TCR_Public/050307.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, March 7, 2005, Vol. 9, No. 55

                          Headlines

ADELPHIA COMMS: Objects to Century's Ex-CEO's $13,460,526 Claim
ALLIANCE LEASING: Case Summary & 30 Largest Unsecured Creditors
ALLIED WASTE: Prices $600 Million of Senior Notes at 7.25%
AMERICAN AIRLINES: Tulsa Team to Generate $500 Million by 2006
ASSET SECURITIZATION: Moody's Junks $37.467M Class A-4 Certs.

ATA AIRLINES: Court Will Appoint Examiner at Today's Hearing
ATA AIRLINES: Gets Court Nod to Lease 3 Engines from GE Engine
AVADO BRANDS: Can Start Soliciting Votes from Creditors
BANC OF AMERICA: Fitch Puts Low-B Ratings on Two Mortgage Certs.
BOYDS COLLECTION: Moody's Junks $34MM 9% Senior Subordinated Notes

BRIDGEPORT HOLDINGS: CDW Corp. Says Civil Claim is Without Merit
C.A.S. HANDLING: Case Summary & 43 Largest Unsecured Creditors
CATHOLIC CHURCH: Request to Retain Pachulski Draws Fire in Spokane
CATHOLIC CHURCH: Request to Retain Esposito Draws Fire in Spokane
C-BASS: Fitch Affirms Low-B Ratings on Five Series 1999-3 Classes

CENTERPOINT ENERGY: Declares $0.10 per Share Common Stock Dividend
CENTURY COMMS: Adelphia Says Ex-CEO's $13M Claim Should be Cut
CITICORP MORTGAGE: S&P Rates 13 Certificate Classes at Low-B
CLEARLY CANADIAN: Completes $1-Mil Short-Term Loan with BG Capital
COLLINS & AIKMAN: S&P Slices Rating, Citing Liquidity Concerns

CONMED CORP: Schedules May 17 Annual Shareholders' Meeting
COOPER TIRE: Moody's Pares Preferred Rating to (P)Ba2 from (P)Ba1
CREDIT SUISSE: Fitch Holds B+ Rating on $5.1MM Mortgage Securities
CREDIT SUISSE: Fitch Assigns Low-B Rating on Six Mortgage Certs.
DAVITA INC: S&P Puts Low-B Ratings to Proposed $4.5 Billion Loans

DLJ MORTGAGE: Fitch Assigns BB+ Rating on $26.9MM Mortgage Cert.
DMX MUSIC: Section 341(a) Meeting Slated for Mar. 24
DMX MUSIC: Wants to Hire Giuliani Capital as Financial Consultants
DURA AUTOMOTIVE: Insulates New CFO From Any Change in Control
EL PASO: Closes Sale of Cedar Brakes Subsidiaries for $94 Million

EXIDE TECH: Gordon Ulsh Replaces Craig Muhlhauser as Pres. & CEO
FAIRFAX FINANCIAL: Fitch Assigns B+ Rating on Senior Debt
FOOTSTAR INC: Court Okays Exclusive Period Extension Until Apr. 13
FRANK'S NURSERY: Files Plan of Reorganization in New York
GS MORTGAGE: Moody's Holds Ba2 Rating on $28.183MM Class G Certs.

GSR MORTGAGE: Fitch Puts Low-B Ratings on 2 Mortgage Certificates
G-STAR: Fitch Affirms BB- Rating on $7,659,366 Class D Notes
HATTERAS INCOME: Declares Final Liquidating Distribution
HEALTHESSENTIALS SOLUTIONS: Taps Frost Brown as Bankruptcy Counsel
H-LINES FINANCE: Moody's Junks $160 Million Senior Discount Notes

INTELSAT: Fitch Maintains Junk Rating on Senior Unsecured Notes
INTERLINE BRANDS: Earns $18.1 Million of Net Income in FY 2004
INTERSTATE BAKERIES: Court Okays Opening of ADMIS Futures Account
INTERSTATE BAKERIES: Trade Creditors Sell 182 Claims Totaling $2MM
ISTAR FINANCIAL: Completes Falcon Financial Acquisition

J.P. MORGAN: Moody's Holds Ba1 Rating on $11.569MM Class L Certs.
JACOBS ENTERTAINMENT: Moody's Rates $23MM Sr. Sec. Notes at B2
JOLIET JUNIOR: Fitch Lowers Rating of $14.5MM Revenue Bonds to D
KMART CORP: Secures Five-Year $4 Billion Loan with Sears
LB-UBS COMMERCIAL: Moody's Junks $3.025MM Class Q Certificates

LEVI STRAUSS: Federated/May Merger Talks Won't Affect S&P's Rating
MARIETTA STREET: Case Summary & 4 Largest Unsecured Creditors
MARSH SUPERMARKETS: S&P Pares Rating to B & Says Outlook is Stable
MCI INC: TMB Comm. Wants More Time to Modify Claim to Class 6A
MEGO FINANCIAL: Trustee Taps Algon Capital as Financial Consultant

MIRANT CORP: Wants to Provide Unitil with Replacement Guaranty
MIRANT CORP: U.S. Trustee Amends MAGi Committee Membership
MIRANT CORP: Wants Solicitation Period Extended to June 30
MORGAN STANLEY: Fitch Junks Three Mortgage Certificate Classes
MORGAN STANLEY: Fitch Upgrades $21.2 Million Mortgage Cert. to BB+

NORTHROP GRUMMAN: Proposes to Declassify Board of Directors
OXFORD INDUSTRIES: S&P Holds Rating Amidst Federated/May Talks
PERRY ELLIS: S&P's Rating Unaffected by Federated/May Merger Talks
PHELPS DODGE: Moody's Reviews Ratings for Possible Upgrade
POIROT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

QWEST COMMS: Completes PCS License Sale to Verizon for $418 Mil.
RAVENEAUX LTD: Wants to Hire Weycer Kaplan as Bankruptcy Counsel
RAVENEAUX LTD: Section 341(a) Meeting Slated for March 31
RELIANCE GROUP: Court Approves $1.64 Million Pershing Settlement
RFC CDO: Fitch Rates $3 Mil. Deferrable Interest Notes at BB

RIGGS NATIONAL: Inks Pact to Settle Stockholder Litigation
RYLAND GROUP: Declares $0.06 Per Share First Quarter Dividend
SAAN STORES: Moves Forward with Plan to Exit CCAA by Apr. 1
SAAN STORES: Gets $28.5 Mil. for Inventory & Pays Congress Debt
SAAN STORES: Negotiates $30 Million Exit Financing with GMAC

SAAN STORES: Streamlining Operations to 130 Stores on Emergence
SALOMON BROTHERS: Fitch Junks Two 2000-C2 Certificate Classes
SHAW COMMS: S&P Revises Outlook on Low-B Ratings to Positive
SOLUTIA INC: Will Pay $1,277,343 Tax Debt to St. Claire County
SPX CORP: Posts $110.8 Million Net Loss in Fourth Quarter

TECO AFFILIATES: Judge Case Approves Disclosure Statement
TELTRONICS INC: IMN Unable to Close Purchase of 24 Million Shares
TOMMY HILFIGER: S&P Holds Rating Amidst Federated/May Merger Talks
TRUMP HOTELS: Exclusive Plan Filing Remains Intact
TRUMP HOTELS: Ends Talks For Indiana Riverboat Casino

TRUMP HOTELS: Wants to Hire Lazard as Financial Advisor
UAL CORPORATION: Files 11th Reorganization Status Report
US AIRWAYS: Reports 69% Passenger Load Factor in February 2005
VIACELL INC: Equity Deficit Widens to $160 Million at Dec. 31
VITAL LIVING: Inks Manufacturing Pact with Bactolac Pharmaceutical

VERESTAR INC: Wants to Walk Away from Twelve Tower Leases
WARNACO GROUP: S&P Holds Rating Amidst Federated/May Merger Talks
WCI COMMUNITIES: Moody's Puts Ba3 Rating on $200MM Sr. Sub. Notes
WESTPOINT STEVENS: Overview of New Textile Purchase Agreement
WILLIAM CARTER: S&P Says Federated/May Talks Won't Affect Rating

WINN-DIXIE: Hires Logan & Company as Claims Agent
YUKOS OIL: What Value's Left After Sale of Yuganskneftegas

* Alvarez & Marsal Welcomes Anthony Treccapelli And Mark Paling
* Alvarez & Marsal Welcomes Charles Lowrey & James Chvtal

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

                          *********

ADELPHIA COMMS: Objects to Century's Ex-CEO's $13,460,526 Claim
---------------------------------------------------------------
On July 1, 1997, Century Communications Corp. entered into an
agreement with Leonard Tow, pursuant to which he was employed as
Chief Executive Officer for a period through June 30, 1998,
followed by an advisory period of five years.  Brian E. O'Connor,
Esq., at Willkie Farr & Gallagher, LLP, in New York, relates that
Mr. Tow had the right to terminate the Employment Agreement upon a
"change in control," and will be entitled to the same amounts and
benefits he would be entitled if Century terminated the Agreement
other than for cause.

On March 5, 1999, Century agreed to merge with Adelphia
Acquisition Subsidiary, Inc., with Acquisition Subsidiary
surviving.  The Merger constituted a "change in control" as the
term was defined under the Employment Agreement.  As a result of
the change in control, Mr. Tow exercised his rights under the
Employment Agreement and terminated his employment with Century.

By agreement dated June 19, 1999, Mr. Tow and Century agreed to
fix the amounts of payments and benefits to which he was entitled
by virtue of the termination of his employment.  Toward that end,
the Termination Agreement provided for the creation of a special
payment trust, from which Mr. Tow would be paid the severance and
other prospective benefits resulting from the termination.

On October 1, 1999, the merger of Century into Acquisition
Subsidiary became effective.  On the Merger Effective Date,
Acquisition Subsidiary was renamed Arahova.

Under the Merger, Adelphia Communications Corporation agreed to
honor, and to cause Arahova to honor, all obligations arising
under the Employment Agreement and the Termination Agreement.  The
Termination Agreement also provides that all Century's obligation
to Mr. Tow and Mr. Tow's rights and remedies under the Employment
Agreement by reason of the termination, will subsist and survive
and remain in full force and effect.

On January 7, 2004, Mr. Tow along with his wife Claire Tow, filed
three identical claims for $13,460,526 each -- one against each of
the estates of ACOM, Arahova and Century.  The Employment Claims
asserted payments allegedly owed to Mr. Tow pursuant to the
Employment Agreement and the Termination Agreement.

Based on their books and records, the ACOM Debtors found that only
the estates of Century and ACOM bear liability for the Employment
Claims.  Accordingly, the ACOM Debtors ask the Court to disallow
the Employment Claim against Arahova -- Claim No. 9195 for
$13,460,526.

The Employment Claim against Century and the Employment Claim
filed against ACOM as guarantor are claims asserted by an employee
for damages resulting from termination of an employment contract,
thus, subject to the statutory cap under Section 502(b)(7) of the
Bankruptcy Code.  Consequently, the ACOM Debtors also ask the
Court to:

    (a) allow the Century Employment Claim as general unsecured
        claim in Century's case at the reduced amount of
        $1,324,676, to the extent not otherwise disallowed under
        Section 502(d); and

    (b) allow the ACOM Employment Guarantee Claim in the reduced
        amount equal to the difference between the allowed amount
        of the Century Employment Claim and the distribution by
        Century's estate on account of the Claim, to the extent
        the Tows receive less than a full recovery  on any
        allowed claim in respect of the Century Employment Claim.

To the extent any portion of the Century Employment Claim or the
ACOM Employment Guarantee Claim is not disallowed, the ACOM
Debtors ask the Court to subordinate the claims to a position
below all general unsecured claims asserted against Century or
ACOM, pursuant to Section 510(c).

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the cable franchise in Leviton, Puerto Rico.

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)


ALLIANCE LEASING: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alliance Leasing Corporation
        Dba Alliance Leasing Of Tennessee
        Dba Autoplus
        110 East Fowlkes Street
        Franklin, Tennessee 37064

Bankruptcy Case No.: 05- 02397

Chapter 11 Petition Date: February 28, 2005

Court:  Middle District of Tennessee (Nashville)

Judge:  George C Paine

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $24,190,072

Total Debts:  $29,147,788

Debtor's 30 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Acura of Orange Park                           Unknown
Jacksonville, FL 32244

American Coach Sales                           Unknown
Cleveland, OH 44107

Arlington Toyota                               Unknown
Jacksonville, FL 32225

Athens BMW                                     Unknown
Athens, GA 30606

Atlanta Classic Cars, Inc.                     Unknown
Atlanta, GA

Autoway Chevrolet                              Unknown
Clearwater, FL 33764

Autoway Nissan of Brandon                      Unknown
9920 Adamo Drive
Tampa, FL 33619

Bob Dunn Ford                                  Unknown
Greensboro, NC 27405

Coggin Motor Mall                              Unknown
Pierce, FL 34982

Coggin Motor Mall                              Unknown
Pierce, FL 34982

Delray Toyota                                  Unknown
Federal Highway
Delray Beach, FL 33483

Duval Ford                                     Unknown
Jacksonville, FL 32210

Ed Voyles Honda                                Unknown
Marietta, GA 30067

Gene Evans Ford                                Unknown
Union City, GA 30291

Honda Carland                                  Unknown
Roswell, GA 30076

Infiniti of Coconut Creek                      Unknown
Coconut Creek, FL 33073

Dodge                                          Unknown
Jacksonville, FL 32256

Jim Ellis Mazda                                Unknown
Marietta, GA 30062

King Hyundai                                   Unknown

Landmark Dodge Inc.                            Unknown
Jonesboro, GA 30236

Lexus of Pembroke Pines                        Unknown
Pembroke Pines, FL 33027

Marietta Toyota                                Unknown
Marietta, GA 30061

Milton Martin Honda                            Unknown
Gainesville, GA 30504

Nissan of Union City                           Unknown
Union City, GA 30291

Plantation Ford                                Unknown
Plantation, FL 33317

Pompano Honda                                  Unknown
Pompano Beach, FL 33064

Prebul Auto Group                              Unknown

Jeep                                           Unknown
Valdosta, GA 31602

West Palm Auto Mall                            Unknown
Military Trail Beach, FL 33415

Weston Nissan Volvo                            Unknown


ALLIED WASTE: Prices $600 Million of Senior Notes at 7.25%
----------------------------------------------------------
Allied Waste Industries, Inc.'s (NYSE: AW) wholly owned
subsidiary, Allied Waste North America, Inc., has priced its
offering of $600 million in aggregate principal amount of senior
notes due 2015 at 7.25%.  AWNA intends to use the proceeds from
the proposed sale of these senior notes to redeem its $600 million
of 7-5/8% senior notes due January 2006 pursuant to AWNA's
previously announced tender offer.  The offering of senior notes
is a component of Allied Waste's multifaceted financing plan
announced on Feb. 22, 2005.

These new notes have been rated BB-, B2 and B+ by Standard &
Poor's, Moody's and Fitch, respectively.

The senior notes being offered by AWNA will not be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  The senior
notes are being offered only to qualified institutional buyers
under Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful.

                        About the Company

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of Dec. 31, 2004, the Company served customers through
a network of 314 collection companies, 165 transfer stations, 166
active landfills and 58 recycling facilities in 37 states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
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.


AMERICAN AIRLINES: Tulsa Team to Generate $500 Million by 2006
--------------------------------------------------------------
A joint team of management and labor leaders from American
Airlines' Tulsa Maintenance & Engineering Base disclosed a
"breakthrough" goal to generate $500 million and turn the base
into a profit center by the end of 2006.

The vision of transforming the base -- which employs more than
7,000 people -- from a traditional cost center into a profit
center would be achieved through its highly successful Continuous
Improvement process to reduce costs, generating revenue from
third-party maintenance contracts, and bringing in-house any
currently outsourced work that can be accomplished more
efficiently in Tulsa.

In early 2005, representatives from both TWU Local 514 and the
Tulsa base management convened to set a new paradigm: to transform
the world's largest aircraft maintenance base into a world-class,
profitable facility.  This shared commitment is a first for the
Tulsa base, and is one of several large-scale, joint planning
sessions that have occurred within American Airlines since the
company and its unions launched the Working Together initiative in
late 2003.

"We are not letting others decide what our future should be --
together we are going to do everything within our ability to
control our destiny and success," said Dennis Burchette, President
of TWU Local 514.  "We're doing that through the process of
working together. Tulsa was one of the first sites where this
practice began.  With this joint vision in place, we are building
on this process and breaking new ground -- not only at American
Airlines but also in the airline industry."

Carmine Romano, Vice President-Tulsa Base Maintenance, said, "We
know we are bucking the trend of the aviation industry by keeping
most of our maintenance work in house, but we have agreed to take
a different approach to address our challenges.  A key element in
this approach is understanding that our employees represent a huge
competitive advantage.  The goals we have set forth can be
achieved only by working together and empowering our employees.
It will require a commitment by everyone -- not just one or two
people, but everybody."

American Airlines has made tremendous strides in the last year at
its Tulsa facility, as well as at its two additional overhaul
maintenance bases located in Fort Worth, Texas, and Kansas City,
Missouri.  From increased efficiencies to numerous cost-savings
initiatives, American's maintenance and engineering employees have
succeeded in reducing costs and making Maintenance, Repair and
Overhaul (MRO) improvements to become a competitive MRO provider.

As a result, American has already been competing for and winning
bids to perform maintenance and engineering work for outside
companies at all three of its bases.  The ability to win such bids
is a result of those employees' strong focus on working together
and using the Continuous Improvement process to generate
suggestions of improvements in the MRO processes.  In turn,
employees use the principles of the Continuous Improvement process
to turn those ideas into plans of action that they execute.

The American Airlines Tulsa Maintenance & Engineering Base is the
headquarters for the airline's maintenance and engineering
worldwide.  It is the largest of the airline's overhaul bases, and
the world's largest maintenance facility.  Maintenance work at the
Tulsa base is done on American's fleet of MD-80, Boeing 757 and
Airbus A300 aircraft.  Overhaul work also is conducted on the
Pratt and Whitney JT-8 and GE CF6-80 engines.  The base also is
home to a wheel and brake overhaul facility and composite repair
center.

                     About American Airlines

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site --
http://www.AA.com/-- provides users with easy access to check and
book fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance,
which brings together some of the best and biggest names in the
airline business, enabling them to offer their customers more
services and benefits than any airline can provide on its own.
Together, its members serve more than 600 destinations in over 135
countries and territories.  American Airlines, Inc. and American
Eagle are subsidiaries of AMR Corporation (NYSE: AMR).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on American
Airlines Inc.'s (B-/Stable/--) equipment trust certificates on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.

"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.


ASSET SECURITIZATION: Moody's Junks $37.467M Class A-4 Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the rating of Class A-4 of
Asset Securitization Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1997-MD VII and placed Classes A-2 and A-3 on
review for possible.

Moody's rating actions are:

   * Class A-2, $42,463,292, Fixed, currently rated Aa2; on review
     for possible downgrade

   * Class A-3, $39,965,452, Fixed, currently rated Baa3; on
     review for possible downgrade

   * Class A-4, $37,467,611, Fixed, downgraded to C from Caa1

Class A-4 was downgraded based on a revised estimate of loss on
the defaulted Fairfield Inn Loan, which comprises 27.3% of the
pool balance.  According to estimates from the master and special
servicers, an estimated loss of $80.2 million is expected,
representing a loss severity of 48.5% on the original loan balance
and a 60.1% loss severity on the loan balance at default.

Classes A-2 and A-3 were placed on review for possible downgrade
due to current interest shortfalls to the Classes and the
likelihood that future shortfalls may occur.

As of February 25, 2005, 42 of the original 50 Fairfield Inn
properties have been sold.  The special servicer has qualified
offers on the eight remaining properties and has entered into
sales contracts for six of the properties.  The loan is expected
to be fully resolved by mid 2005.

The securitization documents do not provide for the recognition of
interim losses for a pool of crossed loans, which results in the
Fairfield Inn Loan continuing to accrue interest on its current
principal balance of approximately $105.9 million.  Advancing is
limited by a large appraisal reduction, yet shortfalls continue to
accrue. Collateral sales proceeds, when available, first reimburse
the accrued interest shortfalls and then reduce the loan balance,
thereby increasing the principal loss to the loan.

Three loans, 101 Hudson Street, M&H Retail and the G&L Medical,
which collectively represent 49.0% of the pool balance, have
defeased.  The Innkeepers Loan, The Insurance Company of the West
Loan and the Design Center Loan remain in the pool.


ATA AIRLINES: Court Will Appoint Examiner at Today's Hearing
------------------------------------------------------------
To Recall, NatTel, LLC, asked the United States Bankruptcy Court
for the Southern District of Indiana to appoint an examiner to
investigate and analyze the financial and other dealings between
Debtor Chicago Express Airlines, Inc., on the one hand, and ATA
Holdings Corp., ATA Airlines, Inc. and the other Debtors, on the
other hand.

Judge Lorch says that the Court will appoint an Examiner at the
March 7, 2005, hearing.

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


ATA AIRLINES: Gets Court Nod to Lease 3 Engines from GE Engine
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, ATA Airlines,
Inc., sought and obtained the United States Bankruptcy Court for
the Southern District of Indiana's authority to enter into new
leases for three spare engines with GE Engine Leasing, as agent or
principal.

ATA Airlines has concluded its negotiations and has determined
that entering into new medium-term leases with GE Engine Leasing
for three spare engines still being used by ATA Airlines will
allow the Airline to retain sufficient spare engines meeting its
requirements at the most reasonable cost.

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


AVADO BRANDS: Can Start Soliciting Votes from Creditors
-------------------------------------------------------
The Honorable Steven A. Felsenthal of the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, approved on
Thursday, March 3, 2005, Avado Brands, Inc., and its debtor-
affiliates' Disclosure Statement explaining their Plan of
Reorganization.  Jugde Felsenthal determined that the Disclosure
Statement contains adequate information -- the right amount of the
right kind of information necessary to permit creditors to make
informed decisions when they vote to accept or reject the Plan.

With a court-approved disclosure document in hand, the Debtors
will start asking their creditors to vote to accept the proposed
restructuring plan.

A confirmation hearing to discuss the merits of the Plan will be
held on April 21, 2005, at 10:30 a.m.  Objections to the Plan, if
any, must be filed and served by April 12.

As previously reported, the Plan provides for the substantive
consolidation of the Debtors' Estates and for the possible merger
of certain debtor-affiliates.

The Plan contemplates that the Reorganized Debtors will receive
exit financing from three sources:

    (i) a $45 million New Tranche A Financing Facility;

   (ii) a $12.5 million New Tranche B Financing Facility from a
        group of Investors; and

  (iii) the sale of $17.5 million of New Convertible Preferred
        Stock to the Investors.

The Investors will, subject to the conditions of their commitments
and the New Tranche B Credit Agreement and the New Convertible
Preferred Purchase Agreement, respectively, fund the New Tranche B
Financing Facility and purchase the New Convertible Preferred
Stock, but have offered to make available to all holders who will
receive New Common Stock the opportunity to participate in the
New Tranche B Financing Facility and the New Convertible Preferred
Stock on a unitary basis.

The Plan groups claims and interests into eight classes.
Unimpaired Claims, consisting of Secured Claims and Non-Tax
Priority Claims, will be paid in full.

The Plan identifies six classes of Impaired Claims and describes
how they'll be treated:

   a) General Unsecured Claims will receive their Pro Rata share
      of New Common Stock and the Litigation Trust Beneficial
      Interests;

   b) Senior Noteholder Claims will receive their Pro Rata share
      of the New Common Stock, the Subordinated Notes
      Redistribution Shares, the TECONS Redistribution Shares, the
      Litigation Trust Beneficial Interests and the TECONS
      Redistribution Interests;

   c) Subordinated Noteholder Claims will receive their Pro Rata
      share of Class A Warrants if those claims and Class 4 Claims
      vote to accept the Plan, but if those two claims vote to
      reject the Plan, the Subordinated Noteholder claimants will
      not receive any Class 1 Warrants;

   d) TECONS Claims will receive their Pro Rata share of Class B
      Warrants if those claims, Class 5 claims and Class 6 claims
      vote to accept the Plan, but if those three claims
      vote to reject the Plan, the TECONS claimants will not
      receive any Class B Warrants;

   e) Allowed Small Claims will receive cash equal to 14.5% of
      those Claims' amount; and

   f) Old Avado Stock Interests and Subordinated Claims will not
      receive or retain any property under the Plan.

Objections to the Disclosure Statement, if any, must be filed and
served by Feb. 28, 2005.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Two Mortgage Certs.
----------------------------------------------------------------
Banc of America Alternative Loan Trust -- BoAALT -- 2005-2
mortgage pass-through certificates are rated by Fitch Ratings:

    -- $255,379,363 classes 1-CB-1 through 1-CB-5, 2-CB-1, 3-A-1,
       4-A-1, CB-IO, 15-IO, and A-PO 'AAA';

    -- $100 class 1-CB-R and 1-CB-LR 'AAA';

    -- $5,202,000 class B-1 'AA';

    -- $2,134,000 class B-2 'A';

    -- $1,200,000 class B-3 'BBB';

    -- $1,067,000 class B-4 'BB';

    -- $800,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.25%
subordination provided by:

        * the 1.95% class B-1,
        * the 0.80% class B-2,
        * the 0.45% class B-3,
        * the 0.40% privately offered class B-4,
        * the 0.30% privately offered class B-5, and
        * the 0.35% privately offered class B-6.

Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively, based
on their respective subordination.  Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans.  Loan
groups 1, 2, 3, and 4 are cross-collateralized and supported by
the B-1 through B-6 subordinate certificates.

Approximately 32.24%, 45.08%, 38.40%, and 26.12% of the mortgage
loans in group 1, 2, 3, and 4, respectively, were underwritten
using Bank of America's 'Alternative A' guidelines.  These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to Alternative A guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2, 3, and 4, in the aggregate, consist of 1,824
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity -- WAM -- ranging from 156 to
360 months.  The aggregate outstanding balance of the pool as of
Feb. 1, 2005 (the cut-off date) is $266,716,840, with an average
balance of $146,226 and a weighted average coupon -- WAC -- of
6.014%. The weighted average original loan-to-value ratio -- OLTV
-- for the mortgage loans in the pool is approximately 70.33%.

The weighted average FICO credit score is 734. Second homes and
investor-occupied properties constitute 3.88% and 51.23% of the
loans in the group, respectively.  Rate/term and cash-out
refinances account for 18.15% and 35.76% of the loans in the
group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(25.17%), Florida (14.95%), and Texas (5.82%).  All other states
represent less than 5% of the aggregate pool balance as of the
cut-off date.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BOYDS COLLECTION: Moody's Junks $34MM 9% Senior Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of The Boyds
Collection, Ltd., following the company's release of weak fourth
quarter 2004 earnings.  The rating action reflects the persistent
deterioration in Boyds' financial condition, given its inability
to fully offset eroding profit trends in its higher-priced
wholesale business, through the development of mass market/gift
items and the launch of large format retail stores.

While Boyds Collection has resolved near-term refinancing concerns
with the signing of its new senior secured credit agreement,
liquidity remains constrained by weakening operating cash flows,
materially higher interest expense, tight financial covenants, and
modest revolver availability.  The outlook remains negative.

The ratings affected by this action are:

   * Senior implied rating, downgraded to B3 from B2;

   * $40 million senior secured revolving credit facility due
     April 21, 2005, withdrawn;

   * $28 million senior secured term loan facility due April 21,
     2005, withdrawn;

   * $34 million 9% senior subordinated notes due May 15, 2008,
     downgraded to Caa3 from Caa1;

   * Senior unsecured issuer rating, to Caa2 from B3.

The ratings action follows Boyds Collection's fourth quarter
earnings release, in which the company reported a 9% year-over-
year sales decline in its first retail store (Gettysburg,
Pennsylvania) and 8% lower wholesale sales.  Management attributes
the lower sales levels to reduced tourist traffic to Gettysburg
and a 44% decline in wholesale bookings related to its sales force
realignment.

Moody's recognizes the strong rationale for Boyds Collection to
shift its operating priorities given the evolving consumer
activity in this sector towards national mass retailers, gift
products, and high-end specialty stores.  Nonetheless, the lower
rating levels and negative outlook reflect the significant
uncertainty surrounding execution of the strategy given the lower
profitability of new products, existing retail and wholesale
competition, challenging macro-economic conditions (freight costs
and discretionary spending), and modest liquidity.

In this last regard, Moody's notes that Boyds Collection has
successfully refinanced bank debt maturities that had been
scheduled for April 2005, but that revolver availability has
declined, borrowing rates are materially higher, and covenant
levels are tight relative to current and expected EBITDA.

Weakening cash flows, modest revolver availability, and
disappointing retail store performance have led the company to
revise its retail marketing strategies and delay/rethink its
expansion plans.  The company expects to recapture lost wholesale
sales, particularly through new national retail accounts and the
pursuit of licensing opportunities (similar to its NASCAR line).
Further, Boyds Collection anticipates that incremental costs
associated with its new Pigeon Forge, Tennessee retail store
(opened in November 2004) will be offset by $5 million in
annualized savings from last year's sales force restructuring,
thereby controlling growth in SG&A expenses.

The inability to maintain positive cash flow and/or sustain
borrowing access through the rapid and successful implementation
of these initiatives could lead to further ratings downgrades
during fiscal 2005.  Moody's views upward rating pressures as
unlikely over the coming year, in the absence of a material
improvement in profitability and liquidity, or the infusion of
equity capital.

The rating action is tempered by Boyds Collection's strong
collectibles heritage, with a reputation for high quality; by the
company's historical debt reduction, which has enabled strong
coverage metrics and positive pre-capex cash flows despite
earnings declines; and by the credible (albeit challenging) growth
and cost-savings initiatives being implemented by the new
experienced management team.

Headquartered in McSherrytown, Pennsylvania, The Boyds Collection,
Ltd., is a designer, importer and distributor of hand-crafted
collectibles and other specialty giftware products.  Net sales for
2004 were approximately $104 million.


BRIDGEPORT HOLDINGS: CDW Corp. Says Civil Claim is Without Merit
----------------------------------------------------------------
CDW Corporation (NASDAQ:CDWC) said that a civil claim filed
against it in the United States Bankruptcy Court in Delaware by
Bridgeport Holdings, Inc., Liquidating Trust is without merit.
The Liquidating Trust alleges that CDW did not pay "reasonably
equivalent value" for the Micro Warehouse assets purchased by it
in September 2003.

"CDW plans to vigorously contest the Liquidating Trust's claim.
CDW is confident that it paid fair value for the assets that were
purchased in a transaction that provided substantial benefits to
Micro Warehouse and its creditors," said Christine A. Leahy,
general counsel, CDW.  CDW expects the outcome of this claim will
not have a material effect on its financial condition.

CDW added that Micro Warehouse bankruptcy filings clearly indicate
that the CDW transaction was approved by Micro Warehouse's pre-
petition secured lenders and the Micro Warehouse board of
directors.  The same filings indicate Micro Warehouse sought
interest in purchasing the company from various strategic industry
participants, including CDW.

The possibility of a claim being brought had been disclosed in
CDW's previous filings with the Securities and Exchange
Commission.  Statements made in the Liquidating Trustee's claim
are consistent with previous public filings made in the bankruptcy
court as early as January 2004.

In September 2003, CDW paid approximately $22 million for selected
assets of Micro Warehouse, including certain inventory,
intellectual property and customer information.  CDW also provided
Micro Warehouse with a put option to purchase certain equipment
located in Micro Warehouse's former distribution center for
approximately $8 million and agreed to collect Micro Warehouse's
existing trade receivables for the benefit of Micro Warehouse.

                         About CDW Corp.

CDW(R) (NASDAQ:CDWC), ranked No. 376 on the FORTUNE 500, is a
leading provider of technology solutions for business, government
and education. CDW is a principal source of technology products
and services including top name brands such as Adobe, APC, Apple,
Cisco, HP, IBM, Microsoft, Sony, Symantec, Toshiba and ViewSonic.

CDW was founded in 1984 and today employs 3,800 coworkers.  In
2004, the Company's coworkers generated sales of $5.7 billion.
CDW's direct model offers one-on-one relationships with
knowledgeable account managers; purchasing by telephone, fax, the
company's award-winning CDW.com Web site, customized CDW@work(TM)
extranets, CDWG.com Web site, and macwarehouse.com Web site;
custom configured solutions and same day shipping; and pre- and
post-sales technical support, with more than 120 factory-trained
and A+ certified technicians on staff.

                        About Bridgeport

Bridgeport Holdings Inc. filed for chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No. 03-12825), disclosing
more than $100 million in assets and debts.  The Debtors are
represented by lawyers at Kramer Levin Frankel & Naftalis LLP in
New York and Brendan Linehan Shannon, Esq. and Matthew Barry Lunn,
Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington.


C.A.S. HANDLING: Case Summary & 43 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: C.A.S. Handling, Inc.
        1188 First Street, Building 140
        New Windsor, New York 12553

Bankruptcy Case No.: 05-35455

Type of Business: The Debtor is a fixed base operator in the air
                  travel and commerce industry located at Stewart
                  International Airport in New York.  The Company
                  filed its first chapter 11 petition on Nov. 18,
                  2004 (Bankr. S.D.N.Y. Case No. 04-37669).  Judge
                  Cecelia G. Morris dismissed the case on Jan. 4,
                  2005 at the behest of the U.S. Trustee on the
                  grounds that the workers' compensation insurance
                  for CAS Handling's 29 employees were not paid.
                  See http://www.cashandling.com/

Chapter 11 Petition Date: March 3, 2005

Court:  Southern District of New York (Poughkeepsie)

Debtor's Counsel: William M. Joyce, Esq.
                  Law Office of William M. Joyce
                  1188 First Street, Building 140
                  New Windsor, New York 12553
                  Tel: (503) 730-7308
                  Fax: (503) 227-4245

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 43 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Department of the Treasury-I                  $887,258
P.O. Box 266
Niagra Square Station
Buffalo, New York 14201

SWF Airport Acquisitions Inc.                 $280,747
1180 First Street
New Windsor, NY 12553

State of New York Department of L              $38,817
Unemployment Insurance Division
Building 12, Room 256
Albany, NY 12240

New York State                                 $37,723
Department of Taxation & Finance
90 South Ridge Street
Rye Brook, NY 10573

Salandra & Serluca, CPAs                       $27,473
933 Mamaroneck Avenue
Mamaroneck, NY 10543

Central Hudson Gas & Electric                  $26,895
284 South Avenue
Poughkeepsie, NY 12601

Mr. & Mrs. R.C. Boccadoro, Sr.                 $20,000
6 Orchard Drive
Rye, NY 10580

CDS Capital, LLC                               $16,454
c/o Warren Greher, Esq.
100 Commerce Drive
New Windsor, NY 12553

Conoco Phillips                                $15,774
607 Adams Building
Bartlesville, OK 74004

Rifton Aviation Services                       $15,390
1070 First Street, Building 118
New Windsor, NY 12553

41 North 73 West, Inc.                         $12,142
d/b/a Avitat Westchester
c/o Peter Ackerman, Esq.
202 Mamaroneck Avenue

White Plains, NY 10601                         $11,603
GSE Services, LLC
240 Lapwing Court
Manhasset, NY 11030

Hudson Valley Office Furniture                  $9,217
375-379 Main Mall
Poughkeepsie, NY 12601

Fortbrand Services, Inc.                        $7,084
50 Fairchild Court
Plainview, NY 11803

Sager Electric                                  $6,000
69 Monarch Drive
Newburgh, NY 12550 D

Freskeeto Frozen Foods, Inc.                    $4,473
Route 209
Ellenville, NY 12428

LD Holdings, LLC                                $4,000
57 Riverview St.
Walden, NY 12586

Gift Horse Interiors                            $2,643
259 Main Street
Cornwall, NY 12518

Nextel Communications                           $2,615
P.O. Box 17621
Baltimore, MD 21297

Crudele Communications                          $2,457
13 Corey Lane
Newburgh, NY 12550

Auto Truck Concepts, Inc.                       $2,300
130 Oakley Avenue
White Plains, NY 10601

AA Quality Appliance Repair                     $2,300
236 South Plank Road
Newburgh, NY 12550

WSI Weather Services                            $2,241
P.O. Box 101332
Atlanta, GA 30392

TLD America                                     $1,877
812 Bloomfield Avenue
Windsor, CT 06095

Coffee Systems                                  $1,775
P.O. Box 306
Rifton, NY 12471

Gammon Technical Products, Inc.                 $1,591
P.O. Box 400
Manasquan, NJ 08736

Boston Aviation Services, Inc.                  $1,400
104 Mt. Auburn Street, 4th
Cambridge, MA 02138

Merrills Office Supply                          $1,399
190 South Robinson Avenue
Newburgh, NY 12550

Quill Office Supply                             $1,208
100 Shelter Road
Lincolnshire, IL 60069

New York State Department of Agriculture        $1,140
10-B Airline Drive
Albany, NY 12235

Mr. Transmission                                $1,035
295 Windsor Hwy
New Windsor, NY 12553

Oxford Health Plans                               $992

Imageland                                         $898

A&M Enterprises, Inc.                             $773
d/b/a United Check Cashing
c/o Moss and Associates, P.C.

