TCR_Public/050228.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, February 28, 2005, Vol. 9, No. 49

                          Headlines

ADELPHIA COMMS: Rigases Wants $900,000 More from Defense Costs
ALASKA COMMS: Incurs $7.1 Million Net Loss in 2004 Fourth Quarter
ALLEGHENY ENERGY: Moody's Lifts Sr. Unsec. Rating to B1 from B2
ALLIED WASTE: Fitch Junks New Three-Year Convertible Pref. Stock
ALOHA AIRLINES: Closing in on $60 Million Annual Cost-Savings

ALTERNATIVE LOAN: S&P Raises Rating on Class B-3 to A from BB
AMERICA WEST: S&P Puts B- Rating on CreditWatch Negative
AMERICAN AIRLINES: S&P Puts B- Rating on CreditWatch Negative
AMERICAN BANKNOTE: Judge Walsh Approves Disclosure Statement
AMERICAN SAFETY: S&P Puts B Corporate Credit Rating to Negative

AMERICAN WOOD: Trustee Wants Case Dismissed or Converted to Ch. 7
ANIXTER INC: S&P Puts BB+ Rating on $200 Million Senior Notes
ANIXTER INT'L: Moody's Puts Ba1 Rating on $200MM Sr. Unsec. Notes
ARBELLA MUTUAL: S&P Raises Credit Ratings to 'BBBpi' from 'Bbpi'
ARMSTRONG WORLD: Agrees to Settle Environmental Claims for $8M+

ASTRIS ENERGI: Inks Plasma Environmental Co-Venture Agreement
ATA AIRLINES: Judge Lorch Approves Compass Advisers as Advisor
AVAYA INC: $400 Million Unsecured Revolving Facility Completed
BETHLEHEM STEEL: Health Care Benefits Will be Restored to Mar. 1
BIOVAIL CORP: Invests $27.6 Million to Expand Manitoba Facility

BOMBARDIER CAPITAL: S&P's Class B-2 Rating Tumbles to D from CC
C-BASS MORTGAGE: S&P Raises Rating on Class B-3 to BB+ from BB
CALPINE CORP: Incurs $172.8 Million Net Loss in Fourth Quarter
CARLIN MESSENGER: Voluntary Chapter 11 Case Summary
CHIQUITA BRANDS: Moody's Reviewing B2 Senior Unsecured Rating

CHL MORTGAGE: S&P Raises Six Classes of Low-B Rated Loans
CITICORP MORTGAGE: Fitch Assigns Single B Rating on $1M Cert.
COMMUNITY HEALTH: Posts $40.2 Million of Net Income in 4th Quarter
CONSTRUX CONSTRUCTION: First Creditors Meeting Slated for Mar. 18
CONTINENTAL AIRLINES: S&P Puts B Rating on CreditWatch Negative

CRITICAL PATH: Equity Deficit Widens to $110 Million at Dec. 31
DESERET MUTUAL: S&P Cuts Credit Rating to 'Bpi' from 'BBpi'
DOCTORS COMPANY: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
DOTRONIX INC: Dried-Up Credit Line Triggers Going Concern Doubt
DRUG ROYALTY: S&P Puts BB Rating on $9.9 Million Class C Notes

ENTERPRISE PRODUCTS: TEPPCO Purchase Doesn't Affect S&P BB+ Rating
EVOLVED DIGITAL: Closes $8.2 Mil. Private Debt & Equity Placements
EXTENDICARE HEALTH: Posts $39.1 Million Net Income in 4th Quarter
EXTENDICARE INC: Earns $58.9 Million of Net Income in 4th Quarter
FRIEDMAN'S: Landlords Object to Extension of Lease Decision Period

GRUPO TMM: Incurs $13.1 Million Net Loss in Fourth Quarter
INTERSTATE BAKERIES: Glenview Capital Discloses 7.9% Equity Stake
INTERTAPE POLYMER: Holding 4th Quarter Conference Call on Mar. 14
J & J PLASTICS INC: Case Summary & 22 Largest Unsecured Creditors
JOSEPH G. ROCHE: Beyers Costin Approved as Lead Bankruptcy Counsel

KAISER ALUMINUM: Wants to Enforce Pact with Rio Tinto & Comalco
KNIGHTHAWK INC: Raising $1 Million from Private Equity Placements
LEVI STRAUSS: Fitch Revises Outlook of Junk Rating to Stable
LB COMMERCIAL: Fitch Lowers $17.3 Mil. 1998-C1 Certificate to CC
LEMONTONIC INC: Appoints Kaleil Isaza Tuzman to Board of Directors

LIN TELEVISION: S&P Puts BB Rating on $330 Million Credit Facility
MERISTAR COMMERCIAL: S&P Lowers Low-B Ratings on Classes C & D
MIRANT CORP: Enbridge Holds Allowed $1.5 Million Unsecured Claim
MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 Mortgage Certs.
MORGAN STANLEY: S&P Junks Class N Certificates

NORTH AMERICAN: U.S. Trustee Picks 5-Member Creditors Committee
NORTHWEST AIRLINES: S&P Puts B Rating on CreditWatch Negative
OVERSEAS SHIPHOLDING: Earns $401 Million of Net Income in 2004
OWENS CORNING: Replies to Banks' Asbestos Estimation Brief
PACIFIC ENERGY: Utilities Commission Okays Anschutz Interest Sale

PENN NATIONAL: Moody's Puts B3 Rating on $200 Mil. Sr. Sub. Notes
PENN NATIONAL: S&P Puts BB- Rating on $2.725 Billion Senior Loan
QWEST COMMS: CEO & CFO to Present Post Earnings Briefing Tomorrow
RICHMOND REDEVELOPMENT: Moody's Affirms Ba3 Rating on $5.6MM Bonds
RIVERSIDE FOREST: Offers to Purchase Back 7-7/8% Senior Notes

RUSSEL METALS: Earns $43.5 Million of Net Income in Fourth Quarter
SANDITEN INVESTMENTS: Case Summary & Largest Unsecured Creditors
SAXON ASSET: S&P Affirms B Rating on Class BF-1
SILGAN HOLDINGS: S&P Affirms BB Corp. Credit Rating & Pos. Outlook
SOLUTIA INC: Kirkland & Ellis Replaces Gibson Dunn as Counsel

STRATOS GLOBAL: Buys Back 11,929,425 Shares for Cancellation
SUPERIOR WHOLESALE: Fitch Puts BB+ Rating on $52.198 Mil. Notes
TELESYSTEM INT'L: Earns $4.9 Million of Net Income in 4th Quarter
TENGTU INT'L: Equity Deficit Widens to $5,805,648 at December 31
TENNECO AUTOMOTIVE: New Senior Loan Pricing to Save $4 Million

UAL CORP: Miami Asks Court to Lift Stay to Recover Insurance Funds
ULTIMATE ELECTRONICS: Equity Holders Tap Chanin as Fin'l Advisor
US AIRWAYS: Wants to Implement E.D.N.Y. Court Judgment
USG CORP: Board Ratifies 2004 Bonus Award to Executive Officers
VARTEC TELECOM: Will Sell Addison I & II for $12.5 Million to SPI

VERTIS INC: S&P Lowers Corporate Credit Rating to B from B+
WESTERN OIL: Names R. Oliphant to Board as Two Directors Resign
WHITING PETROLEUM: Posts $32.6M of Net Income in Fourth Quarter
WOLVERINE TUBE: Incurs $1.5 Million Net Loss in 2004 4th Quarter
W.R. GRACE: Wants to Expand Scope of Woodcock's Legal Services

YUKOS OIL: Asks Bankruptcy Court to Reconsider Dismissal Order

* Alvarez & Marsal's Welcomes Philip Kruse as Managing Director
* Frawley Joins Crawford & Company as Executive Vice President

* BOND PRICING: For the week of February 28 - March 4, 2005

                          *********

ADELPHIA COMMS: Rigases Wants $900,000 More from Defense Costs
--------------------------------------------------------------
Former directors and officers of Adelphia Communications Corp. and
Adelphia Business Solutions, Inc., John J. Rigas, Timothy J.
Rigas, James P. Rigas and Michael J. Rigas seek payment of
additional defense costs under certain directors' and officers'
liability insurance policies purchased by the Debtors.

The Rigases face over 40 civil individual and class action suits.

The Rigases sought coverage for Defense Costs under the D&O Policy
issued by Associated Electric & Gas Services Limited.  The parties
negotiated an agreement for interim funding of the insured cases.

In addition to being named defendants in the numerous class
actions, the Rigases are also named as additional defendants in an
action brought by ACOM against Deloitte & Touche in the
Philadelphia Court of Common Pleas.  Discovery is proceeding apace
in the Deloitte Action.  In order to access a database of
documents relevant to the case established by an Adelphia-chosen
provider, the Rigases will need to pay $40,000 per month.  It is
anticipated that defense costs in the Deloitte Action alone will
exceed $100,000 per month for the foreseeable future.

Michael Rigas' criminal counsel recently resigned because he
joined a firm representing ACOM in the Deloitte Action.  Michael
Rigas is in the process of securing replacement criminal counsel.

James Rigas has never been indicted for any criminal offense.

A jury in a criminal case returned verdicts convicting John and
Timothy Rigas of some counts and acquitting them of others,
acquitting Michael Rigas of some counts and unable to reach a
verdict on the other counts as to Michael Rigas.

The Rigases ask the U.S. Bankruptcy Court for the Southern
District of New York to allow AEGIS to advance an additional
$300,000 for James Rigas and $600,000 for Michael Rigas -- the
$300,000 requested before the verdict and an additional $300,000.

According to Lawrence G. McMichael, Esq., at Dilworth Paxson LLP,
in Philadelphia, Pennsylvania, the payment of the initial $300,000
to Michael Rigas would be consistent with the Court's
June 24, 2004, decision allocating defense costs to officers and
directors not criminally convicted.  The additional $300,000 each
to Michael and James Rigas reflects the need for substantial
defense costs in the next few months and should eliminate the need
for the Rigases to burden the Court with numerous repetitive
requests.

"Due to the modest size of the request for additional payment of
Defense Costs, there will be no threat to the Debtors'
reorganization efforts because the D&O Policies would be virtually
unaffected by draw down of the size contemplated by the Motion.
There is no 'material risk of depletion' because the $900,000
requested represents only 1.8% of the coverage available under the
D&O Policies," Mr. McMichael says.

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


ALASKA COMMS: Incurs $7.1 Million Net Loss in 2004 Fourth Quarter
-----------------------------------------------------------------
Alaska Communications Systems Group, Inc., (Nasdaq:ALSK) reported
financial results for its fourth quarter and year-ended
December 31, 2004.

"At the beginning of 2004, we set strategic priorities to shape
ACS into a customer-driven operation, capitalize on the
under-served wireless market with 3G CDMA technology, demonstrate
growth and generate cash," stated Liane Pelletier, ACS president
and chief executive officer.  "ACS' execution is evident in our
fourth quarter results, which include a fifth consecutive quarter
of record wireless subscriber growth, an increase in our total
retail relationships by 7,800 to 397,000 and strong cash
generation with $19.1 million provided from operating activities."

Ms. Pelletier added, "Another goal was to favorably position the
company to avail itself of timely financing opportunities.  Having
developed a strong performance track record as the only
statewide-integrated service provider in Alaska that owns local
and long distance, Internet and wireless facilities, this month
ACS substantially completed several capital markets transactions
to provide the company greater financial flexibility and improved
cash flow."

                 Recent Financing Transactions

In February, ACS issued and sold a total of 8,823,530 shares of
its common stock at a public offering price of $8.50 per share.
ACS received total net proceeds from the sale of such shares,
after underwriting discounts, of approximately $71 million.  In
addition, ACS entered into a new $380 million senior secured
credit facility, consisting of a $335 million term loan facility
and an undrawn $45 million revolving credit facility.  Term loan
borrowings under the new senior credit facility generally bear
interest at LIBOR plus 200 basis points, compared to term loan
borrowings under the previous senior credit facility, which bore
interest at an annual rate of LIBOR plus 325 basis points.

ACS repaid its total outstanding balance of $198.0 million under
its previous senior secured credit facility, repurchased
approximately $59.4 million outstanding principal amount of its
9.875% senior notes due 2011, and repurchased or called for
redemption the full $147.5 million outstanding principal amount of
its 9.375% senior subordinated notes due 2009.

David Wilson, ACS senior vice president and chief financial
officer, said, "The recent series of debt and equity transactions
we completed in February 2005 have de-levered our balance sheet
and substantially lowered our borrowing costs.  As a result, we
look forward to significantly lower interest expense and increased
cash flow in 2005.

"Also, during the fourth quarter, we initiated a dividend program
and declared our first quarterly dividend of $0.185 per share,
which was paid on January 19, 2005 to stockholders of record at
the close of business on December 31, 2004.  Building on the
success of this program, we are considering implementing a
dividend reinvestment plan, which will offer investors the option
to reinvest their dividends in ACS stock.  Our dividend program is
a key part of our strategy to share with our stockholders the
benefits of the cash flow generating aspects of our business and
to seek to offer investors growth and income."

                 Quarterly Financial Highlights

For the fourth quarter ending December 31, 2004, revenues were
$75.1 million, which represented a 3.3 percent increase over
fourth quarter 2003 revenues of $72.8 million, adjusted to exclude
revenues from the discontinued State of Alaska contract.
Including the State of Alaska contract revenues, reported revenues
for the fourth quarter of 2003 were $77.2 million.  Wireless
subscribers grew at a record pace for the fifth consecutive
quarter and wireless revenue rose to $15.4 million this quarter
compared to $11.7 million a year ago.

Also during the fourth quarter of 2004 compared to the fourth
quarter of 2003:

   -- Net loss declined to $7.1 million from $17.2 million and to
      a loss of $0.23 per share from $0.58 per share;

   -- Adjusted EBITDA increased to $26.2 million from
      $24.1 million; and

   -- Interest expense declined to $12.2 million from
      $20.0 million due to an $8.0 million charge for the early
      extinguishment of an interest rate swap in the fourth
      quarter of 2003.

Mr. Wilson added, "Our focus on streamlining business operations
is paying off, as we generated $19.1 million in cash from
operating activities in the fourth quarter, following up on our
strong results of $15.5 million in cash from operating activities
in the third quarter.  ACS closed the quarter with a cash balance
of $85.9 million, and we are continuing to mine opportunities to
improve cash generation.  Recently, we organized process
improvement teams as part of our strategy to drive cash flow;
these teams will help ACS absorb and fund the growth of our
underlying business and will also enhance the customer
experience."

             Fourth Quarter 2004 Metric Highlights

   -- Increased total number of retail customer relationships
      across all product lines by approximately 7,800 to over
      397,000 total, a doubling of net addition growth rate
      compared to the third quarter of 2004.

   -- Added over 5,100 wireless subscribers, growing 5.4 percent
      compared to the third quarter of 2004 and bringing the total
      to over 100,600 wireless subscribers. Churn remained low at
      1.7 percent per month.

   -- Recorded wireless average revenue per unit (ARPU) of $45.42
      compared to the seasonally stronger third quarter wireless
      ARPU of $47.43.

   -- Increased digital subscriber lines (DSL) 9.4 percent to over
      24,700 compared to the third quarter of 2004 as a result of
      consumer and business bundling programs.

   -- Increased long distance subscribers over 2,700 to 47,050
      customers, a 6.1 percent increase compared to the third
      quarter of 2004, principally as a result of a focused
      selling effort and the bundling of the long distance product
      with other ACS services.

   -- Recorded over 295,000 access lines representing a decrease
      of approximately 6,300 lines, or 2.1 percent, compared to
      the third quarter of 2004, which is in line with company
      expectations and reflective of industry trends.

Mr. Wilson commented, "Wireless continues to be a key driver of
growth for ACS.  Supporting the momentum and economics of the
business are four key factors where we are delivering compelling
results and that demonstrate both the strength of our product
offerings and customer loyalty.  We are rapidly growing the
absolute number of wireless subscribers, and we recorded our fifth
consecutive quarter of record growth in subscribers.  Wireless
ARPU, allowing for normal seasonal factors, is moving higher in
conjunction with the depth of our product offerings and was up
14.7 percent to $45.42 compared to the fourth quarter of last
year.  The cost of gross additions is consistently low for ACS and
was less than $200 per subscriber in the fourth quarter, or a 50
percent cost advantage over market leaders in the lower 48 states.
Lastly, our industry-leading churn rate remains consistently low
and came in at 1.7 percent per month for the latest quarter."

                    Annual Financial Review

For the year ending December 31, 2004, total revenues were
$302.7 million, which represented a 3.6 percent increase over 2003
adjusted revenues of $292.3 million.  Including the State of
Alaska contract and directory business revenues, reported revenues
for 2003 were $323.8 million.  Net loss for the year 2004 was
$39.3 million as compared to a net loss of $6.6 million in 2003.
Net loss for 2003 was inclusive of a gain on the disposal of
assets of $112.6 million and contract termination and asset
impairment charges of $54.9 million.  Adjusted EBITDA for the year
2004 was $97.4 million, an increase of 4.8 percent from
$92.9 million in 2003.  Net cash provided by operating activities
for 2004 increased 15 percent to $57.8 million, as compared to
$50.4 million in 2003.

                        Business Outlook

For the year 2005, ACS reiterates its previous outlook: Revenue
for the full year is expected to be in the range of $310 million
to $320 million and EBITDA to be in the range of $108 million to
$112 million.

Management provided more details.  Net cash interest expense is
expected to decline to approximately $31 million, primarily as a
result of recent debt and equity transactions.  ACS expects
capital expenditures for 2005 to range from $65 million to
$70 million, comprised of maintenance capital expenditure of
approximately $35 million and pre-funded growth capex of between
$30 million and $35 million.  As a result of recent capital
markets transactions, ACS expects to incur charges totaling
approximately $26 million in the first quarter of 2005, comprised
of tender premiums of $13 million and unamortized debt issuance
costs and original issue discounts of $13 million.

Alaska Communications Systems Group, Inc. -- http://www.alsk.com/
-- provides integrated communications in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Alaska
Communications Systems Group, Inc., and subsidiaries, including
the 'B+' corporate credit rating.  All ratings were removed from
CreditWatch, where they were placed with negative implications
June 8, 2004, due to concern about higher financial risk
accompanying the company's proposed $400 million income deposit
securities -- IDS -- offering.  The outlook is negative.


ALLEGHENY ENERGY: Moody's Lifts Sr. Unsec. Rating to B1 from B2
---------------------------------------------------------------
Moody's Investors Service upgraded Allegheny Energy, Inc.'s senior
unsecured debt to B1 from B2.  Moody's upgraded Allegheny Energy
Supply Company, LLC's (AYE Supply) senior secured debt to Ba3 from
B1, as well as its senior unsecured debt and Issuer Rating to B2
from B3.  Moody's also upgraded Allegheny Energy Supply Statutory
Trust 2001's senior secured debt to Ba3 from B1 and upgraded
Allegheny Generating Company's (AGC) senior unsecured debt to B2
from B3.

The ratings of these issuers remain under review for possible
further upgrade.  In addition, Moody's placed the ratings of three
other AYE subsidiaries under review for possible upgrade:
Monongahela Power Company (MP), The Potomac Edison Company (PE),
and West Penn Power Company (WPP).

The upgrades are prompted by:

   1) Allegheny Energy 's continued progress in reducing debt, and
      the expectation that the company will achieve its stated
      debt reduction target of at least $1.5B by year end 2005;

   2) Allegheny Energy 's improved liquidity profile;

   3) a significant anticipated increase in consolidated funds
      from operations in 2005, and the expectation that Allegheny
      Energy will continue to have a sustainable increase in its
      cash flow relative to its adjusted debt;

   4) management's "back to basics" strategy to focus on the lower
      risk core utility business, which has already resulted in
      the sale of a number of assets.

Actions to date that have improved the company's credit profile
include significant debt reduction that was primarily accomplished
through the application of free cash flow and the sale of assets,
including the recent sale of the company's 9 percent interest in
the Ohio Valley Electric Corporation (OVEC) and its Lincoln
Generating Station; the issuance of approximately $150 million in
equity in October 2004; the extension of its bank credit
facilities on more favorable terms; and improvements in operating
efficiencies that should lead to better margins on an on-going
basis.

Additionally, Allegheny Energy intends to complete the sale of
Mountaineer Gas Company and the remaining two Midwest peakers by
the end of 2005. Allegheny Energy has already reduced debt by
approximately $1.2 billion since December 1, 2003, and Moody's
expects Allegheny Energy to meet its debt reduction target of at
least $1.5 billion by the end of 2005, through a combination of
funds from operations and additional asset sales.  By year-end
2005, Moody's expects that the ratio of funds from operations
(FFO) to debt, on an adjusted basis, will improve to the range of
10% to 12% and adjusted debt to capitalization levels will decline
to about 70%.

The upgrade of Allegheny Energy's ratings also considers the
improved liquidity position of the consolidated enterprise.  At
year-end 2004, the company had cash on hand of about $185 million
and availability of approximately $190 million under a $200
million revolving credit facility that expires in 2007.

The ratings of Allegheny Energy, AYE Supply, AYE Statutory Trust
2001 and AGC remain under review for possible further upgrade.
The ratings of MP, PE and WPP are placed under review for possible
upgrade.  The review will focus on prospective additional
sustainable improvements in operating cash flow; the timing and
execution of the sale of additional assets; the use of anticipated
sale proceeds; and the likely amount of debt reduction over the
next several years.

The review of the utility subsidiaries will focus on their
relationship to Allegheny Energy and AYE Supply, and their
projected cash flow and balance sheet metrics.  The review will
also consider the potential magnitude of capital expenditures
necessary to meet future environmental compliance issues.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
is an integrated energy company that owns various regulated and
unregulated subsidiaries engaged in generation and distribution of
electricity, and other businesses.  Its utility subsidiaries
deliver electricity to customers in Maryland, Ohio, Pennsylvania,
Virginia, and West Virginia, and natural gas to customers in West
Virginia.


ALLIED WASTE: Fitch Junks New Three-Year Convertible Pref. Stock
----------------------------------------------------------------
Fitch Ratings' indicative ratings for Allied Waste's (NYSE: AW)
new securities are:

     * 'BB-' for the new senior secured credit facility,
     * 'B+' for the new 10-year senior secured, and
     * 'CCC+' for the new three-year mandatory convertible
       preferred stock.

Existing ratings are:

     * 'BB-' for senior secured credit facility,
     * 'B+' for senior secured notes,
     * 'B' for senior unsecured notes,
     * 'B-' for senior subordinated notes, and
     * 'CCC+' for mandatory convertible preferred stock.

The Rating Outlook is Negative.

AW recently announced a financing plan including issuance of
common stock, mandatory convertible preferred stock and 10-year
senior notes.  The company is also replacing its existing credit
facility with a new five-year revolver and a seven-year term loan.
The detailed plans are:

      -- Issuance of $100 million of common stock;

      -- Issuance of $500 million of three-year mandatory
         convertible preferred stock;

      -- Issuance of $600 million of 10-year senior secured
         notes;

      -- Placement of a $3.45 billion credit facility,
         consisting of a five-year $1.55 billion revolver, a
         seven-year $1.45 billion term loan and a $450 million
         institutional letter of credit facility.

Fitch Ratings downgraded AW on Feb. 2, 2005, reflecting the
company's continued margin deterioration, weak free cash flow
outlook, higher capital expenditure requirements and the
expectation of limited credit profile improvement in the
intermediate term.  The Negative Rating Outlook reflects
uncertainty regarding the ability of AW to reverse margin
deterioration through pricing improvements and cost reductions.
Free cash flow available for debt reduction has steadily declined
and is expected to remain limited over the near term. The company
is also searching for a new CEO.  Successful execution of the
financing plan could lead to a review of the rating outlook if AW
is also successful in stabilizing margins and improving free cash
flow.

The proceeds are expected to be used to repay:

      * $195 million of 10% senior subordinated notes due 2009,
      * $125 million of 9.25% senior notes due 2012,
      * $600 million of 7.625% senior notes due January 2006,
      * $70 million of 7.875% senior notes due March 2005, and
      * pay off the borrowing under the current credit facility.

Completion of the proposed financing plans would reduce total debt
by approximately $500 million, lessen refinancing risk associated
with near-term maturities (particularly in 2006) and reduce
interest costs.  The position of senior debt holders will also
benefit from the addition of new common and preferred stock.
However, recent operating trends have raised uncertainty
concerning the company's ability to remain cash-flow positive and
dividend payments on the new preferred stock are expected to
offset interest savings associated with debt reduction.

AW generated approximately $219 million in free cash flow in 2004,
and in 2005, free cash flow is expected to decline to below $100
million before potential IRS payments.  Continued deterioration in
operating results could put the company in a cash flow negative
position.  Fixed charge coverage including preferred stock
dividend could remain flat or worsen in the intermediate term.
Total debt at Dec. 31, 2004, was $7.76 billion, interest expense
including capitalized interest and total preferred dividend
payments in 2004 were $618 million and $22 million, respectively.
Fitch expects total interest costs to moderately decline and
dividend payments to more than double in 2005. Debt/EBITDA and
fixed charge coverage in 2004 were 5.4 times and 1.4x,
respectively.

Economic growth in recent years has failed to improve margins, and
AW appears to be underperforming the industry in certain key
measures.  Pricing power remains limited in the collection and
landfill side of the business although landfill airspace is
expected to remain a valued asset over the long term.  Over the
near term, volumes should remain healthy along with expected
economic growth, but the degree of margin expansion will be driven
by pricing power and the effectiveness of cost and productivity
programs.  While some early signs may indicate pricing started to
improve for large players, Fitch expects that competition will
continue to limit pricing flexibility.  Cost reduction programs
will take some time to impact margins, and higher capital
expenditure requirements will limit free cash flow available for
debt reduction over the near term.



ALOHA AIRLINES: Closing in on $60 Million Annual Cost-Savings
-------------------------------------------------------------
Aloha Airlines and its unionized workforce are close to realizing
the annual cost-savings of $60 million necessary to accomplish a
reorganization plan and exit bankruptcy in record time.

The U.S. Bankruptcy Court for the District of Hawaii approved on
Friday, Aloha's request for a $5 million of DIP financing under an
overall $65 million financing facility, and assumption of certain
amended aircraft lease arrangements that enable the airline to
move forward in its quest for an early exit from bankruptcy
protection.

On Feb. 24, Aloha disclosed that it had reached an agreement in
principle with MatlinPatterson Global Opportunities Partners II
LP, a private equity investor, on a deal that would provide up to
$90 million in funding to the Company.

With renegotiated aircraft leases and wage concessions already in
place from 94 percent of its workforce, Aloha is well-positioned
to meet its $60 million annual cost-saving goal.

"The can-do spirit and determination of our employees to take
decisive action, defines the true character of our company," said
David A. Banmiller, Aloha's president and chief executive officer.
"The timely response of our employees and aircraft lessors assures
that Aloha's reorganization will be swift and successful."

Mr. Banmiller said that in addition to its labor and aircraft rent
initiatives; further efficiencies in operations are being
identified and achieved with the help of industry-leading products
and services provided by Sabre Airline Solutions.  With support
from Sabre, Aloha has conducted intense route structure analysis
of all of its markets.  As a result, Aloha has eliminated air
service to the Central and South Pacific and will suspend
operations in Burbank, California, and Vancouver, Canada.

In keeping with its focus on market profitability, improved
aircraft utilization, and optimized scheduling, Aloha will be able
to return two Boeing 737-700 aircraft this year, while continuing
its planned expansion of service from California to Hawaii.

In April, Aloha will boost its non-stop service from Orange County
to five flights a day, and offer double-daily service from San
Diego.  In July, Aloha will add a fourth daily flight from
Oakland, with the new flight being one of two non-stops to Maui.

Aloha's route analysis also determined that non-stop Las Vegas
service was unprofitable due to overcapacity and highly discounted
fares.  To continue serving its Hawaii customers, Aloha will
operate daily Las Vegas service via Oakland in lieu of the non-
stop, beginning April 3, 2005.

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


ALTERNATIVE LOAN: S&P Raises Rating on Class B-3 to A from BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from Alternative Loan Trust 2003-1T1.  At the same time,
the ratings are affirmed on the remaining classes from this
transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new loan-by-loan analyses are significantly
reduced from the original levels at issuance, primarily as a
result of:

   -- loan seasoning,

   -- performance-based updated borrower quality scores, and

   -- adjusted lower LTV ratios, due to property value
      appreciation.

The analysis also incorporates projected loss severities for the
delinquent loans based on recent property value estimates.  As a
result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure the assigned
ratings accurately reflect the risks associated with it.

                         Ratings Raised

                     Alternative Loan Trust

                                         Rating
                                         ------
            Series      Class        To          From
            ------      -----        --          ----
            2003-1T1    M            AAA         AA
            2003-1T1    B-1          AA+         A
            2003-1T1    B-2          AA          BBB
            2003-1T1    B-3          A           BB
            2003-1T1    B-4          BB          B

                        Ratings Affirmed

                     Alternative Loan Trust

      Series       Class                            Rating
      ------       -----                            ------
      2003-1T1     A-1, A-2, A-3, A-4, A-7, A-11    AAA
      2003-1T1     A-12, A-13, A-14, PO, AR         AAA


AMERICA WEST: S&P Puts B- Rating on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on equipment
trust certificates and enhanced equipment trust certificates of:

   -- America West Airlines Inc. (B-/Negative/--),
   -- American Airlines Inc. (B-/Stable/--),
   -- Continental Airlines Inc. (B/Negative/--), and
   -- Northwest Airlines Inc. (B/Negative/--;

includes issues of NWA Trust No. 1 and NWA Trust No. 2) on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.
Affected securities total about $13.2 billion.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.

"In such a scenario, which could be triggered by renewed
terrorism, a further spike upward in fuel prices, or a need by
airlines to shed costly pension liabilities, holders of aircraft-
backed debt could be less willing or able to enforce their claims
to full repayment from bankrupt airlines.  Standard & Poor's also
continues to be concerned that a legal dispute over the rights of
certain creditors to repossess aircraft from bankrupt United Air
Lines Inc., could set a precedent that would further undermine
creditors' bargaining position vis-.-vis airlines in Chapter 11,"
the credit analyst continued.

Standard & Poor's ratings on aircraft-backed debt of:

   -- Delta Air Lines Inc. (CC/Watch Pos/--),
   -- FLYi Inc. (CC/Watch Dev/--),
   -- US Airways Inc. (rated 'D'), and
   -- special purpose entities Air 2 U.S. LLC and
   -- PBG Aircraft Trust

are already subject to CreditWatch reviews, albeit in some
cases CreditWatch with different implications, and the foregoing
issues will be considered in those reviews.

Standard & Poor's ratings on equipment trust certificates (ETC's)
and enhanced equipment trust certificates (EETC's) incorporate
consideration of an airline's risk of bankruptcy, its likelihood
of affirming such financings in any bankruptcy reorganization,
legal rights available to holders of aircraft-backed obligations
in Chapter 11, and the desirability of collateral backing such
obligations.

As such, the ability and willingness of creditors to enforce
claims against a bankrupt airline and, if necessary, to repossess
collateral, is an important rating factor.  The experience of
bankruptcies during the past several years has shown that holders
of public bonds backed by aircraft have been reluctant to
repossess collateral, preferring to seek renegotiation of terms
(particularly where payments to the controlling senior class of
EETC's could be preserved).

The potential scenario of widespread simultaneous U.S. airline
bankruptcies, which could include also liquidation of weaker
airlines, would present a serious challenge to holders of
aircraft-backed debt.  Values of many models of aircraft have
strengthened since the second quarter of 2003, but such progress
could be reversed for certain types of planes (particularly
those widely used by large U.S. hub-and-spoke airlines, the so-
called "legacy carriers") in such a scenario.

What distinguishes the current U.S. industry environment from
those in the past (excepting brief periods following the
Sept. 11, 2001, attacks and during the Iraq War) is the breadth of
credit deterioration, despite favorable economic conditions.

Airlines carrying over 80% of total U.S. traffic are rated 'B' or
lower, indicating a significant risk of default if industry
conditions were to deteriorate further.  Although many of the
legacy carriers have lowered their operating costs and, for
certain bankrupt airlines, their financial obligations as well,
all continue to be unprofitable.

Standard & Poor's does not anticipate that these airlines,
even with further cost-cutting efforts and a possible return to
profitability, will be able to restore their financial strength to
levels achieved during the industry upturn of the mid- to late-
1990s.

Accordingly, the legacy airlines will likely remain vulnerable in
the next industry downturn, which could coincide with a global
cyclical decline or could be triggered by specific external
factors such as terrorism or high fuel prices.

The reluctance of aircraft creditors to repossess collateral could
be reinforced if a ruling by the bankruptcy judge presiding over
United Air Lines' reorganization stands, or if it is rendered moot
by a negotiated settlement between certain debt-holders and the
airline (see Standard & Poor's commentary "United Air Lines Legal
Battle Could Set Negative Precedent for Aircraft Debt," Dec. 10,
2004).

The judge issued a temporary restraining order on Nov. 26, 2004,
preventing repossession by trustees on behalf of various aircraft
creditors of 14 aircraft operated by United.  The ruling is being
appealed, with a hearing in a district court currently scheduled
for March 10, 2005.  If creditors are not able to move quickly to
repossess planes when the bankrupt airline is not making scheduled
debt or lease payments, due to legal challenges by the debtor,
then creditors' bargaining position and prospects for placing
aircraft with other operators are eroded.

Standard & Poor's CreditWatch review will incorporate
consideration of these various factors, but resolution will not
necessarily await a definitive outcome of the United legal
dispute, as timing of that is uncertain.

Northwest Airlines Inc., was downgraded July 28, 2004, and ratings
on that company's aircraft-backed debt to some extent already
incorporate Standard & Poor's concerns, which could accordingly
limit the likelihood or extent of further downgrades in that case.


AMERICAN AIRLINES: S&P Puts B- Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on equipment
trust certificates and enhanced equipment trust certificates of:

   -- America West Airlines Inc. (B-/Negative/--),
   -- American Airlines Inc. (B-/Stable/--),
   -- Continental Airlines Inc. (B/Negative/--), and
   -- Northwest Airlines Inc. (B/Negative/--;

includes issues of NWA Trust No. 1 and NWA Trust No. 2) on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.
Affected securities total about $13.2 billion.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.

"In such a scenario, which could be triggered by renewed
terrorism, a further spike upward in fuel prices, or a need by
airlines to shed costly pension liabilities, holders of aircraft-
backed debt could be less willing or able to enforce their claims
to full repayment from bankrupt airlines.  Standard & Poor's also
continues to be concerned that a legal dispute over the rights of
certain creditors to repossess aircraft from bankrupt United Air
Lines Inc., could set a precedent that would further undermine
creditors' bargaining position vis-.-vis airlines in Chapter 11,"
the credit analyst continued.

Standard & Poor's ratings on aircraft-backed debt of:

   -- Delta Air Lines Inc. (CC/Watch Pos/--),
   -- FLYi Inc. (CC/Watch Dev/--),
   -- US Airways Inc. (rated 'D'), and
   -- special purpose entities Air 2 U.S. LLC and
   -- PBG Aircraft Trust

are already subject to CreditWatch reviews, albeit in some
cases CreditWatch with different implications, and the foregoing
issues will be considered in those reviews.

Standard & Poor's ratings on equipment trust certificates (ETC's)
and enhanced equipment trust certificates (EETC's) incorporate
consideration of an airline's risk of bankruptcy, its likelihood
of affirming such financings in any bankruptcy reorganization,
legal rights available to holders of aircraft-backed obligations
in Chapter 11, and the desirability of collateral backing such
obligations.

As such, the ability and willingness of creditors to enforce
claims against a bankrupt airline and, if necessary, to repossess
collateral, is an important rating factor.  The experience of
bankruptcies during the past several years has shown that holders
of public bonds backed by aircraft have been reluctant to
repossess collateral, preferring to seek renegotiation of terms
(particularly where payments to the controlling senior class of
EETC's could be preserved).

The potential scenario of widespread simultaneous U.S. airline
bankruptcies, which could include also liquidation of weaker
airlines, would present a serious challenge to holders of
aircraft-backed debt.  Values of many models of aircraft have
strengthened since the second quarter of 2003, but such progress
could be reversed for certain types of planes (particularly
those widely used by large U.S. hub-and-spoke airlines, the so-
called "legacy carriers") in such a scenario.

What distinguishes the current U.S. industry environment from
those in the past (excepting brief periods following the
Sept. 11, 2001, attacks and during the Iraq War) is the breadth of
credit deterioration, despite favorable economic conditions.

