TCR_Public/050315.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, March 15, 2005, Vol. 9, No. 62      

                          Headlines

ACACIA CDO: S&P Assigns BB Rating to $5 Million Class E Notes
ADELPHIA COMMS: Wants to Extend Stay to Former Employees
ADELPHIA COMMUNICATIONS: Creditors Prefer All-Cash Bid
AEP INDUSTRIES: Prices $175 Million Private Debt Offering
AFC ENTERPRISES: Plans to File Late Annual Report by March 28

AFFINITY GROUP: Moody's Junks Proposed $75 Million Senior Notes
AMERICAN BUSINESS: U.S. Trustee Wants Chapter 11 Trustee Appointed
AMERICAN BUSINESS: Says Chapter 11 Trustee is Unwarranted
AMERICAN WAGERING: Emerges from Bankruptcy Together with Leroy's
AMI SEMICONDUCTOR: S&P Alters Outlook on Low-B Ratings to Positive

ARDENT HEALTH: Asset Sale Plan Spurs Moody's to Revise Outlook
ARMSTRONG WORLD: Judge Robreno Sets Status Conference for Apr. 11
AUTO CLUB: S&P Pares Credit & Financial Strength Ratings to BBpi
CAESARS ENT: Names Gary Loveman as CEO on Planned Merger
CHESAPEAKE ENERGY: Declares Common & Preferred Stock Dividends

COMMERCE ONE: Hires Randall A. Bradford as Accountant
COVANTA ENERGY: CIT Group Holds $65,389,296 Allowed Claim
DAS INT'L: Judge Ahart Formally Closes Bankruptcy Case
DELPHI CORP: Wolf Popper Files Securities Fraud Class Action Suit
DIRECTV GROUP: Subsidiaries Plan to Ink New $2 Billion Refinancing

DRESSER INC: Annual Report Filing Delay Cues S&P to Review Ratings
DUCANE GAS: Judge Waites Officially Terminates Bankruptcy Case
ENRON CORP: Court Approves Benefit Plans Settlement Pact
ENTERPRISE PRODUCTS: Sells 2.25 Million Additional Common Units
FMAC LOAN: Fitch Holds Default Ratings on 24 Securitizations

GAYLORD ENTERTAINMENT: S&P Slices Unsecured Debt Rating to B-
HARRAH'S ENT: Names Gary Loveman as CEO on Planned Merger
HAYES LEMMERZ: Lenders Agree to Amend Loan Terms
HEILIG-MEYER: Wachovia Bank Wants Case Converted to Chapter 7
HOST MARRIOTT: Closes $650 Million Private Debt Placement

HOUSTON EXPLORATION: Names Jack Bergeron as Offshore Division VP
HUNTER FAN: Moody's Rates Planned $200M Sr. Sec. Facilities at B1
INTEGRATED HEALTH: Wants to Delay Entry of Final Decree to Nov. 3
INTERPUBLIC GROUP: Needs Waivers from Bondholders & Lenders
INTERPUBLIC GROUP: Fitch Lowers Senior Unsecured Debt to B+

INTERPUBLIC GROUP: S&P Downgrades Corporate Credit Rating to BB
J.P. MORGAN: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
J.P. MORGAN: S&P Places Low-B Ratings on Six Certificate Classes
JETBLUE AIRWAYS: S&P Puts B Rating on $250M Convertible Debentures
KAISER ALUMINUM: Wants 7-3/4% SWD Revenue Bond Settlement Approved

KODIAK ENERGY: Files for CCAA Protection in Canada
LAIDLAW INT'L: Inks Fourth Amended Credit Agreement
LEGACY HOTELS: S&P Withdraws BB- Rating After Debt Redemption
LEHMAN ABS: Fitch Rates $3.08 Million Private Class at BB+
MCI INC: Carlos Slim & Family Oppose Verizon Acquisition Deal

MIRANT CORP: Perryville Asks Court to Stay Claim Adjudication
N-STAR REAL: S&P Assigns BB Rating to $16 Million Class D Notes
NATIONAL CENTURY: CSFB Wants Reference on Two Complaints Withdrawn
NEXTEL PARTNERS: Revises Financial Statements on Lease Accounting
OWENS CORNING: Court Restricts Equity Trades on Interim Basis

PARMALAT USA: Gets Court Nod to Reject GE Capital Master Lease
PEGASUS SATELLITE: Files Supplement to First Amended Plan
PENN TRAFFIC: GE & Kimco to Provide $164 Million of Exit Financing
PG&E NAT'L: Chevron Wants Court Declaration on Third Party Charges
PSYCHIATRIC SOLUTIONS: S&P May Cut Ratings After Ardent Asset Sale

QWEST COMMS: S&P Reviewing Ratings on Three Certificate Classes
REVLON CONSUMER: Prices Sr. Notes & Increases Offering to $310-Mil
ROBERT & STACIE KORNEGAY: Case Summary & 20 Largest Creditors
ROYAL INDEMNITY: S&P Reviews Low-B Ratings on Seven Debt Classes
SAINTS MEMORIAL: Fitch Upgrades 1993A Revenue Bonds to BB+

SHOWTIME ENTERPRISES: Has Until May 12 to Make Lease Decisions
SOLUTIA INC: Objects to Lifting Stay on Crystal Spring's Lawsuit
STRUCTURED ASSET: Fitch Rates $1.7 Million Class B Cert. at BB+
STRUCTURED ASSET: S&P Assigns Low-B Ratings to Six Cert. Classes
TRUMP HOTELS: Power Plant Group Wants Examiner Appointed

TRUMP HOTELS: Lazard's Valuation Analysis Under 2nd Amended Plan
UAL CORP: Court Okays Mayer Brown as Special Litigation Counsel
US AIRWAYS: Republic Airways to Provide $125-Mil Equity Commitment
US AIRWAYS: Gets Court Nod to Assume BofA Co-Branded Card Pact
US AIRWAYS: Gets Court Nod to Ink Air Wisconsin Jet Service Pact

US AIRWAYS: Jack Wagner Wants Job Outsourcing Reconsidered
TOWER AUTOMOTIVE: S&P Puts BBB Rating on $725M DIP Loan
VESTA INSURANCE: Delays Annual Report Filing with SEC
W.R. GRACE: Wants Cahill as Counsel in Solow's Appeal in New York
WEIGHT WATCHERS: Moody's Puts Ba1 Rating on $298 Million Term Loan

WESTPOINT STEVENS: Wants to Assign Contracts to Winning Bidder
WHX CORP: Files Chap. 11 Plan & Disclosure Statement in New York
WHX CORP: Steelworkers Union Says Bankruptcy Won't Impact Pensions
WICKES INC: Judge Black Dismisses GLC Division's Bankruptcy Case
WINN-DIXIE: List of Equity Security Holders

WINN-DIXIE: S&P's Rating on Cert. Classes A-1 & A-2 Tumbles to D
WINSTAR COMMS: Can Assume & Assign SBC Contracts
XTREME COMPANIES: Sells 7 Challenger Boats to Lifeline Marine
YUKOS OIL: Points Out Issues for Review in Appeal

* Large Companies with Insolvent Balance Sheets

                          *********

ACACIA CDO: S&P Assigns BB Rating to $5 Million Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Acacia
CDO 7 Ltd./Acacia CDO 7 Inc.'s $287 million notes.

Acacia CDO 7 Ltd./Acacia CDO 7 Inc. is a CDO backed primarily by
RMBS, REIT debt securities, CDO securities, and CMBS.

The ratings are based on:

   -- adequate credit support provided in the form of
      overcollateralization, subordination, and excess spread;

   -- characteristics of the underlying collateral pool,
      consisting primarily of RMBS, REIT debt securities, CDO
      securities, and CMBS;

   -- hedge agreements entered into with an appropriately rated
      counterparty to mitigate the interest rate risk created by
      having certain fixed-rate assets and floating-rate
      liabilities;

   -- scenario default rates of 22.96% for class A, 17.48% for
      class B, 14.42% for class C, 10.40% for class D, and 5.15%
      for class E; and break-even loss rates of 25.06% for class
      A, 22.79% for class B, 18.86% for class C, 11.61% for class
      D, and 8.95% for class E;

   -- weighted average rating of 'BBB+';

   -- weighted average maturity for the portfolio of 7.162 years;

   -- S&P default measure (DM) of 0.45%;

   -- S&P variability measure (VM) of 1.30%;

   -- S&P correlation measure (CM) of 1.735; and

   -- Rated overcollateralization (ROC) of 106.48% for class A,  
      105.43% for class B, 105.77% for class C, 101.08% for class
      D, and 101.16% for class E.

Interest on the class C, D, and E notes may be deferred until the
legal final maturity of Jan. 12, 2045, without causing a default
under these obligations.  The ratings on these notes, therefore,
address the ultimate payment of interest and principal.

Additional information on CDOs is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/,and on the Standard & Poor's Web  
site at http://www.standardandpoors.com/
   
                        Ratings Assigned
                        Acacia CDO 7 Ltd.
                        Acacia CDO 7 Inc.  
   
    Class                 Rating            Amount (mil. $)
    -----                 ------            ---------------
    A                     AAA                         231.7
    B                     AA2                           8.1
    C                     A                             6.0
    D                     BBB                          16.2
    E                     BB                            5.0
    Subordinated notes    N.R.                         13.0
   
                        N.R. - Not rated


ADELPHIA COMMS: Wants to Extend Stay to Former Employees
--------------------------------------------------------
Jimmy Mendoza filed a complaint, dated July 16, 2004, entitled
Jimmy Mendoza v. Adelphia Communications Corporation, Vincente
Ramirez, Lillian Gomez, and Does 1 to 100, at the Superior Court
of the State of California, in Los Angeles County.  In response to
the Complaint, ACOM filed a notice of the automatic stay on
December 6, 2004.  The California Action as against ACOM was
stayed pursuant to the Notice of Automatic Stay.

In the Complaint, Mr. Mendoza alleged that in 1998, he was
employed by ACOM as a service technician in the San Gabriel
Valley region until he was terminated effective July 18, 2003.
According to Mr. Mendoza, ACOM, Ms. Gomez and Mr. Ramirez,
discriminated and retaliated against him in violation of the Fair
Employment and Housing Act for, among other things, his
reasonable accommodation requests, his protests of disability
discrimination or harassment, and his participation in
investigations of disability discrimination or harassment.

Ms. Gomez is a current employee of the ACOM Debtors while Mr.
Ramirez is a former employee.

Mr. Mendoza also alleged that Mr. Ramirez harassed him in
violation of the FEHA.  Accordingly, Mr. Mendoza seeks
compensatory damages, special damages, punitive damages and
costs.

Although the California Action is nominally directed against Ms.
Gomez and Mr. Ramirez, the ACOM Debtors believe they will be
prejudiced in the event it proceeds to judgment.  Shelley C.
Chapman, Esq., at Willkie Farr & Gallagher, in New York, explains
that Ms. Gomez and Mr. Ramirez may be deemed the ACOM Debtors'
agent, subjecting them to liability through collateral estoppel.

The prosecution of the California Action, Ms. Chapman adds, also
affects the Debtors' estates, because, pursuant to Section 2802
of the California Labor Code, the Debtors may be obligated to
indemnify Ms. Gomez and Mr. Ramirez, including for any
settlements or monetary judgments.

"The continued prosecution of the Action against Ms. Gomez and
Mr. Ramirez is an attempt to obtain indirectly from the ACOM
Debtors' estates that which [Mr. Mendoza] is prohibited from
obtaining directly during the pendency of these cases," Ms.
Chapman argues.  "If permitted to continue, the Action may have
an adverse impact on the Debtors' estates."

In light of the possible harm to their estates and creditors, the
ACOM Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the automatic stay to bar
prosecution of the California Action against Ms. Gomez and Mr.
Ramirez.

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 COMMUNICATIONS: Creditors Prefer All-Cash Bid
------------------------------------------------------
Creditors of Adelphia Communications Corporation favor an
all-cash offer of $17.6 billion from Time Warner, Inc., and
Comcast Corp., rather than the two bidders' current $17.6 billion
stock-and-cash offer, the Wall Street Journal reports, citing
people familiar with the discussions.  Time Warner and Comcast's
bid reportedly consists of $12 billion in cash and around
$5.6 billion in stock in a new company that would be formed from
ACOM's and Time Warner's cable units.

         Comcast Says Adelphia Integration Would be "Simple"

Integrating Adelphia Communications Corp.'s systems into Comcast
Corp.'s business would be easier compared to its experience with
AT&T Corp. in 2002, Comcast co-Chief Financial Officer John
Alchin, told participants at the Bear Stearns 18th Annual Media
Conference in Palm Beach, Florida, early this month, according to
Bloomberg News.

Bloomberg reports that buying Adelphia would allow Comcast and
Time Warner, Inc., "to swap cable systems so Comcast could unwind
its 21% stake in Time Warner's cable unit."  Chitra Somayaji at
Bloomberg relates that Comcast is required by U.S. regulators to
end its ownership of that stake by 2007.

Integrating Adelphia's systems into Comcast would be easy, Mr.
Alchin explained, because Comcast previously owned some of
Adelphia's assets.  Most of the systems don't need to be rebuilt,
Mr. Alchin added.  On the other hand, when Comcast acquired AT&T
Broadband in November 2002, Mr. Alchin said, they faced quite a
challenge in integrating AT&T's systems into Comcast.

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)


AEP INDUSTRIES: Prices $175 Million Private Debt Offering
---------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) has priced an offering of $175
million aggregate principal amount of 7.875% senior notes due 2013
in a private placement pursuant to Rule 144A and Regulation S of
the Securities Act of 1933.

The net proceeds received by the Company from the offering of
senior notes, along with borrowings under the Company's existing
revolving credit facility, will be used to repurchase all of the
$200 million aggregate principal amount outstanding of the
Company's 9.875% senior subordinated notes due 2007 and to pay any
related fees and expenses.

The senior note offering is expected to close on or about
March 18, 2005.

The senior notes anticipated to be offered and sold will not be
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration under, or an applicable exemption from,
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                        About the Company

AEP Industries Inc. manufactures, markets, and distributes an
extensive range of plastic packaging products for the
food/beverage, industrial and agricultural markets.  The Company
has operations in eight countries throughout North America, Europe
and Australasia.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2005,
Moody's Investors Service assigned a B2 rating to AEP Industries
Inc.'s proposed $175 million senior unsecured note, due 2013, and
concurrently affirmed AEP Industries' existing ratings.
Proceeds from the proposed issuance, along with drawings from the
company's existing $100 million borrowing base governed secured
revolver (not rated by Moody's), are intended to repay AEP
Industries' $200 million 9.875% senior subordinated note, due
2007, and to pay related fees and expenses.

Upon tender of the subordinated notes, the existing B3 rating will
be withdrawn.  The proposed transaction is relatively credit
neutral with a minimal increase in financial leverage offset by
reduced interest expense (EBIT covers pro-forma interest expense
close to 2 times) and extended maturities.

While recognizing AEP Industries' solid performance during the
last three years despite having a prolonged adverse business
conditions (e.g. rapidly rising resin, energy costs, regulatory
compliance, and other operating expenses, intense competition,
global economic malaise, etc.), moderate levels of free cash flow
relative to debt well below 10% during the historical period and
projected during the intermediate term - as well as high financial
leverage with pro-forma debt to EBIT approaching 8 times
(approximately 4 times EBITDA) - continue to constrain the
ratings.

Moody's rating actions are:

   * B2 assigned to the proposed $175 million senior unsecured
     note, due 2013

   * B3 affirmed $200 million 9.875% senior subordinated note, due
     2007

   * B1 affirmed senior implied rating

   * B2 affirmed senior unsecured issuer rating (non-guaranteed
                                                 exposure)

Moody's says the ratings outlook is stable.

The ratings actions are subject to the completion of the proposed
transactions and review of executed documentation.


AFC ENTERPRISES: Plans to File Late Annual Report by March 28
-------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, will file a notification with
the Securities and Exchange Commission on Form 12b-25 that it will
utilize the 15-day extension to file its Form 10-K for the fiscal
year ended Dec. 26, 2004.  Also, AFC released operating
performance results for its Popeyes business for fiscal period 1,
which began Dec. 27, 2004, and ended Jan. 23, 2005, and fiscal
period 2, which began Jan. 24, 2005, and ended Feb. 20, 2005.
On Jan. 10, 2005, AFC released fourth quarter and full-year
operational results for 2004.

                          Annual Report
   
AFC will be unable to file its Form 10-K report when due on
March 11, 2005 due to delays in completing certain portions of its
financial statements.  Those delays primarily resulted from the
additional time required to prepare the financial statements
reflecting its Church's Chicken brand as a discontinued operation.  
The Company completed the sale of its Church's Chicken brand on
Dec. 28, 2005.  AFC anticipates that it will file the Form 10-K no
later than March 28, 2005.

                     Popeyes' Period 1 and Period 2
                      Operating Performance Results

Domestic System-wide Same-Store Sales Growth

Popeyes reported domestic same-store sales growth was up 2.9
percent in period 1 and up 5.8 percent in period 2 of 2005,
compared to up 0.7 percent and up 2.3 percent for period 1 and
period 2 of 2004.  These results represented increasingly positive
same-store sales for the ninth consecutive period.  As previously
stated, Popeyes projects full-year domestic same-store sales
growth for 2005 of 2.0-3.0 percent.

The brand reported transactions for period 1 and period 2 were
down 1.9 percent and positive 0.7 percent respectively,
representing the most improved transactions since period 6 of
2002.  This transaction improvement was primarily driven by the
new product launch of Popeyes Naked Chicken Strips(TM), the
promotion of seafood LTO's (limited time offers) for the start of
the Lenten season, and the continued emphasis on operations and
food focused advertising. Popeyes average check was up 4.9 percent
for period 1 and up 5.1 percent for period 2.


                             Domestic Same-Store Sales Growth
                    Period 1     Period 1      Period 2     Period 2
                     Ended        Ended         Ended         Ended
                    1/25/04      1/23/05       2/22/04       2/20/05


     Company          0.5 %        3.1 %        4.3 %        10.0 %
     Franchised       0.7 %        2.9 %        2.2 %         5.6 %
     Total Domestic   0.7 %        2.9 %        2.3 %         5.8 %


                         New Unit Growth

The Popeyes system opened 15 restaurants during period 1 and
period 2 of 2005, compared to 17 total system-wide openings during
the same periods in 2004.  These openings included six units
domestically and nine units internationally which further
penetrated Popeyes' existing markets. On a system-wide basis,
Popeyes had 1,823 units at the end of period 2 of 2005, comprised
of 1,473 domestic units and 350 units in Puerto Rico, Guam and 24
foreign countries.  This total unit count represented 1,766
franchised and 57 Company owned restaurants.  Popeyes remains
comfortable with its previously projected 2005 new unit openings
of 120-130 restaurants.

                                   New Unit Openings
                           Period 1    Period 1     Period 2       Period 2
                            Ended       Ended        Ended          Ended
                           1/25/04     1/23/05      2/22/04        2/20/05


      Company                   0         0             0              0
      Franchised                4         4             4              2
    Total Domestic              4         4             4              2
      International             6         4             3              5
    Total Global               10         8             7              7


                                  Unit Count
                           Period 1   Period 1     Period 2       Period 2
                            Ended      Ended        Ended          Ended
                           1/25/04    1/23/05      2/22/04        2/20/05


       Company                 80        56            80             57
       Franchised           1,365     1,418         1,367          1,416
     Total Domestic         1,445     1,474         1,447          1,473
       International          360       352           356            350
     Total Global           1,805     1,826         1,803          1,823

Ken Keymer, President of Popeyes, stated, "We are excited by our
teams efforts and our performance year-to-date.  We expect this
2005 momentum to build as we continue to focus on our key
strategic levers of the business - sales, profitability, and
development."

                        About the Company

AFC Enterprises, Inc. -- http://www.afce.com/-- is the franchisor  
and operator of Popeyes Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.  
As of February 20, 2005, Popeyes had 1,823 restaurants in the
United States, Puerto Rico, Guam and 24 foreign countries.  AFC
has a primary objective to be the world's Franchisor of Choice by
offering investment opportunities in its Popeyes Chicken &
Biscuits brand and providing exceptional franchisee support
systems and services.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service placed all ratings of AFC Enterprises,
Inc., under review for upgrade.  The company's announcement that
it has signed a definitive agreement to sell Church's for net
proceeds of about $275 million and Moody's expectation that
proceeds will be used to pay down substantially all rated debt
prompted the review.  The bank agreement requires the company to
pay down the bank loan (currently comprised of a $75 million
Revolving Credit Facility with $18 million utilized, a $32 million
Term Loan A, and a $56 million Term Loan B) with proceeds from
asset sales.

Ratings placed under review for upgrade are:

   -- $162 million secured bank facility of B1,
   -- Senior Implied Rating of B1, and the
   -- Issuer Rating of B2.


AFFINITY GROUP: Moody's Junks Proposed $75 Million Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Affinity Group
Holding, Inc.'s proposed $75 million of senior notes due 2012.
Full details of the rating action are:

Ratings assigned:

   -- Affinity Group Holding, Inc.

      * Proposed $75 million senior notes due 2012 -- Caa1
      * Senior implied rating -- B1
      * Issuer rating -- Caa1

Ratings confirmed:

   -- Affinity Group Inc.

      * $35 million senior secured revolving credit facility due
        2008 -- Ba3

      * $32 million senior secured term loan B1 due 2009 -- Ba3

      * $80 million senior secured term loan B2 due 2009 -- Ba3

      * $200 million 9% senior subordinated notes due 2012 -- B3

Ratings withdrawn:

   -- Affinity Group Inc.

      * Senior implied rating -- B1
      * Issuer rating -- B2

The rating outlook is stable.

The rating reflects the company's high leverage, its willingness
to effect special dividends, the maturity of its subscription-
based businesses, the risks presented by the company's growth
strategy, and the competitive pressure faced by some of the
company's business sectors, especially its low- margined retail
business.

Ratings are supported by the market leadership of Affinity's two
RV clubs, the relative stability of its recurring cash flows, the
diversification and loyalty of its customer base, and the
recession-resistant nature and further integration potential of
its business model.

The stable outlook reflects the likelihood that the impact of
further cash outflows will be offset by organic free cash flow
generation and that the company's retail expansion initiatives
will be largely self-funded.

At the end of 2004, the company recorded leverage of approximately
5.1 times adjusted debt to EBITDAR. Pro-forma for the proposed
debt issuance, Moody's estimates that leverage will increase to
approximately 6.4 times adjusted debt to EBITDAR by the end of
March 2005, before moderating to 5.9 times by the end of
Dec. 2005.

At closing, the company can expect to count upon approximately
$60 million in liquidity, including $35 million of undrawn
availability under its revolving credit facility.  Moody's
considers that this liquidity profile is adequate to cover
Affinity's funding needs.

The Caa1 rating on the proposed holding company senior notes
acknowledges their junior most position in Affinity's debt
structure and their structural subordination behind approximately
$347 million in Affinity Group, Inc., debt.  Notwithstanding the
inferiority of holding company noteholder claims, the Caa1 rating
incorporates Moody's expectation of relatively modest risk of loss
in a distress scenario.

Ratings could be downgraded or the outlook changed to negative if
the company is not on track to delever below 6 times adjusted debt
to EBITDAR by December 2005.  Moody's will likely view negatively
any company announcements regarding further dividends or
investments, which could result in a releveraging of the company's
financial profile.  Ratings lift is unlikely as long as leverage
remains above 5 times adjusted debt to EBITDAR.

Moody's remains concerned with management's willingness to incur
debt for purposes, which do not directly enhance to the company's
productive capacity.  Proceeds from the proposed financing will be
downstreamed to an unrestricted subsidiary and used to purchase a
preferred share investment in FreedomRoads Holding Company LLC,
the largest RV retailer in the US.  FreedomRoad Holding Company,
in turn, will use the proceeds of its preferred share issuance to
increase its cash position as well as to repay $35 million in
debt, including debt owed to entities owned by Stephen Adams.
Stephen Adams Living Trust holds a 97% ownership stake in Affinity
Group and a 90% ownership interest in FreedomRoads.  Moody's has
not reviewed financial statements of FreedomRoads and is not able
to opine on its creditworthiness nor its ability to redeem its
preferred shares at maturity.

Ventura, California-based Affinity Group Holding, Inc., through
subsidiaries, is a direct database-marketing company primarily
selling club memberships, products and services, and publications
targeted at RV owners, camping and outdoor enthusiasts,
motorcyclists, and golfers.


AMERICAN BUSINESS: U.S. Trustee Wants Chapter 11 Trustee Appointed
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,  
asks the U.S. Bankruptcy Court for the District of Delaware to
appoint a Chapter 11 trustee in American Business Financial
Services, Inc., and its debtor-affiliates' bankruptcy cases.

Section 1104(a) of the Bankruptcy Code states that the Court can  
order the appointment of a trustee, at any time after the  
commencement of the case but prior to the confirmation of a plan,  
on request of a party-in-interest or the U.S. Trustee, and after  
notice and a hearing:

   (1) For cause, including fraud dishonesty, incompetence, or
       gross mismanagement of the affairs of the debtor by
       current management, either before or after the
       commencement of the case, or similar cause, but not
       including the number of holders of securities of the
       debtor or the amount of assets or liabilities of the
       debtor; or

   (2) If the appointment is in the interests of creditors, any
       equity security holders, and other interests of the
       estate, without regard to the number of holders of
       securities of the debtor or the amount of assets or
       liabilities of the debtor.

The U.S. Trustee explains that the appointment of a Chapter 11  
trustee is supported by the Debtors' apparent inability to  
demonstrate adequate internal controls related to their financial  
reporting and accounting systems, combined with the level of  
distrust displayed by their creditors regarding the current  
management's ability to operate their businesses on a going  
forward basis and the level of acrimony displayed by the parties-
in-interest.

        Appointing a Chapter 11 Trustee is Favorable than
                         Appointing a CRO

On March 9, 2005, the Court entered a final order granting
the Debtors' request to incur additional financing of  
approximately $500 million from Greenwich Capital Financial  
Products, Inc.  Subsequent to their DIP Motion, the Debtors  
announced in Court that they had selected David Coles of Alvarez  
and Marsal L.L.C. to act as their Chief Restructuring Officer.

The U.S. Trustee does not believe that the appointment of a CRO  
is an appropriate remedy.

The U.S. Trustee says that Congress provided no other way to  
replace the Debtors' management control of the case with an  
independent fiduciary other than the appointment of a trustee.   
The U.S. Trustee further notes that the procedures for the  
appointment of a CRO and the proposed scope of its duties  
contained in the Final DIP Order were noticeably silent with  
respect to:

   * the role current management will have in the Debtors'
     businesses upon the appointment of the CRO;

   * whether the CRO will have the authority to investigate the
     acts, conduct, assets, liabilities and financial condition
     of the Debtors, similar to the investigatory powers of a
     Chapter 11 trustee; and

   * whether the current Board of Directors, all of which acted
     in a similar capacity prior to the Petition Date, has
     sufficient independence to make determinations relating to
     possible suits, actions and other investigations in which
     the Debtors may be involved and to make rational and
     informed business judgments as to the desirability of the
     continuance of their businesses.

The U.S. Trustee contends that if a Chapter 11 trustee is  
appointed, certain problems associated with the appointment of a  
CRO can be avoided including:

   -- the ambiguity regarding the status of current management;

   -- the lack of authority or inability of the CRO to carry out
      the investigatory functions of a trustee outlined in
      Section 1106 of the Bankruptcy Code; and

   -- the continuation of any outstanding questions with respect
      to the independence of the Board of Directors.

      Debtors Admitted Problems with Their Internal Controls

On February 14, 2005, the Debtors filed a Form 8-K with the  
Securities and Exchange Commission.  The shortfall referenced in  
the Form 8-K was discovered by Greenwich as it was conducting its  
due diligence related to the DIP Financing Motion, and not as a  
result of an internal audit or an investigation performed by the  
Debtors.

On February 23, 2005, representatives of the U.S. Trustee's  
Office conducted a field review at the Debtors' headquarters in  
Philadelphia, Pennsylvania, to examine the Debtors' corporate  
structure, business operations, and accounting practices in  
response to allegations raised by various parties as to the  
Debtors' mismanagement, alleged fraudulent conduct and the  
alleged false and misleading statements contained in their
SEC filings.

During the field review, specifics of the Debtors' business  
operations were discussed between the U.S. Trustee's  
representatives and the Debtors' representatives.  The Debtors'  
responses to the U.S. Trustee's inquiries, and in some cases  
their lack of responses, present irregularities, inconsistencies,  
and other troubling issues related to their managerial and  
internal financial control.  The U.S. Trustee tells the Court  
that certain requests went either unanswered by the Debtors or  
incomplete information was provided.

The U.S. Trustee explains that internal controls are the checks  
and balances of the accounting practices of a business.  A  
company's books and records are, fundamentally, the management's  
representation of the financial condition of the company.  The  
management is responsible for developing a system of internal  
controls.

The absence of adequate internal controls leads to an inability  
to have confidence in the accuracy, completeness and reliability  
of the company's financial information.  Also, without adequate  
internal controls, there exists a potential for the company's  
financial data to be manipulated and for the source of such  
manipulation to be difficult or impossible to determine.

In February 2005, the Debtors sought to employ, nunc pro tunc to  
the Petition Date, BDO Seidman LLP as their Independent Auditor.
The U.S. Trustee notes that BDO indicated that it will not charge  
the Debtors for or ostensibly provide any services with respect  
to "Reporting on Managements' Report on Internal Controls."   
Thus, BDO's engagement does not provide any additional ground for  
assurance regarding the Debtors' attention to the material issues  
regarding the internal controls.

       Creditor Distrust, Managerial Incompetence and Fraud

The U.S. Trustee asserts that the pleadings filed in the Debtors'  
Chapter 11 cases demonstrate that their creditors have a complete  
lack of trust in the ability of the Debtors' management to  
operate their business on a going forward basis.  The level of  
acrimony displayed by the parties has resulted in hundreds of  
hours of hostile negotiations on virtually every major issue  
presented prior to reaching consensus.

Consequently, the Debtors' estates have incurred exorbitant  
obligations for professional fees.  As the Debtors advised the  
Court at the omnibus hearing held on March 9, 2005, the  
professional fee obligations incurred may eventually become a  
drain on their working capital needs that they may be unable to  
execute their business plan.

Furthermore, the Creditors Committee's demand for the appointment  
of a chief restructuring officer, as an independent fiduciary who  
would monitor the activities of the Debtors' current management,
alone demonstrates the level of distrust the creditors display  
for their current management.  Moreover, the Debtors, by  
acquiescing to the Creditors Committee's demand, have implicitly  
acknowledged the need for the appointment of an independent  
fiduciary.

In its objection to the DIP Financing Motion, the Creditors  
Committee alleged that:

   -- the Debtors' senior management is not capable of
      successfully implementing their Business Plan;

   -- the Debtors' Business Plan will result in nothing more than
      the loss of an additional $50 million in the value of their
      businesses; and

   -- postpetition, the Debtors misled the Court by claiming an
      urgent need for immediate approval of their interim request
      for DIP Financing to cover payroll expenses when in fact
      those funds were not needed to cover payroll as the closing
      for the interim DIP Financing occurred after payroll was
      made.

The Debtors have maintained that the allegations raised by the  
Creditors Committee are baseless and without factual support.  
However, the Creditors Committee's claims of mismanagement are
supported, at least in part, by the deposition testimony of  
several members of the Debtors' senior management.

On February 25, 2005, the Committee deposed certain  
representatives of the Debtors' senior management, including  
Barry Epstein, the National Director for U.S. Wholesale Loan  
Originations, and Kamiar Ashraf, the Managing Director of Whole  
Loan Sales.

Messrs. Epstein and Ashraf testified regarding their  
dissatisfaction with Anthony Santilli, the Debtors' Chief  
Executive Officer, and their concerns regarding Mr. Santilli's  
ability to run the company on an ongoing basis.  Mr. Epstein  
testified that, in his opinion, Mr. Santilli did not live up to  
his business commitments and that he was not competent to run a  
company in the business of making whole loan sales, as he had  
little expertise in that area.  

Mr. Epstein further testified that, although he was the most  
qualified to provide input regarding origination information for  
any business plan developed by the Debtors, he had no input into  
the Business Plan.  Mr. Epstein saw the business plan for the  
first time only on the day before his deposition.

Mr. Ashraf testified that the Debtors have a terrible reputation  
in the market because of the poor job its management has done in  
the past of packaging loans for the whole loan market.  Like Mr.  
Epstien, Mr. Ashraf also attests that he had no input into the  
Business Plan and that he first saw the Business Plan two weeks  
before his deposition when it was presented to a committee of  
senior managers.

Mr. Ashraf further discloses that several potential investors  
will not do business with the Debtors unless there is a change in  
senior management because it has either provided misleading  
information or reneged on commitments the company had made in the  
past.

The U.S. Trustee reminds the Court that in the year prior to the  
Petition Date, several lawsuits seeking class action status were  
filed with the U.S. District Court for the Eastern District of  
Pennsylvania on behalf of purchasers of the subordinated notes of  
American Business Financial Services, Inc., during the period  
January 27, 2000, through January 21, 2005.  The Complaints,  
amongst other things, charge certain of the Debtors' officers and  
directors with allegations that the Debtors misrepresented their  
financial performance and business operations, overstated their  
revenues and earnings, maintained insufficient reserves, and  
failed to disclose significant problems with their businesses  
during the Class Period.

The Lawsuits seek to recover on behalf of investors who bought  
the Debtors' subordinated notes pursuant to materially false and  
misleading prospectuses and registration statements, which  
violated Sections 11 and 12 of the Securities Act of 1933.  The  
Complaints allege that, at the end of 2004, the Debtors stopped  
paying principal and interest on maturity and stopped honoring  
checks written on the Debtors' money market accounts.

The Debtors have vigorously denied the allegations of fraud and
managerial incompetence.  However, although the allegations  
remain in large part unsubstantiated as there has been no  
judicial determination, the allegations at a minimum display the  
utter lack of trust the Debtors' creditors have in current
management.

