TCR_Public/050310.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, March 10, 2005, Vol. 9, No. 58

                          Headlines

ACCURIDE CORP: Earns $21.8 Million Net Income in Year 2004
ADELPHIA COMMS: Selling NY Condo to G. Park & C. Lee for $1.525M
ADELPHIA COMMS: Wants Title on Five Properties Held by Rigases
ADVERTISING DIRECTORY: Moody's Junks $170MM Senior Unsec. Debts
AMERICA WEST: Posts 4th Quarter $89M Net Loss after Restatement

AMERICAN TOWER: Postpones 2004 Conference Call to End of Month
AMERICAN TOWER: Reports Updated 2005 Full Year Outlook
AMF BOWLING: S&P Affirms 'B' Corporate Credit Rating
ANC RENTAL: Has Until August 15 to Object to Claims
ANC RENTAL: Terminates SEC Registration of Securities

ATA AIRLINES: Signature & ASII Want to Terminate 25 Contracts
ATA AIRLINES: Mellins Want to Lift Stay to Pursue Lawsuit
BALTIMORE MARINE: Taps Miles & Stockbridge as Special Counsel
BOMBARDIER CAPITAL: Fitch Holds Junk Ratings on 9 Mortgage Issues
CAPITAL ONE: Fitch Places Debt Ratings on Watch Positive

CARDIAC SERVICES: Case Summary & 16 Largest Unsecured Creditors
CATHOLIC CHURCH: Portland's Motion to Pay Counsel Draws Fire
CATHOLIC CHURCH: Portland's Motion to Execute Covenants Draws Fire
CORRECTIONS CORP: S&P Raises Corp. Credit Rating to BB- from B+
CREDIT SUISSE: Fitch Upgrades 2 & Downgrades 8 Low-B Ratings

DOANE PET: Incurs $45.6 Million Net Loss in Year 2004
DRESSER INC: Reviewing $10 Mil. Adjustments in 2003 4th Qtr.
DVI INC: Will Amicably Settle with West Florida Medical Center
FEDERAL-MOGUL: Asks Court to Okay North Star Settlement Agreement
FLEMING COS: Trust Arranges Core-Mark's Initial Stock Distribution

FRONTLINE CAPITAL: Can Expand Tax Services of Ernst & Young
GLOBAL CROSSING: Citigroup Settles Class Action Suit For $75M
GOODYEAR DUNLOP: S&P Puts B+ Rating on EUR505 Million Senior Loan
HELLER FINANCIAL: Fitch Affirms Low-B Ratings on 4 Mortgage Certs.
INSIGHT COMMS: Founders & Carlyle Group Want to Buy Public Shares

J.C. PENNEY: S&P Affirms BB+ Corporate Credit Rating
KULICKE & SOFFA: S&P Affirms CCC+ Subordinated Debt Rating
LAS VEGAS SANDS: Posts $495.2 Mil. Net Income in Year 2004
LOGOATHLETIC: Wants to Donate Remaining Funds to Charity
MAGUIRE PROPERTIES: S&P Puts BB Rating on Two Loans

MARION HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
MILWAUKEE POLICE: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Wants to Reject PEPCO Purchase & Sale Agreement
MIRANT CORP: PEPCO Wants Back-to-Back Payments Resumed
MISSION RESOURCES: Earns $2.8 Mil. Net Income in Fourth Quarter

MOUNTAIN VEGETABLES: Case Summary & 13 Largest Unsecured Creditors
NEXEN INC: S&P Affirms BB+ Subordinated Debt Rating
NRG ENERGY: NRG PMI to Lease 1,500 Railcars from General Electric
OMNICARE INC: Completes Offer for 4.00% Trust Preferred Securities
OWENS CORNING: Still Refuses to Sue B-Readers; CSFB Not Pleased

OWENS CORNING: 2004 Net Income Increased 77% to $204 Million
PARMALAT GROUP: U.S. Bankr. Court Okays Accord with SpA & US Units
PARMALAT GROUP: SpA Amends Recovery Ratios under Plan
POLYONE CORP: Expects Revenues to Increase in First Quarter 2005
POLYONE CORP: To Hold 1st Quarter Conference Call on April 29

RADNOR HOLDINGS: S&P Junks Corporate Credit & Senior Note Ratings
REVLON INC: Stockholders' Deficit Narrows to $1.02 Billion
SFA ABS: Fitch Rates $12.5 Million Preference Shares at BB-
SOLUTIA INC: Trade Creditors Sell 24 Claims to Fair Harbor Capital
STELCO INC: Estimates 2005 Operating Earnings at $350-$400 Million

STELCO INC: Estimates 2004 Operating Earnings at $45-$50 Million
STEWART ENTERPRISES: Earns $9.2 Mil. Net Income in First Quarter
STURGIS, MICHIGAN: S&P Cuts Bond Rating to BB from BBB
SUPRESTA LLC: Moody's Puts B1 Rating on $140MM Sr. Secured Loan
TENET HEALTHCARE: Incurs $2.64 Billion Net Loss in Year 2004

TENET HEALTHCARE: Completes Sale of Four Hospitals in California
U.S. PLASTIC: Sells Ocala Facility to Lees Development for $3.25MM
U.S. PLASTIC: Promotes N. Kalenich as VP & S. Schultz as Director
UAL CORPORATION: Fee Committee Reviews 7th Interim Applications
UNITED DEFENSE: Fitch Affirms BB+ Rating on Senior Secured Loan

US AIRWAYS: Court Okays Implementation of E.D.N.Y. Court Judgment
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Classes of Certs.
WHX CORP: Wants to Hire Jones Day as Restructuring Counsel
WHX CORP: Wants to Hire Jeffries & Company as Financial Consultant
WINN-DIXIE: Wants to Sell Inventory to Eckerd & CVS Realty

WINN-DIXIE: Moody's Junks Three Trust Certificate Classes

* Stroock Names M. A. Fernandez Managing Partner of Miami Office
* Gardner Carton & Douglas Relocates Milwaukee Office

                          *********

ACCURIDE CORP: Earns $21.8 Million Net Income in Year 2004
----------------------------------------------------------
Accuride Corporation reported net sales of $138.5 million for the
fourth quarter ended Dec. 31, 2004.  This compares to net sales of
$94.4 million for the fourth quarter of 2003, an increase of
46.7%.  The increase is primarily the result of the continuing
cyclical recovery in the commercial vehicle industry.  For the
year ended December 31, 2004, net sales were $494.0 million
compared to net sales of $364.3 million for the same twelve-month
period in 2003, an increase of 35.6%.

Adjusted EBITDA of $30.4 million for the fourth quarter ended
Dec. 31, 2004, is up from $19.0 million for the fourth quarter of
2003, an increase of 60.0%.  For the year ended Dec. 31, 2004,
Adjusted EBITDA increased by $34.2 million, or 47.4%, from $72.1
million in 2003 to $106.3 million.

The Company's liquidity position remained strong at Dec. 31, 2004,
with $71.8 million in cash and revolver availability of
$41.0 million.

Accuride had net income of $5.2 million for the fourth quarter
ended December 31, 2004, compared to net income of $0.6 million
for the fourth quarter of 2003.  For the year ended Dec. 31, 2004,
net income was $21.8 million compared to a net loss of
$8.7 million for the same twelve-month period in 2003.

As previously announced, Accuride Corporation completed its
acquisition of Transportation Technologies Industries, Inc., and
related refinancing on January 31, 2005.  The combined company
will offer the trucking industry a one-stop component sourcing
solution and expects to become one of the largest suppliers to the
heavy/medium commercial vehicle industry.  For the year ended
December 31, 2004, pro forma net sales were $1,082.3 million with
pro forma Adjusted EBITDA and net income of $160.1 million and
$21.6 million, respectively, before consideration of any
synergies.

Accuride Corporation -- http://www.accuridecorp.com/--  
is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components.  Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Accuride Corporation to 'B+' from 'B' and removed the
ratings from CreditWatch, where they were placed on Dec. 28, 2004.

Evansville, Indiana-based Accuride has total debt of about
$800 million.  The ratings outlook is stable.

"The upgrade follows Accuride's completion of the acquisition of
TTI and reflects the improved operating performance of both
companies in 2004 as they have benefited from robust demand of the
heavy-duty truck industry," said Standard & Poor's credit analyst
Martin King.

As reported in the Troubled Company Reporter on Jan. 20, 2005,
Moody's Investors Service has assigned B2 ratings to the new first
lien bank credit facilities of Accuride Corporation and Accuride
Canada Inc., and a Caa1 rating to the proposed offering of senior
subordinated notes to be issued under Rule 144a.  Further, the
existing B2 senior implied and B3 senior unsecured issuer ratings
as well as the Caa1 rating for the company's existing issue of
senior subordinated notes due in 2008, have been confirmed.  The
outlook has been revised to positive from stable.  The rating
actions follow from the refinancing plan that Accuride has
announced as part of its acquisition of Transportation
Technologies Industries, Inc. -- TTI, which could incorporate new
equity issuance as indicated in the filing of an S-1 with the SEC.
Given the potential for the continued favorable performance of the
combined group and the issuance of primary equity to result in
debt reduction, the outlook has been revised to positive from
stable.

Specifically the rating agency assigned these ratings:

   * B2 for Accuride Corporation's $615 million first lien term
     loan

   * B2 for Accuride Corporation's $95 million first lien
     revolving credit

   * B2 for Accuride Canada Inc.'s $30 million first lien
     revolving credit

   * Caa1 for Accuride Corporation's senior subordinated note
     offering

Moody's also confirmed these ratings:

   * Caa1 for Accuride Corporation's existing $189.9 million of
     remaining senior subordinated notes

   * B2 for Accuride Corporation's senior implied rating

   * B3 for Accuride Corporation's senior unsecured issuer rating


ADELPHIA COMMS: Selling NY Condo to G. Park & C. Lee for $1.525M
----------------------------------------------------------------
ACC Properties 124 LLC, a non-Debtor, is a wholly owned indirect
subsidiary of ACC Operations, Inc. -- Adelphia Communications
Corporation's debtor-affiliate.  ACC Properties was created to
hold, administer, insure, market, and dispose of certain parcels
of real property that were formerly owned by some members of the
Rigas family and which have been transferred, or are in the
process of being transferred, to the Debtors.  Since all parcels
of real property that are transferred to the Debtors from the
Rigases are transferred directly to specially created limited
liability companies to insulate the Debtors from potential
liabilities incurred by the Rigases, the Debtors believe that ACC
Properties has no creditors.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that on November 29, 2004, the Rigases signed a
deed to transfer title to the ACC Properties, for the benefit of
the Debtors, a condominium located at 330 East 75th Street, Unit
23A in New York.  As of December 15, 2004, the Property was
appraised at $1.4 million.  Gregory Park and Carol J. Lee offered
ACC Properties $1,525,000 for the Property.

Since late 2003, ACC Properties has listed the Property at a
minimum asking price of $1.25 million with J&C Lamb Management
Corp., a broker located in New York.  The Property has also been
advertised in The New York Times and on various real estate Web
sites.  After the Debtors' receipt of initial offers for the
Property, J&C Lamb continued its marketing efforts for the
Property to ensure that an optimal bid was received.  As a result
of the marketing efforts, the Debtors believe that Mr. Park and
Ms. Lee's offer is the highest or best offer received for the
Property.  Accordingly, ACC Ops entered into a purchase agreement
dated February 23, 2005, for the sale of the Property to Mr. Park
and Ms. Lee.

A sale of the Property to Mr. Park and Ms. Lee would result in a
significant gain to the ACOM Debtors on an asset that is not
necessary to their operations, Ms. Chapman contends.  As ACC
Properties is a limited liability company, its corporate parent
ACC Ops must execute any agreement governing the sale.

By this motion, the ACOM Debtors seek the authority of the U.S.
Bankruptcy Court for the Southern District of New York to sell the
Property to Mr. Park and Ms. Lee free and clear of all liens,
claims, interests and encumbrances.  The ACOM Debtors also ask
Judge Gerber to permit ACC Ops to enter into the Purchase
Agreement, on behalf of one of its subsidiaries.

In 1993, John Rigas delivered a $400,000 mortgage on the Property
to a predecessor-in-interest of JP Morgan Chase Bank.  JPMorgan
instituted a proceeding to foreclose on the Property after Mr.
Rigas defaulted in making required monthly loan payments under
the mortgage.  However, after the Debtors filed for Chapter 11
protection, JPMorgan did not pursue its foreclosure action.

On May 3, 2004, JPMorgan filed a motion to lift the automatic so
that it could proceed with foreclosure on the Property.  JPMorgan
alleged that $58,025 is owed to it with respect to the Property
relating to periods after the Petition Date.  On February 1,
2005, the Court denied the JPMorgan Motion, but granted JPMorgan
leave to renew its request in 90 days, or at the time it submits
an appraisal demonstrating that the appraised value of the
Property is less than the amount owed to JPMorgan with respect to
the Property.

Ms. Chapman points out that upon the sale of the Property, the
Debtors will satisfy the outstanding debt owed to JPMorgan in
connection with the Property.

The Debtors have determined that the Property is unnecessary to
the operation of their businesses.  Ms. Chapman adds that a sale
of the Property would benefit the Debtors' estates inasmuch as
the purchase price far exceeds the outstanding amount due and
owing to JP Morgan.

                         Purchase Agreement

Pursuant to the Purchase Agreement, Mr. Park and Ms. Lee will pay
ACC Properties $1,525,000 for the Property.  Mr. Park and Ms. Lee
have deposited $152,500 in escrow pending the closing of the
Sale.  The amount will be released from escrow and applied to the
Purchase Price at the Closing.  As provided in the Purchase
Agreement, the Closing will take place within 30 days after the
Court approves the proposed sale.  However, the Purchasers will
have the right to delay the date of the Closing until 60 days
after the execution date of the Purchase Agreement.

In the event that the Sale is not authorized within six months of
the execution date of the Purchase Agreement, the Purchasers will
have the right to terminate the Purchase Agreement.

                          Possible Auction

The Debtors propose that in the event that a higher or better
offer than the current offer is received prior to the Court's
approval of the sale of the Property to Mr. Park and Ms. Lee, the
Debtors will schedule an auction of the Property.  The Auction
will be held at a time and place the Debtors will choose.  Upon
completion of the Auction, the Debtors will choose a winning
bidder for the Property.

                   Exemption from Transfer Taxes

Pursuant to Section 1146(c) of the Bankruptcy Code, the ACOM
Debtors ask the Court to exempt the sale of the Property from
stamp, transfer, sales, recording or similar taxes.  Ms. Chapman
contends that that the proposed sale is necessary to the eventual
consummation of a plan of reorganization in the ACOM Debtors'
cases and thus, must be exempt from transfer taxes.

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


ADELPHIA COMMS: Wants Title on Five Properties Held by Rigases
--------------------------------------------------------------
Adelphia Communications Corporation seeks to enforce a series of
agreements entered into in 1994 by:

    -- John J. Rigas
    -- Timothy J. Rigas
    -- Michael J. Rigas
    -- James P. Rigas
    -- Ellen Rigas Venetis
    -- Dorellenic
    -- Island Partners, GP
    -- Wending Creek Farms, Inc.

to convey certain real property to ACOM for which ACOM paid fair
market value.

ACOM complains that despite their obligations under the 1994
Agreements, the Rigas Defendants refused, and continue to refuse,
to convey the Properties to Adelphia.

John Rigas was the former Chairman of the Board, President and
Chief Executive Officer of ACOM.  His son, Timothy, served as
ACOM's Chief Financial Officer, Chief Accounting Officer,
Executive Vice President, Treasurer and a director.  In July
2004, John and Timothy Rigas were convicted of conspiracy,
securities fraud and bank fraud for actions taken while officers
and directors of ACOM.

John Rigas' other sons, Michael served as Executive Vice
President of Operations while James served as Executive Vice
President of Strategic Planning.  Michael and James Rigas also
served as directors of ACOM.

Ellen Rigas Venetis is the daughter of John Rigas and has an
ownership interest in several Rigas family entities.

Dorellenic and Island Partners are Pennsylvania general
partnerships, the general partners of which are John, Timothy,
Michael and James Rigas, and Ms. Venetis.

The 1994 Agreements entered into by Dorellenic and Island
Partners were signed by James Rigas, on behalf of both the Rigas
Defendants as seller and on behalf of ACOM as buyer.

The Agreement entered into by Wending Creek Farms was signed by
John Rigas on behalf of Wending Creek Farms as seller and on
behalf of ACOM as buyer.

Wending Creek Farms is a Pennsylvania corporation whose sole
shareholder and controlling person is John Rigas.

George F. Carpinello, Esq., at Boies, Schiller & Flexner, LLP, in
Albany, New York, relates that the Rigas Defendants added
additional properties to the 1994 Agreements for the purpose of
ensuring that the amount of the credit that the Rigas Defendants
received from ACOM equaled to or exceeding $14,000,000.

The Rigas Defendants received a credit to the full extent of
these properties' fair market value:

    (1) Apartment 23C, 330 East 75th Street, New York, New York,
        which was to be conveyed by Dorellenic to ACOM.

    (2) The so-called "Othmer Land" located on Park Avenue in
        Coudersport, Pennsylvania, which was to be conveyed by
        Dorellenic to ACOM.

    (3) The so-called "Caldwell Property" located at 210 Ross Glen
        Road in Coudersport, Pennsylvania, which was to be
        conveyed by Dorellenic to ACOM.

    (4) The so-called "Brundage Property" located at 212 Ross Glen
        Road in Coudersport, Pennsylvania, which was to be
        conveyed by Island Partners to ACOM.

    (5) The so-called "Stamborecky Property" located at North
        Hollow Road, Coudersport, Pennsylvania, which was to be
        conveyed by Wending Creek Farms to ACOM.

Mary Ann Rigas is the wife of James Rigas and holds title with
her husband to the Caldwell Property and Brundage Property.

Accordingly, ACOM demands judgment:

    (a) declaring that ACOM has beneficial and equitable title to
        the Properties;

    (b) for specific performance of the 1994 Agreements conveying
        title to the Properties to ACOM;

    (c) in the alternative, for monetary damages against the Rigas
        Defendants for the Rigas Defendants' breach of the 1994
        Agreements;

    (d) for the declaration of a constructive trust for ACOM's
        benefit in the Properties;

    (e) granting monetary damages against Wending Creek Farms and
        John Rigas for conversion and for breach of the 1994
        Agreements for the sale of the Stamborecky Property;

    (f) granting monetary damages against Dorellenic, Island
        Partners, and James Rigas for conversion and for breach of
        the 1994 Agreements for the sale for the Caldwell and
        Brundage Properties; and

    (g) for all attorney's fees and associated costs that ACOM has
        incurred in seeking to obtain quiet title to the
        Properties since at least October 2002, including but not
        limited to all fees and costs incurred as a result of the
        action against the Rigas Defendants.

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)


ADVERTISING DIRECTORY: Moody's Junks $170MM Senior Unsec. Debts
---------------------------------------------------------------
Moody's Investor's Service placed the B2 Senior Implied, Caa1
Senior Unsecured and Caa1 Issuer ratings of Advertising Directory
Solutions Holdings Inc., and the B1 First Priority Senior Secured
and B3 Second Priority Senior Secured ratings of Advertising
Directory Solutions Inc. ("ADS") under review for possible
upgrade.

The review is prompted by yesterday's announcement that Yellow
Pages Group ("YPG") (unrated) has entered into an agreement to
acquire ADSH for cash consideration of C$2.55 billion.  The
acquisition is subject to regulatory approval and is expected to
close on or about June 30, 2005.  The review will consider the
potential for the transaction to be completed, including the
obtainment of competition bureau approval.  The review will also
consider the potential for the debt of Advertising Directory and
ADS to be fully repaid, per commitments made by YPG.

The ratings affected by this action are:

  -- Advertising Directory Solutions Holdings Inc.

     * Senior Implied rating, B2

     * US $170 million Senior Unsecured, Caa1, due November 2012

     * Issuer rating, Caa1

  -- Advertising Directory Solutions Inc.

     * Revolver Authorization, B1, First lien Senior Secured, due
       November 2010 C$75 million

     * First lien Senior Secured, B1, due November 2011 US$769
       million

     * Second lien Senior Secured, B3, due May 2012 US$309 million

The ratings not affected by this action is:

  -- Advertising Directory Solutions Holdings Inc.

     * Speculative Grade Liquidity rating, SGL-2

Advertising Directory Solutions Inc., publishes both "white" and
"yellow" telephone directories and related web directories,
primarily in the Canadian provinces of Alberta and British
Columbia, under the trade name "Superpages".  The company is
headquartered in Burnaby, British Columbia, Canada.

Yellow Pages Group, represented by four legal entities, is a
Canadian telephone directories publisher and the official
publisher of Bell Canada's directories.


AMERICA WEST: Posts 4th Quarter $89M Net Loss after Restatement
---------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
America West Airlines, Inc., has revised its previously reported
preliminary financial results for the fourth quarter and the year
ended 2004.

The revision is the result of an accounting change associated with
the recognition of gains or losses on derivative instruments that
the Company uses as a means for reducing financial exposure to
fluctuating jet fuel prices.  As a result of this accounting
change, the Company's and airline's consolidated statements of
operations for the year ended Dec. 31, 2004, will reflect a net
loss of $89.0 million and $85.3 million, versus a net loss of
$89.9 million and $86.1 million, respectively, as reported in the
Company's earnings release and conference call on Jan. 21, 2005.

The Company will be restating the Company's and the airline's
previously reported balance sheet and statement of changes in
stockholders' equity and comprehensive income (loss) as of and for
Dec. 31, 2003, and for their previously reported 2003 and 2004
interim (quarterly) financial results.

The Company recently undertook a review of its fuel hedge
accounting as part of its preparation to complete its annual
report on Form 10-K for the year ended Dec. 31, 2004.  During this
review, the Company determined that, due to recent business and
regulatory developments, its formal hedge documentation did not
meet the requirements imposed by the Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133) to hedge its
fuel purchases as cash flow hedges.  SFAS No. 133 provides
guidance to companies when accounting for financial derivative
instruments.  In addition, management also concluded that the
accounting entries made at each quarter end in 2003 and 2004
needed to be corrected to properly reflect the fair value of open
derivative instruments in the balance sheets and statements of
stockholders' equity and comprehensive income of Holdings and AWA.
Accordingly, the Company will restate the Company's and the
airline's balance sheet and statement of changes in stockholders'
equity and comprehensive income (loss) as of and for the year
ended Dec. 31, 2003, as well as their interim financial results
during 2003 and 2004.  Those restatements will recognize, as part
of its net income or loss during these periods, the non-cash gains
and losses on these financial derivative instruments. The
restatements will not impact the Company's or the airline's cash
position at any date.

SFAS No. 133 requires that all derivative instruments be recorded
in the statement of financial position at fair value.  The
accounting for the gain and loss due to changes in the fair value
of the derivative instruments depends on whether the derivative
instrument qualifies as a hedge.  For cash flow hedges the
effective portion of gains and losses on derivative hedging
instruments is accumulated and deferred in other comprehensive
income until the hedged transaction is recognized in earnings. If
the derivative instrument does not qualify as a hedge, the gains
or losses are reported in earnings when they occur (mark-to-
market).

The following table reflects the impact of the accounting change
on the Company's and the airline's balance sheets, statements of
changes in stockholder's equity and comprehensive income (loss) as
of and for Dec. 31, 2003 and interim (quarterly) results of 2004
and 2003:

     Quarterly Financial Data:
                                             Holdings            Airline
                                        Net Income (Loss)   Net Income
(Loss)
                                           As       As         As       As
                                        Reported Restated   Reported
Restated
     2004
     First Quarter                        1,176   (1,563)     1,945
(794)
     Second Quarter                       5,694   10,661      6,558   11,525
     Third Quarter                      (47,067) (28,665)   (46,164)
(27,762)
     Fourth Quarter                     (49,712) (69,456)   (48,482)
(68,226)
     Full Year                          (89,909) (89,023)   (86,143)
(85,257)

     2003
     First Quarter                      (62,018) (63,421)   (61,019)
(62,422)
     Second Quarter                      79,684   78,872     80,672   79,860
     Third Quarter                       32,942   31,590     33,820   32,468
     Fourth Quarter                       6,812   10,379      7,813   11,380
     Full Year                           57,420   57,420     61,286   61,286

     2003 Balance Sheet

     Other Assets                       124,534  112,007    122,725  110,198
     Other Comprehensive Income (OCI)    12,527       --     12,527       --


America West Holdings Corporation -- http://www.americawest.com/
-- (AWAF)is an aviation and travel services company. Wholly owned
subsidiary America West Airlines is the nation's second largest
low-fare carrier, serving 95 destinations in the U.S., Canada,
Mexico and Costa Rica.

                         *     *     *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary 'B-' secured debt rating, and preliminary
'CCC' senior unsecured and subordinated debt ratings to securities
filed under America West Holdings Corp. and subsidiary America
West Airlines Inc.'s $500 million SEC Rule 415 shelf registration.
Existing ratings, including the 'B-' corporate credit rating on
both, are affirmed.  The outlook is stable.


AMERICAN TOWER: Postpones 2004 Conference Call to End of Month
--------------------------------------------------------------
American Tower Corporation (NYSE: AMT) will postpone its 2004
earnings release and conference call originally scheduled for
March 9, 2005, in order to allow additional time to complete the
year-end audit of the Company's financial statements.  The
postponement relates to the Company's previously announced
restatement of its historical financial statements to correct the
Company's accounting practices for ground leases and related
depreciation.

      Lease-Related Accounting Adjustments and Restatement

As discussed in the Company's current report on Form 8-K filed
with the Securities and Exchange Commission on February 28, 2005,
the Company will be restating its historical financial statements
for periods ending on or prior to September 30, 2004, to correct
the periods used to calculate depreciation expense and straight-
line rent expense relating to certain of its tower assets and
underlying ground leases.  The primary effect of this accounting
correction will be to accelerate to earlier periods non-cash rent
expense and depreciation and amortization expense with respect to
certain of the Company's tower sites, resulting in an increase in
non-cash expenses compared to what has previously been reported.
The restatement will not affect the Company's historical or future
cash flows provided by operating activities

The Company plans to complete and file its Form 10-K and release
fourth quarter and full year 2004 results no later than
March 31, 2005, pursuant to an available 15-day extension under
Rule 12b-25.  The Company will issue a press release announcing
the specific date and time of the rescheduled fourth quarter
earnings release and conference call upon completion of its year-
end audit.

American Tower -- http://www.americantower.com/-- is the leading
independent owner, operator and developer of broadcast and
wireless communications sites in North America.  Giving effect to
pending transactions, American Tower operates approximately 15,000
sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on Boston,
Massachusetts-based wireless tower operator American Tower
Corporation, including the 'B-' corporate credit rating, and
related subsidiaries on CreditWatch with positive implications.
At Sept. 30, 2004, the company had $3.2 billion of total debt
outstanding.


AMERICAN TOWER: Reports Updated 2005 Full Year Outlook
------------------------------------------------------
American Tower Corporation (NYSE: AMT) reported updated 2005 full
year outlook, including the estimated impact of an accounting
correction.

                     2005 Full Year Outlook

The Company's 2005 full year outlook for each of its operating
segments is provided on page 3 of this press release.  The 2005
outlook incorporates the estimated impact of increases in non-cash
rental and management expense and depreciation expense due to the
lease-related accounting adjustments and restatement.

                                                        2005
                                                   Outlook Ranges
(In Millions)                                      --------------

Rental and management revenue                       $728  to $744
Estimated revision for non-cash straight-line
ground rent expense                                   9  to   11

Rental and management segment operating profit       503  to  513
(Includes interest income, TV Azteca, net)

Services revenue                                      12  to   15
Services segment operating profit                      4  to    4

Total revenue                                        740  to  759
Total segment operating profit                       507  to  517

Corporate and development expense                     25  to   26

Adjusted EBITDA                                      482  to  491

Total interest expense                              (225) to (215)

Loss from continuing operations (1)                  (82) to  (66)

Basic and diluted net loss per common share
from continuing operations                        (0.36) to(0.29)

Payments for purchase of property and equipment
and construction activities                          55  to   65

Non-cash interest expense included in total
interest expense above:
     Accretion of 12.25% senior subordinated notes        to
      due 2008                                       $35      $35
     Amortization of deferred financing fees and          to
      warrant discount                                18       18
                                                   ------   ------
Total non-cash interest expense                      $53  to  $53

RECONCILIATION OF OUTLOOK TO GAAP MEASURES (2)

The reconciliation of loss from continuing
operations to                                          2005
Adjusted EBITDA is as follows:                     Outlook Ranges
                                                   ---------------

Loss from continuing operations                     $(82) to $(66)
Interest expense                                     225  to  215
Other, including interest income, loss
on retirement of long-term obligations,
loss on equity method investments and
other expense, depreciation, amortization
and accretion and income tax benefit                339  to  342
                                                   ------   ------
Adjusted EBITDA                                     $482  to $491
                                                   ======   ======

(1) The loss from continuing operations includes a $15 million
    loss from retirement of long-term obligations as a result of
    our debt repurchases through March 8, 2005.

(2) We have not reconciled our adjusted EBITDA outlook to net loss
    because we do not provide guidance for loss from discontinued
    operations, net, which is the reconciling item between loss
    from continuing operations and net loss.

American Tower -- http://www.americantower.com/-- is the leading
independent owner, operator and developer of broadcast and
wireless communications sites in North America.  Giving effect to
pending transactions, American Tower operates approximately 15,000
sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on Boston,
Massachusetts-based wireless tower operator American Tower
Corporation, including the 'B-' corporate credit rating, and
related subsidiaries on CreditWatch with positive implications.
At Sept. 30, 2004, the company had $3.2 billion of total debt
outstanding.


AMF BOWLING: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
bowling center operator and bowling product manufacturer AMF
Bowling Worldwide Inc., to negative from stable, reflecting weak
operating trends and an aggressive financial policy.

At the same time, Standard & Poor's affirmed all its ratings,
including its 'B' corporate credit rating, on the company.  AMF
Bowling had total debt outstanding of $241.5 million on Dec. 26,
2005.

"Because bowling center operations generate the bulk of the
company's revenues and profit, growth in the bowling products
division has been unable to mitigate the decline league and open
play, " said Standard & Poor's credit analyst Andy Liu.