Airlines carrying over 80% of total U.S. traffic are rated 'B' or
lower, indicating a significant risk of default if industry
conditions were to deteriorate further.  Although many of the
legacy carriers have lowered their operating costs and, for
certain bankrupt airlines, their financial obligations as well,
all continue to be unprofitable.

Standard & Poor's does not anticipate that these airlines,
even with further cost-cutting efforts and a possible return to
profitability, will be able to restore their financial strength to
levels achieved during the industry upturn of the mid- to late-
1990s.

Accordingly, the legacy airlines will likely remain vulnerable in
the next industry downturn, which could coincide with a global
cyclical decline or could be triggered by specific external
factors such as terrorism or high fuel prices.

The reluctance of aircraft creditors to repossess collateral could
be reinforced if a ruling by the bankruptcy judge presiding over
United Air Lines' reorganization stands, or if it is rendered moot
by a negotiated settlement between certain debt-holders and the
airline (see Standard & Poor's commentary "United Air Lines Legal
Battle Could Set Negative Precedent for Aircraft Debt," Dec. 10,
2004).

The judge issued a temporary restraining order on Nov. 26, 2004,
preventing repossession by trustees on behalf of various aircraft
creditors of 14 aircraft operated by United.  The ruling is being
appealed, with a hearing in a district court currently scheduled
for March 10, 2005.  If creditors are not able to move quickly to
repossess planes when the bankrupt airline is not making scheduled
debt or lease payments, due to legal challenges by the debtor,
then creditors' bargaining position and prospects for placing
aircraft with other operators are eroded.

Standard & Poor's CreditWatch review will incorporate
consideration of these various factors, but resolution will not
necessarily await a definitive outcome of the United legal
dispute, as timing of that is uncertain.

Northwest Airlines Inc., was downgraded July 28, 2004, and ratings
on that company's aircraft-backed debt to some extent already
incorporate Standard & Poor's concerns, which could accordingly
limit the likelihood or extent of further downgrades in that case.


AMERICAN BANKNOTE: Judge Walsh Approves Disclosure Statement
------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of the Amended
Disclosure Statement explaining the Amended Plan of Reorganization
filed by American Banknote Corporation.

The Debtor filed an Amended Disclosure Statement and Amended Plan
on Feb. 22, 2005.  Judge Walsh put his stamp of approval on the
Amended Disclosure Statement, and on the Noticing and Voting
Procedures for the Plan on Feb. 24, 2005.

The purpose of the Amended Plan is to restructure the Debtor's
existing debt obligations by converting the majority of the Notes
to New Issued Common Stock in the Reorganized Debtor.  After the
stock conversion, it is anticipated that the Reorganized Debtor
will have less than 300 holders of the New Issued Common Stock,
thereby allowing the Reorganized Debtor to elect to become a
private company.  As a result, the Reorganized Debtor will have no
public financial reporting requirements.

Pursuant to the Amended Plan, four entities will contributing
additional capital of $16 million under an Exit Financing
Agreement to the Debtor to facilitate its reorganization:

      Bay Harbour Partners, Ltd.           $2,000,000
      Lloyd I. Miller, III                  2,000,000
      Pollux Investments LLC                2,000,000
      Highland Capital Management L.P.     10,000,000

This infusion of capital will give the Debtor the liquidity it
needs to complete its reorganization.  On the Effective Date, the
Reorganized Debtor will have up to approximately $10 million of
New Notes outstanding and 10 million shares of New Issued Common
Stock outstanding.

Under the Amended Plan, an Unimpaired Class of Miscellaneous
Unsecured Claims will received Cash equal to 100% of their Allowed
Claims.

The Impaired Classes under the Plan consist of:

   a) Note Claims, to receive approximately 83 shares of New
      Issued Common Stock for every $1,000 of their Allowed
      Claims;

   b) Note Convenience Claims, to receive, at their election,
      either a New Note for the full amount of their Claim, or
      Cash equal to 60% of their Allowed Claim;

   c) SERP Claims, to receive Cash equal to the value of any
      amounts which those holders were entitled to receive in the
      calendar year prior to the Petition Date, pursuant to any
      nonqualified supplemental executive retirement plan that was
      outstanding as of the Petition Date, with the total
      entitlements under the Debtor's SERP in the year prior to
      the Petition Date was approximately $25,000;

   d) Equity Interests (holders of Old Common Stock), to receive
      approximately 20 shares of New Issued Common Stock plus
      $394.52 in Cash for every 1,000 Old Shares;

   e. De Minimis Equity Holders (small holders of Old Common
      Stock), to receive approximately $622.43 in Cash for every
      1,000 shares; and

   g. Other Equity Interests, which receive no distributions
      under the Amended Plan.

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

     http://www.researcharchives.com/bin/download?id=050225015639

          - and -

     http://www.researcharchives.com/bin/download?id=050225020255

All ballots accepting or rejecting the Plan must be completed and
delivered by March 24, 2005, to the Debtor's balloting agent:

          MacKenzie Partners, Inc.
          Attn: Jeanne M. Carr
          105 Madison Avenue, 14th Floor
          New York City, New York 10016
          Phone: 212-929-5500, 800-322-2885

Objections to the Plan, if any, must be filed and served by
April 5, 2005.  The Court will convene a confirmation hearing to
consider the merits of the Plan at 10:30 a.m., on April 8, 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.


AMERICAN SAFETY: S&P Puts B Corporate Credit Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on razor
and blade manufacturer American Safety Razor -- ASR -- to negative
from stable.

In addition, ASR increased its planned first priority lien bank
facility to $225 million from $200 million.  At the same time,
company reduced its planned second priority lien bank facility to
$77.5 million from $87.5 million.

Standard & Poor's affirmed its 'B' corporate credit rating on the
Cedar Knolls, New Jersey-based company.

The revised outlook reflects ASR's higher pro forma leverage to
5.2x compared with 5x under the previously planned bank facility.
This is due to a $15 million increase in the total planned bank
facility with the proceeds being utilized to pay a further
dividend to existing shareholders.

"We consider this action indicative of a very aggressive financial
policy.  While the company's operations have improved over the
past two years, ASR will need to demonstrate a less aggressive
financial policy before a stable outlook is considered," said
Standard & Poor's credit analyst Patrick Jeffrey.


AMERICAN WOOD: Trustee Wants Case Dismissed or Converted to Ch. 7
-----------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4
asks the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division, to dismiss American Wood Preservers
Institute, Inc.'s chapter 11 case or convert it to a chapter 7
liquidation proceeding.

The U.S. Trustee gives the Court six reasons why the case should
be dismissed or converted:

     i) the Debtor has failed to timely file monthly reports of
        operation which prevents the Trustee and other parties-in-
        interest from monitoring financial condition of American
        Wood;

    ii) failure of the Debtor to pay fees owed to the U.S.
        Trustee pursuant to 28 U.S.C. Section 1930(a))6);

   iii) continuing loss or diminution of the estate and absence
        of a reasonable likelihood of rehabilitation;

    iv) inability to effectuate a plan;

     v) unreasonable delay by the Debtor that is prejudicial to
        creditors; and

    iv) failure to propose plan after the 120 days plan filing
        period.

Headquartered in Reston, Virginia, American Wood Preservers
Institute, Inc., filed for chapter 11 protection on Nov. 10, 2004
(Bankr. E.D. Va. Case No. 04-14669).  James Thomas Bacon, Esq., at
Allred, Bacon, Halfhill & Young, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $50,000 in estimated assets and
more than $100 million in estimated debts.  The company faces two
pre-petition lawsuits asserting damages from use of the Debtor's
treated wood products.


ANIXTER INC: S&P Puts BB+ Rating on $200 Million Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Glenview, Illilois-based Anixter International Inc., and
subsidiary Anixter Inc. to 'BB+' from 'BBB-'.

At the same time, Standard & Poor's assigned its 'BB+' rating to
Anixter Inc.'s proposed $200 million, ten-year senior notes due
2015.  The outlook is stable.

"The downgrade reflects Anixter's more leveraged financial
profile, pro forma for the proposed debt issue; our previous
rating incorporated the expectation that debt protection metrics
would show gradual improvement," said Standard & Poor's credit
analyst Martha Toll-Reed.

Proceeds from the proposed issue will be used in part to refinance
existing debt, with the remaining to be used for general corporate
purposes, including possible acquisitions.

Total debt outstanding -- including capitalized operating leases
-- as of Dec. 31, 2004, was about $565 million.

The ratings on Anixter reflect a leveraged financial profile and
somewhat aggressive financial policy, partly offset by a good
position in its primary markets and consistent profitability.

Anixter is a leading distributor of wiring systems for voice,
data, video, and industrial fasteners.  The company benefits from
its global capabilities, despite deriving the majority of
revenues from a relatively narrow market segment.  Revenues are
expected to grow at low double-digit rates over the near to
intermediate term, bolstered by the potential for moderate-sized
acquisitions.


ANIXTER INT'L: Moody's Puts Ba1 Rating on $200MM Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Anixter
International's proposed $200 million guaranteed senior unsecured
notes, due 2015. Moody's also affirmed the Ba3 rating on Anixter
International Inc.'s (Anixter) 7% LYON's notes and 3.25% LYON's
notes, and its Ba1 senior implied and Ba3 issuer rating.  The
outlook is stable.

The proceeds from the proposed note offering will be used to
repurchase the remaining 7% LYON's notes due 2022 for
approximately $70 million on June 28, 2005, and repay outstanding
bank debt of about $30 million on March 1, 2005.  The additional
$100 million in proceeds will be used for general corporate
purposes.

The ratings assignment and affirmation recognize Anixter
International's thin margins, relatively high rent adjusted
leverage, history of acquisitions and share repurchases, and
current share repurchase program.  However, the ratings also
incorporate the company's large and diversified customer base,
good supplier relationships, and geographic reach, as well as its
relatively strong interest coverage, reasonable liquidity, and
good asset coverage.

The ratings reflect the recent improvement in operating
performance in 2004 but also recognize that operating margins
remain relatively thin and below historic levels.  In addition,
over the last 12 months debt levels have moved slightly higher to
about $412 million in order to fund negative free cash flows and
will increase by an additional $100 million as part of this
transaction.

The ratings are supported by the breadth of Anixter Inernational's
revenue base, the geographic reach of its distribution network
that reaches over 44 countries, and diverse list of suppliers.
The ratings also reflect Anixter's relatively low debt levels and
good coverage as the company reduced total debt by approximately
$200 million by year end 2004 from the end of the first quarter
2001, despite several acquisitions and shareholder dividends.

In early 2001, Anixter International's revenues began to decline
considerably due in large part to the decline in customer capital
spending, particularly in the telecommunication sector.  By the
end of 2002, revenues had fallen by approximately $1.0 billion
from a high of $3.5 billion in 2000 and operating margins declined
to 3.5% from 5.4% in 2000 due in part to increased competition and
a decline in overall capital spending by customers.

However, since early 2004, revenue and operating margins,
excluding the impact of acquisitions, have been steadily
improving.  When acquisitions are incorporated, revenues almost
matched year 2000 levels based on a run rate for the third and
fourth quarters of 2004.  Operating margins also improved to
approximately 4.4% for the year ended December 31, 2004, although
operating profits still remained below previous levels, due in
part to business mix.

Anixter International's free cash flow was also negative for the
full year 2004 due to additional working capital requirements
associated with higher sales levels, the acquisition of
Distribution Dynamics Inc. (DDI), and a one-time special dividend
to shareholders.  As a result, adjusted debt increased to
approximately $412 million, including the accounts receivables
financing (A/R), as of December 31, 2004.

After incorporating the proposed note offering on pro forma basis
as of December 31, 2004, leverage would have increased to
approximately 3.1x from 2.5x, while coverage of gross interest
would fall to 6.6x from about 10.0x.  However, after incorporating
average annual rent expense of approximately $50 million, on an
eight-time basis, leverage on a rent adjusted pro forma basis
would increase to about 4.25x.

Despite the increase in borrowing needs for 2004 and the increase
in total debt after the proposed transaction, Moody's views the
company's current liquidity as adequate.  As of December 31, 2004,
approximately $245 million was available under the revolver at
Anixter International, after incorporating covenant restrictions,
of which $62 million was available to pay inter-company
liabilities and $191 million that could be used to pay dividends
to Anixter.  There was also approximately $63 million available
under the accounts receivable securitization program (A/R
facility), and balance sheet cash was approximately $53 million,
which will increase by an additional $100 million post the
transaction.

The stable ratings outlook reflects our expectation that operating
performance will steadily improve over the near term, operating
margins will at least remain at current levels, leverage will
remain low, and liquidity will stay reasonable. Going forward we
also believe that share repurchases will be minimal and
acquisitions, if they occur, will be small "tuck-ins" that would
not negatively impact credit metrics.

Factors that could negatively impact the ratings or outlook would
be deterioration in liquidity or credit metrics, such as rent
adjusted leverage approaching the 5.0x level, caused by a decline
in revenues or operating margins, or a sizeable debt financed
acquisition or cash distribution to shareholders.  However,
sustained improvement in sales and improved operating margins that
resulted in stronger credit metrics, with rent adjusted leverage
moderating towards the 3.0x level, and strong liquidity would
reflect positively on the rating or outlook.

The Ba1 rating on the guaranteed senior unsecured notes of Anixter
International reflects the company's relatively good asset
coverage and the downstream guarantees provided by Anixter.  The
rating also reflects the structural seniority of the proposed
notes to all debt obligations at Anixter as well as their
affective subordination to the company's accounts receivable
securitization facilities.  Although the bank facility is
unsecured and ranks pari passu with the proposed notes, Moody's
does not anticipate a meaningful amount of outstanding bank
borrowings going forward.

Anixter International, Inc., located in Glenview, Illinois, is a
leading global distributor of data, voice, video and security
network communication products.


ARBELLA MUTUAL: S&P Raises Credit Ratings to 'BBBpi' from 'Bbpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on:

   -- Arbella Mutual Insurance Company,
   -- Arbella Protection Insurance Company Inc.,
   -- Arbella Indemnity Insurance Company,
   -- Covenant Insurance Company,
   -- Commonwealth Reinsurance Company, and
   -- Commonwealth Mutual Insurance Company

to 'BBBpi' from 'BBpi'.

Arbella Mutual is the lead member of the group and the ultimate
parent company for all the subsidiaries.

Arbella Mutual, Arbella Protection, Arbella Indemnity, and
Commonwealth Reinsurance participate in an interaffiliate pooling
arrangement, with 75%, 18%, 4%, and 3% shares, respectively.
Through reinsurance contracts, Commonwealth Reinsurance maintains
significant control over Commonwealth Mutual, which cedes 100% of
its gross business to Commonwealth Reinsurance.

"The ratings reflect the property/casualty group's good
capitalization, improving surplus position, and weak but improving
operating performance, offset by its very high geographic and
product-line concentrations," explained Standard & Poor's credit
analyst Peter Troisi.

Founded in 1988, Arbella Insurance Group focuses on personal and
commercial lines in Massachusetts, selected commercial lines in
Rhode Island, and personal lines in Connecticut.  The group
utilizes a network of independent agents in Massachusetts and a
captive agency in Connecticut.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


ARMSTRONG WORLD: Agrees to Settle Environmental Claims for $8M+
---------------------------------------------------------------
The United States Government, on behalf of the U.S. Environmental
Protection Agency, advises the U.S. Bankruptcy Court for the
District of Delaware that entered into a settlement agreement with
Armstrong World Industries, Inc., relating to certain alleged
liabilities under the Comprehensive Environmental Response and
Liability Act and Section 7003 of the Resource Conservation and
Recovery Act.  The Agreement awaits public comment under the
environmental statutes.

Thomas L. Sansonetti, Assistant Attorney General of the
Environment and Natural Resources Division of the U.S. Department
of Justice, informs the Court that the proposed settlement would
resolve the CERCLA claims for 19 hazardous waste sites identified
as "Liquidated Sites".

Under the Settlement Agreement, AWI has agreed to allowed claims
totaling $8,727,739.  The Agreement also contains provisions
pertaining to the treatment of five other site categories:

   * Additional Sites,
   * Consent Decree Sites,
   * Debtor-Owned Sites,
   * Discharged Sites, and
   * Insurance Sites

The U.S. Government is not seeking Court approval of the proposed
Settlement Agreement at this time.  According to Mr. Sansonetti, a
notice of its lodging will be published in the Federal Register,
following which the Department of Justice will receive public
comments on the proposed Settlement Agreement for a 30-day period.
At the conclusion of the comment period, the Department will file
with the Court any comments received, as well as responses to the
comments.  At that time, the Government and AWI will file a joint
motion seeking approval of the Settlement Agreement.

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


ASTRIS ENERGI: Inks Plasma Environmental Co-Venture Agreement
-------------------------------------------------------------
Astris Energi, Inc. (OTC Bulletin Board:ASRNF), has signed a
Teaming Agreement with Plasma Environmental Technologies Inc.
(PET)(TSX VENTURE:PE) of Burlington, Ontario for the development
of a real-world installation utilizing PET's hydrogen-producing
waste processing system and Astris' AFC technology.

PET co-owns the rights with Kinectrics Inc. to a plasma-assisted
gasifier technology that allows for the destruction of municipal
solid wastes, both hazardous and non-hazardous, and converts them
into a syngas that is rich in hydrogen.  Waste (feedstock) that
may be converted into hydrogen by the PAG includes sorted
municipal solid waste -- MSW -- with a high BTU value,
agricultural waste, de-watered sludges, and chipped tires.  The
energy produced can either be sold, or used internally to
supplement the site's electricity costs.  This form of
distributed, alternative energy is a rapidly growing niche market.

The first of three phases outlined in the agreement will be to
determine the suitability of the hydrogen gas produced in the PAG
waste destruction process for use in Astris' hydrogen AFC systems
and for PET to make adjustments, if necessary to their current
PAG.

Upon completion of Stage 1, Stage 2 of the Agreement calls for PAG
installations that will be developed to demonstrate the practical
application of the PAG process in conjunction with Astris'
AFC-powered generators.  It is anticipated that this Stage will be
financed by appropriate stakeholders such as local, provincial, or
federal governments, or special interest groups.

In addition, PET has agreed to introduce Astris to any of its
current or future clients who might desire to purchase or use
Astris' services or products.  For this, PET will be paid a
mutually agreed to commission.

"Hydrogen distribution is currently a large component of the total
fuel cost for our fuel cell systems, directly impacting operations
costs," said Peter Nor, VP Marketing and Corporate Development of
Astris Energi.  "The PAG installation could supply hydrogen where
it is needed.  The waste stream produced at a manufacturing plant
for example, could be used to produce fuel for special purpose
vehicles powered by AFCs, such as fork-lift trucks and golf cars.
This Agreement with PET has the potential to develop significant
new revenue streams for Astris."

"The Agreement with Astris Energi represents another significant
opportunity for Plasma Environmental Technologies," said John
Wright, President and CEO of PET.  "Astris' AFC technology is a
natural fit for our PAG process since it is more tolerant of
certain impurities in the fuel stream and the installation site
will be another demonstration of the practicality of our
technology.  We are excited with the opportunity to partner with
Astris Energi."

                   About Plasma Environmental

Plasma Environmental Technologies, Inc. --
http://www.plasmaenvironmental.com/-- is a Canadian public
company that trades on the Canadian Venture Exchange (symbol: PE).
PET develops and markets plasma-based systems for the safe and
cost-effective destruction of hazardous and non-hazardous wastes.
Plasma technology is a thermal, non-incineration process that
destroys liquid, gaseous, and solid wastes by breaking apart their
molecular bonds and reforming them into non-hazardous by-products
or commodities for commercial use.

                        About Kinectrics

Kinectrics -- htpp://www.kinectrics.com/ --  was formerly a
division of Ontario Hydro and is now an independent company formed
to help the North American energy sector improve business
performance through science and engineering.  Based in Toronto,
Kinectrics applies its expertise to generation, transmission,
distribution, and industrial energy services. Kinectrics is also
internationally renowned in the field of environmental
engineering, including applications of plasma arc technology.

                        About Astris Energi

Astris Energi, Inc. -- http://www.astris.ca/-- is a late-stage
development company committed to becoming the leading provider of
affordable fuel cells and fuel cell generators internationally.
Over the past 21 years, more than $17 million has been spent to
develop Astris' alkaline fuel cell for commercial applications.
Astris is commencing pilot production of its POWERSTACK(TM) MC250
technology in 2005.  Astris is the only publicly traded company in
North America focused exclusively on the alkaline fuel cell.

                      Going Concern Doubt

Astris Energi has reported losses for several years.  At
Sept. 30, 2004, the Company reported a deficit of $7,816,381 and
continues to expend cash amounts that significantly exceed
revenues.  These conditions cast significant doubt on the
Company's ability to continue in business and meet its obligations
as they come due.  Management says it's considering various
alternatives, including possible private placement transactions to
raise capital in fiscal 2004.


ATA AIRLINES: Judge Lorch Approves Compass Advisers as Advisor
--------------------------------------------------------------
The Debtors, with the support of the Official Committee of
Unsecured Creditors, seek the Court's permission to employ
Compass Advisers, LLP to provide investment-banking services in
conjunction with a possible sale of the assets of Chicago Express
or possibly the stock of Chicago Express held by ATA Holdings
Corp.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that Compass is serving in these Chapter 11
cases as financial advisor to the Creditors Committee.  By virtue
of services performed to date, Compass has acquired considerable
knowledge regarding the operation of the Debtors, including
Chicago Express.  The Debtors believe that Compass would provide
services on a very competitive cost basis and would be able to
meet the very tight timetable for exploring disposition of
Chicago Express required by the circumstances.

Specifically, Compass will:

   (i) prepare a list of prospective strategic and financial
       acquirers;

  (ii) prepare a descriptive memorandum for circulation to
       prospective acquirers;

(iii) establish a data room of additional information to be
       provided to potential acquirers;

  (iv) work with the Debtors' counsel to prepare a
       confidentiality agreement to be signed by prospective
       acquirers;

  (vi) work with the Debtors' counsel to prepare a contract for
       purchase and sale;

(vii) work with the Debtors in determining avenues for enhancing
       the value of Chicago Express;

(viii) contact potential acquirers and schedule visits with
       interested parties to Chicago Express;

  (ix) establish a deadline for submitting bids and work with
       interested parties in developing their proposed bids;

   (x) review bids submitted; and

  (xi) after Court approval, work with the Debtors to consummate
       the sale of Chicago Express.

The Debtors will pay Compass a flat $37,500 retainer plus a
Transaction Fee equal to 2.0% of the total consideration payable
at a closing of a sale transaction on Chicago Express.  According
to Ms. Hall, $25,000 of the retainer is payable upon Court
approval of a Transaction and the remainder payable upon the
earlier of the consummation of the Transaction or June 3, 2005.

Compass will also be reimbursed for its reasonable out-of-pocket
expenses capped at $30,000.

Harvey L. Tepner, a partner at Compass, assures the Court that
otherwise for its role as advisor to the Committee, Compass is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code and does not represent any of the Debtors'
creditors, other parties-in-interest, or their attorneys or
accountants, in any matter that is adverse to the interests of
any of the Debtors.

The Debtors and the Committee agree that the Debtors' retention
of Compass to assist the Debtors in a possible of sale of Chicago
Express will not create a conflict of interest.  The Debtors' and
the Committee's interests are in full alignment regarding the
disposition of Chicago Express.  The parties believe that the
Debtors' employment of Compass is the best means for achieving
maximum value for Chicago Express.

                          NatTel Objects

Aaron L. Hammer, Esq., at Freeborn & Peters, LLP, in Chicago,
Illinois, asserts that there is no legal support or justification
for getting Compass as the Debtors' advisor.

Mr. Hammer explains that since Compass is already engaged and
being paid to evaluate any transaction for Chicago Express on
behalf of the Official Committee of Unsecured Creditors, it is
unreasonable to pay Compass twice for the same transaction
involving Chicago Express.  In addition, Compass is likely privy
to confidential information received in its capacity as financial
advisor to the Committee.

"How these Debtors and their Committee can reasonably believe
that Compass will be able to simultaneously exercise an
independent judgment as a fiduciary for both of its clients with
respect to the same transaction defies belief," Mr. Hammer
exclaims.

Mr. Hammer points out that the engagement jeopardizes Compass'
status as a "disinterested person" with respect to its original
engagement as the Committee's advisor.  If approved, Compass'
retention would compound the already significant conflicts among
the Debtors, the Committee and their professionals in these
cases.

NatTel further complains that the terms of the proposed Compass
Retention is trying to frustrate its bid for Chicago Express.
Mr. Hammer tells the Court that whereas NatTel originally offered
$37,700 to ATA Holdings Corp. for 100% of the Chicago Express
capital stock, the Debtors now seek authority to pay Compass a
flat $37,500 retainer for its services with respect to Chicago
Express.  If approved in current form, the proposed Compass
Retention would virtually eliminate any net benefit to the
Debtors' estates from the NatTel offer.

"It is more than a mere coincidence that the cash component of
the NatTel offer and the proposed Retainer are almost identical,"
Mr. Hammer suspects.

NatTel wants any offer for Chicago Express evaluated on a stand-
alone basis without consideration or reference to investment
banking fees to Compass or otherwise.  In the event that it has
the lone offer for Chicago Express, NatTel wants the Debtors
barred from liquidating Chicago Express as opposed to selling its
Chicago Express Shares to NatTel.

Mr. Hammer tells Judge Lorch that any offer for Chicago Express
must be considered solely on the basis of how the offer treats
Chicago Express creditors and should not be affected by
transaction charges imposed by the Debtors.  Mr. Hammer notes
that NatTel's offer contemplates the immediate dismissal of the
Chicago Express Chapter 11 case, and thus the reinstatement of
the rights and remedies of all Chicago Express' creditors under
Section 349 of the Bankruptcy Code.  It is possible that the
reinstatement would trigger the Assumed Debt Charge and require
the Debtors to pay Compass 2% of all reinstated debt.  "This
possibility could transform a substantially inferior proposal for
Chicago Express' assets into a 'higher and better' offer from the
Debtors' perspective on a net basis," Mr. Hammer says.

Since NatTel submitted its first offer for Chicago Express as
part of the December 2004 auction involving the Debtors' Midway
Assets, Mr. Hammer argues that Compass should not be compensated
for any Chicago Express involving NatTel.  The Debtors should be
required to "carve out" from the Compass Retention any
transaction involving NatTel.  No reasonable basis exists for
Compass to be compensated for bringing NatTel to the proverbial
Chicago Express table when NatTel has been sitting at the table
since December 2004.

To the extent that the Court authorize the Debtors to retain
Compass as their investment banker for Chicago Express, certain
terms of the engagement should be modified so as not to prejudice
NatTel or Chicago Express.

                          *     *     *

Judge Lorch approves the Debtors' application over NatTel's
objection.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations.  Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874).  Terry E. Hall, Esq., at Baker
& Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AVAYA INC: $400 Million Unsecured Revolving Facility Completed
--------------------------------------------------------------
Avaya, Inc. (NYSE: AV) reported the successful completion of a new
$400 million five-year unsecured revolving credit facility.  The
new facility replaces Avaya's existing $250 million secured credit
facility, which would have expired in September 2005.  The new
facility was over-subscribed as commitments exceeded
$600 million.

The company also reduced its secured floating rate notes
outstanding by $112 million, or approximately 40 percent.  After
the reduction the balance is $171 million.  Avaya assumed the
secured floating rate notes with its acquisition of Tenovis.

"We appreciate the confidence and support from our banking
partners as this facility provides flexibility for Avaya to
continue executing its growth strategy," said Garry K. McGuire,
Chief Financial Officer and senior vice president, Corporate
Development, Avaya.  "The de-leveraging of our long-term debt,
this new credit facility, and the removal of the bank group's
security interest are all key steps in Avaya's long-stated
financial strategy to restore its investment grade rating."

The facility co-lead arrangers were Citigroup Global Markets,
Inc., and J.P. Morgan Securities, Inc.

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. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis.  The outlook is revised to stable.

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.


BETHLEHEM STEEL: Health Care Benefits Will be Restored to Mar. 1
----------------------------------------------------------------
The United Steelworkers of America relates that retirees who lost
health care benefits in the LTV, Bethlehem Steel, Georgetown
Steel, and Acme Metal Products bankruptcies will have a measure
of that coverage restored March 1, 2005, pursuant to an
innovative trust fund the USWA bargained for with the
International Steel Group, Inc.

"Nothing can undo the damage inflicted by the termination of
retiree health care benefits," according to USWA President Leo W.
Gerard in a press release, "but we could -- and did -- negotiate
a commitment that our retirees will not be forgotten.

The first step in keeping that promise, Mr. Gerard said, is a new
prescription drug program for USWA retirees from LTV, Bethlehem
Steel, Acme Metals and Georgetown Steel.

The union's December 2002 collective bargaining agreement with
ISG established an innovative trust fund -- the ISG Voluntary
Employees' Beneficiary Association -- for the sole purpose of
restoring a measure of coverage for retirees, surviving spouses
and their dependents who lost health care benefits as a result of
the bankruptcy and liquidation of the four companies.

The ISG VEBA is funded by contributions from ISG, based on
company earnings and steel tonnage.  Benefits are jointly
determined by ISG and the USWA, depending on funds available in
the trust and the needs of eligible retirees.

"The program was not designed to restore everything that was
taken away from our retirees in bankruptcy court," David McCall,
Director of USWA District 1 and the union's chief negotiator with
ISG, explained.  "Our goal was to provide a meaningful, ongoing
benefit, as quickly as possible, that meets one of our retirees'
most urgent needs."

The ISG VEBA has projected assets of approximately $180 million
as of the end of 2004, with continuing contributions required
from ISG through 2008.  In contrast, Bethlehem Steel's salaried
retirees who also lost health coverage have received $2.7 million
in a settlement approved by the bankruptcy court.

The Steelworker-negotiated VEBAs at ISG and other steel companies
are historic in being the first ever to restore benefits to
retirees who had worked for bankrupt or liquidated companies that
had been purchased by new firms.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BIOVAIL CORP: Invests $27.6 Million to Expand Manitoba Facility
---------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX:BVF) reported a $27.6-million
expansion project to further enhance the manufacturing capability
of the Company's largest manufacturing facility located in
Steinbach, Manitoba, 70 kilometres southeast of Winnipeg.

The formal announcement was made today by Biovail Chief Executive
Officer Dr. Douglas Squires and Manitoba Premier Gary Doer at a
news conference in Steinbach.

"The success and increased productivity that we have enjoyed in
recent years at Steinbach has - and will continue to be - a
testament to the commitment, dedication and hard work of those who
work here," said Dr. Squires.  "As a result, changes are required
to fully capitalize on opportunities borne from our success.  The
expansion for Steinbach will enable Biovail to optimize the
current capacity with a focus on world-class manufacturing
performance, as well as to meet growing demand and opportunities.

"Furthermore, we believe this expansion will enhance Biovail's
ability to attract and retain talented people by fortifying our
reputation as an 'employer of choice'."

Manitoba Premier Gary Doer praised Biovail for its role as one of
the province's leading corporate citizens.

"Manitoba has made significant strides in the last few years to
position its life sciences industry on the international stage.
According to Ernst & Young Resurgence: Global Biotechnology Report
2004, Manitoba has the fastest growing sector in Canada, and we
are thrilled with this announcement of Biovail's commitment to
make their Manitoba manufacturing site one of the most advanced
pharmaceutical manufacturing sites in the world."

John Sebben, Vice-President, Global Manufacturing at Biovail, said
the Company believes that the planned improvements will support
Steinbach, which opened in 1992, to be in a position to contribute
to the launch of products in Biovail's product-development
pipeline.

"Biovail's expansion to the Steinbach facility in 2002 reflected
an investment of almost $45 million in facility and equipment,"
Mr. Sebben points out. "Since then, demand for our products,
including GlaxoSmithKline's Wellbutrin(R) XL, has exceeded
Biovail's expectations and the expectations of its customers.
With the ensuing increases in output and given our projected
demand for new products, we are investing a further $27.6 million
in facility enhancements and equipment."

                     Commitment to Manitoba

In making the announcement, Dr. Squires also pointed to Biovail's
strong ongoing relationship with the Province of Manitoba as a key
factor for the company's continuing investment in Steinbach.

"The Province of Manitoba has proven to be an excellent partner
with which to do business for Biovail.  Our relationship with the
province has played a pivotal role in enabling us to become one of
the largest employers in the health-sciences sector in Manitoba."

Construction on the Steinbach expansion project, which is expected
to begin this Spring, will include the addition of about 75,000
square feet, bringing the total to 220,000 square feet.  Most
areas of the site will be favorably impacted, including
manufacturing, packaging, warehouse, laboratory operations and
office space.  Other upgrades include larger locker room and
cafeteria facilities, as well as a fitness centre -- all intended
to enhance the quality of life of employees.  Biovail expects the
work to be completed in late 2006.

                 Third Significant Enhancement

Mr. Sebben added that the expansion project is the third
significant enhancement initiative for Steinbach in the past four
years.

"In mid-2003, 40,000 square feet of space was added to the
facility, which is now being used to produce Wellbutrin(R) XL,"
Mr. Sebben pointed out.  "The operation has also been staffed to
meet the demand for Cardizem(R) LA and, subject to final approval
from the United States Food and Drug Administration, a once-daily
formulation of tramadol.  As a result, total staff in the past 18
months has almost doubled to 550.

"As might be expected, our recent growth is again straining our
infrastructure.  This expansion will address that, and will also
give us the opportunity make additional enhancements to make our
operations even more efficient."

Mr. Sebben also said he anticipates the expansion project to
result in the creation of up to 40 skilled positions.  The
creation of additional jobs will be closely tied to volume
mandates for current and new products, he added.

                  About Biovail Manufacturing

Biovail Manufacturing operates full-scale manufacturing facilities
in Steinbach, and sites in Carolina and Dorado in Puerto Rico.
These world-class pharmaceutical facilities, which currently total
more than 310,000 square feet, provide Biovail with the capacity
to meet the current and anticipated demand for a portfolio of
products, including Wellbutrin(R) XL, Cardizem(R) LA and Tiazac(R)
XC, among others, as well as a once-daily tramadol and other
numerous pipeline products currently under development.  Total
combined output for these sites reached 1.6 billion dosage units
in 2004, compared with one billion units in 2003.  These
facilities also have the capacity and available land to further
expand to meet the near term future needs of Biovail -- and those
of its partners.

                   About Biovail Corporation

Biovail Corporation -- http://www.biovail.com/-- is an
international full-service pharmaceutical company, engaged in the
formulation, clinical testing, registration, manufacture, sale and
promotion of pharmaceutical products utilizing advanced
drug-delivery technologies.

                         *     *     *

As reported in the Troubled Company Reporter on March 11, 2004,
Standard & Poor's Ratings Services revised its outlook on the
pharmaceutical company to negative from stable.  At the same time,
S&P affirmed its ratings on Mississauga, Ontario-based Biovail,
including the 'BB+' long-term corporate credit rating.  The action
was in response to the company's lower 2004 earnings guidance.


BOMBARDIER CAPITAL: S&P's Class B-2 Rating Tumbles to D from CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-2 class of Bombardier Capital Mortgage
Securitization Corporation's pass-through certificates from series
1999-A (Bombardier 1999-A) to 'D' from 'CC'.

The lowered rating reflects the nonpayment of full and timely
interest, as well as the increased likelihood that investors in
the class B-1 notes will not receive ultimate repayment of their
original principal investments.

Bombardier 1999-A reported outstanding liquidation loss interest
shortfalls for the B-1 class on the January 2005 payment date.
Standard & Poor's believes that interest shortfalls for this
transaction will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
manufactured housing installment sales contracts and mortgage
loans originated by Bombardier Capital Inc., and the location of
the B-1 write-down interest at the bottom of the transaction
payment priorities -- after distributions of senior principal.

High losses have reduced the overcollateralization, and two
letters of credit subsequently entered into by the trust with
Soci,t, G,n,rale, to zero, resulting in the complete principal
write-down of the B-2 class and the partial principal write-down
of the B-1 class.

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


C-BASS MORTGAGE: S&P Raises Rating on Class B-3 to BB+ from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes from C-Bass Mortgage Loan Asset-Backed Certificates Series
2002-CB6 -- 2002-CB6 Trust.  At the same time, ratings are
affirmed on the remaining classes from this transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new loan-by-loan analyses are significantly
reduced from the original levels at issuance, primarily as a
result of loan seasoning, updated FICO scores, and adjusted lower
LTV ratios, due to property value appreciation.