                        Continued Net Loss

In fiscal 2003, the Debtors recorded a $29.9 million net loss,  
which they attribute in part to the decision of an investment  
banker not to underwrite a contemplated securitization  
transaction.  The Debtors believe that the investment banker's  
decision were due to:

   (a) an inquiry by the U.S. Attorney's Office for the Eastern
       District of Pennsylvania regarding the Debtors'
       forebearance practices;

   (b) an anonymous letter sent to the investment banker and
       others publicly disparaging the Debtors; and

   (c) a highly publicized lawsuit imposing liability on an
       underwriter in connection with the securitization of loans
       for an unrelated sub-prime lender.

Due to their inability to securitize loans in the fourth quarter  
of fiscal 2003, the Debtors were compelled to adjust their  
business model to focus on whole loan sales.

The U.S. Trustee notes that for fiscal 2004, the Debtors again  
experienced losses, totaling $115.1 million.  These losses  
further continued during fiscal 2005.  For the first quarter of  
fiscal 2005, the Debtors recorded a $28.7 million net loss.

Since they adjusted their business model in the third quarter of  
fiscal 2003 to focus on whole loan sales, the Debtors have  
experienced losses in excess of $170 million.

          Diminution and Unlikelihood of Rehabilitation

In spite of their record regarding past performance, the Debtors,  
under their current Business Plan, intend to continue to focus  
their efforts on making whole loan sales.  The Creditors  
Committee has opined that the Debtors' Business Plan will result  
in nothing more than the loss of an additional $50 million in the  
value of the estates' assets over the next 12 months.  The  
Creditors Committee's contentions are supported, in part, by the  
testimony of the Debtors' financial advisors that the Business  
Plan would, over the next year, result in losses approaching $16  
million to $20 million.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Says Chapter 11 Trustee is Unwarranted
---------------------------------------------------------
American Business Financial Services, Inc. ("ABFIQ") issued a
statement yesterday in response to the motion filed late on Friday
by the Office of the United States Trustee seeking the appointment
of a Chapter 11 trustee to oversee the ABFS Chapter 11 case:

     "We believe strongly that the appointment of a Chapter 11
     trustee is not only unwarranted, but is also contrary to the
     interests of creditors - the very interests which the U.S.
     Trustee is purportedly seeking to protect.

     "The motion provides no justifiable basis for the appointment
     of a trustee.  In fact, the motion concedes that the
     allegations of fraud and mismanagement 'remain in large part
     unsubstantiated.'

     "Aside from these unsubstantiated allegations, the U.S.
     Trustee argues that there is a significant level of distrust
     and acrimony displayed by the creditors and other parties in
     interest.  The fact that the U.S. Trustee cites this as a
     justification for the appointment of a Chapter 11 trustee
     belies the fact that the Official Committee of Unsecured
     Creditors believes at this time that a Chapter 11 trustee
     would be counter-productive and does not support the
     appointment of a trustee.

     "The motion also ignores the fact that the Company and the
     Unsecured Creditors' Committee worked closely to select David
     Coles of Alvarez & Marsal as the Company's Chief
     Restructuring Officer and agreed on the responsibilities that
     he would have as CRO.  The Committee has indicated that it is
     pleased with the CRO process, which demonstrates that
     concerns they may have about the management of the Company
     have been satisfied by Mr. Coles' hiring."

The Company intends to file a formal objection to the motion prior
to the scheduled March 29, 2005 hearing date.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERICAN WAGERING: Emerges from Bankruptcy Together with Leroy's
----------------------------------------------------------------
American Wagering, Inc. (OTC Bulletin Board: BETMQ) and Leroy's
Horse & Sports Place, Inc., a wholly owned subsidiary of AWI,
consummated the Restated Amended Joint Plan of Reorganization and
have formally emerged from Chapter 11.  AWI and Leroy's officially
concluded the process after completing all required actions and
satisfying all remaining conditions of the Plan, which was
confirmed by the U.S. Bankruptcy Court for the District of Nevada
on February 28, 2005.

AWI and Leroy's will continue operating their businesses as going
concerns, all AWI common shareholders will retain their stock
ownership in the Company, and the AWI common stock will continue
to trade on the OTC Bulletin Board.  AWI has formally requested
that the "Q" designation be removed from AWI's stock symbol soon
as possible (returning the symbol to its original "BETM"
designation).

Victor Salerno, CEO of AWI, said, "We are pleased to emerge from
the Chapter 11 proceedings. While it has been difficult, the
reorganization process has allowed us to structure our litigation
payables in a manner that will not create a material drain on the
Company's cash flows.  In addition, we have been able to retain
key employees and customers while keeping shareholder value
intact.  We are confident in our ability to implement our
strategies to grow the business and increase shareholder value in
the long term.  AWI has long been a leader in the race and sports
industry; we expect to continue in that role with our numerous
race and sports book locations in the state of Nevada and with the
new technologies we continue to develop for our consumer and
casino customers."

Mr. Salerno continued, "Once again, I would like to extend my
gratitude to our employees for their hard work and dedication, and
to our customers, vendors, lenders and advisors for their support
during this process."

Headquartered in Reno, Nevada, American Wagering, Inc. --
http://www.americanwagering.com/main.html-- owns and operates a   
number of subsidiaries including, but not limited to, (1) Leroy's
Horse and Sports Place, which operates 47 race and sports books
licensed by the Nevada Gaming Commission, giving it the largest
number of books in the state; (2) Computerized Bookmaking Systems,
the dominant supplier of computerized sports wagering systems in
the state of Nevada; and (3) AWI Manufacturing (formerly AWI Keno)
is licensed by the Nevada Gaming Commission as a manufacturer and
distributor, and has developed a self-service race and sports
wagering kiosk.  The Company filed for chapter 11 protection on
July 25, 2003 (Bankr. D. Nev. Case No. 03-52529).  Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed $13,694,623 in total assets and $13,688,935 in total debts.


AMI SEMICONDUCTOR: S&P Alters Outlook on Low-B Ratings to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pocatello, Idaho-based AMI Semiconductor, Inc., to positive from
stable, reflecting the stable operating performance of its core
automotive, industrial, and medical segments, and modest
deleveraging.

"In addition, Standard & Poor's assigned its 'BB-' bank loan
rating and its '3' recovery rating, indicating meaningful (50-80%)
recovery of principal in the event of default, to the company's
proposed $300 million senior secured facilities," said Standard &
Poor's credit analyst Lucy Patricola.  The corporate credit rating
is affirmed at 'BB-'.

The company has announced a refinancing of its capital structure
with a tender offer for its 10.75% subordinated notes due 2013.   
AMI will fund the tender and replace its existing $125 million
term loan with a new $210 million, seven-year term loan and about
$75 million in cash.  As a result, total lease adjusted debt will
decline to $221 million from about $266 million.

AMI's ratings reflect a niche product focus, small scale, and
volatility in the company's smaller digital and foundry
businesses.  These factors are partly offset by the company's
modest leverage, sole-source agreements to provide semiconductor
chips, and its diversified customer and end-market base.  AMI
supplies customized semiconductor chips, called
application-specific integrated circuits -- ASICs, for automotive,
industrial, communications, medical, and military applications.

AMI has established itself in a niche providing lower-volume,
lower-technology semiconductors, primarily in the mixed signal
segment.  The company is the sole-source provider for
approximately 95% of the products it manufactures and, given low
obsolescence in its product line, has long-term relationships with
its customers.  The mixed signal business -- MSB, 60% of revenues,
experiences lower volatility because it serves stable and growing
end-markets, such as automotive, medical, and industrial.


ARDENT HEALTH: Asset Sale Plan Spurs Moody's to Revise Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ardent Health
Services and changed the outlook to developing.  This action
follows Ardent's announcement that it has entered into a
definitive agreement to sell its behavioral health division,
consisting of 20 behavioral hospitals, to Psychiatric Solutions,
Inc., in a transaction valued at $560 million.

Ardent will also commence a tender offer and consent solicitation
relating to its $225 million 10% Senior Subordinated Notes due
2013 in conjunction with the transaction. It is expected that the
total consideration for the sale of the behavioral health division
of $560 million will consist of $500 million in cash and $60
million in Psychiatric Solutions stock.

The developing outlook reflects the fact that Moody's will
continue to evaluate the company's strategy and anticipated
capital structure in light of this transforming event.  Moody's
will also continue to monitor developments related to the ongoing
independent review of the company's accounting practices at a
subsidiary, which is expected to result in the restatement of
certain previously filed financial statements for fiscal year 2003
and the first and second quarters of 2004.  Moody's anticipates
Ardent will file its restated results for fiscal year 2003 along
with the results of fiscal year 2004 by May 2005.

These ratings were affirmed:

   * $150 Million Senior Secured Revolving Credit Facility due
     2008, B1

   * $300 Million Term Loan B due 2011, rated B1

   * $225 Million Senior Subordinated Notes due 2013, rated B3

   * Senior implied rating, rated B1

   * Senior Unsecured Issuer Rating, rated, B2

Ardent Health Services, Inc., headquartered in Nashville,
Tennessee, is an operator of acute care and behavioral health
hospitals.  The company also owns a health plan servicing
individuals in the New Mexico market.


ARMSTRONG WORLD: Judge Robreno Sets Status Conference for Apr. 11
-----------------------------------------------------------------
Judge Eduardo C. Robreno of the U.S. District Court for the
District of Delaware will hold a status and scheduling conference
in the chapter 11 cases of Armstrong World, Inc., and its
debtor-affiliates on April 11, 2005, at 10:00 a.m., in Courtroom
11A, United States Courthouse, at 601 Market Street in
Philadelphia, Pennsylvania.

The Debtors will discuss at the conference the status of all
bankruptcy appeals and motions pending before the U.S. District
Court for the District of Delaware.

Judge Robreno directs the Debtors to confer with the counsel for
the Official Committee of Unsecured Creditors, the Official
Committee Asbestos Personal Injury Claimants, the Future
Claimants' Representative and, at the Debtors' discretion, counsel
of other interested parties, not later than March 28, 2005,
concerning the status of the bankruptcy case and future
proceedings.

The Debtors and any interested parties may deliver to the Court a
status report stating their positions as to future proceedings,
not later than April 4, 2005.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major   
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUTO CLUB: S&P Pares Credit & Financial Strength Ratings to BBpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Auto Club Life Insurance Co. to
'BBpi' from 'BBBpi'.

"The downgrade is based on Auto Club Life's marginal and
deteriorating capitalization, marginal liquidity and earnings,
volatile premium growth, and high geographic concentration,"
explained Standard & Poor's credit analyst Puiki Lok.

Auto Club Life's capitalization is marginal and deteriorating.
Through the first three quarters of 2003, the company lost 12% of
its capital and surplus to reach $25.9 million from $29.4 million
at year-end 2003.  The company's liabilities to total adjusted
capital was also very high at 14.6x as of Sept. 30, 2004, compared
with 12.2x as of year-end 2003.  Standard & Poor's capital
adequacy ratio was 70% as of year-end 2003.

Auto Club Life's operating performance is marginal.  Losses abated
slightly as the company reported a net loss from operations, after
taxes and dividends, of $611,000 through the first three quarters
of 2004, compared with a net loss of $2.2 million in the same
period in 2003.  Net premiums and annuity consideration decreased
to $41.4 million through the first three quarters of 2004,
compared with $44.0 million in the same period in 2003.
Profitability is also marginal; the company's five-year
(1999-2003) average ROR was low at 3.1%. Standard & Poor's earning
adequacy ratio was 71% as of year-end 2003.

Auto Club Life's liquidity is marginal with a Standard & Poor's
liquidity ratio of 108% in 2003.

Auto Club Life has high geographic concentration and moderate
product line concentration with 65% of direct premiums written in
Michigan, while California contributes 29% and Washington
contributing the remainder.  At the same time, 54% and 32% of net
premiums written come from ordinary annuities and ordinary life,
respectively.  Both product lines are considered very stable.

Based in Michigan, Auto Club Life Insurance Co. is 77% owned by
Auto Club Insurance Association, a property/casualty insurance
reciprocal exchange, also based in Michigan.  The group's products
are marketed primarily to members of the Auto Club Group,
subsidiaries, and other nonaffiliated organizations licensed by
American Automobile Assoc.

Despite Auto Club Insurance Assoc.'s partial ownership, Auto Club
Life is rated on a standalone basis.


CAESARS ENT: Names Gary Loveman as CEO on Planned Merger
--------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) said Gary Loveman will be
chairman, chief executive officer and president of the company
following the planned merger of Harrah's Operating Company, a
wholly owned subsidiary of Harrah's Entertainment, and Caesars
Entertainment, Inc. (NYSE: CZR).

Charles Atwood will be Harrah's senior vice president and chief
financial officer, while Tim Wilmott will be Harrah's chief
operating officer.  Harrah's will operate three divisions: Tom
Jenkin will be Western Division president, Anthony Sanfilippo
Central Division president and Carlos Tolosa Eastern Division
president.

Harrah's also plans to appoint William Barron Hilton and Stephen
F. Bollenbach to the company's board of directors following the
transaction's close.  Mr. Hilton is co-chairman of the board of
Hilton Hotels Corp. and a director of Caesars Entertainment.  Mr.
Bollenbach is chairman of Caesars Entertainment and co-chairman
and CEO of Hilton Hotels.

All current Harrah's directors will continue to serve on the
company's board.  Harrah's will also consider adding other Caesars
directors to its board in accordance with the merger agreement.

The completion of the Harrah's-Caesars merger and appointments to
the board of directors are subject to customary closing
conditions, including the receipt of required regulatory
approvals.  The companies expect the transaction to close in the
second quarter of 2005.

"We are sincerely pleased that stockholders of Harrah's and
Caesars today voted overwhelmingly to approve the merger of our
two companies," Mr. Loveman said.  "We appreciate their confidence
and believe we are prepared to make this merger - the largest in
gaming industry history - rewarding to the stockholders,
employees, customers and communities of our combined company.

"We are also gratified that Barron and Steve have agreed to join
the Harrah's board of directors.  They are legends within the
hospitality industry and businessmen of unrivaled experience and
reputation.  Their counsel and leadership will be invaluable as we
combine two of the most successful companies in gaming.

"Thanks to the efforts of the Caesars management team, Caesars has
invested in major Las Vegas and Atlantic City expansions that are
expected to be completed following the merger," Mr. Loveman said.  
"We're excited about the opportunities we'll have to capitalize on
these strategic investments.

"Additionally, we expect numerous Caesars property leaders to
remain with the company after we complete the transaction," Mr.
Loveman said.  "They will be working with division presidents who
have delivered outstanding results in a variety of market
conditions."

                   About Harrah's Entertainment

Founded 67 years ago, Harrah's Entertainment, Inc., owns or
manages through various subsidiaries 27 casinos in the United
States, primarily under the Harrah's and Horseshoe brand names.  
Harrah's Entertainment is focused on building loyalty and value
with its valued customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.

                    About Caesars Entertainment
   
Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With 27 properties on four continents, 26,000 hotel
rooms, two million square feet of casino space and 50,000
employees, the Caesars portfolio is among the strongest in the
industry. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The company has its corporate headquarters in Las Vegas.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

   HET

      -- Senior secured debt 'BBB-';
      -- Senior subordinated debt 'BB+'.

   CZR

      -- Senior unsecured debt 'BB+';
      -- Senior subordinated debt 'BB-'.


CHESAPEAKE ENERGY: Declares Common & Preferred Stock Dividends
--------------------------------------------------------------
Chesapeake Energy Corporation's (NYSE: CHK) Board of Directors has
declared a $0.045 per share quarterly dividend that will be paid
on April 15, 2005 to common shareholders of record on April 1,
2005.  Chesapeake has approximately 314 million common shares
outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 4.125% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 4.125% preferred stock is
payable on June 15, 2005, to preferred shareholders of record on
June 1, 2005, at the quarterly rate of $10.3125 per share.  
Chesapeake has 313,250 shares of 4.125% preferred stock
outstanding with a liquidation value of $313.3 million.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 5.0% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 5.0% preferred stock is payable
on May 16, 2005 to preferred shareholders of record on May 2, 2005
at the quarterly rate of $1.25 per share.  Chesapeake has 1.725
million shares of 5.0% preferred stock outstanding with a
liquidation value of $172.5 million.

Chesapeake's Board has declared a quarterly cash dividend on
Chesapeake's 6.0% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 6.0% preferred stock is payable
on June 15, 2005 to preferred shareholders of record on June 1,
2005 at the quarterly rate of $0.75 per share.  Chesapeake has
103,010 shares of 6% preferred stock outstanding with a
liquidation value of $5.2 million.

                        About the Company

Chesapeake Energy Corporation is the fourth largest independent
producer of natural gas in the U.S.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast and
Ark-La-Tex regions of the United States.  The company's Internet
address is http://www.chkenergy.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Moody's Investors Service placed Chesapeake Energy's Ba3 senior
implied and Ba3 senior unsecured note ratings on review for
upgrade.  The review would likely result in either an upgrade to
Ba2 with a stable outlook or in a confirmation of the existing
ratings while retaining a positive outlook.


COMMERCE ONE: Hires Randall A. Bradford as Accountant
-----------------------------------------------------
CO Liquidation fka Commerce One, Inc., and its debtor-affiliate
sought and obtained permission from the U.S. Bankruptcy Court for
the Northern District of California, San Francisco Division, to
employ Randall A. Bradford as their accountant.

Randall A. Bradford will:

   -- prepare and file any federal and state income tax
      returns for the period ending Dec. 31, 2004, and any
      related estimated tax payments and extensions due during
      this period;

   -- prepare and file all required 2004 Form 1099-MISCs by
      Feb. 28, 2005;

   -- prepare income statements and balance sheets for the
      purpose of completing income tax returns; and

   -- do other services related to income tax return preparation.

Edward H. Moura, CPA, at Randall, is the lead accountant in the
Debtors' cases.  Mr. Moura discloses that the Debtors will pay his
Firm a flat fee of $78,000 for the preparation and filing of the
2004 tax returns.

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

Headquartered in San Francisco, California, Commerce One, Inc.
(n/k/a CO Liquidation, Inc.) -- http://www.commerceone.com/--   
provides software services that enable businesses to conduct
commerce over the Internet.  Commerce One, Inc., and its wholly
owned subsidiary, Commerce One Operations, Inc., filed for chapter
11 protection on Oct. 6, 2004 (Bankr. N.D. Calif. Case Nos. 04-
32820 and 04-32821).  Doris A. Kaelin, Esq., and Lovee Sarenas,
Esq., at the Murray and Murray, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed $14,531,000 in total assets and $12,442,000 in total
debts.  As of December 2, 2004, Commerce One estimates that its
liabilities owed to creditors total approximately $9.7 million,
including approximately $5.1 million owed to ComVest.  The Company
expects that total liabilities will continue to increase over
time.


COVANTA ENERGY: CIT Group Holds $65,389,296 Allowed Claim
---------------------------------------------------------
Before the April 1, 2002 Petition Date, Covanta Tulsa, Inc., and
Bank of Oklahoma, National Association, formerly known as Bank of
Oklahoma, Tulsa, N.A., as Owner and Trustee for the benefit of
CIT Group/Equipment Financing, Inc., entered into a transaction
under which Covanta Tulsa sold to Bank of Oklahoma, and the Bank
leased back to Covanta Tulsa:

   * a waste-to-energy facility operated by Covanta Tulsa; and

   * certain equipment and other property associated with
     operation of the Facility.

In connection with the Sale Leaseback Transaction, Covanta Tulsa
and Covanta Energy Corporation entered into several lease
agreements, contracts, and guarantees with Bank of Oklahoma,
including:

   (a) a Site Sublease Agreement, originally dated December 1,
       1986;

   (b) a Third Unit Lease Agreement, originally dated July 21,
       1986;

   (c) a Lease Agreement, originally dated July 21, 1986;

   (d) a Participation Agreement dated July 21, 1986;

   (e) a Facility Support Agreement dated July 21, 1986;

   (f) a Guaranty, Pledge and Security Agreement, originally
       dated July 21, 1996;

   (g) a Tax Indemnity Agreement dated July 21, 1986;

   (h) a Supplemental Tax Indemnity Agreement dated September 16,
       1987; and

   (i) an Agreement of Purchase and Assumption dated July 21,
       1986.

Covanta guaranteed certain of Covanta Tulsa's obligations under
the Agreements pursuant to written guarantees.

Vincent E. Lazar, Esq., at Jenner & Block, LLP, in Chicago,
Illinois, relates that after the Petition Date, Covanta Tulsa and
Bank of Oklahoma entered into negotiations to restructure the
terms of the Sale Leaseback Transaction, which had become
undesirable for Covanta Tulsa and would have caused Covanta Tulsa
to operate at a material loss in the future.  Those negotiations,
however, were not successful.

As a result, by a request dated September 29, 2003, Covanta Tulsa
sought and obtained permission to reject the Agreements with Bank
of Oklahoma effective October 15, 2003.

Pursuant to the confirmed Second Amended Joint Plan of
Reorganization, Mr. Lazar explains that creditors like CIT fall
under "Class 6 - Allowed Parent and Holding Company Unsecured
Claims" and entitled to receive distributions on account of their
claims.  Creditors holding unsecured claims against a Debtor that
is the subject of the confirmed Second Amended Joint Plan of
Liquidation, on the other hand -- including CIT's claims against
Covanta Tulsa -- are not receiving any distributions on account of
their claims.

CIT filed Claim No. 4581 against Covanta for $128,408,156 plus
other unliquidated amounts for the damages it suffered as a result
of Covanta Tulsa's rejection of the Agreements that Covanta
guaranteed.  In addition, Bank of Oklahoma, in its capacity as
Owner and Trustee for the benefit of CIT, filed Claim No. 4575,
which is duplicative of Claim No. 4581.

CIT asserted a claim exceeding $100 million on the basis of the
Participation Agreement rejected by Covanta Tulsa and guaranteed
by Covanta.  The claim provided for liquidated damages in the
event of a breach in an amount including:

   -- the outstanding amount of the public bonds issued to
      finance the construction and start-up of the Tulsa WTE
      Facility;

   -- the "Stipulated Loss Value" as defined in the Agreement;
      and

   -- unpaid rent, less the fair market sale value of the Tulsa
      WTE Facility.

Covanta objected to Claim Nos. 4575 and 4581 and sought to have
those claims liquidated.

To avoid further litigation, Covanta, CIT and Bank of Oklahoma
entered into a settlement wherein the parties agreed to a
compromise of CIT's disputed claims.

The Settlement provides that:

   (1) Claim No. 4581 will be allowed and fixed as a Class 6 -
       Allowed Parent and Holding Company Unsecured Claim for
       $65,389,296, without offset, defense, or counterclaim;

   (2) Claim No. 4575 will be disallowed as a duplicate of Claim
       No. 4581; and

   (3) Nothing will constitute or be deemed to constitute a
       waiver of any rights any parties-in-interest may have with
       respect to the $65,389,296 Allowed Claim.

Although under the Reorganization Plan, the Reorganized Debtors
have the exclusive right to file and prosecute claims objections
and are free to operate their business --- including entering into
settlements without seeking court approval -- the Reorganized
Debtors sought Court approval of the Settlement in light of the
magnitude of CIT's claim and its potential impact on the
distributions that will be made to other Class 6 creditors.

At the Reorganized Debtors' request, Judge Blackshear approves the
Settlement in its entirety and authorizes the Reorganized Debtors
to consummate the transactions contemplated.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 75;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DAS INT'L: Judge Ahart Formally Closes Bankruptcy Case
------------------------------------------------------          
The Honorable Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California formally closed on Jan. 14, 2005,
the bankruptcy case filed by D.A.S. International Medical
Marketing, Ltd., and its debtor affiliates.  Judge Ahart dismissed
the Debtors' bankruptcy case on Sept. 2, 2004.

The Debtor's creditors, General Life Insurance Company, Equitable
Life Assurance Society of the United States, Cigna Employee
Benefits Services, Inc., UnitedHealth Group, Inc., Humana Inc.,
Aetna Life Insurance Company and Aetna U.S. Healthcare, Inc.,  
filed a motion to dismiss the Debtors' chapter 11 case on Aug. 6,
2004.

The U.S. Trustee also filed a motion to dismiss the Debtors'
bankruptcy case or convert it to a chapter 7 liquidation
proceeding on Aug. 11, 2004.

The Insurance Companies and the U.S. Trustee cited in their
separate requests that:

   a) a Receiver appointed for the Debtors was authorized by the
      District Court with powers to administer the Debtors'
      businesses, including the sole authority to file a chapter
      11 petition, and the filing of the chapter 11 petitions by
      the Debtors and its affiliates was a violation of the
      District Court's order; and

   b) the Insurance Companies and the U.S Trustee believe that the
      Debtors' chapter 11 petition was a bad faith filing and an
      attempt by the Debtors to prevent the enforcement of claims
      by the Insurance Companies.

Judge Ahart concluded that these facts demonstrate causes to
dismiss the Debtors' bankruptcy case pursuant to Section 305(a)
and Section 1112(b) of the Bankruptcy Code.

The Court also ordered the Receiver to distribute funds Pro Rata
to the Insurance Companies and other holders of valid claims
against the Debtors, and the payment of $250 for outstanding third
Quarter 2004 U.S. Trustee fees.

Headquartered in Los Angeles, California, D.A.S. International
Medical Marketing, Ltd., filed for chapter 11 protection on
June 10, 2004 (Bankr. C.D. Calif. Case No. 04-22972).  The Court
dismissed the case on Sept. 2, 2004, and the case was officially
closed on Jan. 14, 2005.  Stephanie L. Krafchak, Esq., at Kradchak
& Associates represented the Debtor.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of $1 million to $10 million.


DELPHI CORP: Wolf Popper Files Securities Fraud Class Action Suit
-----------------------------------------------------------------
Wolf Popper LLP has filed a securities fraud lawsuit against
Delphi Corporation (NYSE: DPH) and certain of its officers and
directors, on behalf of all persons, including preferred
shareholders, who purchased Delphi securities on the open market
from April 12, 2000 through March 3, 2005.  The action was filed
in the United States District Court for the Southern District of
New York.  The complaint can be obtained from the Court or viewed
on Wolf Popper's Web site at http://www.wolfpopper.com/

The complaint alleges that during the class period, defendants
caused Delphi to issue materially false and misleading press
releases and SEC filings touting Delphi's financial performance.  
Defendants failed to disclose in those public statements that
Delphi, through a variety of intentional accounting manipulations,
had, among other things:

     (i) overstated cash flow from operations in 2000 by
         approximately $200 million;

    (ii) overstated pre-tax income in 2001 and prior periods in
         excess of $100 million;

   (iii) prematurely recognized revenue for technology contracts
         and rebates that should have been spread over the life of
         the contract; and

    (iv) improperly capitalized expenses that should have been
         recognized immediately; and

     (v) boosted cash flow from operations and pretax earnings by
         claiming it sold assets and inventory that it had agreed
         to buy back later.

Defendants' improper actions were revealed on March 4, 2005, when
Delphi announced the resignation of Alan Dawes, Delphi's CFO,
after the Audit Committee "expressed a loss of confidence in him"
and reported that, due to the extensive accounting improprieties,
Delphi's previously announced financial results would be restated
and its Form 10-Q for the period ended September 30, 2004 and
audited financial results for year ended 2004 would be delayed
pending the completion of an internal investigation.

In response to the March 4, 2005, disclosures, Delphi common stock
plummeted to $5.46 per share on extremely heavy volume of 24.5
million shares, as compared to a closing price of $6.37 per share
on volume of 2.6 million shares the prior day.  On March 8, 2005,
Moody's slashed Delphi's credit rating to junk status.

Wolf Popper LLP has extensive experience representing shareholders
in class actions and has successfully recovered billions of
dollars for defrauded shareholders.

Class members who desire to be appointed a lead plaintiff in this
action must file a motion with the Court no later than May 6,
2005.  Class members who are interested in serving as a lead
plaintiff in this action, or other persons who have questions or
information regarding the prosecution of this action, are urged to
call or write:

         Wolf Popper LLP
         Renee Karalian, Esq.
         845 Third Avenue
         New York, N.Y. 10022
         Tel. No. 212-451-9621
         Toll Free: 877-370-7703
         Fax: 212-486-2093
         Toll Free Fax: 877-370-7704
         Email: irrep@wolfpopper.com
         Web site: http://www.wolfpopper.com

                         About the Company

Delphi -- http://www.delphi.com/-- is the world's largest  
automotive component supplier with annual revenues topping $25
billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil. Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delphi Corp. to 'BB+' from 'BBB-' and its short-term
corporate credit rating to 'B' from 'A-3'. The ratings were
removed from CreditWatch where they were placed Dec. 2, 2004. The
outlook is stable.

"The action reflected our view that Delphi's earnings outlook will
remain weak for the next few years because of challenging
conditions in the automotive industry, a heavy dependence on
General Motors Corp. (BBB-/Stable/A-3), which is losing market
share in the U.S., and continued heavy underfunded employee
benefit obligations," said Standard & Poor's credit analyst Martin
King.

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Moody's Investors Service lowered the long-term ratings of
Delphi Corporation to Baa3 and its short term rating for
commercial paper to P-3.  Moody's said the rating outlook is
negative.  The downgrade reflects Moody's expectations that Delphi
Corp.'s cash generation and credit metrics will remain under
pressure through 2006 as a result of:

   1. lower US production levels and market share of General
      Motors, its largest customer;

   2. higher commodity costs;

   3. large required pension contributions during 2005 and 2006;
      and

   4. a high wage and benefit structure among its domestic UAW
      master agreement work force.

While Delphi Corp. has continued to make progress on several of
its key longer-term strategic objectives (growing its non-General
Motors volumes, increasing its geographic diversification and
reducing higher cost domestic employment levels), the magnitude of
lower General Motors volumes, short term rigidity in its domestic
employee expense and contractual arrangements, and net un-
recovered raw material costs more than offset these gains.

These challenges and the resulting pressure on Delphi's
performance are expected to continue into 2006. However, Moody's
believes that if Delphi can maintain progress in expanding its
non-GM and its non-US operations, while reducing higher wage and
benefit domestic employment levels, the company could lay the
groundwork for operating margins, cash generation and credit
measures that are more solidly supportive of the Baa3 rating.

S&P, Moody's and Fitch Ratings Ratings took a dim view of last
week's news, cutting their ratings further or placing them under
review.


DIRECTV GROUP: Subsidiaries Plan to Ink New $2 Billion Refinancing
------------------------------------------------------------------
The DIRECTV Group, Inc.'s (NYSE:DTV) subsidiaries, DIRECTV
Holdings LLC and DIRECTV Financing Co., Inc., intend to enter into
a new $2 billion senior secured credit facility and issue up to
$500 million principal amount of unsecured senior notes.  DIRECTV
Group expects that the new credit facility and notes offering will
be completed in early April.

The Issuers plan to use the proceeds of these financings to repay
and terminate the existing $1.26 billion senior secured credit
facility of DIRECTV Holdings and to repay an unsecured promissory
note in an aggregate principal amount of $875 million owing to
DIRECTV Group, with remaining proceeds to be available for working
capital or other purposes and to pay transaction costs.

The terms of the new senior secured credit facility are still to
be determined, but it is expected that the new facility will be
secured by substantially all the assets of DIRECTV Holdings and
its subsidiaries, and will be guaranteed by all of its material
domestic subsidiaries.  It is currently anticipated that
$500 million of the facilities will be undrawn at closing.

The new senior notes will be unsecured indebtedness of the Issuers
guaranteed on a senior basis by all of DIRECTV Holdings' material
domestic subsidiaries.  The senior notes will be sold to qualified
institutional buyers in reliance on Rule 144A, and outside the
United States in compliance with Regulation S under the Securities
Act.  The senior notes initially will not be registered under the
Securities Act of 1933 or state securities laws and may not be
offered or sold in the United States without registration unless
an exemption from such registration is available.

The DIRECTV Group also announced that the Issuers intend to redeem
$490 million aggregate principal amount of their outstanding
8-3/8% Senior Notes due 2013, representing 35% of the $1.4 billion
aggregate principal amount outstanding.  The Issuers expect to
exercise their option to redeem a portion of the notes using the
proceeds of an equity investment that DIRECTV Group intends to
make in DIRECTV Holdings.  The redemption date will be established
upon completion of the refinancing referred to above, or upon
obtaining necessary waivers under the existing senior secured
credit agreement.  DIRECTV Group presently anticipates that the
redemption date will occur in early May.  In accordance with the
terms of the indenture governing the notes, the redemption price
will be 108.375% of the principal amount, plus accrued and unpaid
interest.

The trustee for the outstanding senior notes is The Bank of New
York, telephone 213-630-6176.

                        About the Company

The DIRECTV Group, Inc. (NYSE:DIRECTV) -- http://www.directv.com/
-- is a world-leading provider of digital multichannel television
entertainment, broadband satellite networks and services.  The
DIRECTV Group, Inc., is 34 percent owned by Fox Entertainment
Group, which is approximately 82 percent owned by News
Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service has upgraded the debt ratings for The
DIRECTV Group, Inc.'s 100% owned subsidiary DIRECTV Holdings LLC.

The DIRECTV ratings upgraded include:

   -- Senior implied ratings to Ba2 from Ba3;
   -- $1.012 billion senior secured term loan to Ba1 from Ba2;
   -- $250 million senior secured revolver to Ba1 from Ba2;
   -- $1.4 billion senior unsecured notes to Ba2 from B1;
   -- Issuer rating to Ba3 from B2.

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


DRESSER INC: Annual Report Filing Delay Cues S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB-' ratings on
Addison, Texas-based Dresser, Inc., on CreditWatch with negative
implications.  The action follows Dresser's announcement that it
will most likely be delayed in filing its 10K before
March 31, 2005, and that the company could potentially have
difficulty providing timely 2004 audited financial statements to
its lenders.

Filing delays could result from an ongoing company review
concerning a $10 million adjustment to pretax income and a
$2.4 million decrease to income-tax expense recorded in fourth-
quarter 2003, reported in the company's 2003 10K.

The company has stated that it will seek waivers from lenders
extending filing deadlines and expects that they will be granted.
Nevertheless, the CreditWatch listing reflects the potential for
ratings to be lowered if the company fails to receive waivers (and
thus potentially violate covenants under the company's senior
secured credit facility, senior unsecured term loan, and
9.37% senior subordinated notes), or if other potential
difficulties arise in the near term that would adversely affect
credit quality.  Standard & Poor's will continue to review these
matters as further information is disclosed, to assess the
potential effect on credit quality before resolving the
CreditWatch listing.