Determan Brownie Inc.                             $771

W. W. Grainger, Inc.                              $698

Vassar Brothers Medical Center                    $672

N.A.S. Security Systems, Inc.                     $639

Miller Environmental Group                        $500

Amthor Welding Service, Inc.                      $462

A-1 Communications Systems, Inc.                  $215

Champion Industries, Inc.                         $139

CB/HV, Inc.                                        $25


CATHOLIC CHURCH: Request to Retain Pachulski Draws Fire in Spokane
------------------------------------------------------------------
As previously reported, The Official Tort Litigants Committee
seeks authority from the U.S. Bankruptcy Court for the Eastern
District of Washington to retain Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, as bankruptcy counsel in the Diocese of
Spokane's Chapter 11 case.  The Litigants Committee also asks
Judge Williams to approve Pachulski's appearance pro hac vice as
its attorney.

                        Objections

(1) Diocese of Spokane

"The Pachulski Firm's rates are far in excess of those charged in
the Spokane area," Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller LLP, complains.

Mr. Paukert also notes that Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, PC, maintains no office in the state of Washington.
Travel expenses will be a significant and unreasonable
administrative expense.

Mr. Paukert points out that (i) Survivors Network of those Abused
by Priests, and (ii) Voice of the Faithful, advocate reformation
of the Catholic Church.  Spokane's Chapter 11 proceeding is not a
forum for reformation of the Catholic Church.

Since Pachulski has disclosed that it contributed $5,000 to SNAP,
Spokane asserts that the firm should also disclose:

   -- any contributions made to Voice of the Faithful, any
      chapters or similar bodies, any representative of SNAP or
      Voice of the Faithful, as well as any remuneration or
      promise of remuneration received from these two entities,
      regardless of whether the remuneration or promise of
      remuneration was related to representation of the
      Prepetition Committee; and

   -- any and all meetings with Barbara Blaine, or other
      representatives of SNAP or Voice of the Faithful.

Without these disclosures, the Court cannot determine whether
Pachulski is a disinterested person as required under Section 327
of the Bankruptcy Code.

With respect Pachulski members James Stang and Hamid Rafatjoo's
prior representation of the so-called Prepetition Committee of
Clergy Sexual Abuse Survivors, Mr. Paukert maintains that no
disclosure concerning reimbursement of expenses has been
provided.

Pachulski attempts to circumvent an obvious conflict of interest
by representing that the Prepetition Committee is not a creditor,
Mr. Paukert contends.  It is clear that the substance of the
prior representation was personal to the members of the
Prepetition Committee.  Any assertion that Messrs. Stang and
Rafatjoo did not personally represent the members of the
Prepetition Committee is simply form over substance.

Pachulski's representation continued after the Petition Date.  At
the Diocese of Spokane's first meeting of creditors on January 5,
2005, Mr. Stang appeared on behalf of the members of the
Prepetition Committee and questioned Spokane on various subjects.

Therefore, Pachulski is not a disinterested person as required by
Section 327(a).  Pachulski has an actual conflict of interest in
seeking to represent the Committee of Tort Litigants, and its
retention must be denied.

(2) U.S. Trustee

Ilene Lashinsky, the U.S. Trustee for Region 14, wants the
Committee of Tort Litigants' retention of Pachulski denied.

Ms. Lashinsky explains that the retention of Pachulski and
Esposito, George & Campbell, PLLC, appear to be for general
counsel purposes, rather than simply one general counsel and one
local counsel.  Neither application proposes or actually divides
the duties, or the scope of duties, or the general division of
services to be provided.

Because the two applications are written as employment of general
counsel, Ms. Lashinsky requested proposed division of duties from
both firms.  However, she hasn't received a response.

Ms. Lashinsky emphasizes that the division of duties should be
known at the beginning of the case to facilitate effective
communication and reduce administrative expenses, and not be left
to the fee application review process.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CATHOLIC CHURCH: Request to Retain Esposito Draws Fire in Spokane
-----------------------------------------------------------------
The U.S. Trustee is complaining about the Official Tort Litigants
Committee's request in the Diocese of Spokane's Chapter 11 case,
to retain Esposito, George & Campbell, PLLC, as its counsel.

The U.S. Trustee for Region 14, Ilene Lashinsky, contends that
the retention of Esposito, George & Campbell, PLLC, is
duplicative of the engagement of Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC.

"Both the applications from the two firms appear to be for
general counsel purposes, rather than simply one general counsel
and one local counsel," Ms. Lashinsky explains.  "Neither
application proposes or actually divides the duties, or the scope
of duties, or the general division of services to be provided."

Ms. Lashinsky asked for proposed division of duties from both
firms.  However, she hasn't received a response.

Ms. Lashinsky asserts that the division of duties should be known
at the beginning of the case to facilitate effective
communication and reduce administrative expenses.  It shouldn't
be left to the fee application review process.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


C-BASS: Fitch Affirms Low-B Ratings on Five Series 1999-3 Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed C-Bass issues, series 1999-3:

    -- Class A at 'AAA';
    -- Class M-1 at 'AA';
    -- Class M-2 at 'A';
    -- Class M-3 at 'A-';
    -- Class M-4 at 'BBB';
    -- Class M-5 at 'BBB-';
    -- Class B-1 at 'BB+';
    -- Class B-2 at 'BB';
    -- Class B-3 at 'BB-';
    -- Class B-4 at 'B';
    -- Class B-5 at 'B-'.

The affirmation on the above classes reflects credit enhancement
consistent with future loss expectations and affects $34,333,113
of certificates.

This transaction is a resecuritization of residential mortgage-
backed securities that consist of prime quality mortgage loans.

The credit enhancement levels for the above classes have increased
from the original levels, and the performance of the underlying
deals have been in line with our expectations.  The mortgage pool
has 27% of the original collateral remaining in the pool balance.

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


CENTERPOINT ENERGY: Declares $0.10 per Share Common Stock Dividend
------------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) board of directors declared
a dividend of $0.10 per common share, payable on March 31, 2005,
to shareholders of record as of the close of business on March 16,
2005.  This is in addition to the $0.10 per share dividend
declared on Jan. 26, 2005, and payable on March 10, 2005.

This action was taken to address technical restrictions that might
limit the company's ability to pay a regular dividend during the
second quarter of this year.  Due to the limitations imposed under
the Public Utility Holding Company Act, the company may declare
and pay dividends only from earnings in the specific quarter in
which the dividend is paid, absent specific authorization from the
Securities and Exchange Commission.  As a result of the seasonal
nature of its utility businesses, the second quarter historically
provides the smallest contribution to the company's annual
earnings.  The dividend declared recognizes that first quarter
earnings generally provide a significant contribution to the
company's annual earnings and are expected to be sufficient to
support both the regular and the additional first quarter dividend
declared on Thursday.  This additional first quarter dividend is
in lieu of the company's regular second quarter dividend.

                        About the Company

CenterPoint Energy, Inc. -- http://www.CenterPointEnergy.com/--  
headquartered in Houston, Texas, is a domestic energy delivery
company that includes electric transmission & distribution,
natural gas distribution and sales, interstate pipeline and
gathering operations and an electric generation business that the
company is under a contract to sell.  The company serves nearly
five million metered customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Oklahoma, and Texas.  Assets total about
$17 billion after giving effect to the first step in the sale of
Texas Genco Holdings, Inc.  With more than 9,000 employees,
CenterPoint Energy and its predecessor companies have been in
business for more than 130 years.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.

The rating action follows Fitch's assessment of the Nov. 10, 2004
determination by the Public Utility Commission of Texas -- PUCT --
that CenterPoint Energy will be permitted to recover a true-up
balance of $2.3 billion, including accrued interest.  Although
this amount is significantly less than the $3.7 billion (excluding
interest) true-up sought in CenterPoint Energy's original
application with the PUCT, it is in line with Fitch's expectations
when taken together with other expected cash proceeds.  The
conclusion of the true-up proceeding and expected securitization
of stranded costs is the second of two highly anticipated
deleveraging events factored into Fitch's ratings for CenterPoint
Energy and its two wholly owned subsidiaries, CenterPoint Energy
Houston Electric and CenterPoint Energy Resources.  The first was
the definitive agreement reached by CenterPoint Energy on
July 21, 2004 to sell its 81% interest in Texas Genco Holdings for
after-tax cash proceeds of $2.5 billion in a two-step transaction
expected to be completed by the first half of 2005.

These transactions, combined with the $177 million retail clawback
payment owed by Reliant Energy, Inc., will enable CenterPoint
Energy to delever its balance sheet by approximately $5 billion,
an amount which will result in consolidated credit measures that
are more consistent with CenterPoint Energy's current 'BBB-'
rating.  Upon completion of CenterPoint Energy's planned
monetizations and subsequent retirement of certain debt
obligations, Fitch expects CenterPoint Energy'a total debt-to-
EBITDA ratio to trend toward the low 4.0 times (x) range, a level
which is viewed as appropriate for the rating category given the
low cash flow volatility exhibited by CenterPoint Energy's
electric and gas distribution and interstate gas pipeline
businesses.  Fitch notes that the potential $500 million
prefunding of CenterPoint Energy's future pension obligations may
reduce the amount of funds immediately available for debt
repayment.  However, such a prefunding would reduce the company's
future pension expense by approximately $40 million annually, as
well as bolster CenterPoint Energy's equity base by reversing a
charge taken in 2002.

The Stable Rating Outlook reflects Fitch's expectation that
CenterPoint Energy will secure a financing order for its planned
securitization in a reasonable amount of time and complete the
issuance of bonds by mid-2005.  Any prolonged delays would be an
unfavorable credit development.  Fitch notes that CenterPoint
Energy will likely apply for a rehearing of the amount disallowed
by the PUCT and appeal to the Texas state courts, if necessary.
Importantly, the Texas statute permits CenterPoint Energy to
proceed with its plans to securitize the lower $2.3 billion true-
up amount, regardless of the appeal status.

These ratings are affirmed by Fitch:

   * CenterPoint Energy, Inc.

     -- Senior unsecured debt 'BBB-';
     -- Unsecured pollution control bonds 'BBB-';
     -- Trust originated preferred securities 'BB+';
     -- Zero premium exchange notes (ZENS) 'BB+'.

   * CenterPoint Energy Houston Electric, LLC

     -- First mortgage bonds 'BBB+';
     -- General mortgage bonds 'BBB'
     -- $1.3 billion secured term loan 'BBB'.

   * CenterPoint Energy Resources Corp.

     -- Senior unsecured notes and debentures 'BBB';
     -- Convertible preferred securities 'BBB-'.


CENTURY COMMS: Adelphia Says Ex-CEO's $13M Claim Should be Cut
--------------------------------------------------------------
On July 1, 1997, Century Communications Corp. entered into an
agreement with Leonard Tow, pursuant to which he was employed as
Chief Executive Officer for a period through June 30, 1998,
followed by an advisory period of five years.  Brian E. O'Connor,
Esq., at Willkie Farr & Gallagher, LLP, in New York, relates that
Mr. Tow had the right to terminate the Employment Agreement upon a
"change in control," and will be entitled to the same amounts and
benefits he would be entitled if Century terminated the Agreement
other than for cause.

On March 5, 1999, Century agreed to merge with Adelphia
Acquisition Subsidiary, Inc., with Acquisition Subsidiary
surviving.  The Merger constituted a "change in control" as the
term was defined under the Employment Agreement.  As a result of
the change in control, Mr. Tow exercised his rights under the
Employment Agreement and terminated his employment with Century.

By agreement dated June 19, 1999, Mr. Tow and Century agreed to
fix the amounts of payments and benefits to which he was entitled
by virtue of the termination of his employment.  Toward that end,
the Termination Agreement provided for the creation of a special
payment trust, from which Mr. Tow would be paid the severance and
other prospective benefits resulting from the termination.

On October 1, 1999, the merger of Century into Acquisition
Subsidiary became effective.  On the Merger Effective Date,
Acquisition Subsidiary was renamed Arahova.

Under the Merger, Adelphia Communications Corporation agreed to
honor, and to cause Arahova to honor, all obligations arising
under the Employment Agreement and the Termination Agreement.  The
Termination Agreement also provides that all Century's obligation
to Mr. Tow and Mr. Tow's rights and remedies under the Employment
Agreement by reason of the termination, will subsist and survive
and remain in full force and effect.

On January 7, 2004, Mr. Tow along with his wife Claire Tow, filed
three identical claims for $13,460,526 each -- one against each of
the estates of ACOM, Arahova and Century.  The Employment Claims
asserted payments allegedly owed to Mr. Tow pursuant to the
Employment Agreement and the Termination Agreement.

Based on their books and records, the ACOM Debtors found that only
the estates of Century and ACOM bear liability for the Employment
Claims.  Accordingly, the ACOM Debtors ask the Court to disallow
the Employment Claim against Arahova -- Claim No. 9195 for
$13,460,526.

The Employment Claim against Century and the Employment Claim
filed against ACOM as guarantor are claims asserted by an employee
for damages resulting from termination of an employment contract,
thus, subject to the statutory cap under Section 502(b)(7) of the
Bankruptcy Code.  Consequently, the ACOM Debtors also ask the
Court to:

    (a) allow the Century Employment Claim as general unsecured
        claim in Century's case at the reduced amount of
        $1,324,676, to the extent not otherwise disallowed under
        Section 502(d); and

    (b) allow the ACOM Employment Guarantee Claim in the reduced
        amount equal to the difference between the allowed amount
        of the Century Employment Claim and the distribution by
        Century's estate on account of the Claim, to the extent
        the Tows receive less than a full recovery  on any
        allowed claim in respect of the Century Employment Claim.

To the extent any portion of the Century Employment Claim or the
ACOM Employment Guarantee Claim is not disallowed, the ACOM
Debtors ask the Court to subordinate the claims to a position
below all general unsecured claims asserted against Century or
ACOM, pursuant to Section 510(c).

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.

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the cable franchise in Leviton, Puerto Rico. (Adelphia
Bankruptcy News, Issue No. 80; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


CITICORP MORTGAGE: S&P Rates 13 Certificate Classes at Low-B
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
10 classes from three series of Citicorp Mortgage Securities
Inc.'s (CMSI) REMIC pass-through certificates.  Concurrently,
ratings are affirmed on 363 classes from 40 series.

The raised ratings reflect the good performance of the mortgage
loan pools and actual and projected credit support percentages
that adequately support the raised ratings.  Current credit
support for the classes with raised ratings has increased to an
average of 2.3x the credit support of the new rating level,
ranging from 2.14x for class B-2 of series 2003-4 to 2.8x for
class B-1 of series 2003-1.  The higher credit support percentages
resulted from significant principal prepayments and the shifting
interest structure of the transactions.  These deals have paid
down to well below 35% of their original principal balances.  As
of the January 2005 remittance date, the upgraded transactions had
total delinquencies below 1%, and 0.00% cumulative realized
losses.

The classes with affirmed ratings have remaining credit support
that should be sufficient to support the certificates at their
current rating levels.  The two series issued in 1990 have
experienced significant losses during their lifetime, and the
ratings on the series issued through 1989 are limited due to the
type of credit support.

Credit support for the transactions differs depending upon the
year of issuance.  All remaining CMSI series through 1989 have a
Citicorp-limited guarantee as the sole credit support.  Beginning
with series 1990-5, subordination and spread accounts were added
to the Citicorp guarantee for credit support.  Starting in 1991,
the Citicorp guarantee was replaced by an initial cash deposit.
Each series since 1993-14 has used the senior/subordinate
structure without any spread account.  Finally, series 1992-7 has
certificate guarantee insurance policies issued by MBIA Insurance
Corp. ('AAA' insurer financial strength rating).

                         Ratings Raised

                Citicorp Mortgage Securities, Inc.
                      REMIC Pass-Thru Certs

                                        Rating
             Series      Class        To      From
             ------      -----        --      ----
             2002-12     B-1          AAA     AA
             2002-12     B-2          AA+     A
             2002-12     B-3          A+      BBB
             2003-1      B-1          AA+     AA
             2003-1      B-2          AA      A
             2003-1      B-3          A       BBB
             2003-4      B-2          AA-     A
             2003-4      B-3          BBB+    BBB
             2003-4      B-4          BB+     BB
             2003-4      B-5          B+      B

                        Ratings Affirmed

                Citicorp Mortgage Securities, Inc.
                      REMIC Pass-Thru Certs

  Series      Classes                                  Rating
  ------      -------                                  ------
  1987-1      P-T                                        AA
  1987-3      A1                                         AA
  1987-10     A1                                         AA
  1988-1      A-3                                        AA
  1988-11     A-1                                        AA
  1988-17     A-1                                        AA
  1989-1      A-1                                        AA
  1989-13     A1                                         AA
  1989-19     A-1                                        AA
  1990-5      A-4, A-7                                   CC
  1990-9      A-3                                        B
  1992-7      A-1                                        AAA
  1993-14     A-3, A-4, A-5                              AAA
  1994-3      A-4, A-5, A-13                             AAA
  1994-5      A-7                                        AAA
  1994-6      A-3, A-4, A-5                              AAA
  1994-9      A-4, A-6, A-8                              AAA
  1994-12     A-3                                        AAA
  1995-2      A-7, A-8                                   AAA
  1998-5      A-1, A-3, A-4, M, B-1, B-2                 AAA
  1999-6      A                                          AAA
  1999-8      A-6, A-7                                   AAA
  2001-18     IA-12,IIA-1                                AAA
  2002-10     IA-4, IIA-1                                AAA
  2002-11   IA-4, IA-10, IA-13,IA-14,IIA-1               AAA
  2002-11   IIA-1, A-PO                                  AAA
  2002-12   IA-5, IA-6, IA-7, IA-8, IA-13, IA-14         AAA
  2002-12   IA-15, IA-PO, IIA-1                          AAA
  2003-1      A-2, A-3, A-3A, A-4, A-5, A-6, A-7         AAA
  2003-1      A-8, A-9, A-10, A-11, A-12, A-13, A-14     AAA
  2003-1      A-15, A-16, A-17, A-18, A-19, A-20, A-21   AAA
  2003-1      A-22, A-23, A-24, A-25, A-26, A-27, A-28   AAA
  2003-1      A-29, A-30, A-31, A-32, A-33, A-34, A-35   AAA
  2003-1      A-36, A-37, A-38, A-39, A-40, A-41, A-42   AAA
  2003-1      A-43, A-44, A-45, A-46, A-47, A-48, A-49   AAA
  2003-1      A-50, A-51, A-52, A-53, A-54, A-55, A-56   AAA
  2003-1      A-57, A-58, A-59, A-65                     AAA
  2003-3      A-1, A-2, A-3, A-3A, A-4, A-5, A-6, A-7    AAA
  2003-3      A-8, A-9, A-10, A-11, A-12, A-13, A-14     AAA
  2003-3      A-15, A-16, A-17, A-18, A-19, A-20, A-21   AAA
  2003-3      A-22, A-23, A-24, A-26, A-27, A-28, A-29   AAA
  2003-3      A-29A, A-30, A-31, A-32, A-33, A-PO        AAA
  2003-4      A-1, A-2, A-3, A-4, A-5, A-IO              AAA
  2003-4      B-1                                        AA
  2003-6      IA-1, IA-2, IA-3, IA-4, IA-IO, IA-PO       AAA
  2003-6      IIA-1, IIA-2, IIA-3, IIA-IO                AAA
  2003-6      B-1                                        AA
  2003-6      B-2                                        A
  2003-6      B-3                                        BBB
  2003-6      B-4                                        BB
  2003-6      B-5                                        B
  2003-7      A-1, A-PO, A-IO                            AAA
  2003-7      B-1                                        AA
  2003-7      B-2                                        A
  2003-7      B-3                                        BBB
  2003-7      B-4                                        BB
  2003-7      B-5                                        B
  2003-8      A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-8      A-9, A-10, A-11, A-12, A-13, A-14, A-15    AAA
  2003-8      A-16, A-PO, A-IO                           AAA
  2003-9      A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-9      A-9, A-10, A-11, A-12, A-13, A-14, A-15    AAA
  2003-9      A-16, A-17, A-18, A-19, A-20, A-21, A-22   AAA
  2003-9      A-23, A-24, A-PO, A-IO                     AAA
  2003-9      B-1                                        AA
  2003-9      B-2                                        A
  2003-9      B-3                                        BBB
  2003-9      B-4                                        BB
  2003-9      B-5                                        B
  2003-10     A-1, A-2, A-3, A-4, A-PO                   AAA
  2003-10     B-1                                        AA
  2003-10     B-2                                        A
  2003-10     B-3                                        BBB
  2003-10     B-4                                        BB
  2003-10     B-5                                        B
  2003-11     IA-1, IA-2, IA-3, IA-4, IA-5, IA-6         AAA
  2003-11     IA-7, IA-8, IA-PO, IA-IO,IIA-IO,IIA-1      AAA
  2003-11     IIA-2, IIA-3, IIA-4, IIA-5, IIA-6          AAA
  2003-11     IIA-7, IIA-8, IIA-9, IIA-10, IIA-11        AAA
  2003-11     IIA-12, IIA-13, IIA-14                     AAA
  2004-3      A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2004-3      A-8, A-9, A-10, A-11, A-12, A-PO           AAA
  2004-4      A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2004-4      A-8, A-9, A-10, A-11, A-12, A-13, A-PO     AAA
  2004-4      B-1                                        AA
  2004-4      B-2                                        A
  2004-4      B-3                                        BBB
  2004-4      B-4                                        BB
  2004-4      B-5                                        B
  2004-5      IA-1, IA-2, IA-3, IA-4, IA-5, IA-6         AAA
  2004-5      IA-7, IA-8, IA-9, IA-10, IA-11, IA-12      AAA
  2004-5      IA-13, IA-14, IA-15, IA-16, IA-17, IA-18   AAA
  2004-5      IA-19, IA-20, IA-21, IA-22, IA-23, IA-24   AAA
  2004-5      IA-25, IA-26, IA-27, IA-28, IA-29, IA-30   AAA
  2004-5      IA-31, IA-PO, IIA-1, IIA-2, IIA-3, IIA-4   AAA
  2004-5      IIA-5, IIA-6, IIA-PO, IIIA-1, IVA-1        AAA
  2004-5      IVA-2 IVA-3, IVA-PO                        AAA
  2004-5      B-4                                        BB
  2004-5      B-5                                        B
  2004-7      IA-1, IA-2, IA-3, IA-4, IA-5, IA-6         AAA
  2004-7      IA-7, IA-8, IA-PO, IIA-1, IIA-PO           AAA


CLEARLY CANADIAN: Completes $1-Mil Short-Term Loan with BG Capital
------------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC) had
completed a US$1,000,000 short term financing facility with BG
Capital Group Ltd.  The Company said it has since entered into a
letter of intent with BG Capital for an additional funding
facility.  Such additional funding is subject to Clearly Canadian
and BG Capital concluding definitive agreements, and thereafter,
obtaining any necessary regulatory and shareholder approvals.  The
Company will issue a further news release once definitive
agreements with BG Capital have been concluded.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
BG Capital has advanced US$1,000,000 to Clearly Canadian under a
secured loan agreement and demand note.  The BG Capital Loan bears
interest at a rate of 10% per annum and is payable within 90 days,
if demand for repayment is made by BG Capital.  As well, from the
Company's perspective, if it chooses to seek additional financing
from any third parties, then it will be required to pay a penalty
or break fee to BG Capital.  Such penalty would require Clearly
Canadian to pay all accrued and unpaid interest at the time of
such prepayment of the BG Capital Loan at a rate of 50% per annum.

                         About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities.  Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada, all of which
are profitable, with cumulative revenues in excess of US$100
million.  BG Capital has over 20 years of investor relations
experience as well as in-depth marketing and financial management
expertise.  It has an incredible track record of success in
identifying promising enterprises and profitably growing them with
an effective hands-on management style.

                      About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages
and products, including Clearly Canadian(R) sparkling flavoured
water, Clearly Canadian O+2(R) oxygen enhanced water beverage and
Tre Limone(R) which are distributed in the United States, Canada
and various other countries.

At September 30, 2004, Clearly Canadian's balance sheet showed a
$681,000 stockholders' deficit, compared to $1,125,000 in positive
equity at December 31, 2003.


COLLINS & AIKMAN: S&P Slices Rating, Citing Liquidity Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Collins & Aikman Corp. to 'B' from
'B+' and placed the rating on CreditWatch with negative
implications.  At the same time, the senior secured, senior
unsecured, and subordinated debt ratings on the company were also
lowered and placed on CreditWatch.

"The rating actions reflect our increased concerns about the
company's liquidity and financial flexibility amid an increasingly
difficult operating environment for automotive suppliers," said
Standard & Poor's credit analyst Martin King.  Collins & Aikman
has total debt of about $2 billion.

The company has been affected by deteriorating industry conditions
for automotive suppliers in recent months because of reduced
vehicle production, higher raw material costs, and more
constrained liquidity.  Weak production levels may continue later
in the year if the lackluster sales pace does not improve.

"Previously, we expected Collins & Aikman to show meaningful
improvements in its operating results during 2005 because of new
business additions and cost savings.  Current industry challenges,
however, will likely slow or negate the expected improvement," Mr.
King said.

Collins & Aikman, which makes vehicle interior products such as
instrument panels, carpet, and plastic components, purchases about
$1 billion of raw materials that are exposed to cost increases,
including steel and plastic-related commodities.


CONMED CORP: Schedules May 17 Annual Shareholders' Meeting
----------------------------------------------------------
CONMED Corporation's (Nasdaq: CNMD) Annual Meeting of Shareholders
will be held at the company's corporate offices, 525 French Road,
Utica, NY 13502 on Tuesday, May 17, 2005 at 3:30 P.M. (New York
Time).  Shareholders of record at the close of business on
March 30, 2005 shall be entitled to vote at the 2005 Annual
Meeting.

                        About the Company

CONMED is a medical technology company with an emphasis on
surgical devices and equipment for minimally invasive procedures
and monitoring.  The Company's products serve the clinical areas
of arthroscopy, powered surgical instruments, electrosurgery,
cardiac monitoring disposables, endosurgery and endoscopic
technologies.  They are used by surgeons and physicians in a
variety of specialties including orthopedics, general surgery,
gynecology, neurosurgery, and gastroenterology.  Headquartered in
Utica, New York, the Company's 2,800 employees distribute its
products worldwide from eleven manufacturing locations.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a rating of B2 for ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024.  Moody's also affirmed ConMed's existing ratings.  The
ratings outlook remains stable.

Moody's took these rating actions:

     (i) Assign a B2 rating on ConMed's $150 million senior
         subordinated convertible notes, due 2024

    (ii) Affirm the Ba3 rating on ConMed's $240 million guaranteed
         senior secured credit facility consisting of a
         $100 million revolving credit facility, due 2007, and a
         $140 million Term Loan B, due in 2009;

   (iii) Affirm ConMed's Senior Implied Rating of Ba3;

    (iv) Affirm ConMed's Senior Unsecured (non-guaranteed
         exposure) Issuer Rating of B1; and

     (v) Affirm a stable ratings outlook.

The ratings reflect steady and consistent internal revenue growth,
increasing operating cash flow, and a stable level of capital
expenditures required to support its business plan.  Despite
increased debt associated with the recent $80 million acquisition
of the Endoscopic Product Line from C. R. Bard and a higher debt
to capitalization ratio of 42%, ConMed's credit metrics have
improved.  By the end of the 2004, the ratio of earnings before
interest and taxes to interest is projected to expand to over
7.5 times and the ratio of adjusted free cash flow to adjusted
debt should improve to approximately 18%.


COOPER TIRE: Moody's Pares Preferred Rating to (P)Ba2 from (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Cooper Tire &
Rubber Company; senior unsecured to Baa3 from Baa2, and commercial
paper to Prime-3 from Prime-2.  The action concludes the review
announced in January 2005.  The downgrade reflects Moody's
expectations that Cooper's debt protection measures will remain
under pressure through 2005 as a result of the following
challenges.

First, although the recently concluded sale of Cooper Standard
Automotive (CSA) for $1.2 billion will improve Cooper's liquidity,
CSA had recently generated over 60% of Cooper's consolidated
earnings; the elimination of these earnings, in conjunction with
the company's plan to use proceeds to fund a $200 million share
repurchase and to reduce debt by $200 million, will result in a
material erosion in coverage measures.

Second, the operating performance of the remaining tire business
has been under pressure as a result of rising commodity prices and
supply constraints while it transitions its domestic manufacturing
and sources tires from Asia.  Cooper Tire's operating performance
will likely increase as a result of rising demand for higher
margin tires, resolution of its manufacturing transition, and
improving availability of lower-cost tires from overseas sources.
However, the pace and degree of this improvement remains
uncertain, and the near-term investment required to expand its
product offering and to complete its international initiatives
will be sizable.

Third, Cooper Tire will continue to face competitors in the global
tire market who benefit from greater size, geographic scope, and
financial flexibility.  Finally, uncertainties continue as to the
remaining application of the CSA sale proceeds.  As Cooper
contends with these near-term challenges, it will benefit from
considerable liquidity in the form of cash balances of over $450
million (pro forma of announced security purchases) and committed
bank facilities of $350 million compared with $574 million in debt
(pro forma of repurchase activity).

The stable outlook anticipates that Cooper Tire's operating
margins and debt protection measures will steadily improve as a
result of better demand fundamentals and the ability to source
product from lower-cost international facilities.  The outlook
also anticipates that the company will maintain a strong liquidity
position as it rebuilds its operating performance.

The ratings lowered are:

   * Senior Unsecured to Baa3 from Baa2

   * Commercial Paper to P-3 from P-2

   * Shelf filings for: Senior unsecured to (P)Baa3 from (P)Baa2

   * Preferred to (P)Ba2 from (P)Ba1

The downgrade reflects higher leverage, which the tire group will
have to service going forward.  Adjusting for the planned share
repurchase, debt reductions, and $107 million investment in Kumho,
Cooper's debt (including an estimate of the present value of
operating leases) would be approximately $630 million and cash
roughly $450 million.  On a pro forma basis adjusted debt (ex
pension)/ trailing EBITDAR from the continuing tire business would
be approximately 3.4 times when debt is measured on a gross basis.
However, the pace at which both shares and notes are repurchased
is uncertain.

In the interim both gross debt and cash balances may be higher
than these pro forma calculations.  Despite this strong liquidity
position Cooper's operating performance from the continuing
business has been weak with operating margins under 3% and
EBIT/coverage of continuing interest under two times.

Cooper Tire's most recent results have been negatively impacted
from a combination of rising raw material costs, manufacturing
transition and related efficiency issues in its domestic plants,
and limited availability of imported tires it had planned to fill
its medium and value product line offerings.  A price increase to
recover higher costs has been announced for March.  Transition,
sourcing and production efficiency issues are expected to be
resolved as 2005 progresses.

With North American replacement tire demand expected to grow in
the 2.5%-3.0% range in 2005 and the traditional seasonal weighting
of sales in the 3rd and 4th quarters, the scope for higher
revenues and better results ought to improve through the year,
thereby lowering leverage multiples over time.  Cooper is also
expected to increase its reinvestment in the tire business and
joint ventures in Asia such that free cash flow from continuing
operations will be constricted.  In the interim the company will
retain substantial cash balances and is expected to keep
substantial committed credit facilities (currently $350 million)
to maintain excellent liquidity over the coming year.

Cooper Tire continues with a reasonable market share in the North
American replacement tire business, which historically (excluding
the 2000-2003 period influenced by large re-call programs) has
experienced stable demand and prospectively should return to
annual growth rates in the 2.5% range.  It has established
consumer brand names and distribution channels.  Further, its
balance sheet will continue with substantial liquid assets and
tangible net worth.

Its pension funding requirements post the recent supplemental
contributions are also manageable.  Over time the domestic
manufacturing transition and international sourcing for medium and
value product offerings should result in improved margins and cash
flow metrics through expanded product offerings with higher
margins and a competitive cost structure.

The company continues to face larger global competitors with
substantial resources.  Cooper Tire is concentrated in the North
American market with its international revenues currently
representing roughly 10% of revenues.  Achieving price
realizations to offset rising raw material costs will be an
ongoing challenge although all competitors face similar pressures.
Uncertainty over the re-investment of the remaining CSA sale
proceeds, the timing at which portfolio and other investments in
the tire business may generate cash returns, or the potential for
further share holder return actions also flavor the risk
environment.  Further, Cooper's capitalization will be leveraged
with gross adjusted debt (ex-pension)/ EBITDAR on a trailing basis
at levels unrepresentative of investment grade credits, which in
turn focuses attention on the prospective use of the remaining
cash and how quickly operating margins improve.

In order to become more solidly positioned within the Baa3 rating
Cooper will need to make steady progress in strengthening its
operating results while maintaining sound liquidity.  This
progress would be reflected in annual operating margins of 5%,
EBIT/I coverage of 4 times, and debt to sustained levels of EBITDA
of under 2 times.

Factors that could result in lower ratings include: erosion in
market share; deterioration in operating margins from an inability
to realize pricing actions to offset higher raw material costs; an
aggressive use of the remaining liquid assets in additional
shareholder return actions that would take debt to capitalization
levels towards 50%, or higher, or leave debt/EBITDA significantly
higher than 2 times; stagnant or deteriorating EBITDA generation
which would cause debt/EBITDA to remain greater than 2 times; or
if retained cash flow to balance sheet debt is not being generated
in excess of 25%.

Cooper Tire & Rubber Company specializes in the design,
manufacture and sale of passenger car, light and medium truck,
motorcycle and racing tires as well as tread rubber and related
equipment.  The company is headquartered in Findlay, Ohio and has
39 global manufacturing, sales, distribution, technical and design
facilities.


CREDIT SUISSE: Fitch Holds B+ Rating on $5.1MM Mortgage Securities
------------------------------------------------------------------
Fitch Ratings affirms the following classes of Credit Suisse First
Boston Mortgage Securities 1995-M1:

    -- $36.1 million class A at 'AAA';
    -- $5.5 million class B at 'AA';
    -- $7.8 million class C at 'A';
    -- $2.8 million class D at 'BBB-';
    -- $5.1 million class E at 'B+';
    -- Interest-only class AX at 'AAA'.

The $1.5 million class F-1 and $1.2 million class F-2 remain rated
'CCC'.

Fitch does not rate the $185,355 class G-1 certificates.  Class
G-2, also not rated by Fitch, has been reduced to zero due to
realized losses.

The rating affirmations are the result of paydown and ongoing
concerns regarding the borrower's ability to meet debt service
obligations due to the expiration of their low income housing tax
credits -- LIHTC.

As of the January 2005 distribution report the transaction balance
has decreased 21% to $60 million from $77.9 million at issuance.
Twenty of the transaction's 28 original loans remain outstanding.
There is one delinquent loan (1.22%), located in Crosby,
Minnesota, which is currently with the special servicer.  The
special servicer is in the process of foreclosing on the property,
losses may affect class F-2 upon liquidation of the property.

The transaction is composed of LIHTC properties.  Tax credits are
earned over 15 years and paid out over 10 years.  All loans in the
transaction have ended their tax-free period.  Fitch is concerned
that the borrowers may have difficulty funding debt service
without the tax credits.

The transaction's structure is such that losses are absorbed by
classes depending on the originator of the disposed loan, with
Dynex originated loans absorbed first by class G-2, then G-1,
followed by F-2 and F-1.  CBA originated loans first to class G-1,
then G-2, followed by classes F-1 and F-2.


CREDIT SUISSE: Fitch Assigns Low-B Rating on Six Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings downgrades the Credit Suisse First Boston's - CSFB
-- commercial mortgage pass-through certificates, series 2001-CF2:

    -- $5.5 million class N to 'CCC' from 'B-'.

   In addition, Fitch affirms these following classes:

    -- $6.2 million class A-1 'AAA';
    -- $153.8 million class A-2 'AAA';
    -- $129.8 million class A-3 'AAA';
    -- $523.2 million class A-4 'AAA';
    -- Interest-only classes A-CP and A-X 'AAA';
    -- $43.8 million class B 'AA+';
    -- $49.3 million class C 'A+';
    -- $10.9 million class D 'A';
    -- $16.4 million class E 'A-';
    -- $18.9 million class F 'BBB+';
    -- $14 million class G 'BBB'.
    -- $16.4 million class H 'BB+';
    -- $21.9 million class J 'BB';
    -- $8.2 million class K 'BB-';
    -- $9.3 million class L 'B+';
    -- $9.9 million class M 'B'.

Fitch does not rate the $7.1 million class O, $14.8 million class
NM-1, $17.1 million class NM-2, or $1 million class RA
certificates.

The downgrade is due to the expected losses on several of the
specially serviced loans.  As of the February 2005 distribution
date, the pool's aggregate collateral balance has been reduced by
approximately 4.5%, to $1.077 billion from $1.128 billion at
issuance.

Currently, 10 loans (2.4%) are in special servicing, with losses
expected on several of these loans.  The largest loan in special
servicing (0.9%) is secured by an office property located in
Olivette, Missouri, and is 90 plus days delinquent.  The loan was
transferred to the special servicer in November 2004 as a result
of an increase in vacancy due to lease expirations.  The three
largest tenants of the property, representing 54.3% of the total
leasable area, announced they would not renew their leases
following their expiration.

The second largest specially serviced loan (0.5%) is an office
property located in Tampa, Florida, and is 90 plus days
delinquent.  The loan was transferred to the special servicer in
February 2004 as a result of an increase in vacancy.