The analysis also incorporates projected loss severities for the
delinquent loans based on recent property value estimates.  As a
result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage
levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current rating.  Standard & Poor's will
continue to monitor this transaction to ensure the assigned
ratings accurately reflect the risks associated with it.

                         Ratings Raised

                         2002-CB6 Trust

                              Rating
                              ------
            Series      Class        To          From
            ------      -----        --          -----
            2002-CB6    B-1          BBB+        BBB
            2002-CB6    B-3          BB+         BB

                        Ratings Affirmed

                         2002-CB6 Trust

             Series       Class               Rating
             ------       -----               ------
             2002-CB6     1-A1, 2-A1, 3-F1    AAA
             2002-CB6     M-1                 AA
             2002-CB6     M-2F, M-2V          A
             2002-CB6     B-2                 BBB-


CALPINE CORP: Incurs $172.8 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) reported financial and operating
results for the three and twelve months ended Dec. 31, 2004.

For the quarter ended Dec. 31, 2004, the company reported a net
loss of $172.8 million, compared to net income of $119.6 million
for the quarter ended Dec. 31, 2003.

For the twelve months ended Dec. 31, 2004, the company reported a
net loss of $221.2 million, compared to a net income of
$282.0 million, for the year ended Dec. 31, 2003.  The year-end
results include a correction to the tax provision within
discontinued operations previously recorded in the consolidated
statements of operations for the three and nine months ended
Sept. 30, 2004.  The company will restate earnings for the three
and nine months ended Sept. 30, 2004, to make the correction,
which will lower the effective tax rate on discontinued operations
and improve net results by approximately $36.5 million for the
nine months ended Sept. 30, 2004.

Pete Cartwright, Calpine president and chief executive officer,
stated, "Despite ongoing business challenges, Calpine enhanced the
value of the enterprise through successful financing activities,
advancement of our business strategy and the strengthening of our
commercial operations.  During the year, we completed $2.1 billion
of liquidity-enhancing transactions, repurchased or refinanced
approximately $1.8 billion of corporate debt, redeemed in full our
HIGH TIDES I and II preferred securities and refinanced
$2.4 billion of maturing project debt.  Calpine also increased
power production by 17% and improved plant efficiencies.

"Earnings were disappointing for the year," continued Mr.
Cartwright.  "Although we continued to see improvements in spark
spreads, the margins for our product remained low in certain
markets and were offset by increased operating costs, depreciation
and interest expense associated with additional capacity coming
into service.  And while our gas portfolio remains strong, we
recorded a non-cash impairment charge associated with certain oil
and gas fields in South Texas and Offshore Louisiana.  Also,
during the quarter, earnings were impacted by equipment failures
on some of Calpine's gas and steam turbines.

"I expect Calpine will continue to face its share of challenges in
2005, but I am confident that we will successfully execute our
programs to further enhance liquidity, reduce corporate debt and
strengthen our core operations.  We are evaluating the potential
sale of certain power plants, including our Saltend facility in
the United Kingdom.  We expect these opportunities, together with
the completion of nearly $900 million of liquidity-enhancing
transactions, will allow us to repurchase more than $1 billion of
corporate debt.

"We will continue to focus on increasing the value of our
contractual portfolio, Calpine Energy Services' activities, and
our power services and parts manufacturing businesses.
Longer-term, Calpine will work to advance open, competitive
markets and enhance value for our customers."

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

                         *     *     *

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


CARLIN MESSENGER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carlin Messenger Service, LLC
        1400 Hagy Way
        Harrisburg, Pennsylvania 17110

Bankruptcy Case No.: 05-00994

Type of Business: The Debtor provides courier services.
                  See http://www.4sameday.com/harrisburg/

Chapter 11 Petition Date: February 23, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Leslie David Jacobson, Esq.
                  8150 Derry Street, Suite A
                  Harrisburg, PA 17111
                  Tel: 717-909-5858
                  Fax: 717 909-7788

Estimated Assets: $50 Million to $100 Million [sic.]

Estimated Debts:  More than $100 Million [sic.]

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


CHIQUITA BRANDS: Moody's Reviewing B2 Senior Unsecured Rating
-------------------------------------------------------------
Moody's Investors Service today placed the B1 senior implied and
B2 senior unsecured debt ratings of Chiquita Brands International,
Inc., under review for possible downgrade following the company's
announcement that it intends to acquire the "Fresh Express" unit
of Performance Food Group Company for $855 million in cash.

The ratings placed under review for possible downgrade are:

   i) Senior implied rating at B1

  ii) $250 million senior unsecured global notes, due 2014 at B2

iii) Senior unsecured issuer rating at B2

The transaction is expected to close in the second quarter of
2005, subject to satisfaction of closing conditions including the
completion of Fresh Express 2004 audit.  The acquisition price of
approximately $855 million in cash is expected to be financed by a
combination of cash, debt, and convertible preferred securities.
Specific details of the transaction and the resulting capital
structure have not yet been disclosed.

Moody's review will focus on:

   1) the impact of the transaction on Chiquita's financial
      flexibility and capital structure given the extent to which
      it will result in material additional leverage;

   2) the degree to which the acquisition will enhance Chiquita
      Brand's product diversification and earnings stability;

   3) the integration risk introduced by this transaction, as well
      as management's capability to mitigate such risk; and

   4) the potential change in management's strategic and financial
      plans implied by this transaction.

Chiquita Brands International has headquarters in Cincinnati,
Ohio.  The company is a global producer and marketer of fresh
fruits, with 2004 revenues of $3.1 billion.


CHL MORTGAGE: S&P Raises Six Classes of Low-B Rated Loans
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 21
classes from five different transactions issued by CHL Mortgage
Pass-Through Trust.  At the same time, the ratings on the
remaining classes from these transactions are affirmed.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new loan-by-loan analyses are significantly
reduced from the original levels at issuance, primarily as a
result of:

   -- loan seasoning,

   -- performance-based updated borrower quality scores, and

   -- adjusted lower LTV ratios, due to property value
      appreciation.

The analysis also incorporates projected loss severities for the
delinquent loans based on recent property value estimates.  As a
result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure the assigned
ratings accurately reflect the risks associated with it.

                         Ratings Raised

                 CHL Mortgage Pass-Through Trust

                             Rating
                             ------
            Series      Class        To          From
            ------      -----        --          ----
            2002-35     M            AAA         AA
            2002-35     B-1          AA+         A
            2002-35     B-2          AA          BBB
            2002-39     M            AAA         AA
            2002-39     B-1          AA          A
            2002-39     B-2          A+          BBB
            2002-J5     M            AAA         AA
            2002-J5     B-1          AAA         A
            2002-J5     B-2          AA          BBB
            2002-J5     B-3          A           BB
            2002-J5     B-4          BBB         B
            2003-J1     M            AAA         AA+
            2003-J1     B-1          AA+         A+
            2003-J1     B-2          AA          BBB+
            2003-J1     B-3          AA          BB
            2003-J1     B-4          A           B
            2003-J2     M            AAA         AA
            2003-J2     B-1          AA+         A
            2003-J2     B-2          AA          BBB
            2003-J2     B-3          A           BB
            2003-J2     B-4          BBB         B

                        Ratings Affirmed

                 CHL Mortgage Pass-Through Trust

   Series   Class                                       Rating
   ------   -----                                       ------
   2002-35  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6    AAA
   2002-35  1-A-8, 2-A-1, 2-A-2, 2-A-3  2-A-4, 2-A-5    AAA
   2002-35  2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2002-35  2-A-12, 2-A-13, 2-A-14, 3-A-1, 4-A-1        AAA
   2002-35  4-A-2, 4-A-3, 4-A-4, 4-A-5, PO              AAA
   2002-39  A-1, A-15, A-16, A-17, A-18, A-31, A-32     AAA
   2002-39  A-39, A-33, A-34, A-35, A-36, A-37, A-38    AAA
   2002-39  PO                                          AAA
   2002-J5  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6    AAA
   2002-J5  1-A-10, 1-A-11, 1-A-12, 1-A-13, 1-A-14      AAA
   2002-J5  1-A-15, 1-A-16, 1-A-17, 1-X, 2-A-1, 2-X     AAA
   2002-J5  3-A-1, PO                                   AAA
   2003-J1  1-A-7, 1-A-8, 1-A-12, 1-A-13, 1-X           AAA
   2003-J1  2-A-1, 2-X, PO                              AAA
   2003-J2  A-1, A-2, A-3, A-4, A-5, A-15, A-16, A-17   AAA
   2003-J2  A-18, A-19, A-20, A-21, A-22, A-27, A-28    AAA
   2003-J2  A-31, X, PO                                 AAA


CITICORP MORTGAGE: Fitch Assigns Single B Rating on $1M Cert.
-------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s - CMSI -- REMIC pass-through
certificates, series 2005-1, are rated by Fitch:

    -- $656.3 million class IA-1 through IA-13, IIA-1, IIIA-1
       through IIIA-3, and A-PO 'AAA';

    -- $8.1 million class B-1 'AA';

    -- $3.4 million class B-2 'A';

    -- $2.0 million class B-3 'BBB';

    -- $1.0 million class B-4 'BB';

    -- $1.0 million class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.45%
subordination provided by:

    * the 1.20% class B-1,
    * the 0.50% class B-2,
    * the 0.30% class B-3,
    * the 0.15% privately offered class B-4,
    * the 0.15% privately offered class B-5, and
    * the 0.15% privately offered class B-6.

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities (rated 'RPS1' by
Fitch) as primary servicer.

The mortgage loans have been divided into three pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$538,927,716, consists of 1,037 recently originated, 25-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (33.65%)
and New York (22.16%).  The weighted average current loan to value
ratio - CLTV -- of the mortgage loans is 66.21%. Condominium
properties account for 6.8% of the total pool and co-ops account
for 7.3%.  Cash-out refinance loans represent 19.6% of the pool
and investor properties represent 0.04% of the pool.  The average
balance of the mortgage loans in the pool is approximately
$519,699.  The weighted average coupon of the loans is 5.896%, and
the weighted average remaining term is 358 months.

Pool II, with an unpaid aggregate principal balance of
$82,213,701, consists of 153 recently originated, 15-year fixed-
rate mortgage loans secured by one- to four-family residential
properties located primarily in California (41.79%).  The weighted
average CLTV of the mortgage loans is 56.63%. Condominium
properties account for 2.8% of the total pool, and co-ops account
for 0.1%.  Cash-out refinance loans represent 23.9% of the pool,
and there are no investor properties.  The average balance of the
mortgage loans in the pool is approximately $537,344.  The
weighted average coupon of the loans is 5.382%, and the weighted
average remaining term is 178 months.

Pool III, with an unpaid aggregate principal balance of
$51,639,370, consists of 107 recently originated, 30-year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in California (17.8%).
The weighted average CLTV of the mortgage loans is 72.8%.
Condominium properties account for 3.3% of the total pool, and co-
ops account for 2.6%.  The average balance of the mortgage loans
in the pool is approximately $482,611.  The weighted average
coupon of the loans is 5.761%, and the weighted average remaining
term is 357 months.

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

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COMMUNITY HEALTH: Posts $40.2 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Community Health Systems, Inc., (NYSE:CYH) disclosed financial
and operating results for the fourth quarter and year ended
Dec. 31, 2004.

Net operating revenues for the fourth quarter ended Dec. 31, 2004,
totaled $871.7 million, a 10.9% increase compared with
$785.8 million for the same period last year.  Income from
continuing operations increased 13.1% to $40.6 million compared
with $35.9 million for the same period last year.  Net income
increased 12.9% to $40.2 million compared with $35.6 million for
the same period last year.  Discontinued operations consists of an
after-tax loss of approximately $0.4 million related to the sale
of two hospitals and the designation of a third hospital as being
held for sale.

Adjusted EBITDA for the fourth quarter of 2004 was $130.0 million,
compared with $118.6 million for the same period last year,
representing a 9.6% increase.  Adjusted EBITDA is EBITDA adjusted
to exclude discontinued operations, loss from early extinguishment
of debt and minority interest in earnings.  The Company uses
adjusted EBITDA as a measure of liquidity.  Net cash provided by
operating activities for the fourth quarter of 2004 was
$62.6 million, compared with $45.3 million for the same period
last year, an increase of 38.0%.

The consolidated financial results for the fourth quarter ended
December 31, 2004, reflect a 1.0% increase in total admissions
compared with the same period last year.  This increase is
attributable to hospitals that have been acquired by the Company
during 2004.  On a same-store basis, admissions decreased 3.4% and
adjusted admissions decreased 1.3% compared with the same period
last year, primarily due to the lack of a flu season and a
decrease in the number of respiratory illnesses treated.  On a
same-store basis, net operating revenues increased 5.3%, compared
with the same period last year.

Net operating revenues for the year ended December 31, 2004,
totaled $3.3 billion, compared with $2.8 billion for the same
period last year, a 19.2% increase, again demonstrating the
Company's successful integration of acquisitions over the last
several years.  Income from continuing operations increased 19.8%
to $158.2 million compared with $132.0 million for the same period
last year.  Income from continuing operations for the year ended
December 31, 2004, was reduced by approximately $1.4 million after
taxes as a result of approximately $1.3 million in expenses
incurred in connection with the registration and offering of
common stock of certain of the Company's selling stockholders, and
an approximate $0.8 million loss from early extinguishment of debt
related to the refinancing of the Company's credit agreement.
Year end results also included an estimated after tax loss of
approximately $2.1 million as a result of a series of hurricanes
which negatively impacted the volumes and operating results of
selected hospitals during the third and fourth quarters of 2004.

Discontinued operations consist of an after-tax loss of
approximately $6.8 million related to the sale of two hospitals
and an impairment write-down related to the designation of a third
hospital as being held for sale.  Net income increased 15.2% to
$151.4 million for the year ended December 31, 2004, compared with
$131.5 million for the same period last year.

Adjusted EBITDA for the year ended December 31, 2004, was
$497.1 million, compared with $434.0 million for the same period
last year, a 14.6% increase.  Net cash provided by operating
activities for the year ended December 31, 2004, was
$325.8 million, compared with $243.7 million for the same period
last year, an increase of 33.7%.

The consolidated financial results for the year ended
Dec. 31, 2004, reflect an 11.5% increase in total admissions
compared with the same period last year.  On a same-store basis,
admissions decreased 0.2%, adjusted admissions increased 1.3%, and
net operating revenues increased 6.6%, compared with the same
period last year.

"We are very pleased with Community Health Systems' strong
financial performance for 2004," commented Wayne T. Smith,
chairman, president and chief executive officer of Community
Health Systems, Inc.  "Our gains in the fourth quarter are
especially gratifying when compared with our impressive finish in
2003 and in light of the fact that the flu season failed to
materialize by the end of 2004.  Our successful expense management
-- in tandem with our focus on our effective, standardized
operating platform, a proven acquisition strategy, successful
physician recruitment, and our favorable reputation in the
marketplace -- all worked together to allow us to surpass our
financial and operating objectives."

During 2004, Community Health Systems, Inc., completed two
acquisitions of community hospitals. On July 1, 2004, the Company
acquired Galesburg Cottage Hospital (170 beds) in Galesburg,
Illinois, and completed the acquisition of Phoenixville Hospital
(143 beds) in Phoenixville, Pennsylvania, on August 1, 2004.

"Our Galesburg and Phoenixville acquisitions have been assimilated
into our network of non-urban hospitals, and we expect them to
provide additional growth opportunities for the Company as we
expand our coverage into new markets," added Mr. Smith.  "Our
acquisition strategy will continue to be a strong component of our
success, enabling us to grow our operating base and extend
services into new communities, while delivering greater value to
our shareholders."

On January 20, 2005, the Company announced the execution of a
definitive agreement to acquire Chestnut Hill Hospital (183 beds)
in Philadelphia, Pennsylvania.

Located in the Nashville, Tennessee suburb of Brentwood, Community
Health Systems is a leading operator of general acute care
hospitals in non-urban communities throughout the country.
Through its subsidiaries, Community Health Systems currently owns,
leases or operates 71 hospitals in 22 states.  Its hospitals offer
a broad range of inpatient medical and surgical services,
outpatient treatment and skilled nursing care.  Shares in
Community Health Systems are traded on the New York Stock Exchange
under the symbol "CYH."

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned a B3 rating to Community Health
Systems' new $250 million senior subordinated notes due 2012,
issued at the parent holding company by Community Health Systems,
Inc.  The debt issue will be used to pay down the $240 million
balance on its revolving credit facility that the company drew
down following a repurchase and retirement of approximately half
of the 23.1 million shares sold by affiliates of Forstmann Little
& Co. on September 21, 2004.  Forstmann Little, which had been
Community Health's principal stockholders since 1996, sold all of
its beneficial ownership in the company at that time.

Ratings assigned:

   -- Community Health Systems, Inc. (Parent Holding Co)

      * $250 million Senior Subordinated Notes due 2012 -- rated
        B3

Ratings Affirmed:

   -- CHS/Community Health Systems, Inc. (Intermediate Holding Co)

      * $1.2 Billion Senior Secured Term Loan B due 2011 -- rated
        Ba3

      * $425 Million Senior Secured Revolver due 2009 -- rated Ba3

   -- Community Health Systems, Inc. (Parent Holding Co)

      * $287.5 Million 4.25% Convertible Subordinated Notes due
        2008, rated B3

      * Senior Implied Rating -- Ba3

      * Senior Unsecured Issuer Rating -- B2

      * Outlook -- stable


CONSTRUX CONSTRUCTION: First Creditors Meeting Slated for Mar. 18
-----------------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Construx Construction of Illinois, Inc.'s creditors at 9:30 a.m.,
on March 18, 2005, in Room 332, Courtroom V, located at 600 East
Monroe Street in Springfield, Illinois.  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 Springfield, Illinois, Construx Construction of
Illinois, Inc. -- http://www.construxofillinois.com/--designs
and builds commercial, residential and industrial structures.  The
Company filed for chapter 11 protection on Jan. 27, 2005 (Bankr.
C.D. Ill. Case No. 05-70329).  When the Debtor filed for
protection from its creditors, it estimated assets and debts at
$50 million.


CONTINENTAL AIRLINES: S&P Puts B Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on equipment
trust certificates and enhanced equipment trust certificates of:

   -- America West Airlines Inc. (B-/Negative/--),
   -- American Airlines Inc. (B-/Stable/--),
   -- Continental Airlines Inc. (B/Negative/--), and
   -- Northwest Airlines Inc. (B/Negative/--;

includes issues of NWA Trust No. 1 and NWA Trust No. 2) on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.
Affected securities total about $13.2 billion.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.

"In such a scenario, which could be triggered by renewed
terrorism, a further spike upward in fuel prices, or a need by
airlines to shed costly pension liabilities, holders of aircraft-
backed debt could be less willing or able to enforce their claims
to full repayment from bankrupt airlines.  Standard & Poor's also
continues to be concerned that a legal dispute over the rights of
certain creditors to repossess aircraft from bankrupt United Air
Lines Inc., could set a precedent that would further undermine
creditors' bargaining position vis-.-vis airlines in Chapter 11,"
the credit analyst continued.

Standard & Poor's ratings on aircraft-backed debt of:

   -- Delta Air Lines Inc. (CC/Watch Pos/--),
   -- FLYi Inc. (CC/Watch Dev/--),
   -- US Airways Inc. (rated 'D'), and
   -- special purpose entities Air 2 U.S. LLC and
   -- PBG Aircraft Trust

are already subject to CreditWatch reviews, albeit in some
cases CreditWatch with different implications, and the foregoing
issues will be considered in those reviews.

Standard & Poor's ratings on equipment trust certificates (ETC's)
and enhanced equipment trust certificates (EETC's) incorporate
consideration of an airline's risk of bankruptcy, its likelihood
of affirming such financings in any bankruptcy reorganization,
legal rights available to holders of aircraft-backed obligations
in Chapter 11, and the desirability of collateral backing such
obligations.

As such, the ability and willingness of creditors to enforce
claims against a bankrupt airline and, if necessary, to repossess
collateral, is an important rating factor.  The experience of
bankruptcies during the past several years has shown that holders
of public bonds backed by aircraft have been reluctant to
repossess collateral, preferring to seek renegotiation of terms
(particularly where payments to the controlling senior class of
EETC's could be preserved).

The potential scenario of widespread simultaneous U.S. airline
bankruptcies, which could include also liquidation of weaker
airlines, would present a serious challenge to holders of
aircraft-backed debt.  Values of many models of aircraft have
strengthened since the second quarter of 2003, but such progress
could be reversed for certain types of planes (particularly
those widely used by large U.S. hub-and-spoke airlines, the so-
called "legacy carriers") in such a scenario.

What distinguishes the current U.S. industry environment from
those in the past (excepting brief periods following the
Sept. 11, 2001, attacks and during the Iraq War) is the breadth of
credit deterioration, despite favorable economic conditions.

Airlines carrying over 80% of total U.S. traffic are rated 'B' or
lower, indicating a significant risk of default if industry
conditions were to deteriorate further.  Although many of the
legacy carriers have lowered their operating costs and, for
certain bankrupt airlines, their financial obligations as well,
all continue to be unprofitable.

Standard & Poor's does not anticipate that these airlines,
even with further cost-cutting efforts and a possible return to
profitability, will be able to restore their financial strength to
levels achieved during the industry upturn of the mid- to late-
1990s.

Accordingly, the legacy airlines will likely remain vulnerable in
the next industry downturn, which could coincide with a global
cyclical decline or could be triggered by specific external
factors such as terrorism or high fuel prices.

The reluctance of aircraft creditors to repossess collateral could
be reinforced if a ruling by the bankruptcy judge presiding over
United Air Lines' reorganization stands, or if it is rendered moot
by a negotiated settlement between certain debt-holders and the
airline (see Standard & Poor's commentary "United Air Lines Legal
Battle Could Set Negative Precedent for Aircraft Debt," Dec. 10,
2004).

The judge issued a temporary restraining order on Nov. 26, 2004,
preventing repossession by trustees on behalf of various aircraft
creditors of 14 aircraft operated by United.  The ruling is being
appealed, with a hearing in a district court currently scheduled
for March 10, 2005.  If creditors are not able to move quickly to
repossess planes when the bankrupt airline is not making scheduled
debt or lease payments, due to legal challenges by the debtor,
then creditors' bargaining position and prospects for placing
aircraft with other operators are eroded.

Standard & Poor's CreditWatch review will incorporate
consideration of these various factors, but resolution will not
necessarily await a definitive outcome of the United legal
dispute, as timing of that is uncertain.

Northwest Airlines Inc., was downgraded July 28, 2004, and ratings
on that company's aircraft-backed debt to some extent already
incorporate Standard & Poor's concerns, which could accordingly
limit the likelihood or extent of further downgrades in that case.


CRITICAL PATH: Equity Deficit Widens to $110 Million at Dec. 31
---------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH), disclosed financial results for
the fourth quarter and year ended December 31, 2004.

For the fourth quarter of 2004, revenues were $19.5 million,
compared to $17.5 million in the third quarter of 2004 and
$20.0 million in the fourth quarter of 2003.  For the fiscal year
2004, revenues were $71.1 million, compared to $72.3 million for
the 2003 fiscal year.

                          GAAP Results

For the fourth quarter of 2004, net loss attributable to common
shareholders, based on United States generally accepted accounting
principles -- GAAP, was $10.7 million compared to a net loss of
$30.4 million for the third quarter of 2004 and a net loss of
$18.1 million for the fourth quarter of 2003.  For the fourth
quarter of 2004, total cost of net revenues and operating
expenses, based on GAAP, were $25.7 million, compared to
$27.7 million for the third quarter of 2004 and $33.6 million for
the fourth quarter of 2003.

For the 2004 fiscal year, net loss attributable to common
shareholders, based on GAAP, was $66.6 million, compared to a net
loss of $74.6 million, for the 2003 fiscal year.  For the 2004
fiscal year, total cost of net revenues and operating expenses,
based on GAAP, were $112.5, compared to $123.2 million for the
2003 fiscal year.

                    Adjusted EBITDA Results

For the fourth quarter of 2004, earnings before interest income,
interest expense, provision for income taxes, depreciation and
amortization adjusted to exclude other items such as other income
expense, net, loss on extinguishment of debt, gain on investment,
non-cash severance, reserve for officer note receivable,
restructuring expenses, stock-based expenses and accretion on
mandatorily redeemable preferred stock or adjusted EBITDA, a
non-GAAP measure which we use to measure the performance of our
business, was a loss of $2.0 million, compared to a loss of
$4.9 million for the third quarter of 2004 and a loss of
$3.5 million for the fourth quarter of 2003.  For the fourth
quarter of 2004, total cost of net revenues and operating expenses
on an adjusted EBITDA basis were $21.5 million, compared to
$22.4 million for the third quarter of 2004 and $23.4 million for
the fourth quarter of 2003.

For the 2004 fiscal year, adjusted EBITDA loss was $22.8 million
compared to a loss of $22.5 million, for the 2003 fiscal year.
For the 2004 fiscal year, total cost of net revenues and operating
expenses on an adjusted EBITDA basis were $93.8 million, compared
to $94.8 million for the 2003 fiscal year.

"I am very pleased with our continued progress toward a sound
financial structure," said Mark Ferrer, chief executive officer
and chairman of Critical Path.  "Not only have we continued toward
profitability, we have introduced two new exciting solutions that
position us well for future growth."

As of December 31, 2004, the Company's cash and cash equivalents
totaled $23.2 million, compared to $20.2 million at Sept. 30, 2004
and $19.0 million at December 31, 2003.

                            Guidance

The Company currently expects revenue for the first quarter of
2005 to be in the range of $17.0 million to $19.0 million.

The following guidance is on an adjusted EBITDA (non-GAAP) basis
as described above.  If the Company is successful in delivering
the middle to high end of its revenue range, it expects total
gross margins in the first quarter to increase to a range of 45%
to 50%.  Additionally, the Company expects its operating expenses
to remain relatively unchanged from the fourth quarter of 2004 and
be in the range of $10.0 million to $11.0 million in the first
quarter of 2005.

                          Regulation G

Due to the forward-looking nature of the projections of gross
margins and operating expenses on an adjusted EBITDA basis given
directly above, information to reconcile such non-GAAP financial
measures to the most directly comparable GAAP measures is not
available without unreasonable effort.  The Company believes that
the information necessary to reconcile the non-GAAP financial
measures to GAAP, such as future restructuring costs, if any,
other income (expense), interest income and expense, stock-based
expenses and accretion on mandatorily redeemable preferred stock,
are not reasonably estimable or predictable.

The Company uses both GAAP and non-GAAP metrics to measure its
financial results.  It utilizes two primary non-GAAP metrics:
income (loss) on an adjusted EBITDA basis and the total of cost of
net revenues and operating expenses on an adjusted EBITDA basis.
The most directly comparable GAAP measures are net income (loss)
attributable to common shareholders and the total of cost of net
revenues and operating expenses, respectively.  Management
believes that, in addition to GAAP metrics, these non-GAAP metrics
assist the Company in measuring its cash-based performance.  In
addition, management believes these non-GAAP metrics are useful to
investors because they remove unusual and nonrecurring charges
that occur in the affected period and provide a basis for
measuring the Company's financial condition against other
quarters.  Since the Company has historically reported non-GAAP
results to the investment community, management also believes the
inclusion of non-GAAP measures provides consistency in its
financial reporting.  However, non-GAAP financial measures should
not be considered in isolation from, or as a substitute for,
financial information prepared in accordance with GAAP.  The
calculations for these non-GAAP metrics are in the alternative
measurement reconciliation table below.

        Preliminary Results of Sarbanes-Oxley 404 Review

Beginning with the year ending December 31, 2004, United States
Securities and Exchange Commission rules promulgated under Section
404 of the Sarbanes-Oxley Act of 2002 require us to provide an
annual report of management on internal control over financial
reporting.  In seeking to achieve compliance with Section 404
within the prescribed period, management has engaged outside
consultants and adopted a detailed project work plan to assess the
adequacy of our internal control over financial reporting,
validate through testing that internal controls are functioning as
documented and remediate internal control weaknesses that may be
identified.

As a result of efforts to-date on this initiative, we have
identified deficiencies, which we believe are material weaknesses
in our internal control over financial reporting.  These material
weaknesses relate to issues involving inadequate segregation of
duties in numerous business processes, inadequate internal
controls over accounting for income taxes and other taxes and lack
of resources to apply generally accepted accounting principles to
significant non-routine transactions.  Based upon these material
weaknesses, in management's report on internal controls over
financial reporting we will conclude that our internal control
over financial reporting was ineffective as of December 31, 2004.

We have identified additional deficiencies in internal control
over financial reporting and we have not yet determined whether
they constitute material weaknesses.  We may identify further
material weaknesses during the continuing course of management's
assessment of our internal control over financial reporting.
Although we are working diligently to complete our assessment, we
are uncertain whether we will complete this work in a timely
fashion.

The existence of a material weakness or weaknesses is an
indication that there is more than a remote likelihood that a
material misstatement of our financial statements will not be
prevented or detected by internal controls over financial
reporting.  Additional information regarding these and potentially
other material weaknesses and plans for remediation will be
disclosed in our upcoming management report on internal controls
over financial reporting to be included in our annual report on
Form 10-K.

Management is committed to the short-term and long-term
improvement of our internal controls over financial reporting and
will work diligently to refine our procedures and internal
controls to address the material weaknesses identified.  The
effectiveness of the steps we have taken to date and the steps we
will take in the future will be subject to continued management
review, as well as audit committee oversight.

The financial information contained in this press release is based
on current estimates and we are not aware of any pending
adjustments that will need to be made.  Actual results may differ
materially as a result of the completion of our review of our
financial performance for the fourth quarter and year ended
December 31, 2004 and completion of our audit for the fiscal year
ended December 31, 2004.

Critical Path's Memova(TM) solutions provide a new and improved
email experience for millions of consumers worldwide, helping
mobile operators, broadband and fixed-line service providers
unlock the potential of email in the mass market.  Memova(TM)
Mobile gives consumers instant, on-the-go access to the messages
that matter most.  Featuring industry-leading anti-spam and
anti-virus technology, Memova(TM) Anti-Abuse protects consumers
against viruses and spam.  Memova(TM) Messaging provides consumers
with a rich email experience, enabling service providers to
develop customized offerings for high-speed subscribers.
Headquartered in San Francisco, California with offices around the
globe, Critical Path's messaging solutions are deployed by more
than 200 service providers throughout the world.  More information
is available at http://www.criticalpath.net/

As of Dec. 31, 2004, Critical Path's stockholders' deficit widened
to $110,061,000 compared to a $101,579,000 deficit at Sept. 30,
2004.


DESERET MUTUAL: S&P Cuts Credit Rating to 'Bpi' from 'BBpi'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Deseret Mutual Insurance Company
to 'Bpi' from 'BBpi'.

"The ratings are based on the company's weak and volatile
operating performance, weak capitalization, high geographic and
product-line concentrations, and weak liquidity," said Standard &
Poor's credit analyst Peter Troisi.

Based in Salt Lake City, Utah, Deseret's products include accident
and health, individual annuity, and group life and annuity
products.  The company, which began operations in 1969, operates
mainly in Utah.  However, the company received authorization to
operate in Hawaii in 2002.  The company is controlled by The
Church of Jesus Christ of Latter-day Saints and its related
organizations.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


DOCTORS COMPANY: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Doctors Company an
Interinsurance Exchange -- Doctors Company, and its wholly owned
subsidiary, Professional Underwriters Liability Insurance Company
-- Professional Underwriters, to 'BBpi' from 'BBBpi'.

At the same time, Standard & Poor's affirmed its 'BBpi'
counterparty credit and financial strength ratings on wholly owned
subsidiary Doctors Life Insurance Company -- Doctor's Life.

"The downgrades are based on Doctors Co.'s weak earnings, marginal
liquidity, and high product line concentration, partly offset by
very strong capitalization and moderate geographic
diversification," explained Standard & Poor's credit analyst James
Sung.

The ratings on Doctors Life is on a standalone basis, with no
implied credit for group support, and is based on the company's
small capital base and extremely high geographic concentration.

Doctors Company's operating performance is weak, based on
significant net losses totaling $106 million in 2003 and 2002.
These losses weigh down the company's five-year historical ROR to
negative 4.1%, for the period of 1999 to 2003.  In addition, the
company's five-year earnings adequacy ratio, based on Standard &
Poor's model, was considered weak.  However, operating performance
improved through the first nine months of 2004, with net income of
$29.5 million compared with a net loss of $18.9 million in the
same period in 2003.

Liquidity is marginal, as demonstrated by a Standard & Poor's
liquidity ratio of 83% in 2003.  Capitalization is very strong
based on a Standard & Poor's capital adequacy ratio of 157% in
2003.  Through the first nine months of 2004, statutory surplus
increased by $29.6 million over year-end 2003, to reach
$379.8 million.

High product line concentration in medical malpractice limits the
rating as it exposes the company to significant competitive,
political, and regulatory risks.

Geographic diversification is moderate as the top five states
constituted 55% of total direct premiums written in 2003.

Started in 1976, Doctors Company is a physician-owned, reciprocal
insurer domiciled in California.  Doctors Company writes medical
professional liability insurance as an admitted carrier in 48
states, the District of Columbia, and the territory of Guam.
Doctors Company has three wholly owned insurance subsidiaries, The
Doctors Life Insurance Company, Professional Underwriters
Liability Insurance Company, and Underwriter for the Professions
Insurance Company.

     Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.  They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript.  Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs.  Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


DOTRONIX INC: Dried-Up Credit Line Triggers Going Concern Doubt
---------------------------------------------------------------
Dotronix, Inc., (OTCBB:DOTX) disclosed its second quarter results.

Fiscal 2005 second quarter revenues (quarter ended Dec. 31, 2004)
were $116,000, as compared to revenues of $195,000 in the second
quarter of fiscal 2004 (quarter ended Dec. 31, 2003).

The net loss in the second quarter of fiscal 2005 was $(393,701),
as compared to net loss in the second quarter of the previous year
of $(171,616).

      Results Summary for the Quarter and Six Month periods
                         (In thousands)

                        Second Quarter Ended     Six Months Ended
                            December 31            December 31

                          2004       2003        2004       2003
                          ----       ----        ----       ----
      Revenues            $116       $195        $400       $512

      Net  loss          $(394)     $(172)      $(619)     $(293)

Dotronix, Inc., also reported that a "Going Concern" note was
included in the Notes to Financial Statements in its 10-QSB for
the quarter ended Dec. 31, 2004, which was filed on Feb. 22, 2005.
The note states that because the Company's lender will no longer
advance funds under its line of credit there is substantial
uncertainty that the Company will be able to continue as a going
concern.


DRUG ROYALTY: S&P Puts BB Rating on $9.9 Million Class C Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Drug Royalty LLC's $68.5 million floating-rate secured
notes series 2005-1 due 2014.

The preliminary ratings are based on information as of Feb. 24,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- Historically strong sales of the drugs that generate the
      royalty payment rights -- the royalty assets -- owned by
      the issuer;

   -- Diversity provided by the eight drugs underlying the royalty
      asset pool;

   -- The credit quality of the drug marketers and distributors
      generating royalty asset revenue;

   -- Structural enhancements embedded in the transaction; and

   -- The strength of the transaction's legal structure.

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

                  Preliminary Ratings Assigned

                        Drug Royalty LLC

              Class          Rating          Amount
              -----          ------          ------
              A              A            $42,600,000
              B              BBB          $16,000,000
              C              BB            $9,900,000


ENTERPRISE PRODUCTS: TEPPCO Purchase Doesn't Affect S&P BB+ Rating
------------------------------------------------------------------
Standard & Poor's Rating Services said that the acquisition of the
general partner of TEPPCO Partners L.P., (BBB/Stable/--) by
Enterprise Products Company Inc. -- EPCO -- will not affect the
ratings or outlook on Enterprise Products Partners L.P.
(BB+/Positive/--).

EPCO is the majority owner of Enterprise Products Partners'
general partner.  An existing non-consolidation opinion is
expected to safeguard the separateness between EPCO, Enterprise
Products GP LLC, Enterprise Products Partners' general partner,
and Enterprise Products Partners.

Standard & Poor's assessment also relies on representations by
EPCO's management that Enterprise Products Partners will not
provide capital or credit support to EPCO to facilitate the
current transaction or any other transaction in the future.  The
company has represented that this is not a merger of Enterprise
Products Partners and TEPPCO.  Standard & Poor's will continue to
monitor the relationships between EPCO, Enterprise Products
Partners, and TEPPCO to determine whether or not the anticipated
separateness is maintained.