DUCANE GAS: Judge Waites Officially Terminates Bankruptcy Case
--------------------------------------------------------------          
The Honorable John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina officially terminated the bankruptcy
case filed by Ducane Gas Grills, Inc.  Judge Waites terminated the
Debtor's bankruptcy case on Feb. 15, 2005.  

Judge Waites confirmed the Debtor's Amended Plan of Reorganization
on June 25, 2004.  The Debtor filed a request to officially close
its case on Dec. 29, 2004.

The Debtor cites in its request that:

   a) it has substantially consummated its confirmed Plan
      by commencing distribution to its creditors pursuant to
      Section 1101(2) of the Bankruptcy Code and it has already
      filed a final report of its chapter 11 case;

   b) its bankruptcy estate is fully administered and its
      case should be closed pursuant to Rule 3022 of the Federal
      Rules of the Bankruptcy Procedure and Section 350(a) of the
      Bankruptcy Code; and

   c) none of its creditors and other parties in interest
      have objected in its request to officially close its
      bankruptcy case.

Judge Waites concludes that these facts satisfy cause to
officially terminate the Debtor's bankruptcy case.  Judge Waites
also ordered the Debtor to pay all current quarterly fees due and
owing to the U.S. Trustee pursuant to Section 1930(a)(6) of the
Judiciary Code.

Headquartered in Columbia, South Carolina, Ducane Gas Grills,
Inc., sells and distributes cooking gas grills.  The Company filed
for chapter 11 protection on December 5, 2003 (Bankr. D. S.C. Case
No. 03-15219).  G. William McCarthy, Jr., Esq., at Robinson,
Barton, McCarthy, Calloway & Johnson, P.A., represented the
Debtor.  When the Debtor filed for chapter 11 protection, it
listed total assets of $10,715,764 and total debts of $15,209,902.


ENRON CORP: Court Approves Benefit Plans Settlement Pact
--------------------------------------------------------
As reported in the Troubled Company Reporter on March 1, 2005,
pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code, 12
parties seek the U.S. Bankruptcy Court for the Southern District
of New York's authority to enter into a settlement agreement
relating to certain benefit plan claims:

    (a) Enron Corp. as reorganized Debtor and as successor to
        Portland General Corp.;

    (b) Portland General Holdings, Inc., as debtor and debtor in
        possession;

    (c) Portland General Electric Company;

    (d) the Official Committee of Unsecured Creditors in the
        Debtors' Chapter 11 cases; and

    (e) the Settling Participants:

           -- Alvin Alexanderson,
           -- Grieg Anderson,
           -- Leonard Girard,
           -- Don Kielblock,
           -- Richard Reiten,
           -- Peter O'Neil,
           -- Peter Brix, and
           -- Jerry Hudson.

                           Benefit Plans

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that certain employees and directors of PGC, PGH, or PGE
have asserted rights to receive deferred compensation,
supplemental retirement and other benefits under one or more
benefit plans.  The Benefit Plans include:

    * Portland General Holdings, Inc. Management Deferred
      Compensation Plan;

    * Portland General Holdings, Inc. Supplemental Executive
      Retirement Plan -- SERP;

    * Portland General Holdings, Inc Senior Officer' Life
      Insurance Benefit Plan;

    * Portland General Holdings, Inc. Retirement Plan for Outside
      Directors -- ODRP;

    * Portland General Holdings, Inc. Outside Directors' Deferred
      Compensation Plan; and

    * Portland General Holdings, Inc Outside Directors' Life
      Insurance Benefit Plan.

Certain assets with respect to the Benefit Plans -- the Trust
Assets -- are held in two umbrella "rabbi" trusts, and separate
sub-trusts which were established under each of the umbrella
trusts for each plan and for each participating corporate entity.

The participants under the Benefit Plans include the Settling
Participants and other former or current employees who are not
parties to the Settlement Agreement -- the Non-Signatory
Participants.  Many of the Participants have been employed by, or
have served as outside directors of PGC, PGH or PGE.

Pursuant to the terms of the Benefit Plans, a Participant's
accrual of Benefits corresponded to:

    -- the employer that actually employed the Participant and
       reported him as being on its payroll at the time; or

    -- the Board of Directors of the entity on which the
       Participant served.

Accordingly, at the time the Participant is eligible to receive
Benefits under the Benefit Plans, the Benefits are to be paid
from that portion of the Trusts that corresponds to the
Participant's employer or the entity of his Board of Directors
membership at the time of the accrual of the Benefits.

Each of the Participants have timely filed claims in the Debtors'
Chapter 11 cases asserting claims under the Benefit Plans against
Enron and PGH.

                              Disputes

In early 2002, disputes arose between the Participants, and
Enron, PGH and PGE, with respect to claims under the Benefit
Plans and their proper distribution.  The Participants alleged
that all distributions must be made to them from that portion of
the Trusts corresponding to PGE, a non-debtor.

Prior to the merger of PGC and Enron in 1997, PGC, PGH and PGE
adopted the Benefit Plans for the benefit of certain members of
senior management and outside directors.  In addition, the Trusts
were established to hold assets intended to be used to provide
Benefits -- one for senior management and one for the outside
directors.

Prior to the Merger, PGC, as the parent company, was the
corporate "sponsor" of the Benefit Plans, and each of PGC, PGH
and PGE were considered "Participating Employers."  In 1997,
incident to the Merger, PGC transferred its sponsorship of the
Benefit Plans to PGH "for administrative reasons."  Also, at the
time of the Merger, certain asset and liability transfers between
PGC and PGH allegedly occurred, which the Participants contend
resulted in PGH, not PGC, being liable for payment of benefits
from the PGC sub-trusts.

Specifically, the Participants have asserted that, in addition to
PGC's administrative sponsorship, the Trust Assets and
corresponding liabilities attributable to PGC were also
transferred to PGH, so that PGH is the owner of the PGC-related
assets and is responsible for PGC's Benefit Plan-related
liabilities.  The Participants have also asserted breach of
fiduciary duty claims related to the administration of the
Trusts.  Under various theories, the Participants contended that
certain significant intercompany claims asserted by Enron and
PGE against PGH should either be reclassified or subordinated.

Enron, PGH, PGE and the Creditors' Committee dispute each of the
Participants' contentions, and assert that the assets held in the
PGC sub-trusts became assets of Enron and that the intercompany
claims against PGH are valid and enforceable, and rank pari passu
with claims for Benefits from PGH.

However, if the Participants were to prevail in their assertions,
PGH creditors would include Participants with Benefits due on
account of employment with or service as a director to PGC and
would be entitled to receive satisfaction of their claims through
PGH.

In addition to their arguments regarding corporate sponsorship
for the Benefit Plans, the Participants also asserted that PGC,
PGH and PGE were joint employers, sharing liability to their
employees.  Enron, PGH, PGE and the Creditors' Committee dispute
the Participants' joint employer theories of liability and
consider those theories untested at law.  However, if the
Participants prevailed, the consequence of joint employer status
would be that PGE (a solvent non-debtor entity) would be liable
for payment of the benefits owed to the PGC and PGH Participants.

                        Settlement Agreement

For over two years, the Parties participated in an arm's-length
negotiation process.  The process resulted in the creation of a
term sheet regarding a potential settlement among the Parties.
On June 17, 2004, each of the Settling Participants was provided
with a copy of the Term Sheet and given the opportunity to review
it.  Subsequently, each Settling Participant executed an
authorization authorizing certain spokespersons to act as their
exclusive representative in connection with the negotiation of
the Settlement Agreement.  The Settling Participants agreed to be
bound by the terms and conditions in the Settlement Agreement
provided that the terms did not materially differ or modify any
term or condition of the Term Sheet.

Mr. Rosen notes that the Settlement Agreement is subject to the
approval of the board of directors of Enron, PGE and PGH.  The
Parties will execute the Settlement Agreement upon the Boards'
and the Bankruptcy Court's approval of the Settlement Agreement.

The Settlement Agreement provides for, inter alia, the
distribution of benefits to the Settling Participants, and the
establishment of new benefit plans for those benefits that are
not to be distributed immediately upon the Court's approval of
the Settlement.

The Settlement Agreement sets forth these salient provisions:

A. Distributions to Settling Participants

    Each Settling Participant will be eligible to receive a
    distribution calculated as a percentage of his total claim,
    which will have these components:

       1. an amount payable in cash in a lump sum, in lieu of any
          past amounts due to the Settling Participant under the
          Benefit Plans that have not been paid through March 31,
          2004 -- the Pending Distributions;

       2. either (i) an amount to be paid in cash in a lump sum,
          or (ii) an amount representing the liability for future
          benefits to be transferred to one or more trusts
          currently maintained, or to be created and maintained,
          by PGE, depending on the total Distribution Amount
          payable to the Settling Participant and also depending
          on whether the portion of the Distribution Amount is
          allocable to the Settling Participant as a deferred
          compensation benefit or a supplemental retirement
          benefit, in lieu of any amounts due under the Benefit
          Plans on and after April 1, 2004; and

       3. a pro-rated portion of the Earned Amount.

    The Earned Amount allocable to each Participant will be
    calculated as a pro-rated portion of any amounts earned on the
    Trust Assets as interest, other increases in the value of the
    Trust Assets as a result of investment performance and other
    earnings on the Trust Assets between April 1, 2004, and the
    date on which the first Distribution Amounts are paid or
    transferred -- the Distribution Date -- which amounts will:

       -- be reduced by the Administrative Fees;
       -- not be reduced by the Excluded Costs; and
       -- in no event be less than zero.

    The Earned Amount will be apportioned among Enron, PGE and the
    Participants pro rata, based on the Distribution Amounts
    calculated in accordance with the Settlement Agreement and the
    Enron/PGE Allocated Portion (the Trust Assets minus the
    aggregate Distribution Amounts).

    If the combined amount payable to any Settling Participant is
    $500,000 or less, the payment will be made to the Participant
    in cash, in a lump sum.  If the combined amount is greater
    than $500,000, the liability for the full amount due in lieu
    of any amounts due under the Benefit Plans on and after
    April 1, 2004, for any Settling Participant will be payable in
    accordance with one or more comparable benefit plans that will
    be maintained by PGE -- the PGE Rollover Plans.

    PGH, PGE and Enron agreed that $8,398,3877 will be transferred
    from PGH in satisfaction of its obligations under the PGE
    Rollover Plans.

    Any amount payable to a Settling Participant with respect to
    Benefits allegedly accrued under the SERP or ODRP, that would
    have been paid to a Settling Participant between April 1,
    2004, and the date payments in accordance with the PGE
    Rollover Plans will commence, will be paid in cash in a lump
    sum.

    PGE will adopt the PGE Rollover Plans, or otherwise ensure
    that the PGE Rollover Plans are established and maintained,
    as soon as reasonably practicable after the Court's approval
    of the Settlement Agreement, but in no event later than the
    Distribution Date.

    Any portion of a Settling Participant's Distribution Amount
    which is not otherwise payable in a lump sum in accordance
    with the Settlement Agreement will be payable in accordance
    with the PGE Rollover Plans, and the payments will be in the
    form and in accordance with the timing set forth on the
    benefit elections applicable to the Participant, as recorded
    as of June 27, 2003, without regard to any prior requests for
    early or emergency withdrawals pending on the date the
    Settlement Agreement becomes effective, which will be deemed
    by the Settlement Agreement to have been withdrawn.

B. Payment and Distribution Process

    On the Distribution Date:

       1. all Pending Distributions will be paid;

       2. the amounts payable in cash to Settling Participants
          whose combined Pending Distribution and payment in lieu
          of any amounts due under the Benefit Plans on and after
          April 1, 2004, is $500,000 or less will be paid;

       3. the PGE Rollover Plans will become effective;

       4. the SERP- or ODRP-related payments that are payable
          between April 1, 2004, and the Distribution Date will be
          paid;

       5. the liabilities will be transferred to the PGE Rollover
          Plans; and

       6. PGH will transfer $8,398,387 in satisfaction of its
          obligations under the PGE Rollover Plan.

    The PGE Rollover Plans will commence making payments within 10
    days after the Distribution Date or as soon as otherwise is
    reasonably practicable after the Distribution Date in
    accordance with its terms.

    The pro-rated portion of the Earned Amount payable to each
    Settling Participant will be paid within 60 days after the
    Distribution Date.

    Subject to the Court's approval of the Settlement Agreement,
    Wachovia will make distributions directly to the Settling
    Participants or as directed by PGH and Enron with respect to
    any transfers to a PGE Trust, or will facilitate other
    transfer as PGE and PGH may reasonably agree in accordance
    with the Settlement Agreement.

C. Execution of General Releases

    As a condition of receiving any payments or distributions in
    the Settlement Agreement, each Settling Participant will
    execute a General Release and Covenant Not to Sue, that will
    forever bar them from asserting any claims against the
    Released Entities, the Released Plans, the Released Trustees,
    M Benefit, Wachovia and the Authorized Spokespersons.

    The Release also obligates each Settling Participant to make
    himself available to assist any of the Released Entities and
    their representatives with the sale of PGE and the prosecution
    and defense of any legal proceedings involving matters of
    which the Settling Participant may have relevant knowledge.

    Pursuant to the Release, no payments or distributions will be
    made, and the Settling Participant agrees to repay any amounts
    paid or distributed, in the event he or she has or is
    subsequently determined to have engaged in wrongful conduct or
    to have breached the Release in any way.

D. Non-Signatory Participants

    The Distribution Amounts that would be allocable under the
    Settlement Agreement to Non-Signatory Participants, had those
    persons been Settling Participants, will be maintained by PGH
    in a segregated account to solely benefit the:

       -- Non-Signatory Participants,
       -- Enron, and
       -- PGE,

    pending resolution of all claims asserted by the Non-Signatory
    Participants, ENE and PGE against PGH.

E. Enron Assets

    The Enron/PGE Allocated Portion and all Assets of PGH
    remaining after the distributions required by the Settlement
    Agreement will be deemed to be assets of Enron, and the
    interests therein will be transferred or assigned, as
    applicable, by Enron to or for the benefit of PGE, and in the
    amount, as may be agreed to by Enron and PGE.  Any amounts
    that PGH and PGE may agree are equivalent to the cost to PGE
    for the continued payment and administration of the Settling
    Participants' Distribution Amount that are not otherwise
    payable in a lump sum, may, at the election of PGH and with
    the consent of PGE, be distributed to PGE in a manner as PGH
    will determine.

F. Indemnity

    PGH and, to the extent the indemnity provided by PGH is
    insufficient, Enron, will indemnify and hold harmless PGE,
    from all claims, demands and causes of action that may be
    asserted by any Non-Signatory Participant with respect to the
    Benefit Plans.  The indemnity will cover all legal fees and
    expenses as and when incurred by PGE in defense of the claims,
    demands and causes of action, and the full amount of any
    resulting liability, subject to exceptions regarding notice,
    procedures to be followed and enforceability and any other
    reasonable exceptions.

G. Miscellaneous

    All pending motions filed against any Released Entities,
    Released Plans or Released Trusts by or on behalf of any
    Settling Participant will, upon the Court's approval of the
    Settlement Agreement, be deemed withdrawn, except any motions
    filed with respect to the case captioned Tittle, et al. v.
    Enron Corp., et al., No. H-01-3913 (S. D. Tex).

    Upon the Court's approval, PGH and Portland Transition
    Company, Inc., will file a motion to dismiss their Chapter 11
    bankruptcy cases, No. 03-14231(AJG) and 03-14232 (AJG).
    Within 30 days of the Court's approval of the Settlement
    Agreement becoming a final, non-appealable order, the Parties
    will consummate the Settlement Agreement.

    In the event that the approval is not entered by June 30,
    2005, or is reversed or vacated prior to consummation of the
    Settlement Agreement, the Settlement Agreement will be of no
    further force or effect, and will be null and void and without
    prejudice to any of the Parties.

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

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

Mr. Rosen says that the Settlement Agreement resolves all issues
related to the disputes under the Benefit Plans without
litigation.  "If these disputes are not resolved through the
Settlement Agreement, protracted and costly litigation is likely
that could result in significant additional expense for [Enron]
and PGH.  Any such litigation is further likely to involve PGE as
a defendant at time when its sale is pending."

                          *     *     *

Judge Gonzalez approves the stipulation.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
137; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERPRISE PRODUCTS: Sells 2.25 Million Additional Common Units
---------------------------------------------------------------
Enterprise Products Partners L.P.'s (NYSE:EPD) underwriters of its
recent equity offering have exercised their option to purchase an
additional 2,250,000 common units to cover over-allotments.  This
sale is part of the Company's equity offering that was priced on
Feb. 10, 2005, and is at the offering price to the public of
$27.05 per unit.

The total gross proceeds from the offering of 17,250,000 common
units, including the additional common units sold through the
over-allotment, were $466.6 million.

A copy of the prospectus supplement can be obtained from any of
the underwriters, including UBS Investment Bank at Prospectus
Department, 299 Park Avenue, New York, NY, 10171, or Citigroup
Global Markets Inc., at Brooklyn Army Terminal, 140 58th Street,
8th floor, Brooklyn, N.Y. 11220.  Any direct requests to UBS
should be to the attention of the Prospectus Department at 212-
821-3000, and direct requests to Citigroup should be to the
attention of the Prospectus Department at 718-765-6732 or by fax
at 718-765-6734.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the limited partner interests
described in this press release, nor shall there be any sale of
these limited partner units in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.  The offer is being made only through the
prospectus as supplemented, which is part of a shelf registration
statement that became effective on April 21, 2003.

                        About the Company

Enterprise Products Partners L.P. -- http://www.epplp.com/-- is  
one of the largest publicly traded energy partnerships with an
enterprise value of more than $14 billion, and is a leading North
American provider of midstream energy services to producers and
consumers of natural gas, natural gas liquids (NGLs) and crude
oil.  Enterprise transports natural gas, NGLs and crude oil
through 31,000 miles of onshore and offshore pipelines and is an
industry leader in the development of midstream infrastructure in
the Deepwater Trend of the Gulf of Mexico.  Services include
natural gas transportation, gathering, processing and storage; NGL
and propylene fractionation (or separation), transportation,
storage, and import and export terminaling; crude oil
transportation and offshore production platform services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Enterprise Products Partners L.P.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured rating to Enterprise Products' subsidiary Enterprise
Products Operating L.P.'s proposed (in aggregate) $2.0 billion
note issues.  The notes will be issued in four tranches, due 2007,
2009, 2014 and 2034.

Total debt principal outstanding at Dec. 31, 2004 was
approximately $4.3 billion, which represented 44.2% of the
partnership's total capitalization.  Enterprise had cash of
approximately $34 million at the end of 2004.


FMAC LOAN: Fitch Holds Default Ratings on 24 Securitizations
------------------------------------------------------------
Fitch Ratings has taken ratings actions on the issues for FMAC
Loan Receivables Trust:

   FMAC Loan Receivables Trust, series 1996-A:

       -- Class A-1 IO affirmed at 'AAA';
       -- Class A-2 IO affirmed at 'AAA';
       -- Class A-1 affirmed at 'AAA';
       -- Class A-2 affirmed at 'AAA';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C';
       -- Class C-1 remains at 'D';
       -- Class C-2 remains at 'D'.

Classes A-1 and A-2 affirmations are based on the strength of an  
MBIA insurance policy.

   FMAC Loan Receivables Trust, series 1996-B:

       -- Class A-X remains at 'D';
       -- Class A-1 remains at 'D';
       -- Class A-2 remains at 'D';
       -- Class B remains at 'D';
       -- Class C remains at 'D';
       -- Class D remains at 'D';
       -- Class E remains at 'D'.

   FMAC Loan Receivables Trust, series 1997-A:

       -- Class A-X affirmed at 'AA';
       -- Class A affirmed at 'AA';
       -- Class B affirmed at 'A';
       -- Class C affirmed at 'BBB';
       -- Class D downgraded to 'C' from 'B';
       -- Class E remains at 'C';
       -- Class F remains at 'D'.

   FMAC Loan Receivables Trust, series 1997-B:

       -- Class A-X affirmed at 'B';
       -- Class A affirmed at 'B';
       -- Class B downgraded to 'C' from 'CC';
       -- Class C remains at 'D';
       -- Class D remains at 'D';
       -- Class E remains at 'D';
       -- Class F remains at 'D'.

   FMAC Loan Receivables Trust, series 1997-C:

       -- Class A-X affirmed at 'BBB';
       -- Class A affirmed at 'BBB';
       -- Class B downgraded to 'C' from 'CCC';
       -- Class C remains at 'C';
       -- Class D remains at 'D';
       -- Class E remains at 'D';
       -- Class F remains at 'D'.

   FMAC Loan Receivables Trust, series 1998-A:

       -- Class A-X downgraded to 'C' from 'BB';
       -- Class A-2 downgraded to 'C' from 'BB';
       -- Class A-3 downgraded to 'C' from 'BB';
       -- Class B downgraded to 'C' from 'CCC';
       -- Class C remains at 'C';
       -- Class D remains at 'D';
       -- Class E remains at 'D';
       -- Class F remains at 'D'.
       
   FMAC Loan Receivables Trust, series 1998-B:

       -- Class A-X downgraded to 'C' from 'B';
       -- Class A-2 downgraded to 'C' from 'B';
       -- Class B downgraded to 'C' from 'CC';
       -- Class C remains at 'C';
       -- Class D remains at 'D';
       -- Class E remains at 'D';
       -- Class F remains at 'D'.
       
   FMAC Loan Receivables Trust, series 1998-C:

       -- Class A-X downgraded to 'BB' from 'AA';
       -- Class A-2 downgraded to 'BB' from 'A';
       -- Class A-3 downgraded to 'BB' from 'A';
       -- Class B downgraded to 'B-' from 'BB';
       -- Class C downgraded to 'C' from 'B';
       -- Class D downgraded to 'C' from 'CCC';
       -- Class E downgraded to 'C' from 'CC';
       -- Class F remains at 'D'.

   FMAC Loan Receivables Trust, series 1998-D:

       -- Class A-2 affirmed at 'AAA';
       -- Class A-3 affirmed at 'AAA';
       
Both affirmations are based on the strength of an MBIA insurance
policy.

The negative rating actions reflect additional reductions in
Fitch's expected credit enhancement that will be available to
support each class in these transactions. Fitch's analysis
incorporated stressed recovery rates on currently defaulted
collateral.


GAYLORD ENTERTAINMENT: S&P Slices Unsecured Debt Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its unsecured debt
rating on hotel developer and owner Gaylord Entertainment Company
to 'B-' from 'B'.

Concurrently, the 'B' corporate credit rating on the Nashville,
Tennessee-based company was affirmed.  The outlook is stable.
Approximately $576 million in debt was outstanding on
Dec. 31, 2004.

The downgrade of senior unsecured debt rating, one notch below the
corporate credit rating, follows Gaylord's announcement that it
has entered into a new $600 million senior secured bank facility
that will replace the existing $100 million secured revolving bank
facility.  "Given the expectation that priority debt will increase
materially in the next few years as the new bank facility is drawn
upon, the unsecured debt holders are now expected to be
meaningfully disadvantaged under a simulated payment default
scenario, warranting the rating distinction," said Standard &
Poor's credit analyst Sherry Cai.  "However, given the quality of
Gaylord's hotels, a couple of which are fairly new, and the
company's regional diversification, the assets are expected to
retain enough value to limit the rating distinction between the
secured and unsecured debt ratings to one notch," Ms. Cai added.

The new five-year $600 million secured credit facility consists of
a $300 million revolving credit facility and a $300 million
delayed draw term loan facility.  The revolver will be available
for working capital, capital expenditures, and for other corporate
purposes.  The delayed draw term loan will be primarily available
to fund a portion of the cost to construct the proposed Gaylord
National Resort and Convention Center near Washington, D.C.


HARRAH'S ENT: Names Gary Loveman as CEO on Planned Merger
---------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) said Gary Loveman will be
chairman, chief executive officer and president of the company
following the planned merger of Harrah's Operating Company, a
wholly owned subsidiary of Harrah's Entertainment, and Caesars
Entertainment, Inc. (NYSE: CZR).

Charles Atwood will be Harrah's senior vice president and chief
financial officer, while Tim Wilmott will be Harrah's chief
operating officer.  Harrah's will operate three divisions: Tom
Jenkin will be Western Division president, Anthony Sanfilippo
Central Division president and Carlos Tolosa Eastern Division
president.

Harrah's also plans to appoint William Barron Hilton and Stephen
F. Bollenbach to the company's board of directors following the
transaction's close.  Mr. Hilton is co-chairman of the board of
Hilton Hotels Corp. and a director of Caesars Entertainment.  Mr.
Bollenbach is chairman of Caesars Entertainment and co-chairman
and CEO of Hilton Hotels.

All current Harrah's directors will continue to serve on the
company's board.  Harrah's will also consider adding other Caesars
directors to its board in accordance with the merger agreement.

The completion of the Harrah's-Caesars merger and appointments to
the board of directors are subject to customary closing
conditions, including the receipt of required regulatory
approvals.  The companies expect the transaction to close in the
second quarter of 2005.

"We are sincerely pleased that stockholders of Harrah's and
Caesars today voted overwhelmingly to approve the merger of our
two companies," Mr. Loveman said.  "We appreciate their confidence
and believe we are prepared to make this merger - the largest in
gaming industry history - rewarding to the stockholders,
employees, customers and communities of our combined company.

"We are also gratified that Barron and Steve have agreed to join
the Harrah's board of directors.  They are legends within the
hospitality industry and businessmen of unrivaled experience and
reputation.  Their counsel and leadership will be invaluable as we
combine two of the most successful companies in gaming.

"Thanks to the efforts of the Caesars management team, Caesars has
invested in major Las Vegas and Atlantic City expansions that are
expected to be completed following the merger," Mr. Loveman said.  
"We're excited about the opportunities we'll have to capitalize on
these strategic investments.

"Additionally, we expect numerous Caesars property leaders to
remain with the company after we complete the transaction," Mr.
Loveman said.  "They will be working with division presidents who
have delivered outstanding results in a variety of market
conditions."

                   About Caesars Entertainment
   
Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With 27 properties on four continents, 26,000 hotel
rooms, two million square feet of casino space and 50,000
employees, the Caesars portfolio is among the strongest in the
industry. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The company has its corporate headquarters in Las Vegas.


                   About Harrah's Entertainment

Founded 67 years ago, Harrah's Entertainment, Inc., owns or
manages through various subsidiaries 27 casinos in the United
States, primarily under the Harrah's and Horseshoe brand names.  
Harrah's Entertainment is focused on building loyalty and value
with its valued customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

   HET

      -- Senior secured debt 'BBB-';
      -- Senior subordinated debt 'BB+'.

   CZR

      -- Senior unsecured debt 'BB+';
      -- Senior subordinated debt 'BB-'.


HAYES LEMMERZ: Lenders Agree to Amend Loan Terms
------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) has obtained an
agreement from its lenders to amend the Credit Agreement dated as
of June 3, 2003, governing its $450 million Senior Secured Term
Loan and $100 million Senior Secured Revolving Loan.  The
amendments will reduce debt costs related to these facilities,
provide the Company with additional flexibility under the
financial covenants and increase the Company's ability to fund
growth opportunities.  The amendments to the Credit Agreement
will, among other things:

   -- allow Hayes Lemmerz to proceed with its previously announced
      plan to offer approximately $150 million in Euro denominated
      senior unsecured notes and retain half of the net proceeds
      from the offering for general corporate purposes;

   -- reduce the Company's interest rate on its Term Loan by 50
      basis points;

   -- favorably modify the financial covenants;

   -- permit the Company to increase its Revolving Loan from $100
      million up to $125 million; and

   -- allow Hayes Lemmerz to retain half of the net proceeds from
      the proposed divestiture of its Commercial Highway Hubs and
      Drums business for capital expenditures.

The effectiveness of these amendments is subject to a number of
conditions, including the successful completion of the offering of
the previously announced senior unsecured notes with net proceeds
to the Company of at least Euro 100 million.

James Yost, Vice President of Finance and Chief Financial Officer,
said, "We are very pleased with the continued show of support from
our lenders.  This amendment to our Credit Agreement will provide
the Company with additional financial flexibility to support our
continuing strategy to expand in geographic and product areas
where we can increase the Company's profitability and enhance
shareholder value."

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  Eric
Ivester, Esq., and Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meager & Flom represent the Debtors' in their restructuring
efforts.


HEILIG-MEYER: Wachovia Bank Wants Case Converted to Chapter 7
-------------------------------------------------------------
Wachovia Bank, N.A., as the collateral agent for Heilig-Meyers
Furniture Company's prepetition secured lenders, asks the United
States Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, to convert the Company's chapter 11 case to a
chapter 7 liquidation proceeding.

Wachovia believes that the creditors of Heilig-Meyers Furniture
Company will receive more under chapter 7 than they will receive
under the Debtors' proposed plan.  Wachovia said the plan provides
no distribution to the Furniture Company's creditors on account of
transfers to the other Debtors' estate.  The chapter 7 conversion
will enable the estate, through an independent chapter 7 trustee,
to assert $190 million of administrative claims against the other
Debtors.  Wachovia calculates that claims against Heilig-Meyers
Furniture Company represent less than 4% of all claims against all
of the Debtors' estates.

Also, Wachovia explained that the case should be converted because
the Debtors and the creditors' committee have a conflict of
interest in asserting the administrative claims held by the
Furniture Company against its debtor-affiliates.  

Wachovia explained that the value of the Furniture Company's
assets has been greatly diminished throughout the course of its
chapter 11 case and that it lacks any prospect of a
rehabilitation.

In the alternative and in lieu of conversion, Wachovia asks the
Bankruptcy Court to appoint a chapter 11 trustee for the Furniture
Company.  Neither the conversion of the Furniture Company's
chapter 11 case to chapter 7 nor the appointment of a chapter 11
trustee will prevent the emergence of RoomStore as a reorganized
entity, as it has been operated separately.

                         RoomStore's Plan
  
On March 10, 2005, the U.S. Bankruptcy Court for the Eastern
District of Virginia approved the Disclosure Statement explaining
the Amended and Restated Joint Plan of Reorganization proposed by
HMY RoomStore, Inc., a wholly owned subsidiary of Heilig-Meyers
Company, and the Official Committee of Unsecured Creditors.

Under the terms of the Plan, RoomStore will emerge as a
reorganized business enterprise and the unsecured creditors of
RoomStore will receive common stock in Reorganized RoomStore in
satisfaction of their claims against RoomStore.  Reorganized
RoomStore will issue 9.8 million shares of new RoomStore common
stock to an unsecured claims reserve for the benefit of allowed
unsecured claims and affiliated debtor claim.  Heilig-Meyers
Company, the parent of RoomStore, is the single largest creditor
of RoomStore and will receive approximately 67% of the new common
stock of Reorganized RoomStore.  Reorganized RoomStore will
continue to operate stores under the RoomStore name.

                    Heilig-Meyer's Amended Plan

On March 7, 2005, Heilig-Meyers Company and certain of its wholly
owned subsidiaries:

   -- Heilig-Meyers Furniture Company,
   -- Heilig-Meyers Furniture West, Inc.,
   -- HMY Star, Inc., and
   -- MacSaver Financial Services, Inc.,

and the Official Committee of Unsecured Creditors have filed an
Amended and Restated Joint Liquidating Plan of Reorganization and
Disclosure Statement with the Bankruptcy Court.  The Amended Plan
amends and restates the Proposed Joint Plan of Reorganization
filed by the Companies and HMY RoomStore, Inc., on Sept. 16, 2004.

Under the terms of the proposed Amended Plan, pre-petition
creditors will receive beneficial interests in a Liquidation Trust
in settlement of their claims.  All of the Companies' assets will
be transferred to a Liquidation Trust to be converted to cash for
distribution or distributed directly to the beneficiaries of the
Liquidation Trust.  The holders of existing common stock of
Heilig-Meyers Company will receive no distribution under the
proposed Amended Plan and will have no interest in the Liquidation
Trust, and it is anticipated that the existing shares of common
stock will be cancelled.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.


HOST MARRIOTT: Closes $650 Million Private Debt Placement
---------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) discloses the closing of
$650 million aggregate principal amount of Series N Senior Notes
bearing interest at a rate of 6-3/8% per year due in 2015, issued
by Host Marriott, L.P., for whom the Company acts as sole general
partner.  The Notes were offered in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The proceeds of the offering were approximately $640 million,
after deducting fees and expenses and will be used, together with
available cash, to fund the tender offer, launched March 3, 2005,
for $300 million of Host Marriott L.P.'s 8-3/8% Series E senior
notes due 2006, as well as to redeem approximately $169 million of
its existing 7-7/8% Series B senior notes due 2008, to repay the
$140 million mortgage debt secured by two of the Company's Ritz-
Carlton hotels located in the Buckhead section of Atlanta, Georgia
and Naples, Florida and to pay related call premiums, fees and
expenses.

The Notes offered have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  The issuance of the Notes has been
structured to allow secondary market trading under Rule 144A under
the Securities Act of 1933.

                        About the Company

Host Marriott Corporation owns 112 luxury and upscale, full-
service hotels, predominantly in urban, airport, and resort
locations in the U.S., Canada, and Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$575 million amended and restated credit facility of hotel owner
Host Marriott Corp.  At the same time, Standard & Poor's affirmed
its other ratings, including the 'B+' corporate credit rating on
the company.  The outlook is stable.

Approximately $5.6 billion in debt (including approximately
$475 million of convertible quarterly income preferred securities)
was outstanding on June 18, 2004.

The amended and restated credit facility will replace the
company's existing $300 million bank credit facility due in
June 2005.  Under the amendment, the facility will mature in
September 2008 but can be extended an additional year under
certain conditions.

The new credit facility has a unique structure composed of two
parts: a revolving facility A and a revolving facility B.  Maximum
borrowings under the revolving facility A may vary from
$0 to $385 million as determined by leverage as defined in the
loan agreement.  Revolving facility A has similar covenant levels
to the existing credit facility, while the covenants governing
revolving facility B are more relaxed.  For instance, maximum
leverage at the end of 2004 for revolving facility A is 7.0x,
whereas it is 7.5x for revolving facility B.  Based on this
covenant differential, it is possible that there would be no
availability under revolving facility A, but Host could continue
to draw on revolving facility B.  In return for the higher risk,
revolving facility B borrowings will be priced at a 50 basis point
premium to revolving facility A borrowings.

