venoco, Inc., has named William "Bill" Schneider as President.
Mr. Schneider will be responsible for managing the company's
portfolio of assets as well as focusing on merger and acquisition
activities.  He will be based in Venoco's Denver office.

"Bill's wealth of experience in both the financial and energy
sectors is an excellent compliment to Venoco's strong asset base,"
said Tim Marquez, CEO and Chairman of the Board.  "His skills and
relationships in the industry will help us take Venoco to the next
level."

Mr. Schneider has over twenty years of experience including
investment banking, corporate finance, worldwide business
development, and corporate planning.  He has spent the last ten
years in investment banking, most recently as a Managing Director
for Harris Nesbitt's Energy Group where he advised numerous
companies on mergers and acquisitions in the Exploration &
Production, Power and Integrated Oil sectors.  Prior to his tenure
at Harris Nesbitt, Mr. Schneider was with Donaldson, Lufkin &
Jenrette and Smith-Barney.

Prior to banking, Mr. Schneider spent twelve years with Unocal
Corporation including managing corporate planning in Los Angeles
and investor relations in New York.

Mr. Schneider has a degree in Petroleum Engineering from Colorado
School of Mines and an MBA in finance from UCLA's Anderson
Graduate School of Management.

                        About the Company

Venoco is an independent energy company primarily engaged in the
acquisition, exploitation and development of oil and natural gas
properties, with offices in California and Denver, Colorado.
Venoco operates three offshore platforms in the Santa Barbara
Channel, has nonworking interests in three others, and also
operates two onshore properties in Southern California,
approximately 100 natural gas wells in Northern California and a
field in North Texas with approximately 70 wells.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Moody's assigned a Caa1 rating to Venoco Inc.'s proposed
$150 million of 7-year senior unsecured guaranteed notes, a B3
senior implied rating, and an SGL-3 liquidity rating, with a
stable rating outlook.  The rating notch between the note and
senior implied ratings reflects the notes' substantial potential
effective subordination, under multiple secured debt carve-outs in
the indenture, as well as important inherent borrowing base
redetermination powers of that bank debt.  The indenture permits
secured debt up to the greater of $80 million (in three baskets)
and 25% (in two baskets) of consolidated net tangible assets.
Venoco holds 57.9 mmboe of proven reserves, of which 69% is proven
developed (PD).

Venoco's outlook or ratings could strengthen if it demonstrates
sustainable sequential quarter production gains, amply supported
(stress tested) production and reserve replacement costs, and
avoids material additional leverage.  Venoco's year-end 2004 third
party reserve report, and its 2004 and 2005 10-K FAS 69 data will
also be important milestones.

The ratings are restrained by:

    (1) high leverage;

    (2) roughly 87% of net proceeds will not be reinvested in oil
        and gas activity, with 77% directly and indirectly funding
        outflows to shareholders;

    (3) Venoco's small size; high unit production and G&A costs
        and, as a medium gravity sour crude oil producer, price
        realizations of roughly $5/barrel below benchmark light
        sweet oil prices;

    (4) resulting risk in weaker price markets;

    (5) several years of falling reserves due to reduced
        investment, sizable negative reserve revisions, and
        production;

    (6) very high resulting recent reserve replacement costs (the
        long-term trend has been competitive);

    (7) uncertainty concerning how productive increased capital
        spending will be;

    (8) material offshore California plugging and abandonment
        costs;

    (9) a concentration of production and reserves in the
        politically sensitive California offshore; and

   (10) exposure to a pending Beverly Hills law suit, of uncertain
        merit, by residents claiming alleged exposure to cancer
        causing agents.


VERILINK CORP: Posts $2.2 Million Net Loss in Second Quarter
------------------------------------------------------------
Verilink Corporation (Nasdaq: VRLK), a leading provider of
broadband access solutions, reported its financial results for the
second quarter ended December 31, 2004.