EVOLVED DIGITAL: Closes $8.2 Mil. Private Debt & Equity Placements
------------------------------------------------------------------
Evolved Digital Systems, Inc. (TSX: EVD), confirmed the closing of
the previously announced equity and debt financing package of up
to $8,200,000.  The initial closing of $6,000,000 consisted of a
$3,000,000 loan from Argosy Bridge Fund L.P. II and a $3,000,000
private placement of First Series A Preferred Shares to qualified
investors.  Additional equity and debt closings of up to
$2,200,000 are subject to certain terms and conditions and are
anticipated to occur prior to August 30, 2005.  The proceeds from
the private placement will be used for working capital and other
general corporate purposes.

With over 100 customer locations across North America, Evolved
Digital Systems, Inc., is a healthcare technology solutions
company.  Its services and enabling technologies transform
hospital and clinic imaging departments from manual to
digital- based systems, improving efficiency, turnaround time, and
patient care.  Evolved is a publicly traded company listed on the
Toronto Stock Exchange.  Corporate headquarters are based in
Laval, Quebec.  U.S. offices are located in Brentwood, Tennessee.

Evolved Digital's September 30, 2004, financial statements express
significant doubt about the company's ability to continue as a
going concern, noting that the Company has incurred significant
operating losses, negative operating cash flows, and that the
Company is dependent on additional financing or capital to fund
its future operations.


EXTENDICARE HEALTH: Posts $39.1 Million Net Income in 4th Quarter
-----------------------------------------------------------------
Extendicare Health Services, Inc. -- EHSI -- a wholly owned
subsidiary of Extendicare, Inc. (TSX:EXE.MV) (TSX:EXE.SV)
(NYSE:EXE), reported net earnings of $39.1 million in the three
months ended December 31, 2004, compared to $8.2 million in the
2003 fourth quarter.  Results for the 2004 fourth quarter included
a $31.9 million tax benefit associated with the 1999 sale of a
former subsidiary.  In addition, the 2004 fourth quarter results
included a $1.5 million loss on the valuation of interest rate
caps and a loss on disposal of assets and impairment of long-lived
assets of $6.8 million.

"This past year was a successful one for EHSI, driven by the
strength of our sales approach to Medicare census," said Mel
Rhinelander, Chairman and Chief Executive Officer of EHSI.  "We
made great strides on a number of fronts in 2004, including the
announcement of our first major acquisition in a number of years.
We have much more to do in the coming year to increase our
operational performance, but I am confident we will continue to
execute at a very high level."

EHSI's Medicare patient census on a same-facility basis increased
to 16.7% of total nursing home census in the 2004 fourth quarter
compared to 15.9% in the 2003 fourth quarter, and EHSI's average
daily Medicare patient census rose 6.4% to 2,121. Nursing home
occupancy, on a same-facility basis, rose during the 2004 fourth
quarter to 92.7% compared to 91.7% in the 2003 fourth quarter.

EHSI recorded a tax benefit of $31.9 million related to the sale
of its former subsidiary Arbor Health Care Company.  EHSI has
already realized $9.2 million and expects to receive the remaining
$22.7 million either through a refund of taxes paid or as an
offset against taxes to be paid in 2005.

On January 31, 2005, EHSI finalized the acquisition of Assisted
Living Concepts, Inc., of Dallas, Texas for approximately
$278.2 million, including the assumption of $137.3 million of
debt.  ALC's unaudited revenue, EBITDA and pre-tax earnings for
the year ended December 31, 2004, were $176.0 million,
$28.1 million, and $10.7 million, respectively.  The acquisition
solidifies the Company's position as a leading provider in the
assisted living segment of senior care.

The President's recent budget is proposing Medicare savings of
$1.5 billion in 2006 by eliminating funding enhancements to long-
term care providers.  If implemented in full, this would
negatively impact EHSI by $20.1 million based on 2004 results.
EHSI cautions investors that legislation of this nature often
changes significantly as it moves through Congress.  EHSI along
with other members of its industry is lobbying for the
continuation of the funding as it contributes significantly to
maintaining quality care for seniors.

In early 2005, the State of Pennsylvania received approval from
the Centers for Medicare and Medicaid Services for its four-year
supplemental provider tax plan, retroactive to July 1, 2003.  The
plan allows for an increase in funding from the State, a portion
of which will be offset by an increase in state assessment taxes
to be paid by long-term care providers.  Although subject to
finalization, the State has indicated the impact for the first two
years, and the Company anticipates receiving a net benefit to 2005
pre-tax earnings of $2.6 million, for the July 1, 2003 to
June 30, 2004 period, and $1.0 million covering the July 1, 2004
to June 30, 2005 period.

At year-end, EHSI confirmed with its independent actuary, the
adequacy of the Company's balance sheet reserves related to
resident care liability claims.

     Quarters Ended December 31, 2004 and December 31, 2003

Revenue increased $14.9 million, or 6.6%, over the 2003 fourth
quarter.  Nursing and assisted living facilities no longer
operated by the Company contributed $6.2 million to revenue in the
2003 fourth quarter prior to their disposal.  Revenue from ongoing
operations increased by $21.1 million, or 9.6%, over the 2003
fourth quarter due to:

   * an average increase in payor rates of $10.3 million;

   * revenue from new facilities acquired or built of
     $4.4 million;

   * improvements in census and patient mix of $3.6 million;

   * increased nursing home ancillary services of $2.1 million;
     and

   * other revenue of $0.7 million.

EBITDA increased $1.6 million to $29.8 million in the 2004 fourth
quarter from $28.2 million in the 2003 fourth quarter.  EBITDA as
a percent of revenue was 12.4% compared to 12.5% in the 2003
fourth quarter.  The Company experienced lower margins in the 2004
fourth quarter as a result of higher nursing home operating costs.
Labor related costs increased $9.9 million between periods
associated with higher staffing levels to accommodate increased
census, and included an average wage rate increase of 3.0%.

Net interest costs for the 2004 fourth quarter declined
$4.9 million from the 2003 fourth quarter.  Lower average debt
levels and interest rates reduced the Company's interest costs
between periods.  In addition, interest income was higher between
periods by $2.1 million as a result of recording $3.7 million of
interest in the 2004 fourth quarter associated with the tax
refunds, partially offset by lower interest income on notes
receivable that have been collected.

      Years Ended December 31, 2004 and December 31, 2003

Net earnings for the year ended December 31, 2004 rose
$47.6 million to $67.7 million from net earnings of $20.1 million
for the year ended December 31, 2003.  Results for the 2004-year
included an $8.0 million loss on the valuation of interest rate
caps, a loss on disposal of assets and impairment of long-lived
assets of $8.5 million, and a loss on refinancing and retirement
of debt of $6.5 million.  In addition, EHSI reported a tax benefit
of $31.9 million related to the 1999 sale of a former subsidiary.

Revenue increased $77.5 million or 8.9% over the 2003 year.
Nursing and assisted living facilities no longer operated by the
Company contributed $14.2 million and $25.5 million to revenue
prior to their disposal for the 2004 and 2003 periods,
respectively.  Revenue from ongoing operations increased by
$88.8 million or 10.5% over 2003 due to:

   * an average increase in payor rates of $48.0 million;
     improvements in census and patient mix of $15.3 million;

   * revenue from new facilities acquired or built of
     $13.0 million;

   * increased nursing home ancillary services of $6.2 million;
     and

   * other revenue of $6.3 million.

EBITDA increased 33.3% to $132.4 million in 2004 from
$99.3 million in 2003.  EBITDA as a percent of revenue rose to
14.0% from 11.4% in 2003.

Extendicare Health Services, Inc., of Milwaukee, Wisconsin is a
wholly owned subsidiary of Extendicare Inc.  Through its
subsidiaries, Extendicare Inc. operates 267 long-term care
facilities across North America, with capacity for over 27,800
residents.  As well, through its operations in the United States,
Extendicare offers medical specialty services such as subacute
care and rehabilitative therapy services, while home health care
services are provided in Canada.  The Company employs 35,800
people in the United States and Canada.

                         *     *     *

As reported in the Troubled Company Reporter on April 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to nursing home company Extendicare Health Services Inc.'s
new senior secured credit facility due June 2009.  A recovery
rating of '1' also was assigned to the facility, indicating the
expectation for a full recovery of principal in the event of a
default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $125 million of new senior subordinated notes due
2014. Proceeds of the notes will be used, along with cash and a
modest draw on the new revolver, to repay existing senior
subordinated notes.  The outlook was revised to positive from
stable.


EXTENDICARE INC: Earns $58.9 Million of Net Income in 4th Quarter
-----------------------------------------------------------------
Extendicare, Inc., (TSX:EXE.MV)(TSX:EXE.SV)(NYSE:EXE) released its
financial results for the fourth quarter and year ended
Dec. 31, 2004.

Extendicare's Board of Directors has declared dividends of $0.05
per Subordinate Voting Share and $0.025 per Multiple Voting Share,
payable on May 16, 2005 to shareholders of record on
April 29, 2005.  This will result in an annualized dividend
payment to the Subordinate and Multiple Voting shareholders of
$0.20 per share and $0.10 per share, respectively, for total
dividends of approximately $12.5 million per year.

The Company reported fourth quarter net earnings of $58.9 million
compared to $16.9 million in the 2003 fourth quarter.  Earnings
from health care operations prior to the undernoted items rose to
$20.6 million compared to $14.3 million in the 2003 fourth
quarter.

"The past year was a successful one for Extendicare, driven by the
strength of our sales approach to Medicare census in the U.S. and
the steady performance of our Canadian operations," said Mel
Rhinelander, Extendicare Inc.'s President and Chief Executive
Officer.  "With strong cash flow and a strengthened balance sheet,
Extendicare is now positioned to offer investors a regular
quarterly dividend, making us one of a few dividend paying growth
companies in our health care sector."

Extendicare recorded a tax benefit of $39.0 million
(US$31.9 million) related to the 1999 sale of its former
subsidiary Arbor Health Care Company.  Extendicare Health
Services, Inc., -- EHSI -- has already realized US$9.2 million and
expects to receive the remaining US$22.7 million either through a
refund of taxes paid or as an offset against taxes to be paid in
2005.

On January 31, 2005, EHSI finalized the acquisition of Assisted
Living Concepts, Inc., of Dallas, Texas for approximately
US$278.2 million, including the assumption of US$137.3 million of
debt.  The acquisition solidifies the Company's position as a
leading provider in the assisted living segment of senior care.
ALC's unaudited revenue, EBITDA and pre-tax earnings for the year
ended December 31, 2004 were US$176.0 million, US$28.1 million,
and US$10.7 million, respectively.  As earlier stated, Extendicare
expects the acquisition to be accretive in 2005.  The Company
anticipates achieving operational improvements and synergies
ranging from US$4.0 million to US$6.0 million on an annualized
basis by the third quarter of 2005. Extendicare expects the cost
savings will be realized through the integration of the executive
management teams, elimination of ALC's reorganization program,
board of directors' fees, and public reporting requirements, and
through lower professional fees and insurance costs.

The U.S. President's recent budget is proposing Medicare savings
of US$1.5 billion in 2006 by eliminating funding enhancements to
long-term care providers.  If implemented in full, this would
negatively impact Extendicare by US$20.0 million based on 2004
results.  Extendicare cautions investors that legislation of this
nature often changes significantly as it moves through Congress.
Extendicare along with other members of its industry is lobbying
for the continuation of the funding as it contributes
significantly to maintaining quality care for seniors.

In early 2005, the State of Pennsylvania received approval from
the Centers for Medicare and Medicaid Services for its four-year
supplemental provider tax plan, retroactive to July 1, 2003.  The
plan allows for an increase in funding from the State, a portion
of which will be offset by an increase in state assessment taxes
to be paid by long-term care providers.  Although subject to
finalization, the State has indicated the impact for the first two
years, and the Company anticipates receiving a net benefit to
EHSI's 2005 pre-tax earnings of US$2.6 million, for the
July 1, 2003 to June 30, 2004 period, and US$1.0 million covering
the July 1, 2004 to June 30, 2005 period.

At year end, Extendicare confirmed the adequacy of the Company's
balance sheet reserves related to resident care liability claims
with its independent actuary.

     Quarters Ended December 31, 2004 and December 31, 2003

Revenue declined by $5.6 million to $426.0 million during the 2004
fourth quarter in comparison to the 2003 fourth quarter.  However,
prior to the negative impact of the stronger Canadian dollar,
revenue grew 4.2%.  Of this 4.2% increase, ongoing operations grew
7.4% but were partially offset by the disposal, or ceasing of
operations that had contributed $12.6 million in revenue in the
2003 fourth quarter.  Ongoing U.S. operations revenue grew 9.7% in
its functional currency, primarily due to a 6.8% increase in
average nursing home rates, and a 6.4% increase in average daily
Medicare patient census.  EHSI's new nursing and assisted living
centres contributed 2.0% to the growth over the 2003 fourth
quarter.  Revenue from ongoing Canadian operations grew
$2.3 million, or 1.8%, approximately half of which was from the
new Ontario homes.  ParaMed's home health care revenue declined
$1.6 million due to a 5.4% reduction in service hours.

EBITDA rose to $52.0 million in the 2004 fourth quarter from
$50.6 million in the 2003 fourth quarter.  EBITDA as a percent of
revenue increased to 12.2% from 11.7% in the 2003 fourth quarter.
EBITDA for the 2004 fourth quarter grew by 10% over the 2003
fourth quarter, prior to the $3.7 million negative impact of the
stronger Canadian dollar.

U.S. EBITDA grew 9.0% in its functional currency for the 2004
fourth quarter in comparison to the 2003 fourth quarter. The
impact of new facilities was offset by disposed operations.

EBITDA from Canadian operations improved $1.7 million, or 13.7%,
to $13.8 million in the 2004 fourth quarter.  The contribution
from new Ontario homes was offset by disposed operations.
Remaining nursing home operations improved primarily due to
funding enhancements.  Canadian home health care operations
generated improved earnings, despite lower volumes, as a result of
higher rates and reduced costs.

Net interest costs for the 2004 fourth quarter declined
$6.2 million from the 2003 fourth quarter.  Lower average debt
levels and interest rates reduced the Company's interest costs
between periods.  In addition, interest income was higher between
periods by $2.3 million as a result of recording $4.8 million of
interest in the 2004 fourth quarter associated with the tax
refunds, partially offset by lower interest income on notes
receivable that have been collected.

The Company's share of earnings of equity investments improved to
$5.3 million in the 2004 fourth quarter, compared to $2.6 million
in the 2003 fourth quarter, primarily due to an investment gain
earned by Crown Life Insurance Company.

The Company benefited from a $66.8 million cash dividend from
Crown Life Insurance Company during the 2004 fourth quarter, of
which $52.7 million was classified as cash from operations, and
$14.1 million was classified as a return of investment on the cash
flow statement.  As a result of the dividend and improvement in
earnings, cash flow from operations increased by $78.8 million to
$108.1 million.

      Years Ended December 31, 2004 and December 31, 2003

Net earnings for the year ended December 31, 2004 doubled to
$125.2 million from net earnings of $60.7 million for the year
ended December 31, 2003.  Earnings from health care operations,
prior to the items disclosed separately, increased by
$39.8 million to $80.7 million from $40.9 million in 2003.  The
stronger Canadian dollar negatively impacted net earnings for 2004
by $9.3 million in comparison to 2003.

Revenue increased $22.2 million to $1,746.8 million in 2004.
However, prior to the negative impact of the stronger Canadian
dollar, revenue in 2004 grew 6.8% over 2003.  Of this 6.8%
increase, ongoing operations grew 9.0%, but were partially offset
by the disposal, or ceasing of operations that had contributed
$22.9 million and $57.0 million in revenue in 2004 and 2003,
respectively.  Ongoing U.S. operations revenue grew 10.5% in its
functional currency, primarily due to higher funding levels and an
8.5% growth in average daily Medicare patient census.  EHSI's new
U.S. nursing and assisted living centres contributed 1.5% to the
growth over last year.  Revenue from ongoing Canadian operations
grew $24.9 million, or 5.3%, of which new Ontario nursing homes
added $14.1 million, with the remaining improvement primarily due
to funding to enhance resident care, partially offset by lower
home health care revenue.  Revenue from ongoing Canadian home
health care operations declined by $3.8 million due to a 6.0%
decline in service hours, partially offset by improved rates.

EBITDA rose 20.2% to $224.6 million in 2004 from $186.8 million
last year, despite a 7.3% decline due to the stronger Canadian
dollar.  EBITDA as a percent of revenue increased to 12.9% from
10.8% in the prior year.  EBITDA from U.S. operations improved
25.8%, or $36.3 million to $176.9 million. EBITDA from Canadian
operations grew 3.1% to $47.7 million.  The sale of nursing homes
and discontinuation of home health care operations in B.C.
unfavourably impacted Canadian EBITDA by $1.5 million between
years.  Ongoing Canadian operations experienced a 6.7% growth in
EBITDA due primarily to a $2.7 million contribution from new
Ontario nursing homes.  EBITDA from the remaining Canadian
operations remained stable despite a challenging Ontario market in
which Extendicare experienced lower home health care volumes,
lower property tax funding of $0.8 million and reduced
accommodation revenue due to lower occupancy of $0.8 million.

Extendicare, Inc., through its subsidiaries, currently operates
440 long-term care facilities across North America, with capacity
for over 34,400 residents.  As well, through its operations in the
United States, Extendicare offers medical specialty services such
as subacute care and rehabilitative therapy services, while home
health care services are provided in Canada.  The Company employs
38,000 people in North America.

                         *     *     *

As reported in the Troubled Company Reporter on April 14, 2004,
Standard & Poor's Ratings Services affirmed Extendicare Inc.'s
'B+' corporate credit rating.  The outlook was revised to positive
from stable.


FRIEDMAN'S: Landlords Object to Extension of Lease Decision Period
------------------------------------------------------------------
Kupelian Ormond & Magy, P.C., and McCallar Law Firm, counsel to
some of Friedman's, Inc., and its debtor-affiliates' landlords,
don't want the jewelry retailer to get any open-ended or long-term
period to decide whether to assume, assume and assign, or reject
unexpired leases on nonresidential real property pursuant to
Section 365(d)(4) of the Bankruptcy Code.  Moreover, they don't
want the Court to sanction any further delay in payment of the
Debtors' post-petition lease obligations.

These Landlords include:

     1) Malan Midwest, LLC,
     2) Ramco Properties Associates Limited Partnership,
     3) Ramco Gershenson Properties, L.P., and
     4) Ramco Properties Associates Limited Partnership.

As previously reported in the Troubled Company Reporter,
Friedman's asked the Court for a short 10-day extension of time to
file a formal request for an extension of their deadline to assume
or reject leases.  March 15 is the current deadline.

The Landlords tell the Court that the Debtor is poised to propose
and uncertain and potentially indefinite extension of their lease-
decision period.  This will unfairly prejudice the rights of the
Landlords.  Additionally, there is no reason why the Debtors' are
delaying rent payments beyond Feb. 18, 2005.  The Debtors are in
danger of violating Section 365(d)(3) of the Bankruptcy Code,
which assists landlords to obtain postpetition rent payment and
provides timing-of-payment advantage over ordinary administrative
claims.

The Landlords are willing to agree to the extension provided that:

    a) it will not be longer than Apr. 10, 2005;

    b) it will not prejudice the Landlords' rights to file a
       motion to compel an earlier date for assumption or
       rejection of the leases;

    c) the burden of persuasion imposed by Section 365 will remain
       on Friedman's; and

    d) it will not prejudice the Landlords' rights to prorated
       rent and all other charges allowed under the lease
       agreements.

James P. Smith, Esq., at Arnall Golden Gregory LLP, in Macon,
Georgia, complains that Landlords have become involuntary post-
petition lenders to Friedman's.  Mr. Smith's clients, The Macerich
Company and The Prudential Insurance Company of America, estimate
the Debtors' unpaid post-petition rent obligations approximate
$9.75 million.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/--is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on Jan.
14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W. Butler,
Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson, Esq., and
Alexa N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP represent the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors it listed
$395,897,000 in total assets and $215,751,000 in total debts.


GRUPO TMM: Incurs $13.1 Million Net Loss in Fourth Quarter
----------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM) (BMV:TMM A; "TMM"), reported revenues
from operations of $67.8 million for the fourth quarter of 2004
compared to $59.0 million for the same period of 2003.  Improved
revenues were reported at Specialized Maritime, Ports and
Logistics operations.  Fourth-quarter 2004 operating income
increased from $0.3 million in 2003 to $0.7 million in 2004.  Net
loss in the fourth quarter after discontinuing operations was
$13.1 million in 2004, compared to a net loss in 2003 of
$66.3 million.  Fourth-quarter 2004 selling, general and
administrative costs, including restructuring charges, decreased
$0.3 million, or 3.6 percent, compared to the same period of last
year and reflected cost savings associated with the completion of
the Company's debt restructuring.

For the 12 months of 2004, revenues from operations were
$251.0 million compared to $226.9 million for the same period of
2003.  Improved revenues were reported at all Grupo TMM divisions.
Operating income in the period improved $6.4 million, from an
operating loss of $2.3 million in 2003 to operating income of
$4.1 million in 2004.  Net results after discontinuing operations
for the 2004 full year improved $63.3 million from the
year-earlier period.  SG&A costs, including restructuring charges,
for the full year of 2004 decreased $7.6 million, or 23.2 percent,
over the prior-year period mainly due to employee overhead
reductions.

            TFM Fourth-Quarter and Year-End Results
                       (without Tex Mex)

Fourth-quarter revenues increased $13.5 million, or 8.4 percent,
from $160.0 million in 2003 to $173.5 million in 2004, primarily
impacted by revenue expansions in all business categories with the
exception of intermodal.  Auto revenues in the fourth quarter
improved primarily due to the expansion of intra-Mexican movement
caused by truck-to-rail conversion.  For the full year, revenues
improved 3.7 percent, or $24.0 million.  Operating profit during
the 2004 fourth quarter increased $2.0 million as compared to last
year, impacted primarily by $9.7 million in additional fuel costs
(a 52.0 percent increase).

            Grupo TMM Non-Railroad Asset Performance

Specialized Maritime provides international and coastal maritime
transportation services for liquid cargoes, harbor towing, and
logistical support to the oil production and exploration sectors.
During the fourth quarter, revenue in the division increased
1.5 percent, and operating profit increased 13.8 percent compared
to the previous period of last year.  On an annualized basis,
revenues increased 10.1 percent, and operating profit increased
80.6 percent.  These divisional results were influenced by supply
ships, which serve ever-expanding Mexican oil exploration, and
experienced revenue growth in the quarter of 10.2 percent and
full-year revenue growth of 23.6 percent.  Gross profit for this
division increased 19.7 percent in the fourth quarter as contracts
continued to grow.  Additionally, parcel tankers revenue improved
23 percent year over year, and gross profit improved 46 percent
quarter over quarter and 25.5 percent year over year, due to
better chemical cargo mix and higher tariffs.  Product tankers,
which represent tanker opportunities to haul clean petroleum
products, experienced improved revenue of 20.6 percent quarter
over quarter and 12.9 percent year over year.  All contracts for
2004 were renewed at higher rates, and gross profits continued to
increase in spite of some off-hire time between the renewals of
these contracts.  In the tugboat segment, gross profit increased
10.6 percent in 2004 compared to last year.

In the Ports and Terminals division revenues improved 42.1 percent
quarter over quarter and 24.0 percent year over year.  For the
full year, Acapulco booked 109 cruise ship calls, 55 of which
occurred in the fourth quarter.  The port has 155 cruise ship
calls already scheduled for 2005.  Revenues in the cruise ship
segment increased 79.4 percent quarter over quarter and
23.9 percent year over year.  Additionally, in 2004, the division
handled approximately 68 percent more automobile exports for
Volkswagen, Chrysler and Nissan to South America and Asia than in
2003, increasing revenues by 45.5 percent.  In the fourth quarter
of 2004, car-handling revenues increased 80.4 percent compared to
the same quarter of last year.

In the Logistics division, revenues increased substantially during
the fourth quarter, improving 27.7 percent due primarily to
start-up services related to the movement of Ford vehicles within
Mexico.  Significant start-up costs were incurred in the quarter,
but should come in line with expectations during the first and
second quarters of 2005.  The Ford contract represents the first
of many anticipated "total supply chain outsourced conversions"
for TMM Logistics.

               Management Assessment of TFM Sale

Javier Segovia, president of Grupo TMM, described elements of the
Company's Strategic Program for Enhancing and Accelerating Value
for 2005.  Focusing on the first step of that plan, the sale of
Grupo TFM to Kansas City Southern, Mr. Segovia stated, "We
accomplished several important steps in the fourth quarter of 2004
and the first month of 2005, and I believe we have much to be
proud of.  As of Feb. 24, the sale of TFM to KCS is worth
approximately $707 million, which includes $200 million in cash,
$47 million in a five percent promissory note that will be paid to
TMM in June 2007, 18 million shares of KCS common stock now valued
at over $350 million, and an additional $110 million in cash and
stock upon completion of a settlement involving the VAT and Put
lawsuits.  Through this sale, TMM will be the largest individual
shareholder of KCS.  KCS shareholders are expected to approve the
purchase in late March.  Although we do not anticipate nor desire
at this time to sell any portion of our KCS stock, stock sales
could occur through registrations, which would be enacted by KCS
upon the request of TMM.

"By monetizing our ownership interest in TFM through the sale to
KCS," Mr. Segovia continued, "TMM's balance sheet will improve
dramatically, we will have much greater flexibility than we have
had in the last several years to focus on opportunities to enhance
TMM's operations, and we will free the Company from litigation,
allowing management to focus all of its efforts on value
enhancement for stakeholders.  With debt at a predictable level
because of our recent bond refinancing, the proceeds of the asset
sale will provide the Company with not only real debt reduction,
but with access to working and growth capital, as well as
alternative methods for acquiring additional capital to purchase
operating entities, enhance cash flow, or to grow existing TMM
businesses.

"As you can see from the news released earlier this week, we are
awaiting the Mexican Federal government's compliance with the
decisions of the court system, and we expect that a VAT-Put
settlement will take place in the near term.  Once a settlement is
completed and announced, TMM will receive a payment from KCS of
$35 million in cash, an additional payment of $35 million in
stock, and the remaining $40 million held as a tax contingency
note payable within five years.  We do not anticipate any tax
liability issues, nor do we expect any transitional issues during
due diligence."

                     Improved Balance Sheet

As a result of the sale of TFM to KCS, the Company's equity value
will improve by $263 million, and its financial obligations will
be reduced by $160 million.  Interest costs under the terms of its
remaining debt will be managed with cash flow from existing
operations and from new cash flows anticipated in 2005 from
expanded operations.  The Company intends to grow its existing
operations with capital raised through the use of long-term
bankable contracts at Special Maritime and at Ports, which will
allow for the refinancing of existing assets, and which can, in
turn, immediately improve operating results.  Mr. Segovia
commented, "Our current objective is to defend the potential
accretive value of the KCS shares and to grow existing businesses
in order to exceed interest coverage demands and operating profit
expectations."

        Existing and Accretive Opportunities for Growth

TMM reported that, following the sale of TFM to KCS, it will
continue to use railroad services through a contract with KCS.
These services, combined with existing Ports, Logistics and
Specialized Maritime operations, supply chain logistics solutions,
and the Company's information platforms, provide exceptional value
to customers within and to and from Mexico.  Without expansion of
existing operations, 2005 EBITDA is expected to reach $22 million.
During the first and second quarters of 2005, the Company will
provide additional details on plans to improve performance and
enhance interest coverage.

Describing opportunities to expand operations, Mr. Segovia
commented, "During the past several months, we have researched
extensively the impact of long-term bankable contracts as
alternative methods for financing expansions of our operations.
For example, Specialized Maritime has developed a consistent and
reliable reputation, holding a 70 percent share of contractual
revenues with chemical commodities moved via parcel tankers
between Mexico and the United States.  The division also holds
several options to purchase currently leased vessels at
competitive prices.  Using future revenue streams from its
significant petrochemical customers, in 2005 the Company will seek
to finance the exercising of these options, thereby shifting
charter expenses to lower depreciation costs and boosting EBITDA
performance.  By purchasing instead of leasing these vessels,
EBITDA in this division could increase by approximately $24
million.

"At Ports, the use of similar long-term bankable contracts will
provide for expanded operations at Tuxpan, which is exceptionally
well-positioned land for liquid transport, container ship
handling, and general cargo.  The opportunity to compete with
other Gulf of Mexico ports by creating similar infrastructures as
the Company built in 1995 at Manzanillo is a very real
possibility.  This expansion project could increase EBITDA by
$26 million.  Additional details on all of these potential
opportunities will be provided during the first half of 2005."

                         Overall Vision

Jose F. Serrano, chairman and CEO of TMM, concluded, "The goals we
stated in early 2004 were to restructure our debt, finalize the
sale of TFM to Kansas City Southern and settle the VAT-Put issue.
We are proud that we have accomplished the first two of these
goals and are close to completing the third one.  For 2005, a new
company is taking shape, one with a portfolio holding the largest
individual percentage of outstanding KCS shares, which continue to
appreciate, and a new balance sheet, with increased equity, lower
debt, and most importantly, with greater financial flexibility.
We see a company capable of managing its interest costs, growing
its operations in niches that are unique and profitable, and
improving its operating profits in excess of its financial
obligations.  As all of these programs come together, our
Company's value will continue to increase for both our
stockholders and bondholders."

            Status of Value Added Tax (VAT) Lawsuit
                              and
               Mexican Government Put Vat Lawsuit

On November 24, 2004, the Federal Court of the First Circuit
stated that it had found merit to the claim made by the Company's
subsidiary, Grupo Transportacion Ferroviaria Mexicana, S.A. de
C.V. -- TFM, regarding the form in which the Federal Treasury had
issued the Special VAT Certificate.  On January 26, 2005, the
Mexican Fiscal Court issued a favorable bench decision upholding
TFM's claim for inflation and interest.

On February 18, 2005, TFM was served with the favorable written
decision of the Fiscal Court carrying out the mandate of the
Federal Court of the First Circuit dated November 24, 2004, which
recognized TFM's legal right to receive the original VAT refund
adjusted for inflation and interests since 1997.  The Fiscal Court
ordered the federal tax authorities to make the VAT refund to TFM
through a single certificate issued in TFM's name, and to refund
through that certificate the original amount of the VAT refund
due, increased for inflation and interest since the date the tax
authorities should have made the refund in 1997, until the date
the refund is actually delivered to TFM.  The Fiscal Court also
vacated its prior decisions in this matter.  Under the terms of
the law, the government has 120 days to deliver the certificate,
or could settle the matter through negotiation.

                         Grupo TFM Put

As previously stated Grupo TFM also asked for and received from a
federal judge an injunction, which prevented the government from
exercising its Put option.  The ability of the Mexican government
to exercise its Put option has been suspended indefinitely until
the lawsuit is resolved.

                          Sale of TFM

On December 15, 2004, TMM and Kansas City Southern, entered into
an amended acquisition agreement for the sale of TMM's 51 percent
voting interest in Grupo Transportacion Ferroviaria Mexicana, S.A.
de C.V. to KCS for $200 million in cash, 18 million shares of KCS
common stock, $47 million in a two-year promissory note, and up to
$110 million payable in a combination of cash and KCS common stock
upon successful resolution of the current proceedings related to
the VAT Claim and the Put with the Mexican Government.  The
$47 million promissory note and a portion of the $110 million
contingent payment will be subject to certain escrow arrangements
to cover potential indemnification claims.  The boards of
directors of both companies had approved the transaction.

Consummation of the transaction was subject to the satisfaction of
certain conditions, including KCS shareholder approval, TMM
shareholder approval, Hart Scott Rodino waiting period, approval
by the Mexican Foreign Investment Commission and the Mexican
Federal Competition Commission.

TMM shareholder approval was granted on January 11, 2005.  Both
the Mexican Foreign Investment Commission and the Mexican Federal
Competition Commission have approved the acquisition.  On
January 25, 2005, the companies announced that the 30-day waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act had
expired without a formal request from the U.S. Department of
Justice.

Headquartered in Mexico City, TMM is a Latin American multimodal
transportation Company.  Through its branch offices and network of
subsidiary companies, TMM provides a dynamic combination of ocean
and land transportation services.  TMM also has a significant
interest in Transportacion Ferroviaria Mexicana -- TFM, which
operates Mexico's Northeast railway and carries over 40 percent of
the country's rail cargo.  Visit TMM's web site at
http://www.grupotmm.com/and TFM's web site at
http://www.tfm.com.mx/

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and other ratings on Grupo TMM S.A. on CreditWatch with
positive implications.  The CreditWatch placement followed Kansas
City Southern's announcement that it has reach an agreement with
TMM to take control of TFM S.A. de C.V.


INTERSTATE BAKERIES: Glenview Capital Discloses 7.9% Equity Stake
-----------------------------------------------------------------
Glenview Capital Management, LLC, informed the Securities and
Exchange Commission on February 10, 2005, that it may be deemed
to beneficially own 3,591,281 shares of Interstate Bakeries
Corporation Common Stock, along with Glenview Capital GP, LLC,
and Lawrence M. Robbins:

                                     No. of Shares   Percentage
                                     Beneficially    Outstanding
    Reporting Person                 Owned           of Shares
    ----------------                 -------------   -----------
    Glenview Capital Management, LLC     3,591,281       7.9%
    Glenview Capital GP, LLC             3,591,281       7.9%
    Lawrence M. Robbins                  3,591,281       7.9%

The 3,591,281 Shares are held for the account of:

        310,100   Glenview Capital Partners, L.P.
      2,197,400   Glenview Capital Master Fund, Ltd.
      1,012,100   Glenview Institutional Partners, L.P.
         65,700   GCM Little Arbor Master Fund, Ltd.
          2,479   GCM Little Arbor Institutional Partners, L.P.
          3,502   GCM Little Arbor Partners, L.P.

As of April 6, 2004, there are 45,383,839 shares of IBC Common
Stock issued and outstanding.

Glenview Capital Management serves as investment manager to:

    -- Glenview Capital Partners,
    -- Glenview Institutional Partners,
    -- Glenview Capital Master Fund,
    -- GCM Little Arbor Master Fund,
    -- GCM Little Arbor Institutional Partners, and
    -- GCM Little Arbor Partners.

Glenview Capital GP is the general partner of:

    -- Glenview Capital Partners,
    -- Glenview Institutional Partners,
    -- GCM Little Arbor Institutional Partners, and
    -- GCM Little Arbor Partners.

Glenview Capital GP also serves as the sponsor of the Glenview
Capital Master Fund and the GCM Little Arbor Master Fund.

Mr. Robbins is the Chief Executive Officer of Glenview Capital
Management and Glenview Capital GP.

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


INTERTAPE POLYMER: Holding 4th Quarter Conference Call on Mar. 14
-----------------------------------------------------------------
Intertape Polymer Group Inc. (TSX:ITP) will be holding a
conference call on March 14, 2005, 10:00 A.M. E.S.T., to discuss
its Fourth Quarter Earnings Results

Investors who wants to participate in the conference can dial:
877-209-0397 for USA & Canada or 612-332-1025 for other countries.

The conference call can also be accessed at the company's Web site
at http://www.intertapepolymer.com/

Intertape Polymer Group is a recognized leader in the development
and manufacture of specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,600 employees with operations in 16 locations, including 12
manufacturing facilities in North America and one in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on July 06, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Laurent, Quebec-based Intertape Polymer Group
Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '2' to the company's proposed
$250 million senior secured credit facilities based on preliminary
terms and conditions.  The 'B+' rating and the '2' recovery rating
indicate an expectation of substantial (80%-100%) recovery of
principal in the event of a default.


J & J PLASTICS INC: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: J & J Plastics, Inc.
             aka J & J Plastics
             3000 South First Street
             Clinton, Ohio 44216

Bankruptcy Case No.: 05-50863

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      J & J Products, Limited Liability Company   05-50866

Type of Business: The Debtor is a plastic mold manufacturer.