Both the revolving credit facilities A and B are initially secured
by a perfected first-priority security interest (on an equal and
ratable basis with amounts outstanding under the senior note
indenture) in all capital stock, partnership interests, and other
equity interests owned by Host Marriott and each guarantor (with
certain limitations).  Guarantors consist of each direct and
indirect wholly owned subsidiary of Host with certain limitations
on foreign subsidiaries.

"The ratings on Host Marriott reflect the company's substantial
debt levels as well as credit measures that are somewhat weak for
the ratings," said Standard & Poor's credit analyst Sherry Cai.
However, Standard & Poor's expects an improvement in Host's credit
measures to result from a healthier operating environment and
management's focus on improving the balance sheet.  The ratings
also consider the high quality of the company's hotels, the
geographic diversity of its portfolio, and its experienced
management team.  Moreover, Host's good liquidity position and
historically good access to both debt and equity capital markets
are viewed favorably.


HOUSTON EXPLORATION: Names Jack Bergeron as Offshore Division VP
----------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) said John E. "Jack"
Bergeron Jr. has been named vice president and general manager of
the offshore division, effective immediately.  Mr. Bergeron, 47,
will be responsible for all aspects of the company's Gulf of
Mexico operations including prospect generation, exploration and
development drilling, technology, and leasing opportunities.

Mr. Bergeron, who has 26 years of industry experience, spent the
last ten years in management roles with Total E&P USA Inc. and
Fina Oil and Chemical Company.  While at Total his roles included
managing the exploration operations at Alaska's North Slope and
supervising the domestic onshore development operations, as well
as other areas of responsibility.  He also held various
engineering and management positions with Tenneco Oil Company and
Gulf Oil Corporation.  He received a bachelor's degree in
petroleum engineering from The University of Texas at Austin.

                        About the Company

The Houston Exploration Company is an independent natural gas and
crude oil producer engaged in the development, exploitation,
exploration and acquisition of natural gas and crude oil
properties. The company's operations are focused in South Texas,
the Arkoma Basin, the Rocky Mountains and offshore in the shallow
waters of the Gulf of Mexico.  Additional production is located in
East Texas. For more information, visit the company's Web site at
http://www.houstonexploration.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2004,  
Moody's affirmed, with a stable outlook, the Ba3 senior implied  
rating and B2 note ratings for The Houston Exploration Company  
following the company's announcement of two acquisitions of  
shallow water Gulf of Mexico properties.  The mostly debt funded  
acquisitions of a total of 13.2 mmboe of proved reserves (3,600  
boe/d of production) for approximately $145 million represents a  
full price of $39,545 paid per daily unit of production and $10.98  
per boe of proved reserves before development and plugging and  
abandonment (P&A) costs.


HUNTER FAN: Moody's Rates Planned $200M Sr. Sec. Facilities at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time rating of B1 to
Hunter Fan Company's proposed $50 million revolving credit
facility and $150 million "tranche B" term loan facility.  The
ratings outlook is stable.

The ratings reflect the company's high customer concentration, its
heavy reliance on one product, the increased levels of working
capital Hunter Fan is expected to maintain, the risks involved
with developing and marketing new products, and its low interest
cover and cash flow coverage for the fiscal year ended Oct. 31,
2004.  The ratings are supported by the company's dominant market
share and well known brand name, its consistent historical sales
growth, its on-going strategy to diversify its product offerings,
the measures it has taken to improve its sourcing in order to
control product costs, its experienced management team, and its
relatively low level of required capital expenditure.

The proceeds from the term loan will be used to refinance all of
Hunter Fan's existing debt, including its subordinated notes, and
the ratings incorporate the expectation that, as a result of the
transaction, the company's interest expense will decline and its
interest cover and cash flow will improve accordingly.

Founded by the Hunter Family in 1886, and moved to Memphis in
1946, the company has established a dominant market position in
ceiling fans.  The majority of Hunter Fan's sales are to hardware
home centers and the largest share of its revenues come from the
sale of ceiling fans.  The company is diversifying its product
offering while leveraging its brand name by introducing other home
comfort products, such as air purifiers in 1992 and humidifiers in
1997, which have grown and now constitute a meaningful share of
sales.  In 2004, EBIT / interest expense was 2.4 times, and free
cash flow / debt was 1.5%.  On a proforma basis, debt / EBITDA is
expected to be 3.6 times at closing.

The stable outlook reflects the well established market position
attained by the company, the moderate assumptions for business and
operations in 2005, and the expectation that EBIT / interest
expense will be at least 2.9 times, retained cash flow / debt will
be at least 12.0%, and free cash flow / debt will be at least 5.0%
for the fiscal year to end in October 2005.  Negative ratings
pressure could result from the imposition by Hunter's major
customers of terms, which require higher than anticipated levels
of working capital and if 2005 results fall short of the above
metrics for a significant period.

The ratings could move up if the company accomplishes its 2005
sales plan and debt / EBITDA declines to below 2.9 times, EBIT /
interest expense rises to greater than 3.5 times, retained cash
flow / debt increases to above 18%, and free cash flow / debt
rises to above 9%, and are maintained at those levels for a
sustained period.

The $50 million 5 year revolving credit facility and the
$150 million 7 year "tranche B" term loan facility will be
guaranteed by the borrower's existing and future domestic
subsidiaries and secured by all of Hunter Fan's material domestic
assets, patents, trademarks, and the equity shares in all material
domestic subsidiaries and 65% of material foreign subsidiaries.   
The $50 million revolving credit will be un-drawn at close.  As
the new maturity of the term loan schedule will require repayments
of only $1.5 million in each of the next 6 years, the transaction
significantly improves the company's liquidity.  The credit
facilities will represent substantially all of the company's
funded debt.  It is understood that the credit agreement will
include certain financial covenants, including a minimum interest
coverage ratio and a maximum leverage ratio, and that flexibility
under these covenants may be somewhat limited. The ratings
assigned are subject to the receipt of final documentation with no
material changes to the terms as originally reviewed by Moody's.

These ratings were assigned:

   * $50 million guaranteed secured 5-year revolving credit
     facility, of B1,

   * $150 million guaranteed secured 7-year "tranche B" term loan
     facility, of B1,

   * Senior Implied rating, of B1,

   * Issuer rating, of B2.

The outlook is stable.

Hunter Fan Company, founded in 1886 and headquartered in Memphis,
Tennessee, designs, engineers, sources and markets ceiling fans,
home comfort appliances, and lighting products.  The company is
the dominant player in the ceiling fan business, which it sells
under the Hunter and Casablanca brand names.  The privately held
company was acquired by Lehman Brothers Merchant Banking in 2003.


INTEGRATED HEALTH: Wants to Delay Entry of Final Decree to Nov. 3
-----------------------------------------------------------------
Pursuant to Rule 9006(a) of the Federal Rules of Bankruptcy
Procedure, IHS Liquidating LLC asks the Court to:

   (1) delay the entry of a final decree closing the Chapter 11
       case of Integrated Health Services, Inc., Case No. 00-389
       (MWF) until November 3, 2005; and

   (2) extend the date for filing a final report and accounting
       for all the IHS Debtors' cases until August 2, 2005.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, reports that, since September 9, 2003, IHS
Liquidating has made substantial progress in its efforts to
prosecute or otherwise resolve a large volume of claim objections
that were filed by the IHS Debtors.  IHS Liquidating has also made
distributions under the IHS Plan to holders of allowed claims in
certain priority classes and with the Court-approved Class 6 cash
out election option.

IHS Liquidating, Mr. Barry says, is still actively engaged in
litigation with both Abe Briarwood Corporation and certain of the
IHS Debtors' former executives.  IHS Liquidating believes that the
closing of the IHS Debtors' Chapter 11 case at this time is not
possible and feasible due to the pending and active litigation
before the Court.

According to Mr. Barry, a delay in the entry of a final decree is
warranted:

   * to ensure that the Debtors have full opportunity to continue
     to prosecute or resolve the pending claim objections and
     other matters;

   * to ensure that distributions are made under the IHS Plan
     only to those actual creditors, and in the amounts, as are
     appropriate; and

   * because the jurisdiction of the Court may still be necessary
     while the claims administration process is ongoing.

The Court will hold a hearing to consider IHS Liquidating's
request at 2:00 p.m. (prevailing Eastern Time) on April 22, 2005.
By application of Del.Bankr.L.R. 9006-2, IHS Liquidating's
deadline to file a final report and accounting is automatically
extended through the conclusion of that hearing.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue  
No. 89; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERPUBLIC GROUP: Needs Waivers from Bondholders & Lenders
-----------------------------------------------------------
The Interpublic Group of Companies, Inc., says it'll need more
time to file its annual report on Form 10-K and to release fourth
quarter and full year 2004 earnings.  The company has previously
disclosed that it has a number of material weaknesses in internal
control, including the documentation and control of the financial
results reporting process.  The delay will extend past March 31,
the latest due date for filing the Form 10-K.  The company
attributed the delay to the breadth of internal work and analysis
required given its material control weaknesses and in order to
complete management's report on internal controls, as required by
Section 404 of the Sarbanes-Oxley Act.

                           Restatements
    
Interpublic has recently identified items that may require
adjustments to prior period financial statements.  Currently, the
most significant of these items concerns acquisitions during the
period from 1996 through 2001, for which the company may have
improperly consolidated the results of acquired companies.  The
company is in the early stages of its review, but has identified
preliminary amounts of approximately $145 million in revenue and
$25 million of net income that may have been improperly recognized
from 1996 through 2001.  This review also encompasses several
other matters that may also require adjustment to prior period
financial statements, but the company has not yet determined the
amounts and periods affected.

"Since assuming my new role, I have been clear that the control
environment is our most immediate priority," said Interpublic
Chairman and CEO, Michael Roth.  "The extensive review process we
have undertaken is appropriate given the material control
weaknesses we face.  We were unable to provide details concerning
the timing of our earnings release until having come to this point
in our process.  We regret this, as well as the delay to our
filing that will result.  But the actions we are taking are
consistent with our stated desire to thoroughly address internal
controls and move beyond our financial reporting issues.  These
actions are not related to and should not impede the professional
performance of our operating units, many of which continue to make
great strides and deliver outstanding work and results to their
clients."

                   Lender & Bondholder Talks
     
Interpublic says it intends to seek waivers and amendments of its
covenants and indentures from its bank syndicate and its
bondholders.

Interpublic is the borrower under two bank loan agreements:

   -- a 364-Day Credit Agreement dated as of May 10, 2004, as
      amended on Sept. 29, 2004, to redefine EBITDA; and

   -- a 3-Year Credit Agreement dated as of May 10, 2004, as
      amended on Sept. 29, 2004, to redefine EBITDA, with:

        * CITIBANK, N.A., as Agent and a Lender
        * JPMORGAN CHASE BANK
        * KEYBANK NATIONAL ASSOCIATION
        * LLOYDS TSB BANK PLC
        * HSBC BANK USA
        * ING CAPITAL LLC
        * ROYAL BANK OF CANADA
        * UBS LOAN FINANCE LLC
        * SUNTRUST BANK and
        * CALYON NEW YORK BRANCH.

The 364-Day Revolving Credit Facility provides for borrowings of
up to $250,000,000.  The Three-Year Revolving Credit Facility
provides up to $450,000,000, of which $200,000,000 supports
Letters of Credit.  

                        About the Company

Manhattan-headquartered The Interpublic Group of Companies, Inc.,
is one of the world's leading organizations of advertising
agencies and marketing-services companies.  Major global brands
include Draft, Foote Cone & Belding Worldwide, GolinHarris
International, Initiative, Jack Morton Worldwide, Lowe & Partners
Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal
McCann and Weber Shandwick.  Leading domestic brands include
Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed
$11.2 billion in assets and $9 billion in liabilities.  


INTERPUBLIC GROUP: Fitch Lowers Senior Unsecured Debt to B+
-----------------------------------------------------------
Fitch Ratings has lowered the following debt ratings of The
Interpublic Group of Companies, Inc. -- IPG:

      -- Senior unsecured debt to 'B+' from 'BB+';
      -- Multicurrency bank credit facility to 'B+' from 'BB+'.

The debt ratings have also been placed on Rating Watch Negative.
Approximately $2.2 billion of debt is affected by this action.

The rating action follows the company's announcement that it will
be unable to file its annual report on Form 10-K by March 31,
2005, the latest due date for filing the Form 10-K.

Furthermore, the company indicated that it has identified
additional items that are likely to require restatement of prior
period revenue and earnings for acquired businesses from the
period 1996-2001.

Fitch's rating action reflects significantly increased levels of
negative event risk at the company. The company will, in the near
term, require waivers and amendments from its bank syndicate and
from its bondholders. These waivers will encompass filing
requirements and financial covenants.

Fitch is also concerned about the reliability of the company's
financial reporting.  In addition to the restatement of prior
period results associated with acquisitions, the company indicated
that it is reviewing other matters that may require adjustment.
The company had previously disclosed that it had material control
weaknesses as defined by section 404 of the Sarbanes-Oxley Act.  
In 2002, the company was also required to make material
restatements of prior years' earnings.  The ability of IPG's
auditors to provide an 'unqualified' opinion is important to
Fitch's evaluation.

Fitch is also concerned that the continuing difficulties in
establishing reliable financial controls may affect IPG's ability
to attract and retain clients for its services.  Following a
multiyear period of negative organic growth, organic growth
stabilized and began to improve in the second and third quarters
of 2004. Nevertheless, organic growth, in recent quarters, has
remained below that of its peers in the industry.  While
significant new client wins at the McCann-Erickson agency are a
positive, client losses at the Lowe agency have continued,
increasing the uncertainty about the outlook for the consolidated
business.

The earnings and cash flow outlook for the company is also of
concern.  In addition to uncertainties in the revenue outlook for
the company, a variety of special costs, such as high costs for
professional services, including Sarbanes-Oxley compliance costs,
costs to implement corporatewide shared services, and higher
recruitment costs are currently retarding the earnings performance
of the company.  Some of these costs are likely to continue at
high levels in the future, given the need to rectify the material
weaknesses in internal controls and costs associated with
additional prior period adjustments.

Fitch will continue to monitor the ability of the company to
manage through the process of late financial filing, establishing
reliable financial controls and reporting, growing its base of
client services, managing a cost structure that provides adequate
profitability and maintaining a stable-to-improving credit
profile.  Fitch's ratings on IPG will be adjusted based on the
company's progress in these areas.


INTERPUBLIC GROUP: S&P Downgrades Corporate Credit Rating to BB  
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Manhattan-based The Interpublic Group of Cos.
Inc. to 'BB-' from 'BB+', based on the long-term challenges the
company faces related to its reporting systems and restoring
operating performance to peer levels.  The rating remains on
CreditWatch with negative implications given the company's need to
seek waivers from lenders and bondholders in order to address the
possibility of a technical default.  The advertising agency
holding company had approximately $2.2 billion of debt outstanding
on Sept. 30, 2004.

"Interpublic's expected delay in filing its 10-K, possibility of
prior-period financial statement adjustments, and need for waivers
intensify concerns related to Interpublic's financial systems, and
Standard & Poor's believes that fully dealing with all of these
issues will take some time," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.  "In the meantime, Interpublic's operating
performance has trailed that of its peers, and its financial
issues could pose risks to the company's ability to maintain
existing clients and originate new accounts in a confidence-driven
business," added Mrs. Kelly.  Performance recently has suffered
from key client losses at subsidiary agency Lowe Worldwide and
substantial professional fees and costs of other initiatives;
together, these factors could undermine compliance with credit
agreement covenants.

Interpublic also faces the critical issue of obtaining waivers and
consents from lenders and bondholders in connection with a delayed
filing and the possibility of restatements. Under the bond
indenture, a covenant breach will result if financial statements
are not filed by March 31, 2005.  If the company subsequently
receives a notice of default from either the trustee or 25% of the
holders of any series of its bonds, a 60-day cure period exists to
resolve the issue and avoid default.  Standard & Poor's will
monitor the company's strategies for receiving the waivers and
consents from lenders and bondholders.  If Standard & Poor's
becomes concerned about the company's ability to cope with these
issues in a timely and effective manner, it could take a further
rating action, perhaps within a matter of days or weeks.


J.P. MORGAN: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
---------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2005-LDP1, commercial mortgage pass-through certificates are rated
by Fitch Ratings:

       -- $86,232,000 class A-1 'AAA';
       -- $343,133,000 class A-1A 'AAA';
       -- $994,485,000 class A-2 'AAA';
       -- $157,523,000 class A-3 'AAA';
       -- $601,541,000 class A-4 'AAA';
       -- $119,936,000 class A-SB 'AAA';
       -- $94,303,000 class A-J 'AAA';
       -- $100,000,000 class A-JFL 'AAA';
       -- $2,878,562,757 class X-1* 'AAA';
       -- $2,809,981,000 class X-2* 'AAA';
       -- $68,366,000 class B 'AA';
       -- $25,187,000 class C 'AA-';
       -- $53,973,000 class D 'A';
       -- $28,786,000 class E 'A-';
       -- $46,776,000 class F 'BBB+';
       -- $28,786,000 class G 'BBB';
       -- $32,384,000 class H 'BBB-';
       -- $10,794,000 class J 'BB+';
       -- $14,393,000 class K 'BB';
       -- $10,795,000 class L 'BB-';
       -- $7,196,000 class M 'B+';
       -- $7,197,000 class N 'B';
       -- $10,794,000 class P 'B-';
       -- $35,982,757 class NR 'NR'.

       * Notional Amount and Interest Only.

Class NR is not rated by Fitch.  Classes A-1, A-2, A-3, A-4, A-SB,
A-J, A-JFL, X-2, B, C, and

D are offered publicly, while classes A-1A, X-1, E, F, G, H, J, K,
L, M, N, P, and NR are privately placed pursuant to rule 144A of
the Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 233
fixed-rate loans having an aggregate principal balance of
approximately $2,878,562,757 as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'J.P. Morgan Chase Commercial Mortgage
Securities Corp., Series 2005-LDP1' dated Feb. 22, 2005, available
on the Fitch Ratings web site at http://www.fitchratings.com/


J.P. MORGAN: S&P Places Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.8 billion commercial mortgage pass-through certificates
series 2005-CIBC11.

The preliminary ratings are based on information as of
March 11, 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.  Class A-1, A-2, A-3,
A-4, A-SB, A-J, A-JFL, B, C, D, and X-2 are currently being
offered publicly.  Standard & Poor's analysis of the portfolio
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.43x, a beginning LTV of 95.1%, and an ending
LTV of 81.8%.

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
    J.P. Morgan Chase Commercial Mortgage Securities Corp.
                       Series 2005-CIBC11
    
        Class         Rating      Preliminary amount ($)
        -----         ------      ----------------------
        A-1           AAA                     74,544,000
        A-2           AAA                    171,978,000
        A-3           AAA                    146,582,000
        A-4           AAA                    727,213,000
        A-SB          AAA                    108,245,000
        A-1A          AAA                    212,208,000
        A-J           AAA                     67,062,000
        A-JFL         AAA                     50,000,000
        B             AA                      45,024,000
        C             AA-                     18,010,000
        D             A                       27,014,000
        E             A-                      22,512,000
        F             BBB+                    24,764,000
        G             BBB                     18,009,000
        H             BBB-                    24,764,000
        J             BB+                      6,753,000
        K             BB                       9,005,000
        L             BB-                      6,754,000
        M             B+                       4,502,000
        N             B                        4,502,000
        P             B-                       6,754,000
        NR            N.R.                    24,763,730
        X-1*          AAA                  1,800,862,730
        X-2*          AAA                  1,755,401,000
   
    * Interest-only class with a national dollar amount
      N.R. - Not rated


JETBLUE AIRWAYS: S&P Puts B Rating on $250M Convertible Debentures
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
JetBlue Airways Corp.'s 3.75% $250 million convertible debentures
due 2035.

"The ratings on JetBlue Airways Corp. (BB-/Negative/--) reflect
its relatively small, but growing, size within the cyclical,
price-competitive, and capital-intensive airline industry," said
Standard & Poor's credit analyst Betsy Snyder.  "However, its low
operating costs and strong passenger demand for its low fares and
product offering have resulted in consistent profitability despite
the adverse airline environment."

JetBlue, the best-capitalized start-up in airline history, began
operations in February 2000. JetBlue's management has many years
of experience with low-fare airlines, and has utilized many of the
best practices of those successful airlines in developing and
implementing JetBlue's operating strategy.  The Forest Hills, New
York-based company currently serves 29 destinations in 12 states,
Puerto Rico, the Dominican Republic, and Nassau, Bahamas, out of
hubs located at New York's JFK airport and Long Beach airport in
Southern California.  The company's fleet is comprised of 73 new
Airbus A320 aircraft, with 15 to be delivered each year through
2007.  The company has also ordered 100 Embraer 100-seat regional
jets, with deliveries to begin in mid-2005.  JetBlue's operating
costs are among the lowest in the airline industry, due to high
productivity of assets and labor, and low-frills, point-to-point
service.  The company also benefits from good labor relations,
with a highly motivated work force, all of whom participate in
profit-sharing programs.  Since it began operating, JetBlue's load
factors have consistently been among the highest in the industry,
due to strong passenger preference for its low fares and
consistent product, which includes the personal television screens
provided at each seat, and congenial labor force.  As a result,
JetBlue has been profitable since the end of its first year of
operations, a major feat for a start-up airline, most of which
have eventually entered bankruptcy and ceased service.

Beginning in 2004, JetBlue has been affected by excess industry
capacity, which has led to pressure on fares, along with high fuel
costs, conditions that are not expected to abate over the near
term.  This caused JetBlue's 2004 earnings to decline to
$47 million from $92 million in 2003, excluding a government
refund.  The company expects to be profitable in 2005, despite the
ongoing weak industry environment, although margins are not
expected to recover to previous levels.

JetBlue's margins, although still among the highest of the U.S.
airlines, declined in 2004 due to a weak fare environment and high
fuel prices.  If these trends continue, resulting in continuing
weak earnings or losses, ratings could be lowered.


KAISER ALUMINUM: Wants 7-3/4% SWD Revenue Bond Settlement Approved
------------------------------------------------------------------
In December 1992, Kaiser Aluminum & Chemical Corporation entered
into an Installment Sale Agreement with St. James Parish, State of
Louisiana, pursuant to which St. James Parish purchased a solid
waste disposal facility in Gramercy, Louisiana, from KACC and
subsequently sold the Gramercy Facility back to KACC.  To fund the
Gramercy Facility acquisition, St. James Parish issued the Solid
Waste Disposal Revenue Bonds (Kaiser Aluminum Project) Series 1992
in the aggregate principal amount of $20 million pursuant to a
Trust Indenture dated December 1, 1992.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that pursuant to the Sale
Agreement, KACC agreed to make periodic installment payments to
St. James Parish.  St. James Parish assigned its rights under the
Sale Agreement and pledged the derived revenues to the indenture
trustee for the 7-3/4% SWD Revenue Bonds for the satisfaction of
the 7-3/4% SWD Revenue Bonds.  The Sale Agreement also provided
that KACC would designate its obligations under the Sale
Agreement as senior in priority to obligations under the 12-3/4%
senior subordinated notes due 2003, which, at that time, had not
been issued, although a registration statement had been filed.  
However, there is an issue as to whether the written designation
of the 7-3/4% SWD Revenue Bonds as senior indebtedness was ever
provided to the indenture trustee for the Senior Subordinated
Notes.

In 1993, KACC issued the Senior Subordinated Notes in the
aggregate principal amount of $400 million.  Certain of the
Kaiser Aluminum Corporation and its debtor-affiliates, including
Alpart Jamaica Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation, issued
guarantees in respect of the Senior Subordinated Notes.  Under the
indenture for the Senior Subordinated Notes, the Senior
Subordinated Notes and the Subsidiary Subordinated Guarantees are
subordinated to "Senior Indebtedness," as defined in the Senior
Subordinated Note Indenture.

Additionally, KACC issued:

   (a) 9-7/8% senior notes due 2002 in the aggregate principal
       amount of $225 million -- $173 million of which was
       outstanding as of the Petition Date; and

   (b) 10-7/8% senior notes due 2006 in the aggregate principal
       amount of $225 million.

The Liquidating Debtors, as well as certain of the other Debtors,
issued guarantees in respect of the Senior Notes.

In January 2004, JPMorgan Trust Company, N.A., as successor
indenture trustee under the 7-3/4% SWD Revenue Bond Indenture, and
certain holders of the 7-3/4% SWD Revenue Bonds filed a complaint
against KACC and the Senior Subordinated Note Indenture Trustee.  
At issue in the Adversary Proceeding is whether KACC properly
designated the 7-3/4% SWD Revenue Bonds as "Senior Indebtedness"
under the Senior Subordinated Note Indenture or whether the 7-3/4%
SWD Revenue Bonds are otherwise entitled to treatment as senior
indebtedness with respect to the Senior Subordinated Notes.

Mr. DeFranceschi relates that KACC was "unable to confirm or deny"
that KACC provided Law Debenture Trust Company of New York, as
successor indenture trustee under the Senior Subordinated Note
Indenture, with a written designation that the 7-3/4% SWD Revenue
Bonds constitute senior indebtedness, which would subordinate the
indebtedness under the Senior Subordinated Notes to the
indebtedness under the 7-3/4% SWD Revenue Bonds.  In their
complaint, the Plaintiffs asked the United States Bankruptcy Court
for the District of Delaware to:

   (a) deem KACC to have designated its obligations under the
       Sale Agreement as "Senior Indebtedness" under the Senior
       Subordinated Notes Indenture or direct KACC to issue the
       Designation; and

   (b) declare KACC's obligations under the Sale Agreement senior
       in priority to its obligations with respect to the Senior
       Subordinated Notes.

Moreover, the Plaintiffs filed a motion for summary judgment on
their requests.

On August 16, 2004, the Senior Subordinated Note Indenture
Trustee filed a motion to determine the classification of the
Senior Subordinated Notes under any plans of reorganization filed
by Debtors that had issued Subsidiary Guarantees, asserting that
the obligations to holders of the Senior Notes in respect of the
guarantees do not constitute "Senior Indebtedness" under the
Senior Subordinated Note Indenture and that holders of Senior
Subordinated Notes are entitled to pari passu distributions under
any reorganization or liquidation plans of those Debtors that
issued guarantees.  U.S. Bank National Association, as successor
indenture trustee under the (i) 9-7/8% Senior Note Indenture and
the (ii) 10-7/8% Senior Note Indentures, and certain holders of
the Senior Notes also filed an adversary proceeding seeking a
declaration that any payment rights of the holders of the Senior
Subordinated Notes are subordinate to claims in respect of the
Senior Notes, or, alternatively, a reformation of the Senior
Subordinated Note Indenture to provide that the Senior
Subordinated Notes' claims are junior to the Senior Notes' claims.

The Liverpool Limited Partnership, which holds both 9-7/8% Notes
and Senior Subordinated Notes, filed a response to the Guaranty
Subordination Classification Motion.  Liverpool asserted that only
$100 million of the obligations to the holders of the 9-7/8%
Senior Notes in respect of the Subsidiary Senior Guarantees
constitute "Senior Indebtedness" and that, other than the
Subsidiary Senior Guarantee obligations in respect of the $100
million, the Senior Notes and the Senior Subordinated Notes are
entitled to pari passu distributions under:

   (a) Alpart Jamaica and Kaiser Jamaica's joint Chapter 11 plan
       of liquidation; and

   (b) Kaiser Australia and Kaiser Finance's joint Chapter 11
       plan of liquidation.

Liverpool's dispute relating to the relative priority of claims of
holders of Senior Notes and claims of holders of Senior
Subordinated Notes to payments by certain subsidiaries that
guaranteed the Senior Notes and Senior Subordinated Notes is
referred to as the "Guaranty Subordination Dispute."

On October 25, 2004, the Bankruptcy Court held a status conference
on the Adversary Proceeding and the Guaranty Subordination Dispute
and ordered the parties to attempt to consensually resolve the
disputes through mediation.  On November 18, 2004, the parties to
the Adversary Proceeding and the Guaranty Subordination Dispute
participated in mediation but failed to reach a settlement of
either dispute.

The Plaintiffs' insist that, consistent with their position in the
Adversary Proceeding, that the holders of the 7-3/4% SWD Revenue
Bonds have claims senior in respect of any distributions on
account of the Senior Subordinated Notes under the Liquidation
Plans by virtue of the status of the 7-3/4% SWD Revenue Bonds as
"Senior Indebtedness" with respect to the Senior Subordinated
Notes.

Pursuant to an order issued by the Court on November 29, 2004, the
Senior Notes Indenture Trustee was permitted to intervene as a
defendant in the Adversary Proceeding.  On December 10, 2004, the
Debtors, the Senior Notes Indenture Trustee and a certain ad hoc
committee of holders of Senior Notes filed a joint motion to stay
the Adversary Proceeding and the Guaranty Subordination Dispute
pending the completion of the confirmation process for the
Liquidation Plans.  They also sought adjudication of the issues
arising from the Adversary Proceeding and the Guaranty
Subordination Dispute, if necessary, in connection with the
confirmation of the Plans.

The Senior Subordinated Note Indenture Trustee filed an answer in
the Adversary Proceeding that included, among other things:

   (a) A counter-claim for declaratory judgment that the 7-3/4%
       SWD Revenue Bonds are not senior to the Senior
       Subordinated Notes;

   (b) A counter-claim against the Plaintiffs for reimbursement
       of legal expenses incurred by the Senior Subordinated Note
       Indenture Trustee if the Plaintiffs recover against the
       Senior Subordinated Note Indenture Trustee;

   (c) A cross-claim against KACC for indemnification in the
       amount of any judgment that may be rendered in favor of
       the Plaintiffs against the Senior Subordinated Note
       Indenture Trustee as well as expenses incurred by the
       Senior Subordinated Note Indenture Trustee in defending
       the Adversary Proceeding; and

   (d) A complaint against certain of the Debtors for
       indemnification in the amount of any judgment that may be
       rendered in favor of the Plaintiffs against the Senior
       Subordinated Note Indenture Trustee as well as expenses
       incurred by the Senior Subordinated Note Indenture Trustee
       in defending the Adversary Proceeding.

On January 24, 2005, the Bankruptcy Court stayed the Adversary
Proceeding and the Guaranty Subordination Dispute and ruled that
the Adversary Proceeding and the Guaranty Subordination Dispute
would be adjudicated in connection with the confirmation of the
Plans.  The confirmation hearing for the Plans is currently
scheduled to begin on April 13, 2005.

                  Parties Attempt at Settlement

According to Mr. DeFranceschi, although mediation of the
Adversary Proceeding was unsuccessful, representatives of holders
of the Senior Notes and the 7-3/4% SWD Revenue Bonds continued
negotiations in an attempt to settle the Adversary Proceeding.  
In early February, those representatives reached an agreement on a
proposed settlement -- the 7-3/4% SWD Revenue Bond Settlement.  
The deal resolves the Adversary Proceeding and the issues
associated with the potential subordination rights of holders of
the 7-3/4% SWD Revenue Bonds.

Following the agreement reached on the proposed settlement, each
of the Plans and Disclosure Statements was amended to include the
provisions of the 7-3/4% SWD Revenue Bond Settlement.  Because the
Liquidating Debtors did not issue guarantees in respect of the   
7-3/4% SWD Revenue Bonds, holders of the 7-3/4% SWD Revenue Bonds
are not entitled to vote on the Plans.  However, the 7-3/4% SWD
Revenue Bond Indenture Trustee and certain holders of the 7-3/4%
SWD Revenue Bonds have asserted, based on potential subordination
rights, a right to receive distributions under plans of
liquidation or reorganization that would otherwise be made to
holders of the Senior Subordinated Notes.

               7-3/4% SWD Revenue Bond Settlement

The specific terms of the 7-3/4% SWD Revenue Bond Settlement are
set forth in a term sheet attached to each of the Liquidation
Plans.  The terms are also described in detail in each of the
Disclosure Statements.

In general, the settlement provides that:

   (1) In full satisfaction of the potential subordination rights
       of holders of the 7-3/4% SWD Revenue Bonds with respect to
       distributions from the Liquidating Debtors, holders of the
       7-3/4% SWD Revenue Bonds will be entitled to a percentage
       of the distributions that would otherwise be payable to
       holders of Senior Subordinated Notes but are actually
       payable to holders of the Senior Notes after giving effect
       to the subordination provisions in the Senior Subordinated
       Note Indenture -- up to a maximum aggregate recovery for
       holders of the 7-3/4% SWD Revenue Bonds of $8 million
       under both Liquidation Plans -- provided that:

       -- the class of holders of Senior Notes under each Plan
          votes to accept the Plans in accordance with Section
          1126(c) of the Bankruptcy Code; and

       -- unless the holders of Senior Notes otherwise agree
          pursuant to a settlement, all holders of Senior Notes
          are entitled under the Plan to identical treatment in
          respect of contractual subordination claims under the
          Senior Subordinated Note Indenture;

   (2) If a payment to holders of the 7-3/4% SWD Revenue Bonds is
       made, the Plaintiffs will be entitled to reimbursement of
       up to $500,000 of their reasonable out-of-pocket expenses
       -- including attorneys' fees -- incurred and paid in
       connection with the Debtors' Chapter 11 cases.  The
       Reimbursement includes, but is not limited to, fees pad in
       connection with prosecution of the Adversary Proceeding --
       as well as a civil action currently pending against Credit
       Suisse Boston LLC in federal court in Louisiana relating
       to the 7-3/4% SWD Revenue Bonds;

   (3) If the class under each Liquidation Plan for holders of
       Senior Notes fails to accept the Plans under Section
       1126(c) of the Bankruptcy Code, the rights, if any, of the
       holders of the 7-3/4% SWD Revenue Bonds to payments from
       the consideration available for distribution to
       bondholders based on potential subordination rights will
       be as determined by the Court; and

   (4) In full satisfaction of potential subordination rights of
       holders of the 7-3/4% SWD Revenue Bonds with respect to
       distributions from KACC, holders of the Senior Notes and
       holders of the 7-3/4% SWD Revenue Bonds will share pro
       rata the total aggregate amount of consideration that
       would be payable to the holders of the Senior Subordinated
       Notes under any Chapter 11 plan filed by KACC, but for the
       subordination provisions of the Senior Subordinated Note
       Indenture.  The pro rata shares of the holders of the
       Senior Notes and the holders of the 7-3/4% SWD Revenue
       Bonds will be determined based upon the allowed amounts of
       their claims against KACC as of the Petition Date.