Net sales were $13.3 million, an increase of 8% over the previous
quarter and 46% over the year ago Q2 fiscal 2004.  Net loss
computed in accordance with generally accepted accounting
principles (GAAP) for the second quarter of fiscal 2005 was
$2.2 million, compared to a net loss of $24.5 million for the
previous quarter and net income of $264,000 in the second quarter
of fiscal 2004.

Second quarter GAAP results included acquisition-related and other
items totaling $1.0 million, which includes intangible assets
amortization of $684,000, restructuring charges of $291,000, and
compensation expense of $36,000 related to restricted stock
awards.  Excluding the effects of these items, non-GAAP loss was
$1.1 million or $(0.05) per share, compared to a non- GAAP loss
for the previous quarter of $3.0 million or $(0.14) per share. For
the previous quarter, the net adjustments to reconcile to the GAAP
loss was an impairment charge related to goodwill of $20 million,
intangible assets amortization of $572,000, restructuring charges
of $443,000, compensation expense of $233,000 related to
restricted stock awards, and direct acquisition costs paid and
expensed of $287,000. Second quarter fiscal 2004 net income was
$479,000 or $0.03 per diluted share. For the year-ago quarter, the
net adjustment to reconcile to GAAP income was intangible assets
amortization, which totaled $215,000.

"The continued execution of our strategy to consolidate recent
acquisitions and prepare for opportunities for next generation
converged communications service access has resulted in increased
revenue and reduced losses," said Leigh S. Belden, President and
CEO of Verilink.  "During the quarter we made significant progress
in business development activities that we believe position us
well for continued growth. Chief among these activities was the
expansion of our international distribution and customer base, and
expansion of our interoperability activities with partners and
customers alike. We continued to experience strong sales of our
SHARK TDM IADs, and growth in our professional services business.
We believe Verilink continues to improve its position as the
partner of choice for access to next generation converged service
offerings. Further validating Verilink's unique value proposition,
our 8000 series IAD received the 'Product of the Year' award for
2004 by Internet Telephony Magazine and 'Hot Products for 2005' by
Xchange Magazine."

    Verilink Second Quarter 2005 Summary:

    -- Reported revenues of $13.3 million for Q2 fiscal 2005, a
       46% increase over the same period in fiscal 2004

    -- Improved gross margin by 5 percentage points on a
       sequential quarter basis to 36% in Q2

    -- Achieved another record quarter in shipments of SHARK IADs

    -- Professional Services revenues increased 15% on a
       sequential quarter basis

    -- New customer wins in Russia, Greece and Australia

    -- Significant interoperability certification activities with
       Sylantro, Broadsoft, Metaswitch, Nortel, General Bandwidth,
       and VocalData (Tekelec)

    -- 3000 Series, 8000 Series and WANsuite IADs added to
       Alcatel's world-wide CPE catalog

    -- 8000 Series IAD Awarded "Product of the Year" for 2004 by
       Internet Telephony Magazine; "Hot Products for 2005" by
       Xchange Magazine

    -- Renegotiated line of credit with RBC Centura Bank, borrowed
       the remaining $1.5 million available under the line of
       credit and complied with all the financial covenants as of
       quarter end

    -- Tim Anderson joined Verilink as Vice President and Chief
       Financial Officer, bringing 22 years of finance experience
       to Verilink, including broadband sector and public company
       experience

    -- Announced the move of the Company's headquarters to
       Centennial, CO in the metro Denver area

                        About the Company

Verilink Corporation is a leading provider of broadband access
solutions for today's and tomorrow's networks.  The company
develops, manufactures and markets a broad suite of products that
enable carriers (ILECs, CLECs, IXCs, and IOCs) and enterprises to
build converged access networks to cost- effectively deliver next-
generation communications services to their end customers.  The
company's products include a complete line of VoIP and TDM- based
integrated access devices (IADs), optical access products, wire-
speed routers, and bandwidth aggregation solutions including
CSU/DSUs, multiplexers and DACS. Verilink also provides turnkey
professional services to help carriers plan, manage and accelerate
the deployment of new services.  The company has operations in
Madison, AL, Aurora, CO and Newark, CA with sales offices in the
U.S., Europe and Asia.  To learn more about Verilink, visit the
company's website at http://www.verilink.com/

                          *     *     *

As required under Nasdaq Rule 4350(b), Verilink Corporation is
providing notice that the report of PricewaterhouseCoopers LLP,
the Company's registered independent public accounting firm, on
the Company's financial statements as of July 2, 2004, contains an
explanatory paragraph, which refers to uncertain revenue streams
and a low level of liquidity and notes that these matters raise
substantial doubt about the Company's ability to continue as a
going concern.