Chapter 11 Petition Date: February 22, 2005

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtors' Counsel: William M. Sremack, Esq.
                  William M. Sremack Co., L.P.A.
                  2745 South Arlington Road
                  Akron, OH 44312
                  Tel: 330-644-0061

                                    Total Assets    Total Debts
                                    ------------    -----------
J & J Plastics, Inc.                    $689,100       $684,934
J & J Products, Limited Liability     $1,200,700       $888,728
Company

A. J & J Plastics, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Network Polymers              Trade debt                 $89,902
PO Box 901683
Cleveland, OH 44190

Polymerland                   Trade debt                 $40,060
PO Box 641071
Pittsburgh, PA 15264

Entec Polymers, Inc.          Trade debt                 $32,414
25 Foundation Pl
Barberton, OH 44203

Ohio Edison                   Trade debt                 $23,117

Cohen & Company               Trade debt                 $20,493

Wells Fargo Card Services     Trade debt                  $9,221

Oxford Polymers               Trade debt                  $8,800

Global Polymers Co.           Trade debt                  $6,442

Capco                         Trade debt                  $4,626

Poly One Corporation          Trade debt                  $4,543

Star Plastics                 Trade debt                  $4,180

Capital One Bank              Trade debt                  $4,101

Unizan Visa                   Trade debt                  $3,840

Gardiner Trane                Trade debt                  $2,993

Temperature Control Co.       Trade debt                  $2,795

Bank One                      Trade debt                  $2,117

John A. Donofrio              Trade debt                  $1,858

Polymer Exchange Inc.         Trade debt                  $1,841

Best Mold                     Trade debt                  $1,515

Akron Hydraulic, Inc.         Trade debt                  $1,455

B. J & J Products, LLC's 2 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Jenny Wyzgoski                Trade debt                 $90,000
403 Crestmont Avenue, SE
Canton, OH 44707

Cohen & Company               Trade debt                 $20,000
PO Box 75035
Cleveland, OH 44101


JOSEPH G. ROCHE: Beyers Costin Approved as Lead Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Joseph G. Roche and Genevieve M. Roche permission to employ
Beyers, Costin & Case as their lead bankruptcy counsel.

Beyers Costin will:

   a) advise the Debtors on their duties and responsibilities as
      debtors-in-possession in the continued management and
      operation of their business;

   b) represent the Debtors in appearing before the Court in
      matters related to the chapter 11 case and assist the
      Debtors in the formulation of a proposed disclosure
      statement and plan of reorganization;

   c) work together with the Debtors' co-counsel, Paul M. Jamond,
      Esq., in matters related to the chapter 11 case; and

   d) provide all other legal services to the Debtors that are
      appropriate and necessary in their chapter 11 case.

Christopher G. Costin, Esq., a Member at Beyers Costin, is the
lead attorney for the Debtors.  Mr. Costin discloses that his Firm
receive a $20,000 retainer.  Mr. Costin will bill the Debtor $330
per hour for his services.

Beyers Costin assures the Court that it will minimize duplication
of its services with the Debtors' co-counsel, Paul M. Jamond,
Esq., and it does not represent any interest adverse to the
Debtors or their estate.

Headquartered in Sonoma, California, Joseph G. Roche and Genevieve
M. Roche -- http://www.rochewinery.com/-- operate a winery.  The
Debtors filed for chapter 11 protection on Jan. 18, 2005 (Bankr.
N.D. Calif. Case No. 05-10082).  When Mr. and Mrs. Roche filed for
protection from their creditors, they listed $52,082,652 in total
assets and $12,939,135 in total debts.


KAISER ALUMINUM: Wants to Enforce Pact with Rio Tinto & Comalco
---------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation and Kaiser Alumina
Australia Corporation ask the Court to enforce a letter agreement
entered into with Rio Tinto Limited and Comalco Limited in
connection with the sale of the Debtors' interests in Queensland
Alumina Limited.

Kaiser Australia, a wholly owned subsidiary of KACC, owns 20%
equity interest in QAL.  KACC guarantees Kaiser Australia's
obligations under various agreements related to QAL, including a
certain Participants Agreement that governs the relationship
between Kaiser Australia and other QAL equity holders.

              Transfer of QAL Interests Restrictions

The Participants Agreement contains certain restrictions on the
assignment of Kaiser Australia's equity interest in QAL.  In
particular, Article 30(D) of the Participants Agreement provides,
in relevant part, that:

     No party will have the right to transfer or assign its
     rights or obligations, in whole or in part, in or to
     the Participants Agreement and certain related
     contracts to which it is a party, the shares of QAL or
     of any Financing Companies owned by it or any
     indebtedness (other than Debentures) of QAL held by it
     to any other person unless all of the parties first
     consent to the transfer or assignment . . . it is
     understood that no party will withhold its consent
     arbitrarily, but each party may, in giving or
     withholding consent, consider any legitimate business
     reason, particularly in consideration of the magnitude
     of the Project, the length of its term, the financial
     obligations of the parties, and the large degree of
     managerial discretion given to each party in the
     management and control of the Project.

In addition to the restrictions contained in Article 30(D),
pursuant to an Agreement Collateral to Share Purchase Agreement,
entered into by KACC, Rio Tinto, formerly known as CRA Limited,
and Comalco in 1982, Comalco -- which also owns an equity
interest in QAL -- is entitled to a right of first opportunity if
at any time KACC wishes to sell or otherwise dispose of all or
any part of the QAL Interests.  The RFO requires KACC to give two
separate notices to Comalco and to meet with Comalco during a
negotiation process that could last five months or so.  If no
agreement is reached to sell the QAL Interests to Comalco, KACC
then has 180 days to enter into a commitment to sell to another
party on terms and conditions no more favorable to the purchaser
than the terms offered to Comalco during the RFO process.

                         QAL Sale Process

The Debtors commenced their efforts to sell the QAL Interests in
January 2004.  In compliance with the requirements under the RFO,
KACC sent the two written notices to Comalco regarding the
Debtors' intention to sell the QAL Interests and attended meeting
with Comalco.

In May 2004, the RFO process concluded with Comalco sending
written notices rejecting KACC's offer and confirming KACC's
right for a period of 180 days to enter into a commitment to sell
the QAL Interests to a third-party under more favorable terms and
conditions.  After the receipt of the Comalco notice, the Debtors
determined to subject the QAL Interests to an auction with a set
reserve price, established on the basis of expressions of
interest received from other parties and the price offered to
Comalco.

In July 2004, the Court approved the bidding procedures for the
QAL Interests, but no bids were received.

Consequently, the Debtors approached Comalco and several other
potential purchasers to select a stalking horse bidder to
continue the sale process for the QAL Interests.  After several
weeks of negotiations, and after consultation with the Official
Committee of Unsecured Creditors, the Debtors concluded that the
best way to maximize the value received for the QAL Interests was
by entering into:

   (a) a purchase agreement with Comalco that would subject the
       QAL Interests to an auction;

   (b) a letter agreement with Comalco confirming that all rights
       of Comalco relative to the RFO would be fully performed,
       satisfied, or waived in connection with the auction and
       providing certain assurances regarding Comalco's actions
       in connection with the auction; and

   (c) a letter agreement with Glencore AG whereby, for a fee,
       Glencore's wholly owned subsidiary, Pegasus Queensland
       Acquisition Pty. Limited, would submit a substantially
       higher bid for the QAL Interests at the auction.

The Comalco Letter Agreement was critical to the conclusion
because it would eliminate the chilling effects of the RFO and
its notice and timing requirements on the interest of other
prospective bidders.

On September 28, 2004, the Court approved the Bidding Procedures
as agreed to in the Comalco Purchase Agreement and authorized the
Debtors to pay, if necessary, a termination fee.  The Court also
granted, on the same date, the Debtors' request to pay Glencore
$7.7 million at the event Pegasus submitted a qualified bid at
the QAL auction.  At the conclusion of the Auction, Alumina &
Bauxite Company Ltd., an affiliate of the Open Joint Stock
Company Russian Aluminum, was selected as the successful bidder
and Pegasus was selected as the backup bidder.  Alumina Limited's
successful bid included a base price of $401 million for the QAL
shares.  The RUSAL Purchase Agreement also provides that the
consents under Article 30(D) are a condition precedent to
consummating the sale.

In accordance with the Comalco Letter Agreement, substantial
information regarding Alumina Limited and RUSAL was furnished to
Comalco and its subsidiary Comalco Aluminium Limited before the
hearing on the proposed sale of the QAL Interests.  Comalco and
CAL elected not to object to the Sale.

Comalco and CAL were also given the opportunity to review the
terms of the proposed order.

In November 2004, the Court approved the QAL Sale, including the
assignment of the QAL-related agreements, to Alumina Limited.
The Court also approved the Glencore Purchase Agreement as the
back-up bid.

                  Comalco and CAL's Failure to
                  Comply with Letter Agreement

Notwithstanding that all information reasonable required for
Comalco and CAL to exercise their right to consent to Alumina
Limited as the successful bidder was provided to them prior to
the November 2004 sale hearing, by letter dated December 8, 2004,
the last day of the 30-day period under the Comalco Letter
Agreement, Comalco and CAL indicated that they "decline at this
time to consent to the sale."  According to the December Letter,
Comalco and CAL were declining to consent at that time "[b]ecause
the issues surrounding the guarantee to be provided by [Alumina
Limited] with respect to [its] obligations to QAL, and the
separate obligations to [CAL] and Comalco arising from the
Gladstone Bauxite Supply Agreements and the [Collateral
Agreement], have not been satisfactorily resolved."  Moreover,
CAL and Comalco stated that they would "re-evaluate whether they
will grant their consent to the sale in accordance with Article
30(D)" if and when the issues surrounding the guarantee are
"satisfactorily resolved."

In discussions between the Debtors and Comalco regarding the
December Letter, Comalco also indicated that it wanted Alumina
Limited to agree to one change in the Participants Agreement
pertaining to the threshold amounts and rules for voting on
capital expenditures.  Although this change had nothing to do
with the qualification of Alumina Limited to be a participant in
QAL, and, consequently, the consent rights under Article 30(D),
as modified by the Comalco Letter Agreement, because Alumina
Limited and RUSAL informed the Debtors that they were willing to
agree to the amendment.  The Debtors determined to wait for
Alumina Limited and Comalco to work out this remaining obstacle.

However, Comalco and CAL, joined by Alcan, Inc., Alcan South
Pacific Pty. Ltd., Pechiney and Pechiney Resources Pty. Limited,
which together constitute all of the participants other than KACC
and Kaiser Australia under the Participants Agreement, submitted
a detailed, 10-page draft term sheet to Alumina Limited that
purported to condition consent under Article 30(D) on Alumina
Limited agreeing to numerous amendments to the Participants
Agreement and other QAL-related agreements.  The overall effect
of the changes proposed in the Term Sheet is to restructure
certain provisions in the Participants Agreement and other QAL-
related agreements in fundamental ways.  The changes outlined in
the Term Sheet are, for the most part, completely unrelated to
the guarantee issue singled out by Comalco and CAL in the
December Letter.

Notwithstanding the lack of justification for requiring Alumina
Limited to agree to all of the changes outlined in the Term Sheet
as a condition to obtaining the participants' consent under
Article 30(D), the Debtors understand that Alumina Limited agreed
in principle to the changes.

Comalco and CAL, joined by the other Continuing Participants,
however, have also decided to impose, as an additional condition
to their consent under Article 30(D), a requirement that Alumina
Limited and the Continuing Participants first execute definitive
agreement implementing the changes outlined in the Term Sheet.
The Debtors have further been informed that Comalco and CAL --
again, joined by the other Continuing Participants -- are
imposing the further condition that consent of QAL's lenders to
the final documentation regarding the proposed changes contained
in the Term Sheet must be obtained prior to the providing of
their consent under Article 30(D).  The additional conditions
could take months to fulfill, thereby jeopardizing the sale of
the QAL Interests to Alumina Limited or Pegasus.

As a result of those developments, on February 9, 2005, the
Debtors sent a demand letter to Rio Tinto, Comalco, CAL, and the
other Continuing Participants reiterating that the new conditions
being imposed on the sale pertains solely to matters that have
nothing to do with the ability of Alumina Limited to perform its
obligations under the Participants Agreement or other related
agreements.  Indeed, the new requirements would be equally
applicable to Pegasus or any other bidder, so that no sale of the
QAL Interests could ever be consummated without extensive
modifications to fundamental provisions in the underlying QAL-
related documents.  The Demand Letter informed Rio Tinto,
Comalco, CAL, and the other Continuing Participants that, by
virtue of their actions and escalating demands, they have:

   (a) frustrated the purpose and intent of the Comalco Letter
       Agreement;

   (b) exceeded the scope of their consent rights under Article
       30(D); and

   (c) unreasonably delayed and jeopardized the Debtors' ability
       to close the transaction either with Alumina Limited or
       with Pegasus.

The Debtors accordingly requested Rio Tinto, Comalco, and CAL, as
well as the other Continuing Participants, to immediately provide
their requisite consent to the sale under Article 30(D).

By letter February 11, 2005, Comalco and CAL rejected the
Debtors' demand, explaining that "there is every reason to expect
that this [negotiation] process will be completed shortly" and
noting that a decision on the part of the Debtors to take action
in Court "could have adverse consequences on the process" and
even "jeopardize the successful conclusion of the aforementioned
negotiations" between Comalco and Alumina Limited.

Based on the decision of Comalco and CAL to continue withholding
their consent, the Debtors had no choice but to seek Bankruptcy
Court intervention to prevent the potential loss of the QAL Sale
to either Alumina Limited or Pegasus because of unreasonable
demands unrelated to the right of Comalco and CAL to consent to
the successful bidder or backup bidder.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/--operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KNIGHTHAWK INC: Raising $1 Million from Private Equity Placements
-----------------------------------------------------------------
KnightHawk, Inc., reported that due to high demand from
Ontario-based investors who were not eligible to participate in
the recently announced Short Form Offering, it has engaged
Research Capital of Calgary to act as its agent to raise up to
$1,000,000 by way of brokered private placement on a commercially
reasonable best efforts basis.  The offering will consist of up to
2,000,000 units at a price of $0.50 per unit.  Each unit will
consist of one common share and one common share purchase warrant
entitling the holder to purchase an additional common share at a
price of $0.60 per share for a period expiring on the earlier of:

   (a) 18 months from closing; or

   (b) 90 days after any 30 consecutive trading day period during
       which the Company's common shares trade at a price of at
       least $0.75 per share.

As compensation for its services, Research Capital will receive a
cash commission of 8.5% of the gross proceeds of the offering and
an option entitling it to purchase up to that number of units
(having the same terms as the offering units) as is equal to 8.5%
of the number of units sold in the offering, at a price of $0.50
per unit for a period of 18 months from closing.  The net proceeds
of the offering will be used to reduce existing indebtedness.  The
offering is subject to regulatory approval, completion of agent's
due diligence, and completion of a formal agency agreement, and
all securities will be subject to a hold period of four months
from closing.

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 reported a $1,466,000
stockholders' deficit, compared to a $5,794,000 deficit at
Oct. 31, 2003.


LEVI STRAUSS: Fitch Revises Outlook of Junk Rating to Stable
------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Levi Strauss & Co.'s
$1.7 billion senior unsecured debt at 'CCC+', the $650 million
asset-based loan -- ABL -- at 'B+', and the $500 million term loan
at 'B'.  The Rating Outlook has been revised to Stable from
Negative.  Fitch expects to rate the company's proposed new $550
million senior notes offering 'CCC+'.  The proceeds from the issue
will be used to repay the $380 million 11.625% senior unsecured
notes due 2008 and the $151 million 11.625% senior notes due 2008.

These notes will rank pari passu with the company's outstanding
unsecured and subordinated notes.  The Outlook revision reflects
the progress the company has made at improving its operating
efficiencies, which have resulted in strengthened profitability
and credit metrics.  The ratings continue to reflect Levi's well
known brand name and good market positions, its sales base
diversity and liquidity, offset by concerns about core product
revenue growth, the heavy debt burden, and the highly competitive
nature of the denim and casual bottoms market.

For the fiscal year ending Nov. 30, 2004, total sales remained
flat at $4.1 billion as the company rationalized unprofitable
product lines in its core U.S. Levi's and U.S. Dockers segments,
while experiencing growth in its Levi Strauss Signature business
and international operations.  As a result, sales at U.S. Levi's
and Dockers, which represent approximately 50% of the company's
revenue, declined by 28.8% in 2004.  Of concern remains the
company's ability to stimulate top line sales growth in these core
product categories given the highly competitive nature of the
apparel segment.

Nonetheless, operating profitability has improved as a result of
the product line rationalization, as well as a shift to finished
product based sourcing arrangements, which provide the company
with more flexibility in its manufacturing operations, and a
reorganization of its corporate structure, which has reduced its
cost base.  Excluding the reversal of long-term incentive
compensation expense in fiscal 2003

     * EBITDA grew 70.4% to $553.8 million in 2004, and
     * EBITDA margin increased to 13.6% from 7.9%.

Over the same period:

     * total debt to EBITDA improved to 4.2x from 7.1x, and
     * EBITDA coverage of interest strengthened to 2.1x from
       1.3x.

Continued product rationalization combined with the company's
transition to sourcing based product procurement and modest
capital requirements should lead to further profitability
improvement and good cash flow generation.

Fitch anticipates Levi will use cash flow generation to fund
ongoing operations and trailing liabilities through fiscal 2005
and therefore, debt balances are expected to remain near fiscal
year-end 2004 levels of $2.3 billion.  As of Feb. 11, 2005, the
company had available liquidity of about $412 million, consisting
of approximately $131 million in liquid short-term investments and
$281 million in net available borrowing capacity under its
revolving credit facility.  In addition, the company completed the
refinancing of its 2006 debt maturities with a $450 million new
issue in December 2004.


LB COMMERCIAL: Fitch Lowers $17.3 Mil. 1998-C1 Certificate to CC
----------------------------------------------------------------
LB Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1, are downgraded by Fitch Ratings:

    -- $17.3 million class L to 'CC' from 'CCC'.

These classes are affirmed by Fitch:

    -- $37.6 million class A-2 'AAA';
    -- $642.3 million class A-3 'AAA';
    -- Interest only class IO 'AAA';
    -- $86.4 million class B 'AAA';
    -- $86.4 million class C 'AAA';
    -- $90.7 million class D 'A+';
    -- $34.6 million class E 'A-';
    -- $51.8 million class F 'BBB';
    -- $34.6 million class G 'BB+';
    -- $17.3 million class H 'BB';
    -- $43.2 million class J 'B';
    -- $17.3 million class K 'B-'.

Fitch does not rate the $7.4 million class M certificates.

The downgrade reflects the expected losses on several delinquent
specially serviced loans.  Realized losses in the pool to date
total $22.8 million, or 1.6% of the original principal balance.

There are nine loans, representing 5.1% of the pool, in special
servicing, including three 60-day-delinquent loans (1.7%), two 90-
day-delinquent loans (1.2%), and a real estate owned property
(0.35%).  The largest delinquent loan (1.3%) is secured by a
retail center in Kansas City, Missouri, which is currently 67%
occupied.  The loan is currently 60 days' delinquent.  The next
delinquent loan (0.94%) is secured by a multifamily property in
Durham, North Carolina, and is currently 90 days' delinquent.  The
servicer is evaluating workout options on both of these loans and
losses are expected.

As of the February 2005 distribution date, the collateral balance
has been reduced by 32%, to $1.17 billion from $1.73 billion at
issuance.  The deal benefits from being diverse, both
geographically and by loan size, with the five largest loans
comprising only 11% of the pool.


LEMONTONIC INC: Appoints Kaleil Isaza Tuzman to Board of Directors
------------------------------------------------------------------
Lemontonic, Inc., (TSX-VEN: LEM) reported the addition of Kaleil
Isaza Tuzman to its Board of Directors.

Mr. Isaza Tuzman is the President and Managing Partner of
Recognition Group, a New York-based merchant bank focused on
special situations and emerging growth companies.  Mr. Isaza
Tuzman recently made an investment in Lemontonic through
Recognition Group by participating in the private placement, which
closed in January 2005.

Mr. Isaza Tuzman is a well-known entrepreneur and venture
capitalist, having founded or led companies in the software, media
and business services fields.  Prior to joining Recognition Group,
Mr. Isaza Tuzman was the Chairman and CEO of govWorks Inc., a
government-focused transaction processing software company.
GovWorks was backed by over $60 million in venture capital
financing and was sold to First Data Corporation (NYSE:FDC).
Prior to his tenure at govWorks, Mr. Isaza Tuzman worked in
investment banking and proprietary investing at Goldman, Sachs &
Co. from 1994 to 1999.

Mr. Isaza Tuzman regularly appears or comments in international
media outlets, including CNN, CNBC, The Wall Street Journal and
Inc. Magazine, and recently published The Entrepreneur's Success
Kit: A 5 Step Lesson Plan to Create and Grow Your Own Business
(St. Martin's Press, 2005).

Mr. Isaza Tuzman, a Harvard graduate, is a member of the Council
on Foreign Relations and has acted as a trade representative under
the Bush Administration.  Mr. Isaza Tuzman is also a board member
of leading e-government software provider Versa Systems.

"The addition of Kaleil to our board of directors will add
expertise in mergers, divestitures and acquisitions and will also
help us with both capital and operational relationships in the
U.S. market," commented Martin Doane, Chairman of the Corporation.

Lemontonic, Inc. -- http://www.lemontonic.com/-- is a social
networking software company that has developed proprietary instant
messaging technology.  The Corporation has invested in excess of
six million dollars over the past two years launching this
technology and marketing it into the online dating category and is
poised to distribute its solution internationally and in
additional verticals in 2005.

At Sept. 30, 2004, the Company's stockholders' deficit widen to
CDN$660,338 compared to a $397,999 deficit at Dec. 2003.


LIN TELEVISION: S&P Puts BB Rating on $330 Million Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to LIN
Television Corporation's proposed $330 million credit facilities.
A recovery rating of '1' was also assigned to these facilities,
indicating high expectations of a full recovery (100%) of
principal in the event of a payment default.

Borrowings are expected to be used to refinance the company's
existing credit agreement.  LIN Television is a wholly owned
subsidiary of LIN TV Corporation -- LIN.

At the same time, the 'BB-' long-term corporate credit on LIN was
affirmed.

The outlook is stable.

LIN had approximately $632 million in debt outstanding at Dec. 31,
2004.

"The rating on LIN reflects financial risk from debt-financed TV
station acquisitions, the potential for additional purchases that
could use current financial capacity, and advertising
cyclicality," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.

"These factors are only partially offset by the company's
competitive positions in midsize television markets,
broadcasting's good margin and free cash flow potential, and
resilient station asset values," Ms. Kelly added.

LIN has 23 TV stations reaching about 7% of U.S. households
through markets ranked between 25 and 199.  Included in the
portfolio are stations affiliated with the three major broadcast
networks in six of the top 50 size markets, offering
diversification against the risks of individual network
underperformance and local economic cycles.  In seven of its
markets, LIN operates duopolies that provide cost savings, revenue
benefits, and a significant portion of broadcast cash flow.

Revenue comparisons in 2005, a non-election year, will be
difficult because of the absence of sizable political ad dollars
that provide a lift in even-numbered years.  Television
advertising in 2004 benefited from a pickup in overall economic
activity as well as from meaningful political and Olympic
advertising.  Auto advertising, which has been regionally spotty,
will be a key driver of operating performance in 2005.


MERISTAR COMMERCIAL: S&P Lowers Low-B Ratings on Classes C & D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all six
classes of commercial mortgage pass-through certificates from
MeriStar Commercial Mortgage Trust's series 1999-C1.

The downgrades reflect the deterioration in the pool's overall
operating performance.  When Standard & Poor's lowered its ratings
on classes B, C, and D in March 2003, net cash flow -- NCF -- as
adjusted by Standard & Poor's had declined by 22% from issuance.
NCF has now declined by 40% since issuance.

However, the rating actions also reflect the fact that the loan is
amortizing on a 25-year schedule and has paid down by 9% to
$301.9 million from $330.0 million at issuance.

While the credit profile of the sponsor, MeriStar Hospitality
Corporation, has weakened, as evidenced by its credit rating
declining to 'B-' from 'BB-' in 1999, this all-hotel transaction
continues to benefit from the brand name recognition of many of
its franchises, such as:

   -- Marriott Hotels owned by Marriott International Inc.
      ('BBB+');

   -- the Hilton and Doubletree brand names, which are owned by
      Hilton Hotels Corporation ('BBB-');

   -- the Sheraton Hotel brand name, which is owned by Starwood
      Hotels & Resorts Worldwide Inc. ('BB+'); and

   -- the Holiday Inn brand name, which is owned by
      InterContinental Hotels Group PLC (not rated).

The sponsor is proposing to remove two properties from the
collateral portfolio and add two properties in their stead.  It is
expected that the proposed substitution will add approximately
$3 million in additional NCF to the portfolio.  The downgrades
take into account the additional NCF to be garnered by the
proposed substitution.  If the substitution does not take
place, further rating actions may be warranted.

Using results for the full year ended Dec. 31, 2004, that reflect
the proposed substitution, Standard & Poor's adjusted the
management fees, marketing and advertising expenses, franchise
fees, and the furniture, fixtures, and equipment -- FF&E --
reserve contained in the borrower's net operating income --NOI --
to arrive at a stabilized NCF of $35.9 million.  Using a
blended capitalization rate of 11.4%, the LTV is estimated at 96%
and the debt service coverage ratio (DSCR) is 1.13x based on a
refinance rate of 10.5%.

These levels have deteriorated from those at the 1999 issuance,
when the LTV was 65% and the DSCR was 1.70x.  The actual DSCR for
2004 -- including funding of the FF&E reserve -- was 0.96x.

This transaction consists of a single fixed-rate loan evidenced by
two notes secured by 19 hotels located in 10 states.  One note is
secured by 17 of the 19 hotel properties.  The second note is
secured by two of the 19 properties, the Embassy Suites Center
City and the Doubletree Austin.  The two notes are not cross-
collateralized, but are cross-defaulted.  The two largest
assets in terms of allocated loan amounts in the pool (the
Sheraton Fisherman's Wharf in San Francisco and the Somerset
Marriott in northern New Jersey) have seen their NOI decline by
65% and 86%, respectively, since issuance.  While this portfolio
of hotels does exhibit some diversity by asset, as the largest
asset (the Sheraton Fisherman's Wharf in San Francisco)
represented just 11% of the pool's total NOI in 2004, there is
geographic concentration, with California and Texas representing
35% and 23%, respectively, of total NOI.  The properties in this
portfolio are full-service, business-oriented hotels in both
downtown central business district locations
and suburban locations.

The borrowers in this transaction are required to maintain a
reserve account into which will be deposited, during a low-NOI
period, any amounts remaining each month after the payment of debt
service and after the funding of several other reserve accounts.
A low-NOI period is defined as a period in which NOI for any
quarter on a trailing-12-month basis has been below
$57,032,019, or the DSCR is below 1.5x.

The subject loan has been in a low-NOI period, and cash has been
trapped since November 2002.  Once the servicer, Midland Loan
Services Inc., has determined that the low-NOI period has ended,
the trapped cash will be released to the borrower.  As of February
2005, the balance of the cash trap is $27.6 million.

                         Ratings Lowered

               MeriStar Commercial Mortgage Trust
    Commercial mortgage pass-thru certificates series 1999-C1

                                 Rating
                                 ------
                  Class      To           From
                  -----      --           ----
                  A-1        AA-          AA
                  A-2        AA-          AA
                  B          BBB-         BBB
                  C          BB-          BB+
                  D          B-           B
                  X          AA-          AA


MIRANT CORP: Enbridge Holds Allowed $1.5 Million Unsecured Claim
----------------------------------------------------------------
Pursuant to the rejection procedures approved by the U.S.
Bankruptcy Court for the Northern District of Texas, Mirant
Corporation and its debtor-affiliates rejected a number of
contracts with Enbridge Midcoast Energy, L.P., Enbridge Pipelines
(Sigco Intrastate) LLC, and Enbridge Pipelines (Midla), LLC.

On January 12, 2004, Enbridge filed nine proofs of claim, each
seeking damages for $2,823,662, based on the rejection of the
Contracts.  A portion of each of the Claims was based on a
postpetition amount owing, which has since been paid.

The Debtors objected to the Enbridge claims.

In a Court-approved joint stipulation, the Debtors and Enbridge
agree to resolve the issues between them.

The parties agree that:

   (a) SIGCO will have an allowed, general, prepetition unsecured
       claim for $750,000 against MAEM and an allowed, general,
       prepetition, unsecured claim for $750,000 against Mirant
       Americas Development, Inc., as general partner of MAEM;

   (b) The total distribution to SIGCO on account of the
       principal amount of the Allowed Claims will not exceed
       $750,000 and SIGCO will not receive a double recovery on
       account of the Allowed Claims;

   (c) The Allowed Claims will satisfy in full the Claims, and
       all amounts described in the Claims, except the Allowed
       Claims, are disallowed and are not subject to
       Reconsideration; and

   (d) The Debtors and Enbridge mutually release each other from
       any and all claims and potential claims, known or unknown,
       arising out of or relating to the Claims.

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


MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 Mortgage Certs.
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2005-IQ9, commercial mortgage pass-
through certificates, are rated by Fitch Ratings:

    -- $62,100,000 class A-1 'AAA';
    -- $112,600,000 class A-2 'AAA';
    -- $194,700,000 class A-3 'AAA';
    -- $94,400,000 class A-4 'AAA';
    -- $43,800,000 class A-AB 'AAA';
    -- $446,242,000 class A-5 'AAA';
    -- $271,561,000 class A-1A 'AAA';
    -- $130,199,000 class A-J 'AAA';
    -- $1,531,754,421 class X-1* 'AAA';
    -- $1,491,944,000 class X-2* 'AAA';
    -- $168,257,608 class X-Y* 'AAA';
    -- $32,550,000 class B 'AA';
    -- $11,488,000 class C 'AA-';
    -- $26,806,000 class D 'A';
    -- $15,317,000 class E 'A-';
    -- $15,318,000 class F 'BBB+';
    -- $11,488,000 class G 'BBB';
    -- $17,232,000 class H 'BBB-';
    -- $5,744,000 class J 'BB+';
    -- $7,659,000 class K 'BB';
    -- $5,744,000 class L 'BB-';
    -- $5,744,000 class M 'B+';
    -- $3,830,000 class N 'B';
    -- $5,744,000 class 0 'B-'.

*Notional Amount and Interest Only.

Class P is not rated by Fitch.


MORGAN STANLEY: S&P Junks Class N Certificates
----------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
J, K, L, M, and N of Morgan Stanley Dean Witter Capital I Trust
2003-HQ2's commercial mortgage pass-through certificates, and, at
the same time, removed them from CreditWatch negative, where they
were placed Feb. 11, 2005.  Concurrently, the rating on class H
was removed from CreditWatch and affirmed, and the ratings on the
remaining 10 classes were affirmed.

The lowered ratings reflect reduced credit enhancement levels
following the recent disposition of a specially serviced loan. The
affirmed ratings reflect subordination levels that are appropriate
for these classes.

The special servicer, Wells Fargo Bank N.A., recently completed a
note sale with respect to the only specially serviced loan in the
pool.  This loan was secured by a 310-unit multifamily complex in
Dallas, Texas, that had an $8.9 million outstanding loan balance
as of the January 2005 remittance report.  As a result of the note
sale, the trust realized a $5.2 million loss.  This has been the
only realized loss to the trust to-date.  All of the loans in
the pool are current in their debt service payments and none of
the loans is in special servicing.

As of Feb. 14, 2005, the trust collateral consisted of 50 loans
with an outstanding balance $852.1 million, down from 52 loans
amounting to $931.6 million at issuance.  The master servicer,
also Wells Fargo, provided year-end 2003 or partial-year 2004 net
cash flow debt service coverage -- DSC -- figures for 95.5% of the
pool.  Based on this information, Standard & Poor's computed a
weighted average DSC of 1.74x, up from 1.67x at issuance.

The top 10 loans have an outstanding balance of $589.5 million
(69.5%) and five of the top 10 loans continue to have credit
characteristics consistent with investment-grade obligations.
Additionally, the top three loans have debt held outside the
trust.

Using year-end 2003 and interim 2004 DSC, Standard & Poor's
calculated a top 10 loan weighted average DSC of 1.80x,
up from 1.77x at issuance.  The calculation includes only the in-
trust portion of loans with debt outside the trust.  In addition,
the current DSC figure excludes the 10th-largest loan for which
financial data is unavailable.

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections for the top 10 loans and these
properties were predominantly characterized as "excellent" or
"good."  One of the 13 manufactured housing properties that
secures the sixth-largest loan was characterized as "fair," while
another property was deemed "poor."

None of the top 10 loans is in special servicing, but two of the
top 10 loans appear on the master servicer's watchlist.

There are only two loans on the master servicer's watchlist, and
both of these are top 10 loans.  The fourth-largest loan is
secured by a 400,000-square-foot office property in downtown
Manhattan with an outstanding balance of $58.5 million (6.9%).
The building is 100.0% leased to the United Federation of
Teachers, and the lease term included a two-year rent-free
period that ended in August 2004.  As a result, the loan appears
on the watchlist due to a low DSC figure.  Standard & Poor's
expects this loan to be removed from the watchlist in the near
future because the DSC should improve when the rent-free period
ends.  The sixth-largest loan in the trust has an outstanding
balance of $45.1 million (5.3%) and is secured by 214,000 square
feet of office/retail properties in Washington, D.C.  This loan
appears on the watchlist because its 2003 DSC was 0.93x, a figure
that has improved to 1.07x for the year-to-date through Sept. 30,
2004.

The trust collateral is located in 22 states,

   -- New York (31.4%),
   -- Texas (16.0%), and
   -- Illinois (11.5%)

are the only states that account for more than 10.0% of the
trust's exposure.

Property concentrations can be found in:

   -- retail (44.7%),
   -- office (32.8%), and
   -- industrial (10.4%) assets.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues in its analysis. The resulting credit
enhancement levels
appropriately support the ratings.


      Ratings Lowered and Removed from Creditwatch Negative

       Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
          Commercial mortgage pass-through certificates

                     Rating
                     ------
     Class          To    From           Credit enhancement
     -----          --    ----           ------------------
     J              BB-   BB/Watch Neg                 2.0%
     K              B+    BB-/Watch Neg                1.7%
     L              B     B+/Watch Neg                 1.4%
     M              B-    B/Watch Neg                  0.9%
     N              CCC   B-/Watch Neg                 0.6%


     Ratings Affirmed and Removed from Creditwatch Negative

       Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
          Commercial mortgage pass-through certificates

                     Rating
                     ------
     Class          To    From            Credit enhancement
     -----          --    ----            ------------------
     H              BB+   BB+/Watch Neg                 2.7%


                        Ratings Affirmed

       Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
          Commercial mortgage pass-through certificates

              Class    Rating   Credit enhancement
              -----    ------   ------------------
              A-1      AAA                   18.3%
              A-2      AAA                   18.3%
              B        AA                    13.6%
              C        A                      8.7%
              D        A-                     7.6%
              E        BBB+                   6.5%
              F        BBB                    5.3%
              G        BBB-                   4.3%
              X-1      AAA                    -
              X-2      AAA                    -


NORTH AMERICAN: U.S. Trustee Picks 5-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 12 appointed five creditors
to serve on the Official Committee of Unsecured Creditors of
North American Bison Cooperative's chapter 11 case:

   1. Turner Enterprises, Inc.
      Attn: Russell Miller
      1123 Research Drive
      Bozeman, Montana 59718
      Phone: 406-556-8500

   2. Kenneth J. Throlson, DVM
      Attn: Kenneth J. Throlson
      1397 65th Avenue NE
      New Rockford, North Dakota 58356
      Phone: 701-947-5951

   3. Great Plains Foods, LLC
      Attn: Dean E. Terry
      4240 Park Glen Road
      St. Louis Park, Minnesota 55416
      Phone: 952-465-0038 or 952-281-8056

   4. Lloyd G. Rossow
      7140 County Road 84
      Flasher, North Dakota 58535
      Phone: 701-597-3611

   5. Donovan Meier
      1049 59th Ave. NE
      Cathay, North Dakota 58422
      Phone: 701-984-2670

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

Headquartered in New Rockford, North Dakota, North American Bison
Cooperative -- http://www.newwestfoods.com/--is a cooperative
with approximately 330 rancher members, and it processes and
markets bison meat.  The Company filed for chapter 11 protection
on November 1, 2004 (Bankr. D. N.D. Case No. 04-31915).  Steven J.
Heim, Esq., at Dorsey & Whitney represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $8,541,385 in total assets and
$24,480,905 in total liabilities.


NORTHWEST AIRLINES: S&P Puts B Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on equipment
trust certificates and enhanced equipment trust certificates of:

   -- America West Airlines Inc. (B-/Negative/--),
   -- American Airlines Inc. (B-/Stable/--),
   -- Continental Airlines Inc. (B/Negative/--), and
   -- Northwest Airlines Inc. (B/Negative/--;

includes issues of NWA Trust No. 1 and NWA Trust No. 2) on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.
Affected securities total about $13.2 billion.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.