                     Settlement is Warranted

By this motion, the Debtors ask the Court to:

   -- approve the 7-3/4% SWD Revenue Bond Settlement; and

   -- dismiss the Adversary Proceeding, including the complaint,
      counter-claim and cross-claim of the Senior Subordinated
      Note Indenture Trustee, with prejudice.

Mr. DeFranceschi informs of potential difficulties in collection
support the Court's approval of the 7-3/4% SWD Revenue Bond
Settlement.  Because the Plans are liquidating plans, there is "at
least a risk" that, if the issues are litigated and the Court
denies the Plaintiffs' request -- that is, the Court determines
that the obligations in respect of the 7-3/4% SWD Revenue Bonds
are not entitled senior status -- the Court will not grant a stay
pending appeal and all cash will be distributed before completion
of the appeal process, mooting the appeal or, at the very least,
making it difficult to recover upon completion of the appeal.

Mr. DeFranceschi also points out that the expense, inconvenience
and delay in connection with litigation of the issues raised in
the Adversary Proceeding supports approval of the 7-3/4% SWD
Revenue Bond Settlement.  Although the Plaintiffs have filed a
motion for summary judgment in the Adversary Proceeding,
responsive briefs have not yet been filed, and substantial
discovery in regard to the factual issues remains to be completed.  
If the holders of the Senior Notes vote to accept the Plans and
all holders of the Senior Notes are entitled to identical
treatment in respect of contractual subordination claims in the
Liquidating Debtors' cases -- or if they are not entitled to
identical treatment, they otherwise agree pursuant to a settlement
-- no trial of the issues will be necessary.

Furthermore, the paramount interests of the creditors favors
approval of the 7-3/4% SWD Revenue Bond Settlement.  All holders
of the 7-3/4% SWD Revenue Bonds and the Senior Bonds, the only
parties economically affected by the 7-3/4% SWD Revenue Bond
Settlement, will receive notice of, and have an opportunity to
object to, the settlement.  The 7-3/4% SWD Revenue Bond
Settlement becomes effective only if the requisite holders of the
Senior Notes, in number and amount as required by Section
1126(c), vote to accept the Plans, which include the settlement,
and all holders of the Senior Notes are entitled to identical
treatment in respect of their contractual subordination rights
unless they otherwise agree pursuant to a settlement.  Because all
the creditors affected by the settlement will have had an
opportunity either to vote on the settlement or to object to it,
the 7-3/4% SWD Revenue Bond Settlement is undoubtedly in the
paramount interests of the creditors.

                 Adversary Proceeding Dismissal

On the effectiveness of the 7-3/4% SWD Revenue Bond Settlement,
all claims in the Adversary Proceeding, including the claims
asserted by the Senior Subordinated Note Indenture Trustee, should
be dismissed with prejudice.  Although the Senior Subordinated
Note Indenture Trustee has asserted claims in the Adversary
Proceeding and is not a party to the settlement, the settlement
will have no economic effect on the holders of the Senior
Subordinated Notes or the Senior Subordinated Note Indenture
Trustee, nor will it have any impact on the position taken by the
Senior Subordinated Note Indenture Trustee in the Guaranty
Subordination Dispute.

Mr. DeFranceschi tells the Court that if the settlement is
approved and becomes effective, there would not be any need or
basis for the claims of the Senior Subordinated Note Indenture
Trustee, and "those claims would effectively be moot."

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KODIAK ENERGY: Files for CCAA Protection in Canada
--------------------------------------------------
Kodiak Energy Services Ltd. (TSX VENTURE:KES), an oilfield and
environmental services company with operations in Alberta and
British Columbia, filed for protection from its creditors under
the Companies Creditors Arrangement Act effective 10:00 a.m.,
March 11, 2005.  The company is under CCAA protection while it
completes its restructuring efforts.  

For more information, contact the Monitor, RSM Richter Inc. at
(403) 233-8462.

The company said that Gregory Gallelli resigned as President and
CEO.  Mr. Gallelli will remain a director of Kodiak.  The Board of
Directors of Kodiak has appointed Dean Eastman as President and
CEO.  Mr. Eastman was Operations Manager of OnTrac Project
Solutions Inc., has been Kodiak's Site Remediation and Waste
Transportation Manager, and its Chief Operations Officer.

The company has been awarded $2.4 million of site remediation,
waste transportation and lease construction work which it hopes to
complete before spring break-up.  If the work cannot be executed
before spring break-up, it will be completed by June 30, 2005.  In
recognition of the current workload, Kodiak's budgeted revenue for
the six months ended June 30, 2005 has been revised significantly
upward over its previous revenue estimates.

Kodiak was formed in November 2003 by the amalgamation of Kodiak
Construction Ltd., a private company involved in oilfield services
for over 25 years, and Driver Energy Services Inc., a public
company listed on the TSX Venture Exchange.  Kodiak Energy
Services' operations include seismic line clearing, lease
construction, reclamation, remediation and waste transportation.
Operations headquarters are located in Edmonton, Alberta, with
offices in Fort St. John, B.C. and Sexsmith, Alberta. Corporate
headquarters are in Calgary.


LAIDLAW INT'L: Inks Fourth Amended Credit Agreement
---------------------------------------------------
On Feb. 14, 2005, Laidlaw International, Inc., Laidlaw Transit
Ltd., and Greyhound Canada Transportation Corp., Citicorp North
America, Inc., Credit Suisse First Boston, General Electric
Capital Corporation and certain other lenders parties, entered
into a Fourth Amendment to the Credit Agreement originally dated
June 26, 2003.

In a regulatory filing with the Securities and Exchange
Commission, Douglas A. Carty, Laidlaw's Senior Vice President and
Chief Financial Officer, discloses that the Fourth Amendment,
among other things, allows for the termination of an Additional
Letter of Credit Facility and the release of up to $100 million
collateral related to the Additional Letter of Credit Facility
and permits the purchase of up to 3.8 million shares of Laidlaw
International common stock held in trust for the benefit of
certain Greyhound benefit plans.

A full-text copy of the Fourth Amendment is available free of
charge at the Securities and Exchange Commission:

    http://www.sec.gov/Archives/edgar/data/737874/000129993305000669/exhibit1.htm

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is  
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LEGACY HOTELS: S&P Withdraws BB- Rating After Debt Redemption
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
issuer credit rating on Legacy Hotels Real Estate Investment Trust
by agreement with the issuer.  Legacy's last rated unsecured
debenture was redeemed on Dec. 15, 2003, and refinanced with
secured mortgage debt.  Legacy currently has no outstanding rated
corporate unsecured debentures and therefore does not require the
rating.


LEHMAN ABS: Fitch Rates $3.08 Million Private Class at BB+
----------------------------------------------------------
Lehman ABS Corporation Home Equity Loan asset-backed notes, series
2005-1, notes are rated by Fitch Ratings:

     -- $259.5 million publicly offered class A 'AAA';
     -- $3.35 million privately held class M1 'BBB-';
     -- $3.08 million privately held class M2 'BB+'.

Credit enhancement for the 'AAA' rated class A certificate
reflects the 3.40% subordination provided by classes M1 and M-2,
the certificate insurance policies issued by AMBAC, whose claims-
paying ability is rated 'AAA' by Fitch, monthly excess interest,
and initial overcollateralization -- OC -- of 1.00%.  Credit
enhancement for the non-offered 'BBB-' rated class M1 certificate
reflects the 2.15% subordination provided by class M2, monthly
excess interest, and initial OC.  Credit enhancement for the non-
offered 'BB+' rated class M2 certificate reflects the 1.00%
subordination provided by monthly excess interest and initial
OC.  Fitch's analysis indicates that the above credit enhancement
will be adequate to support mortgagor defaults, as well as
bankruptcy, fraud, and special hazard losses in limited amounts.

In addition, the ratings reflect the strength of the transaction's
legal and financial structures, the attributes of the mortgage
collateral, and the strength of the servicing capabilities
represented by Greenpoint Mortgage Funding, Inc. as servicer.
Wilmingtion Trust Company will act as owner trustee.  LaSalle
Bank, N.A. will act as indenture trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $268,634,085.  The weighted average loan rate is
approximately 7.488%.  The weighted average remaining term to
maturity is 189 months.  The average cut-off date principal
balance of the mortgage loans is approximately $50,363.  The
weighted average original combined loan-to-value ratio is 82.80%,
and the weighted average FICO score was 708.  The properties are
primarily located in:

         * California (59.14%),
         * New York (6.01%), and
         * Colorado (4.26%).

The mortgage loans were originated or acquired by Greenpoint
Mortgage Funding, Inc.  For federal income tax purposes, multiple
real estate mortgage investment conduit elections will be made
with respect to the trust estate.


MCI INC: Carlos Slim & Family Oppose Verizon Acquisition Deal
-------------------------------------------------------------
In a filing with the Securities and Exchange Commission dated
March 3, 2005, Carlos Slim Helu, together with his family members,
Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit,
Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna
Monique Slim Domit, asserts that MCI, Inc.'s Board of Directors
and Management should seek to maximize value for the owners of MCI
Common Shares in addressing acquisition proposals.

The Slim family has a 13.7% equity stake in MCI, and based on
current publicly available information, is the largest
shareholder.

The Slim family has followed developments in connection with
MCI's proposed merger with Verizon Communications, Inc., and
competing acquisition proposals made by Qwest Communications
International, Inc.

"We find the Qwest offer better, but it's also insufficient,"
Arturo Elias, Mr. Slim's spokesman, told Bloomberg News in a
telephone interview.  "We will support the offer that we think is
better for shareholders like ourselves.  We're not taking only
cash into consideration."

The Slim family intends, subject to any limitations imposed by a
certain Letter Agreement with the United States Department of
Justice, to take an "active interest" in future developments
relating to the pending acquisition proposals, and may communicate
from time to time with other shareholders and other interested
third parties regarding these matters, and communicate their views
to MCI's Board of Directors and Executive Management.

The Slim family and certain of its affiliates, and the DOJ are
parties to a letter agreement dated January 23, 2004, as amended
on May 4, 2004, pursuant to which the Slim family agreed that
neither they nor their affiliates will acquire additional Common
Shares or take certain actions, including:

    (i) accepting a position as an employee, officer or director
        of MCI, Inc.;

   (ii) attending or participating in meetings of MCI's Board of
        Directors; and

  (iii) participating in MCI's internal management decisions,
        unless they notify the DOJ and follow the procedures
        specified in the DOJ Letter Agreement.

Bloomberg reports that six shareholders have openly objected the
MCI-Verizon deal:

                            Shares
                          (in millions)   Percentage
                          ------------    ----------
    Carlo Slim               43.4            13.7
    Fairholme Capital        11.1             3.5
    Paulson & Co.            11.0             3.5
    Omega Advisors            9.3             2.9
    Legg Mason, Inc.          5.6             1.8
    Elliott Associates        2.7             0.9
                                          ---------
                                             26.3%

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MIRANT CORP: Perryville Asks Court to Stay Claim Adjudication
-------------------------------------------------------------
As previously reported, Perryville Energy Partners, LLC, asked the
U.S. Bankruptcy Court for the Northern District of Texas to modify
the automatic stay to allow its rejection damages claim against
the Mirant Corporation and its debtor-affiliates to be resolved
through arbitration.  That request was denied, and Perryville
subsequently appealed the ruling.

In November 2004, the Bankruptcy Court denied Perryville's initial
request that the trial of the Debtors' objection to Perryville's
Claim No. 6261 be stayed pending appeal.  In denying the stay, the
Bankruptcy Court found that there was a "realistic possibility"
that the denial of arbitration would be reversed but concluded
that Perryville would not suffer irreparable harm "unless and
until [Claim No. 6261] goes to trial".

Additionally, the Bankruptcy Court found that the parties'
interest would be best served if things go forward as rapidly as
possible and stated that denial of the stay was without prejudice
to Perryville seeking a stay or a continuance of the trial at the
scheduled pre-trial conference.

Contrary to an accelerated consideration of the Appeal, which the
Bankruptcy Court expected that the parties would agree to, not
all of the parties complied with the Court's decision.  The
Debtors and the Official Committee of Equity Securities Holders
of Mirant Corporation opposed Perryville's request to contact the
United States District Court for the Northern District of Texas
jointly with Perryville, to seek acceleration of the ruling on
the Appeal.  The Official Committee of Unsecured Creditors of
Mirant Corporation does not have a position on Perryville's
request; however, the Creditors Committee, along with other
appellees, obtained a two-week extension of the time to file
responsive briefs in the Appeal, resulting in a slight delay of
the Appeal.

John N. Schwartz, Esq., at Fulbright & Jaworski, LLP, in Dallas,
Texas, informs Judge Lynn that since the Bankruptcy Court's
ruling, circumstances have changed.  The Debtors have filed a
plan of reorganization, and the parties do not have to speculate
as to whether a stay pending appeal would disrupt the Plan
confirmation process.  It is clear that the Debtors' Plan does
not require Perryville's claim to be resolved for the Debtors to
emerge from Chapter 11.  Moreover, it is also clear that the fear
of the other arbitration matters has not come to pass as no other
creditor requested its claim to be resolved through arbitration.  
Moreover, the Debtors made significant progress in resolving
their other claim objections, underscored by the fact that only a
very few creditors were included in the Debtors' request for
claim estimation in January 2005.

According to Mr. Schwartz, the facts demonstrate that a stay of
the trial of Perryville's claim pending appeal will neither
disrupt the claim resolution process for the Debtors' estates nor
cause the confirmation process to be delayed.

Mr. Schwartz also informs the Bankruptcy Court that the appellate
briefing is completed.  The District Court has not yet ruled,
although Perryville advised the District Court of the pendency of
the underlying dispute and the relevant time constraints and
requested expedited resolution.  In light of the structure of the
Debtors' Plan, it is clear that the Debtors do not need to have
Claim No. 6261 resolved before they can emerge from Chapter 11
and that the trial of the Claim does not need to occur
immediately.

By this motion, Perryville asks Judge Lynn to stay the
adjudication of Perryville's Claim No. 6261 pending the appeal of
the Bankruptcy Court's order denying Arbitration or, in the
alternative, continue with the trial of Claim No. 6261, to allow
the Appeal to be resolved.

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)


N-STAR REAL: S&P Assigns BB Rating to $16 Million Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to N-Star
Real Estate CDO III Ltd./N-Star Real Estate CDO III Corp.'s
$377 million notes.

N-Star Real Estate CDO III Ltd./N-Star Real Estate CDO III Corp.
is a CDO backed primarily by CMBS, REIT debt securities, and real
estate CDO securities.

The ratings are based on:

   -- adequate credit support provided in the form of
      overcollateralization, subordination, and excess spread;

   -- characteristics of the underlying collateral pool,
      consisting primarily of CMBS, REIT debt securities, and real
      estate CDO securities;

   -- hedge agreements entered into with an appropriately rated
      counterparty to mitigate the interest rate risk created by
      having certain fixed-rate assets and certain floating-rate
      liabilities;

   -- scenario default rates of 30.12% for class A-1, 23.13% for
      class A-2, 17.67% for class B, 15.76% for class C-1A and
      C-1B, 14.01% for class C-2A and C-2B, and 7.28% for class D;
      and break-even loss rates of 30.97% for class A-1, 26.06%
      for class A-2, 21.75% for class B, 19.18% for class C-1A and
      C-1B, 15.15% for class C-2A and C-2B, and 10.82% for
      class D;

   -- weighted average rating of 'BBB';

   -- weighted average maturity for the portfolio of 7.08 years;

   -- S&P default measure (DM) of 0.66%;

   -- S&P variability measure (VM) of 1.77%;

   -- S&P correlation measure (CM) of 1.86; and

   -- Rated overcollateralization (ROC) of 106.36% for class A-1,
      109.13% for class A-2, 109.36% for class B, 104.45% for
      class C-1A and C-1B, 103.50% for class C-2A and C-2B, and
      103.59% for class D.

Additional information on CDOs is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/,and on the Standard & Poor's Web  
site at http://www.standardandpoors.com/
   
                        Ratings Assigned

               N-Star Real Estate CDO III Ltd.
               N-Star Real Estate CDO III Corp.
      
       Class                Rating       Amount (mil. $)
       -----                ------       ---------------
       A-1                  AAA                    294.0
       A-2A                 AA                      15.0
       A-2B                 AA                       5.0
       B                    A-                      17.0
       C-1A                 BBB+                    10.0
       C-1B                 BBB+                     6.0
       C-2A                 BBB                     12.0
       C-2B                 BBB                      2.0
       D                    BB                      16.0
       Income notes         N.R.                    23.0
   
                        N.R. - Not rated


NATIONAL CENTURY: CSFB Wants Reference on Two Complaints Withdrawn
------------------------------------------------------------------
Credit Suisse First Boston LLC, Credit Suisse First Boston, New
York Branch, and Credit Suisse First Boston, Cayman Islands
Branch, along with Alpine Securitization Corp., ask the United
States District Court for the Southern District of Ohio to
withdraw the reference of two adversary complaints:

   (1) The CSFB Claims Trust Adversary Proceeding

       On August 12, 2004, Avidity Partners LLC, trustee of the
       CSFB Claims Trust, filed a complaint in the Bankruptcy
       Court, seeking to recover from the CSFB Entities as a
       preferential transfer $75,000,000 paid by NPF XII, Inc.,
       in September 2002.  The $75,000,000 was a repayment of an
       advance made to NPF XII by the CSFB Entities.

   (2) The UAT Adversary Proceeding

       On November 30, 2004, the Unencumbered Assets Trust --
       successor-in-interest to National Century Financial
       Enterprises, Inc., and its debtor-affiliates -- filed a
       complaint in the Bankruptcy Court, seeking to disallow or
       subordinate more than $353,000,000 in claims filed by the
       CSFB Entities and other claimants, against NCFE, NPF XII
       and NPF VI.

Sherri B. Lazear, Esq., at Baker & Hostetler LLP, in Columbus,
Ohio, relates that the CSFB Entities and other financial
institutions are facing multiple lawsuits consolidated in the
Judicial Panel for Multi-district Litigation that are pending
before Judge James L. Graham in the United States District Court
for the Southern District of Ohio.  

On November 17, 2004, the Unencumbered Assets Trust filed another
massive lawsuit before the Ohio District Court against the CSFB
Entities and numerous other defendants, alleging fraud and other
purported misconduct similar to those asserted in the MDL Cases.  
The UAT District Court Lawsuit contains lengthy allegations that
the $75,000,000 Advance that is central to the CSFB Claims Trust
Adversary Proceeding was part of a fraudulent scheme for which
the Unencumbered Assets Trust seeks damages.  The UAT District
Court Lawsuit also seeks to recover as preferential transfer an
additional $100,000,000 repayment of an earlier advance made by
CSFB Entities.

On November 18, 2004, Lance and Barbara Poulsen, both NCFE
founders, filed a lawsuit against Credit Suisse First Boston
Corp. along with the Debtors' former auditors and two individual
defendants affiliated with JP Morgan Chase in the Ohio District
Court.  The Poulsens alleged that they were defrauded by CSFB in
connection with the $75,000,000 Advance at issue in the CSFB
Claims Trust Adversary Proceeding.

                   Overlap of Claims and Issues

Ms. Lazear points out that there is an abundance of common claims
and issues, and overlap in evidence and argument, among the MDL
Cases, the UAT District Court Lawsuit and the Poulsen Lawsuit in
the District Court on one hand, and the CSFB Claims Trust and UAT
Adversary Proceedings in Bankruptcy Court on the other.

The CSFB Claims Trust Adversary Proceeding and the UAT District
Court Lawsuit both bring claims for recovery of alleged
preferential transfers made to the CSFB Entities under the NPF
Variable Funding Note Purchase Agreement.

The UAT Adversary Proceeding also brings claims for the
disallowance or subordination of claims held by the CSFB
Entities, based expressly on the claims asserted in the UAT
District Court Lawsuit and the CSFB Claims Trust Adversary
Proceeding.

The UAT District Court Lawsuit contains extensive pleading
concerning the events surrounding the $75,000,000 Advance and
repayment, which is also at issue in the CSFB Claims Trust
Adversary Proceeding.  The UAT District Court Lawsuit alleges at
length that the $75,000,000 Advance constituted the conclusion of
a long-running, illicit effort by the CSFB Entities and certain
affiliates of NPF VI and NPF XII to defraud and subvert NPF VI
and NPF XII themselves.  The MDL Cases contain similar
allegations by the Noteholder plaintiffs of a purported
conspiracy and actions in violation of the governing agreements,
and of the purported conspiratorial wrongfulness of the $75,000
Advance and repayment.

The presence of preferential transfer claims in both the CSFB
Claims Trust Adversary Proceeding and the UAT District Court
Lawsuit relating to the Advance means that there are common
questions of bankruptcy preference law and fact in both actions.  
The Poulsen Lawsuit, along with the UAT District Court Lawsuit
and the UAT Adversary Proceeding, purported fraud perpetrated by
the CSFB Entities in relation to the Advance.

                      Intertwining of Parties

The UAT Adversary Proceeding and the CSFB Claims Trust Adversary
Proceeding were filed by trusts created under the Plan as
successors-in-interest to the Debtors for the beneficial interest
of the unpaid creditors, the Noteholders.  The Noteholders and
the Unencumbered Assets Trust are also the plaintiffs in the MDL
Cases and the UAT District Court Lawsuit.  The Poulsens are
shareholders of the Debtors and are alleged to have perpetrated
the fraud and misconduct complained of by the Unencumbered Assets
Trust and the Noteholders.  The CSFB Entities are named
defendants in all of these actions in the District Court and in
the Bankruptcy Court.

Ms. Lazear asserts that in the face of the related litigations,
efficient use of judicial resources, coordination of discovery
and other proceedings, and the avoidance of inconsistent outcomes
strongly support withdrawal of the reference of the Adversary
Proceedings.  The Bankruptcy Court need not duplicate the
adjudication of claims and disputes that are heavily intertwined
in the MDL Cases, the UAT District Court Lawsuit and the Poulsen
Lawsuit pending before the District Court.  

Ms. Lazear contends that withdrawal of the reference on the two
Adversary Proceedings will in no way prejudice the Trusts or the
Debtors' bankruptcy estates.  With the Plan already confirmed,
there is no continuing need for bankruptcy administration that
requires the involvement of the Bankruptcy Court in these
matters.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEXTEL PARTNERS: Revises Financial Statements on Lease Accounting
-----------------------------------------------------------------
As anticipated in its year-end earnings announcement, Nextel
Partners, Inc. (Nasdaq:NXTP) joined other public companies in
announcing plans to revise its 2004 financial results due to
recent clarification from the Securities and Exchange Commission
about lease transaction accounting practices.

The company will also restate financial statements for fiscal
periods ended Dec. 31, 2000 through 2003 and the first three
interim periods of 2004.  Updated figures will be included on Form
10-K in its 2004 Annual Report.  Although adjustments are not
expected to be material, previously filed financial statements
should not be relied upon.

"The impact of these adjustments is not expected to be material to
any previously issued financial statements," said Barry Rowan
Nextel Partners' Chief Financial Officer.  "But we want to make
sure we're adhering closely to Securities and Exchange Commission
guidelines and believe it's important to go back and make these
adjustments to ensure comparability across periods."

The cumulative effect of adjustments through Dec. 31, 2004 is
expected to be less than $20 million.  And because the
modifications relate solely to accounting treatment, they will not
affect Nextel Partners' historical or future cash flow, or the
timing of payments under its relevant leases.

Adjustments to prior period financial statements are not
attributable to any material non-compliance by the company, as a
result of any misconduct, with any financial reporting
requirements under securities laws.

                        About the Company

Nextel Partners, Inc. (Nasdaq:NXTP) --
http://www.nextelpartners.com/-- based in Kirkland, Washington,  
has exclusive rights to offer the same fully integrated, digital
wireless communications services offered by Nextel Communications,
Inc.  (Nextel) in mid-sized and rural markets in 31 states where
approximately 54 million people reside.  Nextel Partners and
Nextel together offer the largest guaranteed all-digital wireless
network in the country serving 297 of the top 300 U.S. markets.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2004,
Standard & Poor's Ratings Services revised its rating outlook on
Nextel Partners, Inc., to positive from stable. Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.

"The outlook change reflects the potential exercise of Nextel
Partners' put rights to Nextel Communications Inc. (BB+/Watch
Pos/--) following Nextel Communications' announced merger with
Sprint Corp.," explained Standard & Poor's credit analyst
Rosemarie Kalinowski.


OWENS CORNING: Court Restricts Equity Trades on Interim Basis
-------------------------------------------------------------
At the request of Owens Corning to avoid limitations on the use
of their tax net operating loss carry-forwards and certain other
tax attributes by imposing certain notice procedures and transfer
restrictions on the trading of Owens Corning's equity securities,
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware issued an interim order providing that "any purchase,
sale, or other transfer of Owens Corning's equity securities in
violation of the Restrictions or the Procedures will be null and
void ab initio as an act in violation of the Court's Order and
will confer no rights on the transferee."

The Court will hold a Final Hearing on April 25, 2005, to
consider the Debtors' request.  Objections must be filed by 4:00
p.m. prevailing Eastern Time, on April 8, 2005.  Absent any
objections, the Court may enter a Final Order without further
notice.

A full-text copy of the Court's Interim Order and the Procedures
and Restrictions that apply to trading in Owens Corning's equity
securities are available at the Securities and Exchange
Commission at:

http://www.sec.gov/Archives/edgar/data/75234/000095017205000660/nyc852917_2.txt

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


PARMALAT USA: Gets Court Nod to Reject GE Capital Master Lease
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives authority to Parmalat USA Corporation and its debtor-
affiliates to reject their equipment lease with GE Capital.

As reported in the Troubled Company Reporter on Feb. 23, 2005, GE
Capital Public Finance, Inc., and Farmland Dairies, LLC, entered
into an equipment lease wherein GE Capital agreed to purchase from
and lease back to Farmland certain equipment owned by Farmland and
located at Farmland's facilities in Wallington, New Jersey;
Brooklyn, New York; and Grand Rapids, Michigan.  The purchase
price for the equipment was $100,000,000.

Under the Lease, Farmland was required to make $2,500,000
quarterly "rental" payments to GE Capital, plus interest on the
outstanding balance.  Before defaulting, Farmland has made two
quarterly payments, on August 1, 2003, for $3,278,875 and on
November 4, 2003, for $3,216,970.

Farmland received notices of default on three various dates from
GE Capital in connection with the Lease.  As of its bankruptcy
petition date, Farmland's outstanding obligations under the Lease
were approximately $96,000,000.

On March 30, 2004, the Court authorized the Debtors to incur
postpetition financing from GE Capital.  Pursuant to the DIP
Credit Agreement, Farmland granted to GE Capital as additional
security under the Lease, second mortgages on the real estate
owned by Farmland at New Jersey, Michigan, and New York.

On July 8, 2004, GE Capital filed a proof of claim for
$96,226,489, representing the amount allegedly due under the
Lease.

Subsequently, Farmland has determined that rejecting the Lease as
of the effective date of its Plan is in the best interest of its
estate.  To assume the Lease, Farmland would have to cure the
default, compensate GE Capital for any actual pecuniary loss, and
provide GE Capital with adequate assurance of future performance.
However, Farmland is financially incapable of curing the Lease and
making adequate assurance of future performance.  Farmland says
its finances are insufficient to cover either initial cure
payments or the future payments under the Lease.  

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more
than EUR7 billion 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.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It 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)   


PEGASUS SATELLITE: Files Supplement to First Amended Plan
---------------------------------------------------------
Pursuant to Pegasus Satellite Communications, Inc. and its debtor-
affiliates' First Amended Plan of Reorganization, a Liquidating
Trust will be created to make distributions to Holders of Allowed
Claims.  The Liquidating Trust is established for the sole purpose
of liquidating the Debtors' assets for the benefit of certain
beneficiaries.

The Debtors supplemented the Plan by filing a form of Liquidating
Trust Agreement with the United States Bankruptcy Court for the
District of Maine on March 10, 2005.  A full-text copy of the 23-
page Form of Liquidating Trust Agreement is available for free at:

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

In the event the Liquidating Trust will fail or cease to qualify
as a liquidating trust in accordance with Treasury Regulations
Section 301.7701-4(d), the Liquidating Trustee will create a
Delaware limited liability partnership or limited liability
company as an alternative.

                        Executory Contracts

The Debtors' executory contracts and unexpired leases may be
loosely divided into:

    (i) programming agreements,
   (ii) retransmission consents, and
  (iii) other contracts and leases.

As supplement to the Plan, the Debtors filed Schedule 8.2(a),
which lists those prepetition executory contracts that they will
assume on the Effective Date.  The 49-page Schedule is available
at no charge at:

          http://bankrupt.com/misc/Pegasus_Schedule8.2.pdf

Schedule 8.2(a) does not contain executory contracts or unexpired
leases that have already been assumed pursuant to orders of the
Court or contracts that were entered into by the Debtors after the
Petition Date.

                Articles of Incorporation and Bylaws

The Debtors also delivered to the Court drafts of their amended
Articles of Incorporation and Bylaws.

A full-text copy of the Form of Articles of Incorporation is
available for free at:

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

A full-text copy of the Form of Bylaws is available for free at:

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

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENN TRAFFIC: GE & Kimco to Provide $164 Million of Exit Financing
------------------------------------------------------------------
Tom Becker at Bloomberg News reports that Penn Traffic Co. inked a
$164 million exit financing deal with General Electric Capital
Corp. and Kimco Realty Corp. that will provide the money the
grocery chain needs to pay its obligations on the way out of
chapter 11 and provide on-going working capital financing.  

The financing package consists of:

    -- a $130 million revolving credit facility,
    -- a $6 million term loan, and
    -- another $27.6 million tranche.

Penn Traffic filed for chapter 11 protection on May 30, 2003, in  
order to facilitate a restructuring of its operations and debt  
load.  Penn Traffic expects to emerge from chapter 11 this month
with significantly reduced debt and its core business intact,
including 109 supermarkets, its wholesale/franchise business and
the Penny Curtiss Bakery.  Upon consummation of its First Amended
Plan of Reorganization:  

   -- Penn Traffic's post-petition secured lenders will be repaid  
      in full in the approximate amount of $30 million;  

   -- Holders of allowed unsecured claims in the approximate  
      aggregate amount of $295 million will receive their pro rata  
      share of 100% of the newly issued common stock of  
      reorganized Penn Traffic, subject to dilution in respect of  
      new common stock that may be issued to management of  
      reorganized Penn Traffic;  

   -- Penn Traffic's existing common stock will be cancelled; and  

   -- Up to 10% of the newly issued common stock in Penn Traffic  
      will be reserved for issuance pursuant to management  
      incentive stock grants.  

Cash requirements to satisfy the Company's obligations under the  
Plan and its working capital needs going forward will be funded  
from borrowings under the new $164 million senior secured exit  
financing facility and the proceeds of a $37 million sale-
leaseback transaction with respect to the Company's five owned  
distribution centers located in New York and Pennsylvania.   

Headquartered in Rye, New York, The Penn Traffic Company  
distributes through retail and wholesale outlets.  The Group  
through its supermarkets carries on the retail and wholesale  
distribution of food, franchise supermarkets and independent  
wholesale accounts. The Company filed for chapter 11 protection  
on May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann  
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison, represent  
the Debtors in their restructuring efforts.  When the grocer filed  
for protection from their creditors, they listed $736,532,614 in  
total assets and $736,532,610 in total debts.

PG&E NAT'L: Chevron Wants Court Declaration on Third Party Charges
------------------------------------------------------------------
Energy Services Ventures, Inc., in its capacity as a California-
licensed Energy Service Provider, served as agent and ESP for  
Chevron U.S.A. Inc. and Chevron Energy Solutions, L.P.'s purchase  
of power from Pacific Gas & Electric Company that Chevron sold to  
certain of its customers, including certain Marriott chain of  
hotels.  Pursuant to a transition services agreement included in  
the Purchase Agreement, Chevron made payments to ESV that ESV, in  
turn, used to purchase power on behalf of Chevron.

PG&E supplied power to Marriott and billed ESV, as Chevron's  
agent and ESP, for the costs of power PG&E supplied.  PG&E was  
required to apply a discount to the power purchased by Chevron --  
through ESV -- on behalf of Chevron's customers and to return the  
discount to Chevron through Chevron's energy service provider.

                          Claim Dispute

When PG&E failed to return the overpayments to Chevron -- through  
ESV -- Chevron, at the direction of PG&E Corporation, contacted  
ESV to confirm that ESV would file the required proof of claim on  
behalf of Chevron in PG&E's Chapter 11 case pending before the  
U.S. Bankruptcy Court for the Northern District of California.

Pursuant to its agency relationship with Chevron, ESV filed a  
proof of claim in PG&E's Chapter 11 case including certain "Third  
Party Billing Charges" for $346,835, which amount includes the  
amounts owed by PG&E -- through ESV -- to Chevron.

In turn, Chevron filed a proof of claim in ESV's Chapter 11 case.   
Chevron asserts that at least $313,165 -- plus interest as  
provided under PG&E's confirmed Chapter 11 plan of reorganization  
-- of the Third Party Billing Charges is attributed to the  
Chevron Power Sales that ESV filed in consultation and agreement  
with Chevron and on Chevron's behalf in the PG&E Chapter 11 case.   
Accordingly, the beneficial interest of that portion of the ESV  
Claim is owned solely by Chevron.

PG&E objected to the ESV Claim.  PG&E argued that the ESV Claim  
should be disallowed due to ESV's failure to make a distribution  
on account of PG&E's own claims asserted against ESV in ESV's  
case.  PG&E also asserted that it was entitled to set-off the  
amounts that PG&E may owe ESV against any amounts that ESV owed  
PG&E.  Additionally, PG&E asserted that ESV, its former sister-
corporation, owes at least $380,249 on account of allocated  
pension liabilities PG&E incurred when an employee of PG&E  
transferred to its sister company, ESV.  The intercompany claim  
by PG&E for $380,249 represents over 85% of the charges that PG&E  
seeks to set-off with ESV.