League play has been down 5.3%, and open play down 1.2%, year-to-
date.  The ratings on AMF Bowling reflect these weakening bowling
industry fundamentals, which are only minimally offset by AMF
Bowling's strong position in the bowling center and equipment
industries.  AMF Bowling is the largest operator of bowling
centers in the U.S.

AMF Bowling has taken several steps to make its bowling centers
more appealing to recreational bowlers by:

   -- updating and standardizing its food menu,

   -- replacing most of its bowling center managers with people
      with retail management experience,

   -- increasing compensation to retain managers, and

   -- upgrading several high-potential bowling centers to a new
      format.

While these efforts could improve the company's performance longer
term, they increase the company's cost base and introduce a
significant near-term transition risk in replacing bowling center
managers.  Also, it remains to be seen whether the bowling
industry can reverse its long-term decline.  Therefore, Standard &
Poor's believes that AMF Bowling will need all the proceeds of its
recent international divestitures in order to face expected
challenges.

Standard & Poor's believes that AMF Bowling needs satisfactory
financial resources to withstand the secular decline of bowling
and to support its investments in bowling centers.  If operating
performance fails to respond to management's revised strategy,
possibly aggravated by accelerated erosion of consumer interest in
bowling, or if the company deviates from retaining asset sale
proceeds as a financial cushion, ratings could be lowered.


ANC RENTAL: Has Until August 15 to Object to Claims
---------------------------------------------------
As reported in Troubled Company Reporter on February 8, 2005,
approximately 11,500 claims have been filed against ANC Rental
Corporation and its debtor-affiliates.  The Debtors have filed
seven Omnibus Objections to Claims, seeking to expunge, reduce, or
reclassify over 4,200 proofs of claim, leaving approximately 7,300
claims still subject to the claims reconciliation or settlement
process.  The Debtors inform the U.S. Bankruptcy Court for the
District of Delaware that 3,600 of the 7,300 claims should be
allowed as filed or as adjusted.

In addition, more than 1,600 claims can be characterized as
personal injury or wrongful death claims.  Thomas G. Whalen, Jr.,
Esq., at Stevens & Lee, in Wilmington, Delaware, reports that the
Debtors are currently working with Cerberus Capital Management,
L.P. and Vanguard Car Rental USA, Inc., the purchasers of the
Debtors' assets, to settle or resolve the Personal Injury Claims
in the state courts.

Excluding the Personal Injury Claims and the Settled Claims, the
Debtors estimate that 1,200 substantive objections and 900 non-
substantive objections still need to be brought before the Court.

At the Debtors' request, Judge Walrath extends the deadline for
the Debtors to object to proofs of claim to August 15, 2005.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANC RENTAL: Terminates SEC Registration of Securities
-----------------------------------------------------
On February 7, 2005, ANC Rental Corporation filed with the U.S.
Securities and Exchange Commission a certification and notice of
termination of registration of its Common Stock.  John W.
Chapman, ANC Rental's President, discloses that pursuant to
Sections 13 and 15(d) of the Securities and Exchange Act of 1934,
the Company will cease to file reports pertaining to its Common
Stock.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Signature & ASII Want to Terminate 25 Contracts
-------------------------------------------------------------
Signature Flight Support Corporation and Aircraft Service
International, Inc., ask Judge Lorch to lift the automatic stay so
they may terminate 25 contracts for the provision of ground-
handling and into-plane fueling services to ATA Airlines, Inc.,
and its debtor-affiliates at various locations.

Thomas N. Eckerle, Esq., at Henderson, Daily, Withrow & DeVoe, in
Indianapolis, Indiana, relates that each of the Contracts
incorporates the Main Agreement of the Standard Ground Handling
Agreement of April 1998 as published by the International Air
Transport Association.  Under the Main Agreement, Signature and
ASII are entitled to terminate the Contracts upon 60 days' prior
written notice, without regard to "cause" or default.

The Debtors have not paid the prepetition invoices under the
Contracts:

                Due to              Total Invoice
                ------              -------------
                ASII                     $647,318
                Signature                 $40,443

Signature and ASII continue to extend credit to the Debtors on a
monthly basis in the approximate amount of $800,000.  As of
January 6, 2005, the total outstanding, postpetition amount due
under the Contracts was $779,188.

Mr. Eckerle asserts that because ASII and Signature retained the
right to terminate the Contracts upon 60-days' notice, the
Debtors have limited property interest and do not have any equity
in the Contracts.  In addition, the Contracts are not necessary
for an effective reorganization because of the availability of
other ground-handling service providers.

In the event the United States Bankruptcy Court for the Southern
District of Indiana denies their request, Signature and ASII seek
adequate protection, pursuant to Sections 361, 362 and 365 of the
Bankruptcy Code, in the form of:

   (a) immediate payment from the Debtors of all amounts owed for
       the services provided to the Debtors under the Contracts;
       and

   (b) cash from the Debtors in advance payment for any further
       services requested by the Debtors under the Contracts.

A list of the 25 contracts is available for free at:

    http://bankrupt.com/misc/ata_asii&signature_contracts.pdf

                          Debtors Object

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, points out that Section 365 of the Bankruptcy Code, not
Section 362, is the appropriate avenue for a non-debtor contract
party seeking relief related to a contract.  However, Signature
and ASII advance no convincing reason pursuant to Section 365 to
force an early determination to assume or reject the Contracts.

"In essence, the Contract Parties are seeking permission from the
Bankruptcy Court to allow an act specifically prohibited by the
Bankruptcy Code -- terminating a contract because of bankruptcy,"
Ms. Hall tells Judge Lorch.

Even if Section 362 were available to provide relief, ASII and
Signature have shown no grounds sufficient to lift the stay.  Ms.
Hall contends that the presence of at-will termination clauses in
the Contracts is not in and of itself cause for modifying the
automatic stay.  Furthermore, the Contracts are important and
potentially necessary for a successful reorganization because in
some locations, ASII and Signature are the sole providers of
ground-handling and into-plane fueling services.  Should the
Debtors' reorganization plan include those locations as part of
their business plan, the Contracts will be significantly
important.

The Debtors are also current with all postpetition invoice
payments, wiring payments every Friday for all amounts that are
30 days outstanding.  The Debtors are also prepaying ASII and
Signature for de-icing services.  Thus, ASII and Signature are not
entitled to adequate protection under Section 362 because:

   (a) the stay is not causing a decrease in the value of ASII
       and Signature's interest; and

   (b) ASII and Signature have already received the relief
       offered Section 361 of the Bankruptcy Code -- the periodic
       cash payments.

It would be unfair to cause the Debtors to focus and decide on the
Contracts this early in the game, Ms. Hall contends.  The Debtors
should be entitled to the breathing space afforded by the
Bankruptcy Code, and should not be forced to expend their
resources in determining whether to assume or reject the
Contracts over the many other contracts the Debtors must still
evaluate.

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: Mellins Want to Lift Stay to Pursue Lawsuit
---------------------------------------------------------
On November 29, 2003, Anna Mellin sustained injuries after falling
over a large metal object allegedly left by employees of ATA
Airlines inside the Chicago Midway International Airport.

On June 21, 2004, Mosses and Anna Mellin filed a lawsuit in the
Circuit Court of Cook County for personal injuries against ATA
Airlines and the City of Chicago.  Thereafter, ATA Airlines, with
the Mellins' consent, sought to dismiss the lawsuit pursuant to
the parties' agreement and submit the matter before the American
Arbitration Association.

The Mellins have previously requested information from ATA
Airlines' counsel as to whether or not ATA Airlines was insured at
the time of the accident pursuant to a Commercial General
Liability Policy.  ATA's counsel never responded.  However, the
City of Chicago has provided Evidence of Property Insurance, which
indicates that ATA Airlines did have liability insurance at the
time of the accident.

In this regard, the Mellins ask the United States Bankruptcy Court
for the Southern District of Indiana to:

   (1) require ATA Airlines to disclose what applicable liability
       insurance it has; and

   (2) lift the automatic stay only to the extent of ATA
       Airlines' liability coverage so that the Mellins may
       proceed with either the lawsuit or arbitration proceeding
       for personal injuries under the applicable policy of
       insurance, in the Circuit Court of Cook County.

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)


BALTIMORE MARINE: Taps Miles & Stockbridge as Special Counsel
-------------------------------------------------------------
Alan M. Grochal, the Liquidating Agent for Baltimore Marine
Industries, Inc.'s estate, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, to employ Miles & Stockbridge P.C. as his special
counsel.

The Liquidating Agent selected Miles & Stockbridge because of the
firm's considerable experience in litigating preference cases and
its familiarity with the Debtor's bankruptcy case.

Miles & Stockbridge will represent Alan Grochal in potential
preference litigation against AT&T, IBM, De Lage Landen Financial,
and Baltimore Gas & Electric.  The firm did not disclose its
hourly billing rates.

To the best of the Liquidating Agent's knowledge, Miles &
Stockbridge is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Baltimore Marine Industries, Inc.'s main line of business is ship
repair.  The Company filed for chapter 11 relief on June 11, 2003
(Bankr. Md. Case No. 03-80215).  Martin T. Fletcher, Esq., Cameron
J. Macdonald, Esq., and Dennis J. Shaffer, Esq., at Whiteford
Taylor & Preston L.L.P., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $10
million each.  The Court confirmed the Debtor's Joint Plan of
Liquidation on June 25, 2004, offering 36% recovery to General
Unsecured Creditors.


BOMBARDIER CAPITAL: Fitch Holds Junk Ratings on 9 Mortgage Issues
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Bombardier Capital
Mortgage Securitization Corp. -- BCMSC -- manufactured housing
-- MH -- issues:

   Series 1998-A

       -- Classes A-3 to A-5 affirmed at 'AAA';
       -- Class M affirmed at 'A';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1998-B

       -- Class A affirmed at 'A';
       -- Class M-1 affirmed at 'B';
       -- Class M-2 remains at 'C'.

   Series 1998-C

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

   Series 1999-B

       -- Classes A-1A & A-1B to A-6 affirmed at 'B-';
       -- Class M-1 remains at 'C'.

   Series 2000-A

       -- Classes A-1 to A-5 downgraded to 'CCC' from 'B-';
       -- Class M-1 remains at 'C'.

   Series 2001-A

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

The collateral in the aforementioned transactions consists of (1)
manufactured housing installment sales contracts secured by
security interests in the manufactured homes and (2) mortgage
loans secured by first liens on the real estate on which the
manufactured homes are permanently affixed.  As of the February
2005 distribution date, the transactions are seasoned from a range
of 49 to 85 months, and the pool factors (current contract
principal outstanding as a percentage of the initial pool) range
from approximately 38% to 55%.

The affirmations reflect credit enhancement and performance
consistent with expectations and affect approximately $732.1
million of outstanding certificates.  The negative rating actions,
which affect approximately $191.4 million of outstanding
certificates, are taken due to poor performance of the underlying
collateral as well as diminishing credit enhancement.

In the series 2000-A transaction, overcollateralization -- OC --
has been fully depleted, and the high level of losses incurred has
resulted in the full write-down of classes M-2, B-1 and B-2.
Currently, the senior classes (A-1 to A-5) benefits from 9.10%
credit enhancement, or $19,159,499, in the form of subordination.
The six-month average monthly loss for series 2000-A is
approximately $1,610,118, and the current pool factor is
approximately 51%.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/Fitch will continue to
closely monitor these transactions.


CAPITAL ONE: Fitch Places Debt Ratings on Watch Positive
--------------------------------------------------------
Fitch Ratings has placed the senior debt, preferred stock, and
individual ratings of Capital One Financial Corp. -- COF -- and
related subsidiaries on Rating Watch Positive.  The short-term
ratings of 'F2' are affirmed by Fitch. Hibernia Corp. -- HIB --
and related subsidiaries have been placed on Rating Watch Negative
by Fitch:

      -- Long-term 'A-';
      -- Short-term 'F1';
      -- Individual rating 'B'.

A detailed list of rating actions follows at the end of this
release.

The placement of COF on Rating Watch Positive follows the
company's announcement that it will acquire HIB, based in New
Orleans, Louisiana, for $5.3 billion in a combination of cash and
stock.  The acquisition still requires regulatory and HIB
shareholder approvals.  COF shareholder approval is not required.
COF's purchase of HIB reflects its stated desire to acquire a
retail bank franchise to gain retail deposit funding.  The
placement of HIB on Rating Watch Negative reflects the view that
the ratings will likely be equalized with COF upon closing of the
transaction.

The reason for the Positive Rating Watch reflects Fitch's view
that gaining core deposit funding should strengthen liquidity and
reduce overall cost of funds.  Furthermore, Fitch considers HIB's
focus on consumer lending complementary to COF's existing loan
book.  During the watch period, Fitch will focus on the following
issues:

      -- COF's ability to smoothly integrate HIB into the overall
         company.  This will involve a review of business, systems
         and asset integration plans, as well as incorporation of
         retail branch banking into COF's overall strategy;

      -- Management of nonconsumer lending portfolios, namely
         commercial and industrial -- C&I -- loans, as well as
         commercial real-estate -- CRE -- loans.  HIB has a
         combined C&I and CRE portfolio of $4.0 billion.  HIB also
         has a $3.2 billion small business portfolio;

      -- COF's ability to maintain and grow retail deposits and
         defend market position in Louisiana and Texas;

      -- Longer term capital management plans.  Following the
         closing, of the transaction, COF's capital levels will
         decline from current levels.

The transaction is expected to close in September 2005, and Fitch
would anticipate resolving the Rating Watch at that time.

Ratings placed on Rating Watch Positive by Fitch:

   Capital One Financial Corp.

         -- Senior debt 'BBB';
         -- Individual 'B/C'.

   Capital One Bank

         -- Long-term deposits 'BBB+';
         -- Senior debt 'BBB';
         -- Individual 'B/C'.

   Capital One FSB

         -- Long-term deposits 'BBB+';
         -- Individual 'B/C'.

   Capital One Capital I

         -- Trust preferred stock 'BBB-'.

Ratings placed on Rating Watch Negative by Fitch:

   Hibernia Corporation

         -- Long-term 'A-';
         -- Short-term 'F1';
         -- Individual 'B'.

   Hibernia National Bank

         -- Long-term Deposits 'A';
         -- Senior debt 'A-';
         -- Short-term deposits 'F1';
         -- Short-term 'F1';
         -- Individual 'B'.

   Coastal Capital Trust I

         -- Trust preferred stock 'BBB+'.

These ratings are affirmed by Fitch:

   Capital One Financial Corp.

         -- Short-term 'F2'.

   Capital One Bank

         -- Short-term Deposits 'F2';
         -- Short-term 'F2'.

   Capital One FSB

         -- Short-term deposits 'F2';
         -- Short-term 'F2'.


CARDIAC SERVICES: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cardiac Services, Inc.
        618 Grassmere Park Drive, Suite 17
        Nashville, Tennessee 37211

Bankruptcy Case No.: 05-02813

Type of Business: The Debtor provides surgical services.

Chapter 11 Petition Date: March 8, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Fax: 615-895-7294

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
J & J Health Care                           $26,065
P.O. Box 406663
Atlanta, GA 30384

HMP Communications                           $9,550
P.O. Box 827691
Philadelphia, PA 19182

Avid Medical, Inc.                           $9,049
P.O. Box 404739
Atlanta, GA 30384

Medtronic USA                                $6,062

Penske                                       $4,327

Witt Biomedical                              $2,373

Merit Medical Systems                        $1,914

Mallinekrodt, Inc.                           $1,710

Evans, Jones & Reynolds                        $806

Boston Scientific Corp.                        $421

MEDRAD                                         $329

Frontier Studios                               $300

XO Communications                              $226

Caligor Medical Co.                            $207

Crystal Springs Water                           $90

Terminx                                         $70


CATHOLIC CHURCH: Portland's Motion to Pay Counsel Draws Fire
------------------------------------------------------------
As previously reported, Fr. Donald Durand, Fr. Joseph Baccellieri,
Fr. Martin Thielen and Fr. John Brouillard are living priests who
have been named as co-defendants of the Archdiocese of Portland in
Oregon in 15 claims alleging sexual abuse of minors.  Fr. Michael
Johnston has been named as a co-defendant in a claim filed by Paul
E. DuFresne.

"These men lack the disposable income needed to cover the cost of
legal representation," Thomas W. Stilley, Esq., at Sussman Shank
LLP, in Portland, Oregon, tells U.S. Bankruptcy Court for the
District of Oregon.

Archdiocesan priests, Mr. Stilley explains, are not wealthy
people.  They earn what is essentially a subsistence income, with
provision for lodging, health care, and a moderate retirement.

For this reason, Portland seeks Judge Perris' permission to
compensate:

   * Gooney & Crew, LLP, as counsel to Fr. Durand, Fr.
     Baccellieri, Fr. Thielen, and Fr. Brouillard; and

   * Cable Huston Benedict Haagensen & Lloyd, LLP, as counsel
     to Fr. Johnston.

                            Objections

A. Committee of Tort Claimants

The Committee of Tort Claimants in the Archdiocese of Portland's
Chapter 11 case asserts that the Archdiocese's request is not in
the best interests of its estate.  Albert N. Kennedy, Esq., at
Tonkon Torp, LLP, in Portland, Oregon, notes that Portland's
argument hinges on a statement that a default in judgment against
a co-defendant may have a preclusive effect on the estate with
respect to the liability of the estate.  Portland cites no
authority for this assertion.  Mr. Kennedy contends that a default
judgment against a co-defendant will not have preclusive effect
against Portland because the issue was not actually litigated.

B. Paul E. DuFresne

Mr. DuFresne tells Judge Perris that Portland's assertion that
assets of the affiliated parishes, schools, or other entities are
held in charitable trust, and so are not available to satisfy tort
claims filed against the Archdiocese, only strengthens the
liability the Affiliated Entities themselves.  It implies that the
Affiliated Entities are separate legal entities with the means to
satisfy tort judgments.  This also means that liability for the
actions of a living priest may lie with the parish, school, or
other entity where the priest was working when the act, which
brought about the lawsuit took place.

Mr. DuFresne contends that Portland should not be paying for legal
council on behalf of other entities.  Until the question of the
ownership of the "Beneficial/equitable" assets is decided,
Mr. DuFresne asks the Court to suspend any payments on Portland's
part for the defense of living priests.

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


CATHOLIC CHURCH: Portland's Motion to Execute Covenants Draws Fire
------------------------------------------------------------------
As previously reported, the Archdiocese of Portland seeks Judge
Perris' authority to execute in favor of the City of Tigard,
restrictive covenants for future street improvements and
dedication deeds for road or street purposes on behalf of St.
Anthony Church, for the benefit of the St. Vincent de Paul food
storage building.

The Archdiocese of Portland in Oregon believes that executing the
documents for the benefit of St. Anthony Church would be within
the "ordinary course" of Archdiocesan affairs.  Due to the dispute
between Portland and certain creditors as to what constitutes
"property of the estate," Portland feels constrained to seek the
Bankruptcy Court's consent.

                        Committee Objects

On behalf of the Committee of Tort Claimants in the Archdiocese of
Portland's Chapter 11 case, Albert N. Kennedy, Esq., at Tonkon
Torp LLP, in Portland, Oregon, notes that the Archdiocese never
executed any document conveying any interest in real estate "for
the benefit of" or "on behalf of" a parish.  Mr. Kennedy asserts
that none of the City of Newberg, the City of Tigard or Jackson
County have requested or otherwise required Portland to execute
the documents "on behalf of" or "for the benefit of" any parish.
Each of the City of Newberg, the City of Tigard and Jackson
County will accept documents executed by and solely on behalf of
the Archdiocese.

Mr. Kennedy tells Judge Perris that Portland is attempting,
contrary to the interests of its creditors and its estate, to
create a cloud on real estate that it owns free and clear of any
interests of record.  Portland's attempt to convey interests in
real property "for the benefit of" or "on behalf of" a parish is
not in the ordinary course of the Archdiocese's affairs and is not
in the best interest of the Archdiocese, its estate or its
creditors.

The Tort Committee, therefore, asks the Court to deny Portland's
request.

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


CORRECTIONS CORP: S&P Raises Corp. Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on prison and correctional services company Corrections
Corporation of America (CCA) to 'BB-' from 'B+' due to its
improved financial profile.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB' from 'BB-' and its senior unsecured debt
rating to 'BB-' from 'B+'.  The senior unsecured debt rating is
now the same as the corporate credit rating, reflecting a
reduction in the percentage of unencumbered assets.

In addition, Standard & Poor's assigned its 'BB-' rating to CCA's
proposed $375 million senior unsecured notes due 2013.  Net
proceeds from the proposed debt offering, along with about $12
million in cash will be used to tender for the company's $250
million of senior notes due 2009, prepay a portion of the
company's term loan balance, and pay related fees and expenses.

The senior unsecured debt rating is based on preliminary
documentation and subject to review once final documentation has
been received.  The rating on the company's senior unsecured debt
due 2009 will be withdrawn upon completion of the proposed
transaction.

The outlook is stable.  The Nashville, Tennessee-based company had
approximately $1 billion of debt outstanding as of Dec. 31, 2004.

"The ratings on CCA reflect the company's narrow business focus,
political risk, and significant debt burden. Somewhat mitigating
these factors is the company's position in the highly regulated
U.S. private correctional facility management and construction
business, as well as favorable demographic trends," said Standard
& Poor's credit analyst Jean C. Stout.


CREDIT SUISSE: Fitch Upgrades 2 & Downgrades 8 Low-B Ratings
------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on the
following Credit Suisse First Boston -- CSFB -- Mortgage
Securities Corp. issues:

   CSFB mortgage-backed pass-through certificates, series 2002-5
   groups 1, 2, and 3

       -- Class IA, IIA, and PPA affirmed at 'AAA';
       -- Class CB1 upgraded to 'AAA' from 'AA';
       -- Class CB2 upgraded to 'AAA' from 'A';
       -- Class CB3 upgraded to 'A+' from 'BBB';
       -- Class CB4 upgraded to 'BBB+' from 'BB';
       -- Class CB5 upgraded to 'BB+' from 'B'.

   CSFB mortgage-backed pass-through certificates, series 2002-5
   group 4

       -- Class IVA affirmed at 'AAA';
       -- Class IVB1 affirmed at 'AA';
       -- Class IVB2 affirmed at 'A';
       -- Class IVB3 affirmed at 'A';
       -- Class IVB4 affirmed at 'BBB';
       -- Class IVB5 downgraded to 'B' from 'BB';
       -- Class IVB6 downgraded to 'CC' from 'B'.

   CSFB mortgage-backed pass-through certificates, series 2002-18
   group 2

       -- Class IIA affirmed at 'AAA';
       -- Class IIB1 affirmed at 'AA';
       -- Class IIB2 affirmed at 'A';
       -- Class IIB3 affirmed at 'BBB+';
       -- Class IIB4 affirmed at 'BBB';
       -- Class IIB5 downgraded to 'CCC' from 'BB';
       -- Class IIB6 downgraded to 'C' from 'B'.

   CSFB mortgage-backed pass-through certificates, series 2002-22
   groups 3 and 4

       -- Class IIIA and IVA affirmed at 'AAA';
       -- Class DB1 affirmed at 'AA';
       -- Class DB2 affirmed at 'A';
       -- Class DB3 affirmed at 'BBB';
       -- Class DB4 downgraded to 'B' from 'BB';
       -- Class DB5 downgraded to 'CC' from 'B'.

   CSFB mortgage-backed pass-through certificates, series 2002-24
   group 1

       -- Class IA affirmed at 'AAA';
       -- Class IB1 affirmed at 'AA';
       -- Class IB2 affirmed at 'A';
       -- Class IB3 affirmed at 'BBB';
       -- Class IB4 downgraded to 'B-' from 'BB-';
       -- Class IB5 downgraded to 'C' from 'B-'.

   CSFB mortgage-backed pass-through certificates, series 2002-24
   groups 2 and 3

       -- Class IIA and IIIA affirmed at 'AAA';
       -- Class CB1 affirmed at 'AAA';
       -- Class CB4 upgraded to 'A' from 'BB-';
       -- Class CB5 upgraded to 'BBB' from 'B'.

The upgrades, affecting approximately $37 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.

The affirmations, affecting approximately $335 million of
outstanding certificates, are due to credit enhancement and
collateral performance generally consistent with expectations.

The downgrades, affecting approximately $4.5 million of the
outstanding certificates, reflect the deterioration of credit
enhancement -- CE -- relative to consistent or rising monthly
losses.  The net monthly losses for the past three months for CSFB
2002-5 G4 averaged to approximately $60,000, an increase from
$43,000, which is the average loss for the past six months.  In
addition, there is an upward trend in delinquencies, with loans in
foreclosure and REO composing approximately 11.5% of the current
pool.
In the month of February 2005, CSFB 2002-18 G2 has suffered a net
loss of $76,751, increasing the cumulative loss to $251,420.  This
had a notable impact on the current pool, as the source of CE for
IIB6, class IIB7, has been completely exhausted.  CSFB 2002-22 G 3
and 4 have a six-month rolling average loss amount of $15,000,
with the remaining balance for DB6 being only $68,777.  Finally,
CSFB 2002-24 G1 classes IB4 and IB5 are warranted downgrades as
they currently have 0.63% and 0% CE, respectively, with the six-
month rolling average loss amount at $18,000.  Despite the
mortgage insurance -- MI -- coverage from Triad Guaranty Insurance
Corp. -- TGIC -- that CSFB 2002-18 G2, 2002-22 G4, and 2002-24 G1
have as support, the subordinate classes will not be able to
sustain the significantly high monthly losses at the current
ratings.  This is the same for classes IVB5 and IVB6 from CSFB
2002-5 G4, which has an MI coverage policy by Republic Mortgage
Insurance Co.

The above deals have pool factors (i.e. current mortgage loans
outstanding as a percentage of the initial pool) ranging from 10%
to 27%.  The collateral consists of conventional, 15- to 30-year
fixed-rate, mortgage loans secured by first liens on one- to four-
family residential properties.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/Fitch will continue to
monitor these deals.


DOANE PET: Incurs $45.6 Million Net Loss in Year 2004
-----------------------------------------------------
Doane Pet Care Company reported preliminary unaudited results for
its fourth quarter and fiscal 2004, and estimated restated results
for the comparable 2003 periods.

                       Quarterly Results

For the fourth quarter of fiscal 2004, the Company's net sales
were $271.0 million compared to $275.7 million for the fourth
quarter of fiscal 2003, a decrease of 1.7%.  The decrease is
primarily due to an extra week in the 2003 fourth quarter compared
to the 2004 fourth quarter and lower domestic sales volumes, which
was moderated by the favorable impact of the 2004 price increases
and foreign currency exchange fluctuations.  Excluding both the
positive impact of the foreign currency exchange rate and the
extra week, net sales increased 1.4%.

The Company reported a net loss of $4.8 million for its 2004
fourth quarter compared to an expected restated net loss of
$32.3 million for the 2003 fourth quarter.  Income from operations
improved to $18.2 million in 2004 from $1.6 million in 2003.  The
substantial improvement in income from operations was primarily
due to the 2004 pricing strategy and, to a lesser degree, due to
manufacturing efficiencies and cost savings realized in the
Company's European operations.  These benefits were partially
offset by lower domestic sales volumes, higher raw material costs
in Europe and higher U.S. natural gas costs.  In addition, other
operating expenses included a $0.2 million European restructuring
expense in the fourth quarter of 2004 compared to $7.7 million in
the fourth quarter of 2003.

The net results for the current quarter also included a
$3.2 million increase in interest expense primarily due to the
reclassification of the accrued and unpaid preferred stock
dividends to interest expense as required by the recently issued
Statement of Financial Accounting Standards No. 150, or SFAS 150,
and a $4.1 million charge related to the Company's 2004 fourth
quarter senior credit facility refinancing.  The Company's income
tax expense was $1.2 million in the current quarter compared to
$19.3 million in the prior year quarter, principally due to the
uncertainty concerning the Company's ability to realize net
operating loss carry forwards.

Net cash provided by operating activities was $28.0 million for
the 2004 fourth quarter compared to $22.0 million for the 2003
fourth quarter.  The improvement was due to higher earnings,
partially offset by the one-time benefit realized in 2003 from
favorable changes in working capital resulting from improved
customer credit terms.

Adjusted EBITDA increased 63% in the current quarter, up
$10.0 million from $15.8 million in the fourth quarter of 2003 to
$25.8 million in the current quarter.

Doug Cahill, the Company's President and CEO, said, "We're very
pleased with the quarterly performance of our global operations.
Our U.S. team continued to focus on containing costs, improving
our manufacturing efficiencies and providing world class service
to our customers.  Moreover, our European team did an excellent
job offsetting significantly higher commodity costs, reflecting
both ongoing cost containment efforts, as well as cost savings
realized as a result of their 2004 plant consolidation project."

                       Full Year Results

For fiscal 2004, the Company's net sales increased 3.7% to
$1,051.2 million from $1,013.9 million for fiscal 2003.  The
positive impact of the 2004 domestic price increases, sales volume
growth at the Company's European operations and the positive
impact of foreign currency exchange rate fluctuations was
partially offset by lower domestic sales volume and the extra week
reported in 2003.  Excluding both the impact of the foreign
currency exchange rate and the extra week, net sales increased
2.6%.

The Company reported a net loss of $45.6 million for fiscal 2004
compared to the expected restated net loss of $45.3 million for
fiscal 2003.  Income from operations declined to $35.1 million in
fiscal 2004 from $40.4 million in fiscal 2003.  The required
mark-to-market fair value accounting of the Company's commodity
derivative instruments resulted in a $7.3 million
period-over-period unfavorable impact on the Company's results.
The remaining $2.0 million favorable change in income from
operations was due primarily to the effects of the domestic
pricing strategy, the positive impact of foreign currency exchange
rates and manufacturing efficiencies, which were partially offset
by higher raw material costs, lower domestic sales volumes and, to
a lesser degree, higher natural gas costs and depreciation.

The change in the Company's net loss was also attributed to:

   (1) an increase in interest expense of $15.4 million primarily
       due to the reclassification of unpaid preferred stock
       dividends to interest expense in 2004 under SFAS 150; and

   (2) the decrease in income tax expense to $5.1 million in 2004
       from $25.0 million in 2003.