W.R. GRACE: Equity Deficit Widens to $588.4 Million at Dec. 31
--------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) reported that 2004 fourth quarter
sales totaled $589.1 million compared with $511.3 million in the
prior year quarter, an increase of 15.2%.  Revenue from higher
volumes and improved product mix accounted for about half of the
increase, with favorable currency translation, acquisitions and
price increases accounting for the remainder.

Grace reported a fourth quarter net loss of $487.4 million,
compared with a net loss of $49.5 million in the fourth quarter of
2003.  The 2004 fourth quarter includes a net pre-tax charge of
$570.7 million to account for certain terms and conditions under
Grace's proposed plan of reorganization filed in November 2004, as
amended on Jan. 13, 2005.  The charge includes an increase in the
recorded liability for asbestos-related litigation, net of
insurance recovery, of $476.6 million, and additional interest on
pre-petition debt and general unsecured claims of $94.1 million.
The asbestos-related charge conforms to a condition precedent to
confirmation of the Plan that the Bankruptcy Court shall have
found that the maximum amount necessary to fund Grace's asbestos-
related liabilities (including trust administration costs) does
not exceed $1,613 million.  The interest related charge is to
account for an increase in the rate to which general unsecured
creditors would be entitled under the Plan.

Pre-tax income from core operations in the fourth quarter of 2004
was $33.8 million compared with $51.3 million in the fourth
quarter of 2003, a 34.1% decrease.  The fourth quarter reflects
higher performance-related compensation as well as increases in
the costs of petroleum-based raw materials, transportation fuels,
energy and certain operating expenses.  These cost increases more
than offset added profit from higher sales and productivity
improvements.  "Our businesses continued to deliver solid sales
growth," said Grace's Chairman and Chief Executive Officer Paul J.
Norris.  "However, the cost of raw materials and energy increased
substantially in the quarter causing lower profit margins.
Actions have been taken to improve supply chain productivity and
to recognize the higher costs in our future selling prices."

For the full year 2004, Grace reported sales of $2,259.9 million,
a 14.1% increase over 2003.  Currency translation and acquisitions
accounted for 3.8 and 2.3 percentage points of the increase,
respectively.  Grace reported a net loss for the full year ended
December 31, 2004 of $402.3 million or $6.11 per share, compared
with a net loss of $55.2 million, or $0.84 per share, for 2003.
The 2004 net loss includes a $592.3 million pre-tax charge to
account for certain terms and conditions in the Plan and for
revised estimates of Grace's cost to resolve non-asbestos-related
contingent liabilities, and $18.0 million of Chapter 11-related
expenses.  Pre-tax income from core operations was $179.3 million
in 2004, compared with $148.7 million in 2003, a 20.6% increase.
Full year pre-tax operating margin was 7.9%, about 0.4 percentage
points higher than last year. The increase in 2004 operating
profit and margins was attributable principally to strong sales
growth across all product lines and productivity gains in
manufacturing processes; offset by higher costs for pensions,
certain raw materials and energy.  "We are very pleased with our
business progress and results for 2004" said Mr. Norris.  "We also
saw progress in our Chapter 11 proceedings with the filing of our
reorganization plan in the fourth quarter.  We hope that this
filing and related motions will be viewed favorably by the
Bankruptcy Court and will accelerate our exit from Chapter 11."