In July 2004, ESV and PG&E entered into a stipulation to resolve  
their dispute.  The Stipulation provides that, in addition to the  
amounts sought by ESV in the ESV Claim, ESV is entitled to a  
claim for less than $623,028 to cure defaults on an Energy  
Service Provider Service Agreement dated May 1, 2000, between ESV  
and PG&E.  PG&E agreed to provide adequate assurance of future  
performance under the ESP Agreement.  PG&E elected to assume the  
ESP Agreement pursuant to its confirmed Plan of Reorganization.

Chevron objected to the Stipulation in ESV's case.  Chevron  
argued that the proposed set-off under the Stipulation lacked the  
requisite mutuality of parties, and therefore could not be  
approved by the Maryland Bankruptcy Court.  ESV took the motion  
to approve the Stipulation off the Court's calendar, and the  
Stipulation has not been considered or approved by the Court.

In November 2004, PG&E re-noticed its objection to the ESV Claim.   
PG&E admitted that it is liable for $647,684 with respect to the  
portions of the ESV Claim.

Chevron filed a response to the Objection in the California  
Bankruptcy Court.  Chevron argued that ESV has no beneficial  
ownership interest in the Chevron Power Sales and that neither  
ESV nor PG&E may apply the claim towards a set-off of their own  
obligations to one another in their individual capacities.

At a hearing on December 9, 2004, the California Court held that  
the Maryland Bankruptcy Court would best determine the matter.   
The parties subsequently agreed to withdraw the motion to approve  
the Stipulation to make way for Chevron to file an adversary  
proceeding.

               Chevron Seek Declaration from Court

Joseph J. Bellinger, Esq., at Miles & Stockbridge P.C., in  
Baltimore, Maryland, tells Judge Mannes that if ESV asserts the  
Third Party Billing Charges sought in the ESV Claim, in  
connection with the ESP Agreement, at least $313,165, plus  
interest, of the Third Party Billing Charges should be attributed  
to the Chevron Power Sales.  Accordingly, $313,165, plus  
interest, of the amount receivable by ESV from PG&E to cure  
defaults in the ESP Agreement is owned beneficially by Chevron.

Mr. Bellinger explains that as Chevron's agent, ESV has only bare  
legal title to the portion of the Chevron Power Sales owed by  
PG&E.  ESV has no equitable interest in the Chevron Power Sales  
owed by PG&E to Chevron through ESV, as Chevron's agent.  As  
such, ESV cannot satisfy the mutuality requirement under Section  
553 of the Bankruptcy Code -- that each party to a set-off own  
its claim, with the right to collect in its own name -- with  
respect to:

   (1) the portion of the ESV Claim that consists of the amounts
       due Chevron for the Chevron Power Sales; and

   (2) the portion of the cure amount due Chevron -- via ESV as
       agent for and on behalf of Chevron -- on account of the
       Chevron Power Sales.

ESV cannot apply either the Claim Portion or the Cure Portion as  
a set-off against amounts that PG&E seeks from ESV.

Accordingly, Chevron asks Judge Mannes to declare that:

   (a) the Third Party Billing Charges sought in the ESV Claim
       filed in PG&E's Chapter 11 case include the Chevron Power
       Sales for $313,165 -- plus interest as provided under
       PG&E' Confirmed Plan;

   (b) it is the beneficial owner of the Claim Portion;

   (c) ESV may not apply the Claim Portion towards a set-off
       against amounts that PG&E seeks from ESV;

   (d) all payments made by PG&E on account of Claim Portion must
       be:

       -- held in trust by ESV, or at a minimum, held in a
          segregated account by ESV clearly designated as funds
          held for the benefit of Chevron, by ESV as Chevron's
          agent, and paid directly to Chevron by the ESP; or

       -- if agreed by ESV and the Court to avoid the costs of
          establishing a trust or an segregated account being
          incurred by ESV, paid directly to Chevron by PG&E;

   (e) it is the beneficial owner of the Cure Portion; and

   (f) ESV may not apply the Cure Portion towards a set-off
       against amounts that PG&E seeks from ESV; and

   (g) all payments made by PG&E to cure amounts due under the
       ESP Agreement on account of Cure Portion must be:

       -- held in trust by ESV, or at a minimum, held in a
          segregated account by ESV clearly designated as funds
          held for the benefit of Chevron, by ESV as Chevron's
          agent and paid by ESV directly to Chevron; or

       -- if agreed by ESV and the Court to avoid the costs of
          establishing a trust or a segregated account being
          incurred by ESV, paid directly to Chevron by PG&E.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PSYCHIATRIC SOLUTIONS: S&P May Cut Ratings After Ardent Asset Sale
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
behavioral health care provider Psychiatric Solutions, Inc., on
CreditWatch with negative implications.  This includes the
Company's 'B+' corporate credit rating and 'B-' subordinated debt
rating on the company.  CreditWatch with negative implications
means that the ratings could be lowered or affirmed following the
completion of Standard & Poor's review.

"The CreditWatch placement follows Psychiatric Solutions'
March 10, 2005, announcement of a definitive stock purchase
agreement to acquire 20 inpatient psychiatric facilities from
Ardent Health Services for $560 million," said Standard & Poor's
credit analyst Jesse Juliano.  Psychiatric Solutions will pay
$500 million in cash and $60 million in its common stock.  The
facilities the company is purchasing produced about $300 million
in 2004 revenues.

The acquisition will expand Psychiatric Solutions' network into
eight new states, add 2,000 beds, and make the company the largest
provider of inpatient psychiatric care.  However, Standard &
Poor's expects that Psychiatric Solutions' financial profile could
be significantly weakened by the transaction, given that the
company will need to raise a substantial amount of debt.  This
additional debt burden could outweigh the benefits from
Psychiatric Solutions' network expansion and place downward
pressure on the current ratings.

Standard & Poor's will meet with management to discuss the
financial and business impact of this proposed transaction and
evaluate its effect on credit quality before taking further rating
action.


QWEST COMMS: S&P Reviewing Ratings on Three Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
synthetic transactions related to Qwest Communications
International, Inc., and its related entities on CreditWatch with
negative implications.

The CreditWatch placements reflect the Feb. 25, 2005, placement of
the long-term corporate credit rating on Qwest Communications
International, Inc., and the senior unsecured debt ratings on
Qwest Communications International, Inc., and its related entities
on CreditWatch with negative implications.

PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust Series
QWS-2 are swap-independent synthetic transactions that are
weak-linked to the underlying securities, Qwest Capital Funding
Inc.'s (formerly U.S. West Capital Funding Inc.) 7.75% notes due
Feb. 15, 2031.  The CreditWatch placements regarding these two
transactions reflect the current credit quality of the underlying
securities issued by Qwest Capital Funding Inc., which are
guaranteed by Qwest Communications International, Inc.

CorTS Trust For U.S. West Communication Debentures is a
swap-independent synthetic transaction that is weak-linked to the
underlying securities, Qwest Corp.'s (formerly U.S. West
Communications Inc.) 7.125% debentures due Nov. 15, 2043.  The
CreditWatch placement regarding this transaction reflects the
current credit quality of the underlying securities issued by
Qwest Corp.

A copy of the Qwest Communications International Inc.-related
research update, dated Feb. 25, 2005, is available on
RatingsDirect, Standard & Poor's Web-based credit analysis system.
   
             Ratings Placed on CreditWatch Negative
   
                PreferredPLUS Trust Series QWS-1
         $40.565 Million Trust Certificates Series QWS-1
   
                              Rating
               Class       To               From
               -----       --               ----
               Certs       B/Watch Neg      B
     
                PreferredPLUS Trust Series QWS-2
         $38.750 Million Trust Certificates Series QWS-2
   
                              Rating
               Class       To               From
               -----       --               ----
               Certs       B/Watch Neg      B
    
      CorTS Trust For U.S. West Communications Debentures
       $40.565 Million Corporate-Backed Trust Securities
   
                              Rating
               Class       To               From
               -----       --               ----
               Certs       BB-/Watch Neg    BB-


REVLON CONSUMER: Prices Sr. Notes & Increases Offering to $310-Mil
------------------------------------------------------------------
Revlon Consumer Products Corporation, a wholly owned subsidiary of
Revlon, Inc., has priced its previously announced offering of
Senior Notes due 2011.  The interest rate on the Notes has been
set at 9-1/2% and the transaction has been increased to
$310 million, from the initially announced $205 million, in
response to investor demand.  The transaction is expected to close
tomorrow, March 16, 2005.  The closing of the offering is subject
to customary closing conditions and there can be no assurances
that the transaction will be consummated.

The net proceeds from the offering are expected to be used by
RCPC:

     (i) to retire all of the $116.2 million aggregate principal
         amount outstanding of its 8-1/8% Senior Notes due 2006
         and all of the $75.5 million aggregate principal amount
         outstanding of its 9% Senior Notes due 2006,

    (ii) to pay related fees and expenses, including accrued
         interest and, with respect to the 9% Senior Notes, the
         applicable premium, and

   (iii) due to the increased size of the transaction, RCPC
         expects to use a portion of the net proceeds to prepay,
         and permanently reduce, a portion of the term loan
         facility of RCPC's credit agreement, together with the
         applicable prepayment fee associated with such
         prepayment.

Any remaining balance will be available for general corporate
purposes.

This press release does not constitute a call for redemption of
the 8-1/8% Senior Notes or the 9% Senior Notes.  The Notes will be
sold only to qualified institutional buyers in reliance on Rule
144A, and outside the United States in compliance with Regulation
S under the Securities Act of 1933, as amended.  The proposed
issuance of the Notes will not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  This press release shall not
constitute an offer to sell, or the solicitation of an offer to
buy, any securities, nor shall there be any sale of securities
mentioned in this press release in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

                        About the Company

Revlon Consumer Products Corporation is a wholly owned subsidiary
of Revlon, Inc., a worldwide cosmetics, 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.  Web sites 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 reported in the Troubled Company Reporter on March 10, 2005,
Moody's Investors Service assigned a Caa2 rating to the proposed
$205 million senior notes offering by Revlon Consumer Products
Corporation.  In addition, Moody's affirmed Revlon's existing
ratings and its negative rating outlook.

The affirmation and assignment of long-term ratings reflect the
company's continued operational and financial progress, including
the prospective improvement in Revlon Consumer's near-term
liquidity profile as proceeds from the notes are used to refinance
bonds maturing as early as February 2006.  However, the
continuation of a SGL-4 speculative grade liquidity rating and a
negative long-term rating outlook reflect the company's ongoing
negative free cash flow profile and ongoing liquidity concerns
beyond the near term.

The ratings affected by this action are:

   * New $205 million senior notes due 2011, assigned at Caa2;

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, affirmed at SGL-4;

   * Senior unsecured issuer rating, affirmed at Caa2.

At the same time, Standard & Poor's Ratings Services affirmed its
ratings on Manhattan-based cosmetics manufacturer Revlon Consumer
Products Corp., including its 'B-' corporate credit rating.

At the same time, Standard & Poor's assigned a 'CCC' senior
unsecured debt rating to Revlon's planned $205 million senior
unsecured note offering due 2011.  The outlook is negative.
Approximately $1.4 billion of debt is affected by this action.

Proceeds from the $205 million senior unsecured note offering will
be used primarily to repay approximately $192 million of debt due
in 2006.

"The refinancing of Revlon's debt maturities due in 2006
significantly improves the company's short-term liquidity,
however, the company will be challenged to improve operations in
fiscal 2005 due to a soft mass-market color cosmetics segment, and
planned increases in marketing and promotional expenses to support
new product introductions," said Standard & Poor's credit analyst
Patrick Jeffrey.  While Revlon achieved its revised targeted
EBITDA level of $190 million in fiscal 2004, the company's planned
increased media spending, particularly in the first half of 2005,
will affect the company's EBITDA growth and margins for fiscal
2005.  As a result, the company will need to continue to
demonstrate sustained operating stability and adequate liquidity
before a stable outlook is considered.


ROBERT & STACIE KORNEGAY: Case Summary & 20 Largest Creditors
-------------------------------------------------------------
Debtor: Robert Wayne & Stacie Johnston Kornegay
        P.O. Box 38579
        Tallahassee, Florida 32315

Bankruptcy Case No.: 05-40282

Type of Business: The Debtors have interests in:
(a) Seacoast Mfg and Vending, Inc.
                  (b) Seacoast RV, Inc.
                  (c) KW Warehouse No. 1, LLC
                  (d) KW Warehouse No. 2, LLC
                  (e) KW Warehouse No. 3, LLC

Chapter 11 Petition Date: March 10, 2005

Court: Northern District of Florida (Tallahassee)

Judge: Lewis M. Killian Jr.

Debtor's Counsel: Thomas B. Woodward, Esq.
                  Thomas B. Woodward Law Firm
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Telephone (850) 222-4818
                  Fax (850) 561-3456

Total Assets: $2,211,445

Total Debts:  $5,430,786

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hancock Bank
101 S. Monroe Street
Tallahassee, FL 32301         Guaranty/corp.          $1,500,000
                              debt Contingent

Capital Crossing Bank
Loan Ops
101 Summer Street
Boston, MA 02110                                        $890,179

Wakulla Bank
PO Box 610
Crawfordville, FL 32327      Boardwalk Lane             $350,000
                             lot #3
                             Shell Point, FL
                             Building in progress

Charles F. Cooper
c/o Darren A. Schwartz, Esq.
3520 Thomasville Road
Suite 200
Tallahassee, FL 32304         Judgment 22805             $339,330

Tallahassee State Bank
2720 W. Tennessee Street
Tallahassee, FL 32304         Guaranty/corp. debt        $190,000
                              Contingent

Gregg Whittaker
P.O. Box 38579
Tallahassee, FL 32315         Personal Loan              $150,000

Betty Atkinson
1235 Hamilton Street
Jacksonville, FL 32205        Personal Loan              $104,346

Art Oestman
201 Wall
Suite 403
Midland, TX 79701             Personal Loan               $35,000

Tallahassee State Bank        Line of credit              $24,762

Amex                          Credit card                 $18,764

Citi                          Credit card                 $16,866

Suntrust Bk Central Fl        Personal Loan/              $15,502
                              Guaranty Contingent

Discover Financial Svc        Credit card                 $14,977

Suntrust Bk Central Fl        Personal Loan/              $14,615
                              Guaranty Contingent

Murrel L. Kornegay            Personal Loan               $12,146

Citi                          Credit card                  $9,985

Mbna America Bank NA          Credit card                  $7,695

First Bank & Trust            Credit card                  $6,776

Gemb/Lowes                    Charge Account               $6,110

Amex                          Credit card                  $2,659


ROYAL INDEMNITY: S&P Reviews Low-B Ratings on Seven Debt Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
securities that are supported by Royal Indemnity Co. policies on
CreditWatch negative following discussions with Royal management
regarding the obligation of the company under the policies.

The ratings were initially based, in whole or in part, on the
expectation that the company would pay all claims covered by the
policy in a full and timely manner.  Given Royal's decision not to
participate in Standard & Poor's recently revised financial
enhancement rating analysis, these CreditWatch placements reflect
a concern that the company may chose to exercise its right to
review and validate future claims under the policy prior to
payment.  By retaining the right to review and validate claims,
payments under the policy may be delayed or reduced, causing a
default on the bonds supported by such policies.  As a result, the
ratings will be reviewed and revised based on an analysis of the
underlying collateral.  Additionally, the rating assigned to the
insurer, the type of policy supporting the securities, and the
insurer's claims payment history may also impact the determination
of the revised ratings.  Standard & Poor's will resolve the
CreditWatch placements over the next several months as it conducts
its analysis.

In December 2004, Standard & Poor's updated its policy regarding
transactions supported by financial enhancement ratings and now
assigns an financial enhancement rating to all insurers that have
provided financial enhancement to Standard & Poor's-rated
transactions and that have committed to paying and waiving all
defenses.  A copy of the article, titled Insurance Criteria:
Financial Enhancement Rating, is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/
     
             Ratings Placed on CreditWatch Negative
     
                        ABS Transactions
     
                       FSL Funding 3 Ltd.
                            Series 1

                              Rating
                  Class  To              From
                  -----  --              ----
                  Notes  BB+/Watch Neg   BB+
     
                       FSL Funding 3 Ltd.
                            Series 2

                              Rating
                  Class  To              From
                  -----  --              ----
                  Notes  BB+/Watch Neg   BB+
    
                         NS Repack Ltd.

                              Rating
                  Class  To              From
                  -----  --              ----
                  Notes  BB+/Watch Neg   BB+
     
                       CMBS Transactions
     
                Banc of America Large Loan Inc.
            Commercial Mortgage Pass-Through Certs
                        Series 2001-WBM

                              Rating
                  Class  To              From
                  -----  --              ----
                  A      BB+/Watch Neg   BB+/Negative
     
           CVS Credit Lease Pass-Through Certificates

                              Rating
                  Class  To              From
                  -----  --              ----
                  A2     BB+/Watch Neg   BB+/Negative
    
            North First Credit Lease Trust 2001-CTL1
             Credit Lease-Backed Pass-Through Certs

                              Rating
                  Class  To              From
                  -----  --              ----
                  Certs  BB+/Watch Neg   BB+/Negative Outlook
    
             Short-Term Asset Receivables Trust
        Net Lease Pass-Through Certs Series BC 2000A

                              Rating
                  Class  To              From
                  -----  --              ----
                  Certs  BB+/Watch Neg   BB+/Negative


SAINTS MEMORIAL: Fitch Upgrades 1993A Revenue Bonds to BB+
----------------------------------------------------------
Fitch Ratings upgrades its rating to 'BB+' from 'BB' on
approximately $62.2 million Massachusetts Health and Educational
Facilities Authority revenue bonds series 1993A.  The Rating
Outlook is Stable.

The 'BB+' rating upgrade is largely due to Saints Memorial Medical
Center's solid operating profitability in recent years. Saints'
operating margin was 2.9% ($3.4 million gain) in fiscal 2004 and
has remained above 1.5% since fiscal 2001.  Through three months
ended Dec. 31, 2004, Saints operating profitability continued with
a 2.3% margin. Operating profitability has been supported by the
continuation of good managed care contract renegotiations and very
strong inpatient utilization growth.  In fiscal 2004, Saints'
admissions increased 10.1% to 6,935 from 6,297 in fiscal 2002.
Other credit strengths include Saints' low days in accounts
receivable.  At Dec. 31, 2004, Saints had 44.3 days in accounts
receivable, which has remained below 49 days at each fiscal year-
end since 2001 and reflects excellent revenue cycle management.

Ongoing credit concerns remain Saints' high debt burden, low debt
service coverage, competitive service area and moderately light
liquidity relative to expenses.  Although Saints' cash-to-debt
ratio of 42.8% at Dec. 31, 2004, remains low, it has improved from
28.3% at fiscal year-end 2001, partly due to limited capital
spending which averaged only 55% of depreciation expense annually
from fiscal 2001-2004.  Despite Saints' solid profitability,
maximum annual debt service coverage by EBITDA remained low at 1.9
times in fiscal 2004, which reflects its high debt burden.  In its
primary service area, Saints' inpatient market share of 31.5% is
lower than that of its main competitor, Lowell General Hospital
(38.5%; rated 'BBB' by Fitch), while out-migration to Boston
hospitals and Lahey Clinic in Burlington, Massachusetts is high at
30%.  However, Fitch notes that only one-third of Saints' net
patient revenue is derived from inpatient services.  Saints'
unrestricted liquidity position at Dec. 31, 2004 ($26.6 million)
represented a moderately low 90 days of operating expenses, which
does not include $14 million of unrestricted liquidity from Saints

Memorial Health System

The Rating Outlook is Stable.  Fitch expects Saints' solid
operating profitability to continue over the medium term and
believes its fiscal 2005 operating budget ($3.7 million gain) is
attainable.  However, Fitch anticipates that capital spending will
need to increase over the medium term, as Saints' level of
spending has been well below depreciation expense in recent years.
Management stated that there are no debt plans over the near term.
Formal merger discussions between Saints and Lowell General
Hospital were dissolved in 2001.

However, management believes that a future merger agreement would
be the best option for the City of Lowell.

Saints operates 195 licensed acute-care beds in Lowell, MA,
approximately 25 miles northwest of Boston. In fiscal 2004, total
operating revenue was $114.7 million.  Saints, the sole obligated
group member, is part of the Saints Memorial Health System.
Quarterly disclosure to Fitch has been timely, and includes a
balance sheet, income statement and utilization statistics on a
quarterly basis.  However, Fitch notes that a statement of cash
flows and management discussion and analysis are not provided on a
quarterly basis.  Disclosure covenants were not typical at the
time of Saints' 1993 bond issuance; however, Saints routinely
provides both annual and quarterly disclosure to bondholders upon
request.


SHOWTIME ENTERPRISES: Has Until May 12 to Make Lease Decisions
--------------------------------------------------------------
The Honorable Judith H. Wizmur of the U.S. Bankruptcy Court for
the District of New Jersey extended until May 12, 2005, the time
within which Showtime Enterprises, Inc., and its debtor-affiliates
can decide whether to assume, assume and assign, or reject
nonresidential real property unexpired leases pursuant to Section
365(d)(4) of the Bankruptcy Code.

The Debtors sought an extension of the Deadline since their time
to make lease related decisions expired on March 13, 2005.
Showtime Enterprises contemplated assuming some of its leases
today and assigning them to Sparks Exhibits and Environments
Corporation, under an Asset Purchase Agreement.  

Headquartered in Paulsboro, New Jersey, Showtime Enterprises, Inc.
-- http://www.showtimeinc.com/-- provides creative design and  
high quality fabrication.  The Debtor's full-service portfolio
includes trade show and museum exhibits, corporate interiors,
event management, retail merchandising displays and environments
as well as corporate gifts & incentives.  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 12,
2005 (Bankr. D. N.J. Case No. 05-11089).  Rocco A. Cavaliere,
Esq., at Blank Rome Comisky and McCauley LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$3,695,364.85 and total debts of $9,616,355.77.


SOLUTIA INC: Objects to Lifting Stay on Crystal Spring's Lawsuit
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 17, 2004,
Deuncie Adams and about 1,400 other plaintiffs in various
litigation pending, and to be commenced, in the Circuit Court for
Copiah and Hinds Counties, Mississippi, and the United States
District Court for the Southern District of Mississippi, Jackson
Division, against, inter alia:

    -- Kuhlman Corporation,
    -- Kuhlman Electric Corporation,
    -- Borg-Warner, Inc.,
    -- Monsanto Chemical Company,
    -- Solutia, Inc., and
    -- Pharmacia Corporation,

asked Judge Beatty of the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay in the chapter 11
cases of Solutia, Inc., and its debtor-affiliates so that the
plaintiffs can continue their pending litigation and commence
certain new litigation, with recovery -- at this time -- to be
limited to the proceeds of applicable insurance coverage.

                         Debtors Object

As the Court is aware, Jonathan M. Landers, Esq., at Gibson, Dunn
& Crutcher, LLP, in New York, notes, the Debtors' Chapter 11
cases will involve claims against the Debtors asserting personal
injury, wrongful death, property damage and other torts.  At this
time it is unclear how many of those claims have been asserted
against the Debtors.  However, Mr. Landers says, it is clear that
these tort claims are significant in the Debtors' cases, because
the Debtors believe that the amounts claimed by these tort
claimants will be substantial and because reconciliation of these
claims will be critical to the Debtors' ability to develop and
propose a confirmable Chapter 11 plan.  "Indeed, after they have
had the opportunity to evaluate these tort claims and negotiate
with the parties-in-interest, the Debtors will have to consider
whether the plan should contain specific provisions for dealing
with these tort claims," Mr. Landers says.

According to Mr. Landers, it is essential that the Court retain
control over the claims resolution process.  The Debtors' ability
to handle these claims in the Court is critical to their ability
to propose and confirm a reorganization plan.

Mr. Landers observes that if the Court permits the Crystal
Springs Plaintiffs to continue litigating their claims outside
the Court, other creditors may also seek to have their tort
claims adjudicated in another forum.  Mr. Landers points out that
other creditors already have raised the issue of whether the
Court should retain control over the resolution of their claims.

The Crystal Springs Plaintiffs have intimated that claims by
1,400 plaintiffs ultimately may be presented.  In addition to the
tort claims alleged by the Crystal Springs Plaintiffs, there are
literally thousands of potential claims by the Nitro plaintiffs,
probably hundreds by the ERISA claimants, and 474 asbestos
claims.  These are the just claims known to the Debtors so far
and the Debtors have not yet been able to identify other tort
claims that may exist.

While it is impossible to quantify these claims, Mr. Landers
says, it is likely that many of them will seek significant sums
for allegedly serious personal injury, property damages and
investment losses, and the aggregate amount of those claims could
be in the range of hundreds of millions of dollars or more.
Solutia will likely dispute these claims.

"Unless [the] Court retains control of these claims, Solutia's
ability to deal with them in the plan process will be
considerably reduced and, at the same time, Solutia will have to
expend considerable sums to defend such claims, prematurely in
terms of the overall case, because of their potential impact on
the case and any reorganization plan," Mr. Landers says.

                Status of Claims Resolution Process

According to Mr. Landers, more than 14,500 proofs of claim have
been filed so far.  Because of the sheer number of proofs of
claim that were filed, it has taken Solutia's claims agent,
Trumbull Group, LLC, five weeks to process the proofs of claim.
During that time, Trumbull diligently worked to create an
official claims register as well as a searchable list that will
permit Solutia to determine how many proofs of claim asserting
tort claims were filed against it.  Trumbull very recently
provided Solutia with a claims register, but has not yet been
able to complete the searchable list (though Solutia understands
that Trumbull will complete this task soon.)  Because it has not
yet received the searchable list of claims, Solutia is still
unable to determine how many personal injury claims were filed
against it.  Once Solutia has an opportunity to evaluate the
number and nature of the tort claims that have been asserted, it
can begin working to establish a process for dealing with those
claims in a way that most benefits Solutia, its estate and its
creditors.  "While Solutia is undertaking this task, the
automatic stay remains critically important to Solutia and the
other parties-in-interest in [the Debtors'] chapter 11 cases,"
Mr. Landers says.

            Mississippi District Court's Recent Decision

Solutia brings to the Bankruptcy Court's attention a recent
decision by the United States District Court for the Southern
District of Mississippi, denying a motion filed by certain
Crystal Springs Plaintiffs for mandatory abstention or remand.
That motion related to personal injury lawsuits that were
originally filed in Mississippi state court, but that were
removed to the District Court by defendant Pharmacia Corporation
and subsequently consolidated.

In denying the Crystal Springs Plaintiffs' motion, the District
Court first noted that the Crystal Springs Plaintiffs' lawsuits
were related to Solutia's bankruptcy case because the lawsuits
involve claims against Solutia.  The District Court also stated
that the consolidation or coordination of the Crystal Springs
Plaintiffs' lawsuits in federal court would further the efficient
administration of Solutia's bankruptcy case, especially given the
number of lawsuits and plaintiffs involved.  In reaching this
conclusion, the District Court agreed with Pharmacia's argument
that removal would eliminate duplicative proceedings, prevent
inconsistent trial rulings and conserve the resources of the
parties, their counsel and the judiciary.  The District Court
noted that the centralization of claims against a debtor in one
tribunal increases the debtor's odds of developing a reasonable
plan of reorganization, which will work a rehabilitation of the
debtor and at the same time assure fair and non-preferential
resolution of the claims.  Moreover, the District Court agreed
with Pharmacia's assertion that the remand of the lawsuits would
be harmful to the administration of Solutia's bankruptcy estate
because of the heavy state court case loads and the unpredictable
and substantial verdicts that often result in personal injury
claims in Mississippi.

As the removal of the Crystal Springs Plaintiffs' lawsuits to the
District Court would promote the efficient administration of
Solutia's bankruptcy case, so too would keeping the automatic
stay in place.  Mr. Landers asserts that Solutia's bankruptcy
case will be most efficiently administered if the Crystal Springs
Plaintiffs' claims are resolved in the Bankruptcy Court under the
plan process, along with the claims of Solutia's thousands of
other creditors.  "[I]t would be harmful to Solutia, its estate
and its creditors if the Crystal Springs Plaintiffs are permitted
to avoid the claims resolution process in [the Bankruptcy]
Court."

                     Committee Supports Debtors

The Official Committee of Unsecured Creditors agrees with the
Debtors' arguments.  Thus, the Committee also asks the Court to
deny the Crystal Springs Plaintiffs' request for relief from the
automatic stay.

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


STRUCTURED ASSET: Fitch Rates $1.7 Million Class B Cert. at BB+
---------------------------------------------------------------
Fitch has rated the Structured Asset Securities Corporation Trust
2005-WMC1 mortgage pass-through certificates:

      -- $270.4 million classes A1, A2, and A3 'AAA';
      -- $22.4 million class M1 'AA';
      -- $18.1 million class M2 'A';
      -- $4.5 million class M3 'A-';
      -- $8.5 million class M4 'BBB';
      -- $3.7 million class M5 'BBB-';
      -- $5.7 million class M6 'BBB-';
      -- $1.7 million class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.55%
total credit enhancement provided by the 6.70% class M1, the 5.40%
class M2, the 1.35% class M3, the 2.55% class M4, the 1.10% class
M5, the 1.70% class M6, the 0.50% class B, and the 1.25%
overcollateralization -- OC.  All certificates have the benefit of
monthly excess cash flow to absorb losses.  In addition, the
ratings reflect the quality of the loans, the integrity of the
transaction's legal structure, as well as the capabilities of
Wells Fargo Bank, N.A., as servicer, rated 'RPS1' by Fitch.
LaSalle Bank National Association is the trustee.

The certificates are supported by one collateral group.  The
mortgage loans consist of nonconforming, conventional, first and
second lien, adjustable- and fixed-rate, fully amortizing and
balloon, residential mortgage loans.  The mortgage balance as of
the cut-off date was $335,067,032.  Approximately 14.28% of the
mortgage loans are fixed-rate mortgage loans and 85.72% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 6.677%.  The weighted average remaining term to
maturity is 335 months.  The average principal balance of the
loans is approximately $227,473.  The weighted average original
loan-to-value ratio is 83.38%.  The properties are primarily
located in:

         * California (73.51%),
         * Arizona (3.24%), and
         * New York (3.07%).

On the closing date, a loan-level primary mortgage insurance
policy will be obtained on behalf of the trust from Mortgage
Guaranty Insurance Corporation.  Approximately 53.86% of
the mortgage loans with OLTVs greater than 80% are covered.

All of the mortgage loans were purchased by Structured Asset
Securities Corporation, acting as the depositor, from WMC Mortgage
Corp.  The trust fund will make elections to treat some of its
assets as one or more real estate mortgage investment conduits for
federal income tax purposes.


STRUCTURED ASSET: S&P Assigns Low-B Ratings to Six Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
publicly rated classes of mortgage pass-through certificates from
three series issued by Structured Asset Mortgage Investments
Trust.  At the same time, ratings are affirmed on 106 other
classes from 23 Structured Asset transactions.

The raised ratings reflect:

   -- credit support percentages that are at least 1.91x the loss
      coverage levels associated with the raised ratings;

   -- excellent collateral pool performance, as demonstrated by
      low cumulative losses of no more than 6 basis points -- bps;

   -- remaining collateral balances that are less than 19.00% of
      their original sizes; and

   -- at least five years of mortgage seasoning.

The increased credit support percentages resulted from the
shifting interest structure of the transactions, which was further
influenced by significant prepayments.

The affirmations reflect credit enhancement percentages that are
sufficient to support the assigned ratings.  As of the January
2005 remittance date, the mortgage pools backing the certificates
with affirmed ratings issued by Structured Asset Mortgage Trust I
had serious delinquencies (90-plus days, foreclosure, and REO)
ranging between 0.04% (series 2003-AR2) and 5.64% (1999-4).
Cumulative realized losses, as a percentage of original pool
balance, ranged between 0.00% (five series) and 1.46% (series
1999-4).  Regarding the collateral performance of the deals issued
by Structured Asset Mortgage Trust II, serious delinquencies
ranged between 0.04% (series 2004-AR4) and 0.17% (series 2003-AR4)
To date, the Structured Asset Mortgage Trust II securitizations
have experienced no losses.

Credit support for the transactions is provided by subordination.
The collateral backing the certificates consists of fixed- or
adjustable-rate, first-lien mortgage loans secured by one- to
four-family residential properties.
   
                         Ratings Raised
   
          Structured Asset Mortgage Investments Trust
                  Mortgage Pass-Through Certs
   
                                     Rating
                 Series    Class   To      From
                 ------    -----   --      ----
                 1998-6    B-3     AAA     AA+
                 1998-6    B-4     A+      A-
                 1999-1    I-B-2   AAA     AA+
                 1999-1    I-B-3   AAA     A
                 2002-AR1  B-1     AA+     AA
                 2002-AR1  B-2     A+      A
   
                        Ratings Affirmed
   
          Structured Asset Mortgage Investments Trust
                  Mortgage Pass-Through Certs   

  Series   Class                                       Rating
  ------   -----                                       ------
  1998-6    A-I,A-II,A-III,A-IV,A-V,B-1,B-2            AAA
  1998-6    B-5                                        BB
  1999-1    I-A,II-A,I-B-1                             AAA
  1999-2    3-A,3-X                                    AAA
  1999-4    A-2,P,X-1,X-2                              AAA
  2000-1    I-A-1,I-A-IO                               AAA
  2001-3    M-2                                        A
  2001-3    B                                          B
  2002-3    CC                                         AAA
  2002-AR1  I-A,II-A,III-A,IV-A,V-A,VI-A               AAA
  2002-AR1  B-3                                        BBB
  2002-AR2  A-1,X,A-2                                  AAA
  2002-AR3  A-1,X                                      AAA
  2002-AR4  A-1,X                                      AAA
  2002-AR5  A-1,X                                      AAA
  2003-AR1  A-1,A-2,A-3,A-3M,A-4,A-5,X-1               AAA
  2003-AR2  A-1,A-2,X                                  AAA
  2003-AR3  A-1,A-2,X                                  AAA
  2003-CL1  I-F1,I-S1,I-S2,I-F2,I-I1,I-I2,I-PO,II-A1   AAA
  2003-CL1  I-B1,II-B1                                 AA
  2003-CL1  I-B2,II-B2                                 A
  2003-CL1  I-B3,II-B3                                 BBB
  2003-CL1  I-B4,II-B4                                 BB
  2003-CL1  I-B5,II-B5                                 B
      
                       Ratings Affirmed
   
         Structured Asset Mortgage Investments II Trust
                  Mortgage Pass-Through Certs   
     
  Series    Class                                      Rating
  ------    -----                                      ------
  2003-AR4  A-1,A-2,X                                  AAA
  2004-AR1  I-A-1,I-A-2,I-A-3,II-A-1,X                 AAA
  2004-AR2  I-A,II-A,III-A,X                           AAA
  2004-AR3  I-A-1,I-A-2,I-A-3,II-A-1,X                 AAA
  2004-AR4  I-A-1,II-A-1,III-A-1,X                     AAA
  2004-AR5  I-A-1,I-A-2,I-X,II-A-1,II-A-2,II-A-3       AAA
  2004-AR5  II-B-1                                     AA
  2004-AR5  II-B-2                                     A
  2004-AR5  II-B-3                                     BBB
  2004-AR5  II-B-4                                     BB
  2004-AR5  II-B-5                                     B
  2004-AR6  A-1A,A-1B,A-2,A-3,X                        AAA


TRUMP HOTELS: Power Plant Group Wants Examiner Appointed
--------------------------------------------------------
Pursuant to Sections 1104(c)(1) and 1104(c)(2) of the Bankruptcy
Code, the Cordish Company, Power Plant Entertainment LLC, Native
American Development LLC, Richard T. Fields and Coastal
Development LLC ask the U.S. Bankruptcy Court for the District of
New Jersey to appoint an examiner with the authority to
investigate certain transactions relating to Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates.