"In such a scenario, which could be triggered by renewed
terrorism, a further spike upward in fuel prices, or a need by
airlines to shed costly pension liabilities, holders of aircraft-
backed debt could be less willing or able to enforce their claims
to full repayment from bankrupt airlines.  Standard & Poor's also
continues to be concerned that a legal dispute over the rights of
certain creditors to repossess aircraft from bankrupt United Air
Lines Inc., could set a precedent that would further undermine
creditors' bargaining position vis-.-vis airlines in Chapter 11,"
the credit analyst continued.

Standard & Poor's ratings on aircraft-backed debt of:

   -- Delta Air Lines Inc. (CC/Watch Pos/--),
   -- FLYi Inc. (CC/Watch Dev/--),
   -- US Airways Inc. (rated 'D'), and
   -- special purpose entities Air 2 U.S. LLC and
   -- PBG Aircraft Trust

are already subject to CreditWatch reviews, albeit in some
cases CreditWatch with different implications, and the foregoing
issues will be considered in those reviews.

Standard & Poor's ratings on equipment trust certificates (ETC's)
and enhanced equipment trust certificates (EETC's) incorporate
consideration of an airline's risk of bankruptcy, its likelihood
of affirming such financings in any bankruptcy reorganization,
legal rights available to holders of aircraft-backed obligations
in Chapter 11, and the desirability of collateral backing such
obligations.

As such, the ability and willingness of creditors to enforce
claims against a bankrupt airline and, if necessary, to repossess
collateral, is an important rating factor.  The experience of
bankruptcies during the past several years has shown that holders
of public bonds backed by aircraft have been reluctant to
repossess collateral, preferring to seek renegotiation of terms
(particularly where payments to the controlling senior class of
EETC's could be preserved).

The potential scenario of widespread simultaneous U.S. airline
bankruptcies, which could include also liquidation of weaker
airlines, would present a serious challenge to holders of
aircraft-backed debt.  Values of many models of aircraft have
strengthened since the second quarter of 2003, but such progress
could be reversed for certain types of planes (particularly
those widely used by large U.S. hub-and-spoke airlines, the so-
called "legacy carriers") in such a scenario.

What distinguishes the current U.S. industry environment from
those in the past (excepting brief periods following the
Sept. 11, 2001, attacks and during the Iraq War) is the breadth of
credit deterioration, despite favorable economic conditions.

Airlines carrying over 80% of total U.S. traffic are rated 'B' or
lower, indicating a significant risk of default if industry
conditions were to deteriorate further.  Although many of the
legacy carriers have lowered their operating costs and, for
certain bankrupt airlines, their financial obligations as well,
all continue to be unprofitable.

Standard & Poor's does not anticipate that these airlines,
even with further cost-cutting efforts and a possible return to
profitability, will be able to restore their financial strength to
levels achieved during the industry upturn of the mid- to late-
1990s.

Accordingly, the legacy airlines will likely remain vulnerable in
the next industry downturn, which could coincide with a global
cyclical decline or could be triggered by specific external
factors such as terrorism or high fuel prices.

The reluctance of aircraft creditors to repossess collateral could
be reinforced if a ruling by the bankruptcy judge presiding over
United Air Lines' reorganization stands, or if it is rendered moot
by a negotiated settlement between certain debt-holders and the
airline (see Standard & Poor's commentary "United Air Lines Legal
Battle Could Set Negative Precedent for Aircraft Debt," Dec. 10,
2004).

The judge issued a temporary restraining order on Nov. 26, 2004,
preventing repossession by trustees on behalf of various aircraft
creditors of 14 aircraft operated by United.  The ruling is being
appealed, with a hearing in a district court currently scheduled
for March 10, 2005.  If creditors are not able to move quickly to
repossess planes when the bankrupt airline is not making scheduled
debt or lease payments, due to legal challenges by the debtor,
then creditors' bargaining position and prospects for placing
aircraft with other operators are eroded.

Standard & Poor's CreditWatch review will incorporate
consideration of these various factors, but resolution will not
necessarily await a definitive outcome of the United legal
dispute, as timing of that is uncertain.

Northwest Airlines Inc., was downgraded July 28, 2004, and ratings
on that company's aircraft-backed debt to some extent already
incorporate Standard & Poor's concerns, which could accordingly
limit the likelihood or extent of further downgrades in that case.


OVERSEAS SHIPHOLDING: Earns $401 Million of Net Income in 2004
--------------------------------------------------------------
Overseas Shipholding Group, Inc., (NYSE:OSG) reported net income
for 2004 of $401,236,000, the highest net income in the Company's
history, compared with net income of $121,309,000, for the prior
year.  Net income for 2004 and the quarter ended Dec. 31, 2004
reflects a $77,423,000 reduction in deferred tax liabilities.  TCE
revenue in 2004 was $789,581,000 and EBITDA was $655,248,000
compared with TCE revenue of $431,136,000 and EBITDA of
$320,287,000 in 2003.

Net income for the quarter ended Dec. 31, 2004, was $211,123,000,
ten times higher than net income of $21,198,000 for the quarter
ended December 31, 2003.  TCE revenue in the quarter ended
December 31, 2004, was $275,650,000 and EBITDA was $239,843,000
compared with TCE revenue of $105,533,000 and EBITDA of
$69,990,000 in the same period in 2003.

"OSG has achieved the highest annual and quarterly net income in
the Company's history with $401 million and $211 million
respectively," said Morten Arntzen, President and Chief Executive
Officer.  "In the past 12 months, four transforming events have
strategically positioned OSG for future growth and enhanced
returns.  The first event was the enactment of the 2004 Jobs
Creation Act, which places the Company on a level playing field
with its offshore competitors by indefinitely deferring taxation
on foreign shipping income.  Secondly, OSG, in partnership with
QGTC, committed approximately $1.0 billion to build four LNG
vessels, which will carry LNG from Qatar to the U.K. under 25-year
charters.  Thirdly, the Company acquired Stelmar Shipping Ltd.,
adding 40 vessels to our 60-vessel fleet, making OSG the second
largest publicly owned tanker company in the world and giving us a
leading position in the product and Panamax trades. The fourth
defining event was our recommitment to the U.S. Flag business."

                           Highlights

OSG Benefits from the 2004 Jobs Creation Act

On October 22, 2004, President Bush signed into law the Jobs
Creation Act of 2004.  Beginning on January 1, 2005, the new tax
law permits indefinite deferral of taxation on foreign shipping
income until such income is repatriated to the U.S. Had the tax
deferral on foreign shipping income been effective for 2004, the
Company's provision for federal income taxes of $79.8 million for
the year would have been essentially eliminated.  In addition, the
Company has reversed $77.4 million of net deferred tax
liabilities, thereby taking this amount into income during the
quarter ended December 31, 2004.

OSG Enters the LNG Transportation Business

On November 8, 2004, OSG announced it had formed a joint venture
to own and operate four 216,000 cbm LNG Carriers due to deliver in
late 2007 and early 2008.  The joint venture is owned 49.9% by a
subsidiary of OSG and 50.1% by Qatar Gas Transport Company Limited
(Nakilat) -- QGTC.  Upon delivery, the four vessels will commence
25-year charters to Qatar Liquified Gas Company Limited (II) --
QGII, a joint venture between Qatar Petroleum (70%) and a
subsidiary of ExxonMobil (30%).  These four vessels are the
largest LNG Carriers ever built.  They are of highly efficient
design with reliquification capability onboard and are powered by
twin slow-speed diesel engines, eliminating the need to consume
cargo as in older designs of LNG vessels.

OSG Acquires Stelmar

On December 13, 2004, OSG announced the signing of a definitive
merger agreement to acquire Stelmar Shipping Ltd., a leading
international provider of petroleum product and crude oil
transportation services with one of the world's largest and most
modern Handysize and Panamax tanker fleets.  The transaction
closed on January 20, 2005.  Under the terms of the merger
agreement, holders of Stelmar's common stock received $48.00 per
share in cash for an aggregate consideration of approximately
$844 million.  Taking into account the assumption of Stelmar's
outstanding debt, the total purchase price was approximately
$1.35 billion.  Stelmar's 40 vessel fleet consists of 24
Handysize, 13 Panamax and three Aframax tankers. Stelmar's fleet
includes two chartered-in Aframax and nine chartered-in Handysize
vessels.  One hundred percent of the fully owned fleet is double
hull.  In addition, five of the chartered-in vessels are double
hull and the balance are double sided.  Stelmar, through its
maintenance of a modern fleet and commitment to safety, has earned
an excellent reputation for providing high-quality transportation
services to major oil companies, oil traders and state-owned oil
companies.  Following the acquisition, OSG's fleet totaled
100 vessels.

OSG Expands Marad Participation

In February 2005, the Company signed four agreements with the
Maritime Administrator of the U.S. Department of Transportation
pursuant to which, in October 2005, the Company will enter three
U.S. Flag Product Carriers and one U.S. Flag Pure Car Carrier into
the U.S. Maritime Security Program for ten-year terms. The Program
ensures that militarily useful U.S. Flag vessels are available to
the U.S. Department of Defense in the event of war or national
emergency.  The Company intends to acquire three Foreign Flag
Product Carriers that satisfy the requirements of the Program and
reflag them to U.S. Flag.  The Company's U.S. Flag Pure Car
Carrier will continue in the Program through 2007, at which time
the Company intends to substitute a modern U.S. Flag Car Carrier
into the Program.  Under the Program, the Company will receive
approximately $2.6 million per year for each vessel through 2008,
$2.9 million per year for each vessel from 2009 through 2011, and
$3.1 million per year for each vessel from 2012 through 2016,
subject in each case to annual Congressional appropriations.

       Update on U.S. Department of Justice Investigation

On September 11, 2003, the Department of Transport of the
Government of Canada commenced an action against the Company's
Foreign Flagged Product Carrier, the Uranus, charging the vessel
with violations of regulations under the Canada Shipping Act with
respect to alleged discrepancies in the vessel's oil record book
during the period between December 2002 and March 2003.  On
January 22, 2004, the Department of Transport withdrew all pending
charges related to the alleged discrepancies.

On October 1, 2003, the U.S. Department of Justice served a grand
jury subpoena directed at the Uranus and the Company's handling of
waste oils.  The U.S. Department of Justice has subsequently
served related subpoenas requesting documents concerning the
Uranus and other vessels in the Company's fleet.  Several
witnesses have appeared before the grand jury.  The Company has
been cooperating with the investigation and in the fall of 2004
commenced negotiations with the U.S. Department of Justice to
resolve the investigation.  Such a resolution may involve an
acknowledgment by the Company of its responsibility for alleged
past record keeping violations of environmental regulations
governing the handling of waste oils by some sea staff aboard the
Uranus.  In the fourth quarter of 2004, the Company made a
provision (in the amount of $6.0 million) for anticipated fines,
environmental compliance costs, contributions to environmental
protection programs and other costs associated with a possible
settlement of the investigation.  Negotiations with the U.S.
Department of Justice are continuing and while management of the
Company believes that the total fines and the above-referenced
costs associated with a settlement of the investigation may range
from $6.0 million to $10.0 million, there can be no assurance that
a satisfactory settlement can be achieved or that the provision or
the estimated range will be sufficient to cover such fines and
costs.

During recent years, the Company has recognized heightened
concerns in many jurisdictions over the improper disposal of waste
oil from oceangoing vessels and has implemented a number of
measures to assure that the Company's vessels comply with all
applicable laws in this regard.  Beginning in 2002, the Company
developed and installed aboard all its vessels an "environmental
tag" system that prevents the decoupling of waste lines to bypass
pollution control equipment and improperly discharge waste oil at
sea.  The Company has also developed and begun installing
equipment that will automatically monitor and record all data for
engine room bilge water and waste oil control and that will
prevent tampering with meters that limit waste oil content of
discharges.  The Company believes that it is the only major tanker
corporation to install both an "environmental tag" system and
monitors for its fleet.  The Company has also substantially
enhanced its training and procedures so as to ensure compliance
with environmental regulations.  It is the Company's policy to
comply with all environmental regulations and it believes the
actions it has taken are among the best practices in the industry
to ensure the proper operation of its vessels.

                       Financial Profile

On January 13, 2004, OSG filed a shelf registration with the SEC
permitting the Company to issue up to $500 million of common stock
and debt securities and allowing certain selling shareholders to
sell 1.6 million shares of common stock.  On January 26, 2004, the
Company sold 3.2 million shares of common stock generating net
proceeds of $115 million. Simultaneously, existing shareholders
sold 1.6 million shares on the same terms, bringing the total
number of shares sold to 4.8 million.  On February 19, 2004, the
Company sold $150 million of senior unsecured notes. The notes
carry a coupon of 7.5% and will mature in February 2024, a term of
20 years.

On July 23, 2004, OSG closed a seven-year, unsecured revolving
credit facility of $100 million, and on November 30, the Company
closed a seven-year, $155 million unsecured revolving credit
facility.  Commitments under an older, five-year facility, which
will terminate in December 2006, were reduced from $350 million to
$200 million in December 2004.

On January 20, 2005, OSG completed the $1.35 billion acquisition
of Stelmar Shipping Ltd. using $675 million from cash and existing
credit facilities and $675 million from a new $500 million
unsecured revolving credit facility and a new $175 million
facility secured by five of the Company's 2004-built Handysize
Product Carriers.  Upon completion of the Stelmar acquisition, OSG
refinanced Stelmar's secured debt of $514 million.  As a result of
such refinancing, 24 vessels with a market value in excess of
$1 billion were added to the Company's unencumbered assets.

With shareholders' equity of $1.4 billion as of December 31, 2004,
and more than $700 million of liquidity, including undrawn bank
facilities, after giving pro forma effect to the acquisition of
Stelmar and the proceeds from the sale of five Product Carriers in
January 2005, the Company believes its financial flexibility and
strength distinguish OSG from most of its competitors.

Late in 2004, OSG set up a derivatives trading desk, which will
allow the Company to complement its large presence in the physical
tanker market with a presence in the growing paper market.

                     Sarbanes Oxley Update

As required by the Sarbanes Oxley Act of 2002, management
performed an assessment of the effectiveness of the Company's
internal controls over financial reporting as of Dec. 31, 2004.
Management determined that such internal controls over financial
reporting were effective as of December 31, 2004.  The Company's
independent registered public accounting firm will issue two
reports as of December 31, 2004, expressing unqualified opinions
on:

   (1) the effectiveness of OSG's internal control over financial
       reporting, and

   (2) management's assessment of the effectiveness of internal
       controls over financial reporting.

                        Market Overview

The year 2004 was one of the best years in the history of the
tanker industry with freight rates reaching levels not seen since
the early 1970s primarily as a result of the increasing
significance of China, India and other Asian countries as major
oil consumers combined with strong import growth in North America.
Sharply rising demand from Asia combined with the growing demand
of the world's developed nations, strained oil production and
tanker capacity, as evidenced by the record high crude oil prices
and tanker freight rates recorded in 2004.  OPEC came within
2 million barrels per day of fully utilizing its spare capacity, a
large portion of which is located in Saudi Arabia.  Current tanker
markets are very tightly balanced as a consequence of the
unprecedented levels of world oil demand and production, where
even a slight change in any of the factors affecting supply or
demand can cause sharp fluctuations in tanker freight rates.
While rates were extremely volatile throughout the year, average
rates across the year were the highest they have been in over 30
years.

Overseas Shipholding Group, Inc., is widely recognized as one of
the world's most customer focused marine transportation companies
providing high quality tonnage and value-added services to major
oil companies and other major charterers around the globe.  The
Company is focused on identifying and meeting the needs of our
partners and customers in a rapidly changing market.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on New York, New York-based
Overseas Shipholding Group Inc., and removed all ratings from
CreditWatch, where they were placed on Dec. 14, 2004.  S&P's
CreditWatch placement followed the company's announcement that it
would acquire Stelmar Shipping Ltd.  Overseas Shipholding
completed its $1.3 billion acquisition of Stelmar on
Jan. 20, 2005.  S&P says the outlook is stable.

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Moody's Investors Service confirmed Overseas Shipholding Group,
Inc.'s senior unsecured and senior implied ratings at Ba1. Moody's
also changed the rating outlook to negative from stable.  This
completed Moody's ratings review opened on Dec. 13, 2004,
following the announcement by the company of its acquisition of
Stelmar Shipping (not rated) for $1.36 billion.


OWENS CORNING: Replies to Banks' Asbestos Estimation Brief
----------------------------------------------------------
In behalf of Owens Corning and its debtor-affiliates, Roger E.
Podesta, Esq., at Debevoise & Plimpton LLP, in New York, tells the
U.S. District Court for the District of Delaware that there are
dramatic and critically important difference between the forecasts
of Drs. Thomas Vasquez and Frederick Dunbar.  The most obvious
differences can be found in their analyses that deal with the
forecast of future claims.  Stark differences in methodology are
best illustrated by the results of their forecasts.  While Dr.
Vasquez estimated that there would be over 470,000 future
compensable non-malignant claims, Dr. Dunbar estimated that there
would be fewer than 40,000 future claims.  Differences and
similarities are also found in the experts' analyses of dismissal
rates, punitive damages, and the inflation and discount rates.

Mr. Podesta says the Bank Debt Holders are attempting to make Dr.
Dunbar's preferred $2.046 billion estimate of future claims seem
reasonable by likening his estimate to Dr. Vasquez's Method One.
But the Bank Debt Holders ignore Dr. Vasquez's testimony that his
Method One is not reflective of Owens Corning's liability in the
tort system and that he prefers his Method Two analysis.

In making their comparisons to Dr. Vasquez, the Bank Debtor
Holders also routinely mischaracterize the trial testimony of
Owens Corning's witnesses and the analysis performed by Dr.
Vasquez.  For example, in praising Dr. Vasquez's removal of
punitive damages and verdicts from his calculation of historical
settlement averages in his Method Two, the Bank Debt Holders fail
to mention that in so doing, Dr. Vasquez significantly departed
from his usual methodology, at the request of Owens Corning's
counsel.  The Bank Debt Holders call this counseled departure
from the norm a "careful and systematic analysis."  But when
counsel for Owens Corning asked Dr. Vasquez what the result would
be if he followed his normal practice of including verdicts and
punitive damages in his calculation of settlement averages, the
Bank Debt Holders call it "manipulation."

"There is no manipulation," Mr. Podesta asserts.  "Dr. Vasquez
removed punitive damages and verdicts from his Method Two because
counsel told him they would not be paid in the bankruptcy."

At his deposition, Dr. Vasquez testified that was a departure
from his usual methodology and counsel for the Futures
Representative asked him what the result would be if he put them
back in.  Dr. Vasquez had not yet done that calculation and could
not answer the question.  Mr. Podesta asked him to calculate the
answer to that open question and the results of his calculation
were provided to counsel for the Bank Debt Holders prior to
trial.

An excerpt copy of Dr. Vasquez's deposition is available at no
cost at:

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

To be sure, there are some similarities between Dr. Vasquez's
forecast and that of Dr. Dunbar's because some of Dr. Vasquez's
assumptions are relatively conservative.  But to say that Dr.
Vasquez's and Dr. Dunbar's estimates are more similar than Dr.
Vasquez's and Dr. Rabinovitz's and Dr. Peterson's no increase
estimate, according to Mr. Podesta, mischaracterizes the
testimony and opinions of these experts.

                   Sanity Check for Dr. Dunbar

Mr. Podesta tells Judge Fullam that by any measure of witness
credibility, whether it is familiarity with the material
discussed, responsiveness to the questions, or plausibility of
the answers provided, Dr. Dunbar failed.  "Far from being a
witness responsive to the questions of the Court and counsel, the
Court repeatedly had to admonish Dr. Dunbar for not answering
question asked," Mr. Podesta points out. "Not only was Dr. Dunbar
not a credible witness about his own opinions, but he also
passed-off his calculations as those of Dr. Vasquez, and when
confronted only grudgingly admitted what he had done."

A comparison of Dr. Dunbar's estimation and testimony with
readily available sanity checks shows the unreasonableness of his
forecast:

(1) Dr. Dunbar's estimates are inconsistent with recent Court-
    approved estimates of the asbestos liabilities of other
    defendants;

(2) Dr. Dunbar's estimate is one and a half billion dollars less
    than Owens Corning's estimate before the SEC, which pursuant
    to generally accepted accounting principles was set at the
    low end of the range of reasonable; and

(3) Even if Dr. Dunbar's estimate of the number of compensable
    future claims were correct -- which it is not -- any
    reasonable valuation of the remaining "gold standard" claims
    would be significantly higher than Dr. Dunbar's forecast.

                 Distortions of the Trial Record

Mr. Podesta also notes that the Bank Debt Holders mischaracterize
the testimony of Clyde M. Leff and Bruce G. Tucker to support the
Bank Debt Holders' arguments about:

   -- the impact of punitive damages on settlement values; and

   -- the lack of product identification that led to
      "substantial" zero pays in non-National Settlement Program
      cases and was a "major reason" for dismissals outside the
      NSP.

Relying solely on the testimony of Dr. Dunbar, the Bank Debt
Holders assert that Owens Corning failed to review claims
submitted under the NSP and did not have its claims review
process in place before it filed for bankruptcy.

A full-text copy of the Debtors' Reply Brief is available at no
charge at:

               http://bankrupt.com/misc/OWCTab49.pdf

A full-text copy of the Debtors' Supplement to their Reply Brief
is available at no charge at:

               http://bankrupt.com/misc/OWCTab51.pdf

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


PACIFIC ENERGY: Utilities Commission Okays Anschutz Interest Sale
-----------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) reported that the
California Public Utilities Commission has approved the previously
announced sale of its General Partner, by The Anschutz
Corporation, to LB Pacific, LP, formed by Lehman Brothers Merchant
Banking Group.

The acquisition by LB Pacific, LP will include

     (i) a 100% ownership interest in Pacific Energy GP, Inc.,
         which owns a 2% general partner interest in Pacific
         Energy and the incentive distribution rights, and

    (ii) 10,465,000 subordinated units of Pacific Energy
representing a 34.6% limited partner interest in Pacific Energy.

The transaction is expected to close on March 3, 2005.

Pacific Energy Partners, L.P. -- http://www.PacificEnergy.com/--  
is a master limited partnership headquartered in Long Beach.
Pacific Energy is engaged principally in the business of
gathering, transporting, storing and distributing crude oil and
other related products in California and the Rocky Mountain
region, including Alberta, Canada.  Pacific Energy generates
revenues primarily by transporting crude oil on its pipelines and
by leasing capacity in its storage facilities.  Pacific Energy
also buys, blends and sells crude oil, activities that are
complementary to its pipeline transportation business.


PENN NATIONAL: Moody's Puts B3 Rating on $200 Mil. Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.  The
confirmation completes the review process that was initiated on
Nov. 4, 2004 following the announcement that Penn National and
Argosy Gaming Company (Argosy; Ba2/under review for possible
downgrade) entered into a definitive merger agreement under which
Penn National will acquire all of Argosy's outstanding shares for
$47.00 per share.  The transaction is valued at approximately
$2.2 billion.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.

Proceeds from the new senior subordinated notes will be used to
redeem the company's 11.125% senior subordinated notes.  Penn
National recently announced that it has called for redemption all
$200 million in aggregate principal amount of its outstanding
11.125% senior subordinated notes due 2008.

The scheduled redemption date is March 10, 2005.  Proceeds from
the new bank facility will be used to fund Penn's pending
acquisition of Argosy.  Argosy's ratings remain on review for
possible downgrade until the transaction closes, which is
currently expected to occur sometime in the second half of 2005.

The confirmation considers the positive historical operating
performance of both Penn National and Argosy, as well as the
growth prospects of the combined entity.  Operating cash flow
improvements, highlighted by the strong fourth quarter performance
of both companies, and coupled with Penn's stated intention of
reducing leverage, should enable the company to manage leverage
downward over the next two years.  The confirmation also takes
into account Penn's increased size and improved diversification
following the Argosy acquisition, which, to a large degree,
offsets its high pro forma leverage - about 5.5x.

The confirmation recognizes that while Penn National has stated a
desire to apply cash flow after interest, taxes, and maintenance
capital expenditures towards absolute debt reduction, and has done
so in the past following leveraged acquisitions, the ability of
the company to do this over the next two years depends
significantly on the timing of any final approvals and capital
spending related to its Maine and Pennsylvania development
initiatives.

To the extent these initiatives begin in 2005, it is more likely
that most, if not all, surplus operating cash flow will go towards
growth capital expenditures as opposed to absolute debt reduction
over the next two years.

During Penn National's recent fourth quarter 2004 earnings
conference call, the company announced that on a standalone basis,
it expects to make $321 million of capital expenditures in fiscal
2005 -- $61 million related to maintenance and $260 related to
growth initiatives.  The proposed capital budget for both Maine
and Pennsylvania development initiatives were increased from
previous amounts.  In total, these revisions increased Penn's 2005
capital expenditure estimate $90 million to $321 million.  On a
combined basis, Penn National and Argosy are capable of generating
close to $200 million of annual cash flow after interest, taxes,
and maintenance capital expenditures.

The stable ratings outlook considers the demonstrated stability of
the gaming sector, Penn National's improved level of geographic
diversification following the Argosy merger, strong continued cash
flow performance at Charles Town, which has grown significantly
over the past few years, and the approval of slots in Pennsylvania
that will likely have a longer-term positive impact on the
company.  Although Penn's size, diversification, and growth
prospects (post-Argosy acquisition) are characteristics of a
higher rating, ratings improvement depends primarily on the
company's ability to achieve and sustain lower leverage -
debt/EBITDA at or near 4.0x.

The B3 rating on Penn National's new $200 million senior
subordinated notes takes into account that these notes will not be
guaranteed, and as a result, the holders of Penn's existing 6.875%
and 8.875% senior subordinated notes will have a prior claim ahead
of the new notes.  Penn National's 6.875% and 8.875% senior
subordinated notes are guaranteed by certain domestic, wholly
owned operating subsidiaries.

The similarity between the company's secured bank loan rating and
senior implied rating reflects the significant amount of secured
debt in the pro forma capital structure.  Penn National has the
option to increase the total bank facility by $300 million
provided that any increase of the revolving portion of the
facility is limited to $100 million.

The ratings confirmed are:

   * Senior implied rating, at Ba3;

   * Long-term issuer rating, at B1;

   * $100 million senior secured revolver due 2007, at Ba3;

   * $320 million senior secured term loan D due 2007, at Ba3;

   * $200 million 11.125% senior subordinated notes due 2008, at
     B2;

   * $175 million 8.875% senior subordinated notes due 2010, at
     B2; and

   * $200 million 6.875% senior subordinated notes due 2011, at
     B2.

The new ratings assigned are:

   * $200 million senior subordinated notes due 2015 -- B3;

   * $750 million 5-year senior secured revolving credit facility
     -- Ba3;

   * $325 million 6-year senior secured term loan A -- Ba3; and

   * $1.65 billion 7-year senior secured term loan B -- Ba3.

The rating on Penn National's existing bank facility will be
withdrawn once the new bank facility becomes effective.  The
rating on the company's 11.125% senior subordinated notes will
also be withdrawn once the notes are redeemed.

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming,
Inc., owns and operates three Hollywood Casino properties located
in Illinois, Mississippi and Louisiana; Charles Town Races & Slots
in West Virginia; two Mississippi casinos; a riverboat gaming
facility in Louisiana; and the Bullwhackers casino properties in
Colorado.


PENN NATIONAL: S&P Puts BB- Rating on $2.725 Billion Senior Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and a
recovery rating of '3' to Penn National Gaming Inc.'s proposed
$2.725 billion senior secured credit facility, indicating
Standard & Poor's expectation that the lenders would realize a
meaningful recovery of principal (50%-80%) in the event of payment
default.

Concurrently, Standard & Poor's assigned its 'B' rating to Penn's
proposed $200 million senior subordinated notes due 2015.  At the
same time, Standard & Poor's affirmed its ratings on Penn,
including its 'BB-' corporate credit rating.

Proceeds from the proposed bank facility and subordinated notes,
in addition to proceeds received from the recent sale of Pocono
Downs, will be used to fund the pending acquisition of Argosy
Gaming Company (BB/Watch Neg/--), to refinance Penn's existing
bank facility and its $200 million 11.25% senior subordinated
notes due 2008, and for fees and expenses.

Standard & Poor's expects to withdraw its ratings on Penn's
existing bank facility and 11.25% senior subordinated notes due
2008 once these various transactions are completed.  The outlook
remains positive.  Pro forma for the acquisition of Argosy,
consolidated debt outstanding approximates $3 billion.

"We expect that the overall gaming environment in the near term
will remain favorable and that Penn's more diverse portfolio of
gaming assets will maintain their good market positions and
continue to generate a relatively stable source of cash flow,
despite the competitive market conditions in many of the markets
it operates," said Standard & Poor's credit analyst Michael
Scerbo.

Ratings upside potential is contingent upon Penn improving its
credit measures in the 12-18 months following the closing of the
transaction.


QWEST COMMS: CEO & CFO to Present Post Earnings Briefing Tomorrow
-----------------------------------------------------------------
Richard C. Notebaert, chairman and CEO, and Oren G. Shaffer, vice
chairman and CFO, will be presenting a post earnings analyst and
investor briefing at 8:00 a.m. EST on Tuesday, March 1.

This event will be available by webcast at:

          http://www.qwest.com/about/investor/meetings

You may access this event via a listen-only dial in:

   -- 800-387-6216 (U.S. Domestic)
   -- 416-405-9328 (International)
   -- Passcode: 3138737

A replay will be available approximately two hours after the
conclusion of the call until 11:59 p.m. EST on March 7.

   -- 800-408-3053 (U.S. Domestic)
   -- 416-695-5800 (International)
   -- Passcode: 3138737

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

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.


RICHMOND REDEVELOPMENT: Moody's Affirms Ba3 Rating on $5.6MM Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on the
Richmond Redevelopment and Housing Authority's $5.6 million of
outstanding Multi-Family Housing Revenue Bonds (Berkeley
Place/Warwick Place Apartments) Series 1995A.  The rating
affirmation is based upon Moody's review of unaudited financial
statements for 2004 and occupancy reports from management.  We
have also revised the outlook to stable from negative.  The
revised outlook reflects a trend of increased occupancy at the
project and improved debt service coverage.

The bonds are secured by the revenues from two cross
collateralized properties, Berkeley Place and Warwick Place.  The
projects were built in 1963 and are located approximately one mile
apart in residential south Richmond.

Recent Developments/Results:

Occupancy has increased over the past twelve months from 91.7% in
February 2004 to 95% in February 2005.  Improved market conditions
also resulted in a decrease in concessions and bad debt expense.
Combined with a 7% decrease in maintenance expense, debt service
coverage improved in 2004.  Unaudited financials for the 12 months
ending December 31, 2004 produce debt service coverage of 1.16x,
up from 1.04 in 2003 and 1.08 in 2002.

Moody's Ba2 rating incorporates improved financial conditions,
balanced with the properties 40-year age and a lack of replacement
and reserve fund as ongoing capital repairs could put pressure on
debt service coverage ratio if the market does not remain strong.

An impending bond bullet payment and associated refinancing risk
as well as legal covenants also contribute to the below investment
grade rating.  These covenants include the exclusion of a
traditional "lock box" payment system laid out in the trust
indenture, a modest debt service reserve requirement of
approximately one-half year's worth of debt service and a lack of
reserve and replacement fund.

Outlook:

The outlook for the bonds is stable.  The change in outlook to
stable is based upon improved NOI, which resulted from fewer
concessions and a reduction in maintenance expenses.


RIVERSIDE FOREST: Offers to Purchase Back 7-7/8% Senior Notes
-------------------------------------------------------------
Riverside Forest Products Limited has commenced an offer to
purchase for cash all of its outstanding 7-7/8% Senior Notes due
March 1, 2014.  The aggregate principal amount of Notes
outstanding is US$97,500,000.  Riverside is also soliciting
consents from the holders of the Notes to approve certain
amendments to the indenture under which the Notes were issued,
which amendments will eliminate substantially all of the covenants
contained in the indenture and certain events of default.  The
tender offer is subject to various conditions, including the
receipt of consents necessary to approve the amendments to the
indenture governing the Notes.

The tender offers will expire at 5:00 p.m., New York City time, on
March 23, 2005, unless extended or earlier terminated by
Riverside.  The total consideration to be paid to holders that
tender their Notes and deliver their consents prior to 5:00 p.m.,
New York City time, on March 8, 2005, will be equal to US$1,170.19
per US$1,000 principal amount of Notes, which includes a consent
payment of US$20.00 per US$1,000 principal amount of Notes.
Holders that tender their Notes after 5:00 p.m. on March 8, 2005,
and prior to the expiration of the tender offer will receive
US$1,150.19 per US$1,000 principal amount of Notes.

Notes purchased pursuant to the tender offer will be paid for as
follows:

   -- Notes tendered and not validly withdrawn prior to 5:00 p.m.,
      New York City time, on March 8, 2005 will be paid for on, or
      on a date promptly following, the date on which Riverside
      has received the unrevoked consent of the holders of a
      majority of the Notes to the proposed amendments to the
      indenture, and the other industry standard conditions to the
      offer are satisfied; and

   -- Notes tendered and not validly withdrawn after 5:00 p.m.,
      New York City time, on March 8, 2005 but prior to 5:00 p.m.,
      New York City time, on March 23, 2005 will be paid for on,
      or on a date promptly following, March 23, 2005.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offers and consent solicitations is
contained in the Offer to Purchase and Consent Solicitation
Statement dated February 23, 2005.  Copies of the Offer to
Purchase and Consent Solicitation Statement can be obtained by
contacting:

            Global Bondholder Services Corporation
            Information Agent
            (866) 873-6300 (toll free)

RBC Capital Markets is the exclusive dealer manager and
solicitation agent.  Additional information concerning the terms
and conditions of the tender offer and consent solicitation may be
obtained by contacting:

            RBC Capital Markets
            1-800-370-9558 (toll free)
            (212) 703-2200.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
company is also the second largest plywood and veneer producer in
Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing.

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications.


RUSSEL METALS: Earns $43.5 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Russel Metals, Inc., (TSX:RUS) disclosed fourth quarter 2004
earnings of $43.5 million from $7.7 million for the fourth quarter
of 2003.  The fourth quarter 2004 revenues increased 52% to
$625.0 million from $410.7 million in 2003.

The fourth quarter results include three adjustments that reduced
earnings per share by $0.07.  Without these charges, reported
earnings per share would have been $0.94 for the fourth quarter
versus adjusted earnings of $0.21 for the fourth quarter of 2003.
The fourth quarter 2004 adjustments included an after tax charge
of $2.5 million for discontinued operations and before tax charges
of $0.7 million for restructuring costs related to the Acier
Leroux acquisition and $0.5 million related to the restructuring
of the bank syndicate.

The earnings per share for the year ended December 31, 2004 were
$3.64 or $177.8 million versus $0.41 per share or $18.5 million in
2003.  The 2004 earnings per share before adjustments were $3.95.
The year's adjustments included a $13.7 million charge for debt
restructuring, $3.0 million of restructuring charges related to
the Acier Leroux acquisition both of which are pre tax numbers.
In addition, the adjustments included an after tax charge
of $2.9 million for discontinued operations.  In 2003, the
adjusted earnings per share were $0.51 after adjustments of
$0.10 for restructuring, goodwill impairment and discontinued
operations.

Revenue for 2004 was $2.418 billion, up 60% from $1.507 billion in
2003.  Revenue increased significantly in all business segments.

Bud Siegel, President and CEO stated, "2004 was an outstanding
year throughout the steel industry and our operations produced
industry leading results.  Our favorite measurable, return on
ending capital employed, was in double digits for the eighth
straight year.  The return on ending capital at December 31, 2004
was 46%.  The earnings from continuing operations before interest
and taxes increased five times from $55.3 million in 2003 to
$306.2 million in 2004.  The strong operating results recorded in
the year are a direct reflection of the superior efforts of the
employees of Russel Metals, Inc.  Our shareholders were rewarded
with dividend increases of over 100% during the year to an
annualized dividend of $0.70 per share and a 76% increase in the
market price of the common shares year over year."

Brian Hedges, Executive Vice President and Chief Financial
Officer, stated, "The strengthening of the balance sheet
accelerated during 2004, thanks to the first quarter common share
issue, total restructuring of all our interest bearing debt at
significantly lower interest rates, the redemption of the
preferred shares and the high level of profitability experienced
in 2004.  The book value per share jumped 55% to $9.15 at year-end
from $5.60 at December 31, 2003."