DAVITA INC: S&P Puts Low-B Ratings to Proposed $4.5 Billion Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on dialysis services provider DaVita, Inc., to 'BB-' from
'BB'.  At the same time, Standard & Poor's assigned its 'BB-'
senior secured debt rating and '2' recovery rating to the
company's proposed $250 million senior secured revolving credit
facility due in 2011, to its proposed $250 million senior secured
term loan A due in 2011, and to its proposed $2.650 billion senior
secured term loan B due in 2012.

Standard & Poor's also assigned its 'B' unsecured debt rating to
DaVita's proposed $500 million of senior unsecured notes due in
2013 and assigned its 'B' subordinated debt rating to the
company's proposed $850 million of senior subordinated notes due
in 2015.

Also, Standard & Poor's removed its ratings on DaVita's existing
debt from CreditWatch (where they were placed with developing
implications on Dec. 7, 2004) and withdrew all its ratings on that
debt, which will be refinanced.  The outlook is stable.

The company is expected to use the proceeds from the term loans,
unsecured notes, and subordinated notes, in addition to
$25 million of revolving credit borrowings and about $214 million
of on-hand cash, to acquire the U.S. assets of Gambro AB. DaVita
will pay nearly $3.1 billion to purchase the U.S. assets,
$1.359 billion to repay existing debt, and about $80 million to
pay accrued interest and deal-related fees and expenses.

Pro forma for the transaction, DaVita will have approximately
$4.3 billion of total debt outstanding.

"The ratings on DaVita, Inc., reflect its dependence on the
treatment of a single disease state, which makes it vulnerable to
cuts or insufficient increases in third-party reimbursement
rates," said Standard & Poor's credit analyst Jesse Juliano.  "The
ratings also reflect the company's cost-management challenges, the
integration risks associated with the Gambro transaction, and
DaVita's aggressive financial policies.  These factors are partly
offset by the stabilizing effects of DaVita's recurring revenue
stream, a large clinic network with a leading U.S. market
position, and the company's attractive growth prospects."

Pro forma for the Gambro transaction, El Segundo, California-based
DaVita will almost double its number of centers to more than
1,200.  The company owns and operates dialysis centers throughout
the U.S. that provide hemodialysis and ancillary services, mainly
on an outpatient basis, to those suffering from chronic kidney
failure.  DaVita also provides acute inpatient dialysis services.



DLJ MORTGAGE: Fitch Assigns BB+ Rating on $26.9MM Mortgage Cert.
----------------------------------------------------------------
DLJ Mortgage Acceptance Corp., commercial mortgage pass-through
certificates, series 1997-CF1:

    -- $97.1 million class A-1B at 'AAA';
    -- $24.7 million class A-2 at 'AAA';
    -- $31.3 million class A-3 at 'AA-';
    -- Interest-only class S at 'AAA';
    -- $26.9 million class B-1 at 'BB+'.
    -- Classes B-2, B-3, B-4 and C are not rated by Fitch. Class
       A-1A has been paid in full.

The rating affirmations reflect the transaction's current stable
performance.  As of the February 2005 distribution date, the
pool's aggregate certificate balance has been reduced 54.3% to
$204.9 million from $448 million at issuance.  The deal has
realized losses in the amount of $38.3 million since issuance.

There are currently two loans (2.3%) in special servicing which
are real-estate owned -- REO -- and losses are expected.  The
largest specially serviced loan (1.3%) is a hotel property located
in Beaufort, South Carolina.  The property is currently under
contract with a prospective purchaser.  The second largest loan
(0.9%) is an industrial property located in Warren, Michigan.  The
property is currently listed for sale and the special servicer is
currently evaluating a purchase order.


DMX MUSIC: Section 341(a) Meeting Slated for Mar. 24
----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of DMX Music
Inc., and its debtor-affiliates' creditors at 2:00 p.m., on
March 24, 2005, at J. Caleb Boggs Federal Court House, 844 King
Street, 2nd Floor, Room 2112, Wilmington, Delaware 19801.  This is
the first meeting of creditors required under 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 Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/--is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


DMX MUSIC: Wants to Hire Giuliani Capital as Financial Consultants
------------------------------------------------------------------
DMX Music Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Giuliani Capital Advisors, LLC, as their financial consultants and
restructuring advisors.

Giuliani Capital is expected to:

   a) advise the Debtors with strategies regarding the potential
      sale of their capital stock or all or substantially all of
      the assets and liabilities of the Debtors' businesses, and
      assist the Debtors in preparing a descriptive memorandum for
      the potential sale;

   b) assist the Debtors in contacting prospective buyers for the
      potential sale of their assets and advise the Debtors in
      negotiations regarding the sale of those assets;

   c) advise the Debtors' management with respect to available
      capital restructuring and financing alternatives, and in
      preparing for meeting and presenting information to parties
      in interest and their respective advisors;

   d) analyze the Debtors' quality of earnings and cash flow from
      buyers, balance sheet accounts and working capital trends
      from prospective buyers;

   e) assess the Debtors' nonrecurring or unusual transactions and
      aggressive or conservative accounting policies and
      facilitate efficiency of buyer due diligence process;

   f) assist the Debtors' management in responding to buyer
      questions and in preparation of closing financial schedules;
      and

   g) provide all other financial and restructuring advisory
      services to the Debtors that are necessary in their chapter
      11 cases.

Marc Bilbao, a Managing Director at Giuliani Capital, discloses
that the Firm received a $125,000 retainer.

Mr. Bilbao reports Giuliani Capital's terms of compensation:

   a) upon a completion of a successful asset sales transaction, a
      Transaction Fee equal to .90% for an asset sale valued at
      $90 million, a Transaction Fee equal to 1% for a sale valued
      from $90 million to $115 million, a Transaction Fee equal to
      1.5% for a sale valued from $115 million to $125 million,
      and  a Transaction Fee equal to 3% for a sale valued at over
      $125 million;

   b) for Restructuring Advisory services:

       (i) a Monthly Fee of $100,000 commencing from the
           Petition Date up to a period of five months, and

      (ii) a $250,000 Restructuring Fee upon confirmation of a
           plan of reorganization.

Giuliani Capital assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/--is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


DURA AUTOMOTIVE: Insulates New CFO From Any Change in Control
-------------------------------------------------------------
Dura Automotive Systems, Inc., entered into a Change of Control
Agreement with Keith Marchiando, the Company's newly appointed
Chief Financial Officer.  The Agreement, signed March 1, 2005,
provides that if Mr. Marchiando's employment is terminated within
six months preceding (in contemplation of a change of control) or
two years following the occurrence of a change of control, then
Mr. Marchiando will be entitled to:

   (i) receive a lump sum severance benefit equal to three year's
       base salary plus his average annual incentive compensation,

  (ii) receive all base salary accrued but not paid and any
       vacation accrued but not used as of the termination date,

(iii) receive any unpaid incentive compensation for the year
       prior to the termination date and the pro rata incentive
       compensation for the time elapsed during the year in
       which the termination occurs,

  (iv) elect to continue health and dental coverage for 36 months,

   (v) receive a lump sum benefit payment equal to the amount
       he would have been entitled to receive under the 2003
       Supplemental Executive Retirement Plan as of the
       termination date assuming he had 10 additional years of
       service, and

  (vi) extend the exercise period of stock options granted to
       Mr. Marchiando under the 1998 Stock Incentive Plan that
       are exercisable as of the termination date or pursuant
       to the change of control.

The Company's obligation to provide severance benefits is
conditioned upon Mr. Marchiando's delivery of a general release of
claims.

This Agreement with Mr. Marchiando is substantially the same as
similar agreements executed by other Dura executives previously
disclosed in regulatory filings with the Securities and Exchange
Commission.

                       About the Company

DURA Automotive Systems, Inc. -- http://www.duraauto.com/-- is
the world's largest independent designer and manufacturer of
driver control systems and a leading global supplier of seating
control systems, engineered assemblies, structural door modules
and integrated glass systems for the global automotive industry.
The company is also a leading supplier of similar products to the
North American recreation and specialty vehicle markets.  DURA
sells its automotive products to every North American, Japanese
and European original equipment manufacturer (OEM) and many
leading Tier 1 automotive suppliers.  DURA is headquartered in
Rochester Hills, Mich.

                         *     *     *

         Senior Secured Lenders Relax Financial Covenants

As reported in the Troubled Company Reporter last week, DURA
Automotive Systems, Inc. (Nasdaq:DRRA), completed an amendment to
its senior secured revolving credit facility.  "The amendment
ensures DURA covenant relief over the next six quarters and will
provide the company with significantly improved liquidity," the
Company said in a press release.

The Lenders agree to allow the Company's:

   (a) Total Debt to EBITDA Ratio to be something higher than
       5.0:1.0;

   (b) Senior Leverage Ratio to be exceed 2.5:1.0 by some amount;
       and

   (c) Interest Coverage Ratio to fall below 2.0:1.0.

DURA AUTOMOTIVE SYSTEMS, INC., as Parent Guarantor, and DURA
OPERATING CORP., TRIDENT AUTOMOTIVE LIMITED, DURA HOLDING GERMANY
GMBH, DURA AUTOMOTIVE SYSTEMES EUROPE S.A., DURA AUTOMOTIVE
SYSTEMS (CANADA), LTD., as Borrowers, are parties to a
U.S.$323,125,000 AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of March 19, 1999, as amended and restated as of October 31, 2003,
under which BANK OF AMERICA, N.A., serves as Collateral Agent and
Syndication Agent, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC,
COMERICA BANK, STANDARD FEDERAL BANK, N.A., U.S. BANK NATIONAL
ASSOCIATION, and WACHOVIA BANK, N.A., serve as Co-Documentation
Agents, and JPMORGAN CHASE BANK, serves as Administrative Agent.
As of Oct. 31, 2003, the members of the Lending Consortium were:

    * JPMORGAN CHASE BANK
    * BANK OF AMERICA, N.A.
    * THE BANK OF NOVA SCOTIA
    * COMERICA BANK
    * STANDARD FEDERAL BANK N.A.
    * U.S. BANK, NATIONAL ASSOCIATION
    * WACHOVIA BANK, N.A.
    * BARCLAYS BANK PLC and
    * FIFTH THIRD BANK, EASTERN MICHIGAN.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service downgraded certain ratings for Dura
Operating Corp., its direct parent Dura Automotive Systems, Inc.,
and subsidiary Dura Automotive Systems Capital Trust.  The outlook
following these rating actions was changed to stable from
negative.

The rating actions were driven by Dura Automotive's persistently
high leverage, which Moody's determined to be inconsistent with
peers at the Ba3 senior implied level, together with the company's
inability to realize material debt reduction over the past year
and its weakening effective liquidity, margin compression, and
long lead times necessary to realize organic net new business
growth.

The specific rating actions implemented for Dura Holdings and Dura
Operating are:

  -- Affirmation of the Ba3 rating assigned for Dura Operating's
     approximately $322 million of guaranteed senior secured
     credit facilities, consisting of:

  -- $175 million revolving credit facility due October 2008;

  -- $146.6 million remaining term loan C due December 2008;

  -- Downgrade to B2, from B1, of the ratings for Dura's existing
     $400 million of 8.625% guaranteed senior unsecured notes due
     April 2012 (consisting of $350 million and $50 million
     tranches, respectively);

  -- Downgrade to B3, from B2, of the ratings of Dura's $456
     million of 9% guaranteed senior subordinated notes due May
     2009;

  -- Downgrade to B3, from B2, of the rating for Dura's Euro 100
     million of 9% guaranteed senior subordinated notes due May
     2009;

  -- Downgrade to Caa1, from B3, of the rating for Dura
     Automotive Systems Capital Trust's $55.25 million of 7.5%
     convertible trust preferred securities due 2028;

  -- Downgrade to B1, from Ba3, of the senior implied rating for
     Dura Holdings;

  -- Affirmation of the B2 senior unsecured issuer rating for
     Dura Holdings;

  -- Downgrade to SGL-3, from SGL-2 of Dura Holdings' speculative
     grade liquidity rating.

The rating downgrades reflect that Dura Automotive was
unsuccessful at achieving meaningful debt or leverage reduction
over the past year, despite successful implementation of several
actions directed at improving the company's near-term cost
structure and future revenue and margin base.


EL PASO: Closes Sale of Cedar Brakes Subsidiaries for $94 Million
-----------------------------------------------------------------
El Paso Corporation (NYSE: EP) has closed the sale of the equity
interests in its Cedar Brakes I and Cedar Brakes II subsidiaries
to wholly owned subsidiaries of Arroyo Energy Investors LP, a
Houston-based affiliate of The Bear Stearns Companies Inc. (NYSE:
BSC), for cash proceeds of approximately $94 million.  The
purchase price was reduced from the previously announced
$106 million by equity distributions of approximately $12 million
received by El Paso in 2005.

As part of the closing, El Paso Marketing, L.P., El Paso's
marketing subsidiary, has paid Constellation Energy Commodities
Group, Inc., $240 million and transferred its obligations to
supply power to the Cedar Brakes I and II entities to
Constellation.

The sale eliminates approximately $575 million of associated non-
recourse debt from El Paso's balance sheet as of Dec. 31, 2004.
The equity sale will result in a book loss of approximately
$227 million, and El Paso will also realize an approximate
$30 million loss in its trading book from the transfer of the
contracts to Constellation, both of which will be reflected in El
Paso's Dec. 31, 2004, financial results.

This sale is part of El Paso's plan to sell its domestic power
restructuring portfolio as part of its long-range plan to reduce
the company's debt, net of cash, to approximately $15 billion by
year-end 2005.  To date, the company has announced or closed
approximately $4.2 billion of asset sales.  Also, these announced
or closed asset sales will eliminate approximately $1.6 billion of
associated non-recourse debt from El Paso's balance sheet.

An asset sales tracker that shows all of the announced and
completed asset sales is posted at http://www.elpaso.com/under
Investor Resources.

                        About the Company

El Paso Corporation -- http://www.elpaso.com/--provides natural
gas and related energy products in a safe, efficient, dependable
manner.  The company owns North America's largest natural gas
pipeline system and one of North America's largest independent
natural gas producers.

The Cedar Brakes I and II entities supply power to Public Service
Electric and Gas Company. They were created as part of El Paso's
power restructuring business under which the company restructured
above- market, long-term power purchase agreements originally tied
to certain older power plants. El Paso is no longer engaged in
restructuring power purchase contracts.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.

El Paso has closed or announced assets sales over the last 18
months including oil refining business, much of its domestic power
operations, its ownership of GulfTerra Energy Partners L.P., and
certain noncore exploration and production and pipeline assets.

The sales have yielded about $4 billion of proceeds, well within
management's projected range. The sales are an important step
toward streamlining El Paso's business and building adequate
liquidity to meet looming debt maturities.

Although the majority of the sales are complete, incremental
sales, including power generation plants in Asia, are being
considered. Once the divestitures are accomplished, El Paso will
concentrate on two primary businesses, natural gas pipelines and
E&P.


EXIDE TECH: Gordon Ulsh Replaces Craig Muhlhauser as Pres. & CEO
----------------------------------------------------------------
The Board of Directors of Exide Technologies (NASDAQ:XIDE), a
global leader in stored electrical-energy solutions, has appointed
Gordon A. Ulsh, 58, as the Company's new President and Chief
Executive Officer, effective April 2, 2005.  He succeeds Craig H.
Muhlhauser, who is leaving the Company after successfully leading
Exide out of Chapter 11 bankruptcy protection.

Mr. Ulsh currently is Chairman, President and CEO of Texas-based
FleetPride Inc., the nation's largest independent aftermarket
distributor of heavy-duty truck parts.

John P. Reilly, Exide's Chairman of the Board, said: "Gordon Ulsh
is the ideal candidate to build on the solid foundation that Craig
Muhlhauser and his team have established during the past few
years.  Gordon is a seasoned leader who has experience with many
of Exide's customers and suppliers, and his practical, no-nonsense
approach to business will be invaluable as Exide continues its
operational restructuring and pursues new opportunities for growth
and improved profitability."

Prior to joining FleetPride in 2001, Mr. Ulsh worked with
Ripplewood Equity Partners, providing analysis of automotive
industry segments for investment opportunities.  Earlier, he
served as President and Chief Operating Officer of Federal-Mogul
Corporation in 1999 and as head of its Worldwide Aftermarket
Division in 1998.  Prior to Federal-Mogul, he held a number of
leadership positions with Cooper Industries, including Executive
Vice President of its automotive products segment.  Mr. Ulsh
joined Cooper's Wagner Lighting business unit in 1984 as Vice
President of Operations, following 16 years in manufacturing and
engineering management at Ford Motor Company.

"I am excited about joining Exide's management team and helping in
the task of restructuring and growing its businesses," Mr. Ulsh
said.  "I look forward to working with the Board, our employees,
customers and suppliers to maximize the value of the Company for
our shareholders."

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B+' from 'BB-'.

"The action was taken because of the company's weak operating
performance amid high commodity costs, and increased debt levels
that will result from a proposed new debt offering.  It also
reflects the difficult operating environment facing the company,"
said Standard & Poor's credit analyst Martin King.

Moody's Investors Service also assigned a Caa1 rating for the
proposed $350 million issuance of senior unsecured notes by Exide
Technologies, Inc.  The proceeds of these notes will be used
primarily for the purpose of repaying approximately $250 million
of term loan indebtedness under the company's existing guaranteed
senior secured credit agreement.  The approximately $85 million of
excess proceeds expected to be realized after accounting for
fees, expenses, and accrued interest will be retained in the
company for general corporate purposes.  The proposed notes
offering should thereby improve Exide's available liquidity to
cover increased commodity costs, capital investment, additional
restructuring programs, and other operating needs or actions.

Moody's confirmed Exide's B1 guaranteed senior secured facility
ratings.  The confirmations specifically presume that a
significant reduction in outstanding term loans will occur as a
result of the proposed senior notes issuance.  In the event that
Exide does not successfully execute the proposed senior notes
offering, the guaranteed senior secured debt facility ratings
would have to be lowered to B2.


FAIRFAX FINANCIAL: Fitch Assigns B+ Rating on Senior Debt
---------------------------------------------------------
Fitch Ratings published a detailed report today on Fairfax
Financial Holdings Limited.  Currently, Fairfax's 'B+' senior debt
rating, as well as the ratings of its insurance affiliates is
under review with negative implications.  The report is available
on the free portion of Fitch's web site at
http://www.fitchratings.com/and can be located under 'Financial
Institutions,' 'Insurance,' and 'Research Highlights.'

Fitch plans to consider Fairfax's Rating Watch after a review of
Fairfax's detailed annual financial disclosures.  Fitch remains
concerned with the level and quality of public disclosures by the
company, particularly in light of the complexity resulting from
the significant volume of intercompany transactions.  Fitch will
consider withdrawing the ratings if it is determined that the
company's year-end 2004 disclosures do not allow for a reasonable
assessment of the level or direction of Fairfax's
creditworthiness.

Excerpt from the report summary:

'Fairfax Financial Holdings Limited's 'B+' senior debt rating and
Negative Rating Watch status reflects Fitch's view that the
company's long-term credit fundamentals remain challenged.
Financial and reinsurance leverage is high.  Core operating
earnings are weak and realized gains have been the primary
earnings source in recent years.  The company's ability to service
subsidiary and holding company obligations has been reliant on
sources other than organic earnings and likely will continue to
be.  Based on Fairfax's competitive position in the U.S. market,
Fitch believes it is more vulnerable to commercial lines price
softening and a shifting preference to higher rated insurers than
peers.

The ratings also consider the company's continued liquidity
challenges.  These have subsided in recent quarters but only due
to substantial funds generated via capital market activity, the
realization of material investment gains, and a restructuring of
its debt.  Furthermore, Fitch believes that a number of management
actions, while providing short-term benefits, have further limited
future financial flexibility.  The very need to take these actions
is a reflection of the challenges management faces in maintaining
organizational viability.

These include:

  i) the transfer of a support agreement related to a run-off
     operation's obligation from Fairfax and to a partially owned
     subsidiary;

ii) changes in the structure of the organization's letters of
     credit, which Fitch believes may provide inferior claims-
     paying capacity and raises concerns regarding the potential
     for 'double pledging' of the assets securing the facility;

iii) the extensive utilization of internal and external income
     smoothing/capital enhancing financial reinsurance, which has
     negatively affected investment income; and

     sales of minority stakes in profitable operating segments,
     which has decreased available operating cash flow.

Fitch believes that Fairfax will continue to be seriously
challenged over the near to mid term.  The key to its future
success and viability is the return of meaningful and reliable
parental dividend flow from its operating subsidiaries in the form
of core earnings.  Investment gains and repeated access to the
capital markets is likely not a viable long-term alternative.
However, weak fundamentals and legacy issues represent
considerable hurdles at the operating level.

Therefore, despite Fairfax's recent replenishment of holding
company cash via the sale of subordinated common stock, Fitch
would not be surprised by any of these:

      i) another major restructuring;

     ii) further asset sales over the near to intermediate term;
         segregation or consolidation of the runoff operations;
         and

    iii) the unwinding of intercompany transactions between run-
         off and ongoing entities.'

Fitch's ratings of Fairfax are based primarily on public
information.

These have a Negative Rating Watch by Fitch:

   Fairfax Financial Holdings Limited

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

   Crum & Forster Holdings Corp.

          -- No action on senior debt 'B'.

   TIG Holdings, Inc.

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

The members of the Fairfax Primary Insurance Group:

     Crum & Forster Insurance Co.
     Crum & Forster Underwriters of Ohio
     Crum & Forster Indemnity Co.
     Industrial County Mutual Insurance Co.
     The North River Insurance Co.
     United States Fire Insurance Co.

   Zenith Insurance Co. (Canada)

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

The members of the Odyssey Re Group:

     Odyssey America Reinsurance Corp.

     Odyssey Reinsurance Corp.

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

Members of the Northbridge Financial Insurance Group:

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

   Markel Insurance Co. of Canada

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

The members of the TIG Insurance Group:

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

   TIG Specialty Insurance Company

     -- No action on insurer financial strength 'BB+';

     Ranger Insurance Co.

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


FOOTSTAR INC: Court Okays Exclusive Period Extension Until Apr. 13
------------------------------------------------------------------
The Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
the Southern District of New York put his stamp of approval on
Footstar Inc. and its debtor-affiliates' request for more time to
solicit acceptances of its chapter 11 plan of reorganization.  The
Court extended Footstar's exclusive solicitation period to
Apr. 13, 2005.

Footstar and its affiliates filed a Joint Plan of Reorganization
in Nov. of 2004.  That Plan is dependent on the assumption of the
master agreement governing the company's relationship with Kmart
Corp.  Since Kmart doesn't want the agreement to be assumed, the
matter has yet to be resolved in Court.  Unless the Court issues a
favorable decision regarding the assumption motion, Footstar can't
distribute its approved disclosure statement and solicit
acceptances of their Plan.

                       Kmart Kerfuffle

In a Decision dated February 16, 2005, Judge Hardin rejected
Kmart's contention that, as a matter of law, Footstar couldn't
assume the contract.  Judge Hardin's Feb. 16 Decision left Kmart's
complaints about Footstar's breaches of the contract and Kmart's
questions about Footstar's ability to provide adequate assurance
of future performance on the table.  A copy of that 14-page
Decision is available at no charge at:

     http://bankrupt.com/misc/Footstar-Feb-16-Decision.pdf

Kmart also met resistance from Judge Hardin when it tried to give
Footstar the boot from 50 store locations sold to Sears, Roebuck &
Co. last year.  Sears converted those stores to Sears Essentials
formats.

"You might have the right to lift the automatic stay but certainly
you have to seek permission to do so," Tom Becker and Bloomberg
News, relates Judge Hardin told Kmart at a hearing in White Plains
last month.  "As of right now, the automatic stay exists and
prevents interference with whatever Footstar is doing," Judge
Hardin continued.

Kmart issued a statement following these rulings expressing its
disagreement with Judge Hardin.  "We have many additional
substantial arguments why the contract cannot be assumed, none of
which has as yet been addressed by the court," Kmart said.  "Kmart
remains confident in the strength of its legal position."

                       Plan Progress

The exclusive period extension will give Footstar more time to
solicit acceptances of its current Plan or formulate an
alternative plan.

As reported in the Trouble Company Reporter on November 24, 2004,
the two-option Plan contemplates either a reorganization
transaction on a stand-alone basis or a sale transaction.
Footstar's enterprise value as estimated in the Plan is in the
range of $113 to $139 million.

Should there be a sale transaction, the Plan provides for the
establishment of a Liquidating Trust or the appointment of a Plan
Administrator who will take charge of the distributions to
creditors and interest holders.

The Amended Disclosure Statement states that Kmart Corp. has
shareholder agreements relating to its 49% equity interest in
certain Shoemart Subsidiaries.  Kmart may object to a Sale
Transaction as being not appropriate in light of the shareholder
agreements and the anti-assignment provisions contained in the
shareholder agreements.  If Kmart objects to a sale transaction,
there could be no assumption that the Bankruptcy Court will
approve the sale transaction.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRANK'S NURSERY: Files Plan of Reorganization in New York
---------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTCBB:FNCN) delivered its proposed
plan of reorganization and related draft disclosure statement to
the United States Bankruptcy Court for the Southern District of
New York last week.

The Plan is predicated on the Debtor retaining approximately 40
parcels of real estate which will be developed by the reorganized
Company.  The Plan was developed after extensive negotiations
among the Company, its major shareholders, the official committee
of unsecured creditors appointed in the Chapter 11 case and the
Company's secured lender.

Funding for the Plan will be provided by certain existing
shareholders of the Company in the form of convertible notes in
the aggregate amount of up to $120 million and a $20 million
equity investment.  If confirmed, the Plan generally will provide
that all unsecured claims will be paid in full plus post-petition
interest.  Shareholders that hold less than 5,000 shares will
receive $.75 per existing share in cash.  Shareholders who hold
greater than 5,000 shares will be provided the option either to
receive $.75 per existing share in cash, or to exchange their
existing shares for shares in the reorganized Company (subject to
dilution) and the right to invest in the convertible notes and
equity issued by the reorganized Company, which right may be
exercised by shareholders that are accredited investors and hold
at least 200,000 shares.

Thursday's filing is a major step in the Company's reorganization
proceedings.  The Disclosure Statement is subject to approval of
the Bankruptcy Court before being mailed to parties-in-interest
for solicitation of their approval of the Plan.  A hearing to
consider approval of the Disclosure Statement is currently
scheduled for April 7, 2005.  If the Disclosure Statement is
approved and the Plan is confirmed by the Bankruptcy Court at a
subsequent hearing, it is expected that the Company will emerge
from Chapter 11 in the summer of 2005.  However, there can be no
assurance that Disclosure Statement will be approved or that the
Plan will be confirmed.

The Company operated the largest chain (as measured by sales) in
the United States of specialty retail stores devoted to the sale
of lawn and garden products.  Frank's has concluded an orderly
wind-down of its store operations by completing going out of
business sales at its locations and has also sold or rejected
substantially all of its leasehold interests.

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.,
operated the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and
garden products.  Frank's Nursery and its parent company, FNC
Holdings, Inc., each filed a voluntary chapter 11 petition in the
U.S. Bankruptcy Court for the District of Maryland on
Feb. 19, 2001.  The companies emerged under a confirmed chapter 11
plan in May 2002.  Frank's Nursery filed another chapter 11
petition on September 8, 2004 (Bankr. S.D.N.Y. Case No. 04-15826).
Allan B. Hyman, Esq., at Proskauer Rose LLP, represents the
Debtor.  In the Company's second bankruptcy filing, it listed
$123,829,000 in total assets and $140,460,000 in total debts.


GS MORTGAGE: Moody's Holds Ba2 Rating on $28.183MM Class G Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of five classes of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1998-GL II:

   * Class A-1, $91,610,002, Fixed, affirmed at Aaa

   * Class A-2, $694,315,000, Fixed, affirmed at Aaa

   * Class X, Notional, affirmed at Aaa

   * Class B, $91,595,000, WAC, upgraded to Aaa from Aa2

   * Class C, $84,549,000, WAC, upgraded to Aa2 from A2

   * Class D, $98,641,000, WAC, upgraded to A2 from Baa2

   * Class E, $70,458,000, WAC, upgraded to Baa2 from Baa3

   * Class F, $63,411,000, WAC, affirmed at Ba2

   * Class G, $28,183,997, WAC, affirmed at B2

As of the February 15, 2005, distribution date, the transaction's
aggregate principal balance has decreased by approximately 13.4%
to $1.22 billion from $1.41 billion at closing.  The Certificates
are collateralized by ten loans, of which eight are secured by
commercial properties.  The Pier 39 and Showcase Mall Loans, which
represent 14.6% of the pool, have defeased and are secured by U.S.
Government securities.  The remaining loans range in size from
6.7% to21.2% of the undefeased pool balance.

Classes B, C, D and E have been upgraded due to the improved
performance of the Theraldson Pool B, Theraldson Pool A, Green
Acres, Crystal City Pool and One Commerce Square Loans as well as
the two defeased loans.

The URS Pool Loan represents 21.2% of the pool. The principal
balance has amortized by approximately 12.6% since closing to
$221.0 million.  Mortgages or deeds of trust on 29 cold storage
properties totaling approximately 4.4 million square feet secure
the loan.  While revenue for this portfolio has grown at an
approximate annual rate of 3.8%, profit margins have declined due
to expense increases.

Reported net operating income for calendar year 2003 was
approximately 12.8% above that reported for calendar year 1998.
Net operating income for calendar year 2004 is expected to be flat
to marginally improve.  An affiliate of Vornado Realty Trust and
Crescent Real Estate Equity Company owns the assets and master
leases them to another affiliate.  Moody's loan to value ratio
("LTV") is 72.1% and the loan is shadow rated Ba1.

The Theraldson Pool Loan B represents 15.2% of the pool.  The
principal balance has amortized by approximately 13.2% since
closing to $159.2 million.  The loan is secured by 93 limited
service hotels, which are located in 17 states.  The portfolio
contains approximately 5,858 rooms flagged under the Fairfield
Inn, Comfort Inn, Hampton Inn, and Residence Inn brands, as well
as others.  With the exception of calendar year 2003, performance
has been consistent with or better than Moody's expectations. The
properties are owned and managed by affiliates of Theraldson
Motels, Inc. Moody's LTV is 52.7% and the loan is shadow rated
Aa1.

The Theraldson Pool Loan A represents 14.9% of the pool.  The
principal balance has amortized by approximately 13.0% since
closing to $155.4 million.  The loan is secured by 90 limited
service hotels located in 14 states.  The portfolio contains
approximately 5,848 rooms flagged under the Fairfield Inn, Comfort
Inn, Hampton Inn, and Residence Inn brands as well as others.
With the exception of calendar year 2003, performance has been
consistent with or better than Moody's expectations.  The
properties are owned and managed by affiliates of Theraldson
Motels, Inc. Moody's LTV is 55.9% and the loan is shadow rated
Aa2.

The Green Acres Loan represents 13.9% of the pool.  The principal
balance has amortized by approximately 8.8% since closing to
$145.5 million.  The loan is secured by the fee interest in a 1.8
million square foot regional mall and on the leasehold interest in
The Plaza at Green Acres, a 177,000 square foot convenience
center.  Green Acres Mall, which is located in Valley Stream, New
York, is anchored by Macy's, J.C. Penney, Sears, and BJ's.  The
Plaza at Green Acres is anchored by Wal-Mart.  The property was
90.4% occupied as of November 2004.  The mall and convenience
center are owned by affiliates of Vornado Realty Trust.  Moody's
LTV is 55.8% and the loan is shadow rated A1.

The Americold Pool Loan is a 50.0% pari passu interest in the
Total Americold Pool Loan and represents 12.4% of the pool.  The
principal balance has amortized by approximately 12.7% since
closing to $129.7 million.  The loan is secured by 29 cold storage
properties totaling approximately 5.9 million square feet of
space.  While revenue for this portfolio in calendar year 2003 has
grown at an approximate annual rate of 5.0% since 1998, profit
margins have declined significantly due to expense increases.

Reported net operating income for calendar year 2003 was
approximately 16.7% below that reported for calendar year 1998.
Net operating income in 2004 is expected to be somewhat higher.
An affiliate of Vornado Realty Trust and Crescent Real Estate
Equity Company owns the assets and master leases them to another
affiliate.  Moody's LTV is 78.3% and the loan is shadow rated Ba3.

The One Commerce Square Loan represents 7.0% of the pool.  The
aggregate principal balance of the loan has amortized by
approximately 34.2% since closing to $73.3 million.  The loan is
secured by a 41-story Class A office building located in the
central business district of Philadelphia, Pennsylvania.  The
property contains approximately 942,800 square feet of office and
retail space.  As of September 2004, the property was 96.6%
occupied, compared to 91% at securitization.  The borrower is an
affiliate of Lazard Freres Real Estate Investors, L.L.C., and
Thomas Development Partners, LLC.  Moody's LTV is 62.2% and the
loan is shadow rated Baa2.

The Marriott Desert Springs Loan represents 8.7% of the pool. The
principal balance of the loan has amortized by approximately 11.7%
since closing to $90.4 million.  The loan is secured by an 884-
room resort hotel, which contains five restaurants, two golf
courses, a 30,000 square foot spa, and approximately 30,000 square
feet of meeting space.  Net cash flow for calendar year 2004 was
$12.4 million, compared to $20.2 million at securitization,
although an 18.0% increase is budgeted for calendar year 2005.
The borrower is an affiliate of Host Marriott Corporation.
Moody's LTV is 68.1% and the loan is shadow rated Baa3.

The Crystal City Pool Loan represents 6.7% of the pool.  The
aggregate principal balance of the loan has amortized by
approximately 8.9% since closing to $69.8 million.  The loan is
secured by a deed of trust on three Class A office buildings
located in Crystal City, Virginia.  The properties contain
approximately 585,200 square feet of office space.  As of
September 2004, the properties were 95.7% occupied, compared to
97.0% at securitization.  Moody's LTV is 62.9% and the loan is
shadow rated Baa2.


GSR MORTGAGE: Fitch Puts Low-B Ratings on 2 Mortgage Certificates
-----------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust series 2005-2F residential
mortgage pass-through certificates:

    -- $291 million classes 1A-1 through 1A-6, 2A-1 through 2A-3,
       3A-1, 3A-2, A-P and A-X certificates (senior certificates)
       'AAA';

    -- $5.4 million class B1 certificates 'AA';

    -- $1.9 million class B-2 certificates 'A';

    -- $1.2 million class B-3 certificates 'BBB';

    -- $754,000 class B-4 certificates 'BB';

    -- $603,000 class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by:

        * the 1.80% class B-1,
        * the 0.65% class B-2,
        * the 0.40% class B-3,
        * the 0.25% privately offered class B-4 and
        * the 0.20% privately offered class B-5, and
        * the 0.20% privately offered class B-6 (not rated by
          Fitch).

Classes B-1, B-2, B-3, B-4 and B-5 are rated 'AA', 'A', 'BBB',
'BB' and 'B' based on their respective subordination only.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the master
servicing capabilities of Chase Manhattan Mortgage Corporation
(rated 'RMS1-' by Fitch Ratings).

The mortgage loan pool is divided into three sub-groups which are
cross-collateralized and pay interest and/or principal to
respective classes of senior certificates.  The subordinate
certificates are also cross-collateralized and will receive
interest and principal from available funds collected in the
aggregate from the mortgage pool.

As of the cut-off date (Feb. 1, 2005) the mortgage pool consists
of fixed-rate mortgage loans, which have 30-year amortization
terms, with an approximate balance of $301,655,635.  The mortgage
loans were originated by:

        * ABN AMRO Mortgage Group, Inc. (0.5%),
        * Bank of America (0.8%),
        * Chase Home Financial LLC (0.2%),
        * CitiMortgage (0.6%),
        * Countrywide Home Loans (28.5%),
        * Fifth Third Mortgage Company (1.0%),
        * IndyMac Bank, FSB (40.8%),
        * KeyBank National Association (0.5%),
        * National City Mortgage Co. (1.7%), and
        * PHH Mortgage Corporation (25.3%).

The mortgage pool has an average unpaid principal balance of
$463,373 and a weighted average FICO score of 735.  The weighted
average amortized current loan-to-value - CLTV -- ratio is 71.1%.
Rate/Term and cashout refinances represent 29.04% and 15.14%,
respectively, of the mortgage loans.  The states that represent
the largest geographic concentration of mortgaged properties are:

        * California (46.29%),
        * New York (7.84%),
        * New Jersey (6.7%), and
        * Florida (4.6%).

All other states comprise fewer than 4% of properties in the pool.

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,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation.'

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple REMIC elections to be made for
the trust.  JPMorgan Chase Bank, N.A., will serve as the Master
Servicer.  JPMorgan Chase Bank, N.A., will act as Securities
Administrator and Wachovia Bank, N.A, will serve as the trustee.


G-STAR: Fitch Affirms BB- Rating on $7,659,366 Class D Notes
------------------------------------------------------------
Fitch Ratings upgrades two classes and affirms six classes of
notes issued by G-Star 2002-2 Ltd., and are effective immediately.

Fitch upgrades these classes:

    -- $14,000,000 class BFL notes to 'A' from 'A-';
    -- $15,000,000 class BFX notes to 'A' from 'A-'.

