TCR_Public/050411.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, April 11, 2005, Vol. 9, No. 84

                          Headlines

ADELPHIA COMMS: Sells Five Coudersport Properties for $764,100
ADELPHIA COMMS: Southern California Edison Wants Stay Lifted
ADELPHIA COMMS: Time Warner & Comcast Reach Tentative $18B Deal
AESP INC: Plans to Deregister Common Stock Due to Few Holders
AMCAST INDUST'L: Exclusive Plan Filing Period Intact Until Apr. 30

AMERICAN BUSINESS: Taps Phoenix Management as Fin'l Consultant
AMERICAN BUSINESS: SSG Capital Approved as Investment Banker
A.P.I INC: Legal Representative Hires Oppenheimer Wolff as Counsel
APPLIED EXTRUSION: Court Formally Closes Bankruptcy Proceedings
ARMSTRONG WORLD: Century & ACE Insurers Provide Update on Appeals

ATA AIRLINES: Additional Details re Chicago Express Sale to Okun
BEVERLY RUBENSTEIN: Case Summary & 18 Largest Unsecured Creditors
C-BASS 2003-CB6NIM: Moody's Reviews Ba2 Rating & May Upgrade
CANBRAS COMMUNICATIONS: Discloses Audited 2004 Financial Results
CARDIMA INC: Citing Losses, BDO Seidman Raises Going Concern Doubt

CATHOLIC CHURCH: Pacific Objects Tucson's Disclosure Statement
CATHOLIC CHURCH: Tuscon to File 2nd Amended Disclosure Statement
CBD MEDIA: Balance Sheet Upside Down by $15,557,000 at Dec. 31
CEDU EDUCATION: Case Summary & 40 Largest Unsecured Creditors
CENTENNIAL COMMS: Posts $4.2 Million Net Income for First Quarter

CHEMED CORP: Gets Subpoenas from Health Dept. Inspector General
COMM SOUTH: Disclosure Statement Hearing Set for April 25
CONSTELLATION BRANDS: Earns $276.5 Million of Net Income in 2004
CWMBS: Fitch Affirms 11 and Ups 6 Low-B Ratings on Cert. Classes
DADE BEHRING: Moody's Assigns Ba1 Rating to Planned $600M Facility

DII/KBR: Gets Court Nod to Delay Entry of Final Decree
DSL.NET INC: Gets Noteholders Consent to Use $5 Mil. of Proceeds
EASTMAN KODAK: Files 2004 Annual Report with SEC
EL PASO: Restating 2003 Fin'l Reports to Reclassify Tax Benefits
EQUIFIRST MORTGAGE: Fitch Puts Low-B Ratings on 3 Private Classes

FEDERAL INFO: Moody's Assigns B2 Rating to New $90M Facility
FEDERAL-MOGUL: Court Approves Surety Claims Settlement Agreement
FINANCIAL ASSET: Fitch Lowers Class B4 Rating One Notch to CC
FORD CREDIT: Fitch Issues BB+ Rating on Class D Certificates
FORD MOTOR: Revised Forecasts Prompt S&P's Negative Outlook

GENERAL MOTORS: Moody's Cuts Ratings to One Notch Above Junk
HAYES LEMMERZ: Moody's Assigns B2 Rating to Planned $150M Facility
HOLLINGER INT'L: RICO Suit Defendants Must Answer by April 25
HOLLINGER INT'L: SEC Defends Fraud Suit from Dismissal by Apr. 22
HOLLINGER INT'L: Insurance Dispute Hearing Scheduled Today

INTERSTATE BAKERIES: Gets Court Nod to Reject Kansas Land Lease
IRVING TANNING: U.S Trustee Appoints 7-Member Creditors Committee
IRVING TANNING: Section 341(a) Meeting Slated for May 3
JM HILLS: Voluntary Chapter 11 Case Summary
KB TOYS: Debtor & Committee Have Until May 15 to File Ch. 11 Plan

KAISER ALUMINUM: Enough Creditors Vote to Accept Liquidating Plans
KEY ENERGY: Common Shares Now Trade on Pink Sheets
KIMBERLY OREGON: U.S. Trustee Will Meet Creditors on Apr. 19
LEHMAN ABS: Moody's Assigns Low-B Ratings to Class M1 & M2 Notes
LONG BEACH: Moody's Junks 6 Cert. Classes due to Poor Performance

MIRANT CORP: Taxing Authorities Object to Disclosure Statement
MIRANT CORP: TransCanada Says Disclosure Statement is Inadequate
MIRANT CORP: Wants to Limit Equity Comm. Discovery in Valuation
MORTT DISTRIBUTORS: Taps Hudson Capital to Liquidate All Assets
NATIONAL ENERGY: Court Extends Exclusive Periods to June 1

NCT GROUP: Shareholders' Deficit Widens to $61.2 Mil. at Dec. 31
NEFF CORP: $510 Million Odyssey Sale Prompts S&P to Watch Ratings
NEORX CORPORATION: KPMG Raises Going Concern Doubt
NORTEL NETWORKS: Infuses $10M Equity Funding to Sasken Comm.
NRG ENERGY: Registering 4% Convert. Preferred Shares with SEC

OWENS CORNING: Plans to Expand in South Korea & Shanghai
OZARK AIR: Ch. 7 Trustee Wants to Hire Gary Barnes as Accountant
PACIFIC LUMBER: Logging Stay Cues S&P to Junk Ratings to CCC-
RBC CENTURA: Moody's Junks Bank's Financial Strength Rating
RITE AID: Earns $228.6 Million of Net Income in 2004 Quarter

SEMECA GAMING: Moody's Reviews Low-B Ratings & May Downgrade
SHAW GROUP: Moody's Reviews Low-B Ratings for Possible Upgrade
SOLUTIA INC: Wants to Implement 2005 Incentive Program
SPIEGEL INC: Gets Court Nod for Key Employee Incentive Bonuses
STANDARD MOTOR: Weak Credit Measures Prompt S&P to Watch Ratings

STELCO INC: Will File Annual Report on April 11
SUNRISE CDO: Moody's Junks $17 Million Class C Rate Notes
TEACHERS HANDS: Case Summary & 19 Largest Unsecured Creditors
THE SCOTTS: Corporate Restructuring Prompts Rating Withdrawal
TORCH OFFSHORE: Court Rejects Pitch for a Chapter 11 Trustee

TOWER AUTOMOTIVE: Moody's Assigns Low-B ratings to $725M Debts
TOWER AUTOMOTIVE: Retains Ernst & Young as Auditors
TRANSACTION NETWORK: Moody's Reviews Low-B Ratings & May Downgrade
UNITED AIRLINES: Gets More Time to Negotiate with IAM
US AIRWAYS: Electronic Systems Resents U.S. Bank's Priority Status

US AIRWAYS: Wants to Reject Two Boeing 737 Aircraft Leases
U.S. STEEL: Fitch Upgrades Ratings of Two Senior Notes to Double B
VARTEC TELECOM: UST Reshuffles Creditors Committee Membership
VISTA HOSPITAL: Judge Clark Confirms Dynacq Unit's Chapter 11 Plan
W.R. GRACE: Waives Citadel's Failure to File Acquisition Notice

WACHOVIA BANK: Fitch Puts Low-B Ratings on 5 Certificate Classes
WERNER HOLDING: Moody's Junks $135M Senior Subordinated Notes
WESTPOINT STEVENS: Auctioning Assets Through an Amended Plan
WHITE BIRCH: Moody's Assigns Low-B Ratings to New $470 Mil. Loans
WORLDCOM INC: Court Won't Let Irving's Class Action Suit Proceed

WORLD HEART: PwC Raises Going Concern Doubt in Annual Report
X10 WIRELESS: Judge Steiner Confirms Third Amended Chapter 11 Plan

* BOND PRICING: For the week of April 4 - April 8, 2005

                          *********

ADELPHIA COMMS: Sells Five Coudersport Properties for $764,100
--------------------------------------------------------------
Pursuant to the Excess Assets Sale Procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, Adelphia
Communications Corporation and its debtor-affiliates inform Judge
Gerber that they will sell five parcels of real estate for
$764,100:

1.  Property:           Real Property situated at 7 South East
                         Street, Coudersport, Pennsylvania

     Purchaser:          Chad and Rachel Cowburn

     Agent:              Trail's End Realty

     Amount:             $23,600

     Deposit:            $1,000

     Appraised Value:    $23,500

2.  Property:           Real Property situated at 103 South Main
                         Street, Coudersport, Pennsylvania

     Purchaser:          Chris Brennen

     Agent:              Trail's End Realty

     Amount:             $66,000

     Deposit:            $1,000

     Appraised Value:    $66,000

3.  Property:           Lots 5 and 9, Lincoln Executive Center,
                         Centennial, Colorado

     Purchaser:          Etkin-Johnson Property Holdings LLC

     Agent:              Fidelity National Title

     Amount:             $525,000

     Deposit:            $50,000

     Appraised Value:    $525,000

4.  Property:           Real Property situated at 105 South Main
                         Street, Coudersport, Pennsylvania

     Purchaser:          Chris Brennen

     Agent:              Trail's End Realty

     Amount:             $78,000

     Deposit:            $1,000

     Appraised Value:    $78,000

5.  Property:           Real Property situated at 450 Center
                         Park Avenue, Coudersport, Pennsylvania

     Purchaser:          R. Gale Monroe

     Agent:              Four Seasons Real Estate, Inc.

     Amount:             $71,500

     Deposit:            $1,000

     Appraised Value:    $71,500

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


ADELPHIA COMMS: Southern California Edison Wants Stay Lifted
------------------------------------------------------------
On May 25, 2004, Claudia Wood commenced a negligence action in
the Superior Court of the State of California for the County of
Riverside against L&G Cable Construction, Southern California
Edison Company and Adelphia Cable Company.  Ms. Wood sought
judgment against the Defendants for damages to trees located on
her residential property caused by a fire from the cable lines
attached or near a utility pole jointly owned by SCE and
Adelphia.

SCE and Adelphia are parties to a pole license agreement dated
July 1, 2000, which permits Adelphia to place facilities on or
near utility poles solely or jointly owned by SCE under certain
specified conditions.  Pursuant to the Pole License Agreement,
Adelphia has placed facilities on SCE's poles in the Riverside,
California area.

The accident resulting in the fire described in Ms. Wood's
Complaint arose from work which was being performed by L&G Cable,
a subcontractor for Adelphia, on a cable line allegedly attached
or near a utility pole solely or jointly owned by SCE.  The work
in which L&G Cable was engaged at the time of the Accident was
being performed for Adelphia and at Adelphia's request.  The
Accident occurred on November 25, 2003.

Thomas R. Slome, Esq., at Scarcella Rosen & Slome LLP, in
Uniondale, New York, tells Judge Gerber that Adelphia agreed
under the Pole License Agreement, to indemnify and hold SCE
harmless for any damage or injury of any kind or nature to
Adelphia's property, equipment, employees, agents, servants, or
independent contractors or any other third party invitees of
Adelphia, except where SCE is determined to have caused the
damage by its sole negligence or willful misconduct.

Based on the facts set forth in the Complaint, Mr. Slome says,
SCE has a valid claim against Adelphia for negligence, breach of
contract, indemnity, and apportionment of fault under the terms
of the Pole License Agreement.  Mr. Slome points out that the
Accident and claimed property damages arose out of, or were
connected with, Adelphia's license from SCE to install cables and
ancillary equipment on or near certain specified poles owned
solely or jointly by SCE, including the pole involved in the
underlying Complaint.

The Pole License Agreement further requires Adelphia to obtain
and maintain a policy of insurance to cover the liability assumed
under the indemnity obligation in the Pole License Agreement.  At
the time of the Accident, Mr. Slome informs the Bankruptcy Court
that Adelphia was required to maintain comprehensive bodily
injury and property damage liability insurance with coverage
limits of $2,000,000 per occurrence, naming SCE, its officers,
agents, and employees as additional insureds and loss payees.

SCE timely filed a First Amended Cross-Complaint in the State
Court Lawsuit for property damage, breach of contract, total
indemnity, contribution and declaratory relief against L&G,
Century -- TCI California, L.P., doing business as Adelphia Cable
Communications, Adelphia Communications Corporation, and ROES 1
through 20.

In November 2004, Adelphia filed a Notice of Bankruptcy and Stay
of Litigation, and a Notice of Automatic Stay in the State Court
Lawsuit.

The State Court has entered an Order to Show Cause why the Cross-
Complaint should not be dismissed.

Against this backdrop, SCE asks Judge Gerber to lift the
automatic stay so it may pursue its Cross-Complaint against
Adelphia for the purpose of pursuing insurance proceeds and
liquidating any remaining claim against Adelphia's bankruptcy
estate.

Mr. Slome argues that allowing SCE to litigate the Cross-
Complaint to judgment will have little to no effect on the
Debtor's bankruptcy case.  Requiring Adelphia to defend against
SCE's Cross-Complaint should not impose much of an additional
burden on the estate.  Moreover, since SCE's breach of contract
and indemnity claims arise from an executory contract which is
essential to the Debtors' operations and will almost certainly be
assumed, particularly in light of the fact that the Debtors are
in the process of trying to sell their assets, Mr. Slome says
SCE's claims set forth in its Cross-Complaint ultimately will
have to be paid in full by the Debtors in any event as part of
the cure for assuming the Pole License Agreement.

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


ADELPHIA COMMS: Time Warner & Comcast Reach Tentative $18B Deal
---------------------------------------------------------------
The alliance of Time Warner Inc. and Comcast Corp. reached an
"agreement in principle" with Adelphia Communications Corp.
creditors to buy ACOM's assets for "slightly more than"
$17.6 billion in cash and stock, The Wall Street Journal reports
citing people familiar with the matter.

The New York Times reports, citing executives involved in the
discussions, that the purchase price is "nearly $18 billion in
cash and stock . . . about $13.5 billion in cash and about $4.5
billion in warrants."

The Journal's sources disclose that representatives of Time
Warner, Comcast, ACOM and ACOM's creditors met with Judge Gerber
yesterday "to discuss final procedures for completing a
purchase," including a $100 million break-up fee if Time Warner
and Comcast become the stalking horse bidder.

Journal staff reporters Julia Angwin, Peter Grant and Dennis K.
Berman point out that the agreement still needs to be approved by
the ACOM Board of Directors, the Official Committee of Unsecured
Creditors and the Bankruptcy Court.

As previously reported, Cablevision Systems Corp. submitted a
$16.5 billion cash proposal for ACOM's assets.

A person familiar with the situation told the Journal that
"Cablevision's bid, which amounts to a one-page letter, so far
lacks sufficient financial details and commitments to prevent the
transaction with the other cable companies from moving forward."

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


AESP INC: Plans to Deregister Common Stock Due to Few Holders
-------------------------------------------------------------
AESP Inc. (OTC Bulletin Board: AESP) intends to voluntarily
deregister its common stock on April 22, 2005.

On that date, the Company will file a Form 15 with the Securities
and Exchange Commission to voluntarily deregister its common stock
under the Securities Exchange Act of 1934, as amended.  AESP is
eligible to deregister by filing a Form 15 because it has fewer
than 300 holders of record of its common stock.

Upon the filing of the Form 15, AESP's obligation to file certain
reports with the SEC, including Forms 10-K, 10-Q, and 8K, will
immediately be suspended.  AESP expects that the deregistration of
its common stock will become effective 90 days after the date of
filing of the Form 15 with the SEC.  The Company anticipates that
its shares will no longer be quoted on the Bulletin Board
maintained by the NASD.  However, the Company expects, but cannot
guaranty, that its common stock will continue to be quoted on the
Pink Sheets after it delists.  There can also be no assurance that
any brokerage firms will continue to make a market in the common
stock after the delisting.  The Pink Sheets is a provider of
pricing and financial information for the over-the-counter
securities markets.  It is a centralized quotation service that
collects and publishes market maker quotes in real time primarily
through its website, http://www.pinksheets.com/,which provides
stock and bond price quotes, financial news, and information about
securities.

Slav Stein, the Company's President and CEO, stated: "Our Board of
Directors, upon the recommendation of our management, unanimously
determined to delist the Company after carefully considering the
advantages and disadvantages of continuing registration.  The
costs and administrative burdens associated with being a public
company have significantly increased, particularly in light of the
adoption of the Sarbanes-Oxley Act and the adoption of new rules
by the SEC.  Our Board has determined that the rising costs of
compliance, as well as the substantial demands on management time
and resources compelled by the compliance requirements, are
disproportionate to the benefits the Company receives from
maintaining its registered status.  The Board believes that
deregistering will result in significant reductions in our
accounting, legal and administrative expenses and enable our
management to focus all of its time and resources on operating the
Company and taking the steps required to try to return the Company
to profitability."

The Company also announced that its annual report on Form 10-K for
the 2004 fiscal year will be filed on or before April 15, 2004,
prior to the filing of the Form 15.

AESP, Inc., designs, manufactures, markets and distributes network
connectivity products under the brand name Signamax as well as
customized solutions for original equipment manufacturers
worldwide.  For additional Company information, visit its
websites, http://www.aesp.com/,http://www.Signamax.com/and
http://www.Signamax.de/

AESP, Inc., have experienced net losses and diminished working
capital for the nine months ended September 30, 2004 and for each
of the years ended December 31, 2003, 2002 and 2001.  As of
September 30, 2004, the company's working capital was negative.
The company is dependent upon generating sufficient cash flow from
operations or financings to meet its operating expenses and to
repay its liabilities.

As a result of these uncertainties, the audit report accompanying
the company's financial statements for the year ended December 31,
2003, notes that there is substantial doubt about our ability to
continue as a going concern.

As of Sept. 30, 2004, equity deficit narrowed to $471,000 compared
to a $1,833,000 positive equity at Dec. 31, 2003.


AMCAST INDUST'L: Exclusive Plan Filing Period Intact Until Apr. 30
------------------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division at Dayton, gave
his stamp of approval to Amcast Industrial Corporation and its
debtor-affiliates' motion to extend their exclusive periods to
file a plan of reorganization and solicit acceptances of that
plan.

As previously reported, the Debtors gave three reasons to support
their exclusive period extension request:

   a) the Debtors' jointly administered cases are large and
      complex, with operations in several states, secured debt of
      approximately $108 million, and with thousands of unsecured
      creditors;

   b) the Debtors have been able to file a Plan just 16 days after
      the Petition Date, have been paying bills as they fall due
      and have been making good faith progress towards
      reorganization; and

   c) with the assistance of Glass & Associates, the Debtors'
      chief restructuring advisor, they are now diligently
      preparing their disclosure statement, including continuing
      to address unresolved contingencies and developing
      significant financial and legal documentation to be included
      in the disclosure statement so it can fully describe and
      explain the Plan.

Judge Walter gives the Debtors until April 30, 2005, to file their
chapter 11 plan and until June 29, 2005, to solicit acceptances of
that plan.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN BUSINESS: Taps Phoenix Management as Fin'l Consultant
--------------------------------------------------------------
American Business Financial Services, Inc., and its debtor-
affiliates sought and obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to retain Phoenix Management
Services Inc. as their financial advisor.

As the Debtors' financial advisor, Phoenix Management will:

    (a) evaluate the present business strategies, the financial
        resources and the current management resources available
        within the organization;

    (b) propose, and assist in the implementation of, alternate
        business strategies;

    (c) examine the Debtors' current marketing and sales approach
        to determine their effectiveness, cost efficiency and
        possible opportunities for origination and revenue
        expansion;

    (d) propose, and assist in the implementation of, alternate
        marketing approaches, including structure and compensation
        strategies;

    (e) develop a restructuring plan that will focus on developing
        a structure that will allow the Debtors to become
        profitable;

    (f) develop cash, profit and loss, and balance sheet forecasts
        and other reporting tools to help guide the Debtors
        through the reorganization process;

    (g) assist the Debtors' investment banker with respect to the
        raising of capital or sales of assets; and

    (h) within these cases, assist the Debtors in coordinating the
        Debtors' reporting requirements, and assist the Debtors'
        counsel in interfacing with various outside
        constituencies, like the United States Trustee and any
        official committee appointed in these cases.

The Debtors propose to pay Phoenix based on the firm's hourly
rates:
           Designation                            Billing Rate
           -----------                            ------------
   Managing Director/Exec. Vice Presidents        $355 - $465
   Director/Senior Vice Presidents                $325 - $345
   Vice Presidents                                $245 - $325
   Analysts and Associates                        $165 - $245

The Debtors have provided Phoenix with a $200,000 retainer,
representing a refundable deposit, returnable to the Debtors at
the end of the engagement net any unpaid invoices:

    (i) reimbursement for all of Phoenix's actual and reasonable
        out-of-pocket expenses like travel, meals, and living
        expenses; and

   (ii) a $900,000 contingent fee payable to Phoenix, if:

        -- the Debtors complete an out-of-court restructuring or
           sale of a majority of their assets;

        -- the Debtors are successful in arranging a sale of a
           majority of their assets; or

        -- a plan of reorganization is confirmed by the Court in
           the Debtors' cases, which does not provide for the sale
           of the majority of the Debtors' assets.

The Debtors have released and agreed to indemnify, hold harmless
and defend Phoenix from and against any and all liabilities, and
will reimburse the Indemnified Parties for all costs, expenses
and incurred by the Indemnified Party.  This indemnity will not
apply if it is judicially determined that those claims, damages,
liabilities and expenses resulted from the willful misconduct or
gross negligence of the Indemnified Party.

Brian F. Gleason, a Managing Director at Phoenix, informs the
Court that the firm:

    (1) does not hold or represent an interest adverse to the
        Debtors' estates;

    (2) is a "disinterested person" as defined by Section 101(14)
        of the Bankruptcy Code and used in Section 327(a); and

    (3) has no connection with the Debtors, their creditors, and
        other parties-in-interest in the Debtors' cases, their
        attorneys and accountants, the United States Trustee, or
        any person employed in the Trustee's office.

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


AMERICAN BUSINESS: SSG Capital Approved as Investment Banker
------------------------------------------------------------
In light of the size and complexity of American Business Financial
Services, Inc., and its debtor-affiliates' Chapter 11 cases,
the Debtors require the services of an experienced investment
banker to assist and advise them in their restructuring efforts.

The Debtors sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware authority to employ
SSG Capital Advisors, L.P. as their exclusive investment banker,
nunc pro tunc to Jan. 21, 2005.

Under their Engagement Agreement, SSG will:

    (1) assist the Debtors in obtaining financing to meet their
        financing needs;

    (2) provide the Debtors with restructuring advisory services
        in connection with the Debtors' financial restructuring;

    (3) provide one or more valuations regarding the enterprise or
        other value of the Debtors' business; and

    (4) advise the Debtors on the sale of one or more of their
        business units.

The Engagement Agreement will remain in force and effect until
the earlier of December 31, 2005, or the effective date of the
Debtors' plan of reorganization.

The Debtors paid SSG a $250,000 initial fee on December 22, 2004.
The Debtors further propose to pay:

    (a) a $100,000 monthly fee commencing January 15, 2005, and
        payable on the 15th of each month thereafter;

    (b) subject to certain restrictions, a 0.15% financing fee of
        the total financing the Debtors choose to accept during
        the applicable periods, including debtors-in-possession
        financing and exit financing;

    (c) a restructuring fee equal to $1,500,000, in addition to
        the initial fee and financing fees, less 100% of the
        monthly fees paid;

    (d) a sale fee equal to 1.0% of the total consideration paid
        in the event the Debtors sell any business unit, division,
        subsidiary or any other asset; and

    (e) a monthly reimbursement for all of SSG's reasonable out-
        of-pocket expenses.

SSG's Managing Director J. Scott Victor assures Judge Walrath
that the firm does not hold or represent an interest adverse to
the Debtors' estates and that it is a "disinterested person" as
defined by Section 101(14) of the Bankruptcy Code and used in
Section 327(a).

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


A.P.I INC: Legal Representative Hires Oppenheimer Wolff as Counsel
------------------------------------------------------------------
Thomas H. Carey, serving as the Legal Representative of Future
Claimants in A.P.I Inc.'s bankruptcy case, asks the U.S.
Bankruptcy Court for the District of Minnesota for permission to
employ Oppenheimer Wolff & Donnelly LLP to represent and assist
him in carrying out his duties.

Oppenheimer Wolff is expected to:

    a. advise the Legal Representative on all pleadings and
       activities in A.P.I.'s case;

    b. advise the Legal Representative regarding any events or
       actions that affect the rights of future asbestos
       claimants;

    c. file pleadings and appear at hearings involving
       bankruptcy; and

    d. prepare the Legal Representative to testify where
       appropriate.

Oppenheimer Wolff's hourly rates for its professionals who are
expected to provide the bulk of services for the legal
Representative are:

           Professional                    Rate
           ------------                    ----
         Steven W. Meyer, Esq.             $360
         James Jorissen, Esq.              $295
         Connie Lahn, Esq.                 $275
         Lara Glaesman, Esq.               $215
         David Galle, Esq.                 $185

Oppenheimer Wolff discloses it hasn't represented or has any
connection with the Debtor's creditors, or any other party in
interest except on these matters:

       a. The firm represents A.P.I. Group Inc., the parent of
          the debtor, with respect to the Group's Employee Stock
          Ownership Plan.

       b. The firm represents two senior secured lenders --
          LaSalle National Association and Wells Fargo Bank
          National Association -- on other unrelated matters.

       c. The firm represents Nationwide Life Insurance Company
          of America, Thrivent Financial for Lutherans and
          United Omaha Life Insurance Company on various matters
          unrelated to the debtor.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., f/k/a A.P.I.
Construction Company -- http://www.apigroupinc.com/-- is a
wholly-owned subsidiary of the API Group, Inc., and is an
industrial insulation contractor.  The Company filed for chapter
11 protection on January 5, 2005 (Bankr. D. Minn. Case No.
05-30073).  James Baillie, Esq., at Fredrikson & Byron P.A.,
represents the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed total assets of
$34,702,179 and total debts of $63,000,000.


APPLIED EXTRUSION: Court Formally Closes Bankruptcy Proceedings
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final decree formally closing the chapter 11 cases of Applied
Extrusion Technologies, Inc., and Applied Extrusion Technologies
(Canada), Inc.

The Court confirmed the Debtors' Plan of Reorganization on
Jan. 24, 2005, and the Plan became effective on Mar. 8, 2005.

The Court is satisfied that:

   a) the Reorganized Debtors' estates have been fully
      administered, the confirmed Plan has been substantially
      consummated, all claims other than Disputed Claims have been
      processed and all payments to allowed claims have been made;

   b) the Debtors continue to work to reconcile and resolve all
      disputed claims' amounts with relevant creditors and they
      are willing to negotiate a resolution with the creditors of
      those claims;

   c) the Debtors have filed on March 14, 2005, the Final Report
      on their chapter 11 cases, and there are no more motions,
      contested matters and adversary proceedings pending before
      the Bankruptcy Court;

   d) all expenses arising from the administration of the Debtors'
      estates, including U.S. Trustee fees, professional fees and
      expenses have been paid or will soon be paid.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor, and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


ARMSTRONG WORLD: Century & ACE Insurers Provide Update on Appeals
-----------------------------------------------------------------
Century Indemnity Company, International Insurance Company, U.S.
Fire Insurance Company, and Cravens, Dargan Co., Pacific Coast --
as managing general agent for Central National Insurance Co. of
Omaha, improperly designated as Central National Insurance Company
of Omaha -- are parties to pending Appeal Nos. 02-1389 and
03-1087.

On July 28, 2004, certain ACE companies filed a Status Report with
the Court concerning those appeals.

   Century v. AWI Adversary Proceeding Appeal No. 03-1087

Century filed an adversary proceeding against Armstrong World
Industries, Inc. and certain other non-debtor parties.  In
November 2003, the parties sought and obtained the Court's
authority to enter into a settlement agreement resolving the
adversary proceeding.  The District Court's consideration of the
Settlement Agreement was stayed as a result of the recusal
proceedings with respect to the Honorable Alfred M. Wolin.

On November 12, 2004, Century filed its motion to approve the
Settlement Agreement and Stay Pending Appeal.  AWI did not oppose
the Motion and on February 1, 2005, AWI joined in the Century's
request that the District Court approve the Settlement Agreement.

The Court's recent denial of confirmation of AWI's Fourth Amended
Plan of Reorganization does not affect the validity of the
Settlement Agreement, as the Settlement Agreement is not
contingent on the Plan confirmation.

The Settlement Agreement provides that Appeal No. 03-1087 will be
stayed pending final confirmation of the Plan, and that upon final
confirmation, Appeal No. 03-1087 would be withdrawn with
prejudice.  AWI has advised Century that it intends to appeal the
Court's denial of the Plan confirmation.

Accordingly, Century asks the U.S. Bankruptcy Court for the
District of Delaware to approve the Settlement Agreement and stay
Appeal No. 03-1087 pending final confirmation of the Plan, or any
further amended Plan affording Century protection under Section
524(g) of the Bankruptcy Code as required under Section 4 of the
Settlement Agreement.

      Maertin Plaintiffs' Litigation -- Appeal No. 02-1389

Certain ACE companies other than Century appealed to the District
Court from the Bankruptcy Court's approval of a stipulation
between AWI and certain personal injury claimants known as the
"Maertin Plaintiffs."  Pursuant to the stipulation, the automatic
stay was lifted to allow the Maertin Plaintiffs to pursue direct
action claims against AWI's insurers, including Liberty Mutual and
certain ACE companies.  That appeal, designated Appeal No. 02-
1389, has been pending since the Summer of 2002.  Thus, certain
ACE companies also seek that the appeal be adjudicated.

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


ATA AIRLINES: Additional Details re Chicago Express Sale to Okun
----------------------------------------------------------------
James E. Rossow, Jr., at Rubin & Levin, P.C., in Indianapolis,
Indiana, informs Judge Lorch that the consummation of the sale of
Chicago Express Airlines, Inc., to Okun Enterprises, Inc., is
conditioned on the City of Chicago's consent to any gate or ramp
use arrangements Okun may reasonably request ATA Airlines and its
debtor-affiliates, for flight operations at the Midway Airport
from the Closing Date to May 31, 2005.

Mr. Rossow explains that the Debtors' rights to use certain
facilities at Midway Airport arise from a 1998 Ordinance and the
Chicago ATA Use Agreement and Facilities Lease, as amended,
between Chicago and ATA Airlines, Inc.  Under the Use Agreement,
ATA Airlines controls Gate A-8, which is the only gate at Midway
Airport suitable for commuter aircraft.  The Debtors have no
authority under the ATA Use Agreement to allow a third-party to
use any portion of the Midway Airport facilities without Chicago's
approval.

Chicago cannot, and will not, approve any arrangement that would
extend a successful bidder's rights at Midway Airport only through
May 31, 2005.  Thus, Chicago will not approve the limited
assignment of usage rights contemplated by the Debtors.

Chicago is also concerned that Okun and the other bidders may not
understand that Gate A-8 is the only commuter gate at Midway
Airport.  Even if Okun were allowed to use Midway Airport's
facilities through May 31, there would not be a commuter gate at
which its flights could land or board after that date.

Pursuant to the ATA Use Agreement, Chicago has the right to
require the Debtors to permit the continued operations of commuter
flights out of Gate A-8.  Mr. Rossow contends that if the Debtors
want to go forward with a sale of the Chicago Express Assets to
Okun, they must either:

   (a) relinquish control of Gate A-8 back to Chicago as a
       Chicago-controlled gate; or

   (b) propose an arrangement, acceptable to Chicago, whereby the
       Okun will continue to operate out of Gate A-8, at the same
       level that Chicago Express did, for at least one year.

Alternatively, Okun can provide written assurances to Chicago that
it will:

   (a) not operate at Midway Airport beyond May 31, 2005, and
       that it does not intend to use any Midway Airport
       facilities past that date; or

   (b) present a plan, for Chicago's review and proposal, for
       its post-May 31, 2005 operations pursuant to which another
       airline currently operating at Midway Airport will permit
       Okun to use it's the other airline's Midway terminal space
       beyond May 31.

                    Court Blesses Sale to Okun

The United States Bankruptcy Court for the Southern District of
Indiana concurs with the results of the March 31, 2005 Auction
that Okun Enterprises, Inc., tendered the highest and best offer
for substantially all the assets of Chicago Express Airlines,
Inc.

Judge Lorch approves the sale of Chicago Express' assets to Okun,
free and clear of liens, claims and interests.  Any and all
objections to the Chicago Express Assets Sale are overruled.

The salient terms of the April 4, 2005 Letter Agreement between
the Debtors and Okun are:

   (A) Assets

       * All of the personal property assets of Chicago Express,
         tangible and intangible, of every kind and wherever
         situated, including:

         (1) all items identified on the Schedule of Rotables and
             Spares, and all items on the Schedule of Fixed
             Assets prepared by Chicago Express by April 5, 2004;

         (2) all books, records, files, manuals and other
             documentation relating to the Chicago Express Assets
             or the Business, including maintenance and asset
             history records, sales promotion and marketing
             materials relating to the Business, all customer and
             supplier lists, telephone numbers and e-mail
             addresses with respect to past, present or
             prospective customers and suppliers, and employee
             lists and related personnel and employment records
             of all Persons who immediately prior to the
             Execution Date were employees of Chicago Express;

         (3) the trade names and marks "Chicago Express" and
             "Chicago Express Airlines" and all United States
             registered trademarks held by Chicago Express;

         (4) all prepaid expenses, other prepayments and security
             or other deposits associated with the Chicago
             Express Assets;

         (5) all cash, accounts receivable and unbilled accounts
             receivable of Chicago Express existing on the
             Closing Date;

         (6) to the extent permitted under applicable law or
             regulation, all licenses, permits, certificates,
             consents and other governmental or quasi-
             governmental authorizations of Chicago Express,
             including its Air Carrier Certificate issued
             pursuant to 14 CFR Parts 119 and 121 by the FAA,
             registration as a Commuter Air Carrier and fitness
             determination pursuant to 14 CFR Parts 204 and 298
             by the Department of Transportation; and

         (7) all goodwill incident to the Business, including,
             but not limited to, the value of any names
             associated with the Business which are transferred
             to Okun and the value of good customer relations,
             all telephone numbers and listings of Chicago
             Express, all Yellow Pages advertising of Chicago
             Express, and the URL -- Chicagoexpress.com -- and
             the Web site of Chicago Express which is presently
             under construction;

       * Two ATA Airlines' Saab 340B aircraft with Manufacturer
         Serial Nos. 340B-201 (N309CE) and 340b-214 (N311CE) and
         related engines and propellers

   (B) Purchase Price

       * $4,000,000, less the Aggregate Adjusted Amount and net
         of the Earnest Money Deposit, for the Chicago Express
         Assets, payable in full to Chicago Express at the
         Closing Date.

       * $2,440,000 for the Saab Assets, with the $488,000
         payable at the Closing Date.  The remaining balance is
         payable on the Closing Date of the issuance the
         Promissory Note and the execution of a Mortgage and
         Security Agreement, between ATA Airlines and the ATSB
         Lender Parties.

   (C) Earnest Money Deposits

       Okun deposited $100,000 in a Trust Account of Baker &
       Daniels, which is non-refundable and will be released to
       the Debtors in the event:

          (i) the Agreement is not executed by the parties on or
              before April 15, 2005, unless the Bankruptcy Court
              will determine that the failure of the parties to
              execute the Agreement was due to a refusal of
              either of the Debtors that was not reasonable or
              permitted; or

         (ii) for any reason, including non-satisfaction of
              conditions precedent to closing, the Transaction
              are not consummated after the execution of the
              Agreement.

   (D) Assumed Liabilities

       Okun will assume liabilities and obligation arising from:

          (i) Okun's ownership and operation of the Chicago
              Express Assets and the Saab Assets from and after
              the Closing Date; and

         (ii) existing Chicago Express contracts with:

              -- AR, Inc.,
              -- Global Ground Equipment (Bank of Blue Valley),
              -- International Air Transport Association, and
              -- Pan American International.

              Either Okun or Chicago Express will pay any cure
              amounts payable to the counterparties to the
              Assumed Contracts pursuant Section 365 of the
              Bankruptcy Code.  Counterparties will be allowed to
              object to any assumption and assignment before the
              close of business on April 14, 2005.

              Okun will pay and perform all obligations under the
              Contracts.

   (E) ATA Support Services

       Okun will have the option to purchase support services
       from ATA Airlines:

          (i) Scheduling and Pricing Assistance and Information
              Services for a fixed monthly rate for the period
              from the Execution Date to June 30, 2005;

         (ii) Distribution/Selling Services from execution of the
              Agreement to June 30, 2005; and

        (iii) Baggage and Passenger Handling Services for
              Indianapolis International Airport and Midway
              International Airport through May 31, 2005.

       Amounts due for ATA Airlines' services will be billed
       weekly and collected first from amounts due to Okun for
       tickets sold and performed.

       Subject to Southwest Airlines Co.'s consent, ATA Airlines
       will enter into a codeshare agreement with Okun for
       flights flown during the period from the Closing Date to
       May 31, 2005.

       The terms of the Codeshare will be the same as the
       codeshare arrangements followed and honored in the
       ordinary course of business by ATA Airlines and Chicago
       Express prior to March 28, 2005, and with the allocation
       of ticket revenues to be based on the method described on
       the Schedule of Codeshare Terms.

   (F) Interim Conduct of Business

       Chicago Express has ceased its operation of all scheduled
       flights and does not intend to resume any operations, or
       to maintain the employment of any of its employees beyond
       the Execution Date, other than the retention of the Key
       Employees.  Chicago Express will conduct its limited
       business only until the Closing or the termination of
       Okun's commitment to purchase the Assets.

   (G) Indemnity

       Chicago Express and ATA Airlines separately will agree to
       indemnify Okun for any liabilities of the indemnitor not
       expressly assumed by Okun, and for any losses incurred by
       Okun due to a breach by the indemnitor of any of its
       representations, warranties and covenants for a period 12
       months after the Closing Date.

   (H) Closing on the sale will occur not later than April 27,
       2005.

The ATSB Lender Parties and Southwest Airlines Co. have consented
to the release of any liens.  The ATSB Lender Parties' consent is
conditioned on the proceeds received from the sale of the Saab
Assets, the Purchase Note and the Chattel Mortgage being
transferred to the ATSB Lender Parties in exchange for a
$2,440,000 reduction in ATA Airlines' secured obligations to the
ATSB Lender Parties.

A redacted version of the April 4 Letter Agreement is available at
no charge at:

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

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, notes that the information redacted from the Letter
Agreement is highly confidential and proprietary.  However, the
Debtors will provide the Redacted Information to the U.S.
Trustee, counsels for the DIP lender, the Official Committee of
Unsecured Creditors, the ATSB Lender Parties, and to other parties
subject to confidentiality restrictions.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BEVERLY RUBENSTEIN: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Beverly Rubenstein
        2402 East Esplanade Lane, Unite 501
        Phoenix, Arizona 85016

Bankruptcy Case No.: 05-05754

Chapter 11 Petition Date: April 8, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, Arizona 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CIB BANK                      Judgment against          $840,551
c/o John Politan              Beverly and Harold
6909 E Greenway               Rubenstein and
Pkwy Suite 245                Empire Metals, Inc.
Scottsdale, AZ 85254          in matter number
                              CV2002007046.

SMS Financial VII, L.L.C.     SMS is successor          $455,066
c/o Stewart & Bourque, P.C.   in interest to East
1643 E. Bethany Home Road     Camelback Road,
Phoenix, AZ 85016             Inc. who received a
                              Judgment in matter
                              number CV2003014574
                              against Harold and Beverly
                              Rubenstein

SMS Financial VII, L.L.C.     SMS Financial VII,        $258,261
c/o Stewart & Bourque, P.C.   L.L.C. is successor
1643 E. Bethany Home Road     in interest to US
Phoenix, AZ 85016             Bank for a
                              Judgment in matter
                              number CV2003001013.

Sterne Agee Capital           Judgment against          $209,824
Markets Inc                   Empire Capital
                              Group LLC

SMS Financial VII, L.L.C.     SMS Financial VII,        $174,979
L.L.C.                        is the successor
                              in interest to the US
                              Bank who received a
                              Judgment in matter
                              number CV2003001012.

Ceasar's Palace               Note                      $100,000
3930 Howard Hughes Pkwy
Las Vegas, NV 89109

MGM Grande                    Note                      $100,000

Pitney Bowes Credit Corp.     Judgment in                $51,027
                              Maricopa County Superior
                              Court against Harold
                              Rubenstein and
                              Empire Metals, Inc.
                              CV 2003008121

Citicorp                      Waste Management           $50,000
                              Business Expenses

Mark Belassen                 Loan                       $50,000

Mr. and Mrs. Matthew          Dispute over Sale          $45,646
Gerson                        of Home

Wells Fargo Bank Arizona      Judgment in                $37,190
National Assoc.               Maricopa County
                              Superior Court
                              CV2002017691.

Metal Management              Judgment against           $28,660
Realty, Inc.                  Beverly and Harold
                              as Trustees of the
                              Harold and Beverly
                              Rubenstein Family
                              Trust Agreement in
                              matter number
                              CV20021584.

Schmidt Westergard & Co.      Accounting Services        $13,038
                              for Harold and Beverly
                              Rubenstein

Dan Campbell, Esq.            Legal Services             $10,000

Diversified Services Group    Ridenour Hienton,           $7,666
                              past legal services

Schmidt Westergard & Co.      Empire Metals                 $974
                              Accounting Services

Internal Revenue Service                                 Unknown


C-BASS 2003-CB6NIM: Moody's Reviews Ba2 Rating & May Upgrade
------------------------------------------------------------
As part of its ongoing surveillance effort, Moody's Investors
Service has placed three net interest margin securitizations under
review for possible rating action.  NIM transactions rely on
excess spread, prepayment penalties and cap payments generated by
the underlying residential mortgage backed securities.  These
residual cash flows are sensitive to a number of factors,
including:

   1. prepayment speeds;

   2. cumulative losses incurred on the underlying deal's
      collateral;

   3. impact of a stepdown date;  and

   4. breach of triggers.

Two classes of notes have been placed on review for possible
downgrade based upon performance on the underlying deals that have
negatively impacted future residual payments to the NIM holders.
One class of notes has been placed on review for possible upgrade
has benefited from higher than expected cash flows from the
underlying securities.

Complete rating actions are:

Issuer: Asset Backed Funding Corporation, NIM Trust 2001-AQ1 Notes

Review for Downgrade:

   * Class A, current rating Baa3, under review for possible
     downgrade.

Issuer: SASCO Net Interest Margin Trust 2003-12XS

Review for Downgrade:

   * Class A, current rating Baa1, under review for possible
     downgrade.

Issuer: C-BASS 2003-CB6NIM Ltd. NIM Notes

Review for Upgrade:

   * Class B, current rating Ba2, under review for possible
     upgrade.


CANBRAS COMMUNICATIONS: Discloses Audited 2004 Financial Results
----------------------------------------------------------------
Canbras Communications Corp. (NEX:CBC.H) released audited
consolidated financial results for the year 2004.  As the
Corporation completed the sale of all of its operations in
December 2003 to Horizon Cablevision do Brasil, S.A. pursuant to a
share purchase agreement, the Corporation's audited consolidated
financial statements for 2004 reflect only the winding up
activities of the Corporation.

            The Sale Transaction and Horizon Claims

Pursuant to the SPA, Canbras received gross proceeds of
CDN$32.6 million comprised of $22.168 million in cash and a one-
year promissory note in the original principal amount of
CDN$10.432 million bearing interest at 10%.  The SPA contains
certain customary representations and warranties made by the
Corporation to Horizon and the Corporation is responsible for
indemnifying Horizon for damages, if any, which are suffered by
Horizon if any of the representations and warranties prove, within
the 12-month period ending December 19, 2004, to have been
materially false or incorrect as of December 19, 2003.  Under the
SPA, the Corporation's indemnification obligations are limited to
the balance due under the Note and any indemnification obligations
of the Corporation are to be satisfied by a reduction in the
amounts due to the Corporation under the Note.

The deadline for the filing of the claims, the Corporation had
received written notice from Horizon asserting claims for
indemnification under the SPA in an aggregate amount of
R$58.1 million, or approximately $26.3 million at the exchange
rate on December 31, 2004.

Canbras believes that it will ultimately be held liable for an
amount of less than R$2 million of the Horizon Claims and
accordingly recorded a provision for loss of $0.8 million
(including a reduction in interest income of $0.1 million) in the
audited consolidated financial statements during the fourth
quarter of 2004 and established a new carrying value for the Note,
together with accrued interest thereon, of $10.7 million at
December 31, 2004.

To the extent that the amount of the Horizon Claims that are
ultimately indemnifiable by Canbras is less than the amount of the
Note then Canbras will be entitled to receive the Non-indemnified
Amount, together with accrued interest thereon at 10% per annum
calculated from December 19, 2003.  However, there can be no
assurance that the Corporation will not ultimately be held to be
contractually responsible for an amount of indemnification that
equals the entire amount of the Note and all accrued interest due
thereon.  Furthermore, there can be no assurances that the issuer
of the Note or its guarantor will be capable from a credit
worthiness perspective of paying any amounts due under the Note.

                            2004 Results

As at December 31, 2004, Canbras' shareholders' equity was
CDN$17.2 million, down from $29.3 million at December 31, 2003.
This decrease reflects the initial distribution to shareholders of
$11.6 million in August 2004 and the net loss of $0.5 million for
the year 2004.

Canbras' cash and cash equivalents, together with temporary
investments as at December 31, 2004 were $7.3 million down from
$21.3 million at December 31, 2003.  The decline was due
principally to the initial distribution to the shareholders of
$11.6 million as well as the payment of certain accrued costs of
completing the Sale Transaction (such as professional fees and
expenses) of $2.1 million.  Cash and cash equivalents and
temporary investments held by the Corporation pending shareholder
distributions are being invested in high-grade money market
instruments.

The carrying value of the Note, together with accrued interest
thereon at December 31, 2004, were written down by $0.8 million to
$10.7 million.

Accrued liabilities were $0.8 million at the end of 2004, down
$2.1 million from December 31, 2003, mainly due to the payment of
accrued costs of completing the Sale Transaction.

Net loss for 2004 was $0.5 million, $0.01 per share. During the
fourth quarter of 2004, the Corporation recorded a $0.8 million
write-down on the Note, and accrued interest thereon, as a result
of the Horizon Claims.  In addition, corporate overhead costs were
$1.1 million for the year, comprised mainly of legal, tax and
audit fees as well as insurance expenses.  Partially offsetting
these two items were accrued interest on the Note of $1.0 million
as well as interest on cash and cash equivalents and temporary
investments of $0.3 million.

Canbras Communications Corp., originally incorporated under the
laws of British Columbia on August 7, 1986, was continued under
the Canada Business Corporations Act effective June 22, 1998.  The
indirect majority shareholder of Canbras is Bell Canada
International Inc.  Canbras, through its subsidiaries was engaged
in the acquisition, development and operation of broadband
communications services in Brazil including cable television,
Internet access and data services.

On October 8, 2003, the Corporation announced that, pursuant to
the sale process commenced by it in 2002, it had entered into
definitive agreements for the sale of all of its operations to
Horizon Cablevision do Brasil S.A.  Subsequently, on December 24,
2003, the Corporation announced that following the receipt of the
requisite approval of Canbras' shareholders at the special
shareholders' meeting held on December 17, 2003, the Corporation
had completed the sale of all of its operations to Horizon.  In
addition, the Corporation also obtained the requisite shareholder
approval to wind-up and dissolve the Corporation following the
final distribution to shareholders of the net proceeds received by
the Corporation from the Sale Transaction.  On January 14, 2004,
following the filing by Canbras of a Statement of Intent to
Dissolve, the Corporation was issued, by the Director under the
Canada Business Corporations Act, a Certificate of Intent to
Dissolve and, upon conclusion of the winding up process, Canbras
intends to apply for a Certificate of Dissolution.


CARDIMA INC: Citing Losses, BDO Seidman Raises Going Concern Doubt
------------------------------------------------------------------
Cardima(R), Inc. (Nasdaq SC: CRDM), reported that BDO Seidman LLP,
the Company's independent auditor, included an explanatory
paragraph in its Annual Report on Form 10-K, for the year ended
December 31, 2004, stating concern on the Company's ability to
continue as a going concern.  A similar explanatory paragraph has
been included in Annual Report filings in each of the past three
years by the Company's independent auditor.  The disclosure is
made in compliance with Nasdaq Rule 4350 (b), which requires
separate disclosure of receipt of an audit opinion that contains a
going concern qualification, and does not reflect any change or
amendment to the financial statements issued on March 31, 2005.

The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.  At March 31, 2005, the
Company had approximately $1.7 million in cash and cash
equivalents.  Based on its 2005 operating plan, the Company
believes that its cash balances as of March 31, 2005 will only
provide sufficient capital to fund operations for a very limited
period of time and will not be sufficient to fund operations into
the third quarter of 2005.  The Company is exploring potential
funding opportunities including the sale of equity securities or
entering into a strategic transaction relating to its Surgical
Ablation System.

Cardima, Inc. has developed the REVELATION(R) Tx, REVELATION T-
Flex and REVELATION Helix linear ablation microcatheters, the
NAVIPORT deflectable guiding catheters, and the INTELLITEMP energy
management system for the minimally invasive treatment of atrial
fibrillation.  The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart.
The REVELATION Tx, REVELATION T-Flex and REVELATION Helix systems
and the INTELLITEMP have received CE Mark approval in Europe.  The
Company has also developed a Surgical Ablation System, which is
intended for cardiac surgeons' use in ablating cardiac tissue
during heart surgery using radio frequency (RF) energy.  In
February 2003, the Company announced that it had received FDA
510(k) clearance to market the Surgical Ablation System in the
U.S. for use in ablating cardiac tissue.


CATHOLIC CHURCH: Pacific Objects Tucson's Disclosure Statement
--------------------------------------------------------------
Pacific Employers Insurance Company issued certain insurance
policies to the Diocese of Tucson from 1977 to 1984.  Pacific has
not denied coverage and has defended claims tendered by the
Diocese as appropriate.  According to Donald L. Gaffney, Esq., at
Snell & Wilmer LLP, in Tucson, Arizona, Pacific is identified as
an "Insurance Company" in the Disclosure Statement.

The Disclosure Statement contemplates that Pacific may become a
"Settling Insurer" under the Plan.  However, while constructive
negotiations are ongoing, no settlement between Pacific and the
Diocese has been reached.

"Settling Insurers" are defined in the Plan as "those Insurance
Companies that have reached settlements with the Diocese with
respect to any Insurance Action."

If Pacific does not become a Settling Insurer, Pacific is
concerned that the Plan may attempt to alter its and other
insurers' rights and obligations, and improperly subject insurers
to decisions of the so-called "Special Master" sought to be
appointed in connection with the Plan.

Pacific argues that the Disclosure Statement is inadequate because
it is unclear about how the Plan will affect, and is intended to
affect, insurers' state-law contractual rights.  To better
understand the thrust of Pacific's objection to the Disclosure
Statement, Mr. Gaffney informs Judge Marlar that it is important
that the Court understand that the Policies do not just obligate
Pacific to pay money.  Rather, the Policies are a complex set of
documents that set forth contractual rights of Pacific and
contractual obligations of the Diocese.

The terms of the Policies include:

   * Terms providing Pacific the right to participate or
     associate in the investigation, settlement or defense and
     control of any claim or suit;

   * Specific notice requirements;

   * Terms conditioning payment of claims on final judgment
     against the insured after actual trial or by settlement
     approved in writing by Pacific;

   * Anti-assignment provisions barring any assignment of
     interests under the Policies without the written consent of
     Pacific;

   * Requirement that the Diocese cooperate in all matters
     pertaining to the defense of claims; and

   * Limits on liability.

There is no basis in the Bankruptcy Code for the Court to impair,
alter, diminish or affect Pacific's basic contractual rights, Mr.
Gaffney asserts.  The Diocese cannot ask the Court to rewrite the
Policies to fit within its proposed Plan.  However, Pacific is
concerned that the Plan will do just that.

The Disclosure Statement also fails to include the critical
Settlement Trust Agreement and Litigation Trust Agreement.  These
two crucial documents, which set out the procedures for dealing
with all sexual abuse tort claims against the Diocese, are at the
heart of the Plan and may have significant impact on the rights of
Insurance Companies.  The failure to provide parties opportunity
to review the Trust Agreements, Mr. Gaffney explains, deprives
parties of "adequate information" required by Section 1125 of the
Bankruptcy Code.

In addition, the failure to provide the Trust Agreements also
deprives parties information needed to determine whether the Plan
is "insurance neutral" -- that is, a plan which does not purport
to decide insurance coverage issues or alter the rights of
insurers.  The trend in tort-driven bankruptcies is to require
neutrality with regard to the rights of insurers.

Furthermore, Mr. Gaffney argues that nothing in the Chapter 11
proceedings to approve the adequacy of the Disclosure Statement
should in any way constitute Court approval of the reasonableness
or correctness of the factors proposed to guide the Special
Master in assigning sexual abuse tort claims to the various
"Tiers" proposed by the Plan or the recovery level for each
"Tier."  The Diocese is improperly asking that the factors to be
considered by the Special Master for assigning claims to the
Tiers and the recoveries for each Tier be approved in connection
with the approval of the Disclosure Statement.  These issues go to
the heart of confirmation, and Pacific reserves its rights to
challenge the valuation and classification of claims.

Under Section 1123(a)(3), the Plan will "specify the treatment of
any class of claims or interests under the plan."  Whether or not
the proposed treatment of claims complies with the Bankruptcy
Code is an express confirmation issue under Section 1129(a)(1).

At this stage of the proceedings, the Court must determine whether
the Diocese has provided adequate information to make an informed
judgment about the Plan, not decide confirmation issues.

                       Tucson Responds

"What Pacific neglects to mention in its pleading is that it is
'defending' the Diocese and other insured parties subject to a
reservation of rights, meaning that Pacific reserved the right to
deny liability coverage at the end of the defense," Susan G.
Boswell, Esq., at Quarles & Brady Streich Lang LLP, in Tucson,
Arizona, asserts.

Under Arizona law, the Diocese, as an insured being defended
subject to a reservation of rights, is entitled to take steps to
protect itself and its assets, including going so far as to
negotiate a judgment with a plaintiff in exchange for a covenant
not to execute and then assign its rights against the insurer to
the plaintiff.  While this step might breach the cooperation
clause and void coverage if an insured was defended without
reservation, Ms. Boswell argues that the same is not true when the
insured is defended under a reservation of rights.  In fact, the
Arizona Supreme Court held in Morris v. USAA that taking these
steps does not breach a cooperation clause when an insurer chooses
to reserve its rights.

The Diocese likewise disputes that Pacific is entitled to
"insurance neutral" language in any of the documents or any Court
order.  At best, Ms. Boswell says, Pacific's objections are either
plan objections or objections to documents which have not yet been
filed.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tuscon to File 2nd Amended Disclosure Statement
----------------------------------------------------------------
At the March 25, 2005 initial hearing on the Diocese of Tucson's
Disclosure Statement, the Diocese presented its comprehensive
response to the objections filed by the U.S. Trustee, St. Paul
Travelers Insurance and the Pacific Employers Insurance Group.
The parties came to a tentative agreement to set up a mechanism to
determine the minimum distribution that would be made to each
Tier, and minimum funding before the Plan would go into effect.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, advised the U.S. Bankruptcy Court for the
District of Arizona that the Diocese would also determine the tier
criteria, with certainty, and it would resolve the property issue.
Subject to final negotiations, Ms. Boswell states that she's
confident that the Diocese will have a consensual plan that can be
confirmed by the end of June.

The Diocese proposes to file a Second Amended Disclosure
Statement by April 25, 2005.

Judge Marlar points out that the Diocese, at some point, should
disclose that there are outstanding legal issues regarding the
ownership of the property, and how the Diocese has dealt with
that.  "Everything needs to be disclosed.  It needs to be clearly
and simply stated, and a summary needs to be attached to the
disclosure statement," Judge Marlar says.

Ms. Boswell promised Judge Marlar that a list of the parish
properties will be attached to the Disclosure Statement.  Ms.
Boswell explains that the property has been identified, and the
creditors will have an option to "opt out" of the settlement fund.

The Court directs that objections to the Disclosure Statement must
be served by May 13, 2005.  Judge Marlar sets the final hearing on
the approval of the Diocese's Disclosure Statement on May 19,
2005, at 9:00 a.m.  The Plan Confirmation Hearing is scheduled for
June 30, 2005 at 9:30 a.m., and a status hearing regarding
Resolution of various claims, and other matters will be set for
April 26, 2005 at 1:30 p.m.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CBD MEDIA: Balance Sheet Upside Down by $15,557,000 at Dec. 31
--------------------------------------------------------------
CBD Media LLC reported results for its fourth quarter and full
year ended December 31, 2004.

Net revenue for the fourth quarter was $21.3 million, down 1.4%
from $21.6 million for the quarter ended December 31, 2003, and
EBITDA was $9.9 million, down 14.8% from $11.6 million for the
quarter ended December 31, 2003.  The decrease in EBITDA was
attributable to increases in General and Administrative costs and
cost of revenue.  G&A costs were up $0.9 million, or 100% for the
quarter at $1.9 million, primarily as the result of a management
payout of $0.9 million associated with the October 2004
recapitalization to personnel that is included in the G&A cost
classification.  Cost of revenue increased by $0.4 million
primarily as the result of a management payout of $0.4 million
associated with the October 2004 recapitalization to personnel
that is included in the cost of revenue classification.  Net loss
for the fourth quarter was $1.9 million versus being nearly
breakeven for the quarter ended December 31, 2003.  For the fiscal
year ended December 31, 2004, net revenue was $87.7 million, up
1.6% from $86.3 million in 2003.  EBITDA was $45.8 million for
2004, down $3.3 million from $49.1 million in 2003.  The decrease
in EBITDA was the result of higher revenues offset by $1.3 million
in management payouts associated with the October 2004
recapitalization, $1.5 million for the tax distributions to
management personnel, $1.1 million for professional fees
associated with the examination of alternative capital structures,
and a $0.7 million increase in management fees.  Net loss for
the year ended December 31, 2004 was $0.1 million, down from
$2.7 million in 2003.  EBITDA represents earnings before interest,
taxes, depreciation and amortization.  EBITDA is included to
provide additional information with respect to our ability to
satisfy our debt service, capital expenditure and working capital
requirements.

Cash flow provided by operating activities was $5.8 million for
the quarter ended December 31, 2004 versus cash flow provided by
operating activities of $5.4 million for the quarter ended
December 31, 2003.  Cash flow provided by operating activities was
$27.3 million for the year ended December 31, 2004, versus cash
flow provided by operating activities of $28.0 million for the
year ended December 31, 2003. Cash decreased in the quarter by
$0.4 million versus a $5.8 million increase in the same quarter
last year.  The change was due to the transactions associated with
the October 2004 recapitalization.  As of December 31, 2004, CBD's
cash balance was $13.7 million with outstanding total debt of
$303.0 million.  Capital expenditures were nominal at $35,000 for
the quarter and $74,000 for the year ended December 31, 2004.

"Despite the continued economic challenge of selling advertising
to predominately small to medium size businesses, CBD Media
produced solid financial results in 2004," said Douglas A. Myers,
President and Chief Executive Officer.  "The revenue growth in
2004 will place CBD Media as one of the top performing Telco
publishers, as our margins provide the cash flow to repay our
debt."

CBD Media, LLC, is the twelfth largest directory publisher in the
United States based on 2003 revenues.  The Company is the
exclusive directory publisher for Cincinnati Bell branded yellow
pages in the Cincinnati-Hamilton metropolitan area, which is the
23rd largest metropolitan area in the country.  CBD Media was
created on March 8, 2002, as the result of the purchase of
fourteen yellow page directories for $343.4 million, by Spectrum
Equity Investors, a private equity firm, from Broadwing, now
renamed Cincinnati Bell.

As of Dec. 31, 2004, CBD Media posts a $10,920,000 equity deficit
compared to a $15,557,000 positive equity at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2004,
Moody's Investors Service lowered the existing ratings for CBD
Media Holdings, LLC, and CBD Media, LLC, in response to the
company's proposed debt issuance and consequent $127 million
dividend to the equity sponsor, principally Spectrum Equity:

      * the company's senior implied to B2 from B1,
      * senior secured facilities to B1 from Ba3, and
      * senior subordinated notes to Caa1 from B3.

In addition, Moody's assigned a new Caa2 rating for the
$100 million senior note issuance by CBD Media Holdings.  Pro
forma for the transaction, the company's leverage, at 8.1 times
debt-to-cash flow, exceeds the initial March 2002 purchase price
of 7.7 times.  In Moody's view, the increased level of financial
risk is only somewhat mitigated by the modest level of business
risk encountered by CBD, as the incumbent directory operator in
the Cincinnati environs.  This concludes Moody's review for
possible downgrade of the company's ratings, which commenced
October 13, 2004.


CEDU EDUCATION: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: CEDU Education, Inc.
             110 Main St
             Sandpoint, Idaho 83864

Bankruptcy Case No.: Jointly Administered under Case No. 05-10841

Debtor affiliates filing separate chapter 7 petitions:

           Entity                                         Case No.
           ------                                         --------
     The Brown Schools, Inc.                              05-10841
     The Brown Schools Management Corporation             05-10842
     Brown Schools Education Corporation                  05-10843
     CEDU Education, Inc.                                 05-10844
     CEDU School, Inc.                                    05-10845
     North American Boarding Schools, Inc.                05-10846
     Rocky Mountain Academy, Inc.                         05-10847
     Northwest Academy, Inc.                              05-10848
     The Brown Schools of Florida, Inc.                   05-10849
     The Brown Schools of Puerto Rico, Inc.               05-10850
     CEDU Holdings, Inc.                                  05-10851
     CEDU Business Corporation                            05-10852
     Austin TBS, Inc.                                     05-10853
     The Brown Schools Business Corporation               05-10854
     The Brown Schools Services Corporation               05-10855
     Healthcare Living Centers, Inc.                      05-10856
     Healthcare Rehabilitation Center of Austin, Inc.     05-10857
     The Brown Schools Behavioral Health System, Inc.     05-10858
     Travis, TBS, Inc.                                    05-10859
     The Brown Schools of San Juan, Inc.                  05-10860
     Healthcare AHGI, Inc.                                05-10861
     Elmwood Management Company, Inc.                     05-10862
     Glenwood Management Company, Inc.                    05-10863
     TBS Holdings, Inc.                                   05-10864
     TBS Administrative Corporation                       05-10865

Type of Business: The Debtor operates schools offering
                  programs for troubled teenagers.
                  See http://www.cedu.com/

Chapter 7 Petition Date: March 25, 2005

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Daniel B. Butz, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  Wilmington, Delaware 19899
                  Tel: (302) 575-7348
                  Fax: (302) 658-3989

                     Estimated Assets        Estimated Debts
                     ----------------        ---------------
The Brown Schools,   $1 Million to           $10 Million to
Inc.                 $10 Million             $50 Million

The Brown Schools    $50,000 to              $1 Million to
Management           $100,000                $10 Million
Corporation

Brown Schools        $100,000 to             $100,000 to
Education            $500,000                $500,000
Corporation

CEDU Education,      $100,000 to             $100,000 to
Inc.                 $500,000                $500,000

CEDU School, Inc.    $1 Million to           $1 Million to
                     $10 Million             $10 Million

North American       $1 Million to           $500,000 to
Boarding Schools,    $10 Million             $1 Million
Inc.

Rocky Mountain       $1 Million to           $500,000 to
Academy, Inc.        $10 Million             $1 Million

Northwest Academy,   $1 Million to           $500,000 to
Inc.                 $10 Million             $1 Million

The Brown Schools    $100,000 to             $100,000 to
of Florida, Inc.     $500,000                $500,000

The Brown Schools    Less than $50,000       Less than $50,000
of Puerto Rico, Inc.

CEDU Holdings, Inc.  Less than $50,000       Less than $50,000

CEDU Business        Less than $50,000       Less than $50,000
Corporation

Austin TBS, Inc.     Less than $50,000       Less than $50,000

The Brown Schools    Less than $50,000       Less than $50,000
Business Corporation

The Brown Schools    Less than $50,000       Less than $50,000
Services Corporation

Healthcare Living    Less than $50,000       Less than $50,000
Centers, Inc.

Healthcare           Less than $50,000       Less than $50,000
Rehabilitation
Center of Austin,
Inc.

The Brown Schools    Less than $50,000       Less than $50,000
Behavioral Health
System, Inc.

Travis, TBS, Inc.    Less than $50,000       Less than $50,000

The Brown Schools    Less than $50,000       Less than $50,000
of San Juan, Inc.

Healthcare AHGI,     Less than $50,000       Less than $50,000
Inc.

Elmwood Management   Less than $50,000       Less than $50,000
Company, Inc.

Glenwood Management  Less than $50,000       Less than $50,000
Company, Inc.

TBS Holdings, Inc.   Less than $50,000       $1 Million to
                                             $10 Million

TBS Administrative   $100,000 to             Less than $50,000
Corporation          $500,000

Consolidated List of Debtors' 40 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Aramark Management            Arbitration             $1,533,924
Services, Ltd.                Award
c/o Steve Schulwol, Esq.
Fedota Childers & May, PC
Three First National Plaza
70 West Madison Street
Chicago, IL 6062

Connecticut General Life      Trade debt                $486,773
Insurance Company
2223 Washington St.,
Suite 200
Newton, MA

Winstead, Sechrest &          Legal fees                $324,496
Minick, PC
5400 Renaissance Tower
1202 Elm Street
Dallas, TX 75270

Centers of Medicare &         Trade debt                $241,509
Medicaid Services

Lockton Insurance Agency      Trade debt                $200,000
of Houston, Inc.

Suzanne Alban and Jordan      Legal settlement          $150,000
Alban

Mary Ellen Gruber and         Legal settlement          $150,000
Dominique Gruber

healthcare Financing          Trade debt                $131,418
Administration

AICCO, Inc.                   Insurance                 $131,290

United Healthcare             Trade debt                $120,000
Insurance Company

Ebanks, Smith &               Legal fees                $112,322
Carlson

American International        Trade debt                $100,000
Recovery

CNA                           Insurance                  $81,163

Iron Mountain Records         Trade debt                 $75,419

Atlantic Mutual Ins.          Insurance                  $67,731

Law Offices of Randy          Legal fees                 $66,008
Leavitt

Cornell, Smoth & Mierl        Legal fees                 $58,983
LLP

Minton, Burton, Foster &      Legal fees                 $55,995
Collins, PC

Lorance & Thompson            Legal fees                 $49,857

Bobie Monroe                  Legal settlement           $40,000

Bowen Riley Warnock &         Legal fees                 $37,196
Jacobson, PLC

Haynes & Boone, LLP           Legal fees                 $34,331

Staples                       Trade debt                 $32,684

Gjerset & Lorenz, LLC         Legal fees                 $32,650

Holden CApron Carr            Legal fees                 $30,220

Donna Bowen                   Legal settlement           $30,000

Brian Murphy                  Legal settlement           $30,000

Terri Rose and Mario          Legal settlement           $30,000
McDonald

ProClaim America, Inc.        Legal fees                 $28,290

American Express              Trade debt                 $26,546

Ron Volper                    Trade debt                 $25,241

Catherine Rodriguez           Legal settlement           $25,000

Merlo Kanofsky                Legal fees                 $24,883

Fulbright & Jaworski, LLP     Legal Fees                 $23,713

Davis & Davis, PC             Legal fees                 $21,123

Boyd & Greene                 Legal fees                 $20,449

Akerman Senterfitt            Legal fees                 $19,128

BDO Seidman, LLP              Audit fees                 $18,396

Butler, Pappas                Legal fees                 $17,489
Weihmuller, Katz Craig

Lewis Brisnois Bisgaard       Legal fees                 $16,680
& Smith


CENTENNIAL COMMS: Posts $4.2 Million Net Income for First Quarter
-----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) reported income
from continuing operations of $4.2 million, or $0.04 per diluted
share, for the fiscal third quarter of 2005 as compared to a loss
from continuing operations of $14.3 million, or $0.14 per diluted
share, in the fiscal third quarter of 2004.

This includes a $36.4 million pre-tax charge for accelerated
depreciation on the Company's existing wireless network in Puerto
Rico, partially offset by a $28.8 million income tax benefit
related to the network depreciation charge and the reversal of a
tax reserve.  Consolidated adjusted operating income from
continuing operations for the fiscal third quarter was
$90.9 million, as compared to $78.3 million for the prior year
quarter.

"Centennial continues to build on its competitive advantage by
locally tailoring the customer experience in a winning combination
of attractive and growing markets," said Michael J. Small,
Centennial's chief executive officer.  "These financial results
demonstrate our consistent ability to win with this strategy."

Centennial reported fiscal third-quarter consolidated revenue
from continuing operations of $221.8 million, which included
$97.2 million from U.S. wireless and $124.6 million from Caribbean
operations.  Consolidated revenue from continuing operations grew
13 percent versus the fiscal third quarter of 2004.  The Company
ended the quarter with 1,162,700 subscribers, which compares to
1,023,500 for the year-ago quarter and 1,088,300 for the previous
quarter ended November 30, 2004.

"We remain encouraged by our track record of execution across all
of our businesses and continue to reach significant milestones in
our deleveraging progress," said Centennial chief financial
officer Thomas J. Fitzpatrick.  "We expect our strong operating
momentum and balanced success to continue as we close our fiscal
year."

                           Other Highlights

   -- On December 28, 2004, the Company completed the sale of its
      Puerto Rico cable television properties to an affiliate of
      Hicks, Muse, Tate & Furst Incorporated for approximately
      $155 million in cash.  The net proceeds from the transaction
      will be used to fund ongoing capital requirements.

   -- On January 28, 2005, the Company completed its redemption of
      $115 million aggregate principal amount of its $300 million
      outstanding 10-3/4 percent Senior Subordinated Notes due
      December 15, 2008.  The Company also recently announced the
      redemption of an additional $40 million of its $185 million
      outstanding 10-3/4 percent Senior Subordinated Notes.  The
      redemption is expected to occur on or about April 25, 2005
      at a redemption price of 103.583 percent.

   -- On February 10, 2005, the Company amended its senior secured
      credit facility, lowering the interest rate on term loan
      borrowings by 50 basis points through a reduction in the
      LIBOR spread from 2.75 percent to 2.25 percent.

   -- On March 1, 2005, the Company entered into an interest rate
      swap agreement to hedge variable interest rate risk on $250
      million of its $594 million of variable interest rate terms
      loans.  The swap is effective as of March 31, 2005 for a
      two-year term at a fixed interest rate of 6.29 percent.

                  Centennial Segment Highlights

U.S. Wireless Operations

   -- Revenue was $97.2 million, a 6 percent increase from last
      year's third quarter.  Retail revenue fell $0.6 million, a 1
      percent year-over-year decrease.  Roaming revenue increased
      15 percent from the prior year quarter as a result of
      increased traffic from strong growth in GSM minutes.
      Despite recent growth, Centennial does not expect long-term
      growth in roaming revenue, and anticipates that roaming
      revenue will remain a small percentage of consolidated
      revenue in future periods.

   -- AOI was $36.6 million, a 3 percent year-over-year decrease,
      representing an AOI margin of 38 percent.  AOI was
      unfavorably impacted by increased equipment expense related
      to GSM handset upgrades, partially offset by strong growth
      in roaming and Universal Service Fund revenue.

   -- U.S. wireless ended the quarter with 544,400 subscribers,
      which compares to 548,900 for the year-ago quarter and
      544,900 for the previous quarter ended November 30, 2004.
      Customer growth was flat during the quarter as Centennial
      continued to emphasize profitability in its U.S. wireless
      markets, with renewed subscriber growth expected from the
      launch of Grand Rapids and Lansing, Michigan.

   -- Capital expenditures were $14.5 million for the fiscal third
      quarter as U.S. wireless continued to invest in GSM
      deployment in its Southeast footprint and to build out its
      new markets in Grand Rapids and Lansing, Michigan.

Caribbean Wireless Operations

   -- Revenue was $90.5 million, an increase of 16 percent from
      the prior-year third quarter, driven primarily by record
      subscriber growth.

   -- Average revenue per user declined during the quarter
      primarily due to the continued impact of strong prepaid
      subscriber growth in the Dominican Republic.

   -- AOI totaled $35.9 million, a 27 percent year-over-year
      increase, representing an AOI margin of 40 percent. AOI was
      favorably impacted by record subscriber growth and improved
      cost management during the fiscal third quarter.

   -- Caribbean wireless ended the quarter with 618,300
      subscribers, which compares to 474,600 for the prior year
      quarter and to 543,400 for the previous quarter ended
      November 30, 2004.  Customer growth benefited from steady
      postpaid subscriber growth in Puerto Rico combined with
      record prepaid subscriber growth in the Dominican Republic
      during the period.

   -- Capital expenditures were $17.3 million for the fiscal third
      quarter as Caribbean wireless continued to invest in the
      replacement and upgrade of its Puerto Rico wireless network.

Caribbean Broadband Operations

   -- Revenue was $37.2 million, an increase of 26 percent year-
      over-year, driven by strong access line growth and inter-
      carrier compensation revenue.

   -- AOI was $18.4 million, a 52 percent year-over-year increase,
      representing an AOI margin of 50 percent. AOI benefited from
      approximately $2.5 million of inter-carrier compensation
      revenue related to prior years.

   -- Switched access lines totaled approximately 59,200 at the
      end of the fiscal third quarter, an increase of 11,100
      lines, or 23 percent from the prior year quarter.  Dedicated
      access line equivalents were 234,900 at the end of the
      fiscal third quarter, a 14 percent year-over-year increase.

   -- Wholesale termination revenue was $4.0 million, a 35 percent
      year-over-year decrease, primarily due to a decrease in
      southbound terminating traffic to the Dominican Republic.

   -- Capital expenditures were $4.8 million for the fiscal third
      quarter.

Revised Fiscal 2005 Outlook

   -- The Company projects growth in consolidated AOI from
      continuing operations to exceed its previously announced 7
      to 12 percent range for fiscal year 2005 over fiscal year
      2004, due to stronger than expected roaming revenue,
      non-recurring USF revenue related to a prior year of
      $5.5 million in U.S. wireless and $3.6 million of non-
      recurring items related to inter-carrier compensation
      adjustments in Caribbean broadband.  Consolidated AOI from
      continuing operations for fiscal year 2004 was $315.5
      million.  The Company has not included a reconciliation of
      projected AOI because projections for some components of
      this reconciliation are not possible to forecast at this
      time.

   -- Centennial announced a network replacement and upgrade
      during the fiscal third quarter primarily impacting its
      wireless network in Puerto Rico.  The upgrade, which is
      expected to increase capital expenditures by $15 million in
      fiscal 2005, will improve the network's performance and
      quality while also reducing future operating expenses and
      capital expenditures.  As a result of this upgrade, the
      Company accelerated the depreciation of its existing
      wireless network and recorded a depreciation charge of $36.4
      million during the quarter.  The Company expects an
      additional $35 to $40 million of depreciation expense
      related to the upgrade during the fiscal fourth quarter.

Centennial Communications (NASDAQ: CYCL), based in Wall, New
Jersey, is a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean
with over 1 million wireless subscribers.  The U.S. business owns
and operates wireless networks in the Midwest and Southeast
covering parts of six states.  Centennial's Caribbean business
owns and operates wireless networks in Puerto Rico, the Dominican
Republic and the U.S. Virgin Islands and provides facilities-based
integrated voice, data, video and Internet solutions.  Welsh,
Carson Anderson & Stowe and an affiliate of the Blackstone Group
are controlling shareholders of Centennial.  For more information
regarding Centennial, visit http://www.centennialwireless.com/
http://www.centennialpr.com/and http://www.centennialrd.com/

                         *     *     *

As previously reported in Troubled Company Reporter, Moody's
Investors Service placed the ratings of Centennial Communications
Corp., and its subsidiary, Cellular Operating Company, on review
for possible upgrade.  The review is based on the continued good
operating and financial performance of the company as well as the
reduction of debt with the proceeds from the sale of the cable
television assets.

The ratings placed on review are:

   -- Senior implied B3
   -- Issuer rating:
      -- Senior secured bank credit facility B2
      -- 10.125% Senior Notes due 2013 Caa1
      -- 8.125% Senior Notes due 2014
      -- 10.75% Senior Subordinated Notes due 2008


CHEMED CORP: Gets Subpoenas from Health Dept. Inspector General
---------------------------------------------------------------
Chemed Corporation (NYSE:CHE), which operates the nation's largest
provider of end-of-life care under the VITAS Healthcare
Corporation brand and commercial and residential plumbing and
drain cleaning services provider under the Roto-Rooter brand
reported that the Office of Inspector General for the Department
of Health and Human Services has served VITAS with civil subpoenas
relating to VITAS' alleged failure to appropriately bill Medicare
and Medicaid for hospice services.

As part of this investigation, the OIG has selected 80 sets of
patient records from each of VITAS' three largest programs for
review.  In addition, another 80 patient records were selected
from various programs.  These patient records requested cover the
time period 1997 through the current period.

The type of documents and records requested are similar to those
provided in a previous industry wide OIG investigation titled
Operation Restore Trust.  This investigation, which focused on
patient records from 1995 to 1998, audited six VITAS hospice
programs and over 1,000 patients' records.  At the conclusion of
the OIG investigation, no adverse actions were taken against
VITAS.  Two of the three programs specifically identified in the
current OIG investigation are included in the six programs
previously investigated by the OIG.

"VITAS is fully cooperating with the OIG in this investigation,
stated Kevin McNamara, Chemed CEO.  "We believe the OIG plays a
vital role to ensure all providers follow the Medicare and
Medicaid rules and procedures.  This creates an environment that
allows patients to receive appropriate access and quality
outcomes.  Following these procedures and documenting relevant
aspects of admissions, billings and plans-of-care are the best way
to have a positive outcome from any review, audit or
investigation.  That is why the VITAS hospice approach has been
built on a platform of internal systems that allows for monitoring
and documentation of plans-of-care provided to all of our
patients," stated Mr. McNamara.  "It has been VITAS' goal to have
these systems track relevant metrics to satisfy any concerned
stakeholder that VITAS provides outstanding care in a manner that
is consistent with both the intent and literal interpretation of
the Medicare Hospice Benefit.  These systems and resulting
documentation were instrumental in supporting VITAS' billing
practices during the OIG's Operation Restore Trust investigation."

"VITAS, as the nation's largest provider of end-of-life care,
frequently consults with governmental agencies, institutions and
hospice associations concerning such matters as benefit policies,
patient care, clinical studies and systems capabilities.  Based
upon this experience, we believe VITAS has developed systems and
procedures that meet or exceed those necessary to support Medicare
and Medicaid billings."

The OIG has not disclosed the origin of the subpoenas or
investigation.  The Company said it is unable to predict the
outcome of the investigation or the impact, if any, that the
investigation may have on the business, results of operations,
liquidity or capital resources.

Chemed is the industry leader in two disparate business segments:
hospice care services and plumbing and drain cleaning.  Through
its 35 hospice-care programs, Chemed offers physician and nursing
care, social services, bereavement support, and other palliative
services to more than 9,000 terminally ill patients (on an average
daily basis) and their families.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service assigned a Ba2 senior implied rating to
Chemed Corporation's proposed credit facilities, and a Ba3 rating
to the Company's existing senior notes.  Moody's also assigned an
SGL-1 liquidity rating to the Company.  The ratings outlook is
stable. This is the first time Moody's has assigned ratings to
Chemed Corp.

The ratings assigned:

   * $140 Million Senior Secured Revolver maturing 2010 -- Ba2

   * $85 Million Senior Secured Bank Debt maturing 2010 -- Ba2

   * $150 Million 8.75% Senior Notes due 2011 -- Ba3

   * Senior Implied -- Ba2

   * Senior Unsecured Issuer Rating -- Ba3

   * SGL -- 1

   * Outlook -- Stable

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Standard & Poor's Ratings Services raised its ratings on
Cincinnati, Ohio-based hospice, plumbing, and drain cleaning
services provider Chemed Corporation.  The corporate credit rating
was raised to 'BB-' from 'B+', the senior secured debt rating to
'BB' from 'B+', and the senior unsecured debt rating to 'B' from
'B-'.  At the same time, Standard & Poor's assigned a 'BB' rating
and a recovery rating of '1' to Chemed's new senior secured credit
facilities.  These consist of an $85 million senior secured term
loan and a $140 million revolving credit facility, both due in
2010.

Standard & Poor's also revised its outlook on Chemed to stable
from negative.


COMM SOUTH: Disclosure Statement Hearing Set for April 25
---------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas will convene a hearing at
1:30 p.m., on April 25, 2005 to consider the adequacy of the
Amended Disclosure Statement explaining the Amended Plan of
Reorganization filed by Comm South Companies, Inc. and its
debtor-affiliates.

The Debtors filed their Amended Disclosure Statement and Amended
Plan on March 21, 2005.

Under the Plan, the Debtors contemplate they will continue in
business through February 2006, or longer should regulations allow
them to continue their bundled network element platforms
operations after February 2006.  The Debtors believe that during
this period, they will accrue net operating profits each month to
be used to fund payments to creditors as provided in the Plan.
Following termination of business activities, or prior to that
date if feasible, the Debtors will liquidate their remaining
assets for the benefit of their creditors.

Following confirmation of their Plan, the Debtors will continue to
operate their network element platforms agreements with their
ILECs, and their contracts with Davel Communications, Inc., and
DialAfford, LLC, as provided in Article IV of the Plan.

However, if in any month, Net EBITDA falls below zero, the
Debtors' business operations will cease and the Effective Date of
the Plan will occur at the end of the month following the month in
which Net EBITDA is negative.

The Plan groups claims and interests into six classes.

Unimpaired claims consist of:

   a) Priority Claims to be paid in full after the Effective Date
      and on the date those claims become Allowed Priority Claims;

   b) Secured Tax Claims of the Texas Comptroller of Public
      Accounts to receive An Allowed Secured Claim in the
      principal amount of $544,219, in accordance with these
      payment schedules:

         (i) a 24-month payout, beginning on the 15th day of the
             month after the Plan's confirmation, with monthly
             payments of $7,558 in the first 12 months and monthly
             payments of $11,338 in the next 12 months, and

        (ii) a balloon payment in the 25th month totaling
             $317,467;

   c) Other Secured Claims will receive on or before the Effective
      Date, their unaltered legal, equitable, or contractual
      rights with respect to Class 3 Claims, or the Collateral
      that is subject to those holders' Class 3 Claims, or Cash in
      the amount of the Allowed Class 3 Claims;

Impaired Claims consist of:

   a) LEC Cure Claims, from Class 4a to Class 4L will be fully
      satisfied, discharged and released as of the Effective Date
      if the executory contracts under those Claims are assumed by
      the Debtors on or before the Effective Date;

   b) Allowed Unsecured Claims will receive, after the Effective
      Date, their Pro Rata share of the proceeds of the Debtors'
      operations and liquidation of its assets, including the
      proceeds of any Avoidance Actions, after payment of Allowed
      Administrative Claims, Allowed Class 1 Claims, Allowed Class
      2 Claims, Allowed Class 3 Claims, and Allowed Class 5
      Claims; and

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

Full text copies of the Amended Disclosure Statement and Amended
Plan are available at no charge at:

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

        - and -

  http://bankrupt.com/misc/CommSouthAmendedChapter11Plan.pdf

Objections to the Disclosure Statement, if any, must be filed and
served by April 15, 2005.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it estimated
assets of $1 million to &10 million and debts of $50 million to
$100 million.


CONSTELLATION BRANDS: Earns $276.5 Million of Net Income in 2004
----------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) reported record
net sales and net income for its fiscal year ended Feb. 28, 2005.
For the first time in the company's 60-year history, reported
annual net sales topped $4 billion, up 15 percent versus the prior
year.  The company also announced a two-for-one stock split of
both its class A and class B shares, to be distributed on May 13,
2005, to stockholders of record on April 29, 2005.

"We had a monumental year in which we continued to gain momentum
and generate true growth, which is growth that produces
incremental returns above our cost of capital," stated Richard
Sands, Constellation Brands chairman and chief executive officer.
"Our worldwide team created true growth across our businesses by
its adept management of our existing brands, introduction of new
products and integration of the key acquisition of Robert Mondavi,
as well as the addition of the Ruffino and Effen Vodka brands.
Pursuing and capturing true growth is ingrained in our corporate
culture and values."

                       Fiscal Year Results

Net sales, as reported under generally accepted accounting
principles, for fiscal 2005 totaled $4.09 billion, up 15 percent,
driven by growth in the company's branded wine, U.K. wholesale and
beer businesses, and from the Dec. 22, 2004, acquisition of The
Robert Mondavi Corporation.  Currency contributed four percent of
the increase.  Both reported net income of $276.5 million and
diluted earnings per share of $2.37 set records, and were up 25
percent and 15 percent, respectively, over the prior year.

Fiscal 2005 and fiscal 2004 reported results include acquisition-
related integration costs, restructuring and related charges and
net unusual costs which totaled $37.6 million after tax or $0.33
per share for fiscal 2005, and $46.1 million after tax or $0.43
per share for fiscal 2004.  Excluding these items, net income and
diluted earnings per share on a comparable basis increased 18
percent to $314.1 million and eight percent to $2.70,
respectively, for fiscal 2005.

For the year, pro forma net sales on a comparable basis increased
13 percent including four percent from currency.  The comparable
pro forma net sales increase included $31 million of sales from
Hardy Wine Company Limited for March 2003, as well as $43 million
from Robert Mondavi for January and February 2004, and excluded
$9.2 million of relief from certain excise tax, duty and other
costs incurred in prior year periods, which were recorded in the
fourth quarter of fiscal 2004.

"Because we are committed to an entrepreneurial business model
that fosters decision making close to our customers and markets,
we enjoy the best of a disciplined approach to business and the
creativity and vision required to continue growing the net sales
of our existing business at six to eight percent annually.
Combining this with value added acquisitions, our goal is to
achieve 15 percent net sales growth annually to meet our stated
objective of doubling the size of the company every five years,"
explained Sands.  "Having the right products across the wines,
beers and spirits categories, combined with real insight into what
consumers want, gives us superlative tools to grow our business
and create greater shareholder value over time."

                     Constellation Wines Results

For fiscal 2005, Constellation wines net sales totaled
$2.85 billion, up 19 percent, driven by growth in the branded wine
and U.K. wholesale businesses, the acquisition of Robert Mondavi
and a six percent favorable impact from currency.  Pro forma
Constellation wines net sales for the year, which include
$31 million of sales from Hardy for March 2003 and $43 million
from Robert Mondavi for January and February 2004, increased 15
percent, including seven percent from currency.

Branded wine net sales increased 18 percent to reach
$1.83 billion, driven by the acquisition of Robert Mondavi,
volume growth, and a four percent benefit from currency.  Pro
forma branded wine net sales for the year increased 13 percent,
including four percent from currency.

Net sales of branded wine in the U.S. increased 14 percent, driven
by $84 million of net sales from brands acquired in the Robert
Mondavi acquisition, as well as from volume gains by Ravenswood,
Alice White, Blackstone, Hardys, Simi, Franciscan Oakville Estate,
Estancia, Nobilo, Covey Run and La Terre.

Net sales of branded wine in the U.S. increased in part by
distribution gains on focus brands given incremental marketing
support such as Hardys, Ravenswood, Alice White and Blackstone.
According to Information Resources Inc. data for the 52 weeks
ending Feb 20, 2005, the company's focus brands increased all
commodity volume distribution throughout the year by 12 percent or
more, with corresponding volume increases of 72 percent for
Hardys, 55 percent for Ravenswood, 49 percent for Alice White and
27 percent for Blackstone.

"The investments we made in focus brands during fiscal 2005
contributed significantly to our overall true growth for the
year," said Sands.  "Our disciplined approach to marketing support
for strategic brands helps us to maximize the return for each
dollar we invest in a brand.  This is a disciplined approach we
will continue to take when allocating marketing funds in the
future.  It makes business sense, and results in true growth for
our portfolio."

Net sales of branded wine in the U.S. also benefited from the
company's fine wine portfolio growth and new products introduced
throughout the year, such as Turner Road, Monkey Bay, Kelly's
Revenge, Lorikeet and Twin Fin, as well as others.

Branded wine net sales in Europe grew 24 percent, including a 12
percent benefit from currency, with volume gains from Hardys
Voyage, Hardys VR, Banrock Station, Nobilo and Stowells, as well
as from Paul Masson, Echo Falls and other California wines in the
company's portfolio.  Demand for California and Australian wines
continues to increase in Europe and Constellation Brands continues
to benefit from this consumer trend.  Branded wine net sales in
Australasia were up 28 percent, benefiting from one additional
month of sales from Hardy in fiscal 2005 and nine percent from
currency.

Wholesale and other net sales were up 21 percent for the year,
including an 11 percent benefit from currency.

Constellation wines operating income for the year totaled
$406.6 million for fiscal 2005, a 17 percent increase over fiscal
2004. For the year, the segment's operating margins decreased
slightly due, in part, to the investment in focus brands and mix.

               Constellation Beers and Spirits Results

Annual net sales for beers and spirits reached $1.24 billion, an
eight percent increase over the prior year.  Beer posted a seven
percent increase in net sales for the year with the majority of
the gain coming from a price increase in the Mexican portfolio, as
well as slight volume gains in St. Pauli Girl and Tsingtao.  "Our
Mexican beer portfolio has maintained market share despite the
price increase initiated last year. We believe that the Modelo
portfolio has maintained its inherent momentum with the consumer
and will continue to grow and gain share," stated Sands.  "Our
beer business performed in line with expectations following the
price increase and we're optimistic about the future growth
potential and strength of our imported beer portfolio."

Branded spirits net sales for 2005 grew five percent, while
production services grew 58 percent, resulting in total spirits
growth of 10 percent.  Black Velvet Canadian Whisky, the 99 line,
Barton Vodka and the di Amore line were among the brands that
contributed to solid branded spirits sales.

"Our spirits business has been buoyed by a general movement back
to spirits and mixed drinks," explained Sands.  "We continue to
innovate and move our overall portfolio toward higher margin
premium products such as the 99 family, Ridgemont Reserve 1792 and
Effen Vodka brands from our new joint venture."  Operating income
for Constellation beers and spirits totaled $276.1 million, an
increase of nine percent over the prior year, while operating
margins increased slightly.

            Robert Mondavi, Ruffino and Effen Contribute

"Our acquisition of Robert Mondavi is already generating true
growth by exceeding our expectations," said Mr. Sands. "We're
seeing encouraging interest in the brand throughout Europe, where
the Robert Mondavi portfolio will be part of Constellation
Europe's fine wine business.  We're also seeing renewed momentum
in the U.S., although we only owned the portfolio for a portion of
the fourth quarter."

Regarding Constellation's 40 percent ownership of Ruffino, which
was acquired in early Dec. 2004, IRI data indicates the portfolio
experienced healthy growth in the U.S., up three times the Italian
wine category during the last 12 months.  The trend is encouraging
for Constellation, which gained U.S. distribution rights for the
brand on Feb. 1, 2005.

"We're also pleased by the initial contributions made by Effen
Vodka since Constellation completed its investment in late
December 2004," said Sands.

                     Fourth Quarter Results

Reported net sales for the fourth quarter of fiscal 2005 totaled
$1.04 billion, an 18 percent increase versus the prior year
quarter.  Reported net income and diluted earnings per share
totaled $47.6 million and $0.40 per share, a decrease of 24
percent and 27 percent, respectively, from the prior year.  Fourth
quarter results include acquisition-related integration costs,
restructuring and related charges and net unusual costs or gains.
Net income and diluted earnings per share on a comparable basis,
which exclude net costs of $25.5 million after tax, or $0.22 per
share for the fourth quarter of fiscal 2005, and a net gain of
$1.0 million, or $0.01 per share for the fourth quarter of fiscal
2004, increased 18 percent to $73.2 million and 15 percent to
$0.62 per share, respectively, for the fourth quarter of fiscal
2005.

Pro forma net sales on a comparable basis for the fourth quarter
increased 13 percent, including two percent from currency.  The
comparable pro forma net sales included $43 million of sales from
Robert Mondavi for January and February 2004, and excluded
$9.2 million of relief from certain excise tax, duty and other
costs incurred in prior year periods.

             Quarterly Constellation Wines Results

For the fourth quarter of fiscal 2005, Constellation wines net
sales totaled $794.7 million, up 26 percent driven by the
acquisition of Robert Mondavi, growth in branded wine, and a three
percent favorable impact from currency.  Pro forma Constellation
wines net sales for the quarter, which include $43 million of
sales from Robert Mondavi for January and February 2004, increased
18 percent, including three percent from currency.  Branded wine
net sales increased 38 percent to reach $543.8 million, driven by
the acquisition of Robert Mondavi, volume growth and a two percent
benefit from currency.  Pro forma branded wine net sales for the
quarter increased 25 percent, including two percent from currency.

Net sales of branded wine in the U.S. increased 46 percent
including $84 million of sales from the Robert Mondavi portfolio.
Branded wine net sales in Europe grew 16 percent in the quarter,
including a seven percent impact from currency.  Australasia
branded wine net sales were up 41 percent in the quarter,
including a three percent benefit from currency.

Wholesale and other sales increased seven percent in the fourth
quarter, including a six percent currency benefit.

Operating income for the wines segment totaled $123.5 million, a
37 percent increase over the fourth quarter of fiscal 2004.

         Quarterly Constellation Beers and Spirits Results

Net sales for beers and spirits totaled $243 million in the fourth
quarter and was essentially even with the prior year period. Beer
net sales decreased four percent in the fourth quarter.  Shipments
and depletions were down in the fourth quarter due to the
challenge of overcoming the buy-in by distributors and sell-
through from promotional activities at retail preceding the price
increase last year for the Mexican imported beer portfolio, which
was anticipated and previously communicated.  Based on IRI data
for the 13-week period ending Feb. 20, 2005, Constellation's total
beer portfolio in food stores, in its territories, was up
4.5 percent in volume and maintained market share versus a year
ago.

For the quarter, spirits net sales grew 11 percent, reflecting an
increase in branded spirits net sales of six percent and 49
percent for production services.

Operating income for beers and spirits totaled $53.1 million, an
increase of six percent over the prior year period.

                              Summary

"Our balanced portfolio approach, combined with geographic
diversity, helped us to generate consistent growth performance
throughout the year," explained Sands.  "When branded wine was a
little below trend, beer performed well during the first half of
the year, and conversely, branded wine performed well in the back
half of the year when beer faced difficult comparisons.  Spirits,
wholesale and production services consistently exceeded
expectations.  Our portfolio growth, combined with new product
introductions and strategic acquisitions, give us the momentum to
continue on the growth course we've set for ourselves moving
forward, which we are confident will generate incremental true
growth and shareholder value in the future."

                        Stock Split Details

Constellation's board of directors has approved a two-for-one
stock split of both the company's class A common stock and class B
common stock, to be distributed in the form of a stock dividend
on, or about, May 13, 2005, to stockholders of record on April 29,
2005. Pursuant to the terms of the stock dividend, each holder of
class A common stock will receive one additional share of class A
stock for each share of class A stock held, and each holder of
class B common stock will receive one additional share of class B
stock for each share of class B stock held. The financial
statements included in this news release do not reflect the effect
of these stock splits. "Based on the recent performance of our
stock, the board felt it was the appropriate time to authorize
these stock splits," said Sands.

Constellation Brands, Inc. -- http://www.cbrands.com./-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Constellation Brands is also the
largest fine wine company in the United States.  Well-known brands
in Constellation's beverage alcohol portfolio include: Corona
Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr.
Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville
Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist,
Stowells and Blackthorn.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s proposed $2.9 billion senior secured credit
facility from which the proceeds will be used to finance the
approximately $1.4 billion purchase of The Robert Mondavi
Corporation (no debt rated by Moody's) announced in November 2004.
The secured debt rating is one notch lower than the Ba1 rating for
Constellation's existing $1.2 billion facility due to the
substantial amount of incremental debt and the reduction in excess
collateral coverage in a distress scenario.  Concurrent with the
rating assignment (and prospective withdrawal of the existing
secured debt rating), Moody's confirmed Constellation's existing
ratings and assigned a stable ratings outlook.


CWMBS: Fitch Affirms 11 and Ups 6 Low-B Ratings on Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on CWMBS, Inc. residential
mortgage-backed pass-through certificates:

   Series 1999-6 (Alt 1999-1)

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA' from 'A+';
      -- Class B3 affirmed at 'BB';
      -- Class B4 remains at 'CCC'.

   Series 2001-21 (Alt 2001-10)

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 affirmed at 'BB';
      -- Class B4 affirmed at 'B'.

   Series 2002-3 group 1

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'A+' from 'BBB+';
      -- Class B3 upgraded to 'BBB' from 'BB';
      -- Class B4 upgraded to 'B+' from 'B'.

   Series 2002-3 groups 2 and 3

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'A+' from 'BBB+';
      -- Class B3 upgraded to 'BBB' from 'BB';
      -- Class B4 upgraded to 'BB' from 'B'.

   Series 2002-13 (Alt 2002-8)

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 upgraded to 'AA' from 'A+';
      -- Class B2 affirmed at 'BBB+';
      -- Class B3 affirmed at 'BB';
      -- Class B4 affirmed at 'B'.

   Series 2002-16

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 upgraded to 'A' from 'BBB';
      -- Class B4 upgraded to 'BBB' from 'B+'.

   Series 2002-34

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 upgraded to 'AA+' from 'AA';
      -- Class B2 upgraded to 'A+' from 'A-';
      -- Class B3 upgraded to 'BBB' from 'BB+';
      -- Class B4 upgraded to 'BB' from 'B+'.

   Series 2002-36

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 upgraded to 'AA+' from 'AA';
      -- Class B2 upgraded to 'A' from 'BBB+';
      -- Class B3 upgraded to 'BBB-' from 'BB+';
      -- Class B4 upgraded to 'BB-' from 'B'.

   Series 2003-1

      -- Class A affirmed at 'AAA';
      -- Class M upgraded to 'AAA' from 'AA+';
      -- Class B1 upgraded to 'AA-' from 'A+';
      -- Class B2 affirmed at 'BBB+';
      -- Class B3 affirmed at 'BB';
      -- Class B4 affirmed at 'B'.

   Series 2003-3

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AA';
      -- Class B1 affirmed at 'A';
      -- Class B2 affirmed at 'BBB';
      -- Class B3 affirmed at 'BB';
      -- Class B4 affirmed at 'B'.

   Series 2003-11

      -- Class A affirmed at 'AAA';
      -- Class M upgraded to 'AA+' from 'AA';
      -- Class B1 upgraded to 'A+' from 'A';
      -- Class B2 affirmed at 'BBB';
      -- Class B3 affirmed at 'BB';
      -- Class B4 affirmed at 'B'.

The affirmations reflect asset performance and credit enhancement
consistent with expectations and affect $1.4 billion of
outstanding certificates.

The upgrades, affecting approximately $75 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.  As of the
March 25, 2005, distribution date, the credit enhancement for the
upgraded classes increased between two and 10 times original
credit enhancement levels.  The pool factors (current mortgage
loan principal outstanding as a percentage of the initial pool)
ranged from 10% to 47% on these deals.

The underlying collateral for all the transactions consists of
conventional, fully amortizing 15- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties.

Further information regarding delinquencies, losses, and credit
enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/


DADE BEHRING: Moody's Assigns Ba1 Rating to Planned $600M Facility
------------------------------------------------------------------
Moody's Investors Service upgraded Dade Behring Inc.'s ratings
(senior implied to Ba1 from Ba3), reflecting a significant
reduction in total outstanding long-term debt and better than
anticipated operating results.  Concurrently, Moody's assigned a
rating of Ba1 to Dade Behring Inc.'s proposed $600 million senior
secured credit facility.  Following these rating actions, the
ratings outlook is stable.

The list of Moody's rating actions:

    Ba1 assigned to the proposed $600 million senior secured
     credit facility, due 2009;

    Upgraded the $118 million Term Loan B, due 2008, to Ba1, from
     Ba3 (to be withdrawn concurrent with the proposed
     transaction);

    Upgraded the existing Senior Implied Rating to Ba1 from Ba3;

    Upgraded the existing Senior Unsecured Issuer Rating to Ba2
     from B1;

    Upgraded the $275 million Senior Subordinated Notes due 2010
     to Ba3 from B2;  and

    Affirmed the SGL-1 speculative grade liquidity rating.

The upgrade of the senior implied rating to Ba1 from Ba3 reflects
the reduction of outstanding long-term debt from $643.4 million at
the end of 2003 to $433.6 million at the end of 2004.
Subsequently, Dade Behring has repaid an additional $40 million in
bank term debt during the first quarter of 2005.

Dade Behring has continued to demonstrate strong operating
momentum with 8.6% revenue growth in 2004 (4.0% after adjusting
for foreign exchange), an expansion in operating margins by 200
basis points to 12.3% of revenue, and solid cash flow from
operations.  The combination of better than expected debt
repayment and operating results has translated into an improvement
in the company's credit metrics.  The ratio of cash flow from
operations to adjusted total debt (reflecting an adjustment for
operating leases) has increased from 31.5% in 2003 to 40.7% in
2004.

Although capital expenditures have risen, Dade Behring's free cash
flow to adjusted debt has also expanded from 18.4% in 2003 to
20.5% in 2004.  Similarly, debt to total capital has fallen from
48% to 34% in the past year, and debt to EBITDA has dropped from
2.3 times to 1.4 times.

The upgrade also considers Dade Behring's:

   * recurring revenue stream from its reagent;
   * consumable and service revenues (90% of 2004 revenues);
   * closed nature of its instruments;
   * high retention rate of existing customers;
   * growing installed base of instruments;
   * multi-year contracts for non-hardware services;  and
   * increasing market share in all of its key product categories.

The company also benefits from strong product leadership, and
customer and geographic diversification.  Dade Behring's unique
approach to the workstation market has allowed the company to
establish strong leadership in the low volume and mid-tier volume
laboratories.  The Dimension Vista product, expected to launch in
the middle of 2006, presents a similar opportunity to penetrate
the high-volume segment of the market.

Offsetting these strengths, the ratings are constrained by the
fact that Dade Behring must compete against larger, better
capitalized companies such as Roche, Abbott Laboratories, Beckman
Coulter and Johnson and Johnson.  Further, the global Clinical
Diagnostics market is highly mature and is only growing between 3%
to 5% a year.

As a result, Moody's is concerned that Dade Behring may acquire a
larger competitor to supplement its internal rate of growth.
While there are benefits to scale and a larger customer base, such
a transaction could negatively affect the company's financial
flexibility by increasing operating and financial risk.

In addition, the reimbursement environment could prove to be more
challenging in the future as several countries such as Germany,
France, and Japan have implemented cost containment measures to
restrain the growth in healthcare spending.  In the U.S, Medicare
has eliminated any pricing increases for laboratory tests for the
next few years.  These reimbursement changes could negatively
affect Dade Behring's hospital and laboratory customers,
pressuring pricing and gross margins.

The ratings are also limited by the company's exposure to foreign
currency fluctuations and to higher interest rates (a majority of
Dade Behring's debt has a variable rate of interest).  While the
company hedges this exposure, there is no guarantee that it can
adequately offset this risk.

The stable rating outlook reflects Moody's belief that Dade
Behring will continue to reduce debt and increase cash flow
through mid single digit revenue growth and operating margin
expansion.  At the current rating level, Moody's assumes that Dade
Behring will continue to generate free cash flow equal to at least
20% of adjusted debt, and hold its debt to capital ratio at or
below 40% (currently 34%).  If debt continues to decline faster
than anticipated or if the company can improve upon these metrics
and Moody's believes the improvement is sustainable, the rating
could be upgraded.

Conversely, if intense competition, reimbursement changes, or
other factors lead to slower revenue growth, increased margin
pressure and a contraction in the level of free cash flow, the
outlook could change to negative.  Although not expected in the
near future, the acquisition of a major competitor that would
significantly increase the amount of outstanding debt would likely
result in an immediate ratings downgrade.  Dade Behring plans to
enter into a new $600 million senior secured credit facility due
2009.

Subsequent to the closing of the facility, Dade Behring intends to
repay the term loan under its existing credit facility.  Later in
the year, Dade Behring will use the proceeds from the new credit
facility to retire its outstanding senior subordinated notes,
resulting in a significant reduction in the annual interest
expense.  Because the new senior secured credit facility will be
the only source of debt financing, Moody's did not notch its
ratings above the senior implied rating.

Although final terms are still being resolved, the affirmation of
Dade Behring's SGL-1 rating reflects Moody's anticipation that
Dade Behring will have ample room under the covenants, and also
reflects Dade Behring's good free cash flow and lack of scheduled
near term debt maturities.

Dade Behring, Inc., based in Deerfield, Illinois, is a leading
manufacturer and distributor of in vitro diagnostic products and
services to clinical laboratories.  The company's revenues in 2004
were approximately $1.6 billion.


DII/KBR: Gets Court Nod to Delay Entry of Final Decree
------------------------------------------------------
As previously reported, Reorganized DII Industries, LLC, and its
debtor-affiliates asked the United States Bankruptcy Court for the
Western District of Pennsylvania to extend their time to file a
request for entry of a final decree until May 10, 2005, if no
arbitrations are commenced on or before April 5, 2005, or,
alternatively, on October 15, 2005, if one or more arbitration
proceedings are commenced within that timeframe.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Nicholson
Graham, LLP, in New York, reminds the Court that that the
Reorganized Debtors established an arbitration protocol and
timeline that is consistent with their Plan.

That arbitration protocol provides that:

    (i) all arbitrations will be commenced no later than
        April 5, 2005;

   (ii) all arbitrations will be concluded by July 5, 2005;

  (iii) all decisions by arbitrators will be completed by
        August 5, 2005; and

   (iv) the Reorganized Debtors will certify to the Asbestos PI
        Trust and the Silica PI Trust the final payments to be
        made to the Qualifying Claimants by September 5, 2005,
        which will facilitate the disbursement of the amounts held
        by the Asbestos PI Trust and the Silica PI Trust by
        October 1, 2005, to Qualifying Claimants.

At the Debtor's behest, the Court approves the company's request
to delay entry of a final decree.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts. On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DSL.NET INC: Gets Noteholders Consent to Use $5 Mil. of Proceeds
----------------------------------------------------------------
DSL.net, Inc. (AMEX: BIZ), has received approval from its senior
secured noteholders to use the entire proceeds from the
$5.0 million financing that the Company closed in the fourth
quarter of 2004.

In October 2004, the Company borrowed $4.25 million pursuant to a
secured term note and established a $750,000 line of credit, which
the Company has not drawn down.  The Company's use of these funds
was subject to approval by DSL.net's senior secured note-holders.
Now that the proceeds of the financing have been made fully
available to the Company, all restricted cash attributable to this
financing and included in the Company's balance sheet as of
December 31, 2004, is now unrestricted.

"This is very good news for DSL.net because it provides us with
additional capital to further our pursuit of strategic and
financing objectives," said Kirby G. "Buddy" Pickle, chief
executive officer of DSL.net.  "To that end, we announced last
month that we have retained an investment banker to explore
strategic and financing alternatives that would allow us to
leverage our well-positioned network assets, subscriber base and
VoIP capabilities in the best interests of the Company and its
stockholders."

DSL.net, Inc. -- http://www.dsl.net/-- is a leading nationwide
provider of broadband communications services to businesses.  The
Company combines its own facilities, nationwide network
infrastructure and Internet Service Provider capabilities to
provide high-speed Internet access, private network solutions and
value-added services directly to small-and medium-sized businesses
or larger enterprises looking to connect multiple locations.
DSL.net product offerings include T-1, DS-3 and business-class DSL
services, virtual private networks, frame relay, Web hosting, DNS
management, enhanced e-mail, online data backup and recovery
services, firewalls and nationwide dial-up services, as well as
integrated voice and data offerings in select markets.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 30, 2005,
after reviewing DSL.net Inc.'s 2004 financial statements,
PricewaterhouseCoopers LLP says there's substantial doubt about
the company's ability to continue as a going concern.  The
auditing firm had similar doubts a year ago.  At Dec. 31, 2004,
DSL.net's balance sheet shows $40.8 million in assets and
$12.1 million in shareholder equity.  DSL.net's accumulated
deficit at Dec. 31, 2004, tops $342 million.  The Company reported
a $35.6 million net loss in 2004; a $53 million net loss in 2003;
and a $49.7 million net loss in 2002.


EASTMAN KODAK: Files 2004 Annual Report with SEC
------------------------------------------------
Eastman Kodak Company filed its 2004 Annual Report on Form 10-K
with the U.S. Securities and Exchange Commission, following the
completion of an accounting review announced on January 26, 2005.

The company's independent registered public accounting firm has
issued an unqualified opinion on the consolidated financial
statements included in the company's Form 10-K.

As a result of the review, the company announced that its 2004
earnings, on the basis of Generally Accepted Accounting
Principles, were $556 million versus the preliminary figures of
$649 million, or $2.16 per share, reported on January 26.  For
2003, the company's restated GAAP earnings were $253 million, or
$0.88 per share, versus $265 million, or $0.92 per share, reported
previously.

The company also adjusted its previously reported preliminary 2004
operational earnings of $789 million, or $2.62 per share, to
operational earnings of $690 million, or $2.30 per share.

For 2003, the previously reported operational earnings of
$623 million, or $2.15 per share, were adjusted to $631 million,
or $2.18 per share.

The adjustments involve the company's accounting for income taxes,
pensions and other post-retirement benefits, and other
miscellaneous items.  The adjustments had no material impact on
revenue, cash flow or the funding of pension and post-retirement
benefits.

The difference between 2004 operational earnings of $2.30 per
share and the $2.62 per share reported on January 26 reflects the
following items: 22 cents per share relates to the income-tax
accounting issues, including the previously disclosed
restructuring-related errors, as well as the recording of
valuation allowances on deferred tax assets and the resolution of
other tax-related items; 5 cents per share relates to pension and
other post-retirement accounting issues; and 5 cents per share
relates to miscellaneous items.

"We are pleased to conclude this review," said Robert H. Brust,
Kodak's Chief Financial Officer. "This situation stemmed from
inadvertent accounting errors, in part associated with the complex
restructurings necessitated by our digital transformation. We are
addressing the situation with significant improvements in those
areas where internal control issues exist. It is worth noting, as
we have said from the start, that these issues had no material
affect on Kodak's 2004 revenue, cash flow or financial strength."

Eastman Kodak Company is engaged primarily in developing,
manufacturing and marketing traditional and digital imaging
products, services and solutions to consumers, the entertainment
industry, professionals, healthcare providers and other customers.
For 2003, Kodak organized its business into four segments:
Photography, Health Imaging, Commercial Imaging and All Other. The
Photography segment includes digital and traditional products for
consumers, professional photographers and the entertainment
industry. Products of the Health Imaging segment include
traditional analog medical films, chemicals and processing
equipment. The Commercial Imaging segment derives revenues from
microfilm equipment and media, wide-format inkjet printers, inks
and media, scanners and graphics film products. The All Other
group derives revenues from the sale of organic light-emitting
diode displays, imaging sensor solutions and optical products to
other manufacturers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Fitch Ratings has downgraded Eastman Kodak Company:

     -- Senior unsecured debt to 'BB+' from 'BBB-';
     -- Commercial paper (CP) program to 'B' from 'F3'.

Fitch has also simultaneously withdrawn the CP rating.  The Rating
Outlook remains Negative.  Approximately $2.3 billion of debt is
affected by Fitch's action.


EL PASO: Restating 2003 Fin'l Reports to Reclassify Tax Benefits
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) will restate its 2003 fourth
quarter and annual 2003 consolidated statement of income in order
to reclassify a deferred tax benefit related to its discontinued
Canadian exploration and production operations.  These operations
were classified as discontinued operations in 2004, and in
accordance with generally accepted accounting principles, the
financial statements for 2003 and 2002 were revised to reclassify
revenue and expenses for these operations from continuing to
discontinued operations.  This revision should have included an
additional $82 million of deferred tax benefits associated with
the sale that was reported in continuing operations in El Paso's
recently filed 2004 annual report on Form 10-K.

The restatement will not impact 2003 net income, EBIT, or cash
flow.  Further it has no impact on the financial statements for
2004 and 2002.  The result of the 2003 restatement, which is shown
in the table below, is an increase in the loss per share from
continuing operations from $0.87 per share to $1.01 per share and
a corresponding benefit to discontinued operations.

     2003 Summarized Results
     ($ in millions)
                                    As Originally     Impact of
                                      Reported       Restatement  As
Restated
                                    -------------    -----------  ----------
-
    Operating income (loss)             $405             $---         $405
    Loss before income taxes          (1,074)             ---       (1,074)
    Income taxes (benefit)              (551)              82         (469)
                                        -----            -----        -----
    Loss from continuing operations     (523)             (82)        (605)
    Discontinued operations           (1,396)              82       (1,314)
    Cumulative effect of
     accounting changes                   (9)             ---           (9)
                                    ----------------------------------------
    Net loss                         $(1,928)            $---      $(1,928)
    Earnings per share impact
    Loss from continuing operations   $(0.87)          $(0.14)      $(1.01)
    Discontinued operations            (2.34)            0.14        (2.20)
    Cumulative effect of
     accounting changes                (0.02)             ---        (0.02)
                                    ----------------------------------------

    Net loss per share                $(3.23)             ---       $(3.23)
                                    ----------------------------------------

El Paso will file an amended 2004 Form 10-K shortly.  Investors
should not rely on the previously filed financial statements for
2003.

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

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

                         *     *     *

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

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

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

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

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

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

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

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


EQUIFIRST MORTGAGE: Fitch Puts Low-B Ratings on 3 Private Classes
-----------------------------------------------------------------
EquiFirst Mortgage Loan Trust Series 2005-1 $757.184 million home
equity loan asset-backed certificates are rated by Fitch Ratings:

    -- $563.38 million classes A-1, A-2, A-3, and A-4 'AAA';
    -- $44.90 million class M-1 'AA+';
    -- $26.86 million class M-2 'AA';
    -- $15.35 million class M-3 'AA-';
    -- $15.35 million class M-4 'A+';
    -- $14.58 million class M-5 'A';
    -- $14.58 million class M-6 'A-';
    -- $14.97 million class M-7 'BBB+';
    -- $10.36 million class M-8 'BBB';
    -- $7.68 million class M-9 'BBB-';
    -- $7.68 million privately offered class B-1 'BB+';
    -- $13.82 million privately offered class B-2 'BB';
    -- $7.68 million privately offered class B-3 'BB-'.

The 'AAA' rating on the senior certificates reflects the 26.60%
total credit enhancement provided by:

              * the 5.85% class M-1,
              * the 3.50% class M-2,
              * the 2.00% class M-3,
              * the 2.00% class M-4,
              * the 1.90% class M-5,
              * the 1.90% class M-6,
              * the 1.95% class M-7,
              * the 1.35% class M-8,
              * the 1.00% class M-9,
              * the 1.00% class B-1,
              * the 1.80% class B-2,
              * the 1.00% class B-3,
              * the 0.75% nonrated class B-4, and
              * the 0.60% initial and targeted
                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 and the integrity of the transaction's legal structure,
as well as the capabilities of Saxon Mortgage Services, Inc. as
servicer and Deutsche Bank National Trust Company as the trustee.

The mortgage loans consist of 4,916, fixed-rate (18.05%) and
adjustable-rate (81.95%), first and second lien loans with an
aggregate balance of $767,546,571 as of the cut-off date.  As of
origination, the weighted average combined loan-to-value ratio --
CLTV -- for the mortgage loans is approximately 89.08%, and the
weighted average remaining term to maturity is approximately 356
months.  The weighted average coupon -- WAC -- is 6.994%, and the
average balance is $156,318.  The three states that represent the
largest portion of the mortgage loans are:

              * California (9.14%),
              * Virginia (7.88%), and
              * Maryland (6.23%).


FEDERAL INFO: Moody's Assigns B2 Rating to New $90M Facility
------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to AIS
Acquisition Corporation's proposed senior secured credit
facilities.  AIS is a 100%-owned subsidiary of Federal Information
Technology Systems, LLC.  Proceeds from the proposed offering and
from $47.6 million of equity contributed by an equity sponsorship
group lead by Kelso & Company will be used to finance the
acquisition of Sensor Systems, Inc., by Federal IT for
approximately $117.2 million.  AIS and Sensor will comprise all of
the operations of Federal IT.  Sensor and AIS are co-borrowers
under the proposed senior secured facilities, while parent company
Federal IT is a guarantor of these facilities.  In addition,
Moody's has assigned AIS a senior implied rating of B2 and a
senior unsecured issuer rating of B3.  The ratings outlook is
stable.

The ratings reflect Federal IT's:

   * high leverage relative to the company's small revenue base;

   * reliance on a limited number of products concentrated
     predominantly within the U.S. Department of Defense and
     intelligence agencies contracting sector;

   * its short history of operations under current management;

   * the integration risks associated with the Sensor acquisition;
     and

   * the potential for future acquisition activity should the
     opportunity be presented.

The ratings positively consider:

   * the strong recent history of revenue growth and cash flow
     generation by both AIS and Sensor prior to their acquisitions
     by Federal IT;

   * significant capital contributed by the equity sponsors;  and

   * strong current DoD and intelligence agencies contracting
     market fundamentals.

The stable outlook reflects Moody's expectations that the company
will successfully integrate both recently-acquired business units
while continuing to renew and expand its government contract
software services business under approximately the same pricing
and terms as are currently enjoyed.  If accomplished this should
allow for a modest amount of debt reduction over the near-term.

The ratings or their outlook may be subject to downward revision
if the company were to increase debt for unexpected working
capital or CAPEX purposes, for large levered acquisitions of other
companies or assets, or to finance any distribution of capital to
shareholders.  Ratings could also be negatively impacted if a
change in the competitive structure of the markets in which AIS
and Sensor operates were to result in lower pricing and reduced
margins, or if revenue growth implied in AIS' backlog, which is
dominated by Future Combat Systems related work, were to fail to
materialize as expected, resulting in free cash flow of less than
5% of total debt or lease-adjusted debt/EBITDAR of over 5 times
over a prolonged period.

Conversely, ratings or their outlook may be positively impacted if
the company demonstrates the ability to substantially increase
both the size and breadth of its customer base, while improving
both margins and cash flow available to repay debt, such that
adjusted debt/EBITDAR were to fall below 3.5 times and free cash
flow were to exceed 15% of debt on a sustained basis.

Upon close of the proposed credit facilities, Federal IT will
carry a substantial amount of debt relative to its size.  The
company will be capitalized by $80 million of the new term loan B,
a minimal drawing on its revolving credit facility, and by
$89.1 million of equity, including the $47.6 million of new equity
contribution.  This level of committed debt represents a heavy
148% of Federal IT's pro forma revenue base.

Adjusting for operating leases, FY 2004 (as of December) closing
debt balances will represent a modest 4.0 times EBITDAR of the
combined operations of AIS and Sensor.  Pro forma free cash flow
will be about 10% of total drawn debt, taking into account taxes,
interest expense, as well as modest usage of cash for working
capital and capital expenditures.  Moody's believes that the
company will likely generate relatively strong operating cash flow
over the near term.

However, if the company were to continue expanding its customer
base and product offerings working capital may require usage of a
modest amount of cash.  Considering low anticipated CAPEX levels
(about $1-2 million annually) and no debt maturities until 2011,
Moody's expects that the company will be able to generate
sufficient cash to repay debt over the next few years, with
little, if any, temporary reliance on the $10 million revolving
facility.  Moody's notes that the conditions of the Term Loan B
require that 50% of excess cash flow, as defined in the terms of
the credit facility, be used to reduce debt.

The ratings heavily consider the short track record of AIS under
the ownership of Federal IT, the fact that a substantial majority
of Federal IT's future earnings will be reliant on contributions
from the acquisition of Sensor, as well as the relatively short
history of operations of both AIS and Sensor.  Formed in January
2004, Federal IT completed the acquisition of its first operating
unit, AIS, in October 2004, implying only a minimal period of
operations under Federal IT.  With the acquisition of Sensor
systems closing in April 2005, the company will face the
challenges of integrating the operations of these two entities
while managing growth in both businesses.

Prior to their acquisition by Federal IT, both AIS and Sensor have
substantial operating histories as stand-alone businesses: AIS
since 1993 and Sensor since 1994.  However, Moody's notes that
these companies have only recently achieved a combined pro forma
revenue base of about $60 million, up from about $36 million in
2002.

Moreover, while pro forma EBITDA is estimated at $22 million, or
about 35% of total sales, a substantial majority of EBITDA (about
75%) is contributed by Sensor.  Both of these companies have
demonstrated the ability to grow significantly over that time from
increased product offerings, predominantly to US government
agencies, in a period of increased public spending in the
military, intelligence, and Homeland Security fields.  As such, it
will be important for Federal IT to continue this pace of growth
at current operating margins, while keeping expenditures on
product development, working capital and CAPEX in line with
current levels to sustain credit fundamentals considered for these
ratings.

Moody's notes the current strong environment surrounding military,
intelligence, and Homeland Security contracting that, considering
Federal IT's small but fairly well-protected niche positions in
this market, supports expectations of continued revenue growth and
margin stability.  AIS is the sole-source prime contractor on the
Army's All Source Analysis System, which should place the company
in good position to achieve similar status on the follow-up
Distributed Common Ground System program.

Also, AIS is a prime and subcontractor on several Future Combat
Systems software components.  Likewise, the company estimates that
Sensor enjoys a 60% market share in the high-end image analysis
software market in which its primary product, RemoteView,
competes.  Sensor has historically experienced a high user renewal
rate for its maintenance contracts, which supports the recurring
nature of the company's revenue stream.  However, the rating
agency notes that the substantial majority of the company's
$99 million backlog, all in AIS, is related to the DoD's Future
Combat Systems program.  Changes in amount or timing of funding to
this program over the next few years could substantially impact
the company's revenue, operating margins and/or growth plans.

The B2 rating assigned to the senior secured credit facilities,
the same as the senior implied rating, reflects the fact that this
debt essentially comprises the entirety of the company's debt
structure.  The bank facilities are guaranteed by parent Federal
IT as well as by all of Federal IT's existing and future direct
and indirect domestic subsidiaries.  The credit facilities are
secured by all assets of Federal IT its subsidiaries.

These ratings have been assigned:

AIS Acquisition Corp.:

   * $90 million senior secured credit facilities, consisting of a
     $10 million revolving credit facility due 2011 and an $80
     million term loan B due 2011, at B2;

   * Senior implied rating of B2; and

   * Senior Unsecured Issuer rating of B3.

Federal Information Technology Systems, LLC, headquartered in
Morristown, New Jersey, is a leading information technology
service provider to the defense and intelligence communities.  Its
first acquisition, Austin Info Systems, is a leading software
developer of multi-source intelligence analysis products primarily
for the US armed forces.

Sensor Systems Inc. a leader in developing Image Exploitation and
Analysis software primarily for the Intelligence Community.
Sensor's RemoteView product suite is employed in most Intelligence
Agencies such as the NGA (National Geospatial Agency) and CIA as
well as the Unified US Military Commands.


FEDERAL-MOGUL: Court Approves Surety Claims Settlement Agreement
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar 9, 2005,
Federal-Mogul Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to approve a
proposed compromise and settlement among the Debtors and certain
of the other proponents to the Plan of Reorganization, on one
hand, and Safeco Insurance Company of America, Travelers Casualty
and Surety Company of America, and National Fire Insurance Company
of Hartford and Continental Casualty Company, on the other hand,
pursuant to the terms of a settlement agreement resolving certain
secured surety claims in connection with the treatment of those
claims under the Debtors' Joint Plan of Reorganization.

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

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

The Debtors' proposed compromise and settlement with the Sureties
is the culmination of more than three years of intensive
litigation involving numerous parties, numerous court proceedings,
extensive discovery, and protracted settlement negotiations
spanning the past six months.

The Settlement Agreement relates to the proposed settlement of
those certain Surety Claims, which -- due to its complexity and
multi-faceted nature -- the parties have elected to negotiate and
document as a separate transaction.  However, the effectiveness
of the Settlement Agreement is contractually conditioned on the
Court's approval of another settlement resolving a $29 million
cash dispute involving members of the Center for Claims
Resolution.

                          CCR Litigation

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., relates that before the Petition Date, certain
of the Debtors were members of the CCR.  The CCR was established
to administer, negotiate, defend, or settle asbestos-related
personal injury claims and wrongful death claims brought against
CCR participants.

The CCR required its members, including T&N Limited, Gasket
Holdings, Inc., and Ferodo America, Inc., to provide the CCR with
assurance that they will satisfy their financial obligations
arising under certain group settlement agreements and protocols
to be negotiated by the CCR on behalf of its members.  A surety
bond was considered an appropriate form of payment assurance.

In December 2000, pursuant to Federal-Mogul's request, the
Sureties issued performance bonds aggregating $250 million on
behalf of T&N Limited, Gasket Holdings, and Ferodo America, in
favor of the CCR.  Under the terms of the Bonds, the maximum
penal sum was reduced automatically and permanently on a semi-
annual basis in accordance with a schedule set forth in the
Bonds.  As of the Petition Date, the aggregate penal amount of
the Bonds was reduced to $225 million.

The CCR Debtors subsequently terminated their memberships in
2001.  Notwithstanding the terminations and the commencement of
the Chapter 11 cases, the CCR notified the Debtors and made
demands on the Sureties postpetition for a $183 million payment
under the Bonds.  As a result, the Debtors, T&N Limited, Gasket
Holdings and Ferodo America commenced an adversary proceeding
against the CCR and the Sureties in order to prevent a draw on
the Bonds until the Court could determine all disputes relating
to the CCR's entitlement to payment under the Bonds.

The CCR Litigation was later consolidated with other similar
Delaware Chapter 11 cases.

Pursuant to a case management order issued by then District Court
Judge Alfred Wolin, the CCR Litigation was divided into:

   * Phase One issues -- the CCR's right to draw on the Bonds; and

   * Phase Two issues -- the specific amounts the CCR would be
     entitled to draw if it prevailed on Phase One issues.

After extensive discovery, the parties filed cross-motions for
summary judgment related to Phase One issues.

Judge Wolin's Case Management Order was interpreted by the non-
CCR litigants as severely limiting the Debtors' potential
liability to the CCR under the Bonds.  The CCR disputed the non-
CCR parties' interpretation and sought reconsideration of the
Case Management Order contending that the obligations for which
the Bonds could be drawn remained in the range of $183 million.
Judge Wolin then issued a second opinion determining CCR's motion
for reconsideration, which left open the possibility of having to
litigate certain key legal and factual issues at trial,
notwithstanding the earlier Order.

As of February 24, 2005, formal discovery related to Phase Two of
the CCR Litigation has not commenced and no decision has been
rendered on the Phase Two issues.  Instead, the Debtors and the
Official Committee of Unsecured Creditors -- with the remaining
Plan Proponents' consent -- negotiated with the CCR and reached
an agreement in principle to compromise and settle all claims and
causes of action asserted in the CCR Litigation, for $29 million
cash to be paid to the CCR.  The CCR Settlement is in the process
of being documented and will be filed with the Court in the near
future.

Ms. Jones explains that pursuant to the Settlement Agreement, the
Sureties agree to provide the funding for the CCR Settlement on
specified terms and conditions.  Implementation of the CCR
Settlement will thus, in turn, fix and determine the amount of a
major component of the Surety Claims that would require treatment
under any plan of reorganization confirmed in the Debtors'
Chapter 11 cases.

According to Ms. Jones, the Settlement Agreement also resolves
several issues:

A. Temporary Allowance of Surety Claims

    As a condition for issuance of the Bonds, the Debtors were
    required to execute Contracts of Indemnity in favor of the
    Sureties.  The majority of the Debtors also granted liens and
    security interests in favor of the Sureties as collateral for
    any resulting indemnity obligations.  Based on the Indemnity
    Contracts and related instruments, each of the Sureties filed
    proofs of claim against the applicable Debtors premised on the
    Sureties' claims which arise out of or relate to the Sureties'
    obligations under the Bonds.

    For voting purposes only, the Court accorded the Sureties the
    right to vote the Surety Claims:

    (a) as both a $29 million Secured Claim and a $29 million
        Unsecured Claim against the estate of each indemnitor-
        Debtor; and

    (b) as Unsecured Claims against T&N Limited and Gasket
        Holdings.

    The Settlement Agreement does not impair the voting rights of
    the Sureties.

B. Letter of Credit

    Before the Petition Date, Travelers issued Supersedeas Bond
    for the account of Federal-Mogul and T&N Limited in connection
    with an asbestos personal injury action entitled Hoskins v.
    Federal-Mogul Corporation and T&N Ltd., Circuit Court of
    Jackson County, Missouri.  As collateral for any obligations
    under the Supersedeas Bond, Federal-Mogul caused a documentary
    Letter of Credit to be issued in favor of Travelers for
    $10,956,584.

    As a result of Travelers' previous draws from the Letter of
    Credit, only $2.2 million remain of the Letter of Credit's
    principal drawable balance.  The remaining drawable balance,
    according to Travelers, provides additional security to it for
    its portion of the Surety Claims relating to the CCR.  The
    Debtors, the Creditors Committee, and other Plan Proponents
    dispute Travelers' contention regarding the scope and nature
    of the claims for which the Letter of Credit may be drawn.

    The dispute regarding the Letter of Credit is compromised and
    resolved as an integral part of the overall Settlement
    Agreement.

C. Avoidance Litigation

    The Avoidance Litigation relates to the Creditors Committee's
    and other estate representative's belief that there are or may
    be viable causes of action to avoid and recover certain of the
    collateral granted to the Sureties in December 2000, and avoid
    certain of the indemnity obligations also incurred at that
    time.  No action has been commenced with respect to these
    claims.

    Under the Settlement Agreement, the Creditors Committee, the
    estate representatives and the Sureties agree to toll the time
    for commencing the Avoidance Litigation and to waive the
    claims and causes of action when the mutual releases
    contemplated by the Settlement Agreement become effective.

D. Valuation Proceedings

    The Valuation Proceedings relate to the Creditors Committee's
    and other estate representatives' contention that the Surety
    Claims may not be fully collateralized.  No contested matter
    has been initiated to value the Sureties' collateral.  As with
    the Avoidance Litigation, the Creditors Committee, the other
    estate representatives and the Sureties agree to toll the time
    for commencing the Valuation Proceedings and to waive the
    claims and causes of action when the mutual releases
    contemplated by the Settlement Agreement become effective.

                        Settlement Agreement

The terms and conditions of the Settlement Agreement are:

A. Settlement of CCR Litigation and Funding of CCR Settlement
    Amount

    (1) The CCR Settlement Amount will not exceed $29 million;

    (2) CCR will return the Bonds to Federal-Mogul for immediate
        delivery to the Surety in the event that the Bond Draw is
        fully paid;

    (3) CCR and each of its members will issue full releases of
        all claims arising under the Bonds and the CCR Litigation;
        and

    (4) The CCR Litigation will be dismissed with prejudice with
        each party bearing its own costs and attorney's fees,
        except for reimbursement of a portion of the Sureties'
        attorney's fees by the Debtors.

    The Sureties will fund the CCR Settlement Amount by honoring
    the CCR's draw request under the Bonds with the allocation of
    liability among the Sureties fixed as:

              Surety                      Liability
              ------                      ---------
              Safeco Insurance               30%
              National Fire Insurance        30%
              Travelers                      40%

    Twenty percent of Travelers' liability is in its capacity as
    successor-in-interest to Reliance Insurance Company.

    The Bond Draw will occur on the earlier of:

    (1) the third business day after the Effective Date of a Plan;
        or

    (2) May 2, 2005.

B. Interest Accrual on Bond Draw and Adequate Protection

    The Sureties is entitled to adequate protection on the full
    payment of the $28 million Net Bond Draw -- $29 million less
    $1 million drawn under the Letter or Credit.  Thus, the
    Sureties will receive monthly payments of interest on the Net
    Bond Draw at a rate of LIBOR plus 200 basis points -- adjusted
    monthly.

C. Plan Treatment of Surety Claims

    In the event the Plan Proponents seek to obtain confirmation
    of the Plan or Modified Plan, the Settlement Agreement
    mandates that:

    (1) The Surety Claims will be allowed as fully Secured Claims
        against Federal-Mogul and its estate, the Net Bond Draw
        allocated among the Sureties, and held and controlled by
        each Surety as its separate Allowed Secured Claim:


            Surety                         Liability
            ------                         ---------
            Safeco Insurance              $8,700,000

            National Fire Insurance        8,700,000

            Travelers, as successor-
               in-interest to Reliance     5,300,000

            Travelers                      5,300,000

    (2) In the event that the mutual releases under the Settlement
        Agreement becomes effective, the Sureties will be deemed
        to have waived and released any and all other claims
        against the Debtors and their estates unrelated to the
        Surety Claims;

    (3) The Plan Proponents will file an appropriate modification
        of the Plan -- or include in any Modified Plan, as the
        case may be -- which will provide for treatment of the
        Allowed Secured Surety Claims in substantially the same
        manner as the Plan proposes to treat the Secured Bank
        Claims, and with pari passu participation in the same
        collateral that will secure the debt instruments to be
        issued under the Plan on account of the Secured Bank
        Claims.  In full and complete satisfaction of the Allowed
        Secured Surety Claims, the Sureties will receive:

        -- $22,764,000 in senior, secured term loans to be repaid
           under the Reorganized Federal-Mogul Secured Term Loan
           Agreement and related documents, but in any event on
           the same terms and conditions the holders of Bank
           Claims will receive under the Plan or the Modified
           Plan, as the case may be; and

        -- $5,236,000 in "Junior Secured PIK Notes" to be repaid
           under the Reorganized Federal-Mogul Junior Secured PIK
           Notes and related documents, but in any event on the
           same terms and conditions the holders of Bank Claims
           will receive under the Plan;

    (4) On the Effective Date of the Plan or Modified Plan, the
        rights of the Plan Proponents, or any of them, to commence
        and pursue the Avoidance Litigation or the Valuation
        Proceedings will be deemed waived and released, and the
        releases by certain of the Plan Proponents in favor of the
        Sureties as provided in the Settlement Agreement will take