The total interest bearing debt declined during 2004 and is 35% of
the total balance sheet capitalization at year-end versus 46% at
December 31, 2003.  In 2004, the Company financed an 86%, or
$261 million, increase in inventory and an increase of 49%, or
$123 million, in accounts receivable.  These increases were funded
from current liabilities, the common share issue and earnings.
The increase in current assets was primarily driven by the
increase in the transaction price per ton of steel.  It is
anticipated that the working capital requirements will remain at
similar levels or decline in 2005 and the Company will not be
required to fund a similar increase in working capital that
occurred in 2004.

The Board of Directors approved a quarterly dividend of 20 cents
per common share payable March 15, 2005 to shareholders of record
as of March 8, 2005.

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

                         *     *     *

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' 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.


SANDITEN INVESTMENTS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sanditen Investments, Ltd.
        3314 East 51st Street, Suite 203E
        Tulsa, Oklahoma 74135

Bankruptcy Case No.: 05-10850

Type of Business: The Debtor owns two shopping centers and some
                  undeveloped real estate in Tulsa, Oklahoma.

Chapter 11 Petition Date: February 18, 2005

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: John David Dale, Esq.
                  Gable & Gotwals
                  100 West 5th Street, Suite 1100
                  Tulsa, OK 74103
                  Tel: 918-595-4800
                  Fax: 918-595-4990

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Oklahoma              Unsecured Line of       $1,700,000
Bank of Oklahoma Tower        Credit
One Williams Center
Tulsa, OK 74192

Michael J. Sanditen           Partner's Withdrawal      $662,876
3314 East 51st St., St. 207K  from Partnership
Tulsa, OK 74135

Edgar R. Sanditen Revocable   Partner's Withdrawal      $661,268
Trust                         From Partnership
3314 E. 51st St., Ste. 207K
Tulsa, OK 74135

American Electric Power       Electricity Services       $25,693

Tulsa County Treasurer        Prorated portion of        $25,494
                              Debtor's 2005
                              property taxes
                              (January 1, 2005 to
                              February 14, 2005)

The Butler                    Cleaning and                $6,551
                              Restoration Services

Osaka Steakhouse of Japan     Commercial Lease            $6,475
                              Security Deposit

Good Spirits                  Commercial Lease            $5,010
                              Security Deposit

Prime Industrial Recruiters   Commercial Lease            $3,584
                              Security Deposit

Amax Signs, Inc.              Services Rendered           $3,024

Sam Wheeler Salon             Commercial Lease            $2,504
                              Security Deposit

Fennell Hand & Foot Clinic    Commercial Lease            $2,100
                              Security Deposit

Scrapbooks, Etc.!             Commercial Lease            $2,000
                              Security Deposit

ABS Communications, Inc.      Commercial Lease            $1,830
                              Security Deposit

Palm, Inc.                    Landscaping Services        $1,735

Clothes Horse                 Commercial Lease            $1,640
                              Security Deposit

Jazzercise                    Commercial Lease            $1,636
                              Security Deposit

Pictures Plus                 Commercial Lease            $1,368
                              Security Deposit

Blimpie's Restaurant          Commercial Lease            $1,310
                              Security Deposit

Garnett Plaza Liquor Store    Commerical Lease            $1,260
                              Security Deposit


SAXON ASSET: S&P Affirms B Rating on Class BF-1
-----------------------------------------------
Standard & Poor's Ratings Services raised its rating on class BV-1
from Saxon Asset Securities Trust 2000-2.  At the same time,
ratings are affirmed on the remaining classes from this
transaction.

The raised rating is the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new loan-by-loan analyses are significantly
reduced from the original levels at issuance, primarily as a
result of:

   -- loan seasoning,

   -- performance-based updated borrower quality scores, and

   -- adjusted lower LTV ratios, due to property value
      appreciation.

The analysis also incorporates projected loss severities for the
delinquent loans based on recent property value estimates.  As a
result, Standard & Poor's raised its rating to reflect the credit
support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure the assigned
ratings accurately reflect the risks associated with it.

                          Rating Raised

                  Saxon Asset Securities Trust

                             Rating
                             ------
            Series      Class        To          From
            ------      -----        --          ----
            2000-2      BV-1         BBB+        BBB

                        Ratings Affirmed

                  Saxon Asset Securities Trust

            Series       Class                Rating
            ------       -----                ------
            2000-2       AF-6                 AAA
            2000-2       MF-1, MV-2           AA
            2000-2       MF-2                 A
            2000-2       BF-1                 B


SILGAN HOLDINGS: S&P Affirms BB Corp. Credit Rating & Pos. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Silgan
Holdings Inc., to positive from stable, reflecting the company's
progress toward improving its financial profile.

In addition, Standard & Poor's affirmed all its ratings on the
company, including its 'BB' corporate credit rating. Stamford,
Connecticut-based Silgan had about $842 million of debt
outstanding at Dec. 31, 2004.

"The outlook revision incorporates Silgan's strengthening
financial profile supported by improved earnings and free cash
generation," said Standard & Poor's credit analyst Liley Mehta.

The company generated strong free cash flows and reduced debt by
$161 million in 2004, improving the ratio of total debt --
adjusted for capitalized operating leases -- to EBITDA to below 3x
at Dec. 31, 2004, from about 3.7x in 2003.

Credit measures are expected to maintain a gradually improving
trend in the near to intermediate term, and the company is
expected to reduce debt by $100 million in 2005, in the absence of
acquisitions.  Ratings incorporate Standard & Poor's expectation
that management will maintain a disciplined approach to
acquisitions that preserves credit quality and supports Silgan's
growth strategy.

The ratings on Silgan are supported by its average business
position as a major North American producer of rigid consumer
goods packaging, steady earnings and free cash flow generation,
and sufficient liquidity, offset by aggressive debt leverage.  In
addition, supporting factors include the company's improving
financial profile and policies that enhance prospects for
further debt reduction.

With annual revenues of about $2.4 billion, Silgan is the largest
producer of metal food cans in North America and enjoys a dominant
volume share estimated at 50%.  The company's business mix is
about 75% in metal food cans and closures, and 25% in plastic
containers and tubes primarily for personal care products, in
which the company enjoys a co-leadership position.


SOLUTIA INC: Kirkland & Ellis Replaces Gibson Dunn as Counsel
-------------------------------------------------------------
As previously reported, Solutia, Inc., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Gibson, Dunn & Crutcher, LLP, as
counsel in their Chapter 11 cases.  While at Gibson Dunn, Richard
Cieri, Esq., was the chairperson of the restructuring practice
group and the partner responsible for the Debtors' Chapter 11
cases.

On February 3, 2005, Mr. Cieri joined Kirkland & Ellis, LLP, as a
partner.  Thus, for continuity purposes, and based on K&E's
excellent reputation for providing premier legal services to
clients, the Debtors seek the Court's authority to employ K&E,
nunc pro tunc as of February 3, 2005, as their attorneys to
perform the legal services that will be necessary during the
remainder of these Chapter 11 cases.

According to Mr. Cieri, the transfer of responsibility to K&E from
Gibson Dunn has begun.  Gibson Dunn has been exceedingly helpful
in communicating to K&E the background information relating to the
Debtors' Chapter 11 cases and providing to K&E an in-depth
understanding of the issues, procedures and other related matters.

To ensure that the Debtors' estates do not bear the costs of the
transition of responsibilities to K&E, K&E will not charge the
Debtors for any transition activities.  K&E has established a
client matter number for these activities to record the cost of
the transition.

                        Kirkland & Ellis

Jeffry N. Quinn, Solutia Inc.'s Senior Vice President, General
Counsel and Chief Restructuring Officer, relates that K&E is an
international law firm with approximately 1000 attorneys.  The
firm maintains offices in New York City, Chicago, Los Angeles, San
Francisco and Washington D.C., as well as in London and Munich.
K&E has extensive expertise and experience in virtually all
aspects of the law that may arise in these Chapter 11 cases.  K&E
has substantial bankruptcy and restructuring, corporate, employee
benefits, environmental, finance, intellectual property, labor and
employment, litigation, real estate, securities and tax expertise.
K&E's Restructuring, Insolvency, Workout & Bankruptcy Group
consists of more than 100 attorneys practicing worldwide.

As the Debtors' attorneys, K&E will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors-in-possession under Chapter 11 of the Bankruptcy
       Code;

   (b) prepare, on behalf of the Debtors, all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents and
       review all financial and other reports to be filed in
       these Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served in these Chapter 11
       cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of such liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) counsel the Debtors in connection with the formulation,
       negotiation and promulgation of a plan of reorganization
       and related documents;

   (h) advise and assist the Debtors in connection with any
       potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;

   (j) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' Chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization;

   (l) provide corporate, employee benefit, environmental,
       litigation, tax and other general nonbankruptcy services
       to the Debtors to the extent requested by the Debtors; and

   (m) perform all other necessary or appropriate legal services
       in connection with these Chapter 11 cases for or on behalf
       of the Debtors.

The Debtors will compensate K&E for its services in accordance
with the firm's customary hourly rates.  According to Mr. Quinn,
K&E hourly rates vary with the experience and seniority of the
individuals assigned:

        Partners                    $425 to $950
        Of Counsel                  $325 to $740
        Associates                  $235 to $540
        Paraprofessionals            $90 to $280

These professionals are presently expected to have primary
responsibility for providing services to the Debtors:

     Professional                     Rate per hour
     ------------                     ------------
     Stephen Fraidin                      $950
     Richard M. Cieri                      795
     Thomas W. Christopher                 725
     Anne Marrs Huber                      630
     Alexandra Mihalas                     610
     Jonathan S. Henes                     590
     Peter A. Bellacosa                    560
     Andrew R. Running                     535
     David J. Zott                         535
     Edward O. Sassower                    520
     Michael A. Cohen                      485
     Maureen D. O'Brien                    430
     Javier Schiffrin                      420
     Michael J. Frishberg                  420

                       Disinterestedness

Mr. Cieri assures the Court that K&E is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b) of the Bankruptcy Code.

However, Mr. Cieri discloses that K&E is currently performing
legal work with regard to various matters unrelated to the
Debtors' Chapter 11 cases for Pharmacia Corporation, Pfizer, Inc.,
and Monsanto Company.

K&E anticipated that its representation of Solutia could
potentially result in a direct conflict with Pfizer, Pharmacia and
New Monsanto, including the possibility of representing Solutia,
Inc., against Pfizer, Pharmacia and New Monsanto in litigation.
Accordingly, K&E informed Solutia, New Monsanto and Pfizer of the
potential conflicts and K&E obtained waiver letters from each
party.

In the Solutia Waiver Letter, dated January 26, 2005, Solutia
agreed that:

   (a) K&E's representation of Solutia in these Chapter 11 cases
       will not limit K&E's ability to represent Pfizer,
       Pharmacia or New Monsanto in matters unrelated to these
       Chapter 11 cases;

   (b) it is not Solutia's present intention to employ K&E to
       directly prosecute any affirmative lawsuit or adversary
       proceeding against New Monsanto, Pfizer or Pharmacia as a
       named defendant, but it intends to use Gibson Dunn if the
       need arises; and

   (c) Solutia will not use K&E's representation to seek to
       disqualify K&E from representing Pfizer, Pharmacia or New
       Monsanto in matters unrelated to these Chapter 11 cases.

In the New Monsanto Waiver Letter, dated January 26, 2005, New
Monsanto agreed that:

   (a) K&E's representation of New Monsanto in matters unrelated
       to these Chapter 11 cases will not limit K&E's ability to
       represent Solutia in these Chapter 11 cases;

   (b) K&E will not represent New Monsanto in matters related to
       these Chapter 11 cases;

   (c) notwithstanding K&E's representation of New Monsanto in
       unrelated matters now and in the future, K&E may represent
       Solutia in these Chapter 11 cases with regard to issues
       that may be directly adverse to New Monsanto; and

   (d) New Monsanto will not use K&E's representation of New
       Monsanto to seek to disqualify K&E from representing
       Solutia in these Chapter 11 cases.

In the Pfizer/Pharmacia Waiver Letter, dated February 2, 2005,
Pfizer agreed that:

   (a) K&E's representation of Pfizer and Pharmacia in matters
       unrelated to these Chapter 11 cases will not limit K&E's
       ability to represent Solutia in these Chapter 11 cases;

   (b) K&E will not represent Pfizer or Pharmacia in matters
       related to these Chapter 11 cases;

   (c) notwithstanding K&E's representation of Pfizer and
       Pharmacia in unrelated matters now and in the future, K&E
       may represent Solutia in these Chapter 11 cases; and

   (d) Pfizer and Pharmacia will not use K&E's representation of
       Pfizer or Pharmacia to seek to disqualify K&E from
       representing Solutia in these Chapter 11 cases.

Pharmacia, Pfizer and New Monsanto account for 0.01%, 0.03% and
0.56% of K&E's gross revenue for the fiscal year 2004.

If a conflict arises with respect creditors or any other party-in-
interest in the future, the Debtors will continue to use Gibson
Dunn and Blackwell Sanders Peper & Martin, LLP, to represent the
Debtors with respect to those matters.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRATOS GLOBAL: Buys Back 11,929,425 Shares for Cancellation
------------------------------------------------------------
Stratos Global Corporation (TSX: SGB) reported the final results
of its offer dated January 13, 2005, to purchase for cancellation
a total of 7,400,000 common shares.  The offer for the common
shares expired at 11:59 p.m. EST on February 18, 2005.

Based on final reports on the response to its offer to purchase
common shares, the number of common shares deposited at the
purchase price as at the expiration date of the offer for common
shares was 11,929,425.  The final pro-ration factor that has been
applied to common shares properly deposited is approximately
0.6199.  As a result, shareholders who deposited common shares at
the purchase price of C$10.75 per common share or pursuant to
purchase price tenders will have approximately 62 percent of their
common shares bought back at the purchase price, subject to
adjustments for odd lots and to avoid the creation of fractional
common shares. Payment for common shares tendered and accepted for
purchase will be made by February 28, 2005.

The common shares to be repurchased comprise approximately 15
percent of the outstanding common shares of the Corporation.
After giving effect to the repurchase and cancellation, there will
remain outstanding approximately 42 million common shares.

Stratos Global Corporation -- http://www.stratosglobal.com/-- is
a publicly traded company (TSX: SGB) and the leading global
provider of a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

AS reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

   * (P) Ba2 Senior Implied,
   * (P) Ba2 Senior Secured,
   * (P) Ba3 Issuer, and
   * SGL-1.

All long-term ratings are stable.


SUPERIOR WHOLESALE: Fitch Puts BB+ Rating on $52.198 Mil. Notes
---------------------------------------------------------------
Fitch Ratings has rated Superior Wholesale Inventory Financing
Trust XI's - SWIFT -- floating-rate asset-backed term notes,
series 2005-A:

     -- $2,000,000,000 class A 'AAA';
     -- $125,275,000 class B 'A';
     -- $52,198,000 class C 'BBB+';
     -- $52,198,000 class D 'BB+'.

As with prior SWIFT trusts, the securitization is backed by a pool
of loans made by General Motors Acceptance Corp. -- GMAC -- to
retail automotive dealers franchised by General Motors Corp. -- GM
-- to finance new and used vehicles inventories.

The class A, B, and C term notes are issued publicly, while the
class D notes and certificates are initially retained by the
seller.  The certificates are not rated.  SWIFT XI also issues two
floating-rate asset-backed revolving notes (both of which are not
rated by Fitch) that have equal priority with class A term notes.
The ratings on the notes are based on the high quality of the
underlying pool of receivables, the strength of GMAC as originator
and servicer, available credit enhancement, sound legal and cash
flow structures including early amortization triggers, and dealer
and asset overconcentration limits.

Credit enhancement in SWIFT XI increased 50 basis points across
the capital structure when compared to all previous SWIFT
transactions:

     -- 9.50% for the class A term notes;
     -- 6.50% for the class B term notes;
     -- 5.25% for the class C term notes;
     -- 4% for the class D term notes.

Structural changes from SWIFT X include:

     -- Issuance of a 'BB+' rated class D term note for the
        first time;

     -- 0.50% increase in enhancement across the capital
        structure;

     -- Three-month average monthly payment rate -- MPR -- early
        amortization trigger reduced to 20% from 22.5% in SWIFT
        X;

     -- Inclusion of a reserve fund step-up of 1.25% if three-
        month average MPR falls between 22.5% and 20%.  This
        feature is in addition to the 0.75% step-up, implemented
        in SWIFT X, if three-month average MPR falls between 25%
        and 22.5%;

     -- Cash accumulation reserve funds for each term note that
        is now amortizing, as opposed to SWIFT X, where they
        were nondeclining;

     -- Increase in revolving period to seven years, from five
        years in SWIFT X.

Since SWIFT X, receivables financing used-vehicle inventories in
excess of 20% of the trust are treated as ineligible, instead of
triggering an early amortization.  In addition, the principal
reallocation mechanism that allows subordinate principal
collections to cover interest shortfalls in the four classes of
term notes remains in place.

Noteholders and certificateholders receive interest payments
monthly on the 15th day, commencing April 15, 2005.  Following the
revolving period and a payment period of one to six months,
principal is expected to be paid in full on the February 2012
distribution date (the targeted final payment date for both the
term notes and the certificates) but no later than February 2014
(stated final distribution date).  Failure to pay each class of
the 2005-A term notes in full by the stated final distribution
date will result in an event of default.  The certificates are
subordinate to the four classes of term notes and the two
revolving notes, and receive principal only after the trust has
paid or provided for in full each series of term notes and the
revolving notes.

Contrary to early amortization events where collections are
accumulated into cash accumulation accounts, rapid amortization
events result in principal collections and amounts on deposit in
cash accumulation accounts being passed through to the
bondholders, sequentially, on a monthly basis.  Rapid amortization
events include the insolvency of GM, GMAC, the seller or the
servicer, the trust or the seller being required to register as an
investment company, or the balances in the cash accumulation
reserve funds declining below their specified floors.

Fitch ran a variety of cash flow stresses to simulate the
performance impact of multiple dealer bankruptcies, a bankruptcy
of GM and GMAC, a servicing transfer, and other events that could
negatively affect sales and SOT frequency.  One of the most severe
'AAA' runs reduced MPR more than 60% from current levels,
increased annualized defaults more than 14%, and dropped the
purchase rate to 0% throughout the payment period.  The class B
notes were able to sustain an MPR reduction of 50%, annualized
defaults in excess of 12%, and no new receivable purchases.  The
class C notes absorbed a 42.5% drop in MPR, annualized defaults of
10%, and a 0% purchase rate.  Finally, the class D notes survived
an MPR reduction of 35%, annualized defaults of 9%, and no new
receivable purchases.  Under each relevant scenario, full and
timely payment of principal and interest in accordance with the
terms of the transaction's documents were made on the notes.

The loss experience for GMAC's U.S. wholesale portfolio has been
very consistent.  In 2002, 2003, and the nine months ended Sept.
30, 2004, recoveries exceeded losses.


TELESYSTEM INT'L: Earns $4.9 Million of Net Income in 4th Quarter
-----------------------------------------------------------------
Telesystem International Wireless, Inc., (TSX:TIW)(NASDAQ:TIWI)
reported its results for the fourth quarter of 2004.

Service revenues for the quarter reached $344.7 million compared
to $259.4 million for the fourth quarter of 2003.  Consolidated
operating income before depreciation and amortization (OIBDA)(1)
increased 32.3% to $125.0 million compared to $94.5 million for
the fourth quarter of 2003.  Operating income for the quarter
reached $60.2 million compared to $41.1 million for the fourth
quarter of 2003.  The growth in OIBDA and operating income
reflects the rapid expansion of our subscriber base in Romania
over the last twelve months and significant subscriber growth and
margin expansion in the Czech Republic.  Net income for the
quarter was $4.9 million compared to a net loss of $0.7 million
for the fourth quarter 2003.  The net income for the quarter ended
December 31, 2004 takes into consideration our 27.1% share of a
loss of $25.7 million on early extinguishment of debt at Oskar
Mobil a.s.  Net income for the year was $55.2 million compared to
a net income of $11.9 million for the corresponding prior year
period.

"We are pleased with our fourth quarter and year end results",
said Bruno Ducharme, Chairman and Chief Executive Officer. "We are
also very satisfied with the completion of our recently announced
transaction to increase our equity interest in Oskar Holdings N.V.
to 100%," added Mr. Ducharme.  "In Romania, we continued to
register record subscriber growth with 76.8% greater net additions
in 2004 than for the 2003 year, resulting in strong service
revenues growth. In the Czech Republic we continue to grow our
postpaid subscriber base, improve our margin and increase our
share of total market service revenue" said Alexander Tolstoy,
President and Chief Operating Officer.

Telesystem International Wireless Inc. -- http://www.tiw.com/--is
a leading provider of wireless voice, data and short messaging
services in Central and Eastern Europe with over 6.1 million
subscribers.  TIW operates in Romania through MobiFon S.A. under
the brand name Connex and in the Czech Republic through Oskar
Mobil a.s. under the brand name Oskar.

                         *     *     *

As reported in the Troubled Company Reporter on June 11, 2004,
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit ratings on MobiFon Holdings B.V. and Telesystem
International Wireless, Inc., on CreditWatch with positive
implications.  TIW owns 99.8% of MobiFon Holdings, which in turn
owns 63.5% of MobiFon S.A., Romania's largest cellular operator.


TENGTU INT'L: Equity Deficit Widens to $5,805,648 at December 31
----------------------------------------------------------------
Tengtu International Corp. (OTCBB: TNTU) reported financial
results for the second quarter and first six months of fiscal 2005
ending December 31, 2004.

Revenue for the second quarter of fiscal 2005 was $2.1 million,
compared to $1.3 million for the second quarter of fiscal 2004.
Revenue for the first six months of fiscal 2005 was $2.3 million,
compared to $1.8 million for the second quarter of fiscal 2004.
Revenue for the quarter and six months increased due to new
contracts under the Western Rural Project and increased sales of
Education Resource for Microsoft(R) Office -- ERM.

During the quarter ended December 31, 2004, the company entered
into and implemented the following contracts, among others, as
part of the Western Rural Project:

   -- the installation of e-classroom systems, class preparation
      systems, and supplemental resource libraries in each of
      517 schools in Anhui Province;

   -- the installation of 160 units of satellite station
      management software, 70 units of education resource
      libraries, 70 units of teacher class preparation systems,
      230 units of ERM, and 14,680 teaching resource CD's in 720
      schools in Ningxia autonomous region;

   -- the installation of 3,030 ERM, 405 units of education
      resource libraries, and 70,900 teaching program CD's in
      3,564 schools in Gansu Province; and

   -- 670 each of satellite reception components, computers, DVD
      players, ERM and education resource libraries in 670 schools
      in Jiangxi Province.

These contracts added 5,471 schools to the company's growing
client school base in China, where approximately 60,000 schools
now use Tengtu products and resources.

Net loss for the second quarter of fiscal 2005 was $1.2 million,
primarily due to a non-recurring $615,000 legal judgment, as well
as other accrued legal expenses, and expenses related to the
restructuring.  This compares to a loss of $425,000, for the
second quarter of fiscal 2004.  Net loss for the first six months
of fiscal 2005 was $2.2 million, compared to a loss of
$1.1 million, or $0.02 per share, for the same period last year.

Dr. Penghui Liu, chief executive officer of Tengtu, stated, "With
the restructuring nearly complete, I am quite pleased with the
progress we have made, as well as the recent contracts we have
been awarded under the Western Rural Project.  During the quarter,
we restructured the sales force to aggressively pursue the urban
and rural school markets through direct sales and agent channels;
reorganized the finance and accounting departments; and
streamlined operations, reducing staff by more than 50 percent.
We look forward to leveraging our unique relationship with China's
Ministry of Education, accelerating sales of Education Resource
for Microsoft(R) Office, and expanding our portal presence in the
national market."

Established in 1996, Tengtu International Corp. is the leading
provider of integrated education software and distance learning
solutions in the People's Republic of China.  Its wholly owned
subsidiary has been chosen by China's Ministry of Education to be
the operating partner in the deployment of China's national
education portal and distance learning network to make
computerized education available to 250 million students in
China's primary and secondary schools.

As of Dec. 31, 2004, Tengtu International's stockholders' deficit
widened to $5,805,648 compared to a $2,473,436 deficit at
June 30, 2004.


TENNECO AUTOMOTIVE: New Senior Loan Pricing to Save $4 Million
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) has amended the Term Loan B and
Tranche B-1 Letter of Credit/Revolving Loan under its senior
credit facility to reduce the pricing on these portions of the
facility by three-quarters of a percentage point.

As previously announced, the company also made a voluntary
$40 million cash pre-payment on its $396 million Term Loan B
credit facility, which matures in December 2010.  This voluntary
pre-payment will reduce the amortization of the Term Loan B in
forward order, thus eliminating the $1 million quarterly payments
that would have been due beginning March 31, 2005, to Dec. 31,
2009, and reduce the $94 million payment to $74 million due
March 31, 2010.  The pre-payment will not affect the remaining
$94 million quarterly payments due on June 30, September 30 and
December 12, 2010.

The amended credit facility is expected to reduce interest expense
by $4 million annually and the cash pre-payment is expected to
reduce the company's annual interest expense by about $2 million,
beginning immediately.

"Amending our senior credit facility provides additional financial
flexibility and reflects the progress we have made in improving
our operations and performance," said Mark P. Frissora, chairman
and CEO, Tenneco Automotive.  "We believe our consistent and
proven strategies for growing our businesses, reducing costs and
improving operational flexibility and efficiency will continue to
drive our No. 1 goal of generating cash to pay down debt."

Tenneco Automotive is a $4.2 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 18,400
employees worldwide.  Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket.  Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R) Elastomer brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R) Elastomer noise,
vibration and harshness control components.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Moody's Investors Service assigned a B3 rating to Tenneco
Automotive, Inc.'s proposed $500 million 8.625% guaranteed senior
subordinated notes offering, which will fully refinance all of the
company's existing $500 million 11.625% senior subordinated notes
issue.  The refinancing transaction will result in $15 million of
annual cash interest savings, and will extend the maturity of the
company's subordinated obligations by five years.  Moody's
additionally affirmed all of Tenneco's existing ratings and
improved the company's rating outlook to positive, from stable.

More specifically, Moody's assigned these new rating for Tenneco:

   -- B3 rating for Tenneco's proposed 8.625% guaranteed senior
      subordinated unsecured notes due November 2014, to be issued
      under Rule 144A with registration rights

Moody's affirmed these ratings for Tenneco:

   -- B1 rating for Tenneco's $800 million aggregate of guaranteed
      first-lien senior secured credit facilities, consisting of:

      * $220 million revolving credit facility due December 2008;

      * $180 million term loan B letter of credit/revolving loan
        facility due December 2010 (cash-collateralized by the
        lenders);

* $400 million term loan B facility due December 2010;

   -- B2 rating for Tenneco's $475 million of 10.25% guaranteed
      senior secured second-lien notes due 2013;

   -- B1 senior implied rating;

   -- B2 senior unsecured issuer rating;

   -- B3 rating for Tenneco's $500 million of 11.625% guaranteed
      senior subordinated unsecured notes due October 2009, which
      rating will be withdrawn once these notes are called for
      redemption.


UAL CORP: Miami Asks Court to Lift Stay to Recover Insurance Funds
------------------------------------------------------------------
Pursuant to a Lease Agreement, UAL Corporation and its debtor-
affiliates agreed to indemnify Miami-Dade County, a political
subdivision of the State of Florida, against liability for
personal injuries arising from use of the leased premises at Miami
International Airport.  The Lease Agreement required the Debtors
to secure liability insurance for the premises.

Antonio Castro, an employee of the Debtors, and his wife,
Margarita Castro, commenced a lawsuit against Miami-Dade County
in the Circuit Court for the Eleventh Judicial Circuit in and for
Miami-Dade County, Florida.  Mr. Castro sought damages for
personal injuries arising out of his use of the premises leased
to Miami-Dade County.  On July 29, 2002, Mr. Castro was standing
outside Terminal F15 at MIA when he tripped and fell in a hole.
The Debtors had removed a concrete pole from the leased premises
without filling in the resulting hole or warning employees of the
hole's existence.  Trial is set for May 2005.

Daniel K. Ryan, Esq., at Hinshaw & Culbertson, in Chicago,
Illinois, tells Judge Wedoff that the Debtors are responsible for
Mr. Castro's injuries.  As a result, Miami-Dade County should be
allowed to sue the Debtors as a nominal party to pursue relief
from the insurers.  To affect this pursuit, the Court should lift
the automatic stay on Miami-Dade County's indemnity claims
against the Debtors to the extent of applicable insurance
coverage.  The suit will require minimal participation from the
Debtors, perhaps testimony of three witnesses at most.  The quota
share insurers involved in this matter are:

   -- United States Aviation Insurance Group,
   -- Global Aviation Insurance Managers,
   -- LaConcorde Compagnie d'Assurances,
   -- Assurance France Aviation,
   -- AIG Aviation,
   -- AXA Corporate Solutions,
   -- New York Marine & General Insurance Company,
   -- Four Star Insurance Company, Ltd.,
   -- Underwriters at Lloyd's, and
   -- XL Specialty Insurance Company through Brockbank.

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


ULTIMATE ELECTRONICS: Equity Holders Tap Chanin as Fin'l Advisor
----------------------------------------------------------------
An ad hoc committee of non-insider equity shareholders of Ultimate
Electronics, Inc., which recently requested that the United States
Trustee appoint an official committee of non-insider equity
holders, has retained Chanin Capital Partners LLC as its Financial
Advisor.  The Committee currently consists of Atticus Capital,
L.L.C., Contrarian Capital Management, L.L.C., Aegis Financial
Corporation, and individual investor Greg Meyer.  In addition,
several other shareholders have expressed interest in joining the
Committee and have submitted letters to the Trustee supporting the
formation of an Official Committee, because their interests are
unlikely to be protected by the Company or the Official Committee
of Unsecured Creditors.

Equity holders believe that a significant amount of equity value
exists in the estate.  Key valuation issues include:

   * the purchase of $4.4 million of Company stock by new Chairman
     and CRO, Mr. Mark Wattles, one day before the bankruptcy
     filing;

   * the Company's current market capitalization of $28.4 million;
     and

   * the Company's potential for significant operating
     improvements.

Chanin will provide a valuation to the United States Trustee
detailing why it believes there is equity value in the estate.
Randall Lambert, Senior Managing Director of Chanin stated:
"Chanin is excited about the opportunity to represent the
Committee.  Our preliminary analysis indicates that there is
significant value for the prepetition equity holders.  We look
forward to working with the Company in an effort to maximize the
value of the estate."

Chanin Capital Partners is a nationally recognized specialty
investment banking firm that provides financial advisory services,
including recapitalizations and restructurings; mergers and
acquisitions; fairness, valuation and solvency opinions; and,
corporate finance and capital raising.  With 40 professionals,
Chanin is one of the largest, independent, specialty investment
banks providing financial advisory services for distressed
transactions.  Since its founding in 1984, Chanin's professionals
have completed more than $146 billion in financial restructuring
transactions, consummated more than $29 billion in mergers and
acquisitions mandates, and delivered hundreds of fairness and
solvency opinions and valuation reports.

The Ad Hoc Committee had previously retained Dechert LLP and The
Bayard Firm as their legal counsel.

Any questions related to the activities of the Committee can be
directed to:

               Randall Lambert
               Chanin Capital Partners
               (212) 758-2629

                   -- or --

               Glenn Siegel
               Dechert
               (212) 698-3500

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/--is a specialty retailer of
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


US AIRWAYS: Wants to Implement E.D.N.Y. Court Judgment
------------------------------------------------------
On July 30, 1999, Gary H. Ramey and several other US Airways
mechanics filed a complaint in the United States District Court
for the Eastern District of New York against the IAM district
lodge, captioned Ramey, et al. v. District 141, International
Association of Machinists and Aerospace Workers, et al.  US
Airways was named as defendant in the Ramey Case, but was
dismissed in 2000.

The plaintiffs alleged that the defendants breached their duty of
fair representation through an improper seniority classification
date for certain mechanics.  The District Court ruled in favor of
the plaintiffs, which required the IAM to negotiate with the
Debtors on two points.  The parties had to revise classification
seniority dates to reflect the dates the plaintiffs first entered
the mechanic classification at Eastern Airlines.  Then the Debtors
had to rehire certain plaintiffs, who were furloughed after the
commencement of the litigation, to their regular employment
positions.

In November 2004, the plaintiffs attempted to join the Debtors as
a third-party defendant in the Ramey Case to implement this
relief, but the Debtors opposed joinder due to the automatic stay.
Nonetheless, the IAM and the Debtors discussed implementation of
the District Court judgment.  The parties entered into a
Settlement Agreement and the plaintiffs withdrew their request to
join the Debtors as a defendant.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Settlement Agreement provides for the adjusted
classification seniority dates for the plaintiffs under the IAM
Mechanics and Related Collective Bargaining Agreement.  The
Settlement Agreement allows up to 16 furloughed plaintiffs to use
adjusted seniority to bid vacancies at the stations from which
they were furloughed.  If these plaintiffs are not recalled by
May 1, 2005, they may bump other mechanics from their stations.

The IAM will indemnify and hold harmless the Debtors from any
claims, liabilities and costs incurred due to the Settlement
Agreement and the District Court judgment, including back wages,
benefits or other damages.  The IAM will deposit sufficient funds
into an escrow account to cover anticipated costs, expenses and
liabilities related to the indemnification.

Mr. Leitch asserts that the Settlement Agreement is fair,
reasonable and in the best interests of the Debtors, their estates
and creditors.  The Settlement Agreement allows the Debtors to
implement the District Court judgment in the Ramey Case without
cost or expense to the bankruptcy estates.  The Settlement
Agreement avoids the cost, delay, and uncertainty of further
litigation, including whether the Debtors could be joined as a
third party.  It allows for implementation of the adjusted
seniority dates classifications, without any damages or expense to
the bankruptcy estates, due to the indemnification and hold
harmless provisions.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 82; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Board Ratifies 2004 Bonus Award to Executive Officers
---------------------------------------------------------------
On February 9, 2005, the USG Corporation Board of Directors
ratified prior year bonus awards and approved current salary
levels for five Executives, as well as for other executive
officers:

      Named Executive        2005 Salary Level   2004 Bonus Award
      ---------------        -----------------   ----------------

      William C. Foote,
      Chairman, President
      and Chief Executive
      Officer                     $995,000           $884,272

      Richard H. Fleming,
      Executive Vice
      President and Chief
      Financial Officer           $485,000           $231,914

      Edward M. Bosowski,
      Executive Vice
      President, Marketing
      and Corporate Strategy;
      President, USG
      International               $410,000           $193,686

      James S. Metcalf,
      Executive Vice
      President; President,
      Building Systems            $455,000           $206,429

      Stanley L. Ferguson,
      Executive Vice
      President and
      General Counsel             $385,000           $180,944

The Board also approved strategic focus targets -- which represent
50% of the target earned for each participant -- under the 2005
Management Incentive Program applicable to the Named Executives:

    -- wallboard cost 10%,
    -- Auratone gross margin 10%,
    -- L&W Supply Corporation sales 10%,
    -- total overhead 10%, and
    -- working capital 10%.

The Compensation and Organization Committee of the Board of
Directors contemporaneously amended the Corporation's 2005 Annual
Management Incentive Program to reflect increases of position
reference points of 2.5% under the section titled "Award Values"
and modifying Item six under "General Provisions" to preclude
application of deferred compensation regulations adopted by the
Internal Revenue Service.

A full-text copy of the Annual Management Incentive Program, as
amended, is available for free at:


http://sec.gov/Archives/edgar/data/757011/000095013705001809/c92252exv10w1.htm

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARTEC TELECOM: Will Sell Addison I & II for $12.5 Million to SPI
-----------------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for authority to sell two pieces of property located in
Addison, Texas, pursuant to Section 363 of the Bankruptcy Code:

    -- Addison I -- a 136,000 square foot, one and two-story
       office building complex with 1,023 parking spaces, located
       at 16675 Addison Road, and

    -- Addison II -- a 180,400 square foot office and warehouse
       building with 599 parking spaces, located at 4550 Excel
       Parkway.

Alvarez & Marsal Real Estate Advisory Services, L.L.C., the
Debtors' real estate brokers, received the highest bid from SPI IH
II, L.P., for $12.5 million.  SPI agreed to lease back certain
spaces in both Addison I and Addison II, which will save the
Debtors from incurring significant expenses related to immediately
vacating the Addison locations.