Fitch affirms these classes:

    -- $114,528,048 class A-1MMa notes at 'AAA/F1+';
    -- $95,440,040 class A-1MMb notes at 'AAA/F1+';
    -- $97,348,840 class A-2 notes at 'AAA';
    -- $21,951,209 class A-3 notes at 'AAA';
    -- $10,844,669 class C notes at 'BBB';
    -- $7,659,366 class D notes at 'BB-'.

This class is withdrawn:

    -- Combination security 'BBB-'.

G-Star is a static pool collateralized debt obligation - CDO --
managed by GMAC Institutional Advisors which closed Nov. 20, 2002.
GMAC is rated 'CAM1' by Fitch for managing structured finance
CDOs. G-Star is composed of approximately 8% residential mortgage
backed securities --- RMBS, 46% commercial mortgage backed
securities -- CMBS, 3% consumer asset backed securities -- ABS,
30% REITs, and 11% CDOs.  Included in this review, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

Since the last review, the collateral has continued to improve.
The weighted average rating factor - WARF -- has decreased to 10.8
('BBB') from 12.8 ('BBB').  The overcollateralization - OC -- on
the classes A, B, and C ratios have increased to 124.6%, 106.9,
and 103.7%, respectively, as of the most recent trustee report
(dated Jan. 18, 2005) from 123.8%, 106.6, and 103.4% as of Nov. 1,
2003.  In addition, 14 bonds have been upgraded since closing
compared with only one bond being downgraded.

In addition, on the Dec. 20, 2004, payment date, the holders of
all the combination note securities exercised their right to
exchange the combination notes for their proportionate share of
the component securities.  The noteholders received proportionate
amounts of class BFX notes, class C notes, and class D shares
certificates which comprised the combination notes.  As a result
of this action the combination notes are no longer outstanding,
and Fitch has withdrawn the 'BBB-' rating.

The rating on the class A notes addresses the timely payment of
interest and principal, while the rating on the classes B and C
notes addresses the ultimate payment of interest and principal.
The rating on the class D preference shares addresses the ultimate
receipt of the initial class D share rated balance.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the class BFL and class BFX notes no
longer reflect the current risk to noteholders.  This can be
observed by the improvement in the credit enhancement of the rated
notes and by improvement in the quality of the collateral pool.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


HATTERAS INCOME: Declares Final Liquidating Distribution
--------------------------------------------------------
The shareholders and Board of Directors of Hatteras Income
Securities, Inc., previously approved a Plan of Liquidation and
Termination for the Company.  The Plan provides for the Company's
complete liquidation and its later termination as a registered
investment company and dissolution as a North Carolina
corporation.  The final liquidating distribution for the Company
will be $14.823604 per share.

The Company is a closed-end registered investment company advised
by Banc of America Capital Management, LLC., a Columbia Management
entity.  Columbia Management entities are subsidiaries of Bank of
America Corporation.


HEALTHESSENTIALS SOLUTIONS: Taps Frost Brown as Bankruptcy Counsel
------------------------------------------------------------------
HealthEssentials Solutions, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, for authority to employ Frost Brown Todd LLC
as their counsel in their chapter 11 cases.

Frost Brown is expected to:

    a) advise the Debtors of their powers and duties as debtors-
       in-possession in the continued operation of their
       businesses and properties;

    b) provide assistance, advice and representation concerning a
       plan of reorganization, a disclosure statement and the
       solicitation of consents to and confirmation of such plan;

    c) advise the Debtors in connection with any sale of assets;

    d) provide assistance, advice and representation concerning
       any further investigation of the assets, liabilities and
       financial condition of the Debtors that may be required;

    e) represent the Debtors at hearings or matters pertaining to
       their affairs as debtors-in-possession;

    f) prosecute and defend litigation matters and such other
       matters that might arise during and related to the cases;

    g) provide counseling and representation with respect to the
       assumption or rejection of executory contracts and leases
       and other bankruptcy-related matters arising from these
       cases;

    h) render advice with respect to the myriad general corporate
       and litigation issues as they relate to these cases,
       including, real estate, ERISA, securities, corporate
       finance, tax and commercial matters, health services; and

    i) perform such other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of these cases.

C. Edward Glasscock, Esq., a member at Frost Brown, discloses that
his Firm received a $75,000 retainer from the Debtors.  Mr.
Glasscock didn't disclose the current hourly billing rates of
professionals at Frost Brown.

To the best of the Debtors' knowledge, Frost Brown is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary
care services to elderly patients.  The Debtor along with its
affiliates filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218).  When the Debtor filed for
protection from its creditors, it listed $35,384,953 in total
assets and $40,785,376 in total debts.


H-LINES FINANCE: Moody's Junks $160 Million Senior Discount Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of H-Lines
Finance Holdings Corp., (senior implied B2) as well as debt issued
by its principal operating subsidiary Horizon Lines, LLC, in
response to Horizon Lines' recent announcement regarding its
proposed IPO and debt repayment plans.

On March 2, 2005, Horizon Lines Inc., the parent company of H-
Lines Finance Holdings Corp., announced plans to proceed with a
proposed initial public offering of common stock.  The proceeds of
this offering is intended to be used towards an approximately $131
million return of capital to shareholders, while about $96 million
is intended to be used to repay the company's debt.

Specifically, the company stated its intention to repay about $39
million of H-Lines Finance Holding Corp.'s $160 million 11% senior
discount notes and about $57 million of Horizon Lines Holding
Corp.'s $250 million senior unsecured notes.  The company further
stated that, to the extent that proceeds fall short of targeted
amounts, estimated debt reduction from proceeds will be lowered.

While Moody's considers the potential debt repayment through the
use of publicly-raised equity to be a favorable credit
development, the rating agency's initial assessment of the
announcement is that the amount of debt reduction planned will not
have a sufficient impact on Horizon Lines' credit fundamentals to
change our credit opinion at this time.

The company, which was purchased by Castle Harlan in June of 2004
for $675 million, has balance sheet debt (as of December 2004) of
about $612 million.  However, with a substantial portion of
Horizon Lines' fleet financed by way of operating leases, Moody's
estimates lease-adjusted debt to be about $1 billion, implying a
reduction of less than 10% of lease-adjusted debt according to
planned use of the IPO's proceeds.

The ratings affirmed are:

  -- H-Lines Finance Holdings Corp.:

     * $160 million 11% Senior Discount Notes due 2013, at Caa2;

     * Senior Implied rating at B2;

     * Senior Unsecured Issuer Rating at Caa2.

  -- Horizon Lines LLC:

     * $25 million senior secured revolving credit facility due
       2009, at B2

     * $250 million senior secured term loan B due 2011, at B2

     * $250 million 9% unsecured senior notes due 2012, at B3

The ratings outlook is stable.

H-Lines Finance Holding Corp is based in Charlotte, North
Carolina.  Through its wholly-owned operating subsidiary, Horizon
Lines, LLC, the company employs a fleet of 16 U.S.-flag container
ships providing liner service between the continental U.S. and
Alaska, Hawaii, Guam, and Puerto Rico.  Horizon Lines Finance
Holdings' subsidiaries had FY December 2004 revenues of $980
million.


INTELSAT: Fitch Maintains Junk Rating on Senior Unsecured Notes
---------------------------------------------------------------
After the earnings announcement and management conference call by
Intelsat, Ltd., Fitch Ratings has maintained the ratings of the
company.  However, after having obtained certain approvals and
completed certain asset transfers, the issuing entities of some of
its recently issued debt have changed.  Intelsat's wholly owned
subsidiary, Intelsat -- Bermuda, Ltd. created a new subsidiary
named Intelsat Subsidiary Holding Company Ltd. and transferred
substantially all of its assets and liabilities to Intelsat
Subsidiary.  This included about $3.2 billion of Fitch-rated debt.

Additionally, the $478.4 million (face amount) of senior unsecured
discount notes due 2015 originally issued by an intermediate
holding company named Zeus Special Sub Ltd. have now become
obligations of Intelsat Bermuda with Intelsat as a co-obligor.
The approximately $1.7 billion of outstanding senior unsecured
notes issued by Intelsat remain there.

Intelsat also reported its fourth-quarter financial results today.
Reported revenues of $283 million and free cash flow after capital
spending (including satellite deposits and payments for orbital
rights) of $136 million were as expected.  There were no major
changes in market conditions noted on today's management-led
conference call that would lead Fitch to change its expectations
for the future as discussed in our Intelsat Credit Analysis report
dated Feb. 2, 2005, and as modified to incorporate the issuance of
the senior discount notes in our press release dated Feb. 8, 2005.

Based on the recent financial performance and no change in our
expectations, Fitch's ratings on Intelsat and its subsidiaries
remain the same.  However, due to the changes described above, we
have withdrawn our ratings on Zeus, affirmed Intelsat's ratings,
and assigned ratings to Intelsat Bermuda and Intelsat Subsidiary:

   Intelsat, Ltd.

       -- No change to senior unsecured notes at 'CCC+'.

   Intelsat (Bermuda), Ltd. (formerly Zeus Special Sub Ltd.)

       -- Senior unsecured discount notes at 'B-'.

   Intelsat Subsidiary Holding Company Ltd. (formerly Intelsat
   (Bermuda), Ltd.

       -- Senior unsecured notes at 'B';
       -- Senior secured credit facilities at 'BB-'.

The Stable Rating Outlook reflects the prospects for stable
revenues from its lease backlog and the expected resulting free
cash flow offset by a very competitive operating environment and
ownership by an investment group.

Fitch's rating action affects about $5.4 billion of existing debt
including undrawn bank lines.

This action is based on existing public information and is being
provided as a service to investors.


INTERLINE BRANDS: Earns $18.1 Million of Net Income in FY 2004
--------------------------------------------------------------
Interline Brands, Inc. (NYSE: IBI), a leading distributor and
direct marketer of maintenance, repair and operations products,
reported record sales for the fiscal quarter and fiscal year ended
December 31, 2004.  Sales for fiscal 2004 increased 16.2% over
fiscal 2003.  Adjusted pro forma earnings per diluted share were
$0.91 for fiscal 2004, an increase of 24.7% over adjusted pro
forma earnings per diluted share of $0.73 in fiscal 2003.  GAAP
loss per diluted share was $25.21 for fiscal 2004 compared to a
loss per diluted share of $632.74 in fiscal 2003.

Michael Grebe, Interline's President and Chief Executive Officer,
commented, "We are very pleased with our sales performance and
operating results as we report earnings for the first time after
completing our initial public offering on Dec. 21, 2004. We
continued to experience strong sales and earnings growth during
the fourth quarter, with average daily sales up 15.5%. Our overall
business momentum positions us well for sustained success in 2005.
I would like to thank all Interline associates for their part in a
very successful year."

                  Fourth Quarter 2004 Performance

Sales for the fiscal quarter ended December 31, 2004 were $195.5
million, a 23.0% increase over sales of $158.9 million in the
comparable 2003 period.  The fourth quarter of 2004 included four
more shipping days than the prior year period, and also included a
full quarter of revenues attributable to Florida Lighting, Inc.,
which was acquired in November 2003.  Average daily sales for the
fourth quarter of 2004 increased by 15.5% including Florida
Lighting operations compared to the same period in 2003.
Excluding Florida Lighting operations in 2003 and 2004
respectively, average organic daily sales for the fourth quarter
of 2004 increased by 11.8% compared to the same period in 2003.

"The favorable sales environment was marked by continued strength
in the professional contractor and facilities maintenance markets.
We are very pleased with the continued success of our new product
initiatives, as well as growth in our national accounts and supply
chain growth programs," remarked William Sanford, Interline's
Chief Operating Officer.

Gross profit increased $14.3 million to $75.5 million for the
fourth quarter of 2004, up from $61.3 million in the 2003
comparable period.  As a percentage of net sales, gross profit
improved by 10 basis points in the fourth quarter of 2004 to
38.6%, up from 38.5% in the comparable period last year.  The
improvement in the gross profit percentage was due to better
pricing and increased sales of private label products offset by
strong sales of heating, ventilation and air conditioning
equipment and water heaters, which generally carry lower gross
margins.

SG&A expenses for the fourth quarter of 2004 were $54.0 million
compared to $44.4 million for the fourth quarter of 2003.  As a
percentage of net sales, SG&A expenses were 27.6% in the fourth
quarter of 2004 compared to 27.9% in the fourth quarter of 2003.
"The improvement in SG&A expenses as a percentage of net sales was
largely due to the work of our operations team in improving
distribution center and logistics productivity," remarked Mr.
Grebe.

Operating income was $9.1 million for the fourth quarter of 2004,
which included $9.2 million in IPO-related expenses.  Excluding
these expenses, adjusted operating income was $18.3 million for
the fourth quarter of 2004 compared to operating income of $14.5
million for the fourth quarter of 2003, an increase of 26.0%.

Assuming the IPO and related transactions had occurred at the
start of the year, adjusted pro forma net income for the fourth
quarter of 2004 was $7.7 million, compared to $6.0 million, for
the fourth quarter of 2003, representing an increase over the
prior year of 26.3%.  The fourth quarter net loss attributable to
common shares, presented on a basis consistent with generally
accepted accounting principles, was $12.3 million, compared to a
loss of $8.4 million for the fourth quarter of fiscal 2003.

                   Fiscal Year 2004 Performance

Sales for the fiscal year ended December 31, 2004 were $743.9
million, a 16.2% increase over sales of $640.1 million for the
fiscal year ended December 26, 2003. Average daily sales increased
14.4% to $2.91 million.  Excluding the impact of Florida Lighting
in 2003 and 2004, respectively, and a freight reclassification
announced in the third quarter of 2003, average organic daily
sales increased 9.0% for fiscal year 2004 compared to 2003.  This
sales increase was primarily due to the success of the company's
growth investments that were put in place at the beginning of
2004, as well as improving conditions in its end markets.

Gross profit increased $41.2 million to $285.4 million for the
2004 fiscal year from $244.2 for the 2003 fiscal year.  As a
percentage of net sales, gross profit was 38.4% in fiscal year
2004 compared to 38.2% in fiscal year 2003.  The improvement in
the gross profit percentage for the year was related to the
favorable effect of having a full year of higher margin Florida
Lighting sales, sales growth in the private label program, and
favorable pricing offset by higher sales of lower margin HVAC
equipment and water heaters.

SG&A expenses were $202.1 million for fiscal year 2004 compared to
$171.1 million for fiscal year 2003.  As a percentage of net
sales, SG&A expenses were 27.2% in fiscal year 2004 compared to
26.7% in fiscal year 2003. This increase in SG&A expenses as a
percentage of net sales was primarily the result of investments in
sales growth initiatives put in place at the beginning of 2004.

Operating income for 2004 was $61.5 million including the $9.2
million in previously mentioned IPO-related expenses. Excluding
these expenses, adjusted operating income was $70.7 million for
the 2004 fiscal year, compared to operating income of $61.6
million for the 2003 fiscal year, an increase of 14.8%.

Assuming the IPO and related transactions had taken place at the
start of the year, adjusted pro forma net income for the 2004
fiscal year was $29.3 million, or $0.91 per diluted share,
compared to $23.4 million, or $0.73 per diluted share, for the
2003 fiscal year, representing an increase over the prior year of
24.7%. For the 2004 fiscal year, the net loss attributable to
common shares, presented on a basis consistent with generally
accepted accounting principles, was $36.3 million, or $25.21 per
diluted share, compared to a loss of $41.5 million, or $632.74 per
diluted share, for fiscal 2003.

                        Business Outlook

"Our initial public offering has provided Interline with
additional flexibility to aggressively pursue growth opportunities
and benefit from favorable operating trends. I believe 2005 holds
significant opportunities for the Company, our shareholders and
our associates," said Mr. Grebe.

For the first quarter of fiscal year 2005, the Company projects
these ranges of performance, excluding the impact of any potential
acquisitions:

    * Sales: $185.0 million - $190.0 million, an average daily
      sales rate increase of approximately 6% - 8%; and

    * Pro forma net income per diluted share of $0.20 - $0.22, an
      increase of approximately 18% - 29% over Q1 2004 adjusted
      pro forma net income per diluted share of $0.17; and

    * GAAP net income per diluted share of $0.01 - $0.03 compared
      to a GAAP loss per diluted share of $153.00 for Q1 2004.

For fiscal year 2005, the company projects the following ranges
compared to fiscal year 2004, excluding the impact of any
potential acquisitions:

    * Sales: $775.0 million - $790.0 million, an average daily
      sales rate increase of approximately 5% - 8%; and

    * Pro forma net income per diluted share of $1.03 - $1.06, an
      increase of approximately 13% - 16% over fiscal year 2004
      adjusted pro forma net income per diluted share of $0.91;
      and

    * GAAP net income per diluted share of $0.84 - $0.87 compared
      to a GAAP loss per diluted share of $25.21 for fiscal 2004.

The pro forma net income per diluted share amounts for the first
quarter and fiscal year 2005 business outlook exclude a $10.3
million loss on early extinguishment of debt, which was incurred
in January 2005 when the Company used part of the proceeds from
the IPO to redeem $70.0 million principal amount of its 11.5%
senior subordinated notes.  This redemption was made thirty days
after the closing of the initial public offering, which was in
line with the 30-day irrevocable notice period required by the
indenture governing the 11.5% senior subordinated notes.

                        About the Company

Interline Brands, Inc., is a leading national distributor and
direct marketer with headquarters in Jacksonville, Florida.
Interline provides maintenance, repair and operations (MRO)
products to over 150,000 professional contractors, facilities
maintenance professionals, hardware stores, and other customers
across North America and Central America.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Standard & Poor's Ratings Services raised its ratings on Interline
Brands, Inc., and removed them from CreditWatch where they had
been placed with positive implications on June 16, 2004, in
connection with the company's planned initial public offering of
common stock.  The corporate credit rating was raised to 'BB-'
from 'B+'.  The outlook is stable.

"The ratings upgrade reflects our expectations for lower debt
leverage and greater financial flexibility following the recent
completion of Interline's IPO," said Standard & Poor's credit
analyst Lisa Wright.  IPO proceeds of about $188 million are being
used to repay $100 million of debt, pay a dividend to preferred
stockholders, and for fees, expenses, and other general corporate
purposes.  This transaction will reduce pro forma Sept. 30, 2004,
debt leverage to 3.4x.


INTERSTATE BAKERIES: Court Okays Opening of ADMIS Futures Account
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri gave Interstate Bakeries Corporation and its debtor-
affiliates permission to open a commodity futures and option
account with ADM Investor Services, Inc., to ensure no disruption
of their Future Practices.

As reported in the Troubled Company Reporter on Feb. 15, 2005,
prior to filing for bankruptcy, the Debtors purchased futures and
option contracts to hedge against fluctuations in prices for
commodities used in the their businesses like wheat, corn, oil,
sugar and other ingredients.  The Debtors regularly engaged in the
Futures Practices as a means of managing risk.  The Debtors did
not trade Hedge Contracts for speculative purposes.  J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP, in
Chicago, Illinois, informs the U.S. Bankruptcy Court for the
Western District of Missouri that the Futures Practices is a
critical component of the Debtors' ongoing business operations.

In an effort to further clarify the importance of the Futures
Practices and the Debtors' ability to undertake the Futures
Practices throughout the course of their Chapter 11 cases, the
Debtors amended their DIP Agreement on November 1, 2004, to
permit the Debtors to continue engaging in their Futures
Practices subject to certain conditions.

Currently, the Debtors trade Hedge Contracts through REFCO, LLC,
a futures and options clearinghouse.

As part of the Futures Practices, the Debtors incur three primary
types of expenditures:

    (1) payments to REFCO of less than $100,000 per year as
        commissions for each Hedge Contract it trades on behalf of
        the Debtors;

    (2) expenditures for "open trade equity," which is the
        unrealized profit or loss on any futures or options
        positions; and

    (3) maintenance of adequate margins that generally averages
        from approximately $1,000,000 to $2,000,000 per quarter,
        to meet REFCO's margin requirements.

According to Mr. Ivester, the margins maintained by the Debtors
act as collateral for REFCO.  These margins provide REFCO
assurance of payment in the event that the Debtors are not able
to settle their open trade equity position on a given day.
However, REFCO has expressed concern to the Debtors regarding
continuing the Futures Practices under the strictures of the
Credit Agreement as currently formulated.

In response to REFCO's concern, the Debtors considered opening an
Account with ADM Investor Services, Inc.  ADMIS, Mr. Ivester says,
is a clearinghouse with vast experience in handling commodity
futures and option accounts.  According to Mr. Ivester, the costs
associated with maintaining the Account with ADMIS are similar to
the costs currently charged by REFCO.

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)


INTERSTATE BAKERIES: Trade Creditors Sell 182 Claims Totaling $2MM
------------------------------------------------------------------
Between December 12, 2004, and December 14, 2004, the Clerk of
the Bankruptcy Court recorded about 182 claim transfers to:

(a) Halcyon Fund, L.P.

          Creditor                           Claim Amount
          --------                           ------------
          Ecolab, Inc.                            $85,839


(b) Madison Avenue Capital Group II Trust

          Creditor                           Claim Amount
          --------                           ------------
          William Allen Co.                       $31,948


(c) Madison Liquidity Investors 123, LLC

          Creditor                           Claim Amount
          --------                           ------------
          AIC, Inc.                               $14,108
          Blackwood Sheet Metal                     3,221
          Brithinee Electric                        5,244
          Crystal Springs Water Co.                 1,394
          DS Waters of America, LP                  2,754
          Dunn Mechanical, Inc.                     1,933
          FL Utility Trailers                       6,985
          Food For Life                            92,878
          Hinckley Spring Water Co.                 1,906
          Hinson Mechanical Co.                     3,509
          J & K Ingredients                        72,928
          Kwik Lok Co.                              4,556
          Manning Search Group                     24,900
          Metro Truck Center                       15,324
          Mincing Overseas Spiece Co.              17,814
          Moorhead & Company, Inc.                138,140
          Pacific Specialties                      15,140
          Pac Paper, Inc.                          20,514
          Pilot Air Freight                        21,703
          Power Chemical                            7,277
          Sierra Springs                               54
          Sierra Spring Distributor                    30
          Sparkletts                                  562
          Tom Nehl Truck Co.                       10,056
          Tylex, Inc.                              24,474
          Warren Oil Co.                           55,057
          White Stokes Co.                         10,960
          Wilkerson Communications                  1,432


(d) Madison Liquidity Investors 124, LLC

          Creditor                           Claim Amount
          --------                           ------------

          Independent Elec. Machinery Co.          $1,509
          Northam Distributing                      1,051
          Northeast Foods, Inc.                    13,545
          United/Richter Electric Motors            2,700


(e) Madison Niche Opportunities, LLC

          Creditor                           Claim Amount
          --------                           ------------
          American Pan Co.                        $20,664
          Clover Crest Dairy Co.                      790
          Crystal Springs                              53
          Dawn Distribution Services              398,494
          Don Julio, Inc.                         146,251
          Hinckley Schmidt, Inc.                      557
          Hinkley Springs Water Co.                 1,105
          Great Lakes Int'l Trading, Inc.          96,358
          Intralox, Inc.                           63,120
          Kentwood Spring Water                     1,804
          Machinery Moving, Inc.                    1,090
          Marathon Landscape Services                 220
          New Horizons Baking Co.                 146,868
          RS Coating Co.                              420
          Rudy's Gardening Service                    820


(f) Oasis Liquidity Fund, LLC

          Creditor                           Claim Amount
          --------                           ------------
          Adopt-Atech                              $1,654
          Advance Battery Systems, Inc.               926
          Ameritel Inns-Twin Falls                    948
          Arrington Transmissions                     750
          Azo Inc.                                    897
          Buds Wrecker Service                        923
          Craftsmen Industries Inc.                   769
          Door & Frame Repair                         987
          East Towne Urgent Care & OCC Health         825
          Jevic Transportation, Inc.                  940
          JP Bryne & Co. Inc.                         977
          Louisiana Fire Extinguisher, Inc.           782
          Metro Machine Works, Inc.                   877
          S&S Insulation Inc.                         770
          Shawnee Biscuit Co.                         889
          Stoker Wholesale, Inc.                    1,326
          Union City Body Co., LLC                    900


(g) Revenue Management

          Creditor                           Claim Amount
          --------                           ------------
          A-1 Janitorial                           $3,261
          Ace Exterminating                         5,004
          Accurate Superior Scale                   8,599
          Ad Lift                                   5,483
          Alton Delivery Service Co.               13,131
          Alvey Washing Equipment                  12,658
          Automotive Specialty Equipment            9,838
          Auto Parts & Supply                       8,827
          Barloworld Freightliner                   9,989
          Brandon Industrial Parts                  6,823
          Cayce Co., Inc.                           6,255
          Chicago Bandag                            5,593
          Cohen & Goldfried                        20,865
          Cooperative Gas & Oil Company, Inc.       7,013
          D & J Tire, Inc.                         17,404
          Durham Coca-Cola Bottling Co.             6,978
          Electric Motor Shop                      12,065
          Gory Electric Motors, Inc.                5,276
          Gould Engineering                         5,300
          Grassland Dairy Products                 57,087
          Innovative Marking Systems               15,077
          McCoy National Lease, Inc.                4,056
          Midwest Truck & Trailer                   5,189
          Modern Data Products, Inc.                1,243
          Monroe Spring Brake                       1,148
          Pepsi-Cola Bottling Co.                   2,116
          Potomac Disposal Services of VAL          1,737
          T & W Oil Company                       100,849
          Trailer Doctor Services, Inc.             6,805
          Zeppy's Bagel Bakery                     30,008


(h) Sierra Liquidity Fund, LLC

          Creditor                           Claim Amount
          --------                           ------------
          ABCD Vend, Inc.                          $3,304
          California Sheet Metal                      420
          Caster Industries                         1,570
          Clarklift Absolute Storage                1,326
          Dairy Valley Distributing                 4,159
          Eldridge Tire & Wheel                     2,308
          Franciscan Occupational Health            1,115
          Hyman Paper & Chemical                    1,755
          ILLCO, Inc.                               2,301
          Nelson & Bob's Auto Care Center, Inc.     2,897
          NTT-National Technology Transfer          1,750
          Price Chopper/The Golub Corporation       1,270
          Scott Kenny (Scott's Electric)            1,110
          Security Storage Service, Inc.            1,793
          Wagner Floor Service                      1,150
          Weather Tire Service, Inc.                1,105


(i) Trade-Debt.net

          Creditor                           Claim Amount
          --------                           ------------
          Abes Auto Glass & Lock, Inc.               $321
          Acme Lock, Inc.                             181
          Alsco-American Linen-Boise                  144
          American Pressure Wash                      300
          Basin Glass And Aluminum                    475
          Brooks Lock & Key, Inc.                     254
          Buzy Bee Board-Up                           492
          Casner Exterminating, Inc.                  250
          CBS Personnel Services                    7,435
          Center Tire Company                         235
          Cintas Corp. 549                            528
          Cintas Corp. 524                          1,582
          City Radiator, Inc.                         750
          Claude Clark                                320
          Coca-Cola Bottling                          820
          Cooneys Locksmith                           129
          Downtown Ford, Inc.                         229
          Fleetwood Sales, Inc.                       687
          Food 4 Less                                 600
          Gabbie Medical Clinic                       136
          George M0Tts Jr.                            184
          Gladys Durett                               150
          Gregg Electrical Company                    197
          Healthworks Northwest                       173
          Howe                                        157
          Jason Elliott                               225
          Jerome Sinquefield                          410
          Labor Finders Of South Carolina             240
          Larry Tennant Allclean                      210
          Madison Starters & Alternators, Inc.        327
          Magic City Janitorial, Inc.                 200
          Magic Valley Regional Medical Ctr.          210
          Marvin Block                                270
          Media Dev. Co., Inc. d/b/a News at Norman   300
          Metal Stock, Inc.                           164
          MJ Swanson                                  430
          Mowermen Lawncare                           390
          Neibauer Painting                           525
          Newport Health Center                       139
          Norcal Waste Systems of Butte Count         104
          Northern Neck Coca-Cola                     738
          Overhead Door of Tampa Bay                  646
          Owatonna Public Utilities                   998
          Pauls Auto Glass                            227
          Phillip Morelli Ta Superglass Winds         315
          Riley Chevrolet of Jefferson City           166
          Robertet Flavors, Inc.                      568
          Rodney R. Ringgenberg                       225
          Roto Rooter Davenport                       142
          Royal Pipe & Supply Co.                     341
          Royer Tire Service                          140
          Ruston Ac Heat, Inc.                        129
          Shawnee Biscuit Co.                         364
          Sheppards Trk Reb., Inc.                    418
          Skates Auto Glass, Inc.                     161
          Southern Air Conditioning & Heating         161
          Steve Paro                                  132
          Ten Mile Service                          1,445
          The Great Bend Tribune                      181
          Terra Electrical, Inc.                      615
          Terry Hassel                                264
          Toshiba Business Solutions                  285
          Transport Services & Brake Sales I          260
          United Auto Parts                           365
          Viatran Corp.                               117
          William Wenk Jr.                          1,905
          Woodcock Refrigeration                      436
          World Class Automotive                      113
          Xcel Environmental, Inc.                    476
          Yuba Sutter Disposal                        651

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)


ISTAR FINANCIAL: Completes Falcon Financial Acquisition
-------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) completed its acquisition of
Falcon Financial Investment Trust.  Falcon became a wholly owned
subsidiary of iStar Financial effective upon the filing of the
Articles of Merger with the State Department of Assessments and
Taxation of Maryland in accordance with Title 8 of the
Corporations and Associations Article of the Annotated Code of
Maryland and the Maryland Limited Liability Company Act, on
March 3, 2005.

As a result of the acquisition, Falcon shares will no longer be
listed on the Nasdaq National Market.  At the effective time of
the acquisition, all common shares of beneficial interest of
Falcon not tendered in the earlier tender offer were canceled and
converted into the right to receive $7.50 net in cash, without
interest (subject to applicable withholding taxes), subject to the
rights shareholders by mail with information on how to receive
payment for their Falcon shares not tendered in the tender offer.

                        About the Company

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

                          *     *     *

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

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


J.P. MORGAN: Moody's Holds Ba1 Rating on $11.569MM Class L Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of ten classes of J.P. Morgan-CIBC Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2003-FL2:

   * Class A, $160,939,183, Floating, affirmed at Aaa
   * Class X-1A, Notional, affirmed at Aaa
   * Class B, $16,000,000, Floating, upgraded to Aaa from Aa1
   * Class C, $14,500,000, Floating, upgraded to Aa1 from Aa2
   * Class D, $12,300,000, Floating, affirmed at Aa3
   * Class E, $10,300,000 Floating, affirmed at A1
   * Class F, $9,800,000, Floating, affirmed at A2
   * Class G, $10,300,000, Floating, affirmed at A3
   * Class H, $9,300,000, Floating, affirmed at Baa1
   * Class J, $10,300,000, Floating, affirmed at Baa2
   * Class K, $8,700,000, Floating, affirmed at Baa3
   * Class L, $11,569,459, Floating, affirmed at Ba1

The Certificates are collateralized by four loans, consisting of
two whole mortgage loans and two senior participation interests,
which range in size from 11.0% to 40.3% based on current principal
balances.  As of the February 15, 2005 distribution date the
transaction's aggregate certificate balance has decreased by
approximately 26.9% to $374.0 million from $511.7 million at
securitization.  The trust consists of two segregated loan groups.
Moody's does not rate Loan Group II, which consists of one
floating rate mezzanine loan secured by interests in 277 Park
Avenue.

Moody's was provided with operating results for the nine-month
period ending September 2004 for all of the loans and the
participation.  Moody's current weighted average loan to value
ratio ("LTV") is 66.1%, compared to 64.9 % at origination.
Moody's is upgrading Classes B and C due to increased credit
support and stable pool performance.

The largest loan is the FelCor Portfolio Loan ($110.5 million -
40.3%).  The loan is secured by first priority mortgages on ten
hotels located in eight states.  The properties contain 2,455
rooms as: Charleston Mills Holiday Inn, Charleston, South Carolina
(214 rooms), Lexington Hilton Suites, Lexington, Kentucky (174
rooms), San Antonio Airport Holiday Inn Select, San Antonio, Texas
(397 rooms), DFW Embassy Suites, Irving, Texas (305 rooms),
Jacksonville Embassy Suites (277 rooms), Raleigh/Durham Doubletree
Guest Suites, Durham, North Carolina (203 rooms), Rocky Point
Doubletree Guest Suites, Tampa, Florida (203 rooms), Bloomington
Embassy Suites, Bloomington, Minnesota (219 rooms), Tulsa Embassy
Suites, Tulsa, Oklahoma (240 rooms) and Old Mill Crowne Plaza,
Omaha, Nebraska (223 rooms).

The loan sponsor is FelCor Lodging LP.  At securitization Moody's
recognized average occupancy and an ADR of 68.2% and $98.62
respectively, resulting in RevPAR of $67.22.  For the trailing 12-
month period ended September 2004, the portfolio had average
occupancy and ADR of 68.6% and $100.58 respectively, resulting in
RevPAR of $69.04.  Moody's LTV is 69.4%, compared to 71.6% at
securitization.  There is additional debt in the form of senior
and junior mezzanine loans with a combined balance of
approximately $35.0 million.  The loan is shadow rated Baa3, the
same as at securitization.

The second largest exposure is the Hometown Portfolio Loan ($85.0
million - 31.0%).  The loan is secured by first priority mortgages
on 21 separate manufactured housing communities located in six
states.  The largest state concentration is Michigan with 3,086
sites, which represents 48.8% of the total portfolio of 6,084
sites.  The second and third largest concentrations are in Indiana
and Idaho with 14.8% and 11.8% respectively.  The loan sponsor is
Hometown America, LLC.  Average portfolio occupancy as of
September 2004 was 81.4%, compared to 84.2% at securitization.
Moody's LTV is 63.0%, compared to 61.5% at securitization.  The
property is further encumbered by $35.0 million of subordinate
debt in the form of a junior portion of the first mortgage.  The
loan is shadow rated Baa2, the same as at securitization.

The third largest loan is the Dolce Portfolio Loan ($48.3 million
- 17.6%).  The loan is secured by first priority mortgages on
three conference center hotels, comprising 594 rooms and
approximately 71,000 square feet of meeting space.  All three
hotels are located in the New York Metropolitan area and include:
Dolce Hamilton Park, Florham Park, New Jersey (219 rooms; 26,823
square feet of meeting space), Dolce Tarrytown House, Tarrytown,
New York (212 rooms; 23,087 square feet of meeting space) and
Dolce Heritage, Southbury, Connecticut (163 rooms; 21,376 square
feet of meeting space).

The loan sponsor is Dolce International and AEW Properties.  At
securitization Moody's recognized average occupancy and an ADR of
61.5% and $158.52 respectively, resulting in RevPAR of $97.44.
For the trailing 12-month period ended September 2004 the
portfolio's average occupancy and ADR were 61.1% and $160.43
respectively, resulting in RevPAR of $98.00.  Individual property
performance indicates the percentage changes from Moody's RevPAR
at securitization: Dolce Tarrytown (- 0.62%), Dolce Hamilton Park
(+8.70%) and Dolce Heritage (-13.06%). Moody's LTV is 64.7%,
compared to 66.8% at securitization.  There is additional debt in
the form of a $30.0 million mezzanine loan.  The loan is shadow
rated Baa3, the same as at securitization.

The fourth largest loan exposure is the Phoenix Spectrum Mall Loan
($30.2 million - 11.0%).  The loan is secured by a first priority
mortgage on fee and leasehold interests in a one-story regional
shopping mall and entertainment center containing approximately
1,080,526 square feet of rentable area located in Phoenix,
Arizona.  The mall is anchored by Wal-Mart (Moody's senior
unsecured rating Aa2) and Costco (Moody's senior unsecured rating
A2).  The mall has a third vacant anchor which had previously been
ground leased to Dillard's Clearance Center.  During the first
quarter of 2004 the property was acquired by a partnership between
Developers Diversified Realty and Coventry Real Estate Advisors.
The purchase price was approximately $46.5 million.  The new
owners plan to redevelop the mall and modify the current layout.

Since acquisition, the new borrower terminated the Dillard's
ground lease and is currently in lease negotiations with two
prospective anchor tenants.  Additionally, the borrower has
entered into a new 15-year lease with one of the property's two
existing movie exhibitors at a significantly higher rental rate.
The tenant will construct its own building to house a 14-screen
theater for which it received a tenant improvement allowance of
approximately $6.9 million ($110 PSF) from the borrower.  Other
significant tenants include Ross Dress for Less, PetsMart, and
Walgreens.  As of September 30, 2004 the property was 85.2%
leased, compared to 91.4% at securitization.  Moody's LTV is
64.9%, compared to 61.8% at securitization.  The loan is shadow
rated Baa3, the same as at securitization.


JACOBS ENTERTAINMENT: Moody's Rates $23MM Sr. Sec. Notes at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 to Jacobs Entertainment,
Inc.'s (JEI) new $23 million 11 7/8% senior secured notes due
2009, and confirmed the company's existing ratings.  The new notes
are an add-on to the company's existing $125 million 11 7/8%
senior secured notes 2009 and were issued under the same
indenture.  The ratings outlook is stable.

Proceeds from the new note offering were used primarily to
purchase three truck plaza gaming facilities in Louisiana from a
company owned and controlled by Jacobs Entertainment's two
directors and sole owners.  A portion of the proceeds was also
used to pay a consent fee to existing bondholders to allow the
transaction to take place.  The three truck plazas were pledged as
collateral under the indenture governing the 11 7/8% notes.