Net cash provided by operating activities was $21.3 million for
fiscal 2004 compared to $55.7 million for fiscal 2003.  The change
was primarily due to an unusually favorable change in working
capital in the 2003 fiscal year as a result of reaching more
favorable payment terms with certain customers in that period.

Adjusted EBITDA was $85.9 million in fiscal 2004 compared to
$80.8 million in fiscal 2003.  The Adjusted EBITDA comparability
is favorable despite the year-over-year operating income
shortfall, primarily because Adjusted EBITDA excludes both the
unfavorable change in the SFAS 133 mark-to-market fair value
accounting and depreciation expense.

            Restatement of 2003 Financial Statements

The Audit Committee of the Board of Directors has determined that,
following a review of the Company's accounting practices for
realized foreign currency transaction losses and the computation
of interest expense, and in consultation with management and its
independent registered public accounting firm, the Company will
restate its previously issued 2003 financial statements.  The
restatement is expected to improve 2003 earnings, the result of
which is an estimated $9.1 million reduction in the Company's net
loss, or a decrease from $54.4 million to $45.3 million.  The
restatement is not expected to have any impact on previously
reported net sales, operating income, operating cash flow, cash,
assets or Adjusted EBITDA.  Additionally, the restatement does not
affect the Company's compliance with any covenants under its
senior credit facility or other debt instruments.

The Company incurred Euro-denominated debt in fiscal 2000 in
connection with its acquisition of Arovit.  As portions of the
Euro debt were paid off, the Company recorded the foreign currency
translation losses as realized transaction losses in the income
statement.  During the 2004 year end review, the Audit Committee
of the Board of Directors, in consultation with management and the
Company's independent registered public accounting firm,
determined that such practice was not in accordance with the
FASB's Statement of Financial Accounting Standards No. 52, Foreign
Currency Translation, or SFAS 52.  In accordance with SFAS 52,
losses on the translation of the Company's Euro debt, which was
designated as an economic hedge against its European net assets,
should have been deferred as a component of accumulated other
comprehensive income permanently or until its European assets are
sold.  As such, the restatement will reverse the $7.7 million
transaction losses previously recognized in the income statement,
thereby reinstating the loss as a reduction to accumulated other
comprehensive income.

In the year end closing process the Company also discovered an
error in its interest expense calculation.  This restatement will
also favorably impact the Company's previously reported 2003
results by reducing interest expense by an estimated $1.4 million,
or 2.4%, from $58.9 million to $57.5 million.

During the next few weeks, the Company and its independent
auditors will complete their review of the preliminary unaudited
2004 and 2003 financial statements.  Accordingly, the 2003
financial statements and the related independent registered public
accounting firm's report related to the fiscal 2003 period
contained in the Company's prior filings with the Securities and
Exchange Commission should no longer be relied upon.  After the
process is complete, the Company will restate its 2003 financial
statements in its Annual Report on Form 10-K for the year ended
January 1, 2005, which the Company expects to file with the
Securities and Exchange Commission before the end of March.

                            Outlook

Cahill said, "We are pleased with our 2004 performance and
optimistic about our prospects for 2005.  The runaway raw material
costs over the past two years presented a huge challenge as well
as an opportunity to change our business model going forward.
Although we can't provide absolute assurance, our new pricing
strategy combined with our risk management is geared towards
mitigating the impact of future runaways.  Our strategy for corn
and soybean meal remains a collaborative approach with our
customers and where financially prudent we will execute options to
protect against a runaway.  In addition, in February 2005, we took
the risk of future fluctuations in the Euro and natural gas off
the table by pricing a Euro floor at 1.25 and buying gas futures
at current market levels for the rest of the year.  We will
continue our excellent performance in the areas of quality,
service, cost and safety.  Working with our customers on product
and packaging innovations will be our biggest area of focus during
2005.  We have the best pipeline of new products and ideas we've
ever had for our customers this coming year."

Based in Brentwood, Tennessee, Doane Pet Care Company --
http://www.doanepetcare.com/-- is the largest manufacturer of
private label pet food and the second largest manufacturer of dry
pet food overall in the United States.  The Company sells to
approximately 600 customers around the world and serves many of
the top pet food retailers in the United States, Europe and Japan.
The Company offers its customers a full range of pet food products
for both dogs and cats, including dry, semi- moist, wet, treats
and dog biscuits.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on pet food manufacturer Doane Pet Care Co. to 'B' from
'B-', as well as its senior unsecured debt and subordinated debt
ratings to 'CCC+' from 'CCC'.

At the same time, Standard & Poor's affirmed the 'B+' bank loan
rating and recovery rating of '1' on Doane's new $230 million
senior secured credit facility.  The ratings were removed from
CreditWatch, where they were placed October 11, 2004.  The outlook
is stable. Total debt outstanding is about $567 million.

As reported in the Troubled Company Reporter on Oct. 18, 2004,
Moody's Investors Service assigned a B2 rating to the prospective
senior secured credit facilities of Doane Pet Care Company and
downgraded Doane's existing ratings.  The prospective credit
facilities will refinance Doane's existing credit facilities.

Moody's ratings actions were:

   -- Doane Pet Care Company:

      * Existing $50 million senior secured revolver -- to B2 from
        B1,

      * Existing $165 million senior secured term loans -- to B2
        from B1,

      * Prospective $35 million senior secured revolver -- B2
        assigned,

      * Prospective $195 million term loan -- B2 assigned,

      * $212 million 10.75% senior unsecured notes, due 2010 -- to
        B3 from B2,

      * $150 million 9.75% senior subordinated notes, due 2007 --
        to Caa2 from Caa1

   -- Doane Products Company:

      * $98 million redeemable preferred securities -- to Ca from
        Caa2.

      * Senior Implied Rating -- to B3 from B2,

      * Unsecured Issuer Rating -- to Caa1 from B3,

      * Ratings Outlook -- Negative.

As of Dec. 31, 2004, Doane Pet's stockholders' equity narrowed to
$7.2 million compared to a $32.6 million equity at Dec. 31, 2003.


DRESSER INC: Reviewing $10 Mil. Adjustments in 2003 4th Qtr.
------------------------------------------------------------
Dresser, Inc., is further reviewing $10.0 million in previously
reported adjustments in the fourth quarter of 2003, in connection
with the planned initial public offering of its common stock.  The
purpose of the review is to determine the effect, if any, of those
adjustments on prior quarters in 2003 and in previous fiscal
years.

The Company reported in its 2003 Annual Report on Form 10-K
significant adjustments in the fourth quarter of 2003, resulting
in a $10.0 million decrease to pre-tax income and a $2.4 million
decrease to income tax expense.  The adjustments were comprised
primarily of non-cash asset write-offs, the majority of which were
for excess and obsolete inventory and the initial recognition of
certain foreign pension liabilities from prior years.  The Company
concluded at the time that the quarters to which the adjustments
applied were indeterminate or, where the effect of the adjustments
on prior quarters was determinable, were not significant to the
Company as a whole or within any segment in any particular
quarter.  After the Company conducts further review, it will
assess whether a restatement is required for previously filed
financial statements.

The Company's priority is to complete the review as quickly as
possible.  However, until the review is completed, the Company
will not be able to finalize the financial statements and related
information necessary for the filing of its 2004 Annual Report on
Form 10-K with the Securities and Exchange Commission and this
will likely affect the Company's ability to file its 2004 Annual
Report on Form 10-K by March 31, 2005.  Completion of the review
will also likely affect the Company's ability to timely provide
2004 audited financial statements to its lenders under the
Company's senior secured credit facility and senior unsecured term
loan and to the holders of its 9-3/8% Senior Subordinated Notes.

The Company intends to seek a waiver and extension from the
lenders under its senior secured credit facility and the lenders
under its senior unsecured term loan of its financial statements
delivery requirement.  The Company is separately asking the
lenders under its senior secured credit facility to amend certain
of its financial covenants in the senior secured credit facility.
These requested covenant changes are unrelated to the Company's
potential filing delay.  The Company anticipates it will be
successful in obtaining the necessary waivers and consents from
its senior lenders.

         Earnings Release Date and Conference Call Set

The Company also plans to release unaudited financial results for
the year ended December 31, 2004, on March 30, 2005.

The Company will hold a conference call Thursday, March 31, 2005
at 11 a.m. Eastern Time, 10 a.m. Central Time.  Following the
brief presentation, participants will have the opportunity to ask
questions.  To participate in the call, dial 1-800-218-0713
(international dial 1-303-262-2130), ten minutes before the
conference call begins and ask for the Dresser conference.

There will also be a real-time audio webcast of the conference
call by CCBN.  To listen to the live call, select the webcast icon
from http://www.dresser.com/irat least 15 minutes before the
start of the call to register, download, and install any necessary
audio software.  Individuals accessing the audio webcast will be
"listen only" and will not have the capability to take part in the
Q&A session.

A digital replay will be available one hour after the conclusion
of the call.  Interested individuals can access the webcast replay
at http://www.dresser.com/ir,by clicking on the webcast link.
The webcast replay will be available for 30 days after the call.
Phone replay will be available through April 7, 2005 and may be
accessed by dialing 1-800-405-2236 (international dial
1-303-590-3000), then enter passcode 11026224#.

Headquartered in Dallas, Dresser, Inc. -- http://www.dresser.com/
-- is a worldwide leader in the design, manufacture and marketing
of highly engineered equipment and services sold primarily to
customers in the flow control, measurement systems, and
compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 8,500
employees and a sales presence in over 100 countries worldwide.

At Sept. 30, 2004, Dresser, Inc.'s balance sheet showed a
$308.5 million stockholders' deficit, compared to a $312.6 million
deficit at Dec. 31, 2003.


DVI INC: Will Amicably Settle with West Florida Medical Center
--------------------------------------------------------------
The Liquidating Trustee of DVI, Inc., and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to enter into a settlement agreement with
West Florida Medical Center Clinic, P.A.

In 2000, DVI extended three loans to West Florida totaling $10
million.  Accordingly, West Florida made payments to DVI to
satisfy the balance on the loans.  After some time, West Florida
discovered that DVI didn't credit the payments to its accounts.
In Dec. 2003, West Florida commenced an adversary proceeding
against the Debtors asking the Court to permit West Florida to
recoup, setoff or otherwise receive full credit for its payment of
$813,361 on its outstanding loans.

Under the settlement, West Florida gets full credit for the
payments made to DVI.  In turn, it will drop all charges against
the Debtors.

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provides lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Lead Case
No.: 03-12656) on Aug. 25, 2003, before the Honorable Mary F.
Walrath.  Bradford J. Sandler, Esq., at Adelman Lavine Gold and
Levin PC, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,866,116,300 in total assets and $1,618,751,400 in total
debts.  On Nov. 24, 2004, Judge Walrath confirmed the Amended
Joint Plan of Liquidation filed by DVI, Inc., and its debtor-
affiliates.


FEDERAL-MOGUL: Asks Court to Okay North Star Settlement Agreement
-----------------------------------------------------------------
Before October 1, 2001, North Star Reinsurance Corporation
issued a single insurance policy -- Policy No. NSX-8963 -- which
covered Studebaker-Worthington, Inc., and its subsidiaries for
the period from January 1, 1971, to January 1, 1973.  The NSX-
8963 Policy provided a $2,000,000 annual limit under a two-year
term.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., relates that Studebaker-Worthington was the
former corporate parent of certain predecessor entities to
Federal-Mogul Products, Inc., formerly known as Wagner Electric
Corporation.

Moreover, FM Products, Cooper Industries, Inc., North Star and
DII Industries, LLC, formerly known as Dresser Industries, Inc.,
are parties to a Coverage-In-Place Agreement.  The CIP Agreement
governed the application of the NSX-8963 Policy to asbestos-
related bodily injury claims against, inter alia, FM Products,
DII Industries, and Cooper Industries.

                        Coverage Litigation

FM Products, DII Industries, North Star, and numerous other
insurers are parties to litigation captioned DII Industries LLC
v. Federal-Mogul Products, Inc., et al., which is pending before
the U.S. Bankruptcy Court for the District of Delaware.

Mr. O'Neill states that through the Coverage Litigation, DII
Industries and FM Products seek, among other things, a
declaration of their rights with respect to a number of allegedly
shared insurance policies including the NSX-8963 Policy.  The
parties allege that they each have rights to access the NSX-8963
Policy for certain asbestos-related bodily injury claims.

                 North Star Settlement Agreement

As previously reported, the Debtors, DII Industries, Cooper
Industries and the numerous Participating Carriers pursued a
negotiated partitioning of certain general liability insurance
policies.

The terms of the Partitioning Agreement include:

    -- The payment of remaining unexhausted limits of liability of
       the NSX-8963 Policy;

    -- DII Industries will receive 50% of the proceeds from the
       Settlement; and

    -- FM Products and Cooper will equally split the remaining 50%
       of the proceeds, in a manner agreed by both parties.

Now, FM Products, DII Industries, Cooper Industries and North
Star entered into another settlement agreement, which effectuates
a full and final settlement of all disputes among the parties
relating to:

    (1) competing claims by DII Industries, Cooper Industries and
        FM Products to coverage under the NSX-8963 Policy; and

    (2) the Coverage Litigation.

The North Star Settlement Agreement does not affect other aspects
of the Coverage Litigation involving insurers other than North
Star.

A full-text copy of the North Star Settlement Agreement is
available at no charge at:

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

The material terms of the North Star Settlement Agreement are:

A. Settlement Payment

    North Star will pay $516,106 to FM Products in addition to
    other payments that will be made by North Star to certain
    other entities.

B. Mutual Releases by Parties

    The parties will exchange mutual releases from claims,
    liabilities or causes of action arising under the "products
    limits of liability" of the NSX-8963 Policy and the Coverage
    Litigation.

C. Subrogation, Contribution and Reimbursement Rights Against
    Other Insurers

    Other than any claims against North Star's reinsurers, the
    North Star Affiliates agree that they will not pursue
    subrogation, equitable or legal indemnity, contribution or
    reimbursement of the North Star Settlement Amount from any
    third-party.

    Additionally, North Star agrees that it will not pursue any
    claims against the "Trust" provided under the Debtors' Third
    Amended Joint Plan of Reorganization.

D. Indemnification to North Star Affiliates

    FM Products, DII Industries, and Cooper Industries will
    indemnify and hold the North Star Affiliates harmless from any
    claim by any other person or entity who:

    (a) asserts that it is an insured under the terms and
        conditions of the NSX-8963 Policy; and

    (b) further alleges that North Star has wrongfully paid
        indemnity or defense costs pursuant to the terms and
        conditions of the CIP Agreement or the North Star
        Settlement Agreement.

    The Indemnifications by each party, separately, are up to but
    not exceeding:

    -- $516,105 by FM Products;
    -- $1,032,211 by DII Industries; and
    -- $516,105 by Cooper Industries.

Mr. O'Neill relates that the North Star Settlement Agreement is
the product of extended and intensive arm's-length negotiations
among the parties, together with representatives of the Official
Committee of Asbestos Claimants, which took place over a one-year
period.

The North Star Settlement Agreement will avoid the expense and
uncertainty associated with continuing the Coverage Litigation
with respect to North Star.  Additionally, the North Star
Settlement Agreement will provide for a significant cash payment
to FM Products that will "directly" and "immediately" benefit FM
Products' estate.

Accordingly, the Debtors ask the Court to approve the North Star
Settlement Agreement and permit the parties to resolve their
disputes under the terms of the Agreement.

                          *     *     *

The United States Bankruptcy Court for the Western District of
Pennsylvania, which oversees DII Industries' Chapter 11 cases,
approved the North Star Settlement Agreement on December 17,
2004.

The Delaware Bankruptcy Court will convene a hearing on March 16,
2005, to consider the Debtors' request if a timely objection is
filed.

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

At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
$1.925 billion stockholders' deficit.  (Federal-Mogul Bankruptcy
News, Issue No. 74; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FLEMING COS: Trust Arranges Core-Mark's Initial Stock Distribution
------------------------------------------------------------------
The Post-Confirmation Trust of the Fleming Companies, Inc., and
its subsidiaries created pursuant to the confirmed Joint Plan of
Reorganization has arranged for an initial distribution of shares
of the common stock of Core-Mark Holding Company, Inc., in
accordance with the terms of the Plan and the order of the U.S.
Bankruptcy Court for the District of Delaware dated Jan. 18, 2005.

The initial distribution will be made through Core-Mark's transfer
agent to the holders of claims allowed as of the date of the
Distribution Order.  Approximately 52% of the 9.8 million shares
of common stock reserved for issuance to the holders of allowed
Class 6(A) and Class 6(B) general unsecured claims against Fleming
will be distributed in this initial distribution.  The remaining
approximately 4.7 million shares of Core-Mark common stock are
held in reserve to be distributed to Fleming's general unsecured
creditors in accordance with the terms of the Plan, as claims are
allowed and the ultimate size of the claims pool is determined.
The PCT continues to diligently resolve disputed general unsecured
claims, and future stock distributions will be made as these are
resolved and allowed in accordance with the Plan.  The initial
distribution is expected to be made on or about March 14, 2005.

As described in documents filed in the Bankruptcy Court in
December 2004, the general unsecured claims allowed at that time
totaled $1.70 billion.  While the aggregate amount of the general
unsecured claims that will be ultimately allowed is unknown at
this time, the PCT wants to make this initial distribution of the
stock based on a conservative estimate of the total unsecured
claims pool of about $3.29 billion.  As is set forth in the Court
pleadings, this number is conservative and has considerable
cushion built into it.  The PCT currently believes the allowed
aggregate amount of general unsecured claims entitled to stock
distribution will be significantly lower, but due to the fact that
the claims review and reconciliation process is not yet complete,
this amount cannot be accurately predicted at this time.

Also, the PCT has requested that Core-Mark distribute Class 6(B)
Warrants (as defined in the Plan) to purchase an aggregate of
990,616 shares of Core-Mark common stock to the holders of allowed
Class 6(B) claims, as provided for in the Plan.  The distribution
of Class 6(B) Warrants is expected to be made on or about
March 14, 2005.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities.


FRONTLINE CAPITAL: Can Expand Tax Services of Ernst & Young
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Frontline Capital Group permission to expand the limited
retention of Ernst & Young LLP, as its tax advisors.

Ernst & Young has worked for the Debtor since Sept. 17, 2002,
providing auditing and accounting services.

As part of its expanded service, Ernst & Young will:

   a) determine whether and when during the period of July 15,
      2005, through Dec. 31, 2004, the Debtor had an ownership
      change as defined in Section 382(g) of the Internal Revenue
      Code and the related regulations to ownership changes;

   b) assist the Debtor in determining the quality of the net
      operating losses reported for regular federal and
      alternative minimum tax purposes; and

   c) assist the Debtor in analyzing the tax attribute reduction
      as a result of the Debtor's bankruptcy proceedings.

James Burnham, Chief Financial Officer of Ernst & Young, discloses
that the Firm's advisory fee for the duration of the Debtor's
continued engagement of the Firm is estimated to be between
$175,000 and $250,000.

Mr. Burnham reports Ernst & Young's professionals bill:

    Designation                     Hourly Rate
    -----------                     -----------
    Partners and Principals         $600 - $700
    Senior Managers                 $560 - $600
    Managers                        $480 - $550
    Seniors                         $400 - $475
    Staff                           $165 - $350

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

Headquartered in New York City, FrontLine Capital Group is a
holding company that manages its interests in a group of companies
that provide a range of office related services.  The Company
filed for chapter 11 protection on June 12, 2002 (Bankr. S.D.N.Y.
Case No. 02-12909).  Mickee M. Hennessy, Esq., at Westerman Ball
Ederer & Miller LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $264,374,000 in assets and $781,374,000 in
debts.


GLOBAL CROSSING: Citigroup Settles Class Action Suit For $75M
-------------------------------------------------------------
Citigroup has settled a class action litigation brought on behalf
of purchasers of Global Crossing securities which was pending in
the United States District Court for the Southern District of New
York as In re Global Crossing Ltd. Securities Litigation, No. 02
Civ. 910 (GEL).

Under the terms of the settlement, Citigroup will make a payment
of $75 million pre-tax, approximately $46 million after tax, to
the settlement class, which consists of all investors in publicly
traded securities of Global Crossing or Asia Global Crossing
during the period from February 1, 1999, through and including
December 8, 2003.

The plaintiffs currently contemplate allocating two-thirds of the
settlement amount to investors in underwritten public offerings of
Global Crossing securities and one third to other investors in
Global Crossing securities; the terms of the settlement and the
final plan of allocation will be subject to review by the Court.
Plaintiffs' attorneys' fees will be determined by the Court and
paid out of the settlement amount.

In the settlement agreement, Citigroup specifically denied any
violation of law and stated that it was entering into the
settlement "solely to eliminate the uncertainties, burden and
expense of further protracted litigation."  The settlement payment
is covered by existing reserves and is part of Citigroup's effort
to resolve open litigation issues promptly and fairly whenever
possible.

Citigroup, the leading global financial services company, has some
200 million customer accounts and does business in more than 100
countries, providing consumers, corporations, governments and
institutions with a broad range of financial products and
services, including consumer banking and credit, corporate and
investment banking, insurance, securities brokerage, and asset
management.  Major brand names under Citigroup's trademark red
umbrella include Citibank, CitiFinancial, Primerica, Smith Barney,
Banamex, and Travelers Life and Annuity.  Additional information
may be found at http://www.citigroup.com/

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.  (Global Crossing Bankruptcy News,
Issue No. 74; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOODYEAR DUNLOP: S&P Puts B+ Rating on EUR505 Million Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
'2' recovery rating to Goodyear Dunlop Tires Europe B.V.'s EUR505
million senior secured credit facility.

The facility is guaranteed by parent Goodyear Tire & Rubber
Company.  The ratings indicate the likelihood that lenders will
realize substantial (80%-100%) recovery of principal in the event
of payment default.  At the same time, the 'B+' corporate credit
rating on the parent was affirmed.

Akron, Ohio-based Goodyear has total debt of about $6.8 billion,
and $6.0 billion of underfunded employee benefit liabilities. The
ratings outlook is stable.

The new five-year credit facility replaces Goodyear's existing
$650 million European revolving credit facility and term loan,
which were due to expire in April 2005.  Security for the new
facilities will include a substantial portion of the tangible and
intangible assets of Goodyear Dunlop Tires Europe B.V., a joint
venture with Sumitomo Rubber Industries Ltd., through which most
of Goodyear's European operations are conducted.

Goodyear owns 75% of the joint venture, and Sumitomo owns 25%.
Goodyear and its U.S. subsidiaries will provide unsecured
guarantees.  The refinancing will modestly enhance Goodyear's
financial flexibility by extending debt maturities.

"Goodyear is expected to continue to improve its operating
results," said Standard & Poor's credit analyst Martin King.
"Upside rating potential is limited, however, by an onerous debt
burden, large near-term cash obligations, and weak, albeit
improving, earnings.  Downside risk is limited by improving
market fundamentals, expectations of further progress in North
American operations, and Goodyear's fair liquidity."

Goodyear is one of the three largest global tire manufacturers,
with good geographic diversity, strong distribution, and a well-
recognized brand name.


HELLER FINANCIAL: Fitch Affirms Low-B Ratings on 4 Mortgage Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 2000-PH1:

     -- $47.8 million class C to 'AA-' from 'A+';

These classes are affirmed by Fitch:

     -- $65.3 million class A-1 'AAA';
     -- $532.3 million class A-2 'AAA';
     -- Interest only class X 'AAA';
     -- $43.1 million class B 'AAA';
     -- $12 million class D 'A';
     -- $35.9 million class E 'BBB';
     -- $14.4 million class F 'BBB-';
     -- $26.3 million class G 'BB+';
     -- $7.2 million class K 'B+';
     -- $9.6 million class L 'B';
     -- $9.6 million class M 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million class
J, or $13.7 million class N certificates.

The upgrade reflects both the increased credit enhancement levels
from loan payoffs and amortization.  As of the February 2005
distribution date, the pool's certificate balance has paid down
11.6% to $845.7 million from $957 million at issuance.

Four loans (3.5%) are currently being specially serviced,
including a 30 days delinquent (0.11%), a 60 days delinquent
(1.2%) and a real estate owned -- REO -- (0.74%).  The 60 days
delinquent loan (1.1%) is secured by an industrial/warehouse
property in Cicero, Illinois.  The borrower is trying to pay off
the loan and the servicer is evaluating options.  The REO property
is secured by a multifamily property in Spartanburg, South
Carolina.  The special servicer is working on stabilizing the
property before marketing it for sale.  Losses are expected.

The second largest loan in the pool (3.6%) is a Fitch loan of
concern.  The loan is currently on the master servicer's watchlist
and is 60 delinquent.  The loan is secured by an office property
in New York, New York.  Two of the tenants at the property are in
bankruptcy. Some of the ground level retail space has been
recently leased.

Realized losses total $5.5 million to date, or 0.57% of the
original principal balance.


INSIGHT COMMS: Founders & Carlyle Group Want to Buy Public Shares
-----------------------------------------------------------------
Insight Communications Company, Inc.'s (NASDAQ: ICCI) co-founders
Sidney R. Knafel and Michael S. Willner and The Carlyle Group are
proposing to acquire the outstanding publicly held shares of
Insight for $10.70 per share in cash.

The acquiring entity, which will be called New Insight LLC, is
offering a price representing an 11% premium over the closing
price of Insight's stock on Friday, March 4, 2005, of $9.68 per
share and a 17% premium over the six-month average closing price.

The proposal values the total equity of Insight at approximately
$650 million and implies an enterprise value of approximately
$2.1 billion (based on Insight's attributable share of
indebtedness).  The transaction will not result in a change of
control.  The company's existing debt will remain outstanding.

Mr. Knafel, Chairman of Insight, stated, "This proposal represents
an opportunity for Insight's public shareholders to realize
liquidity at a price higher than the shares have traded over the
past 12 months."

Mr. Willner, President and Chief Executive Officer of Insight,
added, "In today's increasingly competitive environment, the
continued leadership of our current management team will ensure
that our customers can look forward to getting the same
outstanding service and innovative solutions they have come to
expect from the same people who serve them today.  Likewise, our
employees can rest assured that it will be business as usual both
during and after the transaction process is completed."

Michael J. Connelly, Managing Director of The Carlyle Group, said,
"Our commitment to this transaction demonstrates Carlyle's
confidence in Insight's management and the U.S. cable television
business.  We look forward to supporting Sid, Michael and the
other members of Insight's experienced management team."

Following the announcement, New Insight expects the Board of
Directors of Insight to form a special committee of independent
directors to consider the proposal with the assistance of outside
financial and legal advisors.  Directors of Insight affiliated
with New Insight will not participate in the evaluation of the
proposal.

The transaction will be implemented through a merger and will
require shareholder approval, as well as approval by the special
committee.  The transaction can be consummated immediately after
shareholder approval and is not subject to any regulatory or
financing conditions other than compliance with Hart-Scott-Rodino
Antitrust Improvements Act of 1976.

Mr. Knafel, Mr. Willner and their related parties collectively own
shares of Insight representing approximately 14% of the equity and
62% of the vote. They have advised Insight's Board that they will
not consider any other transaction involving their interest in the
company.

Morgan Stanley and Stephens are serving as New Insight's financial
advisors in the transaction and Dow, Lohnes & Albertson PLLC and
Debevoise & Plimpton LLP are providing legal counsel.

                    About The Carlyle Group

The Carlyle Group is a global private equity firm with more than
$24.5 billion under management.  Carlyle invests in buyouts,
venture capital, real estate, and leveraged finance in North
America, Europe, and Asia, focusing on aerospace & defense,
automotive & transportation, consumer & retail, energy & power,
healthcare, industrial, technology & business services, and
telecommunications & media.  Since 1987, the firm has invested
more than $12 billion of equity in over 350 transactions.  The
Carlyle Group employs more than 500 people in 14 countries.

                         About Insight

Insight Communications, through a 50/50 partnership with Comcast,
is the 9th largest cable operator in the United States, managing
approximately 1.27 million basic customers (of whom half are
attributable to Insight's equity) in the four contiguous states of
Illinois, Indiana, Ohio, and Kentucky.  Insight specializes in
offering bundled, state-of-the-art services in mid-sized
communities, delivering analog and digital video, high-speed
Internet, and voice telephony in selected markets to its
customers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Moody's Investors Service changed the rating outlook for the debt
of Insight Communications Company, Inc. -- Insight -- and its
subsidiaries, including 50%-owned Insight Midwest LP -- Midwest --
and its wholly owned subsidiary Insight Midwest Holdings, LLC --
Midwest Holdings -- to stable from negative.  Moody's also raised
the company's speculative grade liquidity rating to SGL-2 from
SGL-3 and affirmed all other ratings.  The outlook change broadly
reflects a reduced probability of default based on expectations
for the recently evident improvements in subscriber trends and
free cash flow generating ability to continue, notwithstanding
acknowledged expense growth in future periods.  As a result, the
prospect of a requisite ratings downgrade is deemed less likely.
The liquidity rating upgrade similarly reflects evidence of
improving cash flow trends and Moody's expectation for their
continuation.  Moody's now characterizes Insight's liquidity over
the forward 12 months to Dec. 31, 2005 as "good."

Moody's ratings for Insight and its subsidiaries are:

   -- Insight Communications Company, Inc.

      * $350 million (remaining face amount) of 12-1/4% Senior
        Unsecured Discount Notes due 2011 -- Caa2 (affirmed)

      * Senior Unsecured Issuer Rating -- Caa2 (affirmed)

      * Senior Implied Rating -- B1 (affirmed)

      * Speculative Grade Liquidity Rating -- SGL-2 (upgraded from
        SGL-3)

      * Rating Outlook (all ratings) - Stable (changed from
        Negative)

   -- Insight Midwest, L.P.

      * $630 million (including add-on) of 10-1/2% Senior
        Unsecured Notes due 2010 -- B2 (affirmed)

      * $385 million of 9-3/4% Senior Unsecured Notes due 2009 --
        B2 (affirmed)

   -- Insight Midwest Holdings, LLC

      * $425 (original amount) million Senior Secured Revolver due
        2009 -- Ba3 (affirmed)

      * $425 (original amount) million Senior Secured Term Loan A
        due 2009 -- Ba3 (affirmed)

      * $1.125 (original amount) billion Senior Secured Term Loan
        B due 2009 -- Ba3 (affirmed)

As reported in the Troubled Company Reporter on May 11, 2004,
Fitch Ratings has initiated coverage of Insight Communications
Company, Inc. -- ICCI, Insight Midwest, LP and Insight Midwest
holdings, LLC -- Holdings.