                         Core Operations

Davison Chemicals

Refining Technologies and Specialty Materials

Fourth quarter sales for the Davison Chemicals segment were $319.7
million, up 17.5% from the prior year quarter, mainly reflecting
volume increases from growth programs, improved economic
conditions, and acquisitions.  Excluding the effects of favorable
currency translation, sales were up 14.2% for the quarter.  Sales
of refining technologies products, which include fluid cracking
catalysts, hydroprocessing catalysts and performance additives,
were $177.4 million in the fourth quarter, up 16.7% compared with
the prior year quarter (14.7% after accounting for favorable
currency translation).  The increase resulted from volume gains
particularly in Europe, favorable product mix factors as customers
move to higher performing catalysts, and added revenue from the
contractual pass-through of commodity metals costs.  Sales of
specialty materials products, which include silica-based
engineered materials, specialty catalysts and separations
products, were $142.3 million, up 18.4% compared with the fourth
quarter of 2003, primarily attributable to sales from the
acquisition of Alltech International Holdings, Inc., completed in
August and favorable currency translation which accounted for 10.7
and 4.9 percentage points, respectively.  Operating income of the
Davison Chemicals segment for the fourth quarter was $36.1
million, 7.0% lower than the 2003 fourth quarter.  Operating
margin was 11.3%, lower than the prior year quarter by 3.0
percentage points.  The decrease in operating income and margin
was caused primarily by substantially higher costs of raw
materials and energy, offset by improved sales in North America,
Europe and Asia as well as favorable foreign currency translation.

Full year sales for the Davison Chemicals segment were $1,192.2
million, up 14.6% from 2003 (excluding currency translation
impacts, sales were up 10.8%).  Full year operating income was
$148.2 million, compared with $118.9 million for the prior year, a
24.6% increase, with 5.9 percentage points attributable to
favorable foreign currency translation.  Full year operating
results reflect favorable economic conditions, product mix factors
and cost structure improvements, offset by the higher raw material
and energy costs in the fourth quarter.

Performance Chemicals

Construction Chemicals, Building Materials, and Sealants and
Coatings

Fourth quarter sales for the Performance Chemicals segment were
$269.4 million, up 12.7% from the prior year quarter.  Favorable
currency translation accounted for 2.8 percentage points of the
increase. Sales of specialty construction chemicals, which include
concrete admixtures, cement additives and masonry products, were
$138.9 million, up 12.7% versus the year-ago quarter (10.0%
excluding favorable currency translation).  Sales were up in all
geographic regions, mainly reflecting the continued success of
growth initiatives. Sales of specialty building materials, which
include waterproofing and fire protection products, were $64.1
million, up 21.2% compared with the fourth quarter of 2003 (up
18.5% excluding favorable currency translation impacts).  The
fourth quarter results reflect strong sales of waterproofing
materials, particularly roofing underlayments and flashing tapes
in North America and specialty below-grade waterproofing
worldwide. Sales of specialty sealants and coatings, which include
container sealants, coatings and polymers, were $66.4 million, up
5.4% compared with the fourth quarter of 2003 (2.5% after
excluding favorable currency translation impacts).  The increase
was primarily attributable to higher volumes of coatings products
and Daraform(R) closure sealants in Europe, Asia and Latin
America. Operating income for the Performance Chemicals segment
was $25.8 million, down 17.8% compared with a strong prior year
quarter.  This reflected increased raw material costs, as well as
higher operating expenses to support the strong business growth in
2004.  Operating margin of 9.6% was 3.5 percentage points lower
than the 2003 fourth quarter margin, attributable to higher raw
material and transportation costs and higher operating expenses,
partially offset by productivity gains.

Full year sales of the Performance Chemicals segment were $1,067.7
million, up 13.5% from 2003 (excluding currency translation
impacts, sales were up 9.7%).  Full year operating income was
$131.8 million compared with $107.9 million for the prior year, a
22.2% increase, reflecting strong sales in all geographic regions
and positive results from productivity and cost containment
initiatives.

               Corporate Costs and Other Matters

Fourth quarter corporate costs related to core operations were
$28.1 million compared with $18.9 million in the prior year
quarter; full year corporate costs were $100.7 million compared
with $78.1 million last year. The fourth quarter and full year
increases are attributable primarily to higher performance-related
compensation from the significant increase in operating income.