Pro forma for this transaction, total debt, including related
party subordinated debt, will be about $173 million, or about 4.7x
the company's latest 12-month EBITDA, a level considered
appropriate for the company's B2 senior implied rating given its
relatively small size.  Reported debt/EBITDA for the 12-month
period ended Sep. 30, 2004 was about 4.0x.

Jacobs Entertainment's B2 senior implied rating also takes into
consideration that two of the three truck plazas that the company
acquired are not presently licensed, and that obtaining these
licenses were not a condition of closing.  Louisiana state law
requires that truck plaza gaming facilities have to be licensed by
the Louisiana State Police.  Video poker operations began at the
licensed facility in September 2004.  One license application has
been filed which the company expects to be granted in March 2005.
The company expects that the other license will be granted in May
2005.

The stable ratings outlook recognizes Jacobs Entertainment's
positive year-to-year revenue and EBITDA performance, and that
although over 50% of the company's property-level cash flow comes
from the Black Hawk, Colorado gaming market, that market is
characterized by a relatively high barrier to entry due to the
limited availability of approved gaming space.  The Black Hawk
market has also exhibited a high degree of stability over the
years and the overall, long term growth for the market is
considered good.  Although some EBITDA growth is expected over the
next two years, it is not expected that leverage will likely drop
to, and sustain itself at, a level that supports a higher rating
during that time period.

The new rating assigned is:

   * $23 million 11 7/8% senior secured notes due 2009 -- B2.

The existing ratings confirmed are:

   * $125 million 11 7/8% senior secured notes due 2009, at B2;
   * Senior implied rating, at B2;
   * Long term issuer rating, at B3; and
   * Stable ratings outlook.

Jacobs Entertainment, Inc., owns and operates gaming and pari-
mutuel facilities in Colorado, Nevada, Louisiana, and Virginia.
The company owns three land-based casinos, six truck plaza gaming
facilities, a horse racing track with six off-track wagering
facilities, and an agreement that entitles the company to a
portion of the gaming revenue from an additional truck plaza video
gaming facility.  Net revenues for the 12-month period ended
Sept. 30, 2004 was about $186 million.


JOLIET JUNIOR: Fitch Lowers Rating of $14.5MM Revenue Bonds to D
----------------------------------------------------------------
Fitch Ratings-New York-March 3, 2005

Fitch Ratings downgrades Will County, Illinois's $14.5 million
student housing revenue bonds (Joliet Junior College project),
series 2002A, and taxable series 2002B to 'D' from 'C'.

A March 2 disclosure filing for the student housing project
indicated that the scheduled March 1 interest payment on the bonds
was not made.  The filing, the sole source of available
information, reported that First Midwest Bank, as trustee, did not
make the payment in response to a direction by the holders of 69%
of the outstanding bonds.  According to the document, these
bondholders are replacing First Midwest Bank as trustee with
Manufacturers and Traders Trust Co. of Baltimore, Maryland.  The
statement said that First Midwest Bank currently is holding 'the
funds that were to be used to make the scheduled?interest payment'
as discussion among holders of 'all' outstanding bonds continues.

Fitch has not received a notice that any event of default has yet
been declared pursuant to the terms of the bonds relating to the
matter of the March 1 payment.

The default category rating is assigned in light of the disclosure
that the scheduled interest payment on the bonds was not made.
The ratings of obligations in Fitch's default rating category are
based on prospects for achieving partial or full recovery after
the default.  Expected recovery values are highly speculative, but
the 'D' rating category generally indicates the lowest recovery
potential, i.e. below 50%.  Because of the housing project's
weakening track record and need to deplete debt service reserve
funds to make past payments, Fitch believes that the likelihood of
project funds being sufficient to repay all obligations is low.


KMART CORP: Secures Five-Year $4 Billion Loan with Sears
---------------------------------------------------------
Kmart Corporation and Sears Roebuck Acceptance Corp. entered into
a Five-Year Credit Agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and a consortium of bank and institutional
lenders.

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Kmart Holding Corporation and Sears, Roebuck and Co. signed a
definitive merger agreement that will combine Sears and Kmart into
a major new retail company named Sears Holdings Corporation. Sears
Holdings will be the nation's third largest retailer, with
approximately $55 billion in annual revenues, 2,350 full-line and
off-mall stores, and 1,100 specialty retail stores.

The Credit Agreement, dated February 22, 2005, provides Kmart and
SRAC, as borrowers, with access to a $4 billion revolving credit
facility, available for general corporate purposes and including a
$1.5 billion letter of credit sublimit.  The facility is to be
guaranteed by or secured by the inventory and credit card accounts
receivable of Kmart Holding Corporation, Sears, Roebuck and Co.,
Sears Holdings Corporation and certain of their domestic
subsidiaries, subject to collateral release provisions contingent
upon the consolidated performance of Sears Holdings.

The effectiveness of the Credit Agreement is contingent upon,
among other things:

   1.  the consummation of the Agreement and Plan of Merger,
       dated as of November 16, 2004, between Kmart and Sears;
       and

   2.  the entry into a Guarantee and Collateral Agreement in
       favor of the Agent by the Loan Parties.

The Agreement requires the Borrowers to pay to the Agent for the
account of each Lender a 0.175% commitment fee (subject to
adjustment over time).  The Borrowers will also pay other Agent's
Fees "as may from time to time."

Kmart Holding, Sears Holding and the Borrowers covenant with the
Lenders not to permit:

   (a) the Consolidated Adjusted Leverage Ratio (calculated by
       comparing the sum of all debt plus lease obligations to
       EBITDAR) as of the last day of any period of four
       consecutive fiscal quarters of Holdings to exceed 3.0 to
       1.0; and

   (b) the Consolidated Inventory Coverage Ratio (calculated by
       comparing Gross Domestic Inventory to the sum of the total
       amount owed to the Lenders plus available cash) as of the
       last day of any fiscal quarter of Holdings to be less than
       1.4 to 1.0.

The Lenders are:

    -- Syndication Agents

       * Citicorp USA, Inc.; and
       * Bank of America, N.A.;

    -- Documentation Agents

       * Barclays Bank PLC;
       * Lehman Commercial Paper Inc.;
       * HSBC Bank USA;
       * Merrill Lynch Bank USA;
       * Morgan Stanley Bank;
       * The Royal Bank of Scotland, PLC; and
       * Wachovia Bank, National Association; and

    -- Lead Arrangers and Joint Bookrunners

       * J.P. Morgan Securities Inc.;
       * Citigroup Global Markets Inc.; and
       * Banc of America Securities, LLC

The Loan will be funded by:

   Lender                                           Commitment
   ------                                           ----------
   JPMorgan Chase Bank, N.A.                      $230,200,000
   Citicorp USA, Inc.                              230,200,000
   Bank of America, N.A.                           230,200,000
   Barclays Bank PLC                               217,200,000
   Lehman Brothers Bank, FSB                       217,200,000
   Wachovia Bank, N.A.                             217,200,000
   Morgan Stanley Bank                             217,200,000
   HSBC Bank USA                                   217,200,000
   Merrill Lynch Bank, USA                         217,200,000
   The Royal Bank of Scotland plc                  217,200,000
   Goldman Sachs Credit Partners, L.P.             197,400,000
   Harris Nesbitt Financing, Inc.                  197,400,000
   CREDIT SUISSE FIRST BOSTON, acting
      through its Cayman Islands Branch            197,400,000
   The Bank of Nova Scotia                         197,400,000
   Bear Stearns Corporate Lending Inc.             197,400,000
   The CIT Group/Business Credit, Inc.             100,000,000
   Royal Bank of Canada                            100,000,000
   National City Bank                               75,000,000
   The Bank of New York                             75,000,000
   Banco Popular de Puerto Rico                     70,000,000
   CIBC, Inc.                                       50,000,000
   Mizuho Corporate Bank                            50,000,000
   The Northern Trust Company                       50,000,000
   Banca di Roma, Chicago Branch                    35,000,000
   Branch Banking and Trust Company                 25,000,000
   First Hawaiian Bank                              25,000,000
   KeyBank National Association                     25,000,000
   United Overseas Bank Limited, New York Agency    25,000,000
   U.S. Bank National Association                   25,000,000
   Siemens Financial Services, Inc.                 17,000,000
   First Tennessee Bank National Association        15,000,000
   The International Commercial Bank of China       15,000,000
   Malayan Banking Berhad                           15,000,000
   Bank of Oklahoma                                 10,000,000

A full-text copy of the Credit Facility is available at no charge
at:


http://www.sec.gov/Archives/edgar/data/1229206/000095012405001102/k92595exv99w1.txt

                     About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2004 of $36.1
billion, Sears, Roebuck offers its wide range of home merchandise,
apparel and automotive products and services through more than
2,300 Sears-branded and affiliated stores in the U.S. and Canada,
which include approximately 870 full-line and 1,100 specialty
stores in the U.S. Sears, Roebuck also offers a variety of
merchandise and services through sears.com, landsend.com, and
specialty catalogs.  Sears, Roebuck is the only retailer where
consumers can find each of the Kenmore, Craftsman, DieHard and
Lands' End brands together -- among the most trusted and preferred
brands in the U.S. The company is the largest provider of home
services, with more than 14 million service calls made annually.
For more information, visit the Sears, Roebuck website at
http://www.sears.com/

                             About Kmart

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/--isa mass
merchandising company that offers customers quality products
hrough a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.


LB-UBS COMMERCIAL: Moody's Junks $3.025MM Class Q Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 19 classes of LB-UBS Commercial Mortgage
Trust 2001-C7, Commercial Mortgage Pass-Through Certificates,
Series 2001-C7:

   * Class A-1, $18,102,940, Fixed, affirmed at Aaa
   * Class A-2, $60,674,000, Fixed, affirmed at Aaa
   * Class A-3, $270,444,882, Fixed, affirmed at Aaa
   * Class A-4, $57,722,000, Fixed, affirmed at Aaa
   * Class A-5, $540,708,000, Fixed, affirmed at Aaa
   * Class X-CL, Notional, affirmed at Aaa
   * Class X-CP, Notional, affirmed at Aaa
   * Class B, $49,909,000, Fixed, upgraded to Aa1 from Aa2
   * Class C, $16,636,000, WAC, upgraded to Aa2 from Aa3
   * Class D, $39,300,000, WAC, affirmed at A2
   * Class E, $12,100,000, WAC, affirmed at A3
   * Class F, $12,120,000, Fixed, affirmed at Baa1
   * Class G, $12,099,000, Fixed, affirmed at Baa2
   * Class H, $10,587,000, WAC, affirmed at Baa3
   * Class J, $10,587,000, Fixed, affirmed at Ba1
   * Class K, $15,124,000, Fixed, affirmed at Ba2
   * Class L, $6,049,000, Fixed, affirmed at Ba3
   * Class M, $7,562,000, Fixed, affirmed at B1
   * Class N, $4,537,000, Fixed, affirmed at B2
   * Class P, $3,025,000, Fixed, affirmed at B3
   * Class Q, $3,025,000, Fixed, affirmed at Caa2

As of the February 17, 2005 distribution date, the transaction's
aggregate principal balance has decreased by 3.7% to $1.17 billion
from $1.21 billion at securitization.  The Certificates are
collateralized by 113 loans, ranging in size from less than 1.0%
to 18.5% of the pool, with the top ten loans representing 48.0% of
the pool.  The pool consists of a large loan shadow rated
component, representing 39.4% of the pool, and a conduit
component, representing 60.6% of the pool.  Four loans,
representing 1.9% of the pool, have defeased and been replaced
with U.S. government securities.

There is one loan representing less than 1.0% of the pool in
special servicing.  Moody's has estimated a loss of approximately
$700,000 for this loan.  One loan has been liquidated from the
pool resulting in a realized loss of approximately $350,000.

Moody's was provided with year-end 2003 operating results for
99.1% of the performing loans and partial year 2004 operating
results for 55.0% of the performing loans.  Moody's weighted
average loan to value ratio ("LTV") for the conduit component is
84.7%, compared to 85.5% at securitization.  Based on Moody's
analysis, 5.9% of the pool has a LTV greater than 100.0% compared
to less than 1.0% at securitization.  Moody's is upgrading Classes
B and C due to stable overall pool performance and credit support
buildup.

The large loan component consists of four shadow rated loans.  The
largest shadow rated loan is the UBS Warburg Building Loan ($215.4
million - 18.5%), which is secured by a 1.1 million square foot
office building located in midtown Manhattan.  The property's
performance has been stable since securitization.  It is currently
97.0% occupied, compared to 100.0% at securitization.  The largest
tenant is UBS (Moody's senior unsecured rating Aa2), which
occupies 800,000 square feet under a lease that expires in 2018.
Moody's shadow rating is A2, the same as at securitization.

The second largest shadow rated loan is the Fashion Centre at
Pentagon City Loan ($160.9 million -- 13.8%), which is secured by
an 820,000 square foot regional mall located in Arlington,
Virginia.  The center is anchored by Nordstrom and Macy's, which
each own their respective improvements.  The center has been
virtually 100.0% occupied since securitization.  Moody's shadow
rating is Aa2, compared to Aa3 at securitization.

The third largest shadow rated loan is the Connell Corporate
Center Loan ($43.1 million - 3.7%), which is secured by a 415,000
square foot Class A suburban office building located in Berkeley
Heights, New Jersey.  The building is located within a 170-acre
corporate park that contains approximately 1.0 million square feet
of Class A space.  The largest tenant is American Home Assurance
Company (subsidiary of AIG - Moody's senior unsecured rating Aaa),
which occupies 52.0% of the premises under a lease expiring in
2013.  The property is 92.0% leased, compared to 100.0% at
securitization.  The loan fully amortizes by its June 2013
maturity date. Moody's shadow rating is A1, the same as at
securitization.

The fourth largest shadow rated loan is the Amsdell Portfolio Loan
($39.8 million - 3.4%), which is secured by nine self-storage
facilities located in New Jersey (5), Connecticut (3) and Ohio
(1).  Although the portfolio's occupancy has increased, from 79.6%
at securitization to 82.0% currently, its performance has been
impacted by a decline in rental rates.  Moody's shadow rating is
Ba1, compared to Baa3 at securitization.

The top three conduit loan groups represent 9.9% of the pool. The
largest conduit loan is the Plaza Frontenac Loan ($43.8 million -
3.8%), which is secured by a 443,000 square foot upscale regional
mall located in suburban St. Louis, Missouri.  The center is
anchored by Neiman Marcus, which owns its own store, and Saks,
which owns its improvements.  The center's performance has been
stable since securitization.  The loan is interest only.  Moody's
LTV is 74.5%, the same as at securitization.

The second largest conduit loan group consists of the Tri-County
Business Park Loans ($37.0 million - 3.2%), which are four cross-
collateralized loans secured by four industrial properties located
in Florida.  The properties total 1.1 million square feet.  The
portfolio's performance has declined slightly since securitization
due to a decline in occupancy.  Moody's LTV is 95.4%, compared to
91.6% at securitization.

The third largest conduit loan group consists of the Torrance
Executive Plaza East and West Loans ($33.1 million - 2.9%), which
are two cross collateralized loans secured by two office
properties located in Torrance, California.  The properties total
345,000 square feet.  Performance of the two properties has
declined slightly since securitization due to a decline in
occupancy.  The overall occupancy is currently 89.7%, compared to
94.8% at securitization.  Moody's LTV is 97.6%, compared to 94.1%
at securitization.

The pool's collateral is a mix of office (39.3%), retail (35.9%),
industrial and self storage (12.7%), multifamily (8.0%), U.S.
government securities (1.9%), lodging (1.8%) and healthcare
(0.4%).  The collateral properties are located in 21 states.  The
highest state concentrations are New York (22.8%), California
(17.6%), Virginia (15.4%), Florida (8.0%) and Maryland (7.3%).
All of the loans are fixed rate.


LEVI STRAUSS: Federated/May Merger Talks Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Levi Strauss & Co.
(B-/Stable/--).

As reported in the Troubled Company Reporter on Mar. 3, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
apparel marketer and distributor Levi Strauss & Co.'s proposed
$550 million senior unsecured notes with various maturities (to be
determined).  Proceeds from the notes will be used to refinance
the company's 11.625% notes due 2008.  The above rating is subject
to Standard & Poor's review of the final documentation.

At the same time, Standard & Poor's raised its ratings on the San
Francisco, California-based company, including its long-term
corporate credit rating, to 'B-' from 'CCC'.  The ratings were
removed from CreditWatch, where they were placed on Feb. 8, 2005.
The outlook is stable.  Levi Strauss had about $2.3 billion in
debt outstanding at Nov. 28, 2004.

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


MARIETTA STREET: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marietta Street Plaza, Inc.
        3930 Austell Powder Springs Road
        Powder Springs, GA 30127

Bankruptcy Case No.: 05-91391

Chapter 11 Petition Date: March 1, 2005

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255

Total Assets: $1,100,424

Total Debts:  $7,485,854

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Hometown Bank of Villa Rica   2nd lien on strip       $3,656,684
1849 Carollton-Villa Rica     shopping center, 1st
Hwy.                          Lien on all other
Villa Rica, GA 30180          real estate owned by
                              the Debtor

Wayne Ingram                  Marietta Street Plaza   $3,734,204
4525 Shipp Road               4093 Marietta St.,
Powder Springs, GA 30180      Powder Springs, GA.
                              the Debtor acquired
                              this property from
                              Powder Springs
                              Petroleum, LP subject
                              to the lien
                              secured value:
                              $650,000

Cobb County Tax Commissioner  Property tax               $28,311
Delinquent Tax Department
100 Cherokee St., Ste. 450
Marietta, GA 30090

City of Powder Springs        Property tax                $4,223


MARSH SUPERMARKETS: S&P Pares Rating to B & Says Outlook is Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Marsh
Supermarkets, Inc.  The corporate credit rating was lowered to 'B'
from 'B+'.  In addition, all ratings are removed from CreditWatch,
where they were placed with negative implications Nov. 11, 2004.
The outlook is stable.  The downgrade reflects the company's weak
credit measures and lack of significant progress in turning around
its operating performance.

Marsh recently reported results for its third quarter ended
Jan. 1, 2005.  Comparable supermarket and convenience store sales
grew 0.6% year over year, while comparable sales (excluding
gasoline) declined 1.9%. Despite revenue growth of 3.4%, to
$402 million for the quarter, EBITDA declined 8% year over year,
to $12.6 million, due to lower margins.  Also, debt levels
increased to $232 million ($397 million when adjusted for leases),
from $206 million at the end of the 2003 fiscal year ended
March 2004, because the company funded its capital expenditure
needs with additional debt.  Hence, credit measures have weakened,
with lease-adjusted debt to EBITDA of 6.4x and EBITDA interest
coverage of 1.8x at Jan. 1, 2005.  In addition, debt to capital is
77%, and funds from operations to total debt is 14%.  Availability
under Marsh's bank facility declined to $17 million; however, the
company did have $47 million of cash on its balance sheet.

"The ratings on Marsh reflect the company's heavy debt burden,
recent weak sales trends, and below-average operating margins, as
well as the highly competitive nature of the supermarket
industry," said Standard & Poor's credit analyst Stella Kapur.
"These risks are somewhat mitigated by the company's leading
position in its primary market of Indianapolis, Indiana"

Marsh operates 117 supermarkets and 162 Village Pantry convenience
stores in the Indiana and western Ohio area. In Indianapolis, the
company has a market share of about 29%, similar to that of Kroger
Co., according to the 2003 Market Scope.  However, it has faced
intense competition in past years from new store openings by
Wal-Mart Stores, Inc., Kroger Co., and others.  This factor, along
with increased promotional activity from competitors and more
selective consumer shopping patterns, contributed to a 1.4%
same-store retail sales decline for the fiscal year ended March
2004, following a 3.1% drop the previous year.  For the three
quarters ended Jan. 1, 2005, comparable sales increased 1.2%,
while comparable sales excluding gasoline declined 1.5%.


MCI INC: TMB Comm. Wants More Time to Modify Claim to Class 6A
--------------------------------------------------------------
On September 14, 1995, TMB Communications, Inc., Frank and Janice
Mitchell, and MCI Telecommunications Corporation entered into an
Authorized Sales Agent Agreement.  Under the Agreement, TMB was
named an independent authorized sales agent of MCI and was
obligated to meet certain annual revenue requirements.  In
return, MCI agreed to pay commissions based on contractual
percentages as stated in the Agreement.  Immediately upon MCI's
termination of the Agreement in 1996, TMB repeated its
longstanding demand for a complete accounting of all of its
customers and demanded a resolution of its disputes through a
fair process.

After several years of great effort and negotiation with MCI,
both parties entered into an Arbitration Agreement on August 30,
1999, establishing a detailed procedure for adjudicating the
disputes, which included TMB's allegations that:

    (a) MCI stole or diverted certain customers that were
        generated by TMB;

    (b) MCI failed to report, and misrepresented, certain
        revenues and pay commissions accordingly; and

    (c) MCI mishandled certain TMB accounts by committing various
        acts and omissions, including:

        -- delivering poor service to its customers;

        -- engaging in improper billing practices;

        -- processing orders untimely;

        -- failing to provide to TMB's customers the required
           level of service;

        -- installing customer services inaccurately and untimely;
           and

        -- failing or delaying in providing to TMB's customers
           promised discounts.

Louis A. Modugno, Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Morristown, New Jersey, relates that on
January 14, 2003, TMB filed Claim No. 11256, asserting amounts
due TMB as of the Petition Date in connection with the
Arbitration Agreement.  The Debtors objected to TMB's Claim and
denied allegations asserted in the Arbitration Agreement.

Subsequently, MCI and TMB entered into a stipulation, which
provides that:

    (a) the Debtors' objection was dismissed without prejudice;

    (b) the Claim was subject to and governed by the Arbitration
        Agreement;

    (c) the parties will arbitrate and mediate the amount of the
        Claim pursuant to the Arbitration Agreement; and

    (d) TMB's Claim is fixed and allowed as a general unsecured
        claim, not subject to further objection.

On November 19, 2003, the Debtors served a notice of deadline for
assertion of MCI Pre-Merger Claims.  Under the Deadline Notice,
any holder of a general unsecured claim against the Debtors that
sought treatment as the holder of a Class 6A MCI Pre-merger Claim
was required to serve on MCI and its counsel all supporting
documentation establishing the claim within 30 days of the
service of the Deadline Notice.  TMB's counsel received a copy of
the Deadline Notice but due to the pending arbitration and the
lack of knowledge of the value of the claim, TMB took no action.

Pursuant to the Stipulation, an Arbitration hearing was held on
June 15 to 18, 2004, in Miami, Florida, before a panel of
arbitrators.  By a letter dated September 20, 2004, an
arbitration decision was announced.  TMB was awarded $1,920,000,
which included pre-judgment interest.  The time in which TMB
could elect to have its claim recognized as a Class 6A Pre-Merger
Claim has since closed.

Mr. Modugno contends that TMB's Claim qualifies as a MCI Pre-
Merger claim because the Claim is related to commission fees and
damages stemming form the September 1995 Agreement.  Because MCI
terminated the Agreement in May 1996, the Claim arises from
transactions prior to September 13, 1998, and relies on the
credit of MCI prior to September 13, 1998.

Accordingly, TMB and the Mitchells ask the Court to extend the
time for them to modify their Class 6 General Unsecured Claim to
a Class 6A MCI Pre-Merger claim.

Mr. Modugno notes that MCI was well aware of all aspects of TMB's
Claim long before its merger with WorldCom in 1998 and was aware
that TMB qualified for the MCI Pre-merger Class based on the
facts contained in the Arbitration Agreement and its knowledge of
its relationship with TMB.

Mr. Modugno asserts that the extension for modification is
justified as "excusable neglect" for two reasons:

    (a) TMB did not receive proper notice of the Debtors' filings
        even though the Debtors were well aware of TMB and the
        status of TMB's claim; and

    (b) TMB was unable to establish whether it had a claim against
        the Debtors because the decision was left to the
        arbitrators, and if it did have a claim, was unable to
        establish the value of the claim until September 2004,
        nearly a year from the time in which the right to make
        the election had closed.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 75; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


MEGO FINANCIAL: Trustee Taps Algon Capital as Financial Consultant
------------------------------------------------------------------
C. Alan Bentley, the Chapter 11 Trustee for the estate of Mego
Financial Corp., dba Leisure Industries Of America, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Nevada for permission to employ Algon Capital, LLC, dba Algon
Group, as his financial consultant and liquidating agent.

Algon Capital is expected to:

   a) assist Mr. Bentley in evaluating the Debtors' interest in
      certain real estate in Nye County, Nevada, and in
      miscellaneous lots in Park and Huerfano Counties, Colorado;

   b) advise and evaluate in the sale of the Debtors' equipment,
      including computer and other miscellaneous equipment;

   c) assist Mr. Bentley in evaluating causes of actions relating
      to the Debtors' former officers and Board of Directors,
      their former professionals including legal counsels and
      accounting firms, and causes of actions relating to Round
      Valley Capital and Union Square Partners;

   d) assist and advise Mr. Bentley with regards to the Debtors'
      collection of default judgments received, Split dollar life
      insurance policy, the Valley Electric Cooperative dividend
      payments, and the possible sale of the Debtors' public
      company shell, Mego Financial Corp.; and

   e) provide all other services to Mr. Bentley that are necessary
      in the Debtors' chapter 11 cases.

Troy T. Taylor, the President of Algon Capital, discloses the
Firm's terms of compensation:

   a) a monthly fee of $50,000 for the first month up the sixth
      month of Algon Capital's engagement, to be reduced to
      $25,000 a month from the seventh month up to the 12th month
      of the engagement, and finally to $12,500 per month onwards;
      and

   b) A contingent fee of 20% of the gross proceeds received by
      the Debtors' estate from any sale or settlement of physical
      assets, litigations and settlements, if no contingency law
      firm has been engaged on the sale or settlement that results
      in proceeds, and 10% of the gross proceeds received by the
      estate if a contingency fee law firm has been engaged on the
      sale or settlement that results in proceeds;

Algon Capital assures the Court that it does not represent any
interest adverse to Mr. Bentley, the Debtors or their estates.

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.


MIRANT CORP: Wants to Provide Unitil with Replacement Guaranty
--------------------------------------------------------------
On February 25, 2003, Mirant Americas Energy Marketing, LP,
entered into a Portfolio Sale and Assignment and Transition
Service and Default Service Supply Agreement with Unitil Power
Corp. and Unitil Energy Systems, Inc.

Under the Unitil Agreement, MAEM agreed to purchase certain
entitlements with respect to Capacity and Associated Energy and
MAEM agreed to sell to the Unitil Creditors certain wholesale
power supplies.  In connection with the Unitil Agreement, Mirant
Corp. executed a guaranty, dated May 1, 2003, in favor of UPC and
UES.

Pursuant to the Guaranty, Mirant Corp. guaranteed MAEM's
obligations to the Unitil Creditors under the Unitil Agreement for
an amount not to exceed $20,000,000.

MAEM assumed the Unitil Agreement pursuant to a Court-approved
settlement agreement.  MAEM provided adequate assurances of future
performance of its obligations under the Unitil Agreement.
Specifically, the Settlement Agreement provided that, in the event
that MAEM subsequently defaulted under the Unitil Agreement, UES
and UPC had the right to effect a triangular netting of the
amounts due to either UES or UPC by MAEM against the amounts due
from either UES or UPC to MAEM.  In exchange for the cross-netting
provision, the Unitil Creditors waived and released any and all
rights, including, but not limited to, common law, bankruptcy or
U.C.C. rights to request adequate assurances in connection with
the Unitil Agreement until May 1, 2006 -- or so long as UES and
UPC had the ability to effect a triangular netting of the amount
due to either UES or UPC by MAEM against amounts due from either
UES or UPC to MAEM.


MIRANT CORP: U.S. Trustee Amends MAGi Committee Membership
----------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, William T.
Neary, U.S. Trustee for Region 6, informs the U.S. Bankruptcy
Court for the Northern District of Texas that The Royal Bank of
Scotland plc, represented by Charles Greer, is no longer a member
of the Official Committee of Unsecured Creditors for Mirant
Americas Generation, LLC.  At February 24, 2005, the MAGi
Unsecured Creditors Committee consists of:

      1. Tom Baker
         California Public Employees Retirement System
         Lincoln Plaza
         400 P Street
         Sacramento, California 95814
         Phone: (916) 341-2162
         Fax: (916) 326-3330
         tom_baker@calPERS.ca.gov

      2. Dan Gropper
         Elliott Associates, L.P.
         712 Fifth Avenue, 36th Floor
         New York, New York 10019
         Phone: (212) 506-2999
         Fax: (212) 974-2092
         Cell: (917) 692-6030
         dgropper@elliottmgmt.com

      3. Don Morgan
         Mackay Shields Financial
         9 West 57th Street
         New York, New York 10019
         Phone: (212) 230-3911
         Fax: (212) 754-9187
         don.morgan@mackayshields.com

      4. Thomas M. Korsman
         Wells Fargo Bank Minnesota, National Association
         MAC N9303-120
         Sixth and Marquette
         Minneapolis, Minnesota 55479
         Phone: (612) 466-5890
         Fax: (612) 667-9825
         thomas.m.korsman@wellsfargo.com

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


MIRANT CORP: Wants Solicitation Period Extended to June 30
----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Mirant
Corporation and its 82 affiliated Debtors ask the U.S. Bankruptcy
Court for the Northern District of Texas to further extend the
period during which only the Debtors may solicit acceptances of
their plan of reorganization through and including June 30, 2005.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the Court that the Debtors are currently under an
"aggressive" schedule to seek confirmation of the filed Plan and
exit from the administratively consolidated Chapter 11
proceedings.

The comprehensive schedule currently in place provides for:

   * The Valuation Hearing set for April 11 to 13, 2005;

   * The process for objecting to the proposed disclosure
     statement;

   * The Disclosure Statement Hearing set for April 20, 2005;

   * The Voting Deadline, which is May 27, 2005;

   * The deadline for objections to confirmation; and

   * The Confirmation Hearing set for June 8, 2005.

Although the Debtors are proceeding as expeditiously as possible,
the solicitation process cannot be concluded by the currently
scheduled April 1, 2005, deadline.  Allowing parties-in-interest
to file other competing plans before the solicitation process is
completed could needlessly exacerbate litigation and result in a
waste of estate resources to the detriment of the creditors.

According to Mr. Phelan, the extension is "realistic" and
"necessary" given the Plan-related dates for the Valuation Hearing
to determine the value of the Debtors' business, which will
conclude, inter alia:

   (1) whether the Debtors' unsecured creditors will obtain full
       recovery under the Plan; and

   (2) whether the Debtors' equity holders will be entitled to
       any recovery under the Plan.

A 90-day extension of the Exclusive Solicitation Period will
permit the Debtors to keep their efforts on track with the
Plan-related dates and the dates of the Valuation Hearing.

Mr. Phelan assures the Court that the extension will not prejudice
the legitimate interest of creditors and other parties-in-interest
and will afford the Debtors a meaningful opportunity to seek
acceptance of their Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/--together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MORGAN STANLEY: Fitch Junks Three Mortgage Certificate Classes
--------------------------------------------------------------
Morgan Stanley Capital 1 Inc., commercial mortgage pass-through
certificates, series 1999-FNV1 are downgraded by Fitch Ratings:

   -- $6.3 million class L to 'CCC' from 'B-';
   -- $6.3 million class M to 'C' from 'CCC';
   -- $9.5 million class N to 'C' from 'CC'.

In addition, these classes are affirmed by Fitch:

   -- $44.3 million class A-1 at 'AAA';
   -- $339.9 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $33.2 million class B at 'AA';
   -- $26.9 million class C at 'A';
   -- $12.6 million class D at 'A-';
   -- $30 million class E at 'BBB';
   -- $14.2 million class F at 'BBB-';
   -- $20.5 million class G at 'BB+';
   -- $7.9 million class H at 'BB';
   -- $9.5 million class J at 'BB-';
   -- $7.9 million class K at 'B'.

Fitch does not rate the $5.7 million class O certificates.

The downgrades are due to increased expected losses associated
with some of the specially serviced loans.  As realized, losses on
the specially serviced loans will deplete classes M, N, and O,
thus negatively affecting credit enhancement levels.

As of the February 2005 distribution date, the pool's aggregate
certificate balance has been reduced 9.1% to $574.8 million from
$632.1 million at issuance.  In addition, interest shortfalls
resulting from appraisal reductions on some specially serviced
loans continue to affect classes L, M, N, and O.  Fitch is unable
to determine at this time when the interest shortfalls will be
repaid.

Currently, seven loans (7.9%) are in special servicing.  The
largest loan (3.1%) is secured by an office property located in
Quincy, Massachusetts and is real estate owned -- REO.  The
property has suffered declines in occupancy.  The most recent
appraisal value on the property indicates a significant loss upon
liquidation.

The second largest loan (1.5%) is a retail property located in
Sevierville, Tennessee currently 90+ days delinquent and in
bankruptcy.  The third largest loan (1.3%) was originally secured
by eight assisted-living facilities located in Alabama with four
of the eight facilities remaining.  The special servicer is
currently exploring listing the properties for sale through a
broker.


MORGAN STANLEY: Fitch Upgrades $21.2 Million Mortgage Cert. to BB+
------------------------------------------------------------------
Morgan Stanley Capital Inc.'s commercial mortgage pass-through
certificates, series 1996-WF1, are upgraded:

     -- $21.2 million class F to 'AA-' from 'A-';
     -- $21.2 million class G to 'BB+' from 'B+'.

In addition, Fitch affirms these classes:

     -- $27.4 million class A-3 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $36.3 million class B at 'AAA';
     -- $30.3 million class C at AAA';
     -- $33.3 million class D at 'AAA';
     -- $9.1 million class E at 'AAA'.

The $10.2 million class H certificates are not rated by Fitch.

The upgrades are a result of increased subordination levels due to
additional loan amortization and prepayments.  As of the February
2005 distribution date, the pool's aggregate collateral balance
has been reduced 68.8%, to $188.9 million from $605.4 million at
issuance.  To date, the pool has realized losses in the amount of
$7.9 million.  Currently, there are no delinquent or specially
serviced loans in the deal.


NORTHROP GRUMMAN: Proposes to Declassify Board of Directors
-----------------------------------------------------------
Northrop Grumman Corporation's (NYSE: NOC) board of directors has
voted to submit a proposal to stockholders that would eliminate
the company's classified board structure.

Stockholders will be asked to vote on the board's recommendation
at the company's 2005 Annual Meeting scheduled for May 17, 2005.
If stockholders approve the board's recommendation, each class of
director up for re-election, commencing in 2006, will stand for
re-election on a yearly basis. Under the current structure, each
of the three director classes is elected to a three- year term
with one third of the board standing for re-election each year.

"We are committed to excellence in corporate governance and
believe this action is in keeping with that commitment and is
responsive to the views of our stockholders," said Ronald D.
Sugar, Northrop Grumman chairman, chief executive officer and
president.

                        About the Company

Northrop Grumman Corporation is a global defense company
headquartered in Los Angeles, Calif. Northrop Grumman provides a
broad array of technologically advanced, innovative products,
services and solutions in systems integration, defense
electronics, information technology, advanced aircraft,
shipbuilding, and space technology.  The company has more than
125,000 employees and operates in all 50 states and 25 countries
and serves U.S. and international military, government and
commercial customers.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Fitch Ratings has affirmed the 'BBB' ratings on Northrop Grumman
Corporation's senior unsecured debt and bank facility.  The 'BBB'
rating also applies to the senior unsecured debt of Northrop
Grumman's subsidiaries, including Litton Industries and Northrop
Grumman Space & Mission Systems Corporation (formerly TRW Inc.).

Fitch has raised the rating on Northrop Grumman's convertible
preferred stock to 'BBB-' from 'BB+'.  The Rating Outlook has been
revised to Positive from Stable for all classes of debt.
Approximately $6 billion of securities is affected by these rating
actions.

The revision to the Rating Outlook reflects continued growth in
revenues and free cash flow, additional debt reduction, and
improvement in Northrop Grumman's credit protection measures.
Fitch expects Northrop to follow a balanced cash deployment
strategy, including both debt reduction and share repurchases.

Northrop Grumman's ratings are supported by:

          -- the company's status as a top-tier defense
             contractor;

          -- high levels of U.S. defense spending;

          -- solid organic revenue growth;

          -- a healthy liquidity position;

          -- continued debt reduction; and

          -- an experienced management team with a successful
             track record of acquisition integration.

Concerns focus on the performance of several programs and
uncertainty regarding the U.S. Navy's budget plans.

Liquidity at June 30, 2004, was approximately $2.7 billion,
consisting of $559 million of cash and full availability under the
$2.5 billion credit facility, offset by $398 million of short-term
debt and current maturities.

The bulk of the maturing debt in 2004 consists of $350 million of
bonds due later in October.  Northrop also has $250 million of
bonds, which are callable this month.  The company's cash
resources will be augmented in November 2004 by the issuance of
equity worth $690 million, related to the equity purchase
contracts that are part of Northrop's outstanding equity security
units -- ESUs.

Cash resources could be further boosted if Northrop monetizes any
of the securities received in the sale of TRW Automotive. Fitch
estimates that these TRW securities (debt and equity) have a
market value of at least $800 million.