Fitch has assigned a 'CCC+' rating to ICCI's 12.25% senior
discount notes due 2011.  Additionally, Fitch has assigned a 'B+'
rating to Insight's 9.75% senior unsecured notes due 2009 and the
10.50% senior unsecured notes due 2010.  Lastly, Fitch has
assigned a 'BB+' rating to the senior secured bank facility at
Holdings.  The Rating Outlook for all of the ratings is Stable.
Fitch's rating actions effect approximately $2.8 billion of debt
as of the end of the first-quarter 2004 (1Q'04) of which
approximately $1.5 billion is senior secured.


J.C. PENNEY: S&P Affirms BB+ Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services has revised the rating outlook
on Plano, Texas-based J.C. Penney Company Inc., to positive from
stable.  Existing ratings on the company, including the 'BB+'
corporate credit rating, were affirmed.

"The outlook change reflects the company's steady and significant
progress in repositioning itself as a more important player in the
moderately priced, intensely competitive department store sector,
and the notable improvement it has made in strengthening its
credit measures," explained Standard & Poor's credit analyst
Gerald Hirschberg.

Standard & Poor's recognizes that the company has made substantial
progress in improving sales, margins, and market share, and that
this has brought the department store and catalog/Internet
operations to the verge of an investment-grade business profile.

In 2004, Penney stood out among its peers in generating
consistently strong and well-above average same-store sales
growth.  The 5.1% increase was the fourth consecutive yearly gain.
Lease-adjusted EBITDA for the year surged to $1.75 billion, from
$1.23 billion in 2003, as the company enjoyed improvement in gross
margins and expense leveraging.

As a result of these operating gains and a substantial reduction
in debt with proceeds from the July 2004 sale of its Eckerd
drugstore operations to CVS Corporation and Jean Coutu (Canada),
Penney's credit measures showed solid improvement for the year.
Debt to EBITDA fell to 2.6x, from 4.9x the year before, while
EBITDA covered lease-adjusted interest 5.8x, up from 2003's
3.8x.  Prospects for 2005 are favorable.

Although consolidations within the department store sector should
make business conditions even more competitive, the company should
be able to leverage its improved merchandising and customer
service initiatives into another year of higher sales and profits.


KULICKE & SOFFA: S&P Affirms CCC+ Subordinated Debt Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Willow
Grove, Pennsylvania-based Kulicke & Soffa Industries Inc., to
stable from positive, following the company's continued declines
in revenues and operating losses for the quarter ended December
2004.  The corporate credit rating is affirmed at 'B' and the
subordinated debt is affirmed at 'CCC+'.

"The outlook revision reflects the company's disappointing
earnings performance, despite restructuring efforts to reduce
operating volatility during revenue downturns," said Standard &
Poor's rating analyst Lucy Patricola.  EBITDA margin declined to
about 0.8% from a high of 20% generated in the March 2004 quarter,
on a 47% decline in revenues over the same period.

The ratings on Kulicke & Soffa reflect expectations for very
volatile sales and profitability levels, somewhat offset by the
company's leading niche market position and its adequate cash
balances.  Kulicke & Soffa is a leading supplier of equipment and
materials used in semiconductor packaging and testing.

While sales increased by 49% for fiscal 2004 ended September 2004-
-to $718 million from $483 million for the year-earlier period--
quarterly sales for the December quarter slipped 21% from prior
quarter, continuing a negative revenue trend from March 2004.
Standard & Poor's expects continuing weakness in the near term.

Because of high fixed-cost absorption and expenses incurred
in shifting production to low-cost areas, the company did not
generate EBITDA in the December quarter.  Volatility largely is
driven by wire bonder sales, which peaked at $135 million in the
March quarter and fell to $33 million in December.


LAS VEGAS SANDS: Posts $495.2 Mil. Net Income in Year 2004
----------------------------------------------------------
Las Vegas Sands Corp. (NYSE: LVS) reported record fourth quarter
and full-year financial results for 2004.

"The year 2004 was a momentous one for Las Vegas Sands Corp.,"
said Sheldon G. Adelson, Chairman of the Board and Chief Executive
Officer. "We completed our IPO and successfully opened the first
Las Vegas-style casino in Macau. We believe these and other events
position us well for strong long- term growth."

Highlights for 2004

   -- successfully concluded the initial public offering of Las
      Vegas Sands Corp. on December 20, 2004, raising $744 million
      of equity capital;

   -- successfully opened the $265.0 million Sands Macao Casino on
      May 18, 2004 in Macau, China;

   -- sold the Grand Canal Shops mall on May 17, 2004 for
      $766 million, yielding a pre-tax gain of $417.6 million and
      additional deferred pre-tax gain of $186.4 million.  The
      deferred gain will be amortized into income over a number of
      years with approximately $77 million of the deferred gain to
      be recognized over 25 years and the remaining approximately
      $109 million to be recognized over 89 years;

   -- began construction of the fully financed $1.6 billion,
      3,025-suite Palazzo Casino Resort project on the Las Vegas
      Strip adjacent to the Venetian Casino Resort;

   -- launched construction of the $1.8 billion, 3,000-suite
      (1,500 suites initially) Venetian Macao Casino Resort on
      the Cotai Strip in Macau, China;

   -- generated over $136.5 million of adjusted property EBITDAR
      at the Sands Macao in its first two full quarters of
      operations and operating income of $122.5 million during the
      same period;

   -- in the full-year 2004 generated record adjusted property
      EBITDAR of $299.5 million at the Venetian and operating
      income of $557.6 million during the same period; and

   -- achieved record full-year 2004 average daily room rates at
      the Venetian of $220 as compared to $204 in the prior year,
      an increase of 8%, while increasing full-year 2004 occupancy
      to 97% from 96% from the previous year.

The company reported net income of $69.3 million, $0.21 per
diluted share, for the fourth quarter 2004 and net income of
$495.2 million, $1.52 per diluted share, for the full-year 2004.
The full-year 2004 results include the gain on the sale of the
Grand Canal Shops mall of $417.6 million along with $63.2 million
in non-recurring incentive expenses related to the Phase II mall
sale.  For the fourth quarter of 2003 net income was $7.7 million,
$0.02 per diluted share, and for the full-year 2003 net income was
$66.6 million, $0.20 per diluted share.

In mid-December 2004, the company converted from a flow-through
tax entity (an "S" corporation) to a tax paying entity (a "C"
corporation).  On a pro forma basis, as if the company had been
taxed as a "C" corporation for the entire period, net income for
the fourth quarter 2004 would have been $54.6 million, $0.16 per
diluted share, and net income for the full-year 2004 would have
been $339.7 million, $1.04 per diluted share.  For 2003, also on a
pro forma basis assuming the company had been taxed as a "C"
corporation for the entire period, net income would have been
$4.4 million, $0.01 per diluted share, for the fourth quarter 2003
and net income would have been $38.4 million, $0.12 per diluted
share, for the full-year 2003.

"Business trends continued to be strong throughout 2004, with
strong gaming revenue trends in Macau and significant increases in
room rates at the Venetian in Las Vegas.  In particular, the
fourth quarter of 2004 reflects a continuation from the third
quarter of strong gaming revenues at the Sands Macao and
continuing growth in our convention-based room business in Las
Vegas," said William Weidner, Las Vegas Sands Corp. President and
COO.

                      Balance Sheet Items

Unrestricted cash balances at December 31, 2004 were
$1.295 billion while restricted cash balances at December 31, 2004
were $377.5 million.  Of the restricted cash balances,
$357.0 million is restricted for construction of the Palazzo
casino resort in Las Vegas.

Total debt outstanding including the current portion at
December 31, 2004 was $1.790 billion.  Excluding the redemption of
our 11% Notes (discussed below), $13.7 million of our total debt
is due within the next twelve months.  Of the total debt
outstanding, $170.0 million is associated with the company's Macau
subsidiaries.

During February 2005, the company redeemed or repurchased
$833.5 million in aggregate principal amount of its $843.6 million
outstanding principal amounts of its 11% mortgage notes due 2010.
The company has called for redemption the remaining $10.1 million
in aggregate principal amount of the 11% Notes.  The company
funded the redemption and repurchase prices for the 11% Notes,
including the related premiums and fees, with $247.0 million of
proceeds from the issuance of $250 million of 6-3/8 % senior notes
due 2015, $305.0 million from its term bank credit facility, which
was increased by $400.0 million, $327.3 million of IPO proceeds,
and approximately $97.4 million of unrestricted cash.  The company
intends to fund the redemption price for the remaining 11% Notes
with additional unrestricted cash and expects to complete the
redemption during the second quarter of 2005.  The company also
increased the amounts available under its revolving credit
facility to $450.0 million during February 2005.  Upon completion
of these transactions during February 2005, the company's total
outstanding debt was $1.502 billion.

                      Capital Expenditures

Capital expenditures during the fourth quarter of 2004 totaled
$138.8 million.  Of this total:

   * $42.7 million was utilized for improvements and maintenance
     capital expenditure at the Venetian in Las Vegas;

   * $26.2 million was utilized for the Sands Macao construction
     and other development activities in Macau (including the
     Venetian Macao casino resort on the Cotai strip); and

   * $69.9 million for construction costs of the Palazzo Las Vegas
     casino resort adjacent to the Venetian.

During the full-year 2004, the company spent:

   * $465.8 million on capital investments, including
      $118.5 million on improvements and maintenance capital
      expenditures at the Venetian in Las Vegas;

   * $197.8 million for the development and construction of the
     Sands Macao in Macau, and other development activities in
     Macau (including the Venetian Macao casino resort on the
     Cotai strip); and

   * $149.5 million for the development of the company's Palazzo
     casino resort in Las Vegas on land adjacent to the Venetian.

The company is in the process of adding upscale suites and two
theaters at the Venetian to attract more high-end gaming revenue
and to capture an increased share of customer spending for theater
attendance among other improvements.

The Venetian's recently-renovated and expanded Baccarat pit,
presidential suites, and its soon-to-be-opened Asian-themed Paiza
Club have been tailored to meet the expectations of high-budget
Asian customers.  In addition, the Palazzo Casino Resort has been
designed to house its own Paiza club and other similar Asian-
themed amenities.  The company expects the cross-marketing
opportunities between its Las Vegas and Macau properties to be
significant as more high-budget Asian customers are introduced to
the company through its Macau operations and local Asian market
presence.

Weidner went on to say, "Looking ahead, we continue to construct
our second Las Vegas casino resort on land between the Venetian
and Wynn Las Vegas Resort.  In addition, we continue the
construction of our destination resort hotel casino in Macau, The
Venetian Macao, which will continue to raise our profile in Asia."

Las Vegas Sands Corp. is a holding company that owns 100% of Las
Vegas Sands, Inc.  Las Vegas Sands Corp. completed an initial
public offering of its common stock in December 2004.  Las Vegas
Sands Inc. owns and operates Venetian Hotel Resort Casino and the
Sands Expo and Convention Center in Las Vegas and the Sands Macao
Casino in Macau, a Special Administrative Region of the People's
Republic of China,

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a B2 rating to Las Vegas Sands
Corp.'s (NYSE:LVS) proposed $250 million senior unsecured notes
due 2015.  Moody's also assigned a B1 senior implied rating,
B3 long-term issuer rating, positive ratings outlook, and SGL-3
speculative grade liquidity rating.

Moody's also assigned a B1 rating to Las Vegas Sands, Inc.'s and
Venetian Casino Resorts, LLC's (the Restricted Group) $400 million
senior secured term loan B add-on and $275 million senior secured
revolving credit facility availability add-on.  Existing
Restricted Group ratings were confirmed.

Standard & Poor's Ratings Services raised its corporate credit and
bank loan rating on Las Vegas Sands Inc. -- LVSI -- and its
subsidiary, Venetian Casino Resort LLC -- VCR, jointly 'The
Venetian', to 'BB-' from 'B+'.

At the same time, the 'B' rating on the company's $850 million 11%
mortgage notes due 2010 was affirmed. Concurrently, Standard &
Poor's assigned its 'BB-' rating to the proposed $400 million
incremental Term Loan B being borrowed jointly by LVSI and VCR.
Standard & Poor's continues to maintain a recovery rating of '2',
despite the upsized bank facility, indicating Standard & Poor's
expectation that the lenders would realize a substantial recovery
of principal (80%-100%) in the event of a payment default.

Standard & Poor's also assigned its 'B' rating to the proposed
$250 million senior notes due 2015 to be issued by Las Vegas Sands
Corporation -- LVSC, the holding company parent of LVSI and VCR.
At the same time, a 'BB-' corporate credit rating was assigned to
LVSC.


LOGOATHLETIC: Wants to Donate Remaining Funds to Charity
--------------------------------------------------------
LogoAthletic, Inc., fka TKS Acquisition, Ind., and LogoAthletic of
Nevada, Inc., dba Collegate Graphics, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
donate the estates' remaining cash to a nonprofit organization.

Pursuant to the companies' confirmed Liquidating Plan,
distribution of 0.69% was made to the allowed claims of general
unsecured creditors in February this year.  The Plan Administrator
anticipates that some of the checks sent to creditors will be
unclaimed.  Also, the Administrator expects a small amount of cash
to remain after all distributions are made.  To this end, the
Administrator asks the Court to allow him to select a charity of
his choice and donate whatever's left of the estates' proceeds.

Headquartered in Indianapolis, Indiana, LogoAthletic, Inc., filed
for chapter 11 protection on Nov. 6, 2000 (Bankr. D. Del. Case No.
00-04126).  Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and liabilities of $100
million.  The Debtors' Amended Chapter 11 Liquidating Plan was
confirmed on Nov. 17, 2003.


MAGUIRE PROPERTIES: S&P Puts BB Rating on Two Loans
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Maguire Properties Inc. and Maguire Properties
L.P.

At the same time, Standard & Poor's assigned its 'BB' rating to a
proposed $450 million term loan and $100 million revolving credit
facility (collectively, the facilities).  A recovery rating of
'3' has been assigned to these facilities.  The outlook for
Maguire is stable.

"The ratings reflect an aggressive growth strategy, significant
geographic concentration, high encumbrance levels, and weak
overall financial flexibility," said Standard & Poor's credit
analyst Tom Taillon.

"These negative factors are partially offset by a dominant and
growing regional market share, solid asset quality, a strong and
reasonably diverse tenant base, and the deal-making capabilities
of the management team," Mr. Taillon added.

The outlook is supported by a relatively predictable rental income
stream over the next few years, stemming from laddered lease
expirations and a diversified tenant base.  In addition, the
southern California sub-markets are expected to further strengthen
in the near term. Sustained, lower leverage levels and more
comfortable coverage of the common dividend would be necessary
drivers to an improved rating and/or outlook.


MARION HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marion Healthcare Systems, Inc.
        301 Hollybrook Drive
        Longview, Texas 75605

Bankruptcy Case No.: 05-60501

Chapter 11 Petition Date: March 8, 2005

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Jason R. Searcy, Esq.
                  Jason R. Searcy, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: 903-757-3399

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      941 Taxes for 2004        $249,677
Austin, TX 73301

Sunscript Pharmacy                                       $20,401
1041 NNE Loop 323
Tyler, TX 75708

Ben E. Keith Co.                                         $13,777
P.O. Box 18407
Shreveport, LA 71138

Gulf South Medical Supply                                 $6,537

Member Service Life                                       $4,789
Insurance

Longview, City of - Water                                 $3,055

Foremost Dairy                                            $2,845

Dixie Paper                                               $2,709

Direct Supply, Inc.                                       $2,354

Kirby Restaurant Supply                                   $2,322

Southwestern Electric Power                               $2,135

Guardian Life Insurance                                   $1,545

MCKesson Medical - Surgical                               $1,272

Southwestern Bell Yellow                                    $933
Pages

Ame Laboratories                                            $925

Longview News Journal                                       $891

Harvest Fresh Juice                                         $732

Sunscript Pharmacy                                          $720
Consultant

Bimbo Bakeries USA                                          $711

Olympic Waste                                               $697


MILWAUKEE POLICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Milwaukee Police Athletic League, Inc.
        2320 West Burleigh Street
        Milwaukee, Wisconsin 53206

Bankruptcy Case No.: 05-22644

Chapter 11 Petition Date: March 1, 2005

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Kravit, Hovel, Krawczyk & Leverson, s.c. [sic.]
                  825 North Jefferson, Suite 500
                  Milwaukee, WI 53202
                  Tel: 414-271-7100

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
   ------                     ---------------       ------------
Citicorp Vendor Finance       Cabling System Note       $370,408
Attn: Alex A. Shield, II
Four Greenwood Square
Bensalem, PA 19020

Citicorp Leasing, Inc.        Cabling System Lease      $166,626
P.O. Box 7247
Philadelphia, PA 19170

Central City Construction     Building construction     $120,881
1300 North Fourth Street
Milwaukee, WI 53212

Signature Group, Inc.         Building contractor       $111,977

WE Energies                   Utilities                  $56,466

Coleman & Williams            Accounting services        $50,845

Roberts Roofing, Inc.         Roofing contractor         $49,061

Sheridan Gym Equipment, Ltd.  Building contractor        $44,230

On Trac Inc.                  Building construction      $26,696

Giles Engineering Assoc.,     Construction services      $23,370
Inc.

ABC Supply Co., Inc.          Construction materials     $18,166

Kasdorf, Lewis & Swietlik     Legal services             $18,075

Milwaukee Insulation, Inc.    Construction supplies      $10,308

Travelers Insurance           Insurance                   $6,264

Elan Financial Services       Credit card                 $5,402

ProStar                       Gym Floor                   $5,307

Silkscreening By Will         Programming supplies        $3,939

Pepsi-Cola Bottling           Trade debt                  $3,505

Ambience Floor Cleaning       Cleaning service            $3,500

Petrie & Stocking SC          Legal services              $3,194


MIRANT CORP: Wants to Reject PEPCO Purchase & Sale Agreement
------------------------------------------------------------
Pursuant to the Asset Purchase and Sale Agreement between the
Mirant Corporation and Potomac Energy Power Company, Mirant
purchased from PEPCO various generation assets which now form the
core of the Debtors' Mid-Atlantic business unit.  The APSA has
now been substantially performed, and title to all the sold
assets has been transferred.  The only executory obligations
remaining under the APSA are limited to:

   (1) Mirant's purchase of power from PEPCO at substantially
       inflated prices as reflected in the Back-to-Back
       Agreement; and

   (2) certain cross-indemnities related to pending and potential
       asbestos lawsuits and other environmental matters.

The Mirant Debtors have, in their business judgment, determined
that these remaining obligations are a net burden to their
estates, individually and collectively, and thus seek to reject
them.

On December 9, 2004, the U.S. District Court for the Northern
District of Texas held that the Back-to-Back Agreement was not
severable from the APSA and thus could not be rejected by the
Debtors at this time.  The Debtors have since appealed the
December 9, 2004 Order to the Court of Appeals for the Fifth
Circuit.  Beginning December 9, the Debtors suspended payments to
PEPCO under the Back-to-Back Agreement.

In January 2005, PEPCO asked the U.S. Bankruptcy Court for the
Northern District of Texas to lift the automatic so it may cease
performing under the APSA absent payment from the Debtors.  PEPCO
also sought payment of administrative expenses.

The Bankruptcy Court denied PEPCO's request.  The Bankruptcy
Court, however, directed the Debtors to perform under the Back-
to-Back Agreement unless certain events occurred, including the
rejection of the APSA.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, states that under existing Fifth Circuit precedent, the
rejection will not affect the ownership of the assets themselves,
but only terminate the remaining executory obligations as to
which PEPCO may file a proof of claim.

Accordingly, because the rejection fully complies with the
Bankruptcy Code and all prior rulings in the Debtors' Chapter 11
cases, the Debtors seek the Court's authority to reject the APSA,
effective immediately.

Mr. Phelan tells the Judge Lynn that the APSA is draining tens of
millions of dollars per month from the Debtors' estates.  "[T]he
anticipated losses to the estate through 2005 . . . are in excess
of $300 million and those anticipated losses are even greater
over the entire life of the agreement."

Moreover, the Debtors believe the APSA's cross-indemnity
provisions are not necessary to the Debtors' business at this
time.

The Debtors also ask the Court to require PEPCO to file proofs of
claim arising from lease rejection damages within 30 days after
the Court authorizes the rejection of the APSA.

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: PEPCO Wants Back-to-Back Payments Resumed
------------------------------------------------------
On January 19, 2005, the U.S. Bankruptcy Court for the Northern
District of Texas directed Mirant Corporation and its debtor-
affiliates to resume payment to Potomac Energy Power Company of
their Back-to-Back obligations under the Asset Purchase and Sale
Agreement beginning with the payment that was due to PEPCO on
January 13, 2005, and until the Debtors file a motion to reject
the APSA.

"The Debtors are in breach of the January 19 Order," Jo E.
Hartwick, Esq., at Stutzman Bromberg Esserman & Plifka PC, tells
the Court.

The Debtors failed to pay $4,407,941 due to PEPCO by noon on
January 21, 2005 -- the interest on the overdue amount
aggregating $17,838,880.  The shortfall relates to the Debtors'
obligations under the Back-to-Back Agreement with respect to the
Panda-Brandywine, LP, and Prince George's County, Maryland, power
purchase agreements.  The Debtors withheld the $4,407,941 portion
of the payment.  Moreover, the Debtors were present at the
hearing on January 14, 2005, when the Court ruled from the bench.
Thus, the Debtors had prior notice that they should have filed a
motion to reject the entire APSA before January 21 if they wanted
to avoid making the payment due on that date.

With respect to the Debtors' request to reject the APSA, Ms.
Hartwick notes that the Debtors did not seek to reject the entire
APSA.  Rather, they sought to reject just the burdensome parts of
the APSA.  However, the Debtors also sought to reject not only the
Back-to-Back Agreement, but also their agreement to indemnify
PEPCO.  As to the beneficial parts of the APSA -- the
interconnection agreements, the site lease agreement, the local
area support agreement, and the easement agreements -- the Debtors
argue that they are wholly "independent" of the APSA.

As previously reported, the Debtors want to walk away from the
Asset Purchase and Sale Agreement between Mirant Corporation and
Potomac Energy Power Company, pursuant to which, Mirant purchased
from PEPCO various generation assets which now form the core of
the Debtors' Mid-Atlantic business unit.

Ms. Hartwick argues that the Debtors are in violation of the
Court's previous declaration that the APSA is a "single,
indivisible contract".

Accordingly, PEPCO asks the Court to direct the Debtors to resume
their Back-to-Back payments, beginning with the payment that was
due on January 21, 2005, plus interest, and to continue
performing the entire APSA until the time the Debtors seek to
reject the entire APSA.

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)


MISSION RESOURCES: Earns $2.8 Mil. Net Income in Fourth Quarter
---------------------------------------------------------------
Mission Resources Corporation (Nasdaq:MSSN) reported financial and
operational results for the fourth quarter and full-year 2004.

   -- Fourth quarter 2004 discretionary cash flow increased 99%
      over fourth quarter 2003 to $15.4 million, and full-year
      2004 discretionary cash flow increased 157% over full-year
      2003 to $58.5 million.

   -- Fourth quarter net income improved to $2.8 million compared
      to a loss of ($1.5) million in last year's fourth quarter
      and full-year 2004 net income was $2.9 million compared to
      $2.4 million for the full-year 2003.

   -- Fourth quarter 2004 average daily production was
      63.3 million cubic feet of gas equivalent -- Mmcfe, and
      full-year 2004 average daily production was 65.8 Mmcfe.

   -- Proved reserves increased 27%, through additions and
      acquisitions, to 226 billion cubic feet equivalent -- Bcfe.

   -- Mission had a combined 97% success rate for development and
      exploratory wells completed in 2004.

   -- Debt decreased $28 million driving cash interest costs down
      approximately $6 million as compared to 2003.

"We made significant progress in 2004 towards achieving our
strategic goals," said Robert L. Cavnar, Chairman, President and
Chief Executive Officer.  "Our major accomplishments of the year
include a 27% increase in proved reserves, a 97% drilling success
rate and a meaningful reduction in our debt.  In addition, over
the past year we have developed several dozen prospects in our
core areas, and we believe that our success in early 2005
validates our approach towards opportunity selection and risk
mitigation.  In order to take advantage of our strong menu of
internal exploration and development opportunities, we have set a
capital expenditure budget for 2005 of $71 million.  In addition,
we have the financial flexibility to continue with our two-prong
approach of growth through the drill bit and the acquisition of
desirable assets."

                      Capital Expenditures

In 2004, Mission's capital expenditures (excluding acquisitions of
$41.5 million) totaled $46.6 million, approximately 38% higher
than 2003 levels. 2004 expenditures consisted of the following:

   * $31.4 million for development,
   * $8.6 million for exploration,
   * $5.4 million for seismic data, land and related items, and
   * $1.2 million for corporate assets.

For the full-year 2004, we successfully completed 66 development
wells, of which 55 were located in the Permian area, seven were
located in the Gulf Coast area, three were located in the Offshore
area and one was located in Oklahoma.  We had one successful and
one unsuccessful exploratory well drilled in 2004, and at
year-end, we had three exploratory wells and three development
wells in progress.  The wells in progress at year-end are
discussed in more detail below.

                           Net Income

Mission reported net income for the fourth quarter of 2004 of
$2.8 million compared to a net loss of ($1.5) million in the
fourth quarter of 2003.  Increased commodity prices and a 35%
reduction in interest expense resulted in the improvement in
quarterly earnings.

Net income for the year ended December 31, 2004, was $2.9 million,
compared to net income of $2.4 million, for the year ended
December 31, 2003.  Fewer weighted average shares outstanding in
2003 account for the higher net income per share - diluted amount
with a lower net income amount for 2003.  Absent the gains and
losses on debt extinguishment and the 2004 non-cash compensation
expense for issuance of stock options, net income (loss)
(excluding cumulative effect of a change in accounting method) for
the years ended December 31, 2004, and 2003 were $7.2 million and
($11.2) million, respectively.  Increased commodity prices and gas
volumes along with lower lease operating expenses and interest
expense were the primary reasons for the significant full-year
2004 increase in net income.

"While our fourth quarter production was impacted somewhat by the
tightening of rig availability and delays in pipeline
construction, full-year production reflects a 5% year-over-year
increase in daily production rates.  A more comparative analysis
is the approximately 28% year-over-year increase in daily
production rates, adjusted for property sales," said Richard W.
Piacenti, Mission's Executive Vice President and Chief Financial
Officer.  "We plan to increase our production levels in the second
quarter as we complete the fourth quarter projects and begin using
our $71 million capital budget for 2005.  We will continue to
split any cash flow in excess of our $71 million capital
expenditure budget between debt repayment and additional capital
spending."

Mission Resources Corporation is a Houston-based independent
exploration and production company that drills for, acquires,
develops and produces natural gas and crude oil primarily in the
Permian Basin (in West Texas and Southeastern New Mexico), along
the Texas and Louisiana Gulf Coast and in both the state and
federal waters of the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Standard & Poor's Rating Services removed Houston, Texas-based
Mission Resources Corp. from CreditWatch with developing
implications, affirmed its existing ratings, and assigned the
company a stable outlook.

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's placed its 'B-' corporate credit rating and
'CCC' senior unsecured debt rating on independent oil and gas
exploration and production company Mission Resources Corp. on
CreditWatch with developing implications.

The company was placed on CreditWatch following the announcement
that it had retained Petrie Parkman & Co. to assist the company in
evaluating strategic alternatives.  The resolution of the
CreditWatch listing follows Mission's announcement that it had
concluded its strategic review process and had outlined a strategy
for increasing its reserve base through potential acquisitions and
internal exploration prospects.

The stable outlook is predicated on liquidity that is expected to
be adequate in the near term, significantly hedged volumes in 2005
at favorable prices, and the expectation that any sizeable
acquisition would be funded in a balanced (combination of debt and
equity) manner.


MOUNTAIN VEGETABLES: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mountain Vegetables, Inc.
        P.O. Box 1151
        Crossville, Tennessee 38555

Bankruptcy Case No.: 05-02776

Type of Business: The Debtor sells fruits and vegetables.

Chapter 11 Petition Date: March 8, 2005

Court: Middle District of Tennessee (Cookeville)

Judge: George C Paine

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

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Usda Rural Development                                  $497,787
P.O. Box 555
Cookeville, TN 38503

Cumberland County Bank                                  $270,000
Po Box Drawer 749
Crossville, TN 38557

Seminis Vegetable Seeds                                  $93,500
Dept 2168
Los Angeles, CA 90084

Georgia Crate Basket                                     $70,000

Seedway                                                  $35,000

Ford Motor Credit                                        $29,000

Baldwin Bros.                                            $24,000

GMAC                                                     $20,000

IRS                                                      $18,002

Suntrust Bank Card                                       $18,000

John Deere Credit                                         $8,400

TN Dept. of Revenue                                       $8,000

TN Dept. LBR Workforce Env.                               $7,000


NEXEN INC: S&P Affirms BB+ Subordinated Debt Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' senior
unsecured debt rating to Nexen Inc.'s two-tranche US$1.040 billion
bond issue.

Proceeds from the 10-year US$250 million issue, maturing in 2015,
and 30-year US$790 million issue, maturing in 2035, will be used
to repay a portion of the company's existing US$1.5 billion
acquisition bridge facility.  At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit and senior unsecured debt
ratings and its 'BB+' subordinated debt rating on the company.
The outlook is stable.

"In our most recent analysis, and based on Standard & Poor's
pricing assumptions, we expected Nexen's total debt levels would
rise between 2004 and 2006, as a result of the U.K. North Sea
acquisition and the incremental capital spending necessary to
complete the development projects currently in progress," said
Standard & Poor's credit analyst Michelle Dathorne.

"This bond issue and the anticipated C$1.5 billion disposition of
noncore assets will extend the company's debt maturity profile
beyond the development timeframe of its North American and
international projects, and provide the funds needed to
offset the cash flow shortfall expected to occur in 2005 and
2006," Ms. Dathorne added.