Specifically, the Power Plant Group wants an examiner to
investigate:

    -- the nature, extent and fairness of transactions between the
       Debtors and their insiders;

    -- the potential causes of action held, and proposed to be
       released, by the Debtors and the nature and value of the
       causes of action;

    -- the existence of the Debtors' undisclosed assets and
       liabilities;

    -- the bond trading that took place in the months before the
       bankruptcy petition date; and

    -- whether the Debtors' lead bankruptcy counsel Latham &
       Watkins LLP lacks the "disinterestedness" to represent the
       Debtors.

                  Questionable Insider Transactions

According to Dominic E. Pacitti, Esq., at Saul Ewing LLP, in
Princeton, New Jersey, there are hosts of questionable insider
transactions that warrant independent review including numerous
dealings with Donald J. Trump and his affiliates, and bond
trading that took place during the months leading up to the
Petition Date.  Despite the substantial intercompany and insider
deals, the Debtors' Schedules of Assets and Liabilities,
Statements of Financial Affairs, and Disclosure Statement
accompanying the Second Amended Plan do not provide sufficient
detail for parties-in-interest to understand:

    -- the nature and extent of the transactions; and

    -- the ramifications of the releases currently envisioned in
       the Second Amended Plan.

Power Plant Group is concerned that Mr. Trump may have used the
Debtors' funds to pay for significant expenses:

    -- unrelated to the Debtors' hotel and casino businesses,

    -- that were for his personal benefit, or

    -- for an entity he owns.

Specifically, Mr. Pacitti alleges, Mr. Trump arranged for:

    -- headliner entertainers to perform at his Mar-a-Lago Club in
       Palm Beach, Florida, with the costs of the performances
       paid by the Debtors; and

    -- the Debtors to pay for chandeliers, furniture and other
       expenses that were installed at, or incurred for, Mar-a-
       Lago.

"The accelerated pace of these Chapter 11 cases has not allowed
for any investigation of the many prepetition insider
transactions, particularly those with Mr. Trump, yet the Debtors
propose in their Plan to release Mr. Trump and other insiders of
all such claims so that the truth would never see the light of
day," Mr. Pacitti says.

The Power Plant Group is also troubled how the U.S. District
Court for the Southern District of New York in In re Trump Hotels
Shareholders Derivative Litigation, 2000 U.S. Dist. Lexis 13550
at * 26 (Sept. 21, 2000) previously held it "reasonable to infer"
that three of the four original members of the Debtors' current
Special Committee of Independent Directors were not independent
from Mr. Trump.

Furthermore, the alleged review by the Special Committee of
Independent Directors of the Plan transactions is subject to
further question, as the "Independent Directors" have been
provided incomplete information to review.  Pursuant to the
Second Amended Disclosure Statement, the Debtors admit that they
"have not undertaken an independent valuation of each component
of consideration received by DJT under the Plan," and to the
extent any valuations were received by the Debtors, the
valuations are "subject to numerous uncertainties and
contingencies."

"With such a lack of true independence and information to justify
the various deals with Mr. Trump under the Plan, the rubber stamp
approval of the Special Committee is no substitute for truly
independent review," Mr. Pacitti argues.  "[T]he speed of these
proceedings [also] allowed no time for interested parties to
adequately investigate the proposed Plan transactions and insider
transactions."

                         Material Omissions

Trump Hotels & Casino Resorts Development LLC's Schedules list no
assets and no liabilities while its Statement of Financial
Affairs states it was not involved in litigation.  "These sworn
statements were false at the time they were filed," Mr. Pacitti
attests.

Indeed, THCR Development has filed two lawsuits in which it
asserted demands for substantial damages that were not listed in
its Schedules or Statements:

    1. Connecticut Litigation

       On June 24, 2003, THCR Development sued numerous
       defendants, including the Paucatuck Eastern Pequot Indian
       Tribal Nation, in the Superior Court for New Britain,
       Connecticut, alleging fraud, breach of contract,
       conspiracy, violation of the Connecticut Unfair Trade
       Practices Act and intentional interference with contractual
       relations.  In public statements to the press, THCR
       Development demanded $500 million to settle the Connecticut
       Complaint.

    2. Florida Litigation

       On January 24, 2005, Power Plant and Native American were
       served with a complaint filed by THCR Development in the
       Circuit Court of the 17th Judicial District for Broward
       County, Florida.  THCR Development alleges that the Power
       Plant Group obtained certain agreements with the Seminole
       Tribe by pretending to act on behalf of THCR Development,
       and asserts claims for fraud, breach of fiduciary duty,
       conspiracy, violation of the Florida Deceptive and Unfair
       Trade Practices Act, and interference with a prospective
       business relationship.  THCR Development requests
       unspecified damages resulting from its alleged loss of
       profits from its "hoped-for" deal with the Seminole Tribe.

Mr. Pacitti relates that the Power Plant Group assisted the
Seminole Tribe in the development of two Hard Rock Hotels &
Casinos in Tampa and Hollywood, Florida.  The Seminole Hard Rock
Hotels & Casinos opened in Tampa in March 2004 and in Hollywood
in May 2004.  The actions of THCR Development and Trump Hotels &
Casino Resorts LP relating to the Power Plant Group and the
Florida Litigation gave rise to significant claims by the Power
Plant Group against the Debtors, which the Power Plant Group will
assert at the appropriate time.

The omission of the litigations from the sworn Schedules and
Statements filtered through to the initial Disclosure Statement
filed by the Debtors on December 15, 2004, which similarly failed
to disclose the Debtors' allegedly substantial assets in the form
of the Connecticut Litigation and the Florida Litigation.  Only
after the Power Plant Group filed an objection to the adequacy of
the Disclosure Statement on January 31, 2005, did the Debtors
finally agree to disclose the litigation stemming from the
lawsuits, and the Power Plant Group's resulting administrative
claims.

"Whether additional material omissions and concealments exist is
unknown, as there has been no investigation of such matters," Mr.
Pacitti says.

                 Latham's Lack of Disinterestedness

Mr. Pacitti discloses that Latham was and remains principal
counsel for the Power Plant Group with respect to the
transactions on which the Debtors' claims in the Florida
Litigation are based.  The Power Plant Group has previously
requested that the connection be disclosed to the Court and that
Latham confirm that it will not act in the Debtors' Chapter 11
cases with regard to any matter that affects the Power Plant
Group.  Latham disputed the alleged conflict.

As of March 8, 2005, Latham did not provide confirmation to its
continuing role in the Debtors' bankruptcy cases.  However, the
Second Amended Disclosure Statement now includes a statement
disclosing Latham's representation of the Power Plant Group in
matters other than the Debtors' bankruptcy and states that "no
statement in the Florida Lawsuit, or this Disclosure Statement
relating to the Florida Lawsuit, is attributable in any way to
Latham & Watkins LLP."  That statement, Mr. Pacitti says, fails
to provide adequate notice of the scope and breadth of the
potential conflict to the Court and other parties-in-interest.
Latham still fails to acknowledge that it is counsel to the Power
Plant Group in the exact matters giving rise to the Debtors'
claim against the Power Plant Group as asserted in the Florida
Litigation.

                     Examiner Must be Appointed

Appointment of an examiner is mandatory when the fixed,
liquidated and unsecured debts exceeded $5 million.  The debt
threshold is met with the Debtors' claims register and Schedules
showing much more that $5 million in fixed, liquidated and
unsecured claims.

An independent examiner must be appointed to investigate the
extent and purpose of the numerous intercompany transfers and
insider transactions to determine whether any of them were less
than arm's length or otherwise improper, and whether the Debtors'
estates may have claims against the insiders involved in the
transactions.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Lazard's Valuation Analysis Under 2nd Amended Plan
----------------------------------------------------------------
As previously reported, Lazard Freres & Company LLC performed a
valuation analysis of Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates.  The Debtors filed a copy of Lazard's valuation
analysis on March 9, 2005.

The firm advised the Debtors with respect to the consolidated
Enterprise Value of the reorganized Debtors on a going-concern
basis.  Specifically, Lazard undertook the valuation analysis to:

    -- determine the value available for distribution to holders
       of allowed claims and equity interests pursuant to the
       Plan; and

    -- analyze the relative recoveries to those holders under the
       Plan.

Solely for purposes of the Plan, Lazard estimates that the total
value available for distribution to holders of allowed claims and
equity interests ranges from $1,650,000 to $1,880,000 as of an
assumed Effective Date of May 1, 2005.  Based on an anticipated
debt level at the Effective Date of around $1,400,000, net of
cash, Lazard's range of estimated Enterprise Value implies a
$250,000,000 to $480,000,000 value for the New Common Stock.

Lazard's Enterprise Value range assumes that the Plan is approved
and the Debtors will achieve their financial projections in all
material respects.

In estimating the Enterprise Value and equity value of the
reorganized Debtors, Lazard:

    -- reviewed certain of the Debtors' historical financial
       information;

    -- reviewed certain of the Debtors' internal financial and
       operating data which relates to the reorganized Debtors'
       business and their prospects;

    -- met with certain members of the Debtors' senior management
       to discuss the Debtors' operations and future prospects;

    -- reviewed publicly available financial data and considered
       the market value of public companies that Lazard deemed
       generally comparable to the Debtors' operating business;

    -- considered certain economic and industry information
       relevant to the operating business; and

    -- conducted other studies as it deemed appropriate.

A full-text copy of Lazard's Valuation Analysis is available for
free at:

    http://www.thcrrecap.com/pdfs/701-800/03-09-05-711-15-disc-stmnt-ex-h1.pdf


Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UAL CORP: Court Okays Mayer Brown as Special Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to
employ Mayer, Brown, Rowe & Maw, LLP, as special litigation
counsel.

As reported in the Troubled Company Reporter on March 1, 2005, UAL
Corporation and its debtor-affiliates wanted to supplement the
Order approving the employment of Mayer, Brown, Rowe & Maw, LLP,
as special litigation counsel.

In early December 2004, the Debtors asked MBR&M to provide  
representation for the prosecution of preference actions against  
Concourse Hotel, Marriott Denver Southeast and Oakland Marriott  
City Center.  The Debtors general counsel, Kirkland & Ellis, and  
its conflicts counsel Vedder, Price, were conflicted in those  
matters.  MBR&M does not have any preference conflicts with those  
Preference Defendants and agreed to file the actions.

The Debtors seek the Court's permission to employ MBR&M nunc pro  
tunc to December 1, 2004, for those Preference Litigation.

As reported in the Troubled Company Reporter on Nov. 16, 2004,
the Debtors received permission from the U.S. Bankruptcy Court for
the Northern District of Illinois to supplement the Order that
approved the employment and retention of Mayer, Brown, Rowe & Maw
as special litigation counsel.

                          *     *     *

The Court approves the application.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Republic Airways to Provide $125-Mil Equity Commitment
------------------------------------------------------------------
US Airways Group, Inc., has reached an agreement with Republic
Airways Holding, Inc., (NASDAQ/NM:RJET) and its majority
shareholder, Wexford Capital LLC, on an equity and financing
package that includes a $125 million investment upon US Airways'
emergence from Chapter 11, in addition to options for obtaining
$110 million of other liquidity enhancements that would be
available prior to emergence to assist the airline in completing
its restructuring.

Terms of the agreement are being filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia in Alexandria.
US Airways will seek the court's approval at the next monthly
omnibus hearing scheduled for its case, which is set for Thursday,
March 31, 2005, at 9:30 a.m., Eastern time.

Wexford is based in Greenwich, Conn., and holds a majority
interest in Republic, which operates Chautauqua Airlines and
Republic Airlines.  The proposed $125 million equity investment is
contingent on US Airways securing a total of $350 million in new
cash investment (including the $125 million from Republic and the
$125 million previously secured from Eastshore Aviation, LLC) to
finance the US Airways Plan of Reorganization and other
conditions, including Republic being satisfied with US Airways'
business plan.  The agreement also provides for comparable
treatment -- such as representation on the US Airways board of
directors -- as that provided to Eastshore.  The agreement also
includes a commitment by US Airways to amend and restate its
existing jet service agreement with Chautauqua, to assume that
agreement and to enter into a new jet service agreement with
Republic for regional jet feed using the Embraer (EMB) 170 and 190
aircraft under the US Airways Express brand.

"We are very pleased to have secured the support of a second,
well-regarded investor and airline partner to help us build and
finance our plan of reorganization," said Bruce R. Lakefield, US
Airways president and chief executive officer.  "The Republic
management team has a proven track record and we look forward to
an expanded relationship.  We are well on our way to securing at
least $350 million in new capital and continue to finalize our
business plan that will leverage our competitive cost structure
and strong market positions in the eastern U.S. and the
Caribbean."

"We appreciate all of the hard work US Airways and its employees
have accomplished thus far.  We recognize there is more work to be
completed but we are pleased we are able to assist
US Airways in reaching the final phase of its reorganization
process," said Bryan Bedford, chairman, president, and CEO of
Republic Airways Holdings.

In addition to the equity investment, the agreement includes
options for additional financing for US Airways subject to the
consent and approval of the Air Transportation Stabilization Board
(ATSB). Those provisions include:

Prior to the effective date of US Airways' plan of reorganization,
but no later than Dec. 31, 2005, US Airways may exercise its
option to obtain approximately $110 million through the sale of
certain assets, including:

   -- ten EMB-170 aircraft currently owned by US Airways and the
      three EMB-170 aircraft currently committed for delivery to
      US Airways;

   -- other EMB 170 related assets, such a flight simulator and
      other items; and 113 commuter slots at Ronald Reagan
      Washington National Airport; and

   -- 24 commuter slots at New York's LaGuardia airport.  

In addition, US Airways will assign to Republic the leases for an
additional 15 EMB-170 aircraft.  Republic would also work with US
Airways to locate an Embraer heavy maintenance facility at an
agreed upon location within the US Airways network.  Republic
would enter into a regional jet service agreement that would
continue the operation of the aircraft as US Airways Express.   
Also, Republic would simultaneously lease back the slots to US
Airways.  At any time on or after the second anniversary of the
slots sale/leaseback agreement, US Airways will have the right to
repurchase the LaGuardia and Washington slots at a predetermined
price.

After the effective date of US Airways' Chapter 11 plan of
reorganization, in the event that US Airways does not exercise the
slots sale/leaseback option, Republic has an option to
purchase/assume debt and leases for all 28 EMB-170 aircraft and to
fly them as US Airways Express.  The net effect, should this
portion of the agreement be implemented, would be the sale of US
Airways' MidAtlantic aircraft to Republic.  If either option is
exercised, Republic will comply with the applicable provisions of
all existing agreements with US Airways regarding MidAtlantic
Airways.  Customers will not be impacted, as the EMB-170 aircraft
that currently comprise the MidAtlantic fleet will continue to fly
under the US Airways Express brand, but will be operated by
Republic.

"This transaction provides us with new equity, reduced debt,
enhanced liquidity, and a strengthened relationship with a key
regional airline partner, as well as efficiencies in running the
business that will allow us to focus more of our resources on the
mainline operations," said Mr. Lakefield.  "Overall, we will have
both flexibility and a stronger regional jet network that will
improve both our bottom line and service to our customers."

In light of this new equity commitment and substantial progress
being made in US Airways' restructuring, General Electric's GECAS
subsidiary and other affiliates have agreed to US Airways' request
to extend the date by which the company will file its Plan of
Reorganization until April 15, 2005.

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: Gets Court Nod to Assume BofA Co-Branded Card Pact
--------------------------------------------------------------
The U.S. Bankruptcy Court for Eastern District of Virginia gave
authority to US Airways, Inc., and its debtor-affiliates and
subsidiaries to assume a Co-Branded Card and Merchant Services
Agreement with Bank of America, N.A. (USA), through its agent,
Bank of America, N.A.

As reported in the Troubled Company Reporter on Nov. 5, 2004, the
Agreement contains two primary components:

   (1) a co-branded or affinity card agreement allowing BofA's
       cardholders to earn miles under the Dividend Miles Program
       when they make purchases with the co-branded credit card;
       and

   (2) a processing agreement whereby BofA provides credit card
       processing and merchant services for Visa U.S.A.
       Incorporated and MasterCard International, Inc. credit
       card and debit card transactions.

The Debtors and BofA have modified the proposed Agreement.  The
Debtors' obligation to fund Dividend Miles by the second, third
and fourth anniversaries of the Agreement is reduced to
200 million miles, rather than 1 billion miles by the second and
third anniversaries, and 750 million miles by the fourth
anniversary, as per the current Agreement.  This reduction will
significantly benefit the Debtors.

The Debtors are also required to retain at least 40% of their
existing daily flights.  The Debtors will not increase the number
of miles required for an award under the Dividend Miles Program,
without 30 days' written notice.  If BofA determines that any
increase materially and adversely affects the Dividend Miles
Program, BofA may terminate the Agreement on 90 days' written
notice.

BofA agrees to the Debtors' procedures for the treatment of
Passenger Facility Charges, provided that:

   (a) PFCs will be transferred to a sub-account of the Trust 5
       Trust Agreement, and

   (b) BofA continues to receive the same financial reporting as
       under the Trust 5 Trust Agreement.

The Agreement may be renewed each successive year unless one party
provides six months' notice of termination.  BofA will recoup
Agreement-related out-of-pocket fees and costs of outside counsel
subsequent to the Petition Date.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
informs the Court that the Dividend Miles Program is essential to
the Debtors' business because it helps develop customer loyalty,
generate goodwill and attract new customers.  The Agreement, in
turn, is an integral facet of the Dividend Miles Program.  The
Debtors provide BofA with lists of individuals who have a Dividend
Miles Account, which BofA uses to solicit consumers who may have
an interest in their products, including a Bank of America/US
Airways co-branded credit card.  The Agreement allows BofA limited
use of US Airways' logo, trademark, tradename, or service mark for
marketing purposes.  In return, BofA pays the Debtors a fee and
provides a minimum annual level of marketing support for the
Dividend Miles Program.

Continuation of BofA's processing functions is vital to the
Debtors' operations.  Assumption of the Agreement enhances the
Debtors' liquidity position and avoid disruption to their
customer's favorite method of payment.  Furthermore, BofA has
agreed to the establishment of a sub-trust to the Trust Agreement
of US Airways, Trust 5.  The sub-trust addresses the objections to
the Debtors' request to assume trust account agreements.  

As the largest source of revenues, Mr. Leitch relates that credit
card sales are an essential component of the Debtors' business.  

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)


US AIRWAYS: Gets Court Nod to Ink Air Wisconsin Jet Service Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave permission to US Airways, Inc., and its debtor-affiliates to
enter into the Jet Service Agreement with Air Wisconsin Airlines
Corporation.

As reported in the Troubled Company Reporter on Mar. 2, 2005,
Under the JSA, the Debtors will accept up to 70 CRJ-200, 50-seat
regional jets at prices equal to or lower than those paid to other
regional jet affiliates.  The actual number of jets will vary,
subject to AWAC's commitments to third parties.  However, the
Debtors could potentially receive up to 70 additional regional
jets.

The JSA has a 10-year term, but provides that if it is terminated
due to the Debtors' cessation of business, AWAC's claim for breach
will be a general unsecured claim, rather than an administrative
claim.

Brian P. Leitch, Esq., at Arnold & Porter, assures the Court that
the terms and conditions of the JSA are comparable to those of the
Debtors' agreements with other express carrier affiliates, albeit
at a lower price.  Entry into the JSA is a condition of the DIP
Facility.  Specific terms of the JSA are not available as major
portions are provided only in redacted form.

The Debtors are not bound to the JSA.  Once the Order is entered,
the Debtors may talk to other parties or alter existing
arrangements with other regional jet providers.  The Debtors are
free to continue to negotiate for new arrangements with other
regional jet service providers.

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


US AIRWAYS: Jack Wagner Wants Job Outsourcing Reconsidered
----------------------------------------------------------
Pennsylvania Auditor General Jack Wagner sent a letter on March
12, 2005, to Bruce Lakefield, US Airways' chief executive officer,
saying:

   Mr. Lakefield,

   As a customer, taxpayer and elected officer of the Commonwealth    
   of Pennsylvania, charged with monitoring the spending of state
   money, I am deeply disturbed by newspaper accounts of your
   airline's plan to outsource to Central America hundreds of
   good-paying jobs - including those from a reservations center
   in Green Tree.

   When your company announced the closing of the Green Tree
   operation, your spokesmen promised that all 850 dislocated
   workers would be offered transfers to North Carolina. Now, it
   appears those jobs will be migrating much farther south.

   If that is the case, your action is a corporate betrayal and a
   harsh slap in the face to Allegheny County taxpayers,
   customers, and loyal US Airways employees who have supported
   your airline for many decades.

   To promise Green Tree workers an opportunity to transfer to
   North Carolina, and then to ship these jobs out of the United
   States, is the ultimate bait and switch.

   Allegheny County and the Commonwealth of Pennsylvania have bent
   over backwards to be a good neighbor to US Airways. Pittsburgh
   International Airport, recognized as one of the most customer-   
   friendly airports in the nation, was built to accommodate US
   Airways' need for a modern hub.

   The state and county pledged $115 million to help US Airways
   build a jet maintenance facility at Pittsburgh International
   Airport. The state and county also offered $264 million in
   lease concessions and capital improvements at Pittsburgh
   International in 2003 to help US Airways emerge from its first
   bankruptcy reorganization. And when US Airways revealed in
   January that it might close the Green Tree reservations center,
   Allegheny County and the Commonwealth of Pennsylvania offered
   US Airways more than $1 million in cash and incentives to save
   those 850 jobs.

   Instead of working with the county and state to find a mutually
   beneficial resolution, your airline chose instead to give a
   cold shoulder to Western Pennsylvania and the thousands of
   loyal US Airways employees who live here.

   As a state senator, I joined with my Democratic colleagues from
   Allegheny County to deliver $404 million in financial aid to
   Allegheny County to be provided from gaming slots revenue.
   About $150 million is dedicated to retiring Pittsburgh
   International Airport debt, which will benefit your airline
   through lower lease payments.

   I have written to you in the past, seeking information on US
   Airways' plans for Pennsylvania and its employees. That request
   was given short shrift. I now request that US Airways
   reconsider its decision to outsource good-paying middle-class
   jobs to other nations. I stand ready to assist you in keeping
   US Airways jobs in the U.S.

   Sincerely,

   Jack Wagner,
   Auditor General
   Commonwealth of Pennsylvania

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.


TOWER AUTOMOTIVE: S&P Puts BBB Rating on $725M DIP Loan
-------------------------------------------------------
Standard & Poor's Ratings Services made public the confidential
'BBB' rating it assigned on Feb. 18, 2005, to the $725 million
debtor-in-possession loan of R.J. Tower Corp., a subsidiary of
Tower Automotive Inc. (NR/--/--).  The loan has a two-year
maturity and is extended by JPMorgan Chase Bank N.A. and other
banks.

"The rating reflects our view of the company's likelihood of
reorganizing in Chapter 11 bankruptcy proceedings and the asset
protection afforded by the collateral," said Standard & Poor's
credit analyst Daniel DiSenso.

The facility is guaranteed by Tower Automotive and the domestic
subsidiaries of the borrower.  Tower has total debt of about
$1.5 billion, of which $818 million is subject to compromise.

DIP lenders benefit from superpriority administrative status.   
Security is provided by a perfected first-priority, priming lien
on substantially all assets of Tower's U.S. operations and by a
pledge of 65% of the stock of foreign subsidiaries.

"The rating on the DIP facility is based on information available
as of Feb. 18, 2005.  The DIP loan rating is a point-in-time
rating.  We will not review, modify, or provide ongoing
surveillance of the rating," Mr. DiSenso said.

The rating reflects our view that Tower has relatively good
prospects for reorganizing, given its importance to customers as a
leading supplier of structural component and assemblies to the
auto industry.  Success of the reorganization will depend on
retaining important customers and realizing the benefits from
comprehensive rationalization and cost-reduction actions.

The $725 million DIP facility consists of a $300 million revolving
credit facility ($100 million letter of credit sub-limit), and a
$425 million term loan.  Tower received final court approval on
Feb. 28, 2005, for the DIP loan, and proceeds from the
$425 million term loan were used to repay in full obligations
outstanding under its existing $425 million senior secured first-
lien bank credit facility.

R.J. Tower's $155 million second-lien term loan C letter of credit
facility (fully collateralized with cash deposited into a trust
fund account to be used in the event of a drawing under a letter
of credit), was refinanced by Silver Point Finance LLC as the
administrative agent.  Silver Point has agreed to accept
assignment for those second-lien lenders who wish to exit the
facility.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


VESTA INSURANCE: Delays Annual Report Filing with SEC
-----------------------------------------------------
Vesta Insurance Group, Inc. (NYSE: VTA) intends to file a Form
12b-25 with the Securities and Exchange Commission extending until
April 1, 2005, the time to file its annual report on Form 10-K and
audited financial statements for the year 2004.

The Company has not finalized the resolution of the error it
disclosed in November 2004 and has not completed the assessment of
the effectiveness of its internal controls.  Until the Company
completes its assessment of the error, Vesta will be unable to
issue financial statements for the year ended December 31, 2004 or
the quarter ended September 30, 2004.  Also, the Company has not
made a final determination of the effect of the error on its
June 30, 2004 and prior financial statements.  Although the
Company currently anticipates filing its Form 10-K on or before
April 1, 2005, there could be further delays if the Company is
unable to complete its assessment of the error or it is unable to
complete its assessment of the effectiveness of internal controls.

As previously disclosed, the Company has identified a material
weakness in the effectiveness of internal controls over financial
reporting as it relates to its consolidation process and may
identify additional material weaknesses as the internal control
assessments are completed.  The presence of these material
weaknesses will cause both management and the external auditors to
issue an adverse opinion on the effectiveness of internal
controls.

As previously announced, the Company recorded a $15 million charge
in November 2004 after receiving an adverse jury verdict in the
Muhl litigation.  The Company has settled the litigation for
$14.5 million after reinsurance.

Also, Vesta said it has recently reached a settlement with Alfa
Mutual Insurance Company that will result in approximately a
$5.5 million GAAP gain related to the 1997 20% whole account quota
share reinsurance arbitration.  Also, as a result of its year-end
reserve analysis, Vesta increased reserves by approximately
$2.2 million, net of reinsurance, for losses related to the four
hurricanes in 2004 and by approximately $5.0 million for its
assumed reinsurance and commercial discontinued operations. Since
the Company has yet to file its 2004 third quarter Form 10- Q, the
gain from the Alfa settlement and reserve strengthening will be
incorporated in the 2004 third quarter results.

Vesta will issue an earnings release and will hold a
teleconference in conjunction with the filing of its Form 10-K.
The Company will announce the details of its earnings release and
teleconference at a later date.

                        About the Company

Vesta, headquartered in Birmingham, Ala., is a holding company for
a group of insurance and financial services companies that offer a
wide range of consumer-based products.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Fitch Ratings downgraded the long-term issuer and debt ratings of
the Vesta Insurance Group to 'CCC' from 'B-'.  This action affects
approximately $55.7 million of Vesta's senior debentures.  Fitch
also downgraded the insurer financial strength ratings of VTA's
property/casualty insurance subsidiaries to 'BB-' from 'BB' and
the capital securities rating of Vesta Capital Trust I to 'CCC-'
from 'CCC'.  Fitch placed all ratings on Rating Watch Negative.


W.R. GRACE: Wants Cahill as Counsel in Solow's Appeal in New York
-----------------------------------------------------------------
St. Paul Fire and Marine Insurance Company is the principal and
indemnitor of certain bonds that have been executed by St. Paul
pursuant to:

   * a General Agreement of Indemnity, dated August 1, 1991,
     between St. Paul and W.R. Grace & Co.-Conn.; and

   * a General Indemnity Agreement dated August 14, 1997, between
     Grace and St. Paul.

The Bonds obligate St. Paul to pay third-party obligees on  
account of certain of the Debtors' liabilities, including at  
least one asbestos property damage claim.

Prior to the W.R. Grace & Co.'s bankruptcy petition date, Sheldon
H. Solow, Solow Development Corporation, Solow Solovieff Realty
Co., LLC, and Solow Building Company, LLC, sued Grace-Conn. in New
York state court for alleged asbestos property damage.  On January
16, 2001, a judgment was entered in favor of Solow against Grace-
Conn. for $25,650,742.
  
Grace-Conn. filed an appeal of the Solow Judgment with the  
Appellate Division of the Supreme Court of the State of New York,  
First Department.  Since the Petition Date, the prosecution of  
the Solow Appeal has been stayed by the Debtors' automatic stay.
St. Paul filed four proofs of claim against the Debtors' estates,  
two of which were partially on account of potential claims  
against the Solow Appeal Bond.

St. Paul has raised certain issues with the Debtors concerning  
their Plan and Disclosure Statement with respect to that portion  
of the St. Paul Claim dealing with the Solow Appeal Bond and with  
the classification and treatment of any St. Paul claim under the  
Plan for any payments required under the Solow Appeal Bond,  
including whether that classification and treatment under the  
Plan should be as an asbestos property damage claim or as a  
general unsecured claim.  St. Paul has also requested that the  
Debtors seek to resolve the Solow Judgment and the Solow Appeal.

On February 14, 2005, St. Paul and the Debtors filed a
Stipulation settling certain issues concerning the Solow Appeal
Bond and resolving the classification and treatment of the St.
Paul Claims.  St. Paul and the Debtors agreed that the automatic
stay will be modified to allow the Solow Appeal to proceed to a
final resolution.

Against this backdrop, the Debtors seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Cahill,
Gordon & Reindel as special counsel, to represent, defend, and
advise them in the Solow Appeal and any further litigation that
may stem from the action.

Cahill Gordon's proposed employment is for the discrete matters
and services related to the Solow Appeal Bond.  The firm will not
be rendering services typically performed by a debtor's general
bankruptcy counsel or with other special counsel retained in the
Chapter 11 cases.  The services provided by Cahill Gordon will be
necessary to the Debtors as they seek to resolve the Solow
Appeal.  The Debtors believe that Cahill Gordon has extensive
experience litigating similar matters.

Kevin Burke, a partner at Cahill Gordon, assures the Court that
the firm does not have any connection with the Debtors, their
creditors, or any other party-in-interest.  The firm also does
not hold or represent an interest adverse to the estates in the
matters with respect to which it is to be employed.

The Debtors will pay Cahill Gordon according to the standard
hourly rates of each attorney and paralegal acting on behalf of
their Chapter 11 cases:

           Kevin Burke, attorney                   $668
           Floyd Abrams, attorney                  $668
           Ira Dembrow, attorney                   $568
           Robert Turner, paralegal                $260

Cahill Gordon will also be reimbursed for necessary out-of-pocket
expenses incurred in connection with its engagement.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,   
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WEIGHT WATCHERS: Moody's Puts Ba1 Rating on $298 Million Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Weight Watchers
International, Inc.'s $298 million term loan B, affirmed existing
ratings and maintained a stable outlook.  The ratings reflect the
company's leading market position and strong brand recognition,
the expected growth of the weight loss industry, substantial free
cash flow from operations and strong credit metrics.  The ratings
also reflect the lack of product diversification and competition
from alternate weight loss programs and products.

Moody's assigned this rating:

   * $298 million (upsized from $148 million) senior secured term
     loan B, due 2010, rated Ba1.

Moody's affirmed these ratings:

   * $350 million senior secured revolving credit facility, due
     2009, rated Ba1;

   * Senior Implied, rated Ba1;

   * Senior Unsecured Issuer, rated Ba2.

Proceeds from the additional $150 million term loan B were used in
October 2004 to initially reduce borrowings under the company's
revolving credit facility, resulting in no increase in Weight
Watcher's outstanding indebtedness.

The ratings reflect the company's leading market position and the
expected growth of the weight loss industry.  Weight Watchers is a
leading provider of weight loss services in 30 countries and
benefits from strong brand awareness.  The company's system
incorporates weekly meetings that result in a strong recurring
revenue stream.  These weekly meetings help differentiate the
company from its competitors and focus on education and group
support in dealing with weight loss.  There has been a substantial
increase in the number of overweight adults in the United States
and abroad in the last decade and that trend is expected to
continue in the coming years.  Furthermore, market penetration of
commercial weight loss systems in the United States and abroad is
relatively low.

The ratings continue to benefit from the company's impressive
operating margins and strong free cash flow generation.  The
company's operating margins have exceeded 29% since 2001 and cash
flow from operations has grown from $122 million in the 2001
fiscal year to $252 million in 2004.  The company's performance
has benefited from its variable cost structure and the limited
capital expenditure requirements of the business.