Northrop Grumman's debt-to-EBITDAP ratio for the last 12 months
ended June 30, 2004 was 2.1 times (x), an improvement from 2.2x at
the end of 2003.

Interest coverage for the last 12 months was 6.0x up from 5.3x in
2003. Fitch expects further improvement in these credit statistics
in 2004 as a result of additional debt reduction, lower interest
expense, and EBITDAP growth.

In November 2001, Northrop Grumman issued $690 million of Equity
Security Units.  These are two part securities.  The first part of
each unit consists of a contract to purchase $100 of Northrop
stock on Nov. 16, 2004 (total inflow will be $690 million).

The second part consists of a senior note due in 2006 with a
principal amount of $100.  These senior notes, which are included
in total debt, were remarketed in August 2004, and the interest
rate was reset to 4.1% from the original 5.25% rate.


OXFORD INDUSTRIES: S&P Holds Rating Amidst Federated/May Talks
--------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Oxford Industries, Inc.
(BB-/Stable/--).

In April 2003, Standard & Poor's Ratings Services assigned its
'BB-' long-term corporate credit rating to Oxford Industries Inc.
At the same time, Standard & Poor's assigned its 'B' unsecured
debt rating to the company's $175 million senior notes due 2011.

The ratings outlook on Oxford is stable.

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


PERRY ELLIS: S&P's Rating Unaffected by Federated/May Merger Talks
------------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Perry Ellis International,
Inc. (B+/Negative/--).

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

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

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


PHELPS DODGE: Moody's Reviews Ratings for Possible Upgrade
----------------------------------------------------------
Moody's Investors Service placed Phelps Dodge Corporation's
ratings (Baa3 senior unsecured) under review for possible upgrade.
The review is prompted by the improvement in Phelps Dodge's
capital structure and operating performance over the past three
years as the company's efforts to reduce debt were accelerated by
greatly improved copper and molybdenum prices over the past 18
months.

However, Phelps Dodge remains a high cost producer and the review
will focus on the company's ability, in a weaker metals price
environment, to generate sufficient cash to fund its ongoing
investments while maintaining a solid capital structure and
favorable debt protection measurements.  The review will also
focus on the company's ability to move forward with the
development of its key growth projects, which are necessary to
lower the company's overall cost position.

Ratings placed under review for possible upgrade are:

  -- Phelps Dodge Corporation:

     * Senior unsecured notes and debentures at Baa3,

     * Shelf registration for senior unsecured debt at (P)Baa3,
       junior convertible debt at (P)Ba1, cumulative preferreds,
       convertible preferreds and jr. participating cumulative
       preferreds at (P)Ba2, PD Capital Trust I and PD Capital
       Trust II guaranteed trust preferred's at (P)Ba1

  -- Cyprus Amax Minerals Company:

     * Senior unsecured notes and debentures, legally assumed by
       Phelps Dodge, at Baa3

Phelps Dodge Corporation produced approximately 2.2 billion pounds
of copper for its own account in 2004 and is a leading producer of
molybdenum.  In 2004, the mining division accounted for 77% of
total revenues.  Through PD Industries, the company is involved in
the manufacture of specialty chemicals, principally carbon black,
and wire and cable.  Headquartered in Phoenix, Arizona, Phelps
Dodge had revenues of $7.1 billion in 2004.


POIROT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Poirot Properties I, LLC
        2680 North First Street, Suite 200
        San Jose, California 95134

Bankruptcy Case No.: 05-51147

Chapter 11 Petition Date: March 3, 2005

Court: Northern District of California (San Jose)

Debtor's Counsel: Richard Seim, Esq.
                  Law Offices of Richard Seim
                  133 Race Street
                  San Jose, CA 95126
                  Tel: 408-279-4435

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Barbara Epis                  Loan                      $987,638
26948 Beatrice Lane
Los Altos, CA 94022

Alfred L. Rinaldo Jr.         Compensation              $350,000
2680 N First Street Ste. 200
San Jose, CA 95134

Carl D Trigilio               Loan                       $85,000
125100 Paseo Cerro
Saratoga, CA 95070

Intagio                       Loan                       $71,096

Department of the Treasury    Taxes                      $37,185

Stuart Kadas                  Compensation               $24,235

George Ballard Co.            Trade                       $8,579

State Fund                    Trade                       $7,743

Employment Development Dept.  Taxes                       $6,500

PG&E                          Trade                       $5,911

Tri-County Communications     Trade                       $5,000

Pacific Bell Directory        Trade                       $2,221

Monterey Insurance Agency     Trade                       $2,000

Rayne Water                   Trade                       $1,944

Carmel Marina Corp.           Trade                       $1,461

Allied Interstate             Trade                       $1,175

Bay Area Credit               Trade                       $1,137

Olga Loeffler                 Compensation                $1,062

SBC Payment Center            Trade                         $984

American Supply Co.           Trade                         $863


QWEST COMMS: Completes PCS License Sale to Verizon for $418 Mil.
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) and Verizon
Wireless completed the sale of Qwest's PCS licenses and related
wireless network assets to Verizon Wireless.  The transaction,
originally announced in July 2004, does not impact any new or
existing Qwest Wireless customers.  Verizon Wireless paid
$418 million in cash to obtain Qwest's PCS licenses (1900 MHz), as
well as cell sites, wireless network infrastructure, site leases,
and associated network equipment in 14 western states.

Qwest offers service under the Qwest Wireless brand to residential
and business customers through its relationship with Sprint PCS.
Qwest Wireless customers have access to nationwide wireless
coverage and features including enhanced voice, photo, video, Web
and text applications.  Qwest recently transitioned the remainder
of its customers to the Sprint network.

"We are pleased to complete this transaction in a timely manner.
By selling these assets we eliminate associated capital
expenditures in 2005 and obtain the full $418 million in cash,"
said Oren G. Shaffer, Qwest vice chairman and chief financial
officer.  "Qwest will continue to focus on serving wireless
customers well, providing a completely integrated bundle of local,
wireless and data services."

                           About Qwest

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.

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

If Qwest's offer is accepted by MCI's shareholders, Standard &
Poor's will evaluate the company's plans for integrating MCI, its
financial plans, and longer-term strategy given the competitive
and consolidating telecommunications industry.  Moreover, the
status of the shareholder lawsuits is still uncertain and could be
a factor in the rating or outlook even after the CreditWatch
listing is resolved under an assumed successful bid by Qwest for
MCI at current terms.  As such, if Qwest's bid is rejected and it
terminates efforts to acquire MCI, ratings on Qwest will be
affirmed and removed from CreditWatch, and a developing outlook
will be reassigned.


RAVENEAUX LTD: Wants to Hire Weycer Kaplan as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
Raveneaux, Ltd., permission to employ Weycer, Kaplan, Pulaski &
Zuber, P.C., as its general bankruptcy counsel.

Weycer Kaplan will:

   a) advise the Debtor in its duties and responsibilities as a
      debtor-in-possession with regards to the continued operation
      and management of its business;

   b) assist the Debtor in the analysis of its financial situation
      and in the preparation and filing of its schedules of assets
      and liabilities and statements of financial affairs;

   c) represent the Debtor in the first meeting of creditors and
      assist in negotiations with its secured and unsecured
      creditors;

   d) assist and advise the Debtor in the defense of any stay
      litigation and in the preparation for a disclosure statement
      and plan of reorganization; and

   e) provide all other legal services that are necessary in the
      Debtor's bankruptcy proceedings.

Edward L. Rothberg, Esq., a Shareholder at Weycer Kaplan, is the
lead attorney for the Debtor.  Mr. Rothberg discloses that the
Firm received a $35,000 retainer.  Mr. Rothberg will bill the
Debtor $300 per hour for his services.

Other lead attorneys for the Debtor are Hugh M. Ray, III, Esq.,
and Melissa Anne Haselden, Esq.  Mr. Ray charges at $210 per hour,
while Ms. Haselden charges $200 per hour.  Legal Assistants and
Paralegals who will perform services to the Debtor will charge
$100 per hour.

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

Headquartered in Spring, Texas, Raveneaux, Ltd., --
http://www.raveneaux.com/-- operates a country club, a golf
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
When the Debtor filed for protection from its creditors, it listed
total assets of $15 million and total debts of $11 million.


RAVENEAUX LTD: Section 341(a) Meeting Slated for March 31
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Raveneaux,
Ltd.'s creditors at 1:00 p.m., on March 31, 2005, at Suite 3401,
515 Rusk Avenue, Houston, Texas 77002.  This is the first meeting
of creditors required under 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 Spring, Texas, Raveneaux, Ltd., --
http://www.raveneaux.com/-- operates a country club, a golf
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
Edward L. Rothberg, Esq., Hugh M. Ray, III, Esq., and Melissa Anne
Haselden, Esq., at Weycer Kaplan Pulaski & Zuber, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of $15
million and total debts of $11 million.


RELIANCE GROUP: Court Approves $1.64 Million Pershing Settlement
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 4, 2005, M.
Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, asks
the Commonwealth Court to approve a Settlement Agreement with
Lloyd's Underwriters and Companies -- other than Zurich
Reinsurance (London) Limited.

                        Settlement Agreement

The Settlement Agreement provides that Underwriters agree to pay,
and RIC agrees to accept, $1,640,000.  That amount is to be paid
on the "Effective Date" of the Settlement, which is the later of:

    -- an order from the Commonwealth Court of Pennsylvania
       overseeing the liquidation of RIC is entered, approving and
       authorizing the Underwriters to make the $1,640,000 payment
       to RIC under the Policy;

    -- an order from the United States Bankruptcy Court for the
       Southern District of New York overseeing the bankruptcy of
       Reliance Group Holdings is entered, approving the
       Settlement Agreement and authorizing the Underwriters to
       make the $1,640,000 payment to RIC under the Policy; and

    -- the Orders are not subject to any stay, appeal, request for
       reconsideration or request for rehearing and for which the
       time to seek any stay, appeal, reconsideration or rehearing
       has expired.

The Settlement Agreement also preserves the rights of both the
Underwriters and RIC to assert that a different amount applies to
the Pershing Park Litigation.  This provision allows the parties
the necessary flexibility to further negotiate a resolution of
the coverage issue relating to the Disputed Amount.

With respect to the Disputed Amount, the Settlement Agreement
allows RIC and the Liquidator 90 days after the Effective Date to
advise the Underwriters whether they intend to seek further
monies from the Underwriters under the Underwriters Policy for
the Pershing Park Litigation.  The 90-day period affords the
Liquidator time to evaluate RIC's entitlement to coverage for the
Disputed Amount and to continue efforts to negotiate a resolution
with the Underwriters, while receiving the $1,640,000 undisputed
coverage amount on behalf of RIC's estate.

The Settlement Agreement was the subject of arm's-length
negotiations, according to Jerome R. Richter, Esq., at Blank
Rome, in Philadelphia, Pennsylvania.  The result is fair and
reasonable because RIC will recover the undisputed proceeds of
the Policy for the Pershing Park Litigation, while preserving its
rights to resolve the disputed amount of that claim.

                          *     *     *

The Court approves the stipulation.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/--is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RFC CDO: Fitch Rates $3 Mil. Deferrable Interest Notes at BB
------------------------------------------------------------
Fitch Ratings assigns the following ratings to RFC CDO II Ltd. and
RFC CDO II Corp. (collectively referred to as the co-issuers):

    -- $213,000,000 class A-1 senior secured floating-rate notes
       due March 2040 'AAA';

    -- $39,000,000 class A-2 senior secured floating-rate notes
       due March 2040 'AAA';

    -- $6,000,000 class B-1 senior secured floating-rate notes due
       March 2040 'AA';

    -- $6,000,000 class B-2 senior secured fixed-rate notes due
       March 2040 'AA';

    -- $13,500,000 class C secured floating-rate deferrable
       interest notes due March 2040 ' A-';

    -- $4,500,000 class D secured floating-rate deferrable
       interest notes due March 2040 'BBB';

    -- $4,500,000 class E secured floating-rate deferrable
       interest notes due March 2040 'BBB-';

    -- $3,000,000 class F secured fixed-rate deferrable interest
       notes due March 2040 'BB'.

The ratings of the class A-1, class A-2, class B-1 and class B-2
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the class C, class D, class
E and class F notes address the likelihood that investors will
receive ultimate interest and deferred interest payments, as per
the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

The ratings are based upon the credit quality of the underlying
assets and the credit enhancement provided to the capital
structure through subordination and excess spread.

The net proceeds from the issuance of the notes will be used to
purchase a high-grade portfolio consisting of approximately 86% in
residential mortgage-backed securities -- RMBS -- and 14% in
commercial mortgage-backed securities -- CMBS.  The collateral
supporting the structure will have a maximum Fitch weighted
average rating factor - WARF -- of 3.67 ('BBB+/BBB') and
represents $300 million.  The collateral was selected and is
monitored by Residential Funding Corporation -- RFC, as the asset
manager.  The notes have a stated maturity of March 15, 2040, and
quarterly payments on the notes will begin on June 15, 2005.

The collateral manager will purchase all investments for the
portfolio on behalf of the co-issuers, which are special purpose
companies incorporated under the laws of the Cayman Islands and
State of Delaware, respectively.  The collateral manager's trading
ability will be limited to the sale of defaulted, credit-risk and
written-down securities as outlined in the governing documents.

For more information on this transaction, see the presale report
titled 'RFC CDO II Ltd./Corp.,' available on the Fitch Ratings web
site at http://www.fitchratings.com/


RIGGS NATIONAL: Inks Pact to Settle Stockholder Litigation
----------------------------------------------------------
The PNC Financial Services Group, Inc. (NYSE: PNC) and Riggs
National Corporation (Nasdaq: RIGS) have entered into an agreement
in principle with plaintiffs' counsel to settle previously
disclosed litigation asserting purported derivative and class
action claims against certain current and former members of the
Riggs board of directors.  The litigation, which was brought in
the Delaware Court of Chancery, relates, among other things, to
alleged violations by the Riggs board of directors of their
fiduciary duties in connection with compliance by Riggs with
various anti-money laundering laws and the proposed merger
agreement between PNC and Riggs.

"PNC and Riggs have agreed in principle to the settlement of the
actions to eliminate the burden and expense of further
litigation," Riggs stated.

"The settlement is an additional step in our continued progress
toward completing the merger and entering the appealing
Washington, D.C. marketplace.  We are pleased that this matter has
been resolved," said PNC Chairman and Chief Executive Officer
James E. Rohr.

In the settlement, PNC, as successor to Riggs, will contribute
$2.7 million in cash into a settlement fund to be distributed to
all public stockholders of Riggs (other than the persons named as
defendants in the Delaware action and their affiliates).  An
eligible stockholder will receive a distribution from the fund,
following the closing of the pending merger between PNC and Riggs,
in proportion to that stockholder's ownership of Riggs common
stock held by eligible stockholders.  Also, PNC has agreed that
the maximum amount of the termination fee payable under the
parties' amended merger agreement will be reduced from $30,000,000
to $23,000,000, and plaintiffs' counsel in the action was afforded
the opportunity to review and comment on the proxy
statement/prospectus filed relating to the merger before it was
filed on Feb. 25, 2005.

The settlement will provide for a dismissal of the Delaware
litigation with prejudice and the complete release of all claims
that Riggs and Riggs stockholders during the period from July 15,
2004, through the completion of the merger may have against Riggs,
the Riggs director defendants or PNC arising out of or related to
Riggs' banking practices or the proposed merger.

The settlement is subject to completion of the merger and
customary conditions, including negotiation of a definitive
settlement agreement and approval by the Delaware Court of
Chancery.  Upon approval of the proposed settlement by the court,
plaintiffs' attorneys are expected to apply for an award of
attorneys' fees and expenses of $1.1 million to be paid by PNC, as
successor to Riggs.  In the event the Delaware Court approves the
settlement and enters judgment dismissing the litigation, the
shareholder plaintiff in a related derivative lawsuit filed in the
District of Columbia will join Riggs and its directors in a motion
to dismiss that suit based on the Delaware judgment.

The PNC Financial Services Group, Inc., and Riggs have filed a
proxy statement/prospectus and other relevant documents concerning
the merger with the United States Securities and Exchange
Commission.  We urge investors to read the proxy
statement/prospectus and any other documents to be filed with the
SEC in connection with the merger or incorporated by reference in
the proxy statement/prospectus, because they will contain
important information.  Investors will be able to obtain these
documents free of charge at the SEC web site --
http://www.sec.gov/In addition, documents filed with the SEC by
The PNC Financial Services Group, Inc., will be available free of
charge from Shareholder Relations at (800) 843-2206.  Documents
filed with the SEC by Riggs will be available free of charge from
http://www.riggsbank.com/

The directors, executive officers, and certain other members of
management of Riggs may be soliciting proxies in favor of the
merger from its shareholders.  For information about these
directors, executive officers, and members of management,
stockholders are asked to refer to Riggs's most recent annual
meeting proxy statement, which is available on Riggs's website --
http://www.riggsbank.com/-- and at the addresses provided in the
preceding paragraph.

                       About PNC Financial

The PNC Financial Services Group, Inc. is one of the nation's
largest diversified financial services organizations providing,
consumer and business banking; specialized services for
corporations and government entities including corporate banking,
real estate finance and asset-based lending; wealth management;
asset management and global fund services.

                           About Riggs

Riggs Bank N.A. is the primary operating subsidiary of Riggs
National Corporation, the largest bank holding company
headquartered in the nation's capital.  Riggs commands the largest
market share in the District of Columbia and specializes in
banking and financial management products and services for
individuals, nonprofit organizations and businesses.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Moody's Investors Service announced that it is maintaining the
review, direction uncertain, on the ratings of Riggs National
Corporation (subordinated at B2) and those of its lead bank
subsidiary, Riggs Bank N.A. (deposits at Ba1).

Moody's announcement follows the February 10, 2005 announcement by
PNC Financial Services Group, Inc., and Riggs National Corporation
(Riggs) that the companies had amended and restated the terms and
conditions of their July 2004 agreement under which PNC would
acquire Riggs.  The transaction is expected to close as soon as
possible, subject to legal, regulatory and shareholder approvals.

Either party, however, may terminate the agreement after May 31,
2005 if the transaction has not closed. On February 7, 2005, Riggs
rejected an earlier set of revised terms and conditions proposed
by PNC Financial.  That rejection, together with the expectation
that weakened core profitability would continue for the
foreseeable future as a result of increased legal and other
expenses, prompted a downgrade in Riggs' ratings on February 8,
2005, Moody's added.

While the latest announcement is a positive development, Moody's
expects that the situation at Riggs National will continue to be
dynamic.  Should the transaction not close as expected, Moody's
believes that Riggs will very likely suffer deterioration in its
franchise value.  On the other hand, positive ratings pressure
could be triggered by an increase in the probability of a
successful transaction.  For this reason, Moody's has maintained
Riggs' ratings on review, direction uncertain.


RYLAND GROUP: Declares $0.06 Per Share First Quarter Dividend
-------------------------------------------------------------
The board of directors of The Ryland Group, Inc. (NYSE: RYL), has
declared a first-quarter dividend of $0.06 per share, payable on
April 30, 2005, to common stock shareholders of record on
April 15, 2005.

With headquarters in Southern California, Ryland --
http://www.ryland.com/-- is one of the nation's largest
homebuilders and a leading mortgage-finance company.  The Company
currently operates in 27 markets across the country and has built
more than 225,000 homes and financed over 195,000 mortgages since
its founding in 1967.  Ryland is a Fortune 500 company listed on
the New York Stock Exchange under the symbol "RYL."

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 29, 2004,
Moody's Investors Service raised the ratings on three issues of
senior notes of The Ryland Group, Inc., to Baa3 from Ba1 and
confirmed the company's other ratings. The ratings outlook
remains stable.

The upgrades reflect Ryland's decision to attach the guarantees of
its major homebuilding subsidiaries to the senior note issues.
Previously, the senior notes did not carry upstream subsidiary
guarantees and thus were rated one notch below the senior implied
rating.

These rating actions were taken:

   * Senior implied rating is confirmed at Baa3

   * Senior unsecured issuer rating is raised to Baa3, from Ba1

   * $100 million of 8% senior notes due 8/15/2006 is raised to
     Baa3, from Ba1

   * $150 million of 5.375% senior notes due 6/1/2008 is raised to
     Baa3, from Ba1

   * $147 million of 9.75% senior notes due 9/01/2010 is raised to
     Baa3, from Ba1

   * $143.5 million of 9.125% senior subordinated notes due
     6/15/2011 is confirmed at Ba2

The rating on the senior subordinated notes was left unchanged
because the subsidiary guarantees will not apply to this issue.

Ryland's ratings reflect the continuing improvement in its
financial profile, a highly disciplined growth strategy that
avoids acquisitions, a conservative land policy, tight cost
controls, and strong liquidity.  At the same time, the ratings
consider Ryland's size relative to its peer group, the ongoing
share repurchase program, and the cyclical nature of the
homebuilding industry.

The stable ratings outlook reflects Moody's expectation that
Ryland will continue to maintain capital structure discipline
while pursuing its expansion opportunities.


SAAN STORES: Moves Forward with Plan to Exit CCAA by Apr. 1
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 19, 2005,
SAAN Stores Ltd. sought and obtained a Court order for protection
under the Companies' Creditors Arrangement Act.  The shares of
SAAN were acquired from Winnipeg based Gendis, Inc., the former
parent company of SAAN.

The Initial Order stays SAAN's creditors from enforcing their
claims against the Company.  This Stay Period provides a means for
SAAN to implement cost savings and negotiate with stakeholders
with a view to implementing a restructuring plan with affected
creditors.  However, during the Stay Period payments are made on a
"go-forward" basis for all purchases of goods and services
required for ongoing business needs, including employees,
landlords, vendors and suppliers, and taxing authorities.  SAAN is
now moving forward with its proposal to implement its
restructuring plan, seeking to emerge from protection on April 1,
2005, twelve weeks from the time of the Initial Order.

           The Impact of SAAN's Restructuring Proposal
                      for Unsecured Creditors

SAAN has scheduled a Motion in its CCAA proceeding to be heard by
the Court this week on Thursday, March 3, 2005.  SAAN is seeking a
further order of the Court extending the Stay Period provided for
by the Initial Order, until March 31, 2005.  SAAN is also seeking
an order authorizing it to make a proposal to its unsecured
creditors under the Bankruptcy and Insolvency Act by March 14,
2005, asking that Court-appointed Monitor RSM Richter Inc. be
appointed Proposal Trustee.

The Company's unsecured creditors include:

   -- former SAAN employees in respect of their termination and
      severance claims;

   -- the claims of landlords in respect of leases that have been
      terminated in accordance with the Initial Order and any pre-
      filing claims; and

   -- suppliers and financiers of goods and services and taxing
      authorities.

The meeting of SAAN's Proposal Creditors to seek their approval of
the Proposal is anticipated to be on Tuesday, March 29, 2005, with
Court approval of the Proposal anticipated to be on Thursday,
March 31, 2005.

At present it is not possible to provide the details of SAAN's
Proposal as they depend upon a number of matters yet to be finally
determined.  However, SAAN contemplates a Proposal with two basic
components:

   (1) the Company will make available to SAAN's Proposal
       Creditors a sum of money for distribution as a first
       dividend or distribution; and

   (2) the Company will make further distributions to SAAN's
       Proposal Creditors, the level of which will be depend upon
       SAAN's success following emergence from protection.

Court related documents relating to the CCAA proceedings can be
found at http://www.blgcanada.com/saan


SAAN STORES: Gets $28.5 Mil. for Inventory & Pays Congress Debt
---------------------------------------------------------------
SAAN Stores Ltd. received $28.5 million as the initial payment
under its Agency Agreement with The Hilco Organization HMR Canada
I Inc. and Gordon Brothers Retail Partners LLC.  The Company used
$17.8 million of the amount to fully repay its debt to Congress
Financial Corporation (Canada), its first secured lender.
Congress's lending facility expires on March 7, 2005.  With
Congress paid, the risk of it realizing on its security was
eliminated, paving the way for a restructuring for SAAN.  The
balance of the funds received from the Agents is supporting the
Company's working capital requirements during the restructuring
process.

In selling the Company's inventory pursuant to the Agency
Agreement and the Inventory Sale Plan, there are 123 of SAAN's
stores that the Agents are obliged to continue to operate until
March 31, 2005 (and pay occupancy costs), including that the Agent
is obliged to maintain the employment of the Company's employees
in those stores.

The $28.5 million already paid to SAAN by the Agents was 85% of
the estimated guaranteed amount payable to the Company under the
Agency Agreement.  The guaranteed amount is a percentage of the
value of the inventory.  Based upon the success of the Agency
Sales to date, SAAN expects to receive an additional $2 million
from the Agents during the month of March to support the Company's
operations and its restructuring Proposal.

Court related documents relating to the CCAA proceedings can be
found at http://www.blgcanada.com/saan


SAAN STORES: Negotiates $30 Million Exit Financing with GMAC
------------------------------------------------------------
To successfully implement its CCAA restructuring plan, SAAN Stores
Ltd. must obtain additional support financing.  The acquisition of
inventory required by SAAN during the restructuring, which is to
be sold throughout the store chain upon emergence from protection,
requires a debtor in possession financing facility.  Over the last
month, SAAN has devoted a significant amount of time to
negotiations and discussions with GMAC Commercial Finance
Corporation-Canada, with respect to obtaining a DIP Credit
Facility combined with a post-emergence, asset-based lending
credit facility.  GMAC initially provided SAAN with a draft term
sheet for a $7 million DIP Credit Facility, which contemplates a
$30 million Post-Emergence Credit Facility.  Upon further
negotiations with GMAC, the DIP Credit Facility is now proposed to
be $20 million.  GMAC has undertaken its due diligence and, as
negotiations evolve, SAAN anticipates seeking Court approval of
GMAC's DIP Credit Facility during the week of March 7, 2005.  The
Company's discussions with GMAC for the $30 million Post-Emergence
Credit Facility are continuing at the same time as the DIP Credit
Facility is being finalized.  This Post-Emergence Credit Facility,
which the Company hopes will be in place in early April 2005,
would pay off the DIP Credit Facility and fund the Company's going
forward operations on emergence.

Doug Elliott, President and Director of SAAN Acquisition Corp. and
SAAN, in anticipating SAAN's emergence, commented:

"In managing the significant challenges ahead, SAAN recognizes
that the objectives for revitalizing this business can only be
achieved with the ongoing support of the majority of the Company's
stakeholders: employees, landlords, vendors and lenders and
financiers alike; all embracing a spirit of compromise and a
shared commitment to the vision of a reorganized and restructured
operation as the solution for long-term benefit."

Court related documents relating to the CCAA proceedings can be
found at http://www.blgcanada.com/saan


SAAN STORES: Streamlining Operations to 130 Stores on Emergence
---------------------------------------------------------------
SAAN Stores Ltd. disclosed the assembly of a team of international
retail industry experts and professional advisors to manage the
Company's acquisition and restructuring process.  Mr. Doug
Elliott, President and Director of SAAN Acquisition Corp. and
SAAN, commenting on the turnaround team and the restructuring
process, said:

"SAAN's restructuring team has been given the mandate to
expeditiously conduct the necessary investigations and take the
necessary steps required to reorganize SAAN's business to achieve
a positive turnaround of its operations.  The focus of this team
is to create a sustainable business model:

   -- restoring SAAN to profitability as a revitalized Canadian
      retail network, owned and operated by Canadians, for
      Canadians; and

   -- restoring SAAN's heritage and reputation for providing value
      and community leadership in small towns and rural
      communities across Canada.

"In a reasonably short period of time, we believe we have
delivered that sustainable business model -- and the restructuring
Proposal we will be asking our creditors to approve, in the best
interests of all stakeholders, embodies that model."

Upon its emergence from protection with its Proposal approved, the
reorganized SAAN is expected to be structured with:

   -- 130 to 150 stores nationally;

   -- 1,600 to 1,800 employees across the country;

   -- $30 million asset based lending credit facility;

   -- $200 million in annual sales projected;

   -- Montreal logistics and operations headquarters maintained;

   -- Toronto management offices established; and

   -- Winnipeg administration offices and distribution centre
      exited;

                  Streamlining SAAN's Operations

It is apparent from the public reporting of Gendis Inc., the
former parent company of SAAN, that without the late intervention
of SAAN Acquisition Corp. and its Dec. 16, 2004, purchase of SAAN
Stores, SAAN was on the eve of bankruptcy and the imminent end of
the SAAN legacy was on the horizon.  A regrettable but inevitable
consequence of SAAN's restructuring process is the closure of a
number of uneconomic SAAN stores and the termination of employees.
These are difficult decisions, affecting many, but necessary to
restore SAAN to its historic position of retail leadership.

SAAN expects, subject to the success of its ongoing negotiations
with the Company's landlords, that it will have approximately 130
to 150 stores throughout the country on its emergence from
protection.  SAAN expects these landlord negotiations to be
substantially completed shortly.  To date, SAAN has delivered
notices of termination in respect of 60 of the 223 stores operated
at the time the Initial Order was granted.  Store closures have
taken place in most provinces in which SAAN operates.  The Company
continues to consider its options with respect to the remaining
stores, including retention, termination, assignment or
restructuring of many of the remaining leases.

                  Streamlining Administration,
            Operations and Distribution Facilities

SAAN's day-to-day operations have been headquartered out of a
400,000 square foot administration and distribution facility in
Winnipeg leased by the Company from Gendis, supported by a 59,000
square foot merchandising office and distribution facility leased
in Montreal.  In cost-consciously streamlining SAAN's
administration, operations and distribution going forward, the
Company expects to maintain the Montreal facilities as its
operations headquarters, and to locate management offices in
Toronto, while exiting the Winnipeg premises and selling off
surplus office and warehouse equipment and property.  SAAN expects
to shortly finalize its negotiations to exit the Winnipeg
premises, to maintain the Montreal facility, and to establish its
Toronto management offices.

                    Streamlining Employee Base

As a consequence of store closures and exiting the Winnipeg
premises, there have been a number of employee terminations.  In
each case, SAAN has ensured that terminated employees' wages,
source deductions, vacation pay and expenses have been paid to the
date of termination.  At present the Company expects that a number
of terminated employees will be offered the opportunity to
relocate.  As well, SAAN has entered into retention arrangements
with a number of non-management staff.  SAAN has, where possible,
provided independent, professional out placement services to its
terminated employees.  On the basis of the Company's most recent
analysis, it is expected that between 1,450 and 1,800 former
employees could have additional claims against SAAN related to
termination and severance, and SAAN plans to include those
additional claims in its restructuring Proposal.  The Company,
with the assistance of the Monitor, expects to complete the
process of calculating the potential claims of terminated
employees shortly.  It is expected the Company will calculate
individual claims on behalf of all employees to ensure consistent
treatment of all employees.  Employees will be given notice of
their individual claims as calculated by the Company.  Employees
who disagree with the calculation will have the opportunity to
file their own claims.

Court related documents relating to the CCAA proceedings can be
found at http://www.blgcanada.com/saan


SALOMON BROTHERS: Fitch Junks Two 2000-C2 Certificate Classes
-------------------------------------------------------------
Fitch Ratings downgrades the following certificates from Salomon
Brothers Mortgage Securities VII, Inc., series 2000-C2:

     -- $5.9 million class L certificates to 'B-' from 'B';
     -- $8.8 million class M certificates to 'CC' from 'CCC';
     --$6.8 million class N certificates to 'C' from 'CC'.

In addition, Fitch affirms these classes:

     -- $17.3 million class A-1 at 'AAA';
     -- $483.3 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $33.2 million class B at 'AAA';
     -- $33.2 million class C at 'A';
     -- $7.8 million class D at 'A-';
     -- $11.7 million class E at 'BBB+';
     -- $13.7 million class F at 'BBB';
     -- $9.8 million class G at 'BBB-';
     -- $21.5 million class H at 'BB+';
     -- $13.7 million class J at 'BB';
     -- $5.9 million class K at 'BB-'.

Fitch does not rate the $4.4 million class P.

The downgrades of classes L, M, and N reflect an increase in
expected losses of several specially serviced loans.  Interest
shortfalls are currently affecting classes J, K, L, M, N, and P.

Eleven loans (11.52%) are currently in special servicing.  The
largest specially serviced loan (2.7%) is secured by a mixed-use
building located in Dublin, Ohio.  The loan was transferred to the
special servicer due to imminent default arising from the
insolvency problems of Metatec International, the former sole
tenant of the property.  This loan is currently real estate owned
and the special servicer is marketing the property for sale.  A
potential buyer has been identified and the property is under
contract.  Losses are expected from the sale of this asset which
will severely affect the unrated class P.

The second largest specially serviced loan (2.5%) is secured by a
retail center located in Baltimore, Maryland.  Sam's Club, which
occupied 56% of net rentable area -- NRA, is dark but continues to
pay rent.  The property is currently in litigation and the special
servicer is reviewing the request by Sam's Club to buy out the
remaining term of its lease.  Ames, which occupied 31% of NRA,
rejected its lease and has vacated the space.  Fitch is continuing
to closely monitor the resolution of this loan.

As of the February 2005 distribution date, the pool's aggregate
certificate balance has been reduced 13.4% since issuance, to
$676.8 million from $781.5 million.  The certificates are
collateralized by 178 fixed-rate mortgage loans, consisting
primarily of office (37%), retail (22%), and industrial (18%)
properties, with concentrations in California (14%), New York (9%)
and Florida (8%).


SHAW COMMS: S&P Revises Outlook on Low-B Ratings to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Calgary, Alberta-based Shaw Communications Inc.,
Western Canada's largest cable operator.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings, and its 'B+'
preferred stock rating.

"The revised outlook reflects expectations for continued
improvement in Shaw's financial risk profile.  Shaw has reduced
debt by almost C$600 million in the past two years, and has
demonstrated modest EBITDA growth," said Standard & Poor's credit
analyst Joe Morin.  The company's operating performance should
continue to show modest improvements for the foreseeable future,
which will support further debt reduction from free operating cash
flow.

The ratings on Shaw reflect the risk profile of the company's
consolidated subsidiaries--principally its cable subsidiaries, and
satellite subsidiary Canadian Satellite Communications Inc. --
Cancom.  Shaw has an investment-grade business risk profile,
supported by its stable cable operations; however, the ratings are
constrained by a below-investment-grade financial risk profile
that is characterized by high leverage and below-average cash flow
protection measures.  Shaw reduced lease-adjusted debt by about
C$100 million for the 12 months ended Nov. 30, 2004; however, the
company's leverage is still high with debt to EBITDA at about
3.5x.  Although the satellite distribution business, Cancom, and
direct-to-home (DTH) video operator, Star Choice Communications,
Inc., are not material drivers, these businesses currently have a
negative effect on the ratings.

As one of the largest and most profitable Canadian cable
television operators, Shaw's business position is above average.
The company's EBITDA margins are about 47% (service margins only),
which are on par with or exceed that of its cable peers.  The
company has had good success in rolling out new services that
improve customer retention, mitigating competitive pressures from
DTH satellite operators and telecom operators Sasktel and Manitoba
Telecom Services, Inc., entering the video space.  The revised
outlook also reflects Shaw's recently announced deployment of a
digital phone service.  The combined satellite operations (Star
Choice and Cancom) continue to demonstrate improved performance.
On a combined basis, the satellite division generated breakeven
free cash flow in 2004, when subsidies for customer premise
equipment and an allocation for interest expense are included.
The satellite division continues to be a contributing negative
factor to Shaw's weak financial risk profile.

The outlook is positive.  The company's credit metrics should
continue to improve in the medium term, the pace of which will
depend partially on the use of excess cash flow, with up to 60%
expected to be applied toward debt reduction.  Ability to reduce
adjusted debt to EBITDA to a level approaching 3.0x, and funds
from operations to debt of about 25% could lead to a ratings
upgrade in the medium term.  In addition, the company will need to
maintain a stable business profile, by demonstrating stable or
growing revenues and EBITDA.  Should the company's investment in
telephone service, or increased price competition in Shaw's core
cable and Internet business result in deterioration in its
financial performance, the outlook could be revised to stable.


SOLUTIA INC: Will Pay $1,277,343 Tax Debt to St. Claire County
--------------------------------------------------------------
Solutia, Inc., and Charles Suarez, as Tax Collector of St. Clair
County, Illinois, conducted extensive negotiations with the aim
of settling St. Clair County's tax claims.  With consent of Judge
Beatty of the U.S. Bankruptcy Court for the Southern District of
New York, the parties agree to resolve the matter.

Solutia acknowledges and agrees that it owes St. Clair County
$1,277,343 on account of ad valorem taxes for year 2003 on
Solutia's real property located within St. Clair County,
Illinois.  Solutia further acknowledges and agrees that it does
not contest the validity of the Tax Debt and that it has no right
of set-off, recoupment or counterclaim in connection with this
debt.

Moreover, Solutia agrees that St. Clair County has a validly
perfected secured claim against its estate for the Tax Debt under
Illinois law and under Section 506 of the Bankruptcy Code.

Solutia will pay the Tax Debt in this manner:

   (a) Solutia will immediately pay St. Clair County one-half of
       the Tax Debt, plus interest at the rate of 6% per annum
       from June 30, 2004, to the date of payment;

   (b) On or before May 15, 2005, Solutia will pay St. Clair
       County the remaining amount of the Tax Debt, plus interest
       at the rate of 6% per annum from September 1, 2004, to the
       date of payment;

   (c) If Solutia fails to make the payments, St. Clair County
       will be entitled to interest at 1-1/2% from June 30, 2004,
       or September 1, 2004, as applicable, on any unpaid amount.