The stable outlook is contingent on Nexen using the proceeds from
its 2005 asset sales to restore its balance sheet and partially
fund its 2005 and 2006 development spending.  Given the medium-
term risks of its development projects, restoration of the balance
sheet is critical to maintaining the 'BBB-' ratings.

In addition, as the company works to complete its oil sands and
North Sea projects, there is limited potential for positive
ratings revisions.  Conversely, higher-than-expected capital
spending and debt levels, material increases to the PUD reserve
base, or material development issues could pressure the ratings.
As a result, Standard & Poor's does not expect Nexen's credit
profile will improve before the completion of these projects.


NRG ENERGY: NRG PMI to Lease 1,500 Railcars from General Electric
-----------------------------------------------------------------
On February 18, 2005, NRG Power Marketing, Inc., a wholly owned
subsidiary of NRG Energy Inc., entered into a commitment to lease
from General Electric Railcar Services Corporation 1,500 railcars
valued at $94.4 million.

Upon the satisfaction of certain conditions, PMI and GE will enter
into individual leases for sets of railcars, of not more than 130
railcars per set, as the railcars become available for delivery
from the manufacturer.  A lease for the initial set of 120
railcars commenced on February 18, 2005.  GE's commitment to lease
the railcars to PMI only applies to railcars, which are delivered
and accepted from the railcar manufacturer by September 30, 2005.
Each individual railcar lease commences on the date of delivery of
the applicable set of cars covered by the lease and terminates on
September 30, 2015.  PMI will be obligated to make lease payments
totaling $8.4 [million] annually for ten years subject to certain
conditions and to escalation adjustments for increases in
production costs, changes in interest rates and changes in tax
laws.

PMI has the right to renew the leases of the 1,500 cars at fair
market value for a term to be agreed upon by the parties and the
right to terminate the leases for all cars on September 30, 2010,
upon delivery of a required prior notice to GE at a base price of
$4,850 per car, which is subject to the same one-time escalation
adjustment as the monthly base rent.  PMI also has the right to
sublease under certain conditions.  PMI's obligations under the
lease are backed by a corporate guarantee of NRG Energy, Inc.
PMI previously entered into a contract to purchase 1,540 railcars
from a railcar manufacturer.  PMI has assigned certain of its
rights and obligations for 1,500 railcars under that purchase
contract to GE.  Accordingly, the railcars which PMI leases from
GE will be purchased by GE from the manufacturer in lieu of PMI
purchasing the cars from the manufacturer.

                        About the Company

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock. The outlook is stable.


OMNICARE INC: Completes Offer for 4.00% Trust Preferred Securities
------------------------------------------------------------------
Omnicare, Inc., (NYSE:OCR) has completed its offer to exchange up
to $345 million aggregate liquidation amount of the 4.00% Trust
Preferred Income Equity Redeemable Securities of Omnicare's
subsidiary, Omnicare Capital Trust I, for an equal amount of the
Series B 4.00% Trust Preferred Income Equity Redeemable Securities
of Omnicare's subsidiary, Omnicare Capital Trust II, plus an
exchange fee of $0.125 per $50 stated liquidation amount of Old
Trust PIERS.

The New Trust PIERS have substantially similar terms to the Old
Trust PIERS, except that the New Trust PIERS have a net share
settlement feature.  The exchange offer expired at midnight, New
York City time, on March 7, 2005.

After the expiration of the exchange offer, approximately
$333,766,950 aggregate liquidation amount of Old Trust PIERS,
representing approximately 96.7% percent of the total liquidation
amount of Old Trust PIERS outstanding, had been tendered in
exchange for an equal liquidation amount of New Trust PIERS and
the exchange fee.  All Old Trust PIERS that were properly tendered
and not validly withdrawn have been accepted for exchange.
Following the consummation of the exchange offer, approximately
$11,233,050 aggregate liquidation amount of Old Trust PIERS remain
outstanding.

Omnicare commenced the exchange offer as a result of the issuance
of EITF No. 04-8 by the Emerging Issues Task Force of the
Financial Accounting Standards Board which, effective
Dec. 15, 2004, changed the accounting rules applicable to
Omnicare's Old Trust PIERS and requires Omnicare to include the
common stock issuable upon the conversion of the convertible
debentures underlying the Old Trust PIERS in Omnicare's fully
diluted shares outstanding for purposes of calculating diluted
earnings per share regardless of whether market price triggers or
other contingent features have been met.  By committing to pay up
to the stated liquidation amount of the New Trust PIERS to be
converted in cash upon conversion pursuant to the new net share
settlement feature of the New Trust PIERS, Omnicare will be able
to account for the New Trust PIERS under the treasury stock
method, which is expected to be substantially less dilutive to
earnings per share than the "if-converted" method prescribed by
EITF 04-8.

Additional details regarding the exchange offer are described in
the final prospectus, dated as of March 7, 2005 and filed with the
Securities and Exchange Commission on March 8, 2005. Copies of the
final prospectus may be obtained free of charge at the SEC's
website -- http://www.sec.gov/ Lehman Brothers Inc. acted as the
dealer manager and D.F. King & Co., Inc. was information agent for
the exchange offer.

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,086,000 beds in 47 states,
making it the nation's largest provider of professional pharmacy,
related consulting and data management services for skilled
nursing, assisted living and other institutional healthcare
providers.  Omnicare also provides clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.

                          *     *     *

Omnicare's 6-1/8% senior subordinated notes due 2013 currently
carry Standard & Poor's 'BB+' rating and Moody's Ba2 rating.

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Omnicare Inc.'s proposed $345 million of Series B 4.00% trust
preferred income equity redeemable securities due June 15, 2033.
These securities are being offered in exchange for an existing
PIERS issue.  Unlike the existing PIERS, these are primarily
convertible into cash.  A change in accounting treatment for these
"contingently convertible" securities has rendered them less
attractive to issuers as the potential conversion is now dilutive
to earnings.  Otherwise, the new issue is identical to the old
PIERS.

"All the ratings assigned to Omnicare, including this one, remain
on CreditWatch with negative implications where they were placed
May 24, 2004, in light of the company's hostile bid for 'BB' rated
competitor NeighborCare, Inc.," said Standard & Poor's credit
analyst David Lugg.  If successful, debt could increase by
$1.5 billion, markedly weakening credit measures, with total debt
to EBITDA possibly rising to almost 4.5x, from 2.5x.  At the same
time, changes in state Medicaid practices have pressured margins
and the implementation of the Medicare drug benefit in 2006 will
have an uncertain impact.


OWENS CORNING: Still Refuses to Sue B-Readers; CSFB Not Pleased
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 21, 2005,
Credit Suisse First Boston, as Agent for the prepetition
institutional lenders to Owens Corning and certain of its
affiliates, wants permission to file lawsuits for fraud and
negligent misrepresentation against physicians who falsely
reported chest radiograph (x-ray) readings as positive for
asbestos-related disease when, in fact, the readings showed no
compensable injury.  These physicians, include:

   (1) Raymond A. Harron;
   (2) Jay T. Segarra;
   (3) Philip H. Lucas;
   (4) James W. Ballard; and
   (5) 100 John Doe physicians.

As reported in the Troubled Company Reporter on Feb. 16, 2005, the
Debtors' counsel, Roger E. Podesta, Esq., at Debevoise & Plimpton
LLP, in New York wrote to CSFB's counsel Barry R. Ostrager, Esq.,
at Simpson Thatcher Bartlett LLP, to explain why the Debtors are
reluctant to pursue an adversary case against the B-readers.
According to Mr. Podesta, the Debtors had previously considered
suing several of the B-readers, particularly Dr. Raymond A.
Harron.  However, after due consultation, Owens Corning concluded
that ILO X-ray readings were too subjective, and that variations
in X-ray interpretations between legitimate B-readers were too
substantial, to make out an attractive fraud case.  Thus, Owens
Corning decided to focus their RICO lawsuits (the Pitts and
McNeese lawsuits) primarily on pulmonary function testing that it
believed could be shown to be objectively fraudulent.

              Debtors Explain Position on PFT Suits

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the U.S. Bankruptcy Court for the District of
Delaware that the Debtors actually commenced similar fraud and
RICO litigation against certain medical screening laboratories in
1996 and 1997, alleging that individuals and companies that
conducted pulmonary function tests fraudulently found lung
impairment in individuals where no such impairment existed.  The
suits were filed in the United States District Court for the
Eastern District of Louisiana against Glenn E. Pitts, et al., and
in the United States District Court for the Southern District of
Mississippi, Jackson Division, against William T. McNeese and
Pulmonary Function Laboratory, Inc.  The lawsuits alleged that
defendants, who conducted Pulmonary Function tests and took chest
X-rays, disregarded proper testing procedures and manipulated test
outcomes to create false "positive" results.

At the time that Owens Corning filed the PFT Lawsuits, it
seriously considered bringing claims against certain of the X-ray
B-readers who were involved in the mass screenings, including
Credit Suisse First Boston's proposed defendants Drs. Raymond A.
Harron, Jay T. Segarra and Philip H. Lucas.  These B-readers were
responsible for a vast number of positive diagnoses, and
suspected them of overreading the X-rays so as to find evidence
of asbestosis where other B-readers would not.

                          The Variables

Mr. Pernick relates that Owens Corning retained Dr. Joseph N.
Gitlin to arrange a study of interpretations of chest X-rays of
workers allegedly exposed to asbestos.  The study sought to
determine whether the positive findings of asbestos-related
disease made by the B-readers in connection with cases in which
the Pitts defendants provided PFT results held up on a review by
six independent B-readers.  The study -- A Comparison of Readers'
Interpretations of Chest X-Ray Interpretations of Chest X-Ray
Examinations of Workers Asserted to be Exposed to Asbestos --
came out December 10, 1998.  In his report, Dr. Gitlin agreed
with what Owens Corning had suspected, and reported that the X-
ray readings done in connection with the Pitts screenings were
irreconcilable with those done by his panel.

A copy of Dr. Gitlin's study is available at no charge at:

              http://bankrupt.com/misc/OWCTab2D.pdf

Despite Dr. Gitlin's report, Owens Corning made the deliberate,
strategic decision not to sue the B-readers, because the B-
readers use an accepted method for diagnosing asbestos-related
lung disease.  Moreover, the process of reading the X-rays is
subjective, with substantial interreader variability even among
legitimate B-readers who have no incentive to misdiagnose
disease.  Moreover, Alan Ducatman, et al., made a study of
B-readings conducted in a non-litigation setting entitled
'B-Readers' and Asbestos Medical Surveillance, 30 J. of
Occupational Medicine 644 (1988).  Twenty-three B-readers, each
of whom read 5,000 X-rays, revealed:

   (a) a 300-fold variance in the tendencies of some B-readers to
       interpret an X-ray as positive for asbestosis; and

   (b) a 15-fold variance even among NIOSH instructors, the
       people who train B-reader candidates and administer the
       certification tests.

A full-text copy of Ducatman et al.'s study is available at no
charge at:

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

Because of the variability, Owens Corning's burden to prove fraud
was far more difficult.  Thus, Owens Corning concluded after
careful consideration, including consultation with Dan Webb,
Esq., at Winston & Strawn, lead outside counsel in the PFT
Lawsuits, that while it had a strong fraud case against the PFT
operators, it would be considerably more difficult to prove that
the B-readers acted fraudulently.  To avoid weakening its strong
case against the PFT laboratories, Owens Corning decided not to
sue the B-readers but rather to focus on the Pitts and McNeese
Lawsuits on PFTS.

The PFT Lawsuits were hard-fought and expensive to litigate. The
defendants in the Pitts Lawsuit brought counterclaims seeking
multi-million dollar recoveries, including allegations of abuse
of process, interference with business relationships,
interference with contractual relations, defamation, intentional
infliction of emotional distress, injurious falsehood, trade
disparagement and trade libel.  The defendants in the McNeese
Lawsuit similarly threatened Owens Corning with multi-million
dollar counterclaims, charging Owens Corning with attempting to
deter the filing of legitimate personal injury claims and drive
the PFT operators out of business.

After more than three years of time-consuming, expensive
litigation, the Pitts and McNeese Lawsuits were settled in 1999.
Although the settlements were generally favorable to Owens
Corning, they did not come close to covering the legal expenses
that Owens Corning had incurred in connection with the Lawsuits.

                          Not This Time

Thus, the Debtors reiterate their stand not to bring a suit
against the B-readers because of four reasons:

   (1) Difficulty to prove fraud based on their existing
       evidence;

   (2) Issue on statute of limitations;

   (3) Risk and expense of litigation against sizeable
       counterclaims; and

   (4) Attorneys' fees and costs incurred in the proposed
       litigation are likely to exceed monetary recoveries by the
       estate based on the Debtors' experience in the Pulmonary
       Function Tests lawsuits.

At this point in time, the Debtors do not believe that bringing
the fraud claim against the B-readers is in the best interests of
the Debtors' estate.  Mr. Pernick clarifies that the Debtors are
not opposed in principle to the claim.  The Debtors would
consider bringing the proposed lawsuit in the event that they:

   -- acquire new evidence of fraud or fraudulent concealment on
      the part of the B-readers; and

   -- overcome the statute of limitations defenses.

                        Silica Litigation

Mr. Pernick also tells the Court that the Debtors are monitoring
developments in the silica Multidistrict Litigation cases in
Corpus Christi, Texas, in which many of the same B-readers have
been accused of questionable screening practices in connection
with silica claims.  It is possible that evidence supporting the
proposed fraud claims will be developed during the silica
litigation.  Absent this evidence, the Debtors remain unconvinced
that prosecution of the proposed claims is in the best interests
of the estate.

                       CSFB Can't File Suit

Mr. Pernick asserts that Credit Suisse First Boston does not have
derivative standing to pursue the case because it failed to
establish that:

   -- the proposed lawsuit against the B-readers has any real
      prospects of succeeding;

   -- pursuit of the claim would be likely to benefit the estate;
      and

   -- the Debtors' refusal to pursue the claim at this time is
      unreasonable or unjustifiable.

                         Core Proceeding

The Debtors believe that CSFB's request to commence an adversary
action in the Debtors' stead is a core proceeding under Section
157 of the Judiciary Procedures Code.  Mr. Pernick points out
that in In re G-I Holdings, Inc. 313 B.R. 612, 621 (Bankr. D.N.J.
2004), the court held that a motion for derivative standing
involving underlying state law claims is a core proceeding.  Mr.
Pernick also notes that bankruptcy courts routinely issue final
orders -- something they cannot do unless the proceeding is core
-- on motions for derivative standing involving underlying state
law claims.

                         CSFB Talks Back

Rebecca S. Butcher, Esq., at Landis Rath & Cobb, LLP, in
Wilmington, Delaware, tells the Court that Owens Corning's
"conditional opposition" to the filing of a lawsuit against
B-readers on its own behalf is premised solely on a fear that the
estate would be subject to unspecified counterclaims -- although
"[t]he Debtor agrees that counterclaims would be without merit."
Owens Corning cites not a single case for the proposition that a
debtor's indemnification against counterclaims is a relevant
factor in deciding whether to authorize a derivative action --
let alone the determinative factor.

Ms. Butcher reminds Judge Fitzgerald that hypothetical
counterclaims are not relevant to the Court's determination of
whether the claims CSFB seeks to advance have "a colorable basis"
and should be pursued.  To determine whether a proposed
derivative claim is colorable, Ms. Butcher points out that in In
re G-I Holdings, Inc, 313 B.R. 612, 631 (Bankr. D.N.J. 2004), the
court looked simply to the allegations that the movant has
proposed and the debtor has refused to prosecute, applying a
motion to dismiss standard.

Owens Corning's fear about pursuing viable claims because of
hypothetical and baseless counterclaims is unfounded.  Moreover,
costs expended in defending against baseless counterclaims, were
they to be filed, are likely to be minimal since it is CSFB's
counsel that would primarily be involved in the lawsuit and any
discovery as to alleged abuse in bringing the action would be
directed at CSFB's motives.  In all events, defense costs
incurred in defending against baseless counterclaims are properly
recovered not from CSFB but from the defendants that improperly
asserted them.  Just as the lawsuit CSFB proposes to file is
subject to the good faith requirement of Rule 11 of the Federal
Rules of Civil Procedure, so too are any counterclaims.

Ms. Butcher also reminds the Court that Owens Corning and its
officers and directors owe fiduciary duties to creditors to
maximize the value of the bankruptcy estate.  It is simply
inconsistent with the fiduciary duties of a debtor-in-possession
and its officers and directors to demand their own
indemnification from a creditor against baseless and hypothetical
counterclaims as the price for giving consent to the creditor to
prosecute colorable claims on the estate's behalf that may
increase the assets available to pay creditors.

In La. World Exposition v. Federal Ins. Co., 858 F.2d 233, 249
(5th Cir. 1998), the Fifth Circuit held that:

     A creditor's interests in a Chapter 11 context are not
     protected where the debtor-in-possession fails to fulfill
     its obligation to collect property of the estate.  If a
     valid -- and potentially profitable -- cause of action
     exists under state law which the debtor-in-possession may
     assert on behalf of the corporation, all creditors are
     harmed when the debtor-in-possession refuses to pursue
     it.  The value of the estate is not maximized and the
     ultimate recovery of all creditors is diminished.

Yet, Owens Corning's proffered course of action is simply to
watch someone else's discovery unfold and potentially change its
mind about suing B-readers later, depending on what develops in
the silica case, rather than pursue its own litigation and take
its own discovery now.  That cannot be the appropriate course for
maximizing the value of the estate, Ms. Butcher contends,
particularly in light of statute of limitations issues that Owens
Corning raised.  The Statute of Limitations provides no basis for
denying CSFB's request for derivative standing.  Unless it is
apparent on the face of CSFB's proposed that the statute of
limitations bars the lawsuit, it would be inappropriate to deny
CSFB's request for derivative standing based on a fact-intensive
affirmative defense that CSFB has had no discovery of and no
chance to oppose and disprove.

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


OWENS CORNING: 2004 Net Income Increased 77% to $204 Million
------------------------------------------------------------
Owens Corning (OWENQ) reported financial results for the fourth
quarter ended December 31, 2004, as well as results for the full
year 2004.

For the fourth quarter of 2004, the company reported net sales of
$1.484 billion, an increase of 16 percent compared to net sales of
$1.275 billion for the same period in the prior year.

Net income for the fourth quarter of 2004 rose 67 percent to
$72 million, compared to net income of $43 million for the fourth
quarter of 2003.  Owens Corning reported income from operations of
$146 million for the quarter, including $21 million of Chapter 11-
related charges and $21 million in asbestos-related insurance
recoveries.

In addition, during the fourth quarter we finalized our recoveries
of insurance proceeds related to the flood at our L'Ardoise,
France facility resulting in a total gain of $28 million,
primarily related to business interruption losses attributable to
the first half of 2004.

For the fourth quarter of 2003, Owens Corning reported income from
operations of $112 million for the quarter, including a credit of
$10 million for restructuring and other charges, $10 million of
Chapter 11-related charges, and $1 million in asbestos-related
insurance recoveries.

For the full year, sales increased 14 percent to $5.675 billion,
compared to $4.996 billion for 2003. Net income increased 77
percent to $204 million, compared to $115 million for all of 2003.
For the full year, Owens Corning reported income from operations
of $427 million, including $54 million of Chapter 11-related
charges, partially offset by $24 million in asbestos- related
insurance recoveries and a credit of $5 million for restructuring
and other charges.  For 2003, Owens Corning reported income from
operations of $267 million, including charges of $34 million for
restructuring and other charges and $85 million of Chapter 11-
related charges, partially offset by $5 million in asbestos-
related insurance recoveries.

Owens Corning increased its cash balance by $120 million during
the year to end 2004 with a cash balance of $1.125 billion.

"We are very pleased with our results for the quarter and the
year," said Dave Brown, Owens Corning's Chief Executive Officer.
"Through a combination of record sales and productivity we offset
significant increases in energy and raw material costs while our
commitment to safety resulted in a significant decline in the
number of injuries sustained by our employees.  We believe that
the overall improvement that we achieved in our operations
positions us well to serve our markets and to continue profitable
growth in 2005."

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


PARMALAT GROUP: U.S. Bankr. Court Okays Accord with SpA & US Units
------------------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates have filed
proofs of claim in excess of $350 million against Parmalat SpA,
Parmalat Finanziaria SpA, and Parmalat Finance Corporation B.V. in
their insolvency proceedings before the Court of Parma in Italy:

   $292,542,198, relating to an intercompany loan and
                 reimbursement credits owing to Farmland Dairies
                 LLC by Parmalat SpA and the same claim in a
                 similar amount against Finanziaria based on an
                 Italian statute that may require Finanziaria to
                 satisfy certain of Parmalat SpA's alleged
                 financial obligations;

     $9,938,081, relating to an intercompany loan allegedly
                 owing to Farmland by Parmalat SpA and the same
                 claim alleging a similar amount against
                 Finanziaria as Parmalat SpA's sole shareholder;

     $8,835,071, relating to amounts allegedly advanced to
                 Transora by Farmland, allegedly at Parmalat
                 SpA's direction, and the same claim in a similar
                 amount against Finanziaria as Parmalat SpA's
                 sole shareholder;

    $20,592,555, relating to amounts allegedly advanced by
                 Farmland to acquire the stock of DASI Products
                 on behalf of Parmalat TechHold Corporation,
                 allegedly at Parmalat SpA's direction, and the
                 same claim in a similar amount against
                 Finanziaria as Parmalat SpA's sole shareholder;

     $5,415,115, relating to amounts allegedly withheld from or
                 paid by Farmland and Milk Products of Alabama
                 LLC for the benefit of Curcastle Corporation
                 N.V., allegedly at Parmalat SpA's direction, and
                 the same claim in a similar amount against
                 Finanziaria;

     $4,258,698, relating to amounts allegedly advanced by
                 Farmland to Parmalat Gelateria U.S.A., Parmalat
                 Gelateria Miami, Inc., and Parmalat Gelateria
                 Houston, Inc., allegedly at Parmalat SpA's
                 direction, and the same claim in a similar
                 amount against Finanziaria as Parmalat SpA's
                 sole shareholder; and

    $17,523,850, relating to reimbursement credits allegedly
                 owing by Parmalat Finance Corp. to Farmland.

Parmalat SpA has acknowledged an obligation to Farmland equal to
approximately $75 million.  Parmalat Finance Corp. also
acknowledged an obligation to Farmland amounting to $13 million.

On December 16, 2004, the Court of Parma allowed the two
acknowledged claims.  The remainder of the U.S. Debtors' more
than $375 million of claims was excluded from the final list of
allowed claims.  The Debtors have appealed the denial of their
unacknowledged claims.

The restructuring plan pending before the Parma Court currently
provides for these creditor recoveries:

        Entity                   Percentage Recovery
        ------                   -------------------
        Parmalat SpA                     7.3%
        Finanziaria                     11.3%
        Parmalat Finance Corp.           4.6%

Nonetheless, Parmalat SpA, Finanziaria, and Parmalat Finance
Corp., pursuant to their restructuring plan, are currently
seeking to subordinate all of the U.S. Debtors' claims based
solely on their corporate affiliation with the U.S. Debtors.

On September 18, 2004, the Debtors filed an objection in the
Italian Insolvency Proceedings, contesting the proposed
restructuring plan and subordination of their claims.

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, tells Judge Drain that it is too early to predict the
likely recovery in respect of the claims against Parmalat SpA and
its affiliates.  However, absent settlement and pending the
occurrence of the effective date of their Plan of Reorganization
and execution of the Litigation Trust Agreement, the U.S. Debtors
intend to prosecute their claims in the Italian Insolvency
Proceedings vigorously.

In addition to the proofs of claim filed against Parmalat SpA,
Finanziaria, and Parmalat Finance Corp. in the Italian Insolvency
Proceedings, the U.S. Debtors have served demand letters on
certain other Parmalat Affiliates -- TechHold, Parmalat Dairy &
Bakery, Inc., Curcastle, and Gelateria -- between June 17, 2004,
and August 6, 2004.  The Parmalat Affiliates have asserted claims
totaling more than $700 million against each of the U.S. Debtors.
Furthermore, certain Parmalat Affiliates asserted claims for
unliquidated and undetermined amounts against each of the U.S.
Debtors alleging breaches of obligations.

Absent a settlement, the U.S. Debtors would object to each of
Parmalat SpA's claims and those of its affiliates.  Based on the
analysis of the proofs of claim, the Debtors believe that the
vast majority of the claims filed by the Parmalat Affiliates have
no merit.

The U.S. Debtors would also seek to recharacterize some or all of
the claims as equity investments, and alternatively, seek to have
those claims subordinated to all general unsecured claims or to
other equity.  Based on their investigation, the Debtors believe
that the claims filed by the Parmalat Affiliates were not bona
fide debt, but were instead disguised equity investments in the
Debtors, and that Parmalat Affiliates engaged in inequitable and
unfair conduct, and, in the process, breached fiduciary duties
owed to the Debtors, therefore causing injury to the Debtors'
creditors and conferring an unfair advantage on the Parmalat
Affiliates and certain of their officers and directors.

The U.S. Debtors plan to file substantive objections to all, or
substantially all, of Parmalat SpA's and its affiliates' claims,
arguing that the claims:

    (i) were filed against the wrong Debtor,

   (ii) lack support,

  (iii) are subject to set off or recoupment;

   (iv) are barred by the applicable statute of limitations; and

    (v) are barred by Section 502(d) of the Bankruptcy Code
        because the claimants have not paid amounts owed to the
        Debtors' estates under Sections 542, 543, 550, or 553.

The U.S. Debtors believe that the claims asserted by the Parmalat
Affiliates, if not subordinated or recharacterized, could be
reduced to no more than $212 million against Parmalat USA Corp.
and disallowed in full against both Farmland and Milk Products.
To the extent that certain claims were allowed, the Debtors
intended to set off, to the greatest extent possible, the amounts
they are owed against the claims.

The U.S. Debtors also anticipate that TechHold would contest the
order temporarily enjoining its transfer of the DASI patents, and
seek to hold the Debtors liable for administrative claims for the
alleged unauthorized use of the DASI patents during the Chapter
11 cases.  In addition, TechHold would seek to enjoin Reorganized
Farmland from using the DASI patents, and Parmalat SpA would seek
to enjoin the Debtors from using the Parmalat trademark in the
event that the Plan were confirmed over the objections of the
Parmalat Affiliates.  Moreover, Parmalat SpA would seek allowance
of an administrative claim against the Debtors for their alleged
unauthorized use of the Parmalat trademark during the course of
the Chapter 11 cases, which the Debtors would vigorously contest.

Mr. Selbst notes, however, that the U.S. Debtors cannot predict
with certainty the duration of any litigation, the success of the
litigation or the issues that could thereafter become subject to
appeal.  Yet, one thing is clear -- given the magnitude of the
claims, the number of claimants, and the fact that virtually all
of the Parmalat Affiliates are foreign entities or persons, the
litigation of the claims is likely to be lengthy and expensive.

To settle all issues with respect to Parmalat SpA and its
affiliates, the U.S. Debtors engaged in discussions and,
subsequently, entered into a settlement agreement with the
Parmalat Affiliates.

By this motion, the U.S. Debtors ask Judge Drain to approve the
Settlement Agreement.

                         Settling Parties

The U.S. Debtors, GE Capital Public Finance, Inc., as lessor
under the Master Lease Financing Agreement, General Electric
Capital Corporation, as agent under the Master Lease, and the
Official Committee of Unsecured Creditors constitute one side of
the negotiating table.

The other side consists of Parmalat SpA and 32 of its affiliates:

     * Parmalat Holdings Limited,
     * Parmalat Dairy & Bakery, Inc.,
     * Parmalat Food, Inc.,
     * BF Holdings USA, Inc.,
     * Eaux Vives Harricana, Inc.,
     * Parmalat Finanziaria SpA,
     * Fratelli Strini Costruz Meccaniche S.r.l.,
     * Centro Latte Centallo S.r.l.,
     * Coloniale S.p.A.,
     * Contal S.r.l.,
     * Eliair S.r.l.,
     * Eurolat S.p.A.,
     * Geslat S.r.l.,
     * Hit International S.p.A.,
     * Hit S.p.A.,
     * Lactis S.p.A.,
     * Parmalat Soparfi S.p.A.,
     * Newco S.r.l.,
     * Nuova Holding S.p.A.,
     * Olex S.A.,
     * Panna Elena S.r.l.,
     * Parmengineering S.r.l.,
     * Dairies Holding International BV,
     * Parmalat Capital Netherlands BV,
     * Parma Food Corporation BV,
     * Parmalat TechHold Corporation,
     * Parmalat Finance Corporation BV,
     * Parmalat Netherlands BV,
     * Curcastle Corporation NV,
     * Parmalat Gelateria U.S.A.,
     * Parmalat Gelateria Miami, Inc., and
     * Parmalat Gelateria Houston, Inc.

                       Settlement Agreement

Under the terms of the Settlement, the Parmalat Affiliates agree
to pay the Farmland Litigation Trust $22 million.

In consideration of the proceeds to be received by GE Capital
Public Finance from the Litigation Trust under the Plan and the
other consideration provided, GE Capital Public Finance and GECC
will sell and assign to the Litigation Trust all rights, claims
and causes of action against any or all of the Parmalat
Affiliates arising under or relating to the Master Lease, or the
use of the proceeds, or the U.S. Debtors, except for the allowed
claims of GE or the participants under the Master Lease in the
Italian Insolvency Proceedings.

The Master Lease Participants are:

   1.  Societe Generale Financial Corp.,
   2.  ING Capital LLC,
   3.  Bank Hapoalim, B.M., and
   4.  GECPAC Investment II, Inc.

                         Trademark Issues

(A) "Parmalat" Trademark Granted to Farmland

     -- In connection with UHT and aseptic products, Farmland
        will pay Parmalat SpA 0.5% of gross sales using the
        trademark for the first two years, 1% of gross sales
        using the trademark for the third year and 2% of gross
        sales using the trademark thereafter; 5-year term with
        renewal options reasonably acceptable to Farmland, GE,
        and the Parmalat Affiliates; assignable to purchaser of
        assets or business; exclusive use for UHT and aseptic
        products authorized only in the U.S. and Puerto Rico;

     -- In connection with the sales of fresh milk for three
        months after the Closing Date, Farmland will pay Parmalat
        SpA $0.01 per gallon of fresh milk sold using the
        trademark in current territories; and

     -- Parmalat SpA retains quality control rights.