However, the company's performance in the 2004 fiscal year ending
January 1, 2005 has weakened due in part to competition from low
carbohydrate diets and related products.  Operating margins
declined to 29.8% in 2004 from 33.5% in the 2003.  Organic
attendance, which excludes the benefit of franchise acquisitions,
at the company's North-American company owned operations declined
2.1% in 2003 and 12.1% in 2004.  In addition, domestic product
sales declined significantly in 2004 reflecting lower attendance
and lower sales per attendance.  However international revenues
continued to benefit from strong attendance growth (7% in 2003 and
5% in 2004), higher product sales and the favorable impact of
foreign currency exchange rates.

The decline in North American attendance in 2004 highlights the
increasingly competitive nature of the weight loss industry as
more diet programs and products are introduced into the market
place.  The ratings reflect the company's lack of product
diversification and threats from competing products such as weight
loss drugs under development by pharmaceutical companies and low
carbohydrate and online diet plans.

The stable ratings outlook reflects Moody's expectation of modest
revenue growth in 2005 as the company's North American attendance
stabilizes.  Revenues should benefit from an apparent slow down in
demand for low carbohydrate diets and products, the launch of a
new diet program by the company in September 2004 and continued
strong international attendance.  Moody's anticipates that free
cash flow from operations will continue to be used to make
franchise acquisitions, purchase company common stock and reduce
debt.  An upgrade in the outlook or ratings is unlikely in the
near term due to the company's lack of product diversification and
the risks to the company's market position from alternative diet
plans or potential weight loss drugs.  A downgrade in the outlook
or ratings in the near term is also unlikely given the strong
credit metrics and cash flow generation of the company.  Over the
longer term, the outlook or ratings could come under pressure if
attendance levels and operating margins decline for an extended
period of time and result in a significant reduction in free cash
flow from operations.

The senior secured term loan B and revolving credit facility are
secured by all material assets and property of the company and its
domestic subsidiaries, 100% of the capital stock of direct and
indirect domestic subsidiaries and 65% of the capital stock of
direct material foreign subsidiaries.  The facility is guaranteed
by all direct and indirect domestic subsidiaries of the company.   
The term loan B amortizes 1% per annum in equal quarterly
installments through March 31, 2009, with the balance due in 4
equal quarterly payments commencing in June 2009.  The company is
expected to have significant cushion under its bank covenants,
which have not changed as a result of the increase in the size of
the term loan B facility.

The company's credit metrics are strong within its rating
category.  Cash flow from operations to debt was about 50% in the
year ending December 31, 2003 and 54% in the year ending
Dec. 31, 2004.  EBIT coverage of interest was about 9 times and
17 times in 2003 and 2004, respectively.

Headquartered in Woodbury, New York, Weight Watchers is one of the
world's leading providers of weight control programs, operating in
30 countries through a network of company owned and franchised
operations.  Revenues for the year ended January 1, 2005 were
about $1 billion.


WESTPOINT STEVENS: Wants to Assign Contracts to Winning Bidder
--------------------------------------------------------------
To facilitate and effect the sale of substantially all of their
assets, WestPoint Stevens, Inc. and its debtor-affiliates seek the
United States Bankruptcy Court for the Southern District of New
York's authority to assume and assign certain executory contracts
and unexpired leases to the purchaser of the Assets to the extent
required pursuant to Section 365 of the Bankruptcy Code.

In connection with the assumption and assignment of the Assigned
Contracts pursuant to the sale, the Debtors also ask Judge Drain
to establish a process by which the Debtors and the counterparties
to the Assigned Contracts that will be assumed can establish the
cure obligations, if any, necessary to be paid in accordance with
Section 365 of the Bankruptcy Code and for the counterparties of
those Assigned Contracts to assert any objection they may have to
the assumption and assignment of those Assigned Contracts.

The Debtors are providing a notice to all parties to executory
contracts and unexpired leases that the Debtors believe will or
may be assumed and assigned.  Upon conclusion of the Auction, the
Debtors will file a "Cure Schedule" with the Court and serve that
schedule on the counterparties to the Assigned Contracts.  Any
objections must be in writing, filed with the Court, and be
actually received on or before the date that is five business days
after the date on which the Cure Schedule is filed, by:

      WestPoint Stevens Inc.
      P.O. Box 71
      507 West Tenth Street
      West Point, Georgia 31833
      Attn: Clay Humphries, Esq.

with copies to:

    (i) Weil, Gotshal & Manges LLP
        767 Fifth Avenue
        New York, New York 10153-0119
        Attn: Michael F. Walsh, Esq. and John J. Rapisardi, Esq.

   (ii) Rothschild Inc.
        1251 Avenue of the Americas, 51st Floor
        New York, New York 10020
        Attn: Neil Augustine

  (iii) the attorneys for the Debtors' postpetition lenders,

        Parker, Hudson, Rainer & Dobbs LLP
        1500 Marquis Two Tower
        285 Peachtree Center Avenue
        Atlanta, Georgia 30303
        Attn: C. Edward Dobbs, Esq.

          - and -

        Hahn & Hessen LLP
        488 Madison Avenue
        New York, New York 10022
        Attn: David I. Blejwas, Esq.

   (iv) the attorneys for the Debtors' first lien lenders

        Moore & Van Allen PLLC
        100 North Tryon Street, Suite 4700
        Charlotte, North Carolina 28202-4003
        Attn: David Walls, Esq.

    (v) the attorneys for the Debtors' prepetition second lien
        lenders

        Kramer Levin Naftalis & Frankel, LLP
        919 Third Avenue
        New York, New York 10022
        Attn: Thomas M. Mayer, Esq.

   (vi) the attorneys for the statutory committee of creditors,

        Stroock & Stroock & Lavan LLP
        180 Maiden Lane
        New York, New York 10038
        Attn: Lawrence M. Handelsman, Esq. and
              Michael J. Sage, Esq.

  (vii) the attorneys for the Steering Committee

        Hennigan, Bennett & Dorman, LLP
        601 S. Figueroa Street, Suite 3300
        Los Angeles, California 90017
        Attn: Bruce Bennett, Esq.

(viii) the attorneys for New Textile

        Jones Day
        901 Lakeside Avenue
        Cleveland, Ohio 44114-1190
        Attn: David Heiman, Esq.

         - and -

        Jones Day
        222 East 41st Street
        New York, New York
        Attn: John K. Kane, Esq.

If no objections are received, then the cure amounts set forth in
the Cure Schedule will be binding on the non-debtor party to the
Assigned Contract and will constitute a final determination of
total cure amounts required to be paid by the Debtors in
connection with the assignment to the purchaser.  In addition,
each non-debtor party to that Assigned Contract will be forever
barred from objecting to the cure information set forth in the
Cure Schedule, including, without limitation, the right to assert
any additional cure or other amounts with respect to the Assigned
Contracts.

If a timely objection is received and cannot otherwise be resolved
by the parties, the Debtors ask the Court to establish a date to
hear that objection and, pending that hearing, the Debtors will
pay the undisputed portion, if any, of the cure amount as set
forth on the Cure Schedule.  The pendency of a dispute relating to
cure amounts will not prevent or delay the closing on any sale of
the Assets, including the assumption and assignment of Assigned
Contracts necessary to effectuate that closing.  The Debtors
intend to cooperate with the landlords of the leases and
counterparties to executory contracts to attempt to reconcile any
difference in a particular cure amount.

The Debtors further request that any party failing to object to
the proposed transactions be deemed to consent to the treatment of
its executory contract and unexpired lease.  Moreover, the Debtors
request that that party be deemed to consent to the assumption and
assignment of its unexpired lease notwithstanding any anti-
alienation provision or other restriction on assignment.

Section 365(f) prohibits three distinct types of anti-assignment
provisions that are not enforceable in the context of assignments
effected under Section 365 of the Bankruptcy Code:

    (1) provisions that "prohibit" the assignment of an executory
        contract or unexpired lease;

    (2) provisions that seek to "restrict" the ability of a debtor
        to assume and assign an executory contract or unexpired
        lease; and

    (3) provisions that "condition" the ability of a debtor to
        assume and assign an executory contract or unexpired
        lease.

The Debtors ask Judge Drain to order that any anti-assignment
provisions will not be given effect so as to restrict, limit, or
prohibit the assumption, assignment, and sale of the Assigned
Contracts and are deemed and found to be unenforceable anti-
assignment provisions within the meaning of Section 365(f) of the
Bankruptcy Code.  The Debtors have or will seek the consent of all
parties to Assigned Contracts that have already been assumed by
the Debtors in their chapter 11 cases.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
215/945-7000)  


WHX CORP: Files Chap. 11 Plan & Disclosure Statement in New York
----------------------------------------------------------------          
WHX Corporation filed its Disclosure Statement and Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York on March 7, 2005.

Under the Plan, the estimated recoveries assume that the value of
new WHX Corp. Common Stock to be issued will be $113,722,700.  
Holders of Allowed Senior Notes Claims will be entitled to 85% of
the new WHX common stock, with an estimated value of $96,664,295,
and holders of Allowed Preferred Shares will be entitled to 15% of
the new WHX common stock, with an estimated value of $17,058,405.
There can be no assurance, however, that those estimated values
and recoveries relating to the new WHX Common Stock are accurate
or reliable.

The Plan groups claims and interests into seven classes.

The Unimpaired Classes under the Plan consist of:

   a) Priority Non-Tax Claims that do not exceed $4,650 will be
      paid in full in the ordinary course of the Debtor's
      business; and

   b) Secured Claims that are secured by a valid, perfected and
      enforceable Lien on the Debtor's assets and will be treated
      in accordance with Section 1124 of the Bankruptcy Code.

The Impaired Claims under the Plan consist of:

   a) Allowed Senior Note Claims with an aggregate amount of
      $96,664,295 will be paid with approximately 85% of the
      equity in the Reorganized Debtor on the Distribution Date,
      and those claims holders will receive their Pro Rata Share
      of 8.5 million shares of New WHX Common Stock;

   b) Allowed Other Unsecured Claims will receive Cash equal to
      the amount of those Allowed Claims;

   c) Series A Preferred Equity Interests with an aggregate
      estimated recovery amount of $7,811,076 will be cancelled on
      the Effective Date, and on the Distribution Date, those
      claim holders will receive their Pro Rata Share of 686,853
      shares of New WHX Common Stock;

   d) Series B Preferred Equity Interests with an aggregate
      estimated amount of $9,247,329 will be cancelled on the
      Effective Date, and on the Distribution Date, those claim
      holders will receive their Pro Rata Share of 813,147 shares
      of New WHX Common Stock; and

   e) Common Equity Interests will be cancelled on the Effective
      Date and will receive no distributions under the Plan.

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

   http://www.researcharchives.com/bin/download?id=050314022537

   -- and --

   http://www.researcharchives.com/bin/download?id=050314023014

The Court has yet to schedule a final hearing to approve the
Debtor's Disclosure Statement and other deadlines related to the
approval of the Disclosure Statement and confirmation of the Plan.

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: Steelworkers Union Says Bankruptcy Won't Impact Pensions
------------------------------------------------------------------
The United Steelworkers of America said that the Union does not
expect that the benefits current members or retirees receive from
Wheeling-Pittsburgh Steel (NASDAQ:WPSC) will be affected as a
result of the filing earlier this week for Chapter 11 Bankruptcy
Protection by WHX Corporation (NYSE:WHX), the former owner of the
Wheeling-Pitt facilities.

WHX is the former equity owner of Wheeling-Pittsburgh.  Wheeling-
Pitt emerged from its own Chapter 11 bankruptcy in August 2003,
and, as part of that reorganization, WHX gave up its equity
ownership in Wheeling-Pittsburgh Steel.  WHX, however, maintained
responsibility for funding the pensions of Wheeling-Pittsburgh
employees, both those who retired prior to the August 2003
restructuring and those entitled to future benefits based on their
service before August 2003.

WHX filed a Plan of Reorganization at the same time as it filed
its bankruptcy petition.  If approved by the United States
Bankruptcy Court for the Southern District of New York, the WHX
Plan of Reorganization calls for the continuation of all of WHX's
labor, benefit and pension agreements.  "WHX has told the PBGC
that the pension plan should not be affected by this move to
restructure debt," said USWA District 1 Director David McCall,
"and we have confidence that our members and retirees will not see
any change in their benefits."

Also, the USWA presently represents employees at WHX facilities in
Ohio and Connecticut.

If the plan is approved, WHX could emerge from bankruptcy within
the next several months.

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.


WICKES INC: Judge Black Dismisses GLC Division's Bankruptcy Case
----------------------------------------------------------------          
The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the bankruptcy case filed
by GLC Division, Inc., a debtor-affiliate of Wickes, Inc.  Judge
Black dismissed GLC's chapter 11 case on Feb. 17, 2005.

Judge Black ordered that GLC's bankruptcy case (Case No. 04 B
23607) is no longer consolidated with Wicke's bankruptcy case
(Case No. 04 B 23607) and jointly administered by the Court.

GLC filed a request to dismiss its bankruptcy case on Feb. 3,
2005.

GLC cited in its request that:

   a) its only remaining assets at the time of its chapter 11
      petition are two real property leases located in Hopedale,
      Massachusetts and Meredith, New Hampshire;

   b) GLC assumed the Meredith lease property and assigned it to
      Bradco Supply Company as part of sale of the Debtors' assets
      that closed on July 26, 2004, but GLC did not assume and
      assign the Hopedale Lease and it ceased operating its
      business from the Hopedale location since last year; and

   c) the Hopedale Lease has no value to GLC's estate, it has no
      other assets to liquidate in its bankruptcy case to pay any
      liabilities, and GLC's estate has no more creditors,
      therefore it has no more assets and creditors to administer
      in its case.

Judge Black concludes that these facts demonstrate cause to
dismiss GLC's bankruptcy case pursuant to Section 1112(b) of the
Bankruptcy Code.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of   
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WINN-DIXIE: List of Equity Security Holders
-------------------------------------------
Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy
Procedure, Winn-Dixie Stores, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York a list of its equity security holders.

A full-text copy of the 441-page list is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050314032704


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: S&P's Rating on Cert. Classes A-1 & A-2 Tumbles to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its outstanding
ratings on Winn-Dixie Pass Through Trust Certificates Series
1999-1.  Simultaneously, they are removed them from CreditWatch
with negative implications, where they were placed Feb. 22, 2005,
following Winn-Dixie Stores Inc.'s Chapter 11 bankruptcy petition
on Feb. 21, 2005.

The certificates are secured by mortgage notes secured by 15
properties that are leased to Winn-Dixie.  The lowered ratings
follow Winn-Dixie's rejection of two leases.  Due to the
rejections, the A-1 and A-2 certificates did not receive full and
timely interest payments for the March 2005 distribution.  
Consequently, the ratings on classes A-1 and A-2 are being lowered
to 'D'.  The A-3 certificates accrete, with the next payment due
Sept. 1, 2024.  The rating on this certificate is being lowered
due to anticipated losses associated with the lease rejections.
    
          Ratings Lowered and Off Creditwatch Negative
    
    Winn-Dixie Pass Through Trust Certificates Series 1999-1

                                  Rating
                    Class        To     From
                    -----        --     ----
                    A-1          D      CCC/Watch Neg
                    A-2          D      CCC/Watch Neg
                    A-3          C      CCC/Watch Neg


WINSTAR COMMS: Can Assume & Assign SBC Contracts
------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee overseeing the  
liquidation of Winstar Communications, Inc.'s estate, sought and  
obtained the U.S. Bankruptcy Court for the District of Delaware's
authority to assume and assign all of their contracts with any and
all affiliates of SBC Telecommunications LLC, providing
telecommunications services to the Debtors.

The Chapter 7 Trustee will assign the SBC Contracts to Winstar  
Holdings LLC and Winstar Communications LLC, nunc pro tunc to  
April 18, 2002.  

Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in Wilmington,  
Delaware, relates that, as of the Petition Date, the Debtors had  
numerous interconnection agreements and tariffed service with  
SBC.  Certain disputes have arose regarding alleged financial  
obligations running from the Debtors to SBC, as a result of:

   (a) Winstar Holdings' acquisition of substantially all  
       assets of the Debtors on December 19, 2001, and any cure  
       amount due to SBC flowing from that acquisition; and

   (b) outstanding payments due for services, facilities,
       and circuits provided by SBC to Winstar.

The assignment of the SBC Contracts is free and clear of all  
claims, liens, interests and encumbrances of any nature, kind or  
description.

The Court enjoins all the Debtors' creditors other than SBC from  
asserting any claim or prosecuting any cause of action against  
the Debtors to recover on account of any liability owed by the  
Debtors in connection with the SBC Contracts.

The parties reserve their rights regarding the effect of the  
assumption and assignment on the preference actions filed by the  
Chapter 7 Trustee against Ameritech, Pacific Bell, Inc., and  
Southwestern Bell Telephone Company.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.  (Winstar
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XTREME COMPANIES: Sells 7 Challenger Boats to Lifeline Marine
-------------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME) the exclusive
distributor of the "Challenger Offshore" marine line, announced
disclosed the sale of seven Challenger vessels to Missouri-based
Lifeline Marine, Inc., a newly signed addition to the expanding
dealer network offering the Challenger line.

Xtreme CEO Kevin Ryan stated, "We've wasted no time in getting our
boots on the ground to expand our dealer network.  Distribution is
the key to success in our industry and this significant sale to a
quality dealer such as Lifeline is a testament to that.  We
believe Lifeline will become a continued and valued dealer and
look forward to expanding our relationship."

Lifeline Marine National Sales Manager Michael Powers stated, "We
are excited about the opportunity to offer the full series of
Challenger Offshore boats and yachts.  We believe Challenger is
one of the strongest marine manufacturers in the industry today
and its management team continues to strive for innovation."

The sale to Lifeline included 6 "Z-Series" leisure boats and 1
"DDC" high performance cuddy cabin.  The Manufacturer Suggested
Retail Price (MSRP) for the boats ranges from $65,000 - $90,000.

                  About Xtreme Companies, Inc.

Xtreme Companies, Inc. -- http://www.xtremecos.com/-- is engaged   
in manufacturing and marketing of mission-specific fire and rescue
boats used in emergency, surveillance and defense deployments.
The boats have been marketed and sold directly to fire and police
departments, the U.S. Military and coastal port authorities
throughout the United States.

At Sept. 30, 2004, Xtreme Companies' balance sheet showed a
$1,201,029 stockholders' deficit, compared to a $739,249 deficit
at Dec. 31, 2003.


YUKOS OIL: Points Out Issues for Review in Appeal
-------------------------------------------------
Yukos Oil Company presents a number of questions for the United
States District Court for the District of Texas to review:

   (1) Having found that Yukos is eligible to be a debtor under
       Section 109 of the Bankruptcy Code, and that it,
       therefore, had subject matter jurisdiction, did the  
       Bankruptcy Court err by failing to exercise that
       jurisdiction to the fullest extent, as required by law?

   (2) Having found in favor of Yukos on all points raised by
       Deutsche Bank AG, did the Bankruptcy Court err by
       dismissing Yukos' bankruptcy case?

   (3) Did the Bankruptcy Court err by dismissing Yukos'
       bankruptcy case when it focused its entire analysis on the
       assumption that the case consisted of a two-party dispute
       between Yukos and the Russian Government over tax claims?

   (4) Did the Bankruptcy Court err by considering the interest
       of only one of Yukos' creditors, the Russian Government,
       to the exclusion of the best interest of Yukos' other
       creditors and its shareholders, when it dismissed Yukos'
       bankruptcy case?

   (5) Did the Bankruptcy Court err by failing to consider the
       interest of all of Yukos' creditors and its shareholders
       when it dismissed Yukos' bankruptcy case?

   (6) Having made no finding that the case was not filed in good
       faith, did the Bankruptcy Court err by dismissing the case
       under Section 1112(b)?

   (7) Having made no finding that the case was filed in bad
       faith, did the Bankruptcy Court err by dismissing the case
       under Section 1112(b)?

   (8) Having made no finding that Yukos had engaged in any
       postpetition conduct similar in any respect to the actions
       enumerated in Section 1112(b), did the Bankruptcy court
       err by dismissing the case under Section 1112(b)?

   (9) Did the Bankruptcy Court err in using a "totality of the
       circumstances" test in its cause analysis under Section
       1112(b)?

  (10) Did the Bankruptcy Court err in using a "totality of the
       circumstances" test in its cause analysis under Section
       1112(b) without including any consideration of the best
       interest of the creditors and the estate?

  (11) Did the Bankruptcy Court err in adopting a "totality of
       the circumstances" standard from a case involving analysis
       not of the dismissal of a case, but rather the propriety
       of a Chapter 13 plan, in its cause analysis under Section
       1112(b)?

  (12) Did the court incorrectly conclude that, based on its
       totality of the circumstances analysis, the Chapter 11
       case should be dismissed?
  
  (13) In its Section 1112(b) analysis, did the Bankruptcy Court
       improperly fail to make a finding or consider "the best
       interest of the creditors and the estate" in making its
       finding to dismiss under Section 1112(b)?

       (a) Did the Bankruptcy Court incorrectly fail to conclude
           that the finding is separate than the cause finding
           also required under that section?

       (b) Did the Bankruptcy Court err in its dismissal because,
           on the record, there was no evidentiary support for a
           finding that a dismissal would be in the best interest
           of the creditors and the estate?

       (c) Did the Bankruptcy Court err in applying Section
           1112(b) because the substantial evidence in the record
           proves that dismissal of the bankruptcy case will be
           detrimental to the estate and creditors?

  (14) Having found that comity considerations did not warrant
       dismissal, did the Bankruptcy Court err when it concluded
       that comity should be considered in connection with the
       determination of whether cause exists for dismissal of the
       case under Section 1112 of the Bankruptcy Code?

       (a) Did the Bankruptcy Court err in including comity
           considerations in its cause analysis under Section
           1112(b) when, for comity to apply, there must be
           reciprocity of enforcement and the uncontroverted
           evidence at trial established that Russia's policy is
           not to show comity to U.S. decisions?

       (b) Did the Bankruptcy Court err in considering comity as
           part of the totality of the circumstances test because
           a court should not consider comity for a statute with
           extraterritorial reach like the bankruptcy statute?

       (c) Did the Bankruptcy Court err in not failing to
           conclude that the tax decisions were outrageous
           expropriations which should not be accepted as valid
           by other courts for the purpose of comity?

  (15) Did the Bankruptcy Court err in concluding that the
       resolution of issues in this case "may rise to the level
       of conduct of foreign policy, which is reserved to the
       President of the United States?"

       (a) Did the Bankruptcy Court incorrectly conclude that
           those considerations required dismissal for cause  
           under Section 1112(b) of the Bankruptcy Code?

       (b) Did the Bankruptcy Court improperly fail to consider
           that retaining the case would not interfere with U.S.
           foreign policy?

  (16) Having previously found that the Act of State Doctrine
       considerations did not warrant dismissal, did the
       Bankruptcy Court err when it concluded that the Act of
       State Doctrine could be considered in connection with the
       determination of whether cause exists for dismissal of the
       case under Section 1112 of the Bankruptcy Code?

       (a) Did the Bankruptcy Court incorrectly conclude that the
           Act of State Doctrine considerations required
           dismissal for cause under Section 1112(b)?

       (b) Did the Bankruptcy Court err in failing to conclude
           that the Act of State Doctrine is not applicable since
           the Court was not asked to sit in judgment of the
           validity of Russian tax decisions and that the Act
           of State doctrine analysis should not be used unless a
           conflict exists between decisions of the U.S. court
           and the foreign government?

       (c) Additionally, did the Court fail to recognize that the
           Act of State Doctrine cannot apply because exceptions
           to that doctrine prevent its application?

  (17) Did the Bankruptcy Court incorrectly conclude that it
       would be called upon to interpret foreign law to make
       decisions in the case and that this was properly a factor
       that should lead to dismissal for cause?

  (18) Did the Bankruptcy Court incorrectly conclude that Yukos
       was seeking to substitute United States law in place of
       Russian law, European Convention law, and international
       law?

  (19) Did the Bankruptcy Court incorrectly fail to consider that
       it was uniquely qualified to apply United States
       bankruptcy law to the claims in the Chapter 11 case?

  (20) Did the Bankruptcy Court err to the extent it concluded
       that international bankruptcy principles served as a basis
       to dismiss the case?

  (21) Did the Bankruptcy Court err by finding that alternative
       fora exist in which Yukos could obtain relief?

  (22) Did the Bankruptcy Court err by failing to find that Yukos
       Chapter 11 case is the best forum within which Yukos could
       maximize the return to all of its creditors and
       shareholders?

       (a) Having heard evidence that the Russian tax courts have
           treated Yukos without due process and that, if Yukos
           were to file bankruptcy in Russia, the Russian taxing
           authorities would shut down Yukos' efforts to obtain
           relief elsewhere, did the Bankruptcy Court incorrectly
           conclude that filing bankruptcy in Russia was a viable
           option for Yukos?

       (b) Did the Bankruptcy Court fail to take into
           consideration that the Litigation Trust proposed in
           Yukos' plan of reorganization would provide funds for
           both the equity holders and creditors and that, that
           vehicle does not exist in any other fora?

       (c) Did the Bankruptcy Court err in finding that the
           Russian courts, the ECHR and arbitration are
           alternative fora for all the claims in the bankruptcy
           case?

       (d) Was the Bankruptcy Court incorrect when it decided
           that Yukos would be better off attempting to arbitrate
           with the Russian government without the benefit of a
           Court order to do so?

       (e) Did the Bankruptcy Court fail to recognize that there
           is a high likelihood that an international arbitral
           panel would take jurisdiction over Yukos' tax dispute,
           particularly if ordered to do so by the Bankruptcy
           Court?

  (23) Did the Bankruptcy Court err by concluding that Yukos'
       reorganization plan is not a financial reorganization?

       (a) Did the Bankruptcy Court err in concluding that Yukos
           could not effectuate a Chapter 11 plan without the
           Russian government's participation and cooperation?

       (b) Did the Bankruptcy Court improperly fail to find that
           the Russian government and those acting in concert
           with it will respect its orders and that if they do
           not, Yukos will have a cause of action for violation
           of an automatic stay and for violations of the
           injunction following the confirmation of the plan?

       (c) Did the Bankruptcy Court err by failing to take into
           consideration that the litigation trust would provide
           funds for both the equity holders and creditors and
           that that vehicle does not exist in any other fora?

       (d) Did the Bankruptcy Court err by failing to consider
           that the plan of reorganization and related motions
           are "in the best interest of the creditors and the  
           estate" by pursuing the two goals of protecting
           estate assets and reorganization as a going concern
           and creating a litigation trust to be established to
           pursue all of Yukos' causes of action for the benefit
           of its creditors and shareholders?

       (e) Did the Bankruptcy Court err in failing to include in
           its analysis that dismissal of the case inhibits
           Yukos' ability to fulfill its fiduciary obligation to
           the creditors and shareholders through the vehicle of
           a litigation trust?

  (24) Did the Bankruptcy Court, after concluding that the
       portion of Yukos' reorganization plan which provided a
       liquidation option made the plan "not a financial
       reorganization," err by dismissing the case even though
       Section 1129(a)(11) specifically authorizes a debtor to
       propose liquidation in a Chapter 11 plan?

  (25) Did the Bankruptcy Court incorrectly conclude that its
       orders might not be enforceable?

       (a) Did the Bankruptcy Court err in not recognizing that
           many, if not most, of the parties against which Yukos
           has causes of action have substantial assets outside
           of Russia and the Bankruptcy Court's order can be
           enforced at least in the 130 nations that are
           signatories to the 1958 New York Convention on the
           Recognition and Enforcement of Foreign Arbitral
           Awards?

       (b) Did the Bankruptcy Court fail to recognize that the
           participation of the Russian government is assured in
           the plan of reorganization proposed by Yukos because
           of the ability of the court to set up a litigation
           trust, enforce violations of the stay, and enforce its
           orders in most of the world and in places in which the
           Russian government has assets or wishes to sell
           assets?

       (c) Did the Bankruptcy Court fail to recognize that Russia
           has strong economic and political reasons to
           voluntarily comply with any arbitral decision and the
           Court has jurisdiction over all parties necessary for
           the resolution of the adversary proceeding, including
           Gazprom and Rosneft?

  (26) Did the Bankruptcy Court err in dismissing the case on
       grounds not raised at the hearing without affording Yukos
       the opportunity to present evidence on the issue, thus
       depriving Yukos of due process?

  (27) Did the Bankruptcy Court err in dismissing the case after
       concluding that it could not obtain personal jurisdiction
       over all the parties necessary to grant relief in the
       case when that issue was not raised in the Deutsche Bank's
       request to dismiss the case or by the Bankruptcy Court at
       the hearing?

  (28) Did the Bankruptcy Court err in dismissing the case after
       concluding that it could not obtain personal jurisdiction
       over all the parties necessary to grant relief in the
       case?

       (a) Did the Bankruptcy Court err in failing to analyze the
           personal jurisdiction that the Court has over each of
           the entities in an adversary proceeding and, if it
           performed that analysis, it would have found that the
           Court had jurisdiction over each of those entities?

       (b) The Court erred in including in its analysis that it
           might have problems obtaining jurisdiction over all
           the parties currently joining in the adversary
           proceeding, including Rosneft, Baikal, the Russian
           government, the Deutsche Bank entities, Gazprom and
           Gazpromneft?

       (c) Did the Bankruptcy Court fail to recognize that it has
           subject matter jurisdiction and personal jurisdiction
           over Rosneft pursuant to the Foreign Sovereign
           Immunities Act, and for the same reason, the Court has
           jurisdiction over Baikal and the Russian government?

       (d) Did the Court fail to conclude that the Russian
           government has substantial contacts with the United
           States?

       (e) Did the Court fail to recognize that Rosneft and
           Baikal are instrumentalities of the Russian
           government, a sovereign, and thus, Rosneft, Baikal and
           the Russian government are not immune from
           jurisdiction if immunity is waived and there was a
           statutory waiver under Section 106?

       (f) Did the Bankruptcy Court fail to recognize that the
           sovereign and instrumentalities of the sovereign, like
           Rosneft and Baikal, are not immune from the claims
           arising from commercial activities, like the sale and
           purchase of Yuganskneftegas stock?

       (g) Did the Bankruptcy Court fail to recognize that
           Russia, Baikal and Rosneft are not immune under the
           Foreign Sovereign Immunities Act from claims based on
           the taking of property in violation of international
           law because the taking was discriminatory, not for
           public purpose, and was without prompt, adequate and
           effective compensation?

       (h) Did the Bankruptcy Court err by failing to find that
           it had specific jurisdiction over Gazprom and
           Gazpromneft because of their activities with regard to
           the purchase of YNG stock that occurred in the United
           States?

       (i) Did the Bankruptcy Court err by failing to find that
           it had general jurisdiction over Gazprom because of
           its substantial contacts in the United States and that
           Gazprom's contacts may be inferred to Gazpromneft
           through an alter ego analysis because Gazpromneft was
           clearly an instrumentality of Gazprom used solely to
           attempt to purchase the YNG stock?

       (j) Did the Bankruptcy Court err by failing to find that
           it had either general or specific jurisdiction over
           all of the Deutsche Bank-related entities in the
           adversary proceeding?

  (29) Did the Bankruptcy Court err by denying Yukos post-
       judgment motions, including Yukos' request for new trial
       and imposition of the automatic stay?

  (30) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[Yukos'] assets are massive relative to
       the Russian economy" without any evidence in the record
       to support that finding?

  (31) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[Yukos is] . . . a corporation which is
       a central part of the economy of the nation in which the
       corporation was created" without any evidence in the
       record to support that finding?

  (32) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[h]owever, the reorganization
       contemplated in Yukos' plan is not a financial
       reorganization" when the evidence in the record was
       directly contrary to that finding?

  (33) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "indeed, since most of Yukos' assets are
       oil and gas within Russia, its ability to effectuate a
       reorganization without the cooperation of the Russian
       government is extremely limited . . . . allowing
       resolution in a forum in which participation of the
       Russian government is not assured?"

  (34) If this is a fact finding, did the Bankruptcy Court err
       in concluding that ". . . [a]nd [the funds] were
       transferred for the primary purpose of attempting to
       create jurisdiction in the United States Bankruptcy
       Court?"

  (35) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "Yukos seeks to substitute United States
       law in place of Russian Law, European Convention law,
       and/or international law, and to use judicial structures
       within the United States in an attempt to alter the
       creditor priorities that would be applicable in the law of
       other jurisdictions.  Yukos appears to hope to subordinate
       its tax debt, and to transfer causes of action it believes
       it holds, into a trust for continued litigation?"

  (36) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[Yukos] . . . may have access to a
       bankruptcy proceeding in the arbitrazh courts of Russia?"

  (37) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[n]one of the evidence with respect to
       [Deutsche Bank's request to dismiss the case] suggests
       that [the Bankruptcy Court] is uniquely qualified, or more
       able than the other forums, to consider the issues
       presented?"

  (38) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[m]oreover, some of the determinations
       which are necessary to resolution of the underlying
       disputes appear to turn on construction of statutes
       enacted in a foreign language, and upon which there is
       room for reasonable disagreement as to the translation of
       the language from Russian to English?"

  (39) If this is a fact finding, did the Bankruptcy Court err in
       concluding that "[a]dditionally, it is not clear that [the
       Bankruptcy Court] can obtain personal jurisdiction of the
       pertinent parties sufficient to grant much of the relief
       sought in [Deutsche Bank's request]?"

                      Yukos Clarifies Move

Zack A. Clement, Esq., at Fulbright & Jaworski, in Houston, Texas,
clarifies that Yukos Oil Company's request for stay pending appeal
is not an appeal of the Bankruptcy Court's denial of the stay
pending appeal.  Rather, Yukos is presenting before the District
Court a separate request for stay as specifically authorized by
Rule 8005 of the Federal Rules of Bankruptcy Procedure.

Bankruptcy Rule 8005 provides that a "motion for stay of the
judgment, order or decree of a bankruptcy judge . . . pending
appeal must be presented to the bankruptcy judge in the first
instance."  If that relief is not obtained from the bankruptcy
judge, a stay pending appeal may be applied to the district court
or bankruptcy appellate panel.

Headquartered in Houston, Texas, Yukos Oil Company --  
http://www.yukos.com/-- is an open joint stock company existing   
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (25)          30       22
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP        (162)         831      (36)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (49)         222        9
Indevus Pharm.          IDEV        (84)         149      108
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
Riviera Holdings        RIV         (31)         224        1
Rural/Metro Corp.       RURL       (182)         207       21
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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, Christian Q. Salta and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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