Also in the fourth quarter, Grace recorded a liability of $82.0
million to account for the tax on undistributed earnings of
certain foreign subsidiaries that are likely to be repatriated in
connection with the expected cash requirements of the Plan. These
earnings can no longer be considered retained indefinitely by such
subsidiaries for reinvestment.

                     Cash Flow and Liquidity

Grace's full year cash flow provided by operating activities was
$318.5 million for 2004, compared with $110.9 million for the
comparable period of 2003.  Full year pre-tax income from core
operations before depreciation and amortization in 2004 was $288.1
million, 14.5% higher than 2003.  These results reflect the higher
income from core operations described above. Cash used for
investing activities was $131.1 million in 2004, primarily for
capital replacements and business acquisitions.  Also, Grace
contributed $20.0 million to its qualified U.S. pension plans as
permitted by a Bankruptcy Court order issued in August.

At December 31, 2004, Grace had available liquidity in the form of
cash ($510.4 million), net cash value of life insurance ($96.0
million) and unused credit under its debtor-in-possession facility
($183.8 million). Grace believes that these sources and amounts of
liquidity are sufficient to support its strategic initiatives and
Chapter 11 proceedings for the foreseeable future.

                      Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.
Grace's non-U.S. subsidiaries and certain of its U.S. subsidiaries
were not part of the Filing.  Since the Filing, all motions
necessary to conduct normal business activities have been approved
by the Bankruptcy Court.

As previously reported, on Nov. 13, 2004 Grace filed its proposed
Plan, as well as several associated documents, including a
disclosure statement, with the Delaware Bankruptcy Court.  These
documents were amended on Jan. 13, 2005.  Copies of the Plan and
related documents may be obtained through the Bankruptcy Court.
Grace's Consolidated Financial Statements for the fourth quarter
and year ended Dec. 31, 2004, reflect adjustments to conform to
the Plan as follows:

   -- An accrual and charge of $713.2 million to increase Grace's
      recorded asbestos-related liability to that which is
      reflected as the maximum amount allowed under the conditions
      precedent to the Plan.  This charge increases Grace's
      recorded asbestos-related reserve as of December 31, 2004 to
      $1,700 million.

   -- An asset and credit of $236.6 million to increase Grace's
      estimate of insurance proceeds to which it would be entitled
      to an aggregate of $500.0 million, based on an assumed
      asbestos-related liability of $1,700 million as described
      above.

   -- An accrual and charge of $94.1 million to increase Grace's
      estimate of interest to which general unsecured creditors
      would be entitled under the Plan based on revised
      eligibility and interest rates that generally apply as
      follows:

         -- 6.09% compounded quarterly on bank debt,

         -- contractual rates on qualified claims as defined in
            the Plan, and

         -- 4.19% compounded annually on other qualified allowed
            claims.

   -- An asset and credit of $151.7 million for net income tax
      benefits related to the items described above.  The net pre-
      tax effect of the above items was a $570.7 million charge to
      reflect the net liability aspects of the Plan.  The
      deferred tax benefit on this net liability is $199.7 million
      at a statutory rate of 35%.  Of this amount, $48.0 million
      exceeds Grace's analysis of the tax assets that can be
      realized under conservative scenarios of future taxable
      income (exclusive of the tax effects under the litigation
      settlements with Sealed Air Corporation and Fresenius
      Medical Care).  Accordingly, a valuation allowance of $48.0
      million has been recorded against the total of Grace's
      deferred tax assets.