(B) DASI Technology Granted to Farmland:

    Farmland will pay TechHold 1% of gross sales using the
    technology until expiration of the patents; use out of
    current production facilities.  The U.S. Debtors will
    withdraw all claims against the Parmalat Affiliates.

(C) "Parmalat" trademark Granted to Atlanta Purchaser:

    Farmland will pay Parmalat SpA $0.01 per gallon of fresh
    milk sold using the trademark; three-year term; current
    territories; Parmalat S.p.A. retains quality control rights.

(D) "Active" trademark Granted to Atlanta Purchaser:

    Farmland will pay Parmalat SpA 2% of gross sales using the
    trademark; five-year term; renewal options; exclusive use in
    current territories; Parmalat SpA retains quality control
    rights.

                       Resolution of Claims

Parmalat USA, Farmland and Milk Products will:

   (a) withdraw any and all claims and appeals against Parmalat
       SpA, Finanziaria, Parmalat Finance Corp. and EVH; and

   (b) provide the Parmalat Affiliates with a letter stating that
       all amounts formerly due from Parmalat SpA, PDBI,
       TechHold, Curcastle, Parmalat Gelateria, Parmalat
       Gelateria Houston, and Parmalat Gelateria Miami to the
       Debtors have been cancelled and are no longer due and
       owing.

The Parmalat Affiliates will withdraw any and all claims against
the U.S. Debtors.

                           Other Terms

Parmalat SpA is to obtain warrants equal to 10% of the fully
diluted common equity interest in Reorganized Farmland
exercisable upon sale or recapitalization of Reorganized Farmland
at a strike price based on 10% of the common equity value less
$32 million.

Farmland will transfer certain unused DASI equipment located at
its Wallington, New Jersey plant to PDBI at PDBI's expense.

The parties also agree to various cooperative commercial
endeavors.

The U.S. Debtors agree not to cause the Effective Date of their
Plan to occur before March 25, 2005.  In the event the parties
are unable to agree on any provisions of the Settlement
Agreement, any of the Debtors, GE, the Creditors Committee, or
the Parmalat Affiliates may submit their disagreement to the
U.S. Bankruptcy Court for the Southern District of New York and
the Court will conduct a conference or hearing and determine the
disputed matter promptly.

                          *     *     *

"Motion granted," Judge Drain rules.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  The Bankruptcy Court confirmed the U.S. Debtors' Plan of
Reorganization on March 7, 2005. (Parmalat Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT GROUP: SpA Amends Recovery Ratios under Plan
-----------------------------------------------------
On February 19, 2005, Enrico Bondi, serving as the Extraordinary
Commissioner of Parmalat Finanziaria SpA and its affiliates,
filed with the Italian Ministry of Production Activities an
application to amend the method of implementing the June 2004
Restructuring Program of the Parmalat Group and the Proposal of
Composition with Creditors, as well as other changes and
clarifications.

Finanziaria revised the recovery ratios applicable to the claims
of the unsecured creditors of the 16 companies under
Extraordinary Administration that are included in the Proposal of
Composition with Creditors.  The final calculation of the
Recovery Ratios was made on the basis of the lists of creditors
filed with the Court of Parma on December 16, 2004, and of the
challenges filed by January 12, 2005, by creditors residing in
Italy and by January 27, 2005, by creditors residing outside
Italy.

The Application was approved March 1, 2005, by the MPA, acting in
concert with the Minister of Farming and Forestry Policies,
Parmalat said in a press release on March 2.

The Restructuring Program and the Proposal of Composition with
Creditors was initially approved by the MPA July 23, 2004.

A full-text copy of Parmalat's press release and related exhibits
is available at no charge at:

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

                    Changes and Clarification

Parmalat clarifies certain assumptions contained in the Proposal
of Composition with Creditors and the Restructuring Program:

   (a) The final recovery ratios were calculated after the
       publication of the lists of creditors.  The sums of assets
       take into account significant events that have occurred
       between the date when the Restructuring Program was first
       released and now, when those events have produced material
       changes in the valuations made.

   (b) The publication of the final recovery ratios, of the claim
       reductions under the composition with creditors and of the
       amount of the capital increase reserved for eligible
       unsecured creditors is expected to take place after the
       lists of creditors have been published and after the
       expiration of the statutory deadlines for filing
       challenges to the list.

   (c) To comply with the provisions of the statutes governing
       financial markets, which require that the resolution
       approving the Assumptor's capital increase be adopted
       before a resolution accepting the Assumptor's securities
       for listing may be issued and the Consob approves the
       Prospectus, Fondazione Creditori Parmalat is required to
       approve the capital increases reserved for eligible
       unsecured creditors, creditors who challenged the sum of
       liabilities, creditors with conditional claims and late-
       filing Creditors after the publication of the final
       recovery ratios, rather than after the approval of the
       Proposal of Composition with Creditors.  In addition, the
       capital increase must be subscribed in full by Fondazione
       Creditori Parmalat on behalf of eligible unsecured
       creditors after the Proposal of Composition with Creditors
       has been approved.

   (d) Additional open and fractionable capital increases -- for
       distribution of shares to creditors challenging the list
       of creditors and having conditional claims, and to allow
       the issuance of warrants -- may be carried out within a
       10-year rather than a 5-year deadline.  A further open and
       fractionable capital increase may be carried out within
       10 years to distribute shares to eligible unsecured
       creditors with a title and cause that predates the date
       when the companies that are parties to the Proposal of
       Composition with Creditors were declared eligible for
       Extraordinary Administration Proceedings, including
       creditors whose claims were not included in the sum of
       liabilities but were later verified by a court decisions
       that has become final and, therefore, can no longer be
       challenged, or creditors whose claim was verified pursuant
       to a settlement with the Assumptor.  The capital increase
       and any subsequent capital increases that may be approved
       for the purpose of distributing shares to late-filing
       creditors must be carried out at par and must not be
       subject to the preemptive rights of other stockholders, as
       an exception to the provisions of Article 2441, Section
       Six, of the Italian Civil Code.

   (e) Article 31 of the Assumptor's Bylaws, a significant
       portion of which is reflected in Paragraph 4.5 of the
       Proposal of Composition with Creditors, will be amended by
       an Extraordinary Stockholders' Meeting of the Assumptor to
       address the issues regarding the Assumptor's securities.
       Article 31 of the Assumptor's Bylaws will also be amended
       to change from the current 12 months to 14 months the term
       of office of a seven-member Board of Directors, beginning
       on the date when the purchase by the Foundation of the
       Assumptor's entire capital stock is recorded in the
       Company Register.  The Assumptor's Bylaws will also be
       amended to address the issues regarding capital increases.

   (f) As a partial exception to the guidelines contained in the
       Proposal of Composition with Creditors and the
       Restructuring Program, which require that the interests
       held by the Proposal's parties in companies under
       Extraordinary Administration may not be transferred to the
       Assumptor, the interests held by Parmalat SpA and Contal
       S.r.l. in Boschi Luigi e Figli S.p.A. will be transferred
       to the Assumptor.

   (g) With regard to the treatment of certain debt instruments,
       upon filing the final lists of creditors, the Giudice
       Delegato, as an exception to the Restructuring Program:

       -- admitted as a conditional claim against Parmalat SpA
          the claim filed by WestLB with respect to preferred
          shares issued by Parmalat Capital Finance Ltd. "in
          light of the fact that Parmalat Capital Finance Ltd. is
          not in bankruptcy procedure," while previously that
          claim had been excluded by Dr. Bondi in accordance with
          the guidelines adopted for the handling of subordinated
          guarantees; and

       -- never admitted the make-whole-amount claim for the
          private placements of companies other than Parmalat SpA
          that were admitted to the Extraordinary Administration
          proceedings.

       In the Restructuring Program, this claim had been included
       among the liabilities of the issuer.  As a result, Dr.
       Bondi will compute the sums of assets and sums of
       liabilities and the recovery ratios without taking into
       account the make whole call but including the WestLB claim
       with respect to preferred shares, in accordance with the
       decisions handed down by the Giudice Delegato upon the
       filing of the enforceable lists of creditors.

   (h) The Proposal of Composition with Creditors states that
       creditors retain in full their right to pursue joint
       obligors, sureties or obligors in recovery actions, as
       allowed under the general rule set forth in the provisions
       of Articles 135 and 184 of the Italian Bankruptcy Law that
       govern compositions with creditors.

   (i) As stated in the Restructuring Program, the Group planned
       to change its strategy in South America concurrently with
       the implementation of its Industrial Plan.  More
       specifically, in light of the deterioration caused to the
       financial position of the Venezuelan operations by certain
       political developments and despite the commitment of the
       Parmalat Group to protect the value and viability of the
       Venezuelan operating companies, there is no certainty that
       these companies will continue to be included among the
       Group's core businesses in the future.

                       New Recovery Ratios

The Recovery Ratio is the ratio between the sum of assets and the
sum of liabilities applicable to the claims of the unsecured
creditors of the 16 companies included in the Proposal of
Composition with Creditors.

The sum of assets of each of the relevant companies primarily
includes:

   1.  operating businesses;
   2.  equity investments;
   3.  any cash or cash equivalents; and
   4.  financial receivables.

The sum of liabilities of each company includes:

   1.  admitted claims of unsecured creditors;

   2.  conditional claims of unsecured creditors and claims
       verified with reservation of unsecured creditors who
       filed challenges within the statutory deadlines;

   3.  rejected claims of unsecured creditors who filed
       challenges within the statutory deadlines, after
       deducting with a conservative approach those challenges
       that are deemed to be without merit; and

   4.  unsecured intra-Group claims of the 16 companies that
       were not included in the Lists of Creditors but were used
       for Recovery Ratio computation purposes.

The Recovery Ratios listed in the previously approved
Restructuring Program were the product of a provisional analysis,
as changes were likely to occur in the sums of liabilities of the
relevant companies, with a corresponding impact on their sums of
assets.  The main changes made to the calculation of Recovery
Ratios also take into account significant events that have:

     * occurred since the Ratios were published in July 2004; and

     * have produced material changes to the valuations at
       January 1, 2004.

More specifically:

   -- The valuations of the operating businesses of Eurolat and
      Boschi Luigi e Figli and of those located in Venezuela and
      Portugal have been updated.

   -- In light of the data contained in the Parmalat Group's
      Semiannual Report at June 30, 2004, the writedowns of
      certain balance sheet items booked as a result of the
      conservative approach used in computing the provisional
      Recovery Ratios as of July 2004 have been reversed.

   -- The proceeds generated by the Nextra settlement in October
      2004 have been taken into account.

   -- The allocation of the costs incurred in connection with the
      Extraordinary Administration Proceedings have also been
      taken into account.

   -- In accordance with the guidelines provided by the Giudice
      Delegato and in contrast with the process followed in July
      2004, intercompany loans are no longer subordinated, even
      when the provisions of Articles 2467 and 2497-quinquies of
      the Italian Civil Code are applicable and all intra-Group
      receivables and payables are netted out.

The final Recovery Ratios for each of the 16 companies under
Extraordinary Administration are:

      Company                         Revised Recovery Ratio
      -------                         ----------------------
      Parmalat Finanziaria SpA                  5.7%
      Parmalat SpA                              6.9%
      Centro Latte Centallo Srl                64.8%
      Contal Srl                                7.1%
      Eurolat SpA                             100.0%
      Parmengineering Srl                       4.9%
      Geslat Srl                               28.2%
      Lactis SpA                              100.0%
      Newco Srl                                14.0%
      Panna Elena CPC Srl                      75.7%
      Olex SA                                   2.3%
      Parmalat Soparfi SA                      21.0%
      Dairies Holding International BV         39.2%
      Parmalat Capital Netherlands BV           5.3%
      Parmalat Finance Corporation BV           5.0%
      Parmalat Netherlands BV                   6.4%

The final claim reductions under the composition with creditors
are:

(In EUR Millions)

                               Third       Intra-      Total
                               Parties'    Group       Unsecured
Company                        Claims      Claims      Claims
-------                        ----------  ----------  ---------
Parmalat Finanziaria SpA         1,885.1     1,363.1    3,248.2
Parmalat SpA                    11,910.2     1,575.3   13,485.5
Centro Latte Centallo Srl           13.3         0.0       13.3
Contal Srl                         141.0       242.1      383.1
Eurolat SpA                        209.2        66.9      276.1
Parmengineering Srl                  7.5        93.1      100.6
Geslat Srl                         117.3        71.4      188.8
Lactis SpA                          17.8         9.0       26.8
Newco Srl                            3.3        12.2       15.4
Panna Elena CPC Srl                  8.2         6.9       15.2
Olex SA                              0.1       558.8      558.8
Parmalat Soparfi SA                573.8       232.6      806.4
Dairies Holding International        0.0       413.9      414.0
Parmalat Capital Netherlands       335.1         0.0      335.1
Parmalat Finance Corporation     5,427.8       540.0    5,967.7
Parmalat Netherlands BV            564.8       292.9      857.7
                               ----------  ----------  ---------
   Total                        21,214.4     5,478.3   26,692.7


(In EUR Millions)

                              Estimate Sum of    Claim Reduction
                              Assets to Compute  Under Compos.
Company                       Recovery Ratio     with Creditors
-------                       -----------------  ---------------
Parmalat Finanziaria SpA              185.7           3,062.5
Parmalat SpA                          936.5          12,549.0
Centro Latte Centallo Srl               8.6               4.7
Contal Srl                             27.1             356.1
Eurolat SpA                           316.7               0.0
Parmengineering Srl                     4.9              95.7
Geslat Srl                             53.3             135.5
Lactis SpA                             55.9               0.0
Newco Srl                               2.2              13.3
Panna Elena CPC Srl                    11.5               3.7
Olex SA                                12.7             546.2
Parmalat Soparfi SA                   169.5             636.9
Dairies Holding International         162.3             251.7
Parmalat Capital Netherlands           17.7             317.4
Parmalat Finance Corporation          299.3           5,668.5
Parmalat Netherlands BV                54.9             802.7
                              -----------------  ---------------
   Total                            2,318.6          24,443.8

The final Recovery Ratios will be used to determine the number of
Assumptor shares and warrants that will be awarded to the
unsecured creditors of the companies that are parties to the
Proposal of Composition with Creditors.

As previously reported, the Proposal of Composition with
Creditors calls for:

   * Settlement in cash by the Assumptor of 100% of all
     preferential claims;

   * Settlement in cash by the Assumptor of 100% of all
     pre-deduction claims;

   * Partial settlement of unsecured claims through the allotment
     of Assumptor shares, the number of which will vary depending
     on the different debtor companies, and warrants, which will
     be awarded free of charge to each creditor on the basis of
     one warrant for every allocated share for the first 650
     allotted shares.  Each warrant will give the right to buy
     one share.  Each Warrant gives an unsecured creditor the
     ongoing right to buy one Assumptor share at par value during
     the first 10 days of the month following the month in which
     the creditor files an application to buy in each calendar
     year from 2005 through 2015.

The unsecured creditors of each company, excluding the claims of
companies under Extraordinary Administration that are included in
the Proposal of Composition with Creditors that will not receive
Assumptor shares, will receive a percentage of the Assumptor's
shares determined by weighing the total of their claims on the
basis of the applicable Recovery Ratios and determining their
"weight" within the final stockholder base of the Assumptor:

                               Debt weighted
                               accdg to Recovery  % of Assuntore
Company                        Ratio (EUR/mln)    shares
-------                        -----------------  ---------------
Parmalat Finanziaria SpA               128.4             7.2%
Parmalat SpA                           881.2            49.5%
Centro Latte Centallo Srl                8.6             0.5%
Contal Srl                              11.6             0.7%
Eurolat SpA                            224.7            12.6%
Parmengineering Srl                      0.4             0.0%
Geslat Srl                              33.3             1.9%
Lactis SpA                              18.0             1.0%
Newco Srl                                0.5             0.0%
Panna Elena CPC Srl                     6. 2             0.4%
Olex SA                                  0.1             0.0%
Parmalat Soparfi SA                    120.6             6.8%
Dairies Holding International           16.0             0.9%
Parmalat Capital Netherlands            17.7             1.0%
Parmalat Finance Corporation           274.7            15.4%
Parmalat Netherlands BV                 37.9             2.1%
                               -----------------  ---------------
   Total                             1,780.0           100.0%

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  The Bankruptcy Court confirmed the U.S. Debtors' Plan of
Reorganization on March 7, 2005. (Parmalat Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


POLYONE CORP: Expects Revenues to Increase in First Quarter 2005
----------------------------------------------------------------
PolyOne Corporation (NYSE: POL) reaffirmed its expectation that
revenues from continuing operations in first-quarter 2005 should
increase between 12 percent and 15 percent over fourth-quarter
2004 revenues.  Volume shipments should improve in the previously
projected range of 5 percent to 7 percent, with the balance of
revenue increases driven by higher product prices and foreign
exchange.

Due to success in raising product prices, PolyOne continues to
anticipate sequential margin improvement.  The Company projects
that sales and margin improvements will result in an operating
income increase from continuing operations of $13 million to
$20 million over fourth-quarter 2004.  Included in this total is
an increase in Resin and Intermediates segment operating income
that is larger than previously anticipated.

As earlier projected, the R&I segment should continue in the first
quarter to benefit from increasing market prices for polyvinyl
chloride resins and caustic soda, and from an increase in PVC
resin demand compared with the fourth quarter.  PVC resin and
chlor-alkali margins are strengthening more rapidly than
previously anticipated; consequently, PolyOne now expects R&I
operating income to improve between $5 million and $8 million in
the first quarter compared with fourth-quarter 2004.

As a result of an improved shipment outlook for the Specialty
Resins business, net income from discontinued operations should be
higher than the Company's earlier projection.  PolyOne now
anticipates that net income for discontinued operations will
increase between $2 million and $3 million in the first quarter
compared with the fourth quarter.

For 2005, PolyOne continues to project cash generation levels
approaching those realized in 2004, before any divestments.  As
previously disclosed, however, strong sequential first quarter
revenue growth carries with it a significant build in working
capital and results in negative cash flow for the quarter.

PolyOne Corporation -- http://www.polyone.com/-- with 2004 annual
revenues of approximately $2.2 billion, is a leading global
compounding and North American distribution company with
continuing operations in thermoplastic compounds, specialty
polymer formulations, color and additive systems, and
thermoplastic resin distribution.  Headquartered in northeast
Ohio, PolyOne has employees at manufacturing sites in North
America, Europe, Asia and Australia, and joint ventures in North
America and South America.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Moody's Investors Service affirmed PolyOne Corp.'s Senior Implied
rating at B2.  In addition, Moody's ratings for the Company's
senior unsecured notes and issuer rating were affirmed at B3.  The
rating outlook has been changed to stable from negative.

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Fitch Ratings has affirmed PolyOne Corporation's credit ratings
and revised the Rating Outlook to Stable from Negative.  PolyOne
is rated by Fitch:

     -- Senior secured credit facility 'BB-';
     -- Senior unsecured debt 'B'.

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Standard & Poor's Ratings Services revised its outlook on PolyOne
Corp. to stable from negative.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.


POLYONE CORP: To Hold 1st Quarter Conference Call on April 29
-------------------------------------------------------------
PolyOne Corporation (NYSE: POL) will release its first-quarter
2005 earnings after the close of business on Thursday,
April 28, 2005, and will host a conference call at 10:00 a.m.
Eastern time on Friday, April 29, 2005.

The conference dial-in number is 888-489-0038 (domestic) or
706-643-1611 (international), conference topic: PolyOne Earnings
Call.

The replay number is 800-642-1687 (domestic) or 706-645-9291
(international).  The conference ID for the replay is 9931951. The
call will be broadcast live and then via replay for two weeks on
the Company's Web site at http://www.polyone.com/

PolyOne Corporation -- http://www.polyone.com/-- with 2004 annual
revenues of approximately $2.2 billion, is a leading global
compounding and North American distribution company with
continuing operations in thermoplastic compounds, specialty
polymer formulations, color and additive systems, and
thermoplastic resin distribution.  Headquartered in northeast
Ohio, PolyOne has employees at manufacturing sites in North
America, Europe, Asia and Australia, and joint ventures in North
America and South America.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Moody's Investors Service affirmed PolyOne Corp.'s Senior Implied
rating at B2.  In addition, Moody's ratings for the Company's
senior unsecured notes and issuer rating were affirmed at B3.  The
rating outlook has been changed to stable from negative.

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Fitch Ratings has affirmed PolyOne Corporation's credit ratings
and revised the Rating Outlook to Stable from Negative.  PolyOne
is rated by Fitch:

     -- Senior secured credit facility 'BB-';
     -- Senior unsecured debt 'B'.

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Standard & Poor's Ratings Services revised its outlook on PolyOne
Corp. to stable from negative.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.


RADNOR HOLDINGS: S&P Junks Corporate Credit & Senior Note Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'B-' corporate
credit and senior secured note ratings on Radnor Holdings
Corporation to 'CCC+'.  The 'CCC' senior unsecured note
rating was lowered to 'CCC-'.

All ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 20, 2003. The CreditWatch placement
followed the company's debt-financed acquisition of Polar Plastics
Inc., but has focused subsequently on Radnor's deteriorating
financial performance and business challenges.  Total
debt outstanding as of Sept. 24, 2004, was approximately $298
million.

"The downgrade reflects Radnor's inability to materially improve
its already weak liquidity position ahead of approximately $9
million in interest payments due within the next 45 days on its
debt obligations," said Standard & Poor's credit analyst Franco
DiMartino.

Following the company's debt-financed acquisition of Polar in late
2003, numerous price increases in raw materials and a material
delay in the commercial introduction of polypropylene cold drink
cups have hampered the company's ability to improve operating
profitability as anticipated, thus requiring another $10 million
increase to the revolving credit facility in February 2005 and
relaxed financial covenants.

Elevated raw-material costs, which could trend upward again due to
rising crude oil and natural gas prices, and higher working
capital requirements and capital spending related to the
polypropylene cups rollout, heighten concerns regarding the
company's liquidity in the coming months.  Radnor, Pennsylvania-
based Radnor is the second-largest competitor in the foam segment
of the U.S. disposable cup and container market.

The CreditWatch will be resolved following an assessment of
Radnor's prospects to restore credit quality and preserve
liquidity in the face of its near-term interest payments.
Accordingly, the ratings could be lowered again if liquidity
deteriorates further or if Radnor is unable to solidify its
financial profile through an operating turnaround or other steps,
including the potential sale of noncore assets or an initial
public offering of equity securities.  Conversely, the receipt of
cash proceeds from an asset sale or meaningful operational
turnaround will result in a reevaluation of Radnor's
liquidity position and would add support to the ratings.


REVLON INC: Stockholders' Deficit Narrows to $1.02 Billion
----------------------------------------------------------
Revlon, Inc., (NYSE: REV) reported strong results for the fourth
quarter ended December 31, 2004, with net earnings of $46 million.
The Company also disclosed full year operating earnings and
Adjusted EBITDA in line with expectations.

Fourth Quarter 2004 Highlights:

   -- achieved the Company's first profitable quarter in six
      years, with net earnings of $46 million;

   -- achieved Adjusted EBITDA of $99 million (including
      $6 million in restructuring-related charges);

   -- successfully executed the Company's extensive new products
      sell-in for 2005; and

   -- grew net sales by 3% (+5% excluding growth plan provisions
      that benefited the year-ago period).

Full Year 2004 Highlights:

   -- met profit expectations for the year, with Adjusted EBITDA
      of $193 million (including $6 million of restructuring-
      related charges);

   -- improved operating income margin to approximately 7% of net
      sales;

   -- dramatically improved the Company's capital structure,
      reducing net interest expense in 2004 by $44 million; and

   -- significantly strengthened the capability of the Revlon
      organization.

Commenting on the Company's performance, Revlon President and
Chief Executive Officer Jack Stahl stated, "Our performance in
2004 was strong across a number of dimensions.  Building on the
solid foundation we established in 2003 to strengthen our brands,
our retail partnerships, and our organization, we made dramatic
progress in 2004 to strengthen our balance sheet and improve our
capital structure.  We are pleased with our financial performance
for the year, achieving Adjusted EBITDA of $193 million, including
$6 million of restructuring expenses."

Commenting on the Company's outlook, Mr. Stahl continued, "While
we still have a lot of work to do, we are now a much stronger
company, positioned to capitalize on the growth opportunities our
strong brand portfolio and strengthened new product capability
provide.  As we previously indicated, in 2005, drawing on the
resources provided by our actions to improve efficiencies and
profit margins, we are increasing marketing investment behind our
key brands and new products, particularly in the early part of
this year.  This investment will obviously have an impact on the
quarterly flow of our results.  We are optimistic about our
outlook for 2005 and beyond, and we are committed to continuing to
take aggressive actions to position Revlon to achieve our
objective of long-term, profitable growth and value creation."

                     Fourth Quarter Results

Net sales in the fourth quarter of 2004 advanced 3% to
$378 million, compared with net sales of $369 million reported in
the fourth quarter of 2003.  Excluding sales-related growth plan
provisions that benefited net sales in the fourth quarter of 2003,
net sales in the fourth quarter of 2004 advanced approximately 5%.
This growth was primarily driven by North America, largely
reflecting the strong sell-in of new products for 2005, and
favorable foreign currency translation, which benefited the sales
comparison by approximately two percentage points in the quarter.
Partially offsetting these positive factors were lower licensing
revenues in the quarter.

In North America, net sales for the quarter grew 1% to
$251 million, versus $249 million in the fourth quarter of 2003.
Excluding sales-related growth plan provisions that benefited net
sales in the year-ago period, net sales in North America advanced
approximately 5%.  This performance reflected broad-based shipment
strength across the portfolio, fueled by the successful sell-in of
new products for 2005.  Partially offsetting the strong shipment
performance were lower licensing revenues and higher returns,
allowances and discounts, including an increase in the sales
incentives component of brand support.

In International, net sales for the quarter grew 6% to
$127 million, versus $120 million in the fourth quarter of 2003.
This growth primarily reflected the impact of favorable foreign
currency translation and lower returns and allowances, including
the impact of modest growth plan provisions in the year-ago
period.  Excluding the impact of favorable foreign currency
translation and growth plan-related returns and allowances,
International net sales were up 1% versus year-ago.

Operating income in the fourth quarter was $72 million, versus
operating income of $37 million in the fourth quarter of 2003.
Adjusted EBITDA in the fourth quarter of 2004 was $99 million,
compared with Adjusted EBITDA of $64 million in the same period
last year.  This performance primarily reflected the growth in net
sales and the achievement of operational efficiencies, stemming
from the Company's strategic margin initiatives.  Also
contributing to the improvement in earnings was lower
discretionary spending, while total brand support was essentially
even with year-ago.

Operating income and Adjusted EBITDA in the fourth quarter of 2004
included charges totaling approximately $7 million and $6 million,
respectively, for restructuring and additional consolidation
costs, while operating income and Adjusted EBITDA in the fourth
quarter of 2003 included such charges totaling approximately
$5 million.

Adjusted EBITDA is a non-GAAP measure that is defined in the
footnotes to this release and which is reconciled to the Company's
most directly comparable GAAP measures, net loss and cash flow
from or used for operating activities, in the accompanying
financial tables.  Also provided in the accompanying financial
tables are reconciliations of reported net sales to net sales
excluding growth plan provisions, Adjusted EBITDA excluding growth
plan charges and restructuring-related expenses (which is a non-
GAAP measure), to net loss and cash flow from or used for
operating activities, and operating income to operating income
excluding growth plan and restructuring-related expenses (which is
a non-GAAP measure).

The Company generated net income in the fourth quarter of
$46 million compared with a net loss of $13 million in the fourth
quarter of 2003.  This improvement reflected the growth in
operating income, coupled with significantly lower interest
expense due to the Company's capital structure improvements
achieved during the year.  The diluted per share comparison was
impacted by the Company's debt-for-equity exchange offers,
consummated in March 2004, which significantly increased common
shares outstanding in 2004.

Cash flow from operating activities in the fourth quarter of 2004
was $41 million, compared with cash flow from operating activities
of $18 million in the fourth quarter of 2003.

                       Full-Year Results

Net sales of $1.297 billion for the full year of 2004 were
essentially even with net sales of $1.299 billion for the full
year of 2003.  Excluding the benefit of favorable foreign currency
translation, net sales for the full year declined approximately
3%.  This performance largely reflected higher returns,
allowances, and discounts, including brand support in the form of
sales incentives, which offset modestly higher shipments and
increased licensing revenues, stemming from the prepayment of
certain minimum royalties and renewal fees.

In North America, net sales of $856 million in 2004 were down 4%
versus net sales of $891 million in 2003.  This performance
largely reflected higher returns, allowances, and discounts, due
to the impact of the Company's more extensive new products program
for 2005 (which drove higher returns and allowances in 2004 to
make space at retail for the new items) and the comparatively
lower returns provisions established in 2003, as well as increased
brand support in the form of sales incentives.  These factors were
partially offset by modestly higher shipments in North America and
the aforementioned increased licensing revenues for the full year.

International net sales of $442 million advanced 8% versus
International net sales of $409 million in 2003.  This growth
primarily reflected the benefit of favorable foreign currency
translation, partially offset by higher brand support that
impacted net sales in the form of sales incentives.  Excluding the
benefit of favorable foreign currency translation, International
net sales were up 1% in 2004.

Operating income for the full year of 2004 was $89 million, versus
operating income of $21 million in 2003.  This improvement was
primarily driven by the achievement of operational efficiencies,
as well as modestly higher shipments, the aforementioned increase
in licensing revenues, lower total brand support, and the absence
of growth plan charges in 2004.  Partially offsetting these
benefits were returns, allowances and discounts that were higher
compared to the 2003 provision, which benefited from revisions to
previous estimates.

Operating income in 2004 included approximately $7 million for
restructuring and additional consolidation costs, while the full
year of 2003 included charges totaling approximately $31 million
associated with the Company's growth plan, as well as $7 million
for restructuring and additional consolidation costs.  Excluding
the aforementioned growth plan and other charges, operating income
in 2004 was $96 million, or 7.4% of net sales, versus operating
income in 2003 of $59 million, or 4.6% of net sales.