The Debtors submit that the sale agreement was negotiated in good
faith and will not prejudice any creditor.

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


VERTIS INC: S&P Lowers Corporate Credit Rating to B from B+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Vertis
Inc., including its corporate credit rating, to 'B' from 'B+' and
placed these ratings on CreditWatch with negative implications.

The Baltimore, Maryland-based advertising and marketing services
company had about $1.3 billion of debt outstanding at the end of
December 2004 -- including about $150 million 13.5% senior
subordinated notes maturing 2009 at Vertis Holdings and $130
million accounts receivable facility due November 2005).

The rating actions follow the disappointing fourth quarter
earnings in which EBITDA declined by 18% compared to the prior-
year period.  Weaker-than-expected performance was driven
primarily by unstable demand for direct mail and continued
competitive pricing in the advertising insert industry, which more
than offset an higher advertising insert volumes and
management's efforts to lower its cost structure.

This has resulted in debt leverage higher than Standard & Poor's
previous expectations.  Standard & Poor's previously stated that
the ratings could be lowered if credit measures did not improve.
Vertis typically generates more than 30% of its cash flows in
the fourth quarter.

In resolving its CreditWatch listing, Standard & Poor's will meet
with management to discuss its near-term operating and financial
strategies.  "The review will focus on unstable operating trends
within Vertis' business segments, as well as an assessment of the
company's liquidity position and its leverage expectations over
the intermediate term.  We expect that if it is determined that a
further downgrade is appropriate, it will be limited to one
notch," said Standard & Poor's credit analyst Sherry Cai.


WESTERN OIL: Names R. Oliphant to Board as Two Directors Resign
---------------------------------------------------------------
Western Oil Sands, Inc., reported the appointment of a Mr. Randall
Oliphant to the Company's Board of Directors.  In addition, Mr.
Brian MacNeill and Mr. Walter Grist are retiring from the
Board.

Randall Oliphant is the Chairman and CEO of Rockcliff Group
Limited, a private corporation actively involved with mining
companies.  Until 2003, he was the President and CEO of Barrick
Gold Corporation, serving in senior financial positions prior to
being appointed CEO.  He is on the Advisory Board of Metalmark
Capital LLC (formerly Morgan Stanley Capital Partners) and has
served on the Board of the Adolph Coors Company.  He also serves
on the Boards of a number of private companies and not-for-profit
organizations.  Mr. Oliphant holds a B. Communications from the
University of Toronto and is a Chartered Accountant.

Mr. Geoffrey Cumming, chairman of Western Oil Sands' Board of
Directors noted, "We are very pleased to have such an experienced
international executive join Western's Board.  Mr. Oliphant will
bring a wide and diverse knowledge base to Western as the Company
undertakes to aggressively expand production from its existing oil
sands assets." Mr. Cumming also stated, "We are sorry to see Brian
MacNeill and Walter Grist retire.  They have been directors since
the inception of Western and have contributed strongly and
consistently to Western's excellent performance over the past six
years."

Western Oil Sands is a Canadian oil sands corporation, which holds
a 20% undivided interest in the Athabasca Oil Sands Project --
AOSP.  Western's partners in the project are Shell Canada Limited
(a 60 per cent partner) and Chevron Canada Limited (with 20 per
cent).  Western has previously indicated that it intends to
participate in growth plans for the Athabasca Oil Sands Project
that would increase bitumen production to in excess of 100,000
bbl/day net to Western.  The Common Shares of Western are listed
on The Toronto Stock Exchange under the symbol "WTO".

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 10, 2002,
Standard & Poor's Ratings Services affirmed Calgary, Alta.- based
Western Oil Sands Inc.'s 'BB+' corporate credit rating.


WHITING PETROLEUM: Posts $32.6M of Net Income in Fourth Quarter
---------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) reported net income of
$32.6 million, on total revenues of $113.4 million for the three
months ended December 31, 2004.  This compares to a fourth quarter
2003 net loss of $0.3 million on total revenues of $42.5 million.
Discretionary cash flow for the fourth quarter of 2004 was
$71.9 million, up 304% compared to $17.8 million during the same
period in 2003.

For the year ended December 31, 2004, Whiting reported net income
of $70.0 million, or $3.38 per share, on total revenues of
$282.1 million.  For 2003, Whiting reported net income of
$18.3 million, or $0.98 per share, on total revenues of
$167.4 million.  Discretionary cash flow for 2004 was
$169.1 million, an increase of 97% compared to $86.0 million for
2003.  A reconciliation of discretionary cash flow to net cash
provided by operating activities is included in this news release.

                    Revenues and Production

Oil and gas sales for the fourth quarter 2004 totaled
$114.6 million, an increase of $72.6 million or 172% over the same
period last year.  For 2004, total revenue increased 69% over
2003.  The increase in total revenue was due to increased
production and higher realized crude oil and natural gas prices.

Production in the fourth quarter was 184.8 million cubic feet
equivalent per day -- MMcfe, of which 47% was natural gas.  This
represents a 79% increase over the same period of 2003, in which
Whiting produced 103.2 MMcfe per day, of which 58% was natural
gas.  For the twelve months ended December 31, 2004, Whiting
produced on average 128.5 MMcfe per day, an increase of 26% as
compared to the 101.8 MMcfe per day produced during the same
period in 2003.  The production increase resulted from property
acquisitions, successful drilling and workovers.

Whiting incurred a hedging loss of $4.9 million during 2004
compared to the $8.7 million loss recorded during 2003

Lease operating expense -- LOE -- on a unit of production basis
for the fourth quarter of 2004 and 2003 averaged $1.15 per
thousand cubic feet equivalent -- Mcfe -- and $1.17 per Mcfe,
respectively.  Production taxes in the fourth quarter of 2004
averaged $0.39 per Mcfe, $0.12 per Mcfe greater than the fourth
quarter of 2003, due to higher commodity prices.  The sum of LOE,
production taxes, general and administrative and interest expense
totaled $2.31 per Mcfe in the fourth quarter of 2004, $0.30 per
Mcfe higher than the prior year's comparable period.  Increased
cost was primarily attributable to higher production taxes and
interest expense.  The increase in production taxes was a function
of higher commodity prices.  The increase in interest expense was
a result of bank borrowings to fund our cash acquisitions.  Fourth
quarter oil and gas sales price, including hedging, averaged
$6.67 per Mcfe.  Oil and gas sales, including hedging, less LOE,
production taxes, general and administrative and interest expense
totaled $4.37 per Mcfe in the most recently completed quarter and
was $1.91 per Mcfe higher than the comparable period of 2003 due
to higher commodity prices.

Noteworthy events and results for the three months and year ended
December 31, 2004 included:

     *  Whiting in 2004 completed six property acquisitions and
        the merger with Equity Oil Company.  Through the cash
        acquisitions and the Equity Oil merger the Company
        acquired $535.1 million of properties adding 436.1 billion
        cubic feet equivalent -- Bcfe -- of proved reserves at a
        cost of $1.23 per Mcfe;

     *  The acquisitions and merger added ownership in key Permian
        Basin fields such as the Parkway Field in Eddy County, New
        Mexico, Would Have and Signal Peak Fields in Howard
        County, Texas, Keystone Field in Winkler County, Texas and
        the DEB Field in Gaines County, Texas.  Whiting also added
        key producing fields in Wyoming, Louisiana, and Colorado;

     *  Proved reserves nearly doubled since year end 2003 hitting
        865.4 Bcfe at year end 2004;

     *  In November 2004, Whiting completed a public offering of
        8.625 million shares of common stock at $29.02 per share.
        Whiting used the net proceeds from the offering to repay
        bank debt incurred to fund the cash acquisitions closed in
        2004;

     *  With the net proceeds from the stock offering and cash
        flow from operations after capital expenditures, Whiting
        in the fourth quarter repaid $260 million of bank debt
        ($240 million of net proceeds from the stock offering and
        $20 million from available cash flow from operations after
        capital expenditures).  As of December 31, 2004, Whiting
        had a debt-to-total capitalization ratio of 35%; and

     *  Daily production exiting December 2004 was 188.0 MMcfe per
        day, a new company record.

"Whiting realized record-breaking performance in 2004, delivering
outstanding results from all aspects of our acquire, exploit and
explore strategy," said James J. Volker, Chairman, President and
Chief Executive Officer. "We acquired high quality properties in
2004 primarily concentrated in the Rockies and Permian Basin.
These long lived properties have moderate operating expenses and
strong development potential.  We believe they position Whiting
for multiple years of continued growth.  We also drilled or
participated in a Company record 169 gross wells in 2004 with an
outstanding 95% success rate.  In 2004, Whiting generated record
earnings, cash flow and production.  Whiting exited the year with
a debt-to-total capitalization ratio of 35% positioning Whiting to
pursue additional accretive acquisitions.  Whiting delivered
record results in 2004 and we are optimistic about our prospects
for 2005."

                        Outlook for 2005

The following statements provide a summary of certain estimates
for the first quarter and full year of 2005 based on current
expectations.  These estimates do not include any potential
acquisitions the Company may close in 2005.  Specifically, the
estimates do not include the previously announced pending
acquisition of Green River Basin properties for $65 million.
Whiting's current 2005 non-acquisition capital budget is in the
range of $130 to $150 million.  Whiting expects cash flow from
operations during 2005 to exceed its estimated capital spending.
Cash flow in excess of the estimated capital spending program will
be utilized to reduce debt, acquire properties or fund additional
drilling activity.

Based upon the anticipated range of capital spending, Whiting's
full-year 2005 production is expected to total approximately 69 to
71 Bcfe (50% oil).  First quarter 2005 production is projected to
be approximately of 16.7 Bcfe.

Whiting Petroleum Corporation -- http://www.whiting.com/-- is a
growing energy company based in Denver, Colorado.  Whiting
Petroleum Corporation is a holding company for Whiting Oil and Gas
Corporation.  Whiting Oil and Gas Corporation is engaged in oil
and natural gas acquisition, exploitation, exploration and
production activities primarily in the Rocky Mountains, Permian
Basin, Gulf Coast, Michigan, Mid-Continent and California regions
of the United States.  The Company trades publicly under the
symbol WLL on the New York Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service confirmed Whiting Petroleum's B2 senior
subordinated note and Ba3 senior implied ratings with a stable
rating outlook.  Whiting has completed a year of major
transforming acquisitions, totaling $516 million, and funded that
activity with sufficient internal and common equity capital to
adequately share with debt and equity the acquisition risk and
prepare the balance sheet for further acquisitions.

Moody's also assigned a first time Speculative Grade Liquidity
rating of SGL-2, indicating good combined cash flow, back-up
liquidity, and covenant coverage relative to currently budgeted
outlays and a planned reasonable level of acquisition activity
over the next four quarters.


WOLVERINE TUBE: Incurs $1.5 Million Net Loss in 2004 4th Quarter
----------------------------------------------------------------
Wolverine Tube, Inc., (NYSE:WLV) reported results for the full
year and fourth quarter of 2004.  Income from continuing
operations for the year ended December 31, 2004 was $644,000
compared to a loss from continuing operations of $39.0 million for
2003.

Included in these results were after-tax restructuring charges of
$1.7 million in 2004, related to, costs for the ramp-down of our
Booneville facility announced in the fourth quarter of 2003, the
write-down of the recently sold Roxboro facility and severance and
other employee costs related to the consolidation of technical
tube manufacturing.  Also, included is $2.0 million in after-tax
charges for premiums paid and write-offs of unamortized finance
fees and bond discounts recorded in conjunction with our senior
note repurchases in 2004.  In 2003, we had after-tax restructuring
charges of $10.0 million and a goodwill impairment charge of
$22.2 million.  Excluding these restructuring and other charges,
income from continuing operations would have been $4.3 million or
$0.31 per diluted share in 2004 compared to a loss from continuing
operations of $6.9 million in 2003.

Gross profit for 2004 was $63.7 million, a 56.1 percent increase,
compared to $40.8 million in 2003.  Total pounds shipped in 2004
were 339.4 million pounds compared to 327.4 million pounds in
2003.  Net sales were $797.9 million, a 34 percent increase from
$596.3 million in 2003.

For the fourth quarter of 2004, which historically has been our
weakest, the loss from continuing operations was $1.5 million as
compared to a loss from continuing operations of $8.0 million in
the same period of 2003.  Included in the 2004 results were
$534 thousand in after-tax restructuring charges, pursuant to the
sale of the Roxboro facility and severance and other employee
costs related to the technical tube manufacturing consolidation in
2004 and $5.7 million in 2003, pertaining to the ramp-down of the
Boonville facility.  Excluding the restructuring charges in both
periods, the loss from continuing operations would have been
$1.0 million or $0.07 per share in the fourth quarter of 2004 and
$2.3 million or $0.19 per share in 2003.

Gross profit for the fourth quarter of 2004 increased 66.2 percent
to $12.3 million from $7.4 million in 2003.  Total pounds shipped
in the fourth quarter of 2004 were 70.2 million pounds, a 12.3
percent decrease compared to 80.1 million pounds in 2003.  Net
sales for the fourth quarter of 2004 were $177.9 million, as
compared to $155.8 million.

Commenting on the results, Dennis Horowitz, Chairman and Chief
Executive Officer said, "While we are pleased with the year over
year improvement, both operationally and financially, the fourth
quarter was affected by a number of industry trends and company
specific actions.  Manufacturers of residential and light
commercial air conditioners, balancing their inventories in
anticipation of 13 SEER requirements, unexpectedly reduced demand
for both industrial tube and fabricated products in the fourth
quarter.

"Wholesale demand was also slow in the quarter due to erratic and
rising copper prices, which results in distributors' and
wholesalers' reluctance to accumulate inventory." "On the positive
side," continued Mr. Horowitz, "We saw a strong year-over-year
improvement in technical tube demand, with increasing commercial
construction in North America offsetting a slow down in Asia.  We
were also encouraged by the ramp-up and customer acceptance of our
previously announced Monterrey, Mexico facility and the
consummation of a multi-year agreement, to represent in North
America, what we believe to be the largest, most advanced
manufacturer of industrial tube products in China."

               Fourth Quarter Results by Segment

Commercial products gross profit improved to $10.6 million in 2004
from the prior year's fourth quarter of $7.2 million while
shipments decreased 11.2 percent to 44.2 million pounds.  Net
sales increased 12.1 percent to $123.7 million.  These results
reflect slowing demand in industrial tube and fabricated products
offset by increased demand in technical tube, higher copper prices
and improved selling prices.  Furthermore, we realized
manufacturing efficiencies in many of our operations and reduced
losses in our metal hedging and valuation.  In the fourth quarter
of 2004 we implemented a hedge strategy, which should help
mitigate the impact of timing differences related to our hedge and
metal accounting on our base inventory in all three of our
business segments.

Gross profit for wholesale products was $479 thousand in 2004 as
compared to a loss of $771 thousand in the fourth quarter of 2003.
Shipments totaled 19.8 million pounds as compared to last year's
24.1 million pounds.  Net sales increased to $38.3 million, a 12.0
percent increase from the prior year's $34.2 million.  Volume
losses were more than offset by improved selling prices, the
higher price of copper, lower manufacturing costs and reduced
losses on the company's metal valuation.

Gross profit for rod, bar and other products was $1.2 million in
2004, a 34.5 percent increase compared to $880 thousand in the
same period of 2003.  Pounds shipped totaled 6.3 million in 2004,
as compared to 6.2 million in 2003.  Net sales increased 42.7
percent to $16.0 million in 2004 from $11.2 million.  These
results reflect gains and market penetration in our European
distribution business and improvement in demand and selling prices
in the rod and bar business in North America, coupled with higher
copper prices.

                           Liquidity

Commenting on liquidity, Mr. Horowitz stated, "I would like to
convey our positive view regarding our cash and liquidity
situation.  Total outstanding debt, at year-end 2004, decreased
seven percent to $238.2 million and earnings before interest,
taxes, depreciation and amortization increased to $37.0 million
compared to $10.8 million in 2003.  Certainly the dramatic rise in
copper prices over the past eighteen months has had a significant
impact on our working capital.  The rise in copper prices has
increased our working capital requirements over $29 million
year-over-year, principally to fund inventory and accounts
receivable. Our cash position, with our available lines of credit
allowed us to support this increase in working capital.
Furthermore, we are currently taking actions to increase our
liquidity in the near term, including repatriating over
$10 million in cash from our China operations under the American
Jobs Creation Act of 2004, increasing borrowing availability under
our secured revolving credit facility by $2.5 million, and
discussing other financing arrangements that should generate
significant additional liquidity.

                            Outlook

Commenting on the outlook for the Company, Mr. Horowitz said, "We
are optimistic that 2005 in total, will be stronger than 2004.
Our confidence about the upcoming year reflects continued growth
in technical tube and fabricated products fueled by the overall
growth in North American commercial construction and increased
outsourcing by OEMs."  Mr. Horowitz continued, "Our new cost-
effective Mexico facility will support this growth.  In addition,
federally mandated 13 SEER regulations portend increased demand
for our industrial tube and fabricated products businesses during
the second half of 2005 as our customers and industry 'gear-up'
for the January 2006 effective date.  Our agreement with a large
Chinese copper tube manufacturer provides us with the ability to
take advantage of the anticipated increase in demand in industrial
tube, without making incremental capital investments.  However,"
Mr. Horowitz continued, "2005 will not be without its challenges.
We expect to overcome increases in energy, pension and healthcare
costs as well as a slow start to the year in our wholesale
products business.  We anticipate, based on historical trends that
our wholesale business should rebound as customer inventory levels
drop and copper prices stabilize.  Finally, as our customers
prepare for the upcoming 13 SEER mandate, the seasonality of our
business should change.  While we still expect the second quarter
to continue to be our strongest, we now anticipate the third and
even the fourth quarters will be relatively strong as well.
However, while we expect the first quarter of 2005 will not be as
strong as the first quarter of 2004, as customers prepare for a
change in product requirements, full year demand for industrial
tube used by these customers will exceed that of 2004."

Wolverine Tube, Inc., is a world-class quality partner, providing
its customers with copper and copper alloy tube, fabricated
products, metal joining products as well as copper and copper
alloy rod, bar and other products.  Wolverine's Web sites are at
http://www.wlv.com/and http://www.silvaloy.com/

Moody's Investor Services gave its B3 rating to Wolverine's
$120 million of Wolverine Tube's 10-1/2% Guaranteed Senior Notes
due 2009 and $150 million of 7-3/8% Guaranteed Senior Notes due
2008 in November 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Standard & Poor's Ratings Services lowered its ratings on
Huntsville, Alaska-based Wolverine Tube Inc., by one notch to 'B'
and placed them on CreditWatch with negative implications.

"These rating actions reflect our expectations for very limited
liquidity during the first half of 2005." said Standard & Poor's
credit analyst Lisa Wright.

The actions follow Wolverine's announcement that its borrowing
capacity had been reduced to $13 million -- subject to a
$2 million excess availability requirement -- under its
$37.5 million borrowing-based revolving credit facility maturing
in 2007, with additional borrowings possible.


W.R. GRACE: Wants to Expand Scope of Woodcock's Legal Services
--------------------------------------------------------------
Woodcock Washburn, LLP, was previously authorized by the U.S.
Bankruptcy Court for the District of Delaware to intervene and
represent W.R. Grace & Co. and its debtor-affiliates in the
Intercat Patent Infringement Suit.  Prior to being employed as
special litigation counsel, Woodcock served as an ordinary course
professional preparing intellectual law opinions for the Debtors.
In that capacity, Woodcock served the Debtors through 2001 and
2002.  The previous Woodcock Application, however, only requested
authority to employ the firm as special litigation counsel and
failed to request authority for Woodcock to continue to provide
the same types of services that it had previously provided to the
Debtors as an ordinary course professional.

From time to time in connection with their continuing business
operations, the Debtors find it necessary to employ Woodcock and
other outside legal counsel to render opinions on matters
involving intellectual property law.  The subject matter of those
opinions may relate to whether:

     (i) the Debtors' products or processes, or particular uses
         of those products or processes, may infringe patents
         issued to third parties; and

    (ii) patents alleged by third parties to be infringed by the
         Debtors' products, processes, or by the use of these
         products or processes, are valid under applicable patent
         laws.

In addition, the Debtors' in-house patent counsel also find it
necessary from time to time to consult with Woodcock on a wide
range of issues relating to intellectual property law, including
advice in connection with:

     (i) the preparation and filing of patent applications;

    (ii) the preparation of agreements and other legal
         instruments relating to intellectual property;

   (iii) allegations by third parties that the Debtors may have
         infringed on patents or other intellectual property; and

    (iv) administrative proceedings in the United States Patent
         and Trademark Office.

Since Woodcock's employment, the Debtors have, from time to time,
requested the firm to provide Intellectual Property Services.
These IP Services were requested and provided on the assumption
that Woodcock's Employment Order authorized those services.
However, after further review, the Debtors have recently
determined that these services were not so authorized and,
therefore, the Debtors have not made payment on account of the
Past Services Amount.

The Debtors seek the Court's authority to expand Woodcock's
employment to include the IP Services and pay the Past Services
Amount to the firm.

The Debtors tell the Court that Woodcock has developed extensive
knowledge of certain of their products, processes, and
technologies, allowing the firm to prepare opinions relating to
those matters more efficiently than an outside counsel unfamiliar
with them.  The technical subject matter involved in many legal
opinions may often by very complex and require expert knowledge of
very sophisticated technical disciplines.  The expense of these
opinions can be significantly reduced by an outside counsel's
familiarity with the products, processes, or technologies of the
Debtors that are the subject of the opinions.  In addition, the
application of the evolving law of one or more jurisdictions to
those technical subject matters is often no less demanding than
are the technical aspects of the opinion.  Thus, it is critical
that the Debtors be able to rely on the professional and technical
skills of Woodcock's opinions.

Moreover, in some circumstances, the opinion of an independent,
outside legal counsel may be critical to the Debtors in
circumstances where there is a potential for litigation over
whether they might infringe on one or more third party patents.
This may be particularly true in connection with potential
allegations that the patent owners in that litigation are entitled
to two to three times the value of their alleged damages because
the Debtors are alleged to have knowingly engaged in the
infringement.

Woodcock will be paid $35,000 for its IP Services that were
provided in the past on the assumption that the Court had
authorized the provision of these services in the Employment
Order.  Payment of the Past Services Amount will facilitate the
continued provision of important Woodcock IP Services in the
future.

Woodcock attorneys and paralegals primarily expected to work on
the IP matters and their hourly rates are:

     Attorneys                             Rate
     ---------                             ----
     Gary H. Levin                         $490
     Kathleen A. Milsark                   $410
     David R. Bailey                       $405
     Lynn A. Malinoski                     $385
     Chad E. Ziegler                       $315
     Frank T. Carroll                      $295
     Amy Carr-Trexler                      $240
     Karen M. Whitney                      $235

     Paralegals
     ----------
     Larry A. Labella                      $135
     Suzanne Wallace                        $90

The Woodcock professionals will also be reimbursed for necessary
out-of-pocket expenses incurred.

Mr. Levin assures the Court that Woodcock is a "disinterested"
party as that term is defined under Section 101 (14) of the
Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


YUKOS OIL: Asks Bankruptcy Court to Reconsider Dismissal Order
--------------------------------------------------------------
YUKOS Oil Company filed a motion with the U.S. Bankruptcy Court,
Southern District, Houston Division asking Judge Leticia Clark to
reconsider her analysis of Section 1112(b) of the U.S. Bankruptcy
Code and grant a new trial.  That Code section is governed by a
standard of what is best for the estate and there is substantial
evidence that dismissal of the YUKOS bankruptcy case is not in the
best interest of the estate.  In addition, the Company filed an
expedited motion for stay while it pursues its post-judgment
remedies.

After thoroughly reviewing the opinion of the Judge granting
Deutsche Bank's motion to dismiss, YUKOS believes that the Court
erred in applying Section 1112(b).  There is no evidence that
dismissal will be good for the estate.  Rather, there is very
substantial evidence that the dismissal of the Bankruptcy Case
will be detrimental to the estate.

"YUKOS, our shareholders, creditors and our employees are clearly
better off if we are able to continue with our bankruptcy case in
the U.S. Court and we are allowed to pursue damages against those
parties that conspired with the Russian Government to expropriate
Yuganskneftegas in violation of the automatic stay," said Steve
Theede, Chief Executive Officer of YUKOS Oil Company.

The Court expressed concern about the Russian Government likely
ignoring the Company's proposed reorganization plan as well as the
Court's orders concerning YUKOS' property in Russia.  These are
legitimate concerns and the only way of knowing for certain will
be to put them to the test and see if the Russian Government is
indeed interested in creating a democracy where the rule of law
and an independent judiciary are supported or ignored.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on
Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742). Zack A.
Clement, Esq., C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A.
Barrett, Esq., Johnathan C. Bolton, Esq., R. Andrew Black, Esq.,
Fulbright & Jaworski, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $12,276,000,000 in total assets and
$30,790,000,000 in total debts.


* Alvarez & Marsal's Welcomes Philip Kruse as Managing Director
---------------------------------------------------------------
Alvarez & Marsal -- A&M, a global professional services firm,
announced that Philip Kruse has joined the firm's Dispute Analysis
and Forensics group -- DA&F -- as a Managing Director in the New
York office.

With over 22 years of experience providing accounting, auditing
and consulting services in various industries including high
technology, media and publishing, leasing, manufacturing, retail,
real estate and financial services, Mr. Kruse has led numerous
corporate investigations on behalf of audit committees, special
committees, management and regulators involving the investigation
of potential accounting irregularities, misappropriation of
assets, accountant malpractice and Federal Corrupt Practices Act
violations.  He has also advised numerous clients on post-closing
purchase price and earn-out disputes including service as a
neutral arbitrator, investigation of potential objections to
closing balance sheets, preparation of arbitration submissions,
settlement negotiations and serving as an expert witness in
arbitration and court proceedings.

"Phil brings an outstanding background to Alvarez & Marsal," said
Bill Abington, an A&M Managing Director and leader of the firm's
Dispute Analysis and Forensics services group.  "His substantial
experience analyzing complex financial and operational information
will be invaluable in enhancing our breadth of offerings and
serving the needs of a broad array of clients."

Prior to joining A&M, Mr. Kruse was a Partner in the forensic and
dispute services practice of a Big Four accounting firm where he
served as the firm's leader of the corporate investigations
practice.  He holds a bachelor's degree in Accounting and Business
Administration from the University of Kansas.  He is a Certified
Public Accountant licensed in the States of New York, Texas,
Kansas, Nebraska and Oregon.  He is a member of the American
Institute of Certified Public Accountants and the New York Society
of Certified Public Accountants.

Alvarez & Marsal's Dispute Analysis and Forensics group provides a
range of analytical and investigative services to major law firms,
corporate counsel and management involved in complex legal and
financial disputes.  DA&F provides sophisticated financial and
economic analysis to assist clients in resolving high-stakes
issues ranging from internal matters to litigation - in the
boardroom to the courtroom.  The group also conducts corporate and
technology investigations to help companies identify and mitigate
risks and properly address internal or external financial
inquiries.

DA&F services include:

         * expert testimony,
         * lost profits analysis,
         * business valuation,
         * business interruption claims,
         * accounting and financial analysis,
         * claims preparation and review,
         * arbitration service,
         * forensics investigations, and
         * technology forensics investigations including
           electronic evidence and computer forensics analysis.

                   About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, creditor advisory, financial
advisory, dispute analysis and forensics, tax advisory, real
estate advisory and business consulting.  A network of nearly 400
seasoned professionals in locations across the US, Europe, Asia
and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.

For more information, visit:

   http://www.alvarezandmarsal.com/www.alvarezandmarsal.com


* Frawley Joins Crawford & Company as Executive Vice President
--------------------------------------------------------------
Crawford & Company (NYSE: CRDA; CRDB) reported that Kevin B.
Frawley has joined the company to oversee and coordinate its
offerings in the financial administration services market to
include the Garden City Group, Inc. -- GCG.  GCG, a wholly owned
subsidiary of Crawford, administers class action settlements
relating to securities, product liability, and other commercial
matters as well as bankruptcy and product warranty claims.

"Our opportunity in this market is large enough to provide
meaningful incremental growth over the next several years, and I
look to Kevin to help lead the way by generating new business and
developing other service lines within the financial administration
services sector," said Tom Crawford, president and CEO of Crawford
& Company.  "Kevin's experience, demonstrated leadership ability,
and vision are great assets to the company."

Frawley comes from Prudential Financial, Inc., where he held the
titles of chief compliance officer, United States Insurance
Division; chief administration officer, Retail Division, United
States Insurance Division; chief compliance officer in Individual
Financial Services; and senior vice president and senior counsel
for Prudential Securities.

Prior to Prudential, Frawley worked for the Office of the Mayor in
the City of New York as commissioner of the Department of
Investigations.  As a mayoral appointee, he supervised a staff of
more than 700 attorneys, accountants, police detectives, and
investigators responsible for pursuing fraud, corruption and
conflicts of interest in collaboration with state and federal
prosecutors and law enforcement agencies.  He began his career in
the Office of the Mayor as a criminal justice coordinator.

Frawley earned a Bachelor of Arts degree from the College of the
Holy Cross in Worcester, Massachusetts and a Juris Doctorate from
Fordham University School of Law in New York City.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com/-- is the world's largest
independent provider of claims management solutions to insurance
companies and self- insured entities, with a global network of
more than 700 offices in 63 countries.  Major service lines
include workers' compensation claims administration and healthcare
management services, property and casualty claims management,
class action services and risk management information services.
The Company's shares are traded on the NYSE under the symbols CRDA
and CRDB.


* BOND PRICING: For the week of February 28 - March 4, 2005
-----------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     8
Adelphia Comm.                         6.000%  02/15/06     9
Allegiance Tel.                       11.750%  02/15/08    30
Allegiance Tel.                       12.875%  05/15/08    33
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Color Graph.                    10.000%  06/15/10    72
American Airline                       7.377%  05/23/19    68
American Airline                      10.190%  05/26/16    74
AMR Corp.                              4.500%  02/15/24    70
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.750%  08/15/21    65
AMR Corp.                              9.800%  10/01/21    61
AMR Corp.                              9.880%  06/15/20    67
AMR Corp.                             10.000%  04/15/21    70
AMR Corp.                             10.200%  03/15/20    65
AMR Corp.                             10.290%  03/08/21    60
AMR Corp.                             10.450%  11/15/11    66
AMR Corp.                             10.550%  03/12/21    57
Apple South Inc.                       9.750%  06/01/06    19
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    72
Armstrong World                        6.500%  08/15/05    69
Armstrong World                        7.450%  05/15/29    70
Armstrong World                        9.050%  06/15/04    70
AT Home Corp.                          0.525%  12/28/18     8
AT Home Corp.                          4.750%  12/15/06    14
ATA Holdings                          12.125%  06/15/10    43
ATA Holdings                          13.000%  02/01/09    43
Atlantic Coast                         6.000%  02/15/34    39
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     7
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     1
Burlington Inds.                       7.250%  08/01/27     7
Burlington Inds.                       7.250%  09/15/05     7
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          4.750%  11/15/23    75
Calpine Corp.                          7.750%  04/15/09    69
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    68
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    45
Cone Mills Corp.                       8.125%  03/15/05    12
Cray Research                          6.125%  02/01/11    66
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.779%  01/02/12    56
Delta Air Lines                        7.900%  12/15/09    48
Delta Air Lines                        8.000%  06/03/23    53
Delta Air Lines                        8.300%  12/15/29    38
Delta Air Lines                        8.540%  01/02/07    72
Delta Air Lines                        9.000%  05/15/16    40
Delta Air Lines                        9.200%  09/23/14    54
Delta Air Lines                        9.250%  03/15/22    39
Delta Air Lines                        9.375%  09/11/07    75
Delta Air Lines                        9.750%  05/15/21    40
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  08/15/08    57
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    47
Delta Air Lines                       10.375%  02/01/11    47
Delta Air Lines                       10.375%  02/01/11    47
Delta Air Lines                       10.375%  12/15/22    39
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.790%  03/26/14    71
Delta Mills Inc.                       9.625%  09/01/07    49
E&S Holdings                          10.375%  10/01/06    51
Eagle Food Center                     11.000%  04/15/05     3
Enron Corp.                            6.400%  07/15/06    29
Enron Corp.                            6.500%  08/01/02    30
Enron Corp.                            6.625%  11/15/05    33
Enron Corp.                            6.725%  11/17/08    33
Enron Corp.                            6.750%  08/01/09    33
Enron Corp.                            6.750%  09/01/04    34
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.875%  10/15/07    33
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            7.125%  05/15/07    33
Enron Corp.                            7.325%  05/15/19    31
Enron Corp.                            7.625%  09/10/04    33
Enron Corp.                            7.875%  06/15/03    33
Enron Corp.                            9.125%  04/01/03    33
Enron Corp.                            9.875%  06/15/03    34
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.375%  01/15/06    33
Federal-Mogul Co.                      7.500%  01/15/09    32
Federal-Mogul Co.                      8.160%  03/06/03    29
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    32
Fibermark Inc.                        10.750%  04/15/11    73
Finova Group                           7.500%  11/15/09    45
Fleming Cos. Inc.                     10.125%  04/01/08    35
Foamex L.P.                            9.875%  06/15/07    74
Golden Books Pub.                     10.750%  12/31/04     1
HNG Internorth.                        9.625%  03/15/06    66
Holley Perf. Products                 12.250%  09/15/07    75
Impsat Fiber                           6.000%  03/15/11    62
Inland Fiber                           9.625%  11/15/07    52
Intermet Corp.                         9.750%  06/15/09    67
Iridium LLC/CAP                       10.875%  07/15/05    17
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    17
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Kmart Corp.                            6.000%  01/01/08    15
Kmart Funding                          9.440%  07/01/18    40
Lehman Bros. Holding                   6.000%  05/25/05    68
Lehman Bros. Holding                   7.500%  09/03/05    67
Level 3 Comm. Inc.                     2.875%  07/15/10    59
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    51
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    72
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.600%  08/01/07     6
MacSaver Financial                     7.875%  08/01/03     9
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17    73
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    60
Northwest Airlines                     7.248%  01/02/12    73
Northwest Airlines                     7.875%  03/15/08    72
Northwest Airlines                     8.070%  01/02/15    70
Northwest Airlines                     8.130%  02/01/14    64
Northwest Airlines                    10.000%  02/01/09    73
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    72
Oakwood Homes                          7.875%  03/01/04    41
Oakwood Homes                          8.125%  03/01/09    25
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    31
Owens Corning                          7.000%  03/15/09    63
Owens Corning                          7.500%  05/01/05    65
Owens Corning                          7.500%  08/01/18    65
Owens Corning                          7.700%  05/01/08    66
Owens Corning Fiber                    8.875%  06/01/02    65
Pegasus Satellite                      9.625%  10/15/05    56
Pegasus Satellite                      9.750%  12/01/06    62
Pegasus Satellite                     12.375%  08/01/06    57
Pegasus Satellite                     12.500%  08/01/07    62
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    61
Penn Traffic Co.                      11.000%  06/29/09    22
Penton Media Inc.                     10.375%  06/15/11    74
Piedmont Aviat.                       10.300%  03/28/06     7
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     4
Primedex Health                       11.500%  06/30/08    64
Primus Telecom                         3.750%  09/15/10    59
Railworks Corp.                       11.500%  04/15/09     1
Read-Rite Corp.                        6.500%  09/01/04    49
Reliance Group Holdings                9.000%  11/15/00    27
Reliance Group Holdings                9.750%  11/15/03     3
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    62
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Salton Inc.                           12.250%  04/15/08    68
Silverleaf Res.                       10.500%  04/01/08     0
Solutia Inc.                           6.720%  10/15/37    71
Solutia Inc.                           7.375%  10/15/27    75
Specialty Paperb.                      9.375%  10/15/06    75
Syratech Corp.                        11.000%  04/15/07    26
Teligent Inc.                         11.500%  12/01/07     0
Tower Automotive                       5.750%  05/15/24    19
Twin Labs Inc.                        10.250%  05/15/06    16
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    31
United Air Lines                       8.310%  06/17/09    47
United Air Lines                       9.000%  12/15/03     8
United Air Lines                       9.125%  01/15/12    10
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.750%  08/15/21     9
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  01/15/07     1
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    57
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.300%  03/28/06     7
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    57
Winsloew Furniture                    12.750%  08/15/07    20
World Access Inc.                     13.250%  01/15/08     3
Zurich Reinsurance                     7.125%  10/15/23    66

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***