No accounting has been made for the assets available to fund
Grace's asbestos-related and other liabilities under the
litigation settlements with Sealed Air Corporation and Fresenius
Medical Care as such agreements are subject to conditions which,
although expected to be met, have not been satisfied and approved
by the Bankruptcy Court.  The value available under these
litigation settlement agreements, as measured at Dec. 31, 2004,
was $1,165.7 million comprised of $115.0 million in cash from
Fresenius and $1,050.7 million in cash and stock from Sealed Air.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental claims, tax matters and
other obligations) are subject to compromise under the Chapter 11
process.  The Chapter 11 proceedings, including related litigation
and the claims valuation process, could result in allowable claims
that differ materially from recorded amounts.  Grace will adjust
its estimates of allowable claims as facts come to light during
the Chapter 11 process that justify a change, and as Chapter 11
proceedings establish court-accepted measures of Grace's noncore
liabilities.  See Grace's recent Securities and Exchange
Commission filings for discussion of noncore liabilities and
contingencies.

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.

At Dec. 31, 2004, W.R. Grace's balance sheet showed a
$588.4 million stockholders' deficit, compared to a $163.8 million
deficit at Dec. 31, 2003.


W.R. GRACE: Court Restricts Equity Trading to Preserve NOLs
-----------------------------------------------------------
In order to preserve the future tax benefits related to its
significant U.S. federal net operating losses, W.R. Grace has
obtained a Bankruptcy Court order imposing notice requirements and
potential restrictions on stock acquisitions by those persons or
entities that:

     (i) currently own 4.75% or more of Grace common stock or

    (ii) seek to acquire 4.75% or more of Grace common stock.

Pursuant to the order, Grace has the right to object in Bankruptcy
Court to such persons or entities acquiring Grace common stock if
such acquisition would pose a material risk of adversely affecting
Grace's ability to utilize its NOLs.  Under U.S. tax rules, NOLs
are subject to potentially severe limitations in the event of
ownership changes triggering a change in control (as defined under
the Internal Revenue Code).  The order will remain in effect until
Grace emerges from Chapter 11.

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.


WESTPOINT STEVENS: Court Approves T-Ink License Agreement
---------------------------------------------------------
To recall, T-Ink, Inc., WestPoint Stevens, Inc., and its debtor-
affiliates engaged in extensive discussions regarding the
potential applications of the T-Ink technology within the textile
industry.  After good faith and arm's-length negotiations, the
Debtors were able to reach an agreement for licensing the T-Ink
technology.

The License Agreement will allow them to take advantage of a
unique opportunity to expand their product line and increase
market share.  The Debtors have historically been at the forefront
of integrating new technology in the manufacturing and
augmentation of their products, through ownership of their own
patents and trademarks as well as through licensing agreements.
The T-Ink License Agreement presents a unique opportunity for the
Debtors to create a new market and introduce new products with
interactive technology into the textile industry.

*   *   *

The United States Bankruptcy Court for the Southern District of
New York gave the Debtors permission to enter into T-Ink License
Agreement.

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)


WORLDSPAN L.P.: Discloses Refinancing Transactions
--------------------------------------------------
Worldspan, L.P. and WS Financing Corp. disclosed their intention
to issue under Rule 144A and Regulation S up to $350 million
senior second lien secured floating rate notes and to refinance
their existing senior secured credit facilities with a new
$440 million senior credit facility, consisting of term loans in
the aggregate of $400 million and a $40 million revolving credit
facility.

The gross proceeds of the Refinancing Transactions will be used to
finance the cash tender offer and consent solicitation launched
for the Issuers' outstanding 9-5/8% Senior Notes due 2011,
refinance the Issuers' existing senior secured indebtedness,
redeem up to the full amount of the preferred stock issued by
Worldspan's parent corporation, Worldspan Technologies, Inc. --
WTI, prepay and terminate sponsor advisory fees and dividends on
WTI's Class B Common Stock and pay related fees and expenses of
the Refinancing Transactions.  Any remaining proceeds from the
Refinancing Transactions are intended to be used for general
corporate purposes.

Worldspan -- http://worldspan.com/-- is a leader in travel
technology services for travel suppliers, travel agencies, e-
commerce sites and corporations worldwide.  Utilizing some of the
fastest, most flexible and efficient networks and computing
technologies, Worldspan provides comprehensive electronic data
services linking approximately
800 travel suppliers around the world to a global customer base.
Worldspan offers industry-leading Fares and Pricing technology
such as Worldspan e-Pricingr, hosting solutions, and customized
travel products.  Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
technology like Worldspan Go!(R) and Worldspan Trip Manager(R).
Worldspan is headquartered in Atlanta, Georgia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 06, 2004,
Moody's Investors Service has confirmed Worldspan's B1 guaranteed
secured bank credit facility rating, B2 guaranteed senior note
rating, and Caa1 subordinated note (Seller Notes) rating.  The
rating action concludes a review for possible upgrade initiated on
June 4, 2004 and is in response to Worldspan's announcement on
June 29, 2004 that its anticipated IPO has been postponed.
The rating outlook is stable.

As reported in the Troubled Company Reporter on April 7, 2004,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Worldspan L.P. on CreditWatch
with positive implications, reflecting the S-1 filing by its
parent, Worldspan Technologies Inc., for an initial public
offering of up to $315 million of common stock.  Proceeds will be
used primarily to repay debt.


WORLDSPAN L.P.: Commences Tender Offer for 9-5/8% Senior Notes
--------------------------------------------------------------
Worldspan, L.P. and WS Financing Corp. have commenced a cash
tender offer and consent solicitation for any and all of their
outstanding 9-5/8% Senior Notes due 2011 (CUSIP Nos. 98158EAA1 and
98158EAB9).  There are currently $280 million aggregate principal
amount of Notes outstanding.

In conjunction with the tender offer, the Issuers are also
soliciting the consent of holders of the Notes to the elimination
of substantially all of the restrictive covenants and certain
default provisions in the indenture governing the Notes.  The
proposed amendments to the indenture require the consent of a
majority in aggregate principal amount of outstanding Notes not
owned by the Issuers or their affiliates to be adopted.  Holders
cannot tender their Notes without delivering a consent and cannot
deliver a consent without tendering their Notes.

The tender offer and consent solicitation are made upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated January 25, 2005, and the related
Letter of Transmittal and Consent.  The tender offer will expire
at 11:59 p.m., New York City time, on February 22, 2005, unless
extended or terminated.  The consent solicitation will expire at
5:00 p.m., New York City time, on February 4, 2005, unless
extended.  Holders who tender Notes before the Consent Date and do
not withdraw such Notes prior to the execution of the supplemental
indenture will receive the total purchase price, which includes a
consent payment plus accrued an unpaid interest up to but not
including the initial settlement date.

The total purchase price for each $1,000 principal amount of the
Notes validly tendered and accepted for purchase by the Issuers
pursuant to the tender offer and consent solicitation will be
calculated on February 4, 2005, based upon a fixed spread of
50 basis points over the yield on the 3-1/8% U.S. Treasury Note
due May 15, 2007. The total purchase price includes a consent
payment equal to $30.00 per $1,000 principal amount of Notes.

Holders who validly tender their Notes after the Consent Date and
before the Expiration Date and do not withdraw the Notes will
receive the total purchase price minus the consent payment.
Additionally, holders will receive any accrued but unpaid interest
up to but not including the applicable settlement date.
Consummation of the tender offer and consent solicitation, and
payment of the tender offer consideration and consent payment, is
subject to the satisfaction or waiver of various conditions
described in the Offer to Purchase and Consent Solicitation
Statement.

The Issuers have retained J.P. Morgan Securities, Inc., to serve
as Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation.  Requests for documents may be directed to
MacKenzie Partners, Inc., the Information Agent, by telephone at
(212) 929-5500 (collect) or (800) 322-2885 (toll free), or in
writing at 105 Madison Avenue, New York, New York 10016.

Questions regarding the tender offer may be directed to Leonard
Carey, High Yield Capital Markets, of J.P. Morgan Securities,
Inc., at (212) 270-9769 (collect).