St. Clair County withdraws its request.


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


SPX CORP: Posts $110.8 Million Net Loss in Fourth Quarter
---------------------------------------------------------
SPX Corporation (NYSE: SPW) reported results for the quarter ended
December 31, 2004.  Revenues increased 5.9% to $1.19 billion from
$1.12 billion in the year-ago period. Free cash flow during the
quarter was $124.0 million, compared with $323.9 million in the
year-ago quarter.

The fourth quarter of 2004 includes non-cash impairment charges of
$175.3 million, or $2.24 per share, relating to write-downs of the
carrying values of certain of the company's businesses.  Including
these charges, and after classifying the operating results of
BOMAG, Kendro and EST to discontinued operations, diluted earnings
per share from continuing operations were a loss of ($1.88),
compared with income of $0.85 in the year-ago quarter. Including
discontinued operations, diluted net earnings per share were a
loss of ($1.50), compared with income of $1.19 in the year-ago
quarter.

Chris Kearney, President and CEO said, "Our fourth quarter results
were disappointing on the bottom line. The non-cash impairment
charges taken in the quarter were a result of poor operating
performance in three of our businesses. On a positive note, our
fourth quarter free cash flow was stronger than expected at $124.0
million."

Mr. Kearney added, "With the announcement of the definitive
agreement to sell Kendro in January 2005, we have substantially
completed the divestiture strategy undertaken in 2004.  The
combined net proceeds of this divestiture strategy, which is
expected to be complete in the first half of 2005, are
approximately $2 billion.  These proceeds will be used primarily
to reduce existing debt by approximately 70% in order to achieve
investment-grade metrics and provide additional financial
flexibility.  In addition, we expect to repurchase 10.0 million of
the company's outstanding shares, which will reduce outstanding
shares by over 13%. We believe this re-capitalization strategy is
for the benefit of all of our long-term stakeholders."

Mr. Kearney concluded, "2004 was a difficult year for SPX and our
shareholders.  For 2005, our primary focus will be on good
corporate governance and improving the operating performance
across SPX.  I believe we have the management team and structure
in place to stabilize and improve operating margins and cash flow
on a long-term basis.

                       Financial Highlights
                      Continuing Operations

Revenues

Revenues for the fourth quarter 2004 grew 5.9% to $1.19 billion,
compared to $1.12 billion in the year-ago quarter.  Organic
revenues (revenues excluding the effects of foreign currency
fluctuations and acquisitions and divestitures) declined 5.1%,
compared to the 2003 fourth quarter. The strength of foreign
currencies against the U.S. dollar had a favorable impact on
reported revenues of approximately 2.6%. The organic revenue
decline was attributable primarily to Cooling Technologies and
Services, which declined 20.0% in the fourth quarter after growing
24.5% in the third quarter 2004. These fluctuations were due to
the timing of large project business in the segment.

Operating Margins

Fourth quarter operating margins were a negative 10.2%, compared
to a positive 11.0% in the year-ago quarter. The margin decrease
was attributable primarily to the impairment charges of $189.5
million discussed below, increased legal expenses related to
existing litigation and raw material cost increases.

Cash Flow

Free cash flow, a non-GAAP metric defined as cash flow from
operations less capital expenditures, for the quarter was $124.0
million, compared to $323.9 million in the year-ago period.
The 2003 fourth quarter included cash inflows of $30.6 million
related to accounts receivable factoring and $60.0 related to a
favorable patent litigation settlement.

                         Segment Results

Cooling Technologies and Services

Revenues in the fourth quarter were $203.0 million, compared to
$193.9 million in the year-ago period, an increase of $9.1
million, or 4.7%. The increase in revenues was a result of
acquisitions completed in 2003, offset by an organic revenue
decline of 20.0%. This decline was due primarily to the timing of
large project business in the segment, as reflected in the 24.5%
organic revenue growth experienced in the segment in the third
quarter of 2004. The strength of foreign currencies relative to
the U.S. dollar had a favorable impact on revenue of approximately
6.1%.

Segment income was $22.0 million, or 10.8%, compared to $23.7
million, or 12.2%, in the fourth quarter of 2003. Fourth quarter
segment income in 2004 and 2003 included $2.5 million and $5.6
million, respectively, from operational cost improvements at an
environmental remediation site in California.

Flow Technology

Revenues in the fourth quarter were $296.0 million, compared to
$274.7 million in the year-ago period, an increase of $21.3
million, or 7.8%. The increase in revenues was due to a bolt-on
acquisition completed in the first quarter of 2004, offset by a
7.1% organic revenue decline in the segment. The strength of
foreign currencies relative to the U.S. dollar had a favorable
impact on revenue of approximately 2.7%.

Segment income was $44.5 million, or 15.0%, compared to $57.1
million, or 20.8% in the fourth quarter of 2003. The segment
experienced lower margins in air treatment due to the acquisition
completed in the first quarter of 2004 of a business that had
historically lower margins than the remainder of the segment and
lower operating margins in valves & controls related primarily to
increased raw material costs, offset by operating improvements in
the boiler business.

Service Solutions

Revenues in the fourth quarter of 2004 were $253.5 million,
compared to $223.2 million in the year-ago period, an increase of
$30.3 million, or 13.6%. The increase in revenues was due to bolt-
on acquisitions completed in 2004 and organic revenue growth of
3.3%. The strength of foreign currencies relative to the U.S.
dollar had a favorable impact on revenue of approximately 2.2%.
Segment income was $28.2 million, or 11.1%, compared to $23.3
million, or 10.4% in the fourth quarter of 2003. Segment margins
improved due primarily to operating leverage on higher revenue
volume.

Industrial Products and Services

Revenues in the fourth quarter of 2004 were $285.4 million,
compared to $270.2 million in the year-ago period, an increase of
$15.2 million, or 5.6%. The increase was due primarily to organic
revenue growth in power systems and dock products.

Segment income was $19.5 million, or 6.8%, compared to $22.8
million, or 8.4%, in the fourth quarter of 2003. The decrease in
segment margins was due primarily to raw material price increases.

Technical Products and Systems

Revenues in the fourth quarter of 2004 were $147.5 million,
compared to $157.8 million in the year-ago period, a decrease of
$10.3 million, or 6.5%. Organic revenues declined 10.7%, primarily
due to lower sales of digital television broadcast equipment and
lower service revenues.

Segment income was $14.5 million, or 9.8%, compared to $22.1
million, or 14.0%, in the fourth quarter of 2003. The decrease in
segment margins was due primarily to an increase in selling,
general and administrative expenses, which partially related to an
increase in legal expenses.

                   Other Fourth Quarter Items

Impairment Charges

As part of its annual goodwill impairment testing in the fourth
quarter of 2004, the company concluded that an impairment of
goodwill existed at its Fluid Power and Radiodetection businesses.
Subsequently, in connection with the preparation of its financial
statements for 2004, the company concluded that an impairment of
goodwill existed at its TPS business. As a result of these
impairments, the company recorded non-cash impairment charges in
the fourth quarter of 2004 in the aggregate amount of $175.3
million ($165.5 million net of tax), or $2.24 per share.

The company performed impairment testing in accordance with SFAS
No. 142, "Goodwill and Other Intangible Assets." The company, with
the assistance of an independent appraisal firm, determined that
the carrying value of the businesses exceeded the fair value of
the businesses, resulting in the non- cash impairment charges.

In addition, the company recorded additional non-cash impairment
charges of $14.2 million, or $0.12 per share, during the quarter
for the impairment of fixed assets of certain business units.

Income Taxes

During December 2004, the company repatriated earnings of certain
foreign subsidiaries of approximately $58.4 million.  The company
provided taxes on these earnings of approximately $20.4 million in
the fourth quarter of 2004.

In 2005, the company intends to repatriate $500.0 million of
foreign earnings under the terms of the American Job Creation Act
of 2004 and has provided for the estimated tax cost of the
repatriation during the fourth quarter of 2004.  Prior to 2004,
deferred taxes had been provided for undistributed earnings of
certain subsidiaries.  These taxes totaled approximately $58.0
million and were established at tax rates that are higher than
those that will apply under the AJCA provisions.  The company
currently estimates that the tax cost for the 2005 repatriation
will be approximately $38.0 million, including the tax cost on the
repatriation of the earnings of certain subsidiaries that were not
considered indefinitely reinvested.  Accordingly, the company has
recorded a net tax benefit of approximately $20.0 million in the
fourth quarter of 2004.

            Accounting for Contingently Convertible Debt

In October 2004, the EITF of the FASB reached a consensus on EITF
Issue No. 04-8, "The Effect of Contingently Convertible
Instruments on Diluted Earnings Per Share."  Under the EITF's
conclusion, instruments that are convertible to common stock based
on achieving a market price trigger are to be included in the
calculation of diluted earnings per share regardless of whether
the contingency has been met. At its November 2004 meeting, the
EITF declared EITF No. 04-08 effective for all periods ending
after December 15, 2004, and accordingly the impact of EITF No.
04-08 has been reflected in diluted income per share for all
periods presented on the attached consolidated statements of
operations. The adoption of EITF No. 04-08 resulted in the
restatement of diluted earnings per share for 2003 and 2002 for
the inclusion of the contingent convertible common shares
associated with the company's Liquid Yield Option Notes while
there was no impact on 2004 diluted earnings per share as these
instruments are anti-dilutive given the net loss.

                           Dividend

On November 17, 2004, the Board of Directors declared a quarterly
dividend of $0.25 per common share payable to shareholders of
record on December 10, 2004.  The fourth quarter dividend,
totaling $18.5 million, was paid on January 3, 2005.

                        About the Company

SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology,
cooling technologies and services, and service solutions.  The
Internet address for SPX Corporation's home page is
http://www.spx.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Fitch affirmed the ratings on SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+'.

The Rating Outlook has been revised to Evolving from Stable.

At Sept. 30, 2004, SPX had close to $2.5 billion of debt
outstanding.

The Rating Outlook revision follows SPX's recently announced,
separate agreements to sell BOMAG and Edwards Systems Technology
-- EST -- for a combined $1.8 billion in cash.  SPX expects the
transactions will be completed by the end of the first quarter of
2005 and has stated its intent to use proceeds from the sales to
strengthen its balance sheet, pay down debt and buy back equity.
The company continues to review its business portfolio for
potential additional asset sales.


TECO AFFILIATES: Judge Case Approves Disclosure Statement
---------------------------------------------------------
The Honorable Charles G. Case of the U.S. Bankruptcy Court for the
District of Arizona approved on Thursday, Mar. 3, 2005, the
Revised Disclosure Statement explaining the Joint Plan of
Reorganization filed Teco Energy, Inc.'s Panda Gila River, L.P.,
Union Power Partners, L.P., Trans-Union Pipeline, L.P., and UPP
Finance Co. units.  A full-text copy of the Disclosure Statement
is available for a fee at:

    http://www.researcharchives.com/bin/download?id=050304223726

Judge Case is satisfied that the Disclosure Statement contains
adequate information for creditors to make a informed decisions as
they vote to accept or reject the Plan.

Creditors' Ballots must be returned not later than 5:00 p.m. on
Apr. 1, 2005, to:

            Union Power Partners, L.P. Balloting
            Attn: Kurtzman Carson Consultants LLC
            12910 Culver Boulevard, Suite 1
            Los Angeles, California 90066-6709

A confirmation hearing to discuss the merits of the Plan is set
for 10:00 a.m. on April 5, 2005, to be held at the U.S.
Courthouse, 6th Floor, Courtroom 601, 230 North 1st Avenue in
Phoenix, Arizona.

                        About the Plan

The Plan contemplates for the transfer of ownership from
affiliates of TECO to a new limited liability company -- Entegra
Power Group LLC -- which will be wholly-owned by the prepetition
Bank Lenders.  The Banks' allowed secured claims amount to $1.170
billion with approximately $405 million of unsecured deficiency
claims.

Although the Debtors' operations are fundamentally sound, the cash
debt service obligations need to be reduced.  The Plan intends to
restructure the existing obligations to the Prepetition Banks,
substantially reducing debt until the New Term A & B Loan Notes
mature.

Under the Plan, only two classes of claims are impaired and
entitled to vote:

    1. Allowed Secured Claims of the Prepetition Banks; and

    2. Impaired General Unsecured Claims

       -- the allowed deficiency claims of 38 Prepetition
          Banks for $405,083,550;

       -- TECO's unsecured claim for $190 million; and

       -- a nominal amount of general unsecured claims.

A group of prepetition bank lenders don't consent to the Plan and
believe that the restructured debt in excess of $1.5 billion
leaves the Debtors overleveraged with an inability to repay the
debt when due.  The non-consenting Banks think this will likely
lead to another bankruptcy filing.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/--own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.


TELTRONICS INC: IMN Unable to Close Purchase of 24 Million Shares
-----------------------------------------------------------------
Teltronics, Inc. (OTC Bulletin Board: TELT) has been advised by a
representative of International Media Network AG that IMN expects
to file for bankruptcy and liquidate, and as a result, IMN won't
be unable to close the purchase of up to 24,000,000 shares of
Teltronics as agreed to in October 2004, and as described in
Teltronics' Form 8-K filed Oct. 22, 2004.

                     About International Media

International Media Network AG -- http://www.imnag.com/-- is a
Swiss company, based in Zurich, formed in early 2004 to acquire,
create and license entertainment and news networks and programming
for import and export to audiences worldwide.  The content being
targeted is programming that is delivered to audiences using the
Universal Delivery Network for Cellular, Internet, DBS, and CATV.

IMN says it was founded as a "sister" company to Diversified Media
Holdings.  IMN says it is a separate entity, from a legal
perspective, and both companies operate interdependently.

Patrick Grotto serves as IMN's Chairman & Chief Executive Officer.

Further details about IMN's insolvency proceedings will be
reported in the Troubled Company Reporter -- Europe as events
unfold.

                         About Teltronics

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.
Teltronics offers a full suite of Contact Center solutions --
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

Teltronics obtained legal counsel in connection with the IMN deal
from:

          John N. Blair, Esq.
          Blair & Roach, LLP
          2645 Sheridan Drive
          Tonawanda, New York 14150
          Telephone: (716) 834-9181

At Sept. 30, 2004, Teltronics' balance sheet showed a $5,343,850
stockholders' deficit, compared to a $6,124,389 deficit at
Dec. 31, 2003.


TOMMY HILFIGER: S&P Holds Rating Amidst Federated/May Merger Talks
------------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Tommy Hilfiger U.S.A.,
Inc. (BB-/Watch Neg/--).

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services lowered its ratings on Tommy
Hilfiger including its corporate credit rating to 'BB-' from 'BB'.

The ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 3, 2004.  The men's and women's
sportswear, jeanswear, and childrenswear company had about
$343 million in long-term debt outstanding as of Dec. 31, 2004.

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


TRUMP HOTELS: Exclusive Plan Filing Remains Intact
--------------------------------------------------
Judge Wizmur saw no reason to grant the Official Committee of
Equity Security Holders "the dramatic relief" sought in its motion
to terminate the Trump Hotels & Casino Resorts, Inc.'s exclusive
periods to propose a chapter 11 plan and ask creditors to vote to
accept that plan.  "The noteholders, who hold the primary stake,
must be taken into account," Judge Wizmur said at a hearing on
February 23, 2005, according to a report from Bloomberg News.

Pursuant to Section 1121(d) of the Bankruptcy Code, the Official
Committee of Equity Security Holders asked the U.S. Bankruptcy
Court for the District of New Jersey to terminate Trump Hotels &
Casino Resorts, Inc., and its debtor-affiliates' exclusive periods
to file a plan of reorganization and to solicit acceptances of
that plan.

"The Debtors' Plan is a sweetheart deal for conflicted insiders
and other interested parties, including [Donald J.] Trump and for
UBS Securities LLC and its affiliates," Daniel K. Astin, Esq., at
The Bayard Firm, in Wilmington, Delaware, said in the Equity
Committee's motion papers.  "The Equity Committee is entitled to a
reasonable opportunity to test in the open market the fairness of
the Plan's multitude of insider transactions."

Trump Hotels & Casino Resorts, Inc., on September 29, 2003,
entered into a confidentiality agreement with DLJ Merchant
Banking Partnership III, LP, to develop a recapitalization plan.
The confidential agreement later turned into an "exclusivity
agreement" barring the Debtors from negotiating or providing
confidential information to any party other than DLJ Merchant.
Pursuant to the exclusivity agreement, DLJMB is to invest $400
million to sponsor a recapitalization of THCR.

The Debtors admitted that the DLJMB transaction would have caused
the interests of THCR's shareholders to be "substantially
diluted."  The Equity Committee believes that the dilution would
have also affected Mr. Trump but he would have benefited
materially in a multitude of other ways.  In September 2004, the
Debtors terminated discussions for a potential equity investment
by DLJMB.  "At this point the Debtors' management could have --
but did not -- seek alternative transactions that would benefit
shareholders other than Mr. Trump," Mr. Astin notes.

Eventually, the Debtors entered into a Restructuring Support
Agreement with Mr. Trump and various noteholders.  The
Restructuring Support Agreement provided Mr. Trump with virtually
the same benefits that he was to have received under the DLJMB
transaction.

The Restructuring Support Agreement further cemented the Debtors'
path toward a reorganization that benefited Mr. Trump at the
expense of all other shareholders.  The Restructuring Support
Agreement outlines the terms of the Debtors' proposed Plan and
obligates the Debtors to work diligently toward confirmation of
the Plan -- and only the Plan.  Furthermore, the Restructuring
Agreement permits Mr. Trump to unilaterally pull the plug on the
Plan if its terms are not consistent with the Term Sheet or, for
any items not otherwise set forth on the Term Sheet, will not be
in form or substance reasonably acceptable to him.

At Mr. Trump's bidding, the Debtors placed themselves in a
position where, unless the Court orders otherwise, all they can
do is move forward with a Plan that provides lucrative insider
deals to Mr. Trump and virtually wipes out other shareholders'
interests.  The Plan provides for the virtual elimination of
existing non-insider equity interests.  "The most pervading theme
of the Plan, however, is the omnipresence of Mr. Trump," Mr.
Astin observes.

The Equity Committee outlines the Debtors' "gift basket" to Mr.
Trump:

    1) A "Services Agreement," pursuant to which Mr. Trump will
       receive $2 million per year in cash, plus bonuses and other
       fringe benefits, in exchange for attending a few board
       meetings and "promotional events";

    2) Limited partnership interests that Mr. Trump can convert
       into more than 22% of the common stock of the reorganized
       Debtors;

    3) Mr. Trump's right to veto any sale of any the Debtors' four
       primary casino assets, which can only be overridden if the
       Debtors agree to indemnify Mr. Trump for as much as
       $100 million of Trump's personal income tax liabilities
       associated with any sale;

    4) A three-year right of first refusal to act as contractor
       for any construction project at the Debtors' properties
       with an initial budget of more than $35 million;

    5) Subject to minimum ownership levels, the right to nominate
       between one and three of the Debtors' nine directors, plus
       veto power over an additional director;

    6) The Debtors' 24.5% limited partnership interest and 0.5%
       general partnership interest in Miss Universe LP, LLP; and

    7) The fee, leasehold, and easement interests in the former
       World's Fair site, into which the Debtors sunk over
       $26 million in demolition costs only five years ago.

The Debtors defend Mr. Trump's largess under the Plan by
asserting that a "Special Committee" of the Board of Directors
has investigated the fairness of these transactions.  The
"Special Committee," however, appears to have been nothing more
than a rubber stamp for Mr. Trump's own grand designs.  The
Equity Committee believes that the "Special Committee" is not an
appropriate substitute for true market testing as required by the
Supreme Court's decision in Bank of America v. 203 N. LaSalle St.
Partnership, 526 U.S. 434 119 S.Ct.1411 (1999).  In the Debtors'
Amended Disclosure Statement, they even admit that the "Special
Committee has not undertaken an independent valuation of each
component of consideration to be received by [Mr. Trump] under
the Plan."

After reviewing the Plan and Disclosure Statement, the Equity
Committee concludes that they are "seriously deficient."  The
Plan not only wipes out existing shareholder interests, but also
provides insider benefits for Mr. Trump.  Thus, in proposing the
Plan, Mr. Trump and the rest of management are not representing
the interests of shareholders, but their own.

Mr. Astin contends that the Plan must be contrasted with what
could be achieved if it were proposed for the benefit of the
estates as whole.  However, only the Debtors can propose a plan
of reorganization this time with their plan exclusivity period
under Section 1121 of the Bankruptcy Code currently extending
through May 20, 2005.  Only by terminating exclusivity can the
Court permit a fair market testing of the Debtors' Plan and allow
other parties to propose a competing plan that will bring more
value to the Debtors' estates.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/ -- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Ends Talks For Indiana Riverboat Casino
-----------------------------------------------------
Trump Hotels & Casino Resorts, Inc. ("THCR" or the "Company")
(OTCBB: DJTCQ.OB) announced that it has ceased negotiations with
the Indiana Gaming Commission to construct and operate a riverboat
casino in Orange County, Indiana.  In July 2004, the Commission
awarded THCR the right to construct a riverboat-style gaming
facility in Orange County.  The changing landscape in Indiana,
including, in part, a recent decision by the Indiana Tax Court
adversely affecting the Indiana casino industry and the potential
development of additional gaming facilities in the state, have
caused the Company to reassess its willingness to pursue the
construction project.

Scott C. Butera, the Company's President and Chief Operating
Officer, commented, "The financial prospects for a casino in
French Lick have changed since the time we were awarded the
project.  The tax burdens have become more onerous, and the
proposition for additional gaming facilities in Indiana appears
eminent."  Mr. Butera continued, "After having constructive
meetings with the Indiana Gaming Commission, we decided that it
was in the best interest of the Company and the state of Indiana
to cease exclusive discussions at this time.  We look forward to
continuing our successful business relationship with the state of
Indiana through our operation of Trump Indiana in Gary."

              Statement from Indiana Gaming Commission

Ernest E. Yelton, Executive Director of the Indiana Gaming
Commission, announced that negotiations with Trump Indiana Casino
Management, LLC, for the construction and operation of a riverboat
casino in Orange County, Indiana, have ended.

"One of my first directives from Governor Daniels was to
evaluate the status of this project and then respond with the
appropriate action," said Yelton.  "After consulting with my
attorneys and advisors, I provided the Trump Casino
representatives with terms and conditions for the operating
agent's agreement which were designed to address the issues
reorganization and to facilitate a meaningful discussion."

In response to those conditions, Trump officials advised Yelton
Monday that the company had reassessed its willingness and
ability to proceed with the project at this time.

The company cited in part a recent decision by the Indiana Tax
Court that create a significant increase in its tax liability.  It
also expressed concern about the possibility of increased
competition for gaming dollars in the future.

"While I understand their position, the Orange County project
cannot be delayed indefinitely", Yelton said.  "I will
recommend that the Indiana Gaming Commission reinstitute a
selection process for an operating agent.  It is in the best
interest of the citizens of Orange County specifically, and the
citizens of Indiana in general, that this process will be
conducted as fairly and quickly as possible."

Yelton has already instructed his staff to begin the preliminary
work of implementing an expedited procedure.  "The Indiana Gaming
Commission is dedicated to assuring that the legislative directive
that a riverboat be constructed in Orange County be promptly
realized," Yelton said.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/ -- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Wants to Hire Lazard as Financial Advisor
-------------------------------------------------------
Prior to filing for chapter 11 protection, Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates used the services of UBS
Securities, LLC, as their financial advisor in structuring and
negotiating their restructuring as set forth in their proposed
plan of reorganization.

Francis X. McCarthy, Jr., THCR/LP Corporation Chief Financial
Officer, relates that the Debtors did not seek to employ UBS as a
"professional" under Section 327 or 328 of the Bankruptcy Code,
but expect to continue to utilize UBS' services as a senior co-
financial advisor with respect to certain matters.

The U.S. Bankruptcy Court for the District of New Jersey however
identified certain concerns about the Debtors' exclusive reliance
on UBS as an unretained professional during the pendency of the
Debtors' cases.

Accordingly, the Debtors decided to seek the employment of Lazard
Freres & Co., LLC, as their co-financial advisor in their Chapter
11 cases.

Pursuant to an engagement letter dated January 31, 2005, Lazard
as co-financial advisor is expected to:

    (a) review and analyze the Debtors' business, operations and
        financial projections;

    (b) evaluate the Debtors' potential debt capacity in light of
        the Debtors' projected cash flows;

    (c) assist in the determination of a capital structure for
        the Debtors;

    (d) assist in the determination of a range of values for the
        Debtors on a going concern basis;

    (e) assist the Debtors in developing tactics and strategies
        for negotiating with the Informal Committee of TAC
        Noteholders, the Informal Committee of TCH Noteholders,
        the Official Committee of Equity Security Holders and
        other parties-in-interest in the Debtors' Chapter 11 cases
        -- the Stakeholders;

    (f) render financial advice to the Debtors and participate in
        meetings or negotiations with the Stakeholders or rating
        agencies, or other appropriate parties in connection with
        the Debtors' chapter 11 cases and proposed reorganization;

    (g) advise the Debtors on the timing, nature and terms of new
        securities, other consideration or other inducements to be
        offered pursuant to, or in connection with, the Debtors'
        proposed reorganization;

    (h) assist the Debtors in preparing documentation within
        Lazard's areas of expertise that is required in connection
        with the Debtors' proposed reorganization;

    (i) attend meetings of the Debtors' Boards of Directors and
        committees;

    (j) provide testimony and participate in related depositions,
        as necessary, with respect to matters which Lazard has
        been engaged to advise the Debtors on in any proceedings
        before the Court;

    (k) advise the Debtors with respect to financing transactions;

    (l) provide the Debtors with other general restructuring
        advice and services as reasonably required by the Debtors;
        and

    (m) reasonably cooperate with UBS.

Mr. McCarthy tells the Court that UBS has agreed to amend its
engagement letter to provide that it will be co-financial advisor
with Lazard.

Lazard is particularly well qualified to perform the services on
which it is to be engaged, Lazard Managing Director Daniel
Aronson states.  "The current managing directors, directors, vice
presidents and associates of Lazard have extensive experience
working with financially troubled companies in complex financial
restructurings out-of-court and in Chapter 11 proceedings."  Mr.
Aronson further points out that since 1990, Lazard's
professionals have been involved in more than 200 restructurings,
representing $300 billion in debtor assets.

The Debtors will pay Lazard based on this fee and expense
structure:

    a.  A monthly fee of $300,000, payable on execution of the
        Engagement Letter and on the 1st day of each month
        thereafter through May 31, 2005, payment of which will be
        credited against the Restructuring Fee.  A monthly fee of
        $200,000 payable on June 1, 2005, and on the 1st day of
        each month thereafter.  These monthly fees will be paid
        until the earlier of the completion of the Restructuring
        or the termination of Lazard's engagement.

    b.  A $2,000,000 fee, payable upon the effective date of the
        Restructuring.

    c.  In addition to any fees that may be payable to Lazard and,
        regardless of whether any transaction occurs, the Debtors
        are required to promptly reimburse Lazard for all:

           (i) reasonable and reasonably documented out-of pocket
               expenses; and

          (ii) other reasonable fees and expenses, provided that
               the expenses, without the Debtor's consent, will
               not exceed $50,000 during the period until May 31,
               2005.

    d.  Certain indemnification and contribution as agreed with
        the Debtors in that certain Indemnification Letter.

The Debtors believe that the Fee and Expense Structure is fair
and reasonable pursuant to Section 328(a) of the Bankruptcy Code.
In particular, the Debtors believe that the Fee and Expense
Structure creates a proper balance between monthly fees and
contingency fees based on the successful consummation of a
restructuring.

The Debtors did not make any payments to Lazard within the one-
year period before the Petition Date and has not provided Lazard
with a retainer.

Lazard, Mr. Aronson believes, has not been retained to assist any
entity or person other than the Debtors on matters relating to,
or in connection with, the Debtors' chapter 11 cases.

But Mr. Aronson discloses that a Lazard Managing Director sits on
the board of American Express, one of the Debtors' creditors, and
another Lazard Managing Director sits on the board of IGT,
another of the Debtors' creditors.  These Managing Directors,
after being apprised of the firm's proposed employment by the
Debtors, agreed to recuse themselves in their capacity as
directors of American Express and IGT from any deliberations or
decisions taken by the boards of those companies relating to the
Debtors.

Given Lazard's size and the breadth of its client base, however,
it is possible that other principals or employees of Lazard may
have been retained by potential parties-in-interest in unrelated
matters without knowledge of the firm's professionals.  To the
extent that Lazard discovers any additional relationships, Mr.
Aronson assures the Court that the firm will supplement its
disclosure to the Court.

As part of its regular business operations, Lazard may trade
securities on behalf of or acts as a broker or dealer for some of
the Debtors' creditors, equity holders and other parties-in-
interest as well.

Mr. Aronson relates that Lazard operates a capital markets
business, which is run as a separate department within Lazard and
is ethically walled off from the firm's investment banking
business.  Capital Markets regularly engages in trading of debt
and equity securities for both clients and the firm's own
account.  However, as a result of the proposed engagement, the
Debtors will be placed on the firm's "Restricted List."
According to Mr. Aronson, proprietary trading by Lazard and its
publication of research reports and recommendations or
solicitations to buy or sell, are prohibited with respect to
companies placed on the Restricted List.  Placement on the
Restricted List does not, however, prohibit the firm from
executing unsolicited agency orders and liquidating trades in a
company's securities.

The firm expects that its asset management affiliate, Lazard
Asset Management LLC, may act as investment advisor for or trade
securities including on behalf of creditors, equity holders or
other parties-in-interest in the Debtors' cases, and Lazard
managing directors and employees.  Some of these Lazard Asset
accounts and funds may now or in the future hold debt or equity
securities of the Debtors.  To ensure that no confidential or
nonpublic information concerning the Debtors has been or will be
available to employees of Lazard Asset, the firm put in place
compliance procedures.  While Lazard receives performance fees
generated by certain Lazard Asset funds, Lazard Asset is operated
as a separate and distinct affiliate of Lazard by an ethical
wall.

Lazard represents no interest adverse to the Debtors or their
estates in the matters for which Lazard is to be retained.
Accordingly, the firm believes it is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a).

By this application, the Debtors seek the Court's authority to
employ Lazard as their co-financial advisor effective as of
January 31, 2005.  The Debtors also ask Judge Wizmur to approve
the proposed Fee and Expense Structure.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/ -- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UAL CORPORATION: Files 11th Reorganization Status Report
--------------------------------------------------------
UAL Corporation and its debtor-affiliates continue to believe that
termination and replacement of the defined benefit pension plans
is necessary to emerge from Chapter 11.  However, the Debtors are
willing to explore pension termination alternatives with the
unions.  If by April 11, 2005, there is no consensual resolution
to the pension issues, the Debtors will re-file the Section
1113(c) motion seeking reduction of wages and benefits, and file a
motion for distress termination of the defined benefit pension
plans.  Trial is scheduled to commence on May 11, 2005.

The Debtors' anticipated emergence date is the Fall of 2005.
The Debtors have begun exploring exit financing possibilities.
In response to a request for proposals, the Debtors have received
offers for $2,000,000,000 to $2,500,000,000 in exit financing
from four different institutions.  Each proposal is contingent on
the Debtors achieving the cost savings identified in the business
plan.  On February 7, 2005, the four institutions met with the
exit financing subcommittee of the Official Committee of
Unsecured Creditors Working Group to present and discuss the
proposals.  The Debtors are evaluating the proposals.

In the area of discussions with the Aircraft Trustees, "material
progress cannot be reported," laments James H.M. Sprayregen,
Esq., at Kirkland & Ellis.  Since the Debtors presented new
restructuring proposals, the parties have been unable to
establish a meaningful dialogue.  The Trustees' consistent and
uniform refusal to engage the Debtors in negotiations "is
becoming an increasingly large obstacle to the formulation of a
plan of reorganization."  The lack of meaningful dialogue
suggests that inappropriate cartel-like conduct persists.  The
Debtors continue to meet with advisors to the holders and
schedule meetings in an attempt to jumpstart negotiations.  The
Debtors are considering alternatives in light of the stalemate.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/--throughUnitedAir 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)


US AIRWAYS: Reports 69% Passenger Load Factor in February 2005
--------------------------------------------------------------
US Airways reported its February 2005 passenger traffic last week.

Mainline revenue passenger miles for February 2005 increased 3.0
percent on a 1.2 percent increase in available seat miles,
compared to February 2004.  The 69.7 percent passenger load factor
is a 1.2 percentage point increase compared to February 2004.

Revenue passenger miles for US Airways mainline during the first
two months of 2005 increased 3.4 percent on a 0.4 decrease in
available seat miles, compared to the same period in 2004.  The
passenger load factor for January through February 2005 was 69.0
percent, a 2.6 percentage point increase compared to the same
period in 2004.

The two wholly owned subsidiaries of US Airways Group, Inc.,
Piedmont Airlines, Inc., and PSA, Inc., and MidAtlantic Airways,
reported a 117.8 percent increase in revenue passenger miles for
February 2005, on 104.1 percent more capacity, compared to
February 2004.  The passenger load factor was 55.0 percent, a 3.5
percentage point increase compared to February 2004.

For the first two months of 2005, the two wholly owned
subsidiaries of US Airways Group, Inc., Piedmont Airlines, Inc.
and PSA, Inc., and MidAtlantic Airways, reported a 127.6 percent
increase in revenue passenger miles for February 2005, on 101.4
percent more capacity, compared to February 2004.  The passenger
load factor was 54.3 percent, a 6.2 percentage point increase
compared to February 2004.

US Airways ended the month of February 2005 completing 98.4
percent of its scheduled departures compared to 98.9 percent in
February 2004, in part due to winter weather in the East.


                               US AIRWAYS, INC.
                         SELECTED TRAFFIC STATISTICS


                                        Feb.          Feb.       Percent
                                        2005          2004       Change


    Revenue Passenger Miles (000):
    Domestic*                        2,268,023     2,160,614       5.0
    International*                     663,667       685,641      (3.2)
    Total -- Scheduled Service       2,931,690     2,846,255       3.0
    Total (Including Charter)        2,931,690     2,846,670       3.0


    Available Seat Miles (000):
    Domestic*                        3,255,112     3,159,355       3.0
    International*                     953,190       998,628      (4.6)
    Total -- Scheduled Service       4,208,301     4,157,983       1.2
    Total (Including Charter)        4,208,301     4,159,059       1.2


    Passengers Boarded*              3,154,277     3,131,137       0.7
    System Load Factor*                 69.7          68.5         1.2
    Average Passenger Journey*         929.4         909.0         2.2


    * scheduled service


    NOTE: Numbers may not add or calculate due to rounding.


                               US AIRWAYS, INC.
                              YEAR-TO-DATE 2005


                                    Jan. -- Feb.   Jan. -- Feb.
Percent
                                        2005           2004        Change


    Revenue Passenger Miles (000):
    Domestic*                        4,469,288       4,252,386       5.1
    International*                   1,368,528       1,392,001      (1.7)
    Total -- Scheduled Service       5,837,815       5,644,387       3.4
    Total (Including Charter)        5,838,730       5,645,422       3.4


    Available Seat Miles (000):
    Domestic*                        6,527,404       6,489,346       0.6
    International*                   1,937,795       2,013,773      (3.8)
    Total -- Scheduled Service       8,465,200       8,503,119      (0.4)
    Total (Including Charter)        8,466,287       8,505,572      (0.5)


    Passengers Boarded*              6,176,553       6,104,031       1.2
    System Load Factor*                 69.0            66.4         2.6
    Average Passenger Journey*         945.2           924.7         2.2


    * scheduled service


    NOTE: Numbers may not add or calculate due to rounding.


                             US AIRWAYS EXPRESS**
                         SELECTED TRAFFIC STATISTICS


                                      Feb.        Feb.         Percent
                                      2005        2004         Change


    Revenue Passenger Miles (000)    214,894      98,651        117.8
    Available Seat Miles (000)       390,610     191,370        104.1
    Passengers Boarded*              611,565     434,498         40.8
    System Load Factor*                55.0        51.5           3.5
    Average Passenger Journey         351.4       227.0          54.8


                             US AIRWAYS EXPRESS**
                              YEAR-TO-DATE 2005


                                   Jan. -- Feb.    Jan. -- Feb.
Percent
                                       2005            2005        Change


    Revenue Passenger Miles (000)    414,182         182,007        127.6
    Available Seat Miles (000)       763,371         379,064        101.4
    Passengers Boarded*            1,177,723         811,285         45.2
    System Load Factor*               54.3            48.0            6.2
    Average Passenger Journey        351.7           224.3           56.8


     *scheduled service

    **Piedmont Airlines, Inc., PSA Airlines, Inc., and MidAtlantic
       Airways

    NOTE: Numbers may not add or calculate due to rounding.


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.


VIACELL INC: Equity Deficit Widens to $160 Million at Dec. 31
-------------------------------------------------------------
ViaCell, Inc. (Nasdaq: VIAC), a clinical-stage biotechnology
company dedicated to enabling the widespread application of human
cells as medicine in the areas of cancer, cardiac disease,
diabetes and infertility, reported financial results for the
fourth quarter and year ended Dec. 31, 2004.