Adjusted EBITDA in 2004 was $193 million, compared with Adjusted
EBITDA of $122 million in 2003.  Adjusted EBITDA in 2004 included
approximately $6 million for restructuring, while Adjusted EBITDA
in 2003 included approximately $29 million of expenses associated
with the Company's growth plan, as well as charges totaling
$6 million for restructuring.  Excluding the aforementioned growth
plan and restructuring charges, Adjusted EBITDA in 2004 was
$199 million, up approximately 27% versus Adjusted EBITDA of
$157 million in 2003.

Net loss in 2004 was $143 million compared with a net loss of
$154 million in 2003.  The 2004 performance included $91 million
of expenses associated with the early extinguishment of debt
associated with the Company's debt-for-equity exchange offers and
subsequent refinancing activities.  These expenses essentially
offset the Company's improvement in operating income and
significant reduction in interest expense stemming from the
capital structure improvements achieved during the year.  The
diluted per share comparison was impacted by the Company's
aforementioned exchange offers, which significantly increased
common shares outstanding in the 2004 period.

Cash flow used for operating activities in 2004 was $94 million,
compared with cash flow used for operating activities of
$166 million in 2003.

                      Marketplace Results

In terms of U.S. marketplace performance, according to ACNielsen,
the color cosmetics category declined versus year-ago by 4.3% for
the quarter and 2.5% for the full year.  Market share for the
quarter for Revlon and Almay combined totaled 20.8%, compared with
21.2% in 2003.  For the year, combined market share totaled 21.5%
in 2004, compared with 22.3% in 2003.  The Company indicated that
its share performance reflected less share contribution from new
products in 2004 versus 2003, as the Company transitioned to its
new, cross-functional new product development process.
Importantly, market share on existing products advanced solidly
for the quarter and the year.

In other key categories, the Company gained share for the quarter
and the year in hair color and beauty tools, while market share
declined modestly in anti-perspirants/deodorants.

Commenting on the Company's share performance, Mr. Stahl stated,
"Our overall share results reflected our strategic decision in
2003 to completely revamp our new product development process and
related go-to-market strategy, causing 2004 to be a transition
year for us in new products.  Our new cross-functional process
brings together our world-class research and development
capabilities with consumer and marketplace insights and the
tremendous power of Revlon's brands.  The first wave of new
products borne from this new process was introduced earlier this
year and to-date has been well received in the market.  We remain
confident in not only these new products but also the Company's
ability to capitalize on marketplace opportunities and lead in
innovation."

Revlon, Inc., is a worldwide cosmetic, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/Corporate
investor relations information can be accessed at
http://www.revloninc.com/The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of December 31, 2004, Revlon's equity deficit narrowed to
$1,019,900,000 compared to a $1,725,600,000 at December 31, 2003.


SFA ABS: Fitch Rates $12.5 Million Preference Shares at BB-
-----------------------------------------------------------
Fitch Ratings has placed three classes of notes issued by SFA ABS
CDO III Ltd. on Rating Watch Negative:

     -- $50,000,000 class B notes rated 'AA';
     -- $12,579,150 class C notes rated 'BBB';
     -- $12,500,000 preference shares rated 'BB-'.

SFA III is a collateralized debt obligation -- CDO -- managed by
Structured Finance Advisors, which closed June 25, 2002.  SFA III
will remain in its reinvestment period through the payment
occurring in July 2005.  In addition to credit improved, credit
risk, defaulted, and equity sales, discretionary trading of up to
10% may occur per calendar year.  Currently, SFA III is composed
of 71.8% residential mortgage-backed securities -- RMBS, 19.1%
asset-backed securities -- ABS, 5.9% CDOs and 3.2% commercial
mortgage-backed securities -- CMBS.

Since closing, the collateral has deteriorated, affecting various
quality tests and projected cash flow.  The class A/B
overcollateralization -- OC -- ratio and class C OC ratio have
decreased from 111% and 104.7%, respectively, to 107.8% and
102.4%, respectively, as of the most recent trustee report dated
Jan. 31, 2005.  Both the class A/B OC ratio and the class C OC
ratio are passing their test levels of 106% and 102.3%,
respectively.  Both the class A/B interest coverage -- IC -- ratio
and the class C IC ratio are passing their respective test levels
at 129.8% and 119.4%.  Below investment grade assets represented
approximately 18.7% of the portfolio as of the most recent trustee
report.  The Fitch weighted average rating factor -- WARF -- is
failing at 21.6 ('BBB-/BB+') versus a trigger of 17 ('BBB/BBB-')
and the weighted average coupon of fixed rate collateral is
failing at 7.17% versus 7.20%.  Additionally, the weighted average
life and weighted average spread of floating rate collateral tests
are passing.

The deteriorating credit quality of the portfolio has increased
the credit risk of this transaction to the point the risk may no
longer be consistent with the ratings.  Fitch will review this
transaction and take appropriate rating action upon completion of
its analysis.  Additional deal information and historical data are
available on the Fitch Ratings web site at
http://www.fitchratings.com/


SOLUTIA INC: Trade Creditors Sell 24 Claims to Fair Harbor Capital
------------------------------------------------------------------
From June 9, 2004, to December 23, 2004, the Clerk of the U.S.
Bankruptcy Court for the Southern District of New York recorded
transfers of claims against Solutia, Inc., and its debtor-
affiliates to Fair Harbor Capital LLC:

       Transferor                               Claim Amount
       ----------                               ------------
       Basic Chemical Services, Inc.               $10,619
       AEP Industries, Inc.                          6,298
       Mitchell Machine & Too Co., Inc.             24,720
       Stark Printing Company                       21,961
       Advanced Communications Solutions, Inc.      11,956
       Interconex, Inc.                             17,153
       Pressure Concrete                            15,466
       Patco Lumber Co., Inc.                       21,740
       Argus Steel Products, Inc.                    1,803
       Burner Design & Control, Inc.                 2,403
       Electric Motors & Drives, Inc.                9,848
       Equipment, Inc.                               2,145
       Gerald A Teel Company                         5,000
       Blue Ridge Solvents & Coatings, Inc.         45,222
       Miltec UV                                     2,380
       Brown McCarroll, LLP                          5,697
       British Standards Institution America         8,500
       Applied Handling, Inc.                        2,544
       Analytical Sensors, Inc.                      2,550
       Canterbury Engineering Co., Inc.              6,744
       Cuno Filtration Sales, Inc.                  15,360
       AWC, Inc.                                     9,116
       NES Rentals                                  15,940
       The Hearst Corporation                       24,990

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)


STELCO INC: Estimates 2005 Operating Earnings at $350-$400 Million
------------------------------------------------------------------
Stelco, Inc., (TSX:STE) estimates 2005 operating earnings to be in
the range of $350 to $400 million on shipments of approximately
5.3 million tons.  This estimate includes the impact of a shutdown
of the Lake Erie hot strip mill to install components related to
the phase 2 upgrade but does not include any restructuring-related
costs which will occur on exit from CCAA. It is also subject to
change should any subsidiary companies be sold. The significant
improvement over 2004 is primarily due to higher contract selling
prices and estimated lower costs for purchased coke, partly offset
by anticipated higher input costs for coal and iron ore, and
increased pension and other post employment benefit expense.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


STELCO INC: Estimates 2004 Operating Earnings at $45-$50 Million
----------------------------------------------------------------
Stelco, Inc., (TSX:STE) previously announced that it would not be
in a position to issue audited financial statements for 2004 in
the near future due to uncertainties surrounding the restructuring
process and its impact on certain financial statement line items.
In response to several requests and the desire to provide
information currently available Stelco is issuing preliminary
unaudited operating results for the fourth quarter and year 2004,
as well as commentary on estimated 2005 results.

Stelco, Inc., is continuing with its restructuring process
including the claims process and the review of financing
alternatives for the Corporation and bids for various of its
subsidiary operations.  It cautions the readers that the following
estimates are unaudited and do not include possible adjustments to
operating earnings that may be required as a result of the capital
raising and sales process, the claims reconciliation process or
other matters that may arise prior to finalization of the
Corporation's 2004 financial statements.

Stelco estimates fourth quarter 2004 operating earnings to be in
the range of $45 to $50 million, compared to operating earnings of
$102 million in the third quarter of 2004 and an operating loss of
$138 million for the fourth quarter of 2003.

Operating earnings for the year 2004 are estimated to be in the
range of $223 to $228 million compared to an operating loss of
$313 million for 2003.  The fourth quarter 2003 and year 2003
operating loss includes an $87 million charge for the write-down
of the plate mill assets.  There is no asset write-down charge
recorded in the estimated fourth quarter 2004 or the year 2004
financial information presented.  Fourth quarter 2004 net sales
are estimated to be $914 million on shipments of 1,156,000 tons,
compared to third quarter 2004 net sales of $953 million on
shipments of 1,190,000 tons and fourth quarter 2003 net sales of
$697 million on shipments of 1,273,000 tons.  Annual net sales for
2004 are estimated at $3,525 million on shipments of 4,870,000
tons compared to 2003 net sales of $2,740 million on shipments of
4,902,000 tons.

Estimated fourth quarter operating earnings are lower than the
previous quarter primarily as a result of increased repairs and
maintenance spending during planned shutdowns of a number of
facilities and the associated reduction in output at these
facilities.  In addition, input costs were higher compared to the
third quarter of 2004, principally for coal, coke and scrap.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


STEWART ENTERPRISES: Earns $9.2 Mil. Net Income in First Quarter
----------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS:STEI) reported its results
for the first quarter of fiscal year 2005.

For the quarter ended January 31, 2005, the Company reported net
earnings and earnings from continuing operations of $9.2 million,
and $9.3 million respectively, including a charge of $2.7 million
($1.7 million after tax) for early extinguishment of debt, and
gains on dispositions, net of impairment losses, of $0.3 million
($0.1 million after tax).

In the first quarter of fiscal year 2004, the Company reported net
earnings and earnings from continuing operations of $11.7 million,
and $11.5 million respectively, which included a severance charge
of $2.0 million ($1.2 million after tax) and gains on
dispositions, net of impairment losses ($0.4 million after tax).
Excluding these charges, earnings from continuing operations would
have been $10.9 million, or $.10 per diluted share in the first
quarter of 2005 compared to $12.3 million, or $.11 per diluted
share in the first quarter of 2004.

Kenneth C. Budde, Chief Executive Officer, stated, "Our operating
results during the first quarter were impacted by a decline in the
number of funeral and cemetery events performed by our businesses,
particularly during December and January, which we believe to be
consistent with a decline in the number of deaths in our markets.
The timing and severity of the flu season, which fluctuates from
year to year, can have a considerable impact on our business, and
this year we seem to be experiencing a milder and later flu season
than we experienced last year."

Mr. Budde commented, "Notwithstanding the decline in events, our
funeral businesses have done an excellent job of achieving a
higher average revenue per funeral service through improved
marketing, and achieved increases during the quarter that were in
line with our goal of 2 to 3 percent, excluding the contribution
from trust earnings."

Cash flow from operations for the first quarter of 2005 was
negative $1.9 million, and free cash flow was negative
$5.1 million.  The Company's cash flow does not come in evenly
throughout the year.  In fact, due to the timing of vendor
payments and interest payments, the Company has historically had
negative to slightly positive cash flow in the first quarter while
generating greater amounts of cash in later quarters.  As of
March 1, 2005, the Company had outstanding debt of $434.2 million
and cash of $19.7 million.

The Company's divestiture of non-performing businesses is
proceeding as planned.  As of March 1, 2005, the Company had
received $25.7 million from the sale of 62 businesses and had
entered into preliminary agreements to sell an additional
8 businesses for approximately $2.1 million.  It has 9 additional
businesses it will continue to market.

During February 2005, the Company completed a private offering of
$200 million of 6-1/4% Senior Notes due in 2013, and borrowed
$130 million in additional term loan debt under its senior secured
credit facility.  The Company used the net proceeds of those
transactions, together with a portion of its available cash, to
repurchase $298.2 million of its outstanding 10-3/4% Senior
Subordinated Notes due in 2008, and to pay related tender
premiums, fees, expenses and accrued interest of about
$29 million.

Mr. Budde concluded, "The first quarter of fiscal year 2005 was
challenging for us, marked not only by a decline in the number of
deaths in our markets, but also by a slow start on our anticipated
preneed sales growth for the year. We are intently focused on not
only retaining, but increasing our market share over the long-
term, and this represents a real opportunity for us.  Market share
continues to be one of the most important performance measures we
use. With the dedication and commitment of our entire team, we
expect strong results during the remainder of this year, and we
are committed to achieving the goals we have previously set."

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a Ba3 rating to Stewart
Enterprises, Inc.'s $230 million term loan B and a B1 rating to
the company's proposed $200 million of senior notes.
Concurrently, Moody's affirmed existing ratings and maintained a
stable outlook.

Moody's rating actions are:

   * Assigned $230 million (upsized from $100 million) term loan
     B due 2011, rated Ba3;

   * Assigned $200 million senior notes (guaranteed) due 2013,
     rated B1;

   * Affirmed $125 million revolving credit facility due 2009,
     rated Ba3;

   * Affirmed $300 million senior subordinated notes (rating to
     be withdrawn upon completion of the proposed tender offer),
     rated B2.

   * Affirmed Senior Implied, rated Ba3;

   * Senior Unsecured Issuer Rating (non-guaranteed exposure),
     lowered to B2 from B1;

The ratings outlook is stable.


STURGIS, MICHIGAN: S&P Cuts Bond Rating to BB from BBB
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Sturgis,
Michigan's water supply and distribution system bonds to 'BB' from
'BBB' due to the system's deteriorating financial profile.

City management will need to maintain consistent watch over
utility rates and capital needs if it is going to effectively
manage the financial condition of the utility.  While the water
utility is projected to remain solvent with approved, annual rate
increases of 3.5%, its exposure to adverse economic conditions
remains high due to one industrial customer representing
more than 20% of water revenues.  The outlook is stable.

Rating factors also include approved rates that maintain net
revenues just above the utility's debt service requirements and
negative cash through fiscal 2006, minimal legal provisions, a
small but stable customer base, and limited capital needs.

Since fiscal 2000, financial indicators show a deterioration in
the water utility's liquidity position.  From the fiscal years
ended Sept. 30, 2000 through 2003, the utility's unrestricted cash
position decreased to $0 from $857,000.  Annual debt service
coverage has not been above the covenanted minimum additional
bonds test of 1.25x since 2003, when it rose to 1.58x from
0.33x in 2002.  Projections for fiscal 2004 show 1.03x debt
service coverage and a cash balance of negative $105,000.

"Because of the system's tight operations, any further
deterioration in the water utility's financial position could
result in further downward rating action," said Standard & Poor's
credit analyst Scott Garrigan.

"The city will need to build its cash reserves and sustain debt
service coverage in excess of 1x for any positive rating action to
occur," he added.

Payment of debt service on the bonds is secured by the net
revenues, after operating expenses, of the water system.

The city of Sturgis, Michigan's water system serves a total of
4,145 customers, 85% of which are residential; the base has
remained stable for the past several years.  However, the customer
base is highly concentrated within one customer, Sturgis Foundry.
The foundry currently represents approximately 22% of revenue and
26% of total water usage.


SUPRESTA LLC: Moody's Puts B1 Rating on $140MM Sr. Secured Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 senior implied rating to
Supresta LLC.  In addition, Moody's assigned B1 ratings to the
company's $25 million senior secured revolver and $140 million
secured term loan.

In July of 2004, Ripplewood acquired this business from Akzo Nobel
N.V. for $276 million utilizing proceeds from the term loan,
$60 million of subordinated mezzanine notes (not rated) and
roughly $88 million of equity capital from an affiliate of
Ripplewood Holdings LLC (representing a 6.9 times pro forma EBITDA
multiple for the period ending March 31, 2004).  The rating
outlook is stable.  This is a first time rating for the company.

The ratings assigned are:

  -- Supresta LLC (formerly Ripplewood Phosphorus LLC)

     * Senior Implied -- B1

     * Guaranteed senior secured revolver, $25 million due 2009
       -- B1

     * Guaranteed senior secured term loan $140 million due 2010
       -- B1

     * Senior Unsecured Issuer Rating -- B2

The ratings take into account Supresta LLC's elevated leverage
with pro forma debt to EBITDA of over 5 times for the LTM ended
September 30, 2004, negative tangible net worth, small size
($232 million in revenues for the LTM ending September 30, 2004)
and limited product diversity, the cyclical nature of the
business, meaningful customer concentration, and exposure to
increasing raw material costs.  The ratings are supported by
Supresta's competitive position as the leading global supplier of
phosphorus-based flame-retardants, good operating margins, modest
capex requirements, and the expectation that financial performance
will continue to improve with the cyclical upswing in the
company's end-markets.

The ratings also benefit from the relatively small size of the
market, qualification times for new products, long-term customer
relationships, and significant know-how regarding end-use
applications and the processing of elemental phosphorus.  The B1
ratings incorporate Moody's expectation that free cash flow will
be used exclusively to reduce debt over the next two years, and
that the company will not add any additional debt at the holding
company.

The notching of the senior secured credit facility (rated B1) at
the level of the senior implied reflects the significant portion
of secured debt in the capital structure, the substantial level of
international assets that are not part of the security package,
and the likelihood that the tangible collateral will not cover
amounts outstanding under the secured revolver and term loans.
The company's obligations under the secured facilities will be
guaranteed by all domestic operating subsidiaries and secured by a
first lien on substantially all of the domestic tangible and
intangible assets, as well as a pledge of two-thirds of stock in
international subsidiaries.

The company's domestic tangible assets have a book value of
roughly $80 million.  However, the lenders' position is supported
by a 50% excess cash flow sweep provision, until total debt to
EBITDA falls to 2.7 times.  The subordinated mezzanine debt is not
secured and is callable in July 2006.  If the company's financial
performance reaches anticipated levels, Moody's believes that this
debt will likely be refinanced within 2-3 years.

The stable outlook reflects Moody's expectation that Supresta LLC
will benefit from the improving global economy, and the tightening
supply/demand balance for key raw materials including elemental
phosphorus.  Additionally, Moody's believes that increasing demand
growth combined with rising raw material costs has reduced price
competition among suppliers.  Furthermore, the outlook anticipates
minimal problems as Supresta transitions to a stand-alone company
and implements additional cost reductions.

Moreover, it reflects Moody's belief that the company will be able
to maintain market share while implementing necessary selling
price increases to offset raw material cost increases.  The
outlook reflects the improvement in financial performance realized
over the past six months and Moody's expectation that credit
metrics will improve further in 2005.  The ratings could be
lowered if the company fails to achieve yearly free cash flow of
at least $10 -15 million.  Due to the company's small size and the
significant level of debt, it is unlikely that Moody's would raise
the company's ratings over the next three years.

Supresta LLC is a global producer of phosphorus-based flame-
retardants used in foams, plastics and industrial/hydraulic
fluids.  The company major end-markets include polyurethane foams,
engineering plastics, PVC, and industrial/hydraulic fluids.
Industrial/hydraulic fluids include a variety of industrial
applications that require flame retardancy, such as: transformer
fluids, airplane hydraulic fluids, etc.  The company also sells
phosphorus-based organic and inorganic chemicals used in fine
chemicals and paint additives.  Supresta should benefit from the
continuing rebound in demand growth in its major end markets,
specifically polyurethane foams, which is growing at over 1.5
times GDP.

Due to the limited number of end-markets, customer concentration
is an issue for the company.  Supresta LLC's top ten customers
generate roughly one third of the company's sales.  Moody's does
not believe that customer concentration will have a material
adverse impact on the company over the near-term due to the
limited number of competitors (five), and inability of customers
to shift large volumes between suppliers over a short period of
time.

The ratings are supported by solid operating margins (10% range)
and the expectation that margins can rise modestly over the next
two years due to increased demand growth and the tightening supply
of key raw materials.  The B1 ratings anticipate that total debt
to EBITDA will fall below 5 times by the end of 2005 and that free
cash flow (cash from operations less capital expenditures) to
total debt will rise to the 7-8% range.  The company free cash
flow benefits from low maintenance capital expenditures and
ability to significantly increase sales volumes without the need
to add additional capacity.

The business has been able to improve operating margins in 2004,
despite a significant increase in raw material prices.
Additionally, price increase announcements by the company and its
competitors in December should enable the company to keep pace
with raw material cost increases in the first quarter of 2005.
Additional prices increases will likely be required in 2005 to
keep pace with the anticipated escalation of key raw materials
including propylene oxide, yellow phosphorus, chlorine and other
petrochemical derivatives.

Supresta LLC, is headquartered in Ardsley, New York.  The company
is the leading global supplier of phosphate flame-retardants for
plastics and industrial fluids.  Revenues were $232 million for
LTM ended September 30, 2004.


TENET HEALTHCARE: Incurs $2.64 Billion Net Loss in Year 2004
------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported a net loss of
$2.022 billion for its fourth quarter ended December 31, 2004.
For the full year 2004, Tenet reported a loss of $2.640 billion.
The net loss for the fourth quarter is comprised of:

   (1) a loss from continuing operations of $1.602 billion, or
       $3.43 per share, including four items with an aggregate
       negative net after-tax impact of $3.37 per share, and

   (2) a loss from discontinued operations of $420 million,
       including four items with an aggregate negative net after-
       tax impact.

"Tenet made substantial progress in recent months on several
fronts: we resolved significant legacy litigation issues,
completed numerous asset sales, made positive changes to our
capital structure, hired a new chief financial officer, relocated
our corporate headquarters from Santa Barbara to Dallas, and
continued implementing a broad range of restructuring and
operational initiatives," said Trevor Fetter, president and chief
executive officer.  "Now that we have put in place all the
elements of our restructuring and have put the most significant
patient litigation behind us, we will focus all our attention on
executing our turnaround initiatives and enhancing our quality and
operating performance."

"Patient volumes were the greatest challenge in the fourth
quarter, but we saw measurable improvements in the first two
months of this year," said Reynold Jennings, chief operating
officer.  "Same-hospital admissions declined 3.8 percent in the
fourth quarter of 2004 versus the fourth quarter of 2003, but have
been essentially flat so far in 2005.  Most of the fourth quarter
decline was business we would have preferred to retain, but about
a quarter of it resulted from deliberate decisions to reduce
unprofitable services and less favorable contracts with certain
managed care payers.  While we are working on many fronts to
improve overall admissions performance, we are also introducing an
aggressive set of efficiency initiatives designed to align our
cost structure with the realities of existing and projected
patient volumes.  We expect the tangible benefits of these
programs to start in the second quarter of 2005, and become
increasingly evident in the second half of 2005 and thereafter. On
the managed care pricing front, we are achieving mid- to high-
single-digit percentage increases in our newly renegotiated
commercial contracts.  However, as previously disclosed, much of
this progress with individual contracts is offset at the portfolio
level by market share shifts among payers and other structural
changes within the managed care community. In addition, it appears
that our efforts to stabilize bad debt expense have succeeded,
despite the continuing increase in the number of uninsured
patients to whom we provide service."

Stephen Farber, chief financial officer, said, "Tenet had
$654 million of unrestricted cash at year-end.  With the January
placement of $800 million of 10-year senior notes and the February
retirement of the last issues of public debt with maturities prior
to 2011, Tenet has built its unrestricted cash resources to
approximately $900 million as of last Friday, March 4, 2005.  In
addition, with the estimated income tax refund in April of
approximately $530 million, less approximately $100 million of
various other operational outflows, including our annual 401(k)
match funding, Tenet anticipates having unrestricted cash
resources of approximately $1.3 billion at that time.  These
significant cash resources provide extensive financial flexibility
as we address Tenet's remaining legacy issues, and implement
strategic initiatives to improve Tenet's financial performance."

                           Cash Flow

Unrestricted cash was $654 million at December 31, 2004, down
$669 million from $1.323 billion at September 30, 2004.
Unrestricted cash at year-end 2004 excludes $263 million of cash
restricted as collateral for standby letters of credit issued
under our new letter-of-credit facility that we entered into in
December 2004.

Net cash used in operating activities was $291 million in the
fourth quarter of 2004, which included the impact of $426 million
in payments to settle outstanding litigation with former patients.
Net cash used in operating activities for the year ended December
31, 2004, was $82 million, which included the items mentioned
immediately above plus a cash outflow of $163 million related to a
first quarter legal judgment against the company involving a
former executive and $32 million of government settlements paid in
the second quarter.  In accordance with generally accepted
accounting principles, these cash flow figures exclude capital
expenditures, proceeds of asset sales and certain other items.

Capital expenditures in the fourth quarter were $192 million,
comprised of $188 million for continuing operations, including
$5 million for our two newly constructed hospitals, and $4 million
for discontinued operations.  For the year ended Dec. 31, 2004,
capital expenditures totaled $558 million comprised of
$538 million in continuing operations, including $84 million for
our two newly constructed hospitals, and $20 million in
discontinued operations.

Tenet operated 70 general acute care hospitals as part of
continuing operations at September 30, 2004, and 69 hospitals at
December 31, 2004.  These hospital counts exclude hospitals
operated and included in discontinued operations.  One hospital,
Suburban Medical Center, remained in continuing operations at
September 30, 2004, pending lease expiration, which occurred as
scheduled on October 31, 2004.  With the completion of this
divestiture, Tenet's continuing operations include only its core
group of 69 hospitals.

During the fourth quarter Tenet made significant progress in its
previously announced asset sale program.  As of March 8, 2005,
Tenet has divested 22 of the 27 hospitals included in the
divestiture plan.  Discussions are ongoing for the remaining five
hospitals.  Tenet is confident that it will exceed its estimate of
$600 million in total proceeds, including related tax benefits.
Hospital divestitures generated cash proceeds of $167 million in
the fourth quarter and $394 million for the year ended
Dec. 31, 2004.  The full year divestiture proceeds included
$27 million from the divestiture program initiated in March of
2003.

Proceeds from other smaller asset sales added $7 million to cash
in the fourth quarter in addition to the $167 million from
hospital divestitures and $76 million for the year in addition to
the $394 million from hospital divestitures. Debt repurchases used
$105 million of cash in the fourth quarter as part of the
company's strategy of extending its debt maturities.

                           Liquidity

Total debt was $4.4 billion at December 31, 2004, up from
$4.0 billion at December 31, 2003.  Net debt, defined as debt less
unrestricted cash, increased to $3.8 billion at the end of the
fourth quarter of 2004, up from $3.4 billion at December 31, 2003.
Subsequent to the fourth quarter of 2004, Tenet issued additional
debt of $800 million in January 2005, and used $400 million of the
funds to repurchase its remaining debt maturing in 2006 and 2007.
At March 4, Tenet had unrestricted cash of approximately
$900 million, and we anticipate having unrestricted cash of
approximately $1.3 billion after receiving an anticipated tax
refund of approximately $530 million in April.

                    Discontinued Operations

The loss from discontinued operations for the fourth quarter of
$420 million, or $0.90 per share, includes the following four
items with a net aggregate negative after-tax impact totaling
$379 million, or $0.81 per share:

   (1) civil litigation settlement involving Redding Medical
       Center resulting in a charge of $395 million pre-tax,
       $247 million after-tax, or $0.53 per share;

   (2) non-cash valuation allowance for deferred tax assets of
       $144 million, or $0.31 per share;

   (3) non-cash impairment of long-lived assets of
       $13 million pre-tax, and cash restructuring charges of
       $11 pre-tax, in the aggregate $15 million after-tax, or
       $0.03 per share;

   (4) an aggregate pre-tax gain on the disposal of discontinued
       operations assets of $38 million pre-tax, $27 million
       after-tax, or $0.06 per share.

                          2005 Outlook

The overall level of admissions at our hospitals, and rates of
admissions growth or decline, has a direct and significant effect
on revenues and, together with pricing, are the two most critical
determinants of hospital profitability.  The expected level of
admissions, however, is the most difficult element of performance
to forecast as it is largely beyond the company's control.  During
2004, and in particular the second half of the year, Tenet
experienced negative growth in admissions.  For the first two
months of 2005, same-hospital admissions were essentially flat
compared to the same period a year ago, which is encouraging
compared to recent trends.  Management is implementing a number of
operational initiatives that are intended to increase admissions
growth beyond recent levels.  In addition to these initiatives, if
the company is successful in resolving its current investigation
and litigation issues, it should assist us in increasing the rate
of admission growth.  If the company is able to achieve
industry-average admissions growth, with the high degree of
operating leverage inherent in the acute hospital industry, this
should have a positive impact on Tenet's future results.
Conversely, if the negative admissions trends of 2004 continue,
Tenet will not meet its current objectives for operating
performance in 2005.

Based on current financial objectives and operational goals, which
can be affected by a number of factors, the company anticipates
that net operating revenues in 2005 will likely be flat to
slightly increased from the $9.9 billion reported in 2004.  Growth
in discounts to net revenue under the Compact puts significant
pressure on overall revenue growth. Compact discounts are expected
to grow from $277 million of net revenue in 2004 to approximately
$600 million in 2005 as the program becomes fully implemented in
every market except Texas.  If the discounts under the Compact of
$277 million in 2004 and the expected discount of approximately
$600 million in 2005 are both added back to budgeted net operating
revenues, it would produce a non-GAAP measure of adjusted net
operating revenue growth in the range of 3 percent to 6 percent.
The implementation of the Compact is not expected to significantly
impact operating margins, as revenue reductions resulting from the
Compact are roughly offset by reductions in the provision for
doubtful accounts.  Once fully implemented, the Compact is
expected to result in discounts of approximately $175 million to
$200 million per quarter, or $700 million to $800 million per
year.

In 2005 the company expects to achieve market-level managed care
price increases in the mid- to high-single digits with individual
renegotiated commercial contracts.  During 2005, the company has
approximately two-thirds of its $5 billion in managed care revenue
scheduled for contract renewal, up from renegotiations of
approximately half of managed care revenues in 2004.