Worldspan -- http://worldspan.com/-- is a leader in travel
technology services for travel suppliers, travel agencies, e-
commerce sites and corporations worldwide.  Utilizing some of the
fastest, most flexible and efficient networks and computing
technologies, Worldspan provides comprehensive electronic data
services linking approximately
800 travel suppliers around the world to a global customer base.
Worldspan offers industry-leading Fares and Pricing technology
such as Worldspan e-Pricingr, hosting solutions, and customized
travel products.  Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
technology like Worldspan Go!(R) and Worldspan Trip Manager(R).
Worldspan is headquartered in Atlanta, Georgia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 06, 2004,
Moody's Investors Service has confirmed Worldspan's B1 guaranteed
secured bank credit facility rating, B2 guaranteed senior note
rating, and Caa1 subordinated note (Seller Notes) rating.  The
rating action concludes a review for possible upgrade initiated on
June 4, 2004 and is in response to Worldspan's announcement on
June 29, 2004 that its anticipated IPO has been postponed.
The rating outlook is stable.

As reported in the Troubled Company Reporter on April 7, 2004,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Worldspan L.P. on CreditWatch
with positive implications, reflecting the S-1 filing by its
parent, Worldspan Technologies Inc., for an initial public
offering of up to $315 million of common stock.  Proceeds will be
used primarily to repay debt.


* Lisa Rich Joins Sheppard Mullin as Legislative Affairs Director
-----------------------------------------------------------------
Lisa Rich has joined the Washington, D.C. office of Sheppard,
Mullin, Richter & Hampton LLP as director of legislative affairs.
Ms. Rich represents clients in all aspects of the legislative
process, including lobbying members of Congress and senior
officials of the Executive Branch.

Edward Schiff, managing partner of the Washington, D.C. office,
said, "We are very pleased to welcome Lisa, who brings over 10
years of congressional and government relations experience to
Sheppard Mullin.  Her legislative and political background adds a
great deal of value to the service and counsel we bring to
clients, especially in the areas of white collar defense and
antitrust."

Commented Ms. Rich, "I look forward to providing clients with
legislative representation in Sheppard Mullin's growing D.C.
office.  I am also excited about working with my former colleague
Roscoe Howard, who left his post as D.C.'s U.S. Attorney to join
the firm last year."

Mr. Rich's efforts on behalf of her clients incorporate all
aspects of legislative representation, including:

   -- drafting legislation, analyzing legislative history, and
      testimony;

   -- preparing witnesses for hearings;

   -- testifying on behalf of clients before congressional
      committees;

   -- monitoring legislative hearings, mark-ups, and other
      activities to keep clients advised of the current status of
      legislation and anticipated legislative initiatives;

   -- analyzing legislative proposals;

   -- developing and coordinating overall legislative strategy,
      tactics, and advocacy;

   -- counseling regarding compliance with the Lobbying Disclosure
      Act, gift rules and federal election laws; and

   -- lobbying administrative agencies.

Ms. Rich previously served as Congressional Liaison at the United
States Sentencing Commission, where she coordinated the
Commission's legislative agenda and interacted with the United
States Senate and House of Representatives regarding criminal
sentencing policy.  While with the United States Sentencing
Commission, she also interacted with the United States Departments
of Justice, Transportation, and Homeland Security as well as the
Drug Enforcement Administration and numerous other federal
agencies with interests common to those of the Sentencing
Commission.

During her career, Ms. Rich has served on several special
Congressional Committees where she investigated matters for the
legislative branch including allegations regarding the release of
American hostages in Iran, American arms shipments to Bosnia, and
improper federal political contributions by the Teamsters.
Outside of her legislative branch work, she also worked for
several Independent Counsel investigations requiring interaction
with numerous national and international law enforcement agencies,
executive branch offices, and intelligence agencies including the
Central Intelligence Agency, the Federal Bureau of Investigation,
and the National Security Agency.

Ms. Rich graduated from American University Washington School of
Law in 1998 and earned a bachelor's degree, summa cum laude, from
St. Andrews Presbyterian College in 1990.

            About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton, LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax, Employee Benefits, Trusts and Estate Planning; and White
Collar Defense.  The firm was founded in 1927.

                          *********

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.

                *** End of Transmission ***