                      2004 Accomplishments

     * ViaCell achieved 20% year-over-year growth in revenue for
       the fourth consecutive year

     * ViaCell advanced its lead compound, CB001, into a Phase I
       clinical trial for the treatment of hematopoietic stem cell
       transplantation

     * ViaCell achieved proof of concept in its cardiac disease
       program by demonstrating statistical improvement in cardiac
       function in a porcine pre-clinical model, using its
       proprietary Unrestricted Somatic Stem Cells (USSCs)
       technology derived from umbilical cord blood stem cells

"2004 has been another record year for our Viacord business,
marking the fourth consecutive year of strong revenue growth,"
said Marc D. Beer, President and Chief Executive Officer of
ViaCell, Inc.  "We are very pleased with the continued successes
of Viacord and will use these achievements to bolster and continue
the development of our other therapeutic programs."

During 2004, the company also moved its lead therapeutic program,
CB001, into the clinic.  A proprietary, highly expanded population
of stem and progenitor cells, CB001 is currently being studied in
a Phase I clinical trial as a substitute for bone marrow and other
hematopoietic stem cell transplants.  In addition, the company is
leveraging its infrastructure in cellular therapy to develop a
pipeline of product candidates for a range of unmet needs,
including cardiac disease.  To this end, the company is currently
conducting pre-clinical studies of USSCs for the treatment of
cardiac disease.  Also, the company plans to enter a clinical
trial for approval of its Viacyte product for the cryopreservation
of human eggs.  The company expects to initiate the Viacyte
clinical trial in 2005 and believes that it will receive approval
to market Viacyte in 2007.

"In the past year, we also continued our strong alliance with
Amgen, with whom we participate in a license and collaboration
agreement.  Under the terms of the agreement, ViaCell receives a
non-exclusive license to certain Amgen stem cell growth factors
for use in developing and manufacturing cell therapy products and
Amgen receives an option to collaborate with us on development and
commercialization of CB001, which incorporates two Amgen growth
factors.  With the recent completion of our first annual review, I
am pleased to report that the alliance between ViaCell and Amgen
continues to offer our team and technology tremendous support and
expertise," continued Mr. Beer.

"2004 was an exciting year for ViaCell as we effectively executed
on our business strategy.  We made progress on achieving our
corporate goals and growing the company towards commercial
success.  The financial and scientific impact of achieving these
milestones supported the continued development of our therapeutic
pipeline," said Mr. Beer.

Building upon the work of the previous year, in January of 2005,
ViaCell announced the completion of its initial public offering of
7,500,000 shares of common stock at $7.00 per share.  In addition,
the offering's underwriters simultaneously exercised their over-
allotment option in full and purchased an additional 1,125,000
shares of common stock.

                        Financial Results

For the year ended December 31, 2004, revenues were $38.3 million,
compared to revenues of $31.9 million for the same period in 2003.
Total operating expenses for the twelve months ended December 31,
2004 were $58.4 million, compared to $87.0 million for the same
period in 2003. The net loss for the twelve months ended December
31, 2004 was $21.1 million. This compares to a net loss for the
same period in 2003 of $55.5 million.

ViaCell also reported results of its operations for the fourth
quarter of 2004. Revenues for the fourth quarter of 2004 were $9.6
million compared to revenues in the fourth quarter of 2003 of $9.2
million. Total operating expenses in the fourth quarter of 2004
were $14.6 million compared to $20.5 million for the same period
in 2003. The net loss for the three months ended December 31, 2004
was $5.2 million. This compares to a net loss for the same period
in 2003 of $11.7 million.

As of December 31, 2004, ViaCell had cash, cash equivalents and
marketable securities of $28.6 million.

                        About the Company

ViaCell, Inc. is a clinical-stage biotechnology company dedicated
to enabling the widespread application of human cells as medicine.
The Company is developing a pipeline of proprietary product
candidates intended to address cancer, cardiac disease, diabetes
and infertility.  ViaCell's portfolio of proprietary technologies
includes Selective Amplification technology and USSCs.  The
Company's lead cord-blood derived stem cell therapy product
candidate, CB001, is currently in a Phase I clinical trial.
ViaCell also offers expecting families the option of preserving
their baby's cord blood stem cells through its Viacord business.

At Dec. 31, 2004, ViaCell's balance sheet showed a $160,957,000
stockholders' deficit, compared to a $130,151,000 deficit at
Dec. 31, 2003.


VITAL LIVING: Inks Manufacturing Pact with Bactolac Pharmaceutical
------------------------------------------------------------------
Vital Living Inc. (OTCBB:VTLV) has contracted with Bactolac
Pharmaceutical Inc., a wholly owned subsidiary of Advanced
Nutraceuticals Inc. (OTCBB:ANII), to manufacture and package
products in sale-ready form that have been developed and are
marketed by Doctors For Nutrition Inc. (DFN), a wholly owned
subsidiary of Vital Living.

Specifically, Bactolac has been engaged to produce DFN's
GREENSFirst(TM), Dream Protein(TM) and Complete Essentials(TM).
Under the private labeling deal, Bactolac will use the identical
ingredients for all DFN products that have been previously
utilized to produce these popular nutritional supplements marketed
to and through health care providers.

Bactolac provides private-label, contract-manufacturing services
with more than 1,000 different formulations of vitamins and
supplements to various companies engaged in the marketing and
distribution of vitamins, mineral supplements, herbs, and other
health and nutrition consumer products.  Bactolac's customers
include direct marketing companies, network marketing companies,
retail chain distribution and customers who repackage bulk
products for resale.

Gregg Linn, chief financial officer at Vital Living, stated,
"After giving consideration to several possible candidates,
Bactolac was clearly the best choice to produce our DFN product
line.  Widely heralded as a first-class manufacturing operation
serving the nutraceutical industry, our own research revealed that
Bactolac is indeed a first-rate shop.  Its proven commitment to
quality control, production reliability and customer satisfaction
was evident immediately.  Consequently, we believe we have
selected the ideal partner to assume manufacturing and packaging
of our DFN products.  Outsourcing to Bactolac represents another
critical step in Vital Living's efforts toward improving the
financial and operational efficiencies of our company."

                     About Vital Living Inc.

Headquartered in Phoenix, Vital Living --
http://www.vitalliving.com/-- develops or licenses nutraceuticals
and markets them for distribution through physicians, medical
groups, chiropractic offices and retail outlets.  Vital Living
develops and tests its nutraceuticals in collaboration with
leading medical experts in the nutraceuticals field and has
designed them to be incorporated by physicians into a standard
physician-patient program in which patients supplement doctor-
prescribed pharmaceuticals with its nutraceuticals.

Vital Living is developing unique, safe and naturally derived
nutritional products, utilizing advanced drug-delivery
technologies, including the Geomatrix(R) technology through its
affiliation with SkyePharma PLC.  The Geomatrix(R) technology has
been provided exclusively for Vital Living's pharmaceutical
development in China, and the development of nutraceuticals on a
global basis.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Vital Living, Inc., has suffered recurring losses from operations,
has a working capital deficit, and is dependent on funding from
sources other than operations.  Since inception, the Company has
been required to raise additional capital by the issuance of both
equity and debt instruments.  There are no commitments from
funding sources, debt or equity, should cash flows be insufficient
to fund ongoing operations or other cash commitments as they come
due. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

At September 30, 2004, the Company had cash of $210,326, including
approximately $275,000 of cash in escrow, that was to be used to
make the remaining 2004 interest payments on its December 2003
Senior Secured Convertible Notes.  In October 2004, approximately
$275,000 of cash held in escrow was released to the Company as a
result of an agreement reached with the holders of its senior
secured convertible notes to reduce the conversion price of the
notes and exercise prices of certain warrants held by these
holders.

As of September 30, 2004, the Company's subsidiaries' total asset
and liabilities were $57,378 and $2,873,214, respectively.  As of
December 31, 2003, those total assets and liabilities were
$1,212,813 and $3,262,417, respectively. For the three and nine
months ended September 30, 2004, total revenues for the
subsidiaries were $52,809 and $1,502,788, respectively. For the
comparative three and nine-month period of 2003, subsidiaries'
total revenues were $821,049 and $1,588,232, respectively. The
Company's net loss for the quarters ended September 30, 2004, and
2003 was $2,719,949 and $11,437,637, respectively, for a decrease
of $9,137,485. A majority of the reduction relates the net
effects of downward repricing adjustments.

Management will be required to raise additional capital in the
near term through offerings of securities to fund operations.  No
assurance can be given that the financing will be available or, if
available, that it will be on commercially favorable terms.
Moreover, available financing may be dilutive to current
investors.


VERESTAR INC: Wants to Walk Away from Twelve Tower Leases
---------------------------------------------------------
Verestar Inc. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
reject twelve unexpired leases.

Having sold substantially of all their assets, the Debtors believe
that the rejection of the leases will ensure reduction of
administrative expenses.

These leases include:

            a) Tower #1  - AMES Lease Extension
            b) Tower #2  - ENCINO Lease Extension
            c) Tower #5  - PAWNEE Lease Extension
            d) Tower #7  - BEEVILLE
            e) Tower #8  - BISHOP
            f) Tower #12 - MATHIS
            g) Tower #21 - LINN
            h) Tower #24 - BEAUMONT
            i) Tower #27 - FALFURRIA
            j) Tower #28 - FLORESVILLE Lease Extension
            k) Tower #31 - SOUR LAKE
            l) Tower #36 - VIOLET Lease Extension

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- was a provider of satellite and
terrestrial-based network communication services prior to the sale
of substantially all of its assets.  Verestar is a wholly-owned
subsidiary of American Tower Corporation, a non-debtor.  The
Company and two of its affiliates filed for chapter 11 protection
on December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher LLP represents
the Debtors.  When the Company filed for protection from its
creditors, it listed $114 million in assets and more than $635
million in debts.


WARNACO GROUP: S&P Holds Rating Amidst Federated/May Merger Talks
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Warnaco Group, Inc.
(B+/Positive/--).

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


WCI COMMUNITIES: Moody's Puts Ba3 Rating on $200MM Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new $200
million issue of senior subordinated notes of WCI Communities,
Inc., and affirmed the company's senior implied and issuer ratings
of Ba2 as well as the Ba3 ratings on the existing issues of senior
subordinated notes.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
WCI Communities' debt leverage, as measured by total
debt/capitalization, will be reduced to below 55% by year-end
2005.

The ratings acknowledge the company's valuable land holdings in
coastal areas of Florida that have market values exceeding current
book values, steady amenities revenues and fee income from related
service businesses, the second highest margins in the industry,
strong brand name recognition, seasoned management team, favorable
demographic trends, and the 58-year history through various
cycles.

In addition, the ratings recognize that the company's balance
sheet is fully stated, requiring little analytical adjustment, in
that the company retains on balance sheet 85-90% of its land
holdings and associated debt as compared to an industry average
ownership percentage of between 40-50%.

At the same time, the ratings consider the company's strategy of
building master planned communities that creates a need for a long
land supply, its geographic concentration in coastal areas of
Florida (although this has been reduced by two recent out-of-state
acquisitions), the rising number of competitors in its markets,
the larger-than-industry-average spec building due to its tower
construction segment, its reliance on the luxury/second home niche
of the market which could be more vulnerable to an external shock,
and the cyclicality of the homebuilding industry.

Proceeds of the new debt issue will be used to retire a like
amount of bank debt.  Pro forma for this new issue and a dollar
for dollar reduction in the outstanding revolver, total
homebuilding debt/capitalization at year-end 2004 would exceed 56%
and total homebuilding debt/EBITDA would exceed 4x.

Because of WCI Communities' recent debt-financed acquisition of
Renaissance Housing Corp., and seasonal working capital build ups,
however, these debt leverage figures will flirt with 60% and 5x,
respectively, for a quarter or two before being reduced to
acceptable levels by year-end 2005.  A failure by the company to
achieve its debt leverage target could result in a negative
ratings action.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.,
is a fully integrated homebuilding and real estate services
company with 58 years of experience in the design, construction,
and operation of leisure-oriented, amenity-rich master planned
communities targeting affluent homebuyers.  Revenues and earnings
for 2004 were $1.8 billion and $120 million, respectively.


WESTPOINT STEVENS: Overview of New Textile Purchase Agreement
-------------------------------------------------------------
As previously reported, WestPoint Stevens Inc. entered into a
definitive agreement for the sale of the Company to an investor
group.  The investor group consists of WL Ross & Co. LLC, and
holders of a majority of the Company's Senior Credit Facility,
including Contrarian Capital Management and CP Capital
Investments.

            Purchase Agreement with New Textile

WestPoint Stevens, Inc., and certain of its subsidiaries
delivered a copy of their asset purchase agreement with New
Textile Holding Co. and New Textile Co., a wholly owned
subsidiary of New Textile Holding, to the Securities and Exchange
Commission on March 3, 2005.  The Asset Purchase Agreement
provides for the sale to New Textile Co. of substantially all of
the WestPoint Stevens' assets pursuant to Section 363 of the
Bankruptcy Code.

New Textile Holding is owned by an investor group that consists
of WL Ross & Co. LLC and holders of a majority of the Company's
First Lien Credit Facility, including Contrarian Capital
Management and CP Capital Investments.

A full-text copy of the Asset Purchase Agreement is available for
free at:


http://sec.gov/Archives/edgar/data/852952/000090951805000138/mv3-3ex10_1.txt

Under the Asset Purchase Agreement, the purchase price for the
Assets consists of:

   (i) newly issued units comprised of 50% of the outstanding
       shares of common stock of Parent and 50% of the
       outstanding preferred stock of Purchaser, which will be
       distributed to the Company's First Lien Credit Facility
       holders;

  (ii) rights to acquire additional Units, comprised of the
       additional 50% of the outstanding shares of common stock
       of New Textile Holding and 50% of the outstanding
       preferred stock of New Textile Co., pursuant to a rights
       offering for an aggregate purchase price of $207.5
       million, under which all First Lien Credit Facility
       holders will have the equal right to participate, and in
       certain circumstances, the Company's Second Lien Credit
       Facility holders could participate;

(iii) the payment in full of all outstanding indebtedness under
       the Company's debtor-in-possession credit agreement, dated
       as of June 2, 2003, as amended, among the Company and
       certain of its subsidiaries, Bank of America, N.A.,
       Wachovia Bank, National Association and certain other
       lenders; and

  (iv) the assumption of liabilities of the Company, as set forth
       in the Asset Purchase Agreement.

Christopher N. Zodrow, Esq., Vice President and Secretary of
WestPoint Stevens, Inc., relates that following the completion of
the sale of Assets, the Company will wind down its estate and, as
a result, its unsecured creditors could receive a small
distribution out of proceeds of avoidance actions and other
contingent claims and all shares of its common stock would be
cancelled with no distribution being made.

The consummation of the transactions contemplated by the Asset
Purchase Agreement is subject to the receipt of any higher or
better offers submitted in accordance with bidding procedures to
be approved by the U.S. Bankruptcy Court for the Southern
District of New York and is contingent upon the approval of the
Asset Purchase Agreement by the Bankruptcy Court.

In the event that the Purchase Agreement with New Textile is
terminated by either party, the Debtors will pay to New Textile
Co. a cash amount equal to:

   (a) if the Competing Transaction involves the purchase of
       substantially all the Purchased Assets by an Affiliate of
       Carl Icahn, up to $3.5 million of the reasonable,
       documented, out-of-pocket expenses of New Textile Co.
       incurred, and

   (b) in any other case, $5.0 million plus up to $1 million of
       the reasonable, documented, out-of-pocket expenses of New
       Textile Co. incurred.

The Break-Up Fee will be due and payable upon the consummation of
a Competing Transaction or, if earlier, December 31, 2005.

The Asset Purchase Agreement is also subject to various closing
conditions, Mr. Zodrow continues, including the satisfaction of
certain closing date minimum working capital requirements and the
absence of any events or changes that would reasonably be
expected to have a material adverse effect on the Company's
business.  The closing of the transactions is expected to occur
no later than July 31, 2005.

              Working Capital Threshold Schedule

                                             COMPANY ESTIMATE
                                                 6/30/05E
                                             ----------------
WC ASSETS
---------
Cash & Cash Equivalents                          $6,500,000
Inventories, Net of Reserves                    292,784,000
Accounts Receivable, Net of Reserves            179,467,000
Prepaid Expenses & Other Current Assets          18,178,000
                                               ------------
TOTAL WC ASSETS                                $496,929,000

WC LIABILITIES
--------------
Accounts Payable (Post-Petition)                 41,994,000
Customer Accommodations                          24,737,000
Current Environmental Liabilities                 6,000,000
Vacation Pay                                      6,500,000
Restructuring Reserves                           24,664,000
Group Insurance                                   6,200,000
Accrued Salary & Wages                           13,275,000
Property Taxes                                    3,743,000
Royalties                                         5,730,000
Payroll Taxes & Fringes                           1,800,000
Auditing                                            780,000
Advertising - Canada                                691,000
Sales Tax                                           645,000
Accrued Rent - Mill Stores                          205,000
Manager Incentive - Mill Stores                     175,000
Accounts Payable - Canada                           344,000
Bath Water Agreement                                677,000
Salesmens' Incentive                                263,000
Workers Compensation                             13,782,000
Other Miscellaneous Items                         3,273,000
DIP                                              94,599,000
Reclamation Claims                                1,225,000
Executory Contracts                               3,372,000
Tax Claims                                        1,896,000
Professional Fees                                 9,393,000
KERP                                             14,515,000
                                               ------------
TOTAL WC LIABILITIES                           $280,478,000

CLOSING WC AT 6/30/05E                         $216,451,000

Closing WC Threshold Amount                    $184,000,000
                                               ------------

Cushion $                                       $32,451,000
Cushion %                                             15.0%

                        Commitment Letter

According to Mr. Zodrow, the equity to be issued pursuant to the
Asset Purchase Agreement is subject to dilution pursuant to a
one-year warrant to be issued to WL Ross & Co. LLC to purchase
10% of the fully diluted common stock of New Textile Holding and
preferred stock of New Textile Co., at an exercise price based
upon the midpoint of the Company's enterprise value as determined
by the Company's financial advisor -- i.e., $642.5 million --
subject to certain adjustments.

In connection with the Asset Purchase Agreement, the Investor
Group entered into a commitment agreement pursuant to which they
agreed, among other things:

   -- to purchase any Units not purchased in the rights offering,

   -- to release $10.0 million from escrowed adequate protection
      payments to the Company's Second Lien Credit Facility
      holders if they do not object to the transaction; and

   -- to provide additional consideration in certain other events
      if the sale of the Assets is completed.

A full-text copy of the Commitment Letter is available for free
at:


http://sec.gov/Archives/edgar/data/852952/000090951805000138/mv3-3ex10_2.txt

The Term Sheet attached to the Commitment Letter provides, among
other things:

WLR WARRANT
TERMS:          The WLR Warrant will be issued on the Closing
                Date.  The exercise price of the WLR Warrant
                will be equal to Rothschild's WPS midpoint
                total enterprise value -- $642.5 million --
                adjusted for the cash raised in the Offering,
                net of the Closing DIP Amount and the following
                Assumed Liabilities: KERP, accrued and unpaid
                professional fees through the Closing Date,
                cure amounts with respect to executory
                contracts, reclamation claims and pre-petition
                property tax claims.  The exercise price will be
                subject to standard anti-dilution protection.
                The WLR Warrant will have a term of 364 days.

BOARD
REPRESENTATION
AND SENIOR
MANAGEMENT:     New Textile Holding's and New Textile Co.'s
                initial Boards of Directors will be comprised of:

                   (i) three directors selected by WLR,

                  (ii) three directors selected by the Non-WLR
                       Investors,

                 (iii) one director selected by the First-Lien
                       Holders (other than the Non-WLR
                       Investors), and

                  (iv) two directors selected by mutual agreement
                       of WLR and the Non-WLR Investors.

MANAGEMENT
AGREEMENT:      WLR will enter into a 3-year management
                agreement with New Textile Co. for $2 million per
                year.

REGISTRATION
RIGHTS:         On or prior to the Closing Date, New Textile
                Holding and New Textile Co. will enter into a
                registration rights agreement with WLR and a
                registration rights agreement with the Investors
                and any other person or entity holding as of the
                Closing more than 5% of the Units.

                The WLR Registration Rights Agreement will
                provide that WLR will be entitled to (i) three
                demand registrations and (ii) unlimited piggy-
                back registration rights with respect to any
                Units owned by WLR.

                The Investor Registration Rights Agreement will
                provide that (i) each Investor will be entitled
                to one demand registration and that the
                Registration Rights Participants (including the
                Investors), as a group, will be entitled to two
                additional demand registrations and (ii) each
                Registration Rights Participant will be
                entitled to unlimited piggy-back registration
                rights.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILLIAM CARTER: S&P Says Federated/May Talks Won't Affect Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of The William Carter Co.
(BB/Stable/--).

The proposed merger of Federated and May represents a major
consolidation in the retail landscape and will have significant
effect on the dynamics of the apparel industry.  The combined
retailer's concentrated buying and bargaining power would likely
pressure the apparel firms' margins.  Revenues from the combined
operations would also be negatively affected as Federated and May
are likely to close retail locations to improve operating
efficiency and reduce costs.  There could be more emphasis on the
retailers' own private labels at the expense of some of the
branded merchandise.  There may also be added emphasis on
exclusive brands as well, which would result in additional
investments on the part of the apparel firms.

Despite the potential negative fallout from the merger, most
investment-grade apparel companies have already diversified their
channels of distribution, decreasing their exposure to department
stores in recent years.  Apparel firms such as Liz Claiborne, Polo
Ralph Lauren, Tommy Hilfiger, and Jones Apparel Group remain
significant vendors to the department stores.  Nonetheless, these
companies, such as Liz and Jones, have a portfolio of brands that
serve different demographic markets, minimizing their exposure to
one particular segment or customer.  However, Standard & Poor's
notes that Jones has a combined sales concentration of 26% to May
and Federated, and could be more vulnerable to the combination
than some of the other apparel firms.

On the other hand, for some apparel vendors, there could be
opportunities as well, as Federated may move to a more upscale
retail format, which would benefit those companies with the
premium brands.  Standard & Poor's expects consolidation in the
apparel industry to continue as vendors keep looking for
opportunities to expand their brand portfolios to maintain
relevance with their customers and the ultimate consumers.  While
it is too early to assess the effect of the proposed Federated-May
Department Store merger on the apparel industry, Standard & Poor's
will closely monitor events as they develop.


WINN-DIXIE: Hires Logan & Company as Claims Agent
-------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to appoint
Logan & Company, Inc., as their claims, noticing, and balloting
agent.

Pursuant to Section 156(c) of the Judiciary Procedures Code, the
Court is authorized to utilize facilities other than those of the
Clerk's office for the administration of bankruptcy cases.  The
Debtors believe that it is necessary to engage Logan to act as
outside agent to the Clerk of the Bankruptcy Court to assume full
responsibility for the distribution of notices and proof of claim
forms and the maintenance, secondary processing, and docketing of
all proofs of claim filed in the Debtors' bankruptcy cases.  The
Debtors will also require Logan's services with respect to the
mailing of various pleadings and other papers in their Chapter 11
cases.

Although the Debtors have not yet filed their Schedules of Assets
and Liabilities, they anticipate that there will be thousands of
entities that the Debtors will be required to serve with various
notices, pleadings, and other documents filed in their cases.
The Debtors believe that appointing Logan will expedite the
distribution of notices and relieve the Clerk's office of the
administrative burden of processing those notices.

Logan is a data processing firm that specializes in noticing,
claims processing, voting, and other administrative tasks in
Chapter 11 cases.  As claims, noticing, and balloting agent,
Logan will:

    a. establish and maintain a consolidated list of creditors;

    b. serve notices to parties-in-interest;

    c. maintain all proofs of claim and proof of interest filed in
       the Debtors' cases;

    d. docket all Claims;

    e. maintain and transmit to the Clerk's office the official
       claims registers;

    f. maintain current mailing lists of all entities that have
       filed Claims and notices of appearance it receives;

    g. provide the public access for examination to all the Claims
       at its premises during regular business hours and without
       charge;

    h. record all transfers it receives, pursuant to Rule 3001(e)
       of the Federal Rules of Bankruptcy Procedure;

    i. provide the Debtors with consulting and computer software
       support regarding the reporting and management requirements
       of the bankruptcy administration process;

    j. provide software education and training as well as
       consulting and programming support for Debtor-requested
       reports, program modifications, database modification, and
       other features;

    k. provide assistance in preparing the Debtors' Schedules if
       requested by the Debtors; and

    l. provide balloting and solicitation services to the Debtors.

A detailed summary of Logan's fees is available for free at:

        http://bankrupt.com/misc/winn-dixie_loganfee.pdf

The Debtors paid Logan a $50,000 Retainer.

Kathleen M. Logan, President of the company, assures the Court
that Logan is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  Ms. Logan adds that the
company holds no interest adverse to the Debtors' estates.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/ -- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: What Value's Left After Sale of Yuganskneftegas
----------------------------------------------------------
In support of Yukos Oil Company's failed attempt to gain a new
trial on Duetsche Bank's Motion to Dismiss, Alvarez & Marsal, LLC,
the company's restructuring advisor, presented the U.S. Bankruptcy
Court for the Southern District of Texas with a preliminary
assessment of Yukos' remaining value after the sale of
Yuganskneftegas:

                                              Preliminary
     Category                                  Assessment
     ------------------                       -----------
     Total Proved Oil & Gas Assets         $8,100,000,000
     Refining                               1,000,000,000
     Sibneft Shares                         5,100,000,000
     Other Assets                             300,000,000
                                          ---------------
        Total                             $14,500,000,000

     Value at Risk (Based on
     Yuganskneftegas Sale at 55%
     Discount to Appraised Value           $8,000,000,000
                                          ===============

The assessment is based on valuation information, reports and
opinions prepared by others for the Debtor:

   1.  A summary of the 2004 appraisal prepared by K.O.M.I.T.-
       Invest, a Russian licensed appraisal firm;

   2.  Summary data from DeGolyer and MacNaughton's December 31,
       2003 audit of Yukos' total proved reserves as referenced
       in the Debtor's Web site;

   3.  An October 27, 2004 valuation of Yuganskneftegas prepared
       by JPMorgan for Yukos' Board of Directors and Management;

   4.  An October 14, 2004, valuation of Yuganskneftegas prepared
       by Dresdner Kleinwort Wasserstein, which was submitted to
       the Russian Minister of Justice; and

   5.  Bear Stearns' November 18, 2004 Yukos Equity Research.

Alvarez compared Yuganskneftegas' sale value to its appraised
value using these factors:

     Reported Sale Price Dec. 19, 2004           $9,400,000,000
     DKW Valuation Ave. -- Oct. 14, 2004         19,800,000,000
     JPMorgan Valuation Ave. -- Oct. 27, 2004    22,000,000,000
     Ave. of DKW and JPMorgan Valuations         20,900,000,000
     Reported Sale Price less DKW & JPM Ave.    (11,500,000,000)

     Sale Price Discount to Valuation Range                 -55%
                                                ===============

The DeGolyer and MacNaughton audit of Yukos' December 31, 2003
total proved reserves on an SPE basis, reported approximately
16.7 billion BOE's (gas to oil conversion on a 6:1 basis) for all
consolidated and affiliated entities.  Approximately 11.6 BOE's
attributable to Yuganskneftegas were eliminated in addition to
516 million BOE's of estimated 2004 production.  No reserve
revisions or additions were considered.

Net total proved reserves attributable to Yukos after the sale of
Yuganskneftegas approximates 4.6 billion BOE's.  Based on
transaction data for 2000 through 2004 presented in the JPMorgan
Valuation, a total proved BOE transaction value range of $1.50 to
$2.00 per BOE was indicated.  The net total proved reserves
remaining was then multiplied by the mid-point transaction value
of $1.75 per BOE to indicate potential remaining reserve value.
Alvarez informs the Court that the estimate excludes any
consideration of the value of Probable and Possible reserves,
which is significant and may be in excess of $2 billion.

The KOMIT Valuation valued five of Yukos' refineries -- Angarsk,
three Samara area refineries, and Achinsk -- with an aggregate
value of about $1 billion.  KOMIT did not value the Mazeiklu
Nafta complex, the Angarsk polymers plant or gas and oil
processing plants.

Alvarez reports that Yukos currently owns 34.5% of Sibneft's 4.7
billion shares -- 1.62 billion shares.  Based on a 30-day average
stock price from January 20, 2005, through February 22, 2005, of
$3.17 per share, Yukos' holdings in Sibneft approximate $5.1
billion in value.

Other Yukos assets include railcars, product terminals, retail
sites and interests in electric generating facilities.  KOMIT
valued only a small portion of these assets.  The Debtor believes
other assets approximate $300,000,000.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Alvarez & Marsal Welcomes Anthony Treccapelli And Mark Paling
---------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Anthony Treccapelli has joined the firm as a managing
director and Mark Paling has joined as a director.  Mr.
Treccapelli, who heads the firm's Technology Solutions team, is
based in New York.  Mr. Paling is based in Dallas.

With more than 20 years of experience in technology consulting,
Mr. Treccapelli specializes in IT planning, architecture, business
intelligence and data warehousing, infrastructure optimization and
program management.  He has spearheaded large-scale business
transformations, systems integrations and custom application
development projects and has been responsible for the planning,
architecture, and deployment of mission-critical business systems
in several industries.  Prior to joining A&M, Mr. Treccapelli was
a managing director at BearingPoint.  Before that, he was in the
business consulting practice at Andersen, where he co-led the
firm's global Technology Integration practice.  Mr. Treccapelli
earned a bachelor's degree in accounting from Michigan State
University and is a Certified Public Accountant.

With over 19 years of IT experience, Mr. Paling has lead complex
business transformation and technology integration programs,
including a concentration of work in finance operations.  His
experience includes ERP planning and implementation, shared
services implementation, business process outsourcing, credit and
collections optimization, and leadership of technology delivery
and support organizations.   Mr. Paling previously served as a
partner with Accenture in the Finance and Performance Management
and Enterprise Business Solutions divisions.  He earned a
bachelor's degree in computer science from The University of Texas
at Austin.


Alvarez & Marsal's information technology specialists design and
implement initiatives that are central to driving the performance
of people, processes and technology.   The firm's professionals
focus on identifying opportunities that reduce cost while
increasing the value of information technology to the business.
This pragmatic alignment of business and technology helps
management understand, plan and execute key IT initiatives to
accelerate business results.

                   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, performance improvement, 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.


* Alvarez & Marsal Welcomes Charles Lowrey & James Chvtal
---------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Charles Lowrey and James Chvatal have joined Alvarez & Marsal
Business Consulting as managing director and director,
respectively, in the firm's Houston office.

With over 18 years of consulting experience, Mr. Lowrey
specializes in shared services, finance and accounting
improvement, merger integration and business intelligence.  Prior
to joining A&M, Mr. Lowrey was a managing director at BearingPoint
in the Energy Industry Sector.  Prior to BearingPoint, he was the
partner responsible for finance and accounting consulting services
for the Gulf Market at Arthur Andersen.  A certified public
accountant, Mr. Lowrey earned a Bachelor of Science degree in
Economics and Computer Information Systems from Houston Baptist
University.  He also earned an MBA from the University of Houston.

Mr. Chvatal provides overall facilitation and support for the
people management and operating functions of Alvarez & Marsal
Business Consulting including strategic planning and budgeting,
financial management, business development, resource deployment
and management, performance management and rewards, employee
matters, recruiting, culture and retention, knowledge management,
communications, change management and learning and professional
growth.  He has been involved in professional services operations
for the last seven years with a variety of global professional
services organizations following nearly a decade of professional
client service in the Public Accounting arena.  Mr. Chvatal is a
certified public accountant and earned a BBA in accounting from
Texas A&M University.

Alvarez & Marsal Business Consulting, LLC, (A&M BC) works with
corporate clients to deliver exceptional improvements in
performance.  A&M BC is composed of dedicated teams of senior
consulting specialists with backgrounds in general management,
strategy, functional skills, technology and business processes.
Building on the heritage of A&M's turnaround and crisis management
capability, A&M BC serves clients with strong competitive and
financial positions and also works with the firm's restructuring
professionals to assist underperforming companies.

                   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, performance improvement, 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/


* 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     7
Adelphia Comm.                         6.000%  02/15/06     8
Allegiance Tel.                       11.750%  02/15/08    33
Allegiance Tel.                       12.875%  05/15/08    31
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Color Graph.                    10.000%  06/15/10    71
Amer. Restaurant                      11.500%  11/01/06    61
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    71
American Airline                       7.379%  05/23/16    63
American Airline                       8.800%  09/16/15    75
American Airline                       9.070%  03/11/16    72
American Airline                      10.190%  05/26/16    73
American Airline                      10.610%  03/04/11    67
AMR Corp.                              4.250%  09/23/23    71
AMR Corp.                              4.500%  02/15/24    66
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.000%  09/15/16    75
AMR Corp.                              9.800%  10/01/21    68
AMR Corp.                              9.880%  06/15/20    65
AMR Corp.                             10.000%  04/15/21    59
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    16
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    69
Armstrong World                        6.500%  08/15/05    69
Armstrong World                        7.450%  05/15/29    70
Armstrong World                        9.000%  06/15/04    70
AT Home Corp.                          0.525%  12/28/18     3
AT Home Corp.                          4.750%  12/15/06    10
ATA Holdings                          12.125%  06/15/10    42
ATA Holdings                          13.000%  02/01/09    43
Atlantic Coast                         6.000%  02/15/34    33
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    10
Bank New England                       9.500%  02/15/96    10
Bethlehem Steel                       10.375%  09/01/03     0
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.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    71
Calpine Corp.                          8.625%  08/15/10    71
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    44
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    48
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    47
Delta Air Lines                        8.000%  06/03/23    51
Delta Air Lines                        8.300%  12/15/29    37
Delta Air Lines                        8.540%  01/02/07    72
Delta Air Lines                        9.000%  05/15/16    39
Delta Air Lines                        9.200%  09/23/14    54
Delta Air Lines                        9.250%  03/15/22    38
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    39
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    56
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%  12/15/22    39
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    52
Delta Air Lines                       10.790%  03/26/14    71
Delta Mills Inc.                       9.625%  09/01/07    49
Diva Systems                          12.625%  03/01/08     1
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    32
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    32
Enron Corp.                            7.325%  05/15/19    31
Enron Corp.                            7.625%  09/10/04    31
Enron Corp.                            7.875%  06/15/03    29
Enron Corp.                            9.125%  04/01/03    30
Enron Corp.                            9.875%  06/15/03    34
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.375%  01/15/06    32
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    31
Foamex L.P.                            9.875%  06/15/07    70
Golden Books Pub.                     10.750%  12/31/04     1
HNG Internorth.                        9.625%  03/15/06    66
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    69
Inland Fiber                           9.625%  11/15/07    50
Intermet Corp.                         9.750%  06/15/09    67
Intermune Inc.                         0.250%  03/01/11    75
Iridium LLC/CAP                       10.875%  07/15/05    18
Iridium LLC/CAP                       11.250%  07/15/05    18
Iridium LLC/CAP                       13.000%  07/15/05    18
Iridium LLC/CAP                       14.000%  07/15/05    18
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    17
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    62
Level 3 Comm. Inc.                     2.875%  07/15/10    55
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    71
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     9
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17    73
Muzak LLC                              9.875%  03/15/09    64
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
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    73
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    70
Northwest Airlines                     8.070%  01/02/15    65
Northwest Airlines                     8.130%  02/01/14    68
Northwest Airlines                    10.000%  02/01/09    72
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    30
Owens Corning                          7.000%  03/15/09    63
Owens Corning                          7.500%  05/01/05    66
Owens Corning                          7.500%  08/01/18    63
Owens Corning                          7.700%  05/01/08    63
Owens Corning Fiber                    8.875%  06/01/02    65
Pegasus Satellite                      9.625%  10/15/05    55
Pegasus Satellite                      9.750%  12/01/06    62
Pegasus Satellite                     12.375%  08/01/06    58
Pegasus Satellite                     12.500%  08/01/07    61
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    20
Penton Media Inc.                     10.375%  06/15/11    74
Piedmont Aviat.                       10.300%  03/28/06     7
Piedmont Aviat.                       10.300%  03/28/12     0
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     2
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    58
Railworks Corp.                       11.500%  04/15/09     1
Read-Rite Corp.                        6.500%  09/01/04    55
Realco Inc.                            9.500%  12/15/09    30
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    60
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    68
Silverleaf Res.                       10.500%  04/01/08     0
Specialty Paperb.                      9.375%  10/15/06    75
Syratech Corp.                        11.000%  04/15/07    29
Teligent Inc.                         11.500%  12/01/07     0
Tower Automotive                       5.750%  05/15/24    18
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    29
United Air Lines                       8.030%  07/01/11    12
United Air Lines                       8.310%  06/17/09    47
United Air Lines                       9.000%  12/15/03     9
United Air Lines                       9.125%  01/15/12     9
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.750%  08/15/21    38
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    59
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                           10.250%  01/15/07     1
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
US Airways Inc.                        7.960%  01/20/18    48
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    59
Winsloew Furniture                    12.750%  08/15/07    20
World Access Inc.                     13.250%  01/15/08     3
Zurich Reinsurance                     7.125%  10/15/23    73


                          *********

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 ***