The company has experienced and expects to continue to experience
structural changes in the managed care marketplace that, on a
portfolio basis, are offsetting a significant portion of the gains
achieved on individual contracts.  In particular, three market
changes are having a meaningful impact on Tenet's overall managed
care pricing performance at the portfolio level:

   (1) consolidation among managed care payers which tends to
       shift patient volumes towards managed care plans with lower
       payments,

   (2) employers shifting to lower cost product offerings from
       their existing payers, and

   (3) market share gains by payers who generally offer lower
       payments to health care providers.

Tenet expects to offset a portion of the growth in controllable
operating expenses (consisting of salaries, wages and benefits,
supplies, and other operating expense) below the applicable rate
of medical cost inflation through a wide range of operating
initiatives that are in various stages of implementation.  Key
cost efficiency initiatives we implemented in 2004 which are
expected to yield benefits in 2005 include re-engineering
unprofitable service lines, additional outsourcing of information
servicing and creating efficiencies throughout the organization.
These programs may produce cost efficiencies of as much as
$200 million, which is expected to materially slow the growth of
costs which typically characterize health services companies.
Despite these savings, the level of controllable expense for
continuing operations is expected to increase in 2005.

We made progress stabilizing bad debt expense in the fourth
quarter; however, the number of uninsured patients has continued
to increase, is not within the company's control and is not
possible to accurately forecast.  Tenet expects reported bad debt
expense to decline with the continued implementation of the
Compact.  Reductions in bad debt expense from the Compact are
essentially offset by reductions in net revenues also resulting
from the Compact.  The net effect of these two items should result
in an essentially neutral effect on overall operating performance.

Depreciation and amortization expense in 2005 is expected to
approximate $400 million, and interest expense is expected to
approximate $420 million.  The forecasted level of interest
expense assumes the company's level of outstanding debt remains
constant in 2005.  These estimates for 2005 do not include any
income tax expense or benefit due to the tax valuation allowance.

In December the company indicated it anticipated 2005 operating
results to not exceed breakeven, with the most likely result
somewhere between run rate performance and breakeven.  The company
reaffirms this outlook, which does not include the impact of
potential payments to resolve litigation or investigations nor any
impairment, restructuring or special charges.  Any resolution of
litigation or investigation issues could significantly impact
results in 2005 and beyond and may change our outlook.

The company anticipates that its cash flows from operations in
2005 will be positive and are estimated to be approximately
$150 million to $350 million, including the impact of projected
capital expenditures of approximately $500 million, the
anticipated $530 million income tax refund and cash flows of
discontinued operations, but excluding any litigation settlements
or other unusual cash charges.  Cash flow in 2005 is not expected
to be meaningfully impacted by changes in accounts receivable as
we expect days outstanding in accounts receivable from continuing
operations to remain at current levels.

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Fitch has rated Tenet Healthcare Corp.'s new $500 million senior
unsecured notes issue due 2015 a 'B-' rating, consistent with the
company's existing senior unsecured ratings that have also been
affirmed by Fitch.  The Rating Outlook remains Negative.

Moody's Investors Service assigned a B3 rating to Tenet
Healthcare's new $500 million senior unsecured note offering
pursuant to Rule 144A.  At the same time, Moody's affirmed the
Company's B2 senior implied rating and other long-term ratings and
its SGL-4 speculative grade liquidity rating.  The ratings outlook
remains negative.

Standard & Poor's Ratings Services assigned its 'B' rating to
Tenet Healthcare Corp.'s proposed $500 million senior unsecured
notes due 2015.

At the same time, Standard & Poor's affirmed Tenet's 'B' corporate
credit rating, raised its ratings on Tenet's senior unsecured
notes to 'B' from 'B-', and withdrew its bank loan and recovery
ratings.


TENET HEALTHCARE: Completes Sale of Four Hospitals in California
----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported that several of
its subsidiaries have completed the previously announced sale of
four acute care hospitals in Orange County, Calif., to Costa
Mesa-based Integrated Healthcare Holdings, Inc.  The four
hospitals are:

   * 114-bed Chapman Medical Center in Orange;
   * 178-bed Coastal Communities Hospital in Santa Ana;
   * 188-bed Western Medical Center Anaheim; and
   * 280-bed Western Medical Center Santa Ana.

Net after-tax proceeds, including the liquidation of working
capital, are expected to be approximately $80 million.  The
company expects to use the proceeds of the sale for general
corporate purposes.

The four hospitals are among 27 hospitals Tenet announced it was
divesting on Jan. 28, 2004.  Tenet has completed the divestiture
of 22 of the 27 facilities.  Discussions and negotiations with
potential buyers for the remaining five hospitals slated for
divestiture are ongoing.

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Fitch has rated Tenet Healthcare Corp.'s new $500 million senior
unsecured notes issue due 2015 a 'B-' rating, consistent with the
company's existing senior unsecured ratings that have also been
affirmed by Fitch.  The Rating Outlook remains Negative.

Moody's Investors Service assigned a B3 rating to Tenet
Healthcare's new $500 million senior unsecured note offering
pursuant to Rule 144A.  At the same time, Moody's affirmed the
Company's B2 senior implied rating and other long-term ratings and
its SGL-4 speculative grade liquidity rating.  The ratings outlook
remains negative.

Standard & Poor's Ratings Services assigned its 'B' rating to
Tenet Healthcare Corp.'s proposed $500 million senior unsecured
notes due 2015.

At the same time, Standard & Poor's affirmed Tenet's 'B' corporate
credit rating, raised its ratings on Tenet's senior unsecured
notes to 'B' from 'B-', and withdrew its bank loan and recovery
ratings.


U.S. PLASTIC: Sells Ocala Facility to Lees Development for $3.25MM
------------------------------------------------------------------
U.S. Plastic Lumber Corp. (Pink Sheets:USPL) reported the sale of
its 157,000-square-foot Ocala, Florida facility which had been
primarily used to manufacture composite products.  Florida-based
Lees Development Corporation bought the plant for $3.25 million at
a public auction in Ft Lauderdale bankruptcy court on February 7,
2005.  The sale closed yesterday, and all company operations will
be handled exclusively out of its Chicago facility.

"Selling the Ocala facility is the next step in USPL's
turnaround," said Bruce Disbrow, USPL's President and CEO. "We are
laser-focused on our core competencies, and selling the Ocala
facility allows us to develop our first class line of products
more efficiently in a single, fully-utilized plant."

"This sale enables the company to move forward with filing a plan
of reorganization," said Joseph E. Sarachek, USPL's Chief
Restructuring Officer and a Managing Partner of Triax Capital
Advisors.

                  About Triax Capital Advisors

Triax Capital Advisors -- http://www.triaxadvisors.com/--  
provides advisory services to parties involved with highly
leveraged companies and special situation investments.  Triax
offers expertise in three distinct areas: Financial Restructuring,
Operational Restructuring, Forensic Accounting and Litigation
Support and is further distinguished by these core
characteristics: focus on quality of work versus quantity of
engagements, hands-on involvement by senior professionals, and
flexible compensation structures that include focus on success fee
formulas.

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$78,557,000 in total assets and $48,090,000 in total debts.


U.S. PLASTIC: Promotes N. Kalenich as VP & S. Schultz as Director
-----------------------------------------------------------------
U.S. Plastic Lumber Corp. (Pink Sheets:USPL) reported the
promotions of Nathan Kalenich to Vice President and Steve Schultz
to Director of Operations.  The announcements follow the company's
recent signing of a six-year, multi-million dollar distribution
agreement with Russin Lumber.

                     Promoting from Within

Mr. Kalenich takes on his new role after serving as USPL's Senior
Applications Engineer.  As Vice President, he will drive synergies
among customer service, production and sales, bringing to a new
level both the service and the products that USPL delivers to its
customers. Prior to USPL, Mr. Kalenich spent eight years working
in construction and design, most recently in the Philadelphia
office of one of the nation's largest general contractors.

As Director of Operations, Mr. Schultz will be responsible for the
quality and safety of all operations at the company's Chicago
plant. He also will oversee the product development cycle in order
to provide USPL's customers with an on-time delivery. Schultz has
outstanding experience in the industry with more than 20 years
manufacturing plastics, including 18 years working all over the
world for Andrew Corporation.

"Key to our success going forward is manufacturing the highest
quality product in our industry," said said Bruce Disbrow, USPL's
President and CEO.  "We will accomplish this through world class
operations, led by the very best people.  Both Nathan and Steve
have tremendous technical ability and understand our customers'
needs intuitively."

"One way USPL is unique in our industry is that we provide our
customers with engineered solutions," added Mr. Disbrow.  "Nathan
brings to bear the architectural and engineering know-how to serve
our customers well, and Steve has the exact skill set we need to
ensure that our customers receive the highest quality product with
an on-time delivery.  We could not be happier to promote these two
outstanding employees to important positions within our company."

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$78,557,000 in total assets and $48,090,000 in total debts.


UAL CORPORATION: Fee Committee Reviews 7th Interim Applications
---------------------------------------------------------------
The UAL Corporation Fee Review Committee, formed to monitor fees
requested by professionals, reviewed the Seventh Interim Fee
applications, and, where appropriate, asked for further
information from the Professionals about certain identified
issues.  In addition, at the U.S. Trustee's request, the
Professionals who seek compensation based on an hourly basis
submitted to the U.S. Trustee electronic files containing those
Professionals' time tickets so that the U.S. Trustee could review
and analyze the files to identify certain issues as set forth in
the billing guidelines.

The Fee Review Committee has three members:

     * Ira Bodenstein, the United States Trustee for Region 11;

     * Marian Durkin, the Debtors' representative; and

     * Michael O'Neil, the Unsecured Creditors' Committee
       representative.

The Fee Review Committee reports that:

   (1) Kirkland & Ellis took a voluntary reduction of $56,866 and
       a 15% reduction in fees billed totaling $1,005,282.
       Kirkland will reduce its Expense Reimbursement request by
       $8,234;

   (2) Huron Consulting took a 15% reduction in fees billed
       totaling $224,825;

   (3) Vedder Price took a voluntary reduction of $10,644 to
       comply with FRC Guidelines and a 15% reduction in fees
       billed totaling $195,218.17;

   (4) Piper Rudnick reduced its fees by $3,331;

   (5) Mayer Brown Row & Maw voluntarily reduced its fees by
       $2,317 and took a voluntary reduction in expenses of
       $1,150 to comply with FRC Guidelines, plus a 15% reduction
       in fees billed totaling $41,389;

   (6) Marr Hipp Jones & Wang took a 10% reduction in fees billed
       totaling $527;

   (7) Sonnenschein Nath voluntarily reduced fees by $76,879 and
       voluntarily withdrew expenses of $44,479;

   (8) KPMG took an initial voluntary reduction in fees of
       $31,176 to comply with FRC Guidelines and a voluntary
       reduction of $30,650 in fees for research time, industry
       analysis and administrative time; and

   (9) Mesirow took a voluntary reduction in fees of $1,131 to
       comply with FRC Guidelines.

The Fee Review Committee asked for additional information for the
expense reimbursement request from the Leaf Group of $30,527.
The Fee Review Committee needs additional time to review Leaf
Group's response and asks the U.S. Bankruptcy Court for the
Northern District of Illinois to delay approving that request
until the next Fee Report.

Michael P. O'Neil, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, advises the Court that the Fee Review
Committee has voted and recommends that the payment of fees and
reimbursement of expenses as requested by the Professionals in the
Seventh Interim Fee Applications be allowed in these amounts:

   Professional           Fees Requested  Expenses        Total
   ------------           --------------  --------        -----
   Cognizant                  $182,510     $29,587     $212,097
   Deloitte & Touche         1,246,503           0    1,246,503
   FTI Consulting                7,925          51        7,976
   Gordian Group                     0           0            0
   Huron Consulting Group    1,274,006      54,628    1,328,634
   Jenner & Block               16,967      52,597       69,564
   Kirkland & Ellis          5,934,969     383,118    6,318,087
   KPMG                      2,379,274      69,792    2,449,066
   Leaf Group                   40,141      31,804       71,945
   LeBoeuf Lamb                    855          37          892
   Marr Hipp Jones & Wang        2,986           0        2,986
   Mayer Brown Row & Maw       234,540      65,354      299,894
   Meckler Bulger               22,793       9,080       31,873
   Mesirow Financial           335,184      11,147      346,331
   Paul Hastings                11,046       1,397       12,443
   Piper Rudnick                18,874       2,062       20,936
   PricewaterhouseCoopers            0           0            0
   Segal Company                 4,620           0        4,620
   Sonnenschein Nath         2,989,901     109,542    3,099,443
   Sperling & Slater           230,146       8,912      239,058
   Vedder Price              1,106,236      35,944    1,142,180

                          IFPTE Objects

The International Federation of Professional and Technical
Engineers, AFL-CIO, objects to Kirkland & Ellis' fee application.
The IFPTE is the labor union that represents airline engineers.

Julie A. Clark, Esq., at the IFPTE, in Silver Spring, Maryland,
raises multiple concerns.  Since the Petition Date, Kirkland has
sought legal fees in excess of $51,268,987 and expenses of
$3,410,000, along with voluntary reductions, for a total of over
$54,000,000.  This is a considerable sum given that the Debtors
have no viable plan of reorganization, but have considered and
rejected multiple non-submitted plans.

Kirkland's attorneys bill between $950 and $235 per hour, with an
average rate of over $445 per hour.  Several associates admitted
to practice in the last three years bill up to $465 per hour.
Some of the higher priced attorneys are billing 70 hours per week.
However, non-lawyer assistants are routinely billing 40 hours per
week.

Ms. Clark notes that over 654 hours were billed for "Case
Administration" to the tune of $234,674.  This category represents
general activities not described in a more specific category.

According to Ms. Clark, the Kirkland application "raises many
questions so as to give the Court the basis to deny and/or defer
the application."  The Court should subject professional costs to
the same level of analysis and transparency now expended on
employee labor and all other business issues.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/--throughUnited Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED DEFENSE: Fitch Affirms BB+ Rating on Senior Secured Loan
---------------------------------------------------------------
Fitch Ratings has affirmed United Defense Industries -- UDI --
'BB+' credit rating for the company's senior secured bank
facility.  The Rating Outlook remains Positive. Approximately
US$525 million in debt is affected.

On March 7, BAE Systems Plc, the largest European-based defense
contractor, announced its intention to acquire UDI for US$4.2
billion to be funded via a combination of US$3.0 billion in debt,
cash on hand, and proceeds from GBP360 million in new shares.  BAE
intends to repay and terminate UDI's facility at closing.  Given
that Fitch currently rates the facility but not UDI as an issuer,
Fitch expects to withdraw its rating of the facility upon closing
and termination of the facility.

Should the acquisition not close, Fitch expects that the current
rating and Rating Outlook will remain in place.  If BAE decides to
keep the facility in place, which would require a waiver from
lenders, Fitch expects that the rating of the facility would
migrate towards that of BAE, whose senior unsecured debt is
currently rated 'BBB+' and is on Rating Watch Negative by Fitch.
For more details on BAE, see the press release 'Fitch Keeps UK's
BAE On Rating Watch Negative,' dated March 7, and for more details
on the recent revision to Outlook Positive for UDI, see 'Fitch
Affirms United Defense Industries 'BB+'; Outlook to Positive,'
dated March 4, 2005.


US AIRWAYS: Court Okays Implementation of E.D.N.Y. Court Judgment
-----------------------------------------------------------------
On July 30, 1999, Gary H. Ramey and several other US Airways
mechanics filed a complaint in the United States District Court
for the Eastern District of New York against the IAM district
lodge, captioned Ramey, et al. v. District 141, International
Association of Machinists and Aerospace Workers, et al.  US
Airways was named as defendant in the Ramey Case, but was
dismissed in 2000.

The plaintiffs alleged that the defendants breached their duty of
fair representation through an improper seniority classification
date for certain mechanics.  The District Court ruled in favor of
the plaintiffs, which required the IAM to negotiate with the
Debtors on two points.  The parties had to revise classification
seniority dates to reflect the dates the plaintiffs first entered
the mechanic classification at Eastern Airlines.  Then the Debtors
had to rehire certain plaintiffs, who were furloughed after the
commencement of the litigation, to their regular employment
positions.

In November 2004, the plaintiffs attempted to join the Debtors as
a third-party defendant in the Ramey Case to implement this
relief, but the Debtors opposed joinder due to the automatic stay.
Nonetheless, the IAM and the Debtors discussed implementation of
the District Court judgment.  The parties entered into a
Settlement Agreement and the plaintiffs withdrew their request to
join the Debtors as a defendant.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Settlement Agreement provides for the adjusted
classification seniority dates for the plaintiffs under the IAM
Mechanics and Related Collective Bargaining Agreement.  The
Settlement Agreement allows up to 16 furloughed plaintiffs to use
adjusted seniority to bid vacancies at the stations from which
they were furloughed.  If these plaintiffs are not recalled by
May 1, 2005, they may bump other mechanics from their stations.

The IAM will indemnify and hold harmless the Debtors from any
claims, liabilities and costs incurred due to the Settlement
Agreement and the District Court judgment, including back wages,
benefits or other damages.  The IAM will deposit sufficient funds
into an escrow account to cover anticipated costs, expenses and
liabilities related to the indemnification.

Mr. Leitch asserts that the Settlement Agreement is fair,
reasonable and in the best interests of the Debtors, their estates
and creditors.  The Settlement Agreement allows the Debtors to
implement the District Court judgment in the Ramey Case without
cost or expense to the bankruptcy estates.  The Settlement
Agreement avoids the cost, delay, and uncertainty of further
litigation, including whether the Debtors could be joined as a
third party.  It allows for implementation of the adjusted
seniority dates classifications, without any damages or expense to
the bankruptcy estates, due to the indemnification and hold
harmless provisions.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates series 2005-C17.

The preliminary ratings are based on information as of March 8,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-PB, A-4, A-J, B, C, and D are currently being offered publicly.

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

                  Preliminary Ratings Assigned
        Wachovia Bank Commercial Mortgage Trust 2005-C17


            Class       Rating    Preliminary amount
            -----       ------    ------------------
            A-1         AAA             $133,240,000
            A-2         AAA             $290,000,000
            A-3         AAA              $82,400,000
            A-PB        AAA             $235,000,000
            A-4         AAA           $1,130,969,000
            A-J         AAA             $193,088,000
            B           AA               $77,236,000
            C           AA-              $24,574,000
            D           A                $49,150,000
            A-1A        AAA             $375,240,000
            E           A-               $28,086,000
            F           BBB+             $28,085,000
            G           BBB              $31,597,000
            H           BBB-             $38,618,000
            J           BB+               $7,021,000
            K           BB               $10,532,000
            L           BB-              $14,043,000
            M           B+                $7,021,000
            N           B                 $7,022,000
            O           B-                $7,021,000
            P           N.R.             $38,618,258
            X-P*        AAA           $2,701,179,000
            X-C*        AAA           $2,808,561,258

          *Interest-only with a national dollar amount
                        N.R. - Not rated


WHX CORP: Wants to Hire Jones Day as Restructuring Counsel
----------------------------------------------------------
WHX Corporation, fka Wheeling Pittsburgh Steel Corporation, asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ Jones Day as its general restructuring
counsel.

Jones Day is expected to:

   a) advise the Debtor of its rights, powers and duties as a
      debtor-in-possession in the continued operation and
      management of its business and properties under chapter 11;

   b) prepare on behalf of the Debtor all necessary applications,
      motions, draft orders, pleadings, notices, schedules, and
      other documents to be filed in the Debtor's chapter 11 case
      and advise the Debtor in regard to those documents;

   c) advise and assist in the negotiation and documentation of
      financing agreements and review the nature and validity of
      any liens asserted against the Debtor's property and advise
      the Debtor concerning the enforceability of those liens;

   d) advise the Debtor in the formulation and negotiation of plan
      of reorganization and its related documents;

   e) advise the Debtor in connection with any potential property
      dispositions and in executory contract and unexpired lease
      assumptions, assignments, and rejections and lease
      restructurings;

   f) assist the Debtor in reviewing, estimating, and resolving
      claims asserted against the Debtor's estate, conduct
      necessary litigation to assert rights held by the Debtor and
      further the goal of completing the Debtor's successful
      reorganization; and

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

Richard Engman, Esq., a Partner at Jones Day, is the lead attorney
for the Debtor.  Mr. Engman discloses that the Firm received a
$50,000 retainer.  Mr. Engman will bill the Debtor $505 per hour
for his services.

Mr. Engman reports Jones Day's professionals bill:

    Professional            Designation        Hourly Rate
    ------------            -----------        -----------
    John R. Cornell           Partner             $725
    Richard Kosnick           Partner             $675
    Candace Ridgway           Partner             $550
    Veerle Roovers            Associate           $380
    Lisa Rothman              Associate           $370
    Colleen E. Laduzinski     Associate           $350
    Tanvir Alam               Associate           $300
    Denise Schibarassi        Legal Assistant     $205

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

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WHX CORP: Wants to Hire Jeffries & Company as Financial Consultant
------------------------------------------------------------------
WHX Corporation, fka Wheeling Pittsburgh Steel Corporation, asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ Jeffries & Company, Inc., as its
financial consultant and investment banker.

Jeffries & Company is expected to:

   a) review and analyze the Debtor's assets, operating and
      financial strategies, business plans and financial
      projections, including testing assumptions and comparing
      those assumptions to the Debtor's historical and industry
      trends;

   b) evaluate the Debtor's debt capacity, assist in determining
      an appropriate capital structure for the Debtor, and assist
      the Debtor and its professionals in reviewing the terms and
      alternative proposals of a proposed Sale or Restructuring
      Transactions;

   c) determine a range of value for the securities that the
      Debtor will offer or propose in connection with any Sale or
      Restructuring Transactions;

   d) review and analyze any proposals the Debtor will receive
      from any third parties in connection with a sale or
      restructuring transactions, including proposals for DIP
      financing or exit financing;

   e) assist and participate in negotiations with parties-in-
      interest, including any current or prospective creditors,
      holders of equity or claimants against the Debtor in
      connection with the sales or Restructuring Transactions;

   f) assist in the preparation of an analysis of goodwill for
      impairment, if any under FASB 142, and advise and attend
      meeting of the Debtor's Board of Directors, creditors
      committees, official constituencies and other parties-in-
      interest;

   g) attend Court hearings if necessary and provide the Debtor
      with expert relevant testimony in connection with any
      matters related to a plan of reorganization; and

   h) render other financial advisory and investment banking
      services that are necessary in the Debtor's chapter 11 case;

The Debtor will pay the Firm:

   a) a $150,000 monthly advisory fee;

   b) upon the consummation of a Restructuring Transaction, a
      Restructuring Fee equal to 1% of the sum of the aggregate
      amount of the Debtor's liabilities that is restructured and
      the face value of the Preferred Stock that is restructured
      from the Transaction;

   c) upon the consummation of a Sale Transaction, a Sale
      Transaction Fee equal to 1.5% of the total proceeds the
      Debtor will receive from the Transaction; and

   d) upon the consummation of a Capital Raise, a Capital Raise
      Fee equal to 1.4% of the aggregate gross equity or debt
      proceeds raised from the Capital Raise;

Thomas S. Vanderslice, a Managing Director at Jeffries & Company,
assures the Court that it does not represent any interest adverse
to the Debtor or its estate.

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  Richard Engman, Esq., at
Jones Day, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
reported total assets of $406,875,000 and total debts of
$352,852,000.


WINN-DIXIE: Wants to Sell Inventory to Eckerd & CVS Realty
----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of New
York to sell pharmaceutical prescription and inventory to Eckerd
Corporation and CVS Realty Company, subject to higher and better
offers.

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in
New York, relates that the Debtors have implemented, and will
continue to implement, an asset rationalization and expense
reduction plan with the goal of improving their operations and
financial performance and strengthening their business.  In
connection with these plans, the Debtors decided to close
unprofitable stores in an expeditious manner, which includes:

    -- retail store number 950 located in Franklin, Virginia; and
    -- retail store number 983 located in Rocky Mount, Virginia.

The Franklin Store closing is scheduled for March 9, 2005, while
the Rocky Mount Store closing is scheduled for March 10, 2005.

Because Virginia state law requires the Debtors to properly
transition customer prescriptions at the date of a store closing,
the approval of the sale of the Assets on an expedited basis is
necessary to permit the Debtors to:

    -- ensure a seamless transition of these assets for the
       benefit of consumers and creditors of the estate; and

    -- avoid potential criminal and civil penalties.

The Debtors have conducted significant marketing efforts under
extreme time constraints to further their goal of selling the
Assets for the most attractive price attainable.  The Debtors
have attempted to identify and contact all third party purchasers
that might be interested in purchasing the Assets.  These efforts
culminated in:

     (i) an offer from Eckerd to purchase the Assets at the
         Franklin Store for $215,000; and

    (ii) an offer from CVS to purchase the Assets at the Rocky
         Mount Store for $220,000.

The Debtors strongly believe that they have done all that is
reasonably possible to secure the highest or best possible offers
for the Assets under the circumstances, and that any sales must
be consummated on or before the closing of the Stores to prevent
the complete loss in value of the Assets and possible violations
of state law.

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


WINN-DIXIE: Moody's Junks Three Trust Certificate Classes
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of Winn-Dixie Pass-Through Trust Certificates, Series 1999-1 to C
from Caa3.  The Certificates were downgraded to C as Winn Dixie
Stores, Inc., or an affiliate rejected two of the leases securing
this transaction.

The two rejected leases pertain to distribution/warehouse
properties located in Sarasota, Florida and Clayton, North
Carolina.  According to the special servicer these locations are
100.0% vacant.

The lowered ratings are:

   * Class A-1 Certificates due September 1, 2017, to C from Caa3

   * Class A-2 Certificates due September 1, 2024, to C from Caa3

   * Class A-3 Certificates due September 1, 2024, to C from Caa3

Winn-Dixie Stores, Inc., with headquarters in Jacksonville,
Florida, operates 1078 supermarkets primarily in the Southeast.
Revenue for the 12 months ending January 12, 2005 was about
$10.4 billion.


* Stroock Names M. A. Fernandez Managing Partner of Miami Office
----------------------------------------------------------------
Stroock & Stroock & Lavan LLP, a leading national law firm with
offices in New York, Los Angeles and Miami, named Manuel A.
Fernandez the Managing Partner of the firm's Miami Office,
effective immediately.

"This appointment acknowledges Manny's leadership and hard work,"
said Thomas E. Heftler, Stroock's Co-Managing Partner. "He has
essentially served Stroock's Miami office in this capacity for
some time, and we're grateful Manny has agreed to serve formally
in this role."  Mr. Fernandez confirmed Stroock's continuing
commitment to the growth of its Miami office noting, "Florida
continues to be an internationally recognized focal point of
growth and increased economic activity.  Stroock intends to
continue to increase its focus on this market."  Mr. Fernandez
added that the firm has recently begun negotiations for the
expansion of its space in the Wachovia Financial Center, and
intends to grow its key practice areas of financial services, real
estate, litigation, and intellectual property.

Mr. Fernandez, 41, joined Stroock's Real Estate Practice Group in
1994, and became a partner of the firm in 1999. He represents
banks, developers, investment funds, pension funds and other real
estate investors in a wide array of real estate related matters,
such as acquisitions and dispositions of real estate, commercial
mortgage and mezzanine loan financings, including construction
loans and securitized mortgage loans, joint venture developments
and leasing and management of commercial properties. He has also
counseled institutional lenders in loan restructures and workouts.

Over the course of the past decade, Mr. Fernandez has represented
J.P. Morgan Investment Management, Inc., in its capacity as
investment manager for several collective investment funds,
employee benefit plans and other investors in an assortment of
real estate transactions.  In 2004, he represented J.P. Morgan in
connection with the formation of two joint ventures with Crescent
Real Estate Equities Limited Partnership for the acquisition from
Crescent of five landmark office properties in Dallas and Houston,
Texas for a purchase price in excess of $1.2 billion and the
financing of a portion of the acquisitions with loans from Bank of
America, Goldman Sachs Mortgage Company and Morgan Stanley
Capital, Inc.  Mr. Fernandez has been counsel to Lehman Brothers
and its affiliates in connection with the closing of mortgage
loans representing several billion dollars in the aggregate,
including last year's closing of a $91 million mortgage loan to GE
Asset Management Real Estate Partners IV for the refinancing of
the Miami Airport Corporate Center.  In addition to his continued
representation of J.P. Morgan and Lehman Brothers on a national
basis, Mr. Fernandez is currently representing a number of clients
based in South Florida, most notably The Adler Group and Alliance
Development, in connection with ongoing commercial and residential
real estate ventures throughout the southeastern United States.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks, and venture
capital firms in the U.S. and abroad.  Stroock's emphasis on
client service and innovation has made it one of the nation's
leading law firms for 125 years.  Stroock's practice areas include
corporate finance, legal services to financial institutions,
energy, financial restructuring, insurance, intellectual property,
litigation and real estate.


* Gardner Carton & Douglas Relocates Milwaukee Office
-----------------------------------------------------
Gardner Carton & Douglas LLP relocated its Milwaukee office to its
permanent location in the U.S. Bank Building at:

     Gardner Carton & Douglas LLP
     777 East Wisconsin Avenue, Suite 2000
     Milwaukee, Wisconsin 53202-5319
     Telephone 414.221.6040
     Fax 414.224.1025
     http://www.gcd.com/

GCD's Milwaukee office provides a full range of services to its
clients. Founded more than 95 years ago in Chicago, Gardner Carton
& Douglas is a leading national law firm with additional offices
in Washington, DC and Albany, NY. The firm has more than 260
lawyers and advisors practicing in corporate law, corporate
restructuring, government relations, health law, HR law,
intellectual property, litigation and dispute resolution, Indian
tribal governments, real estate and environmental, and wealth
planning and philanthropy.

In January, the Firm named Stephanie Wickouski, Esq., Managing
Partner of its Washington, D.C. office.  Ms. Wickouski, who serves
as co-chair of the firm's Corporate Restructuring and Financial
Institutions practice group, has 25 years of experience in complex
reorganization cases before federal bankruptcy courts throughout
the country and in counseling clients on all aspects of credit and
financial relationships.

Just over a year ago, the Firm selected Harold L. Kaplan, Esq., as
its new Chairman.  Based in Chicago, Mr. Kaplan is chair of
Gardner Carton's Corporate Restructuring and Financial
Institutions Group, as well as head of its Corporate Trust and
Bondholder Rights practices.

                          *********

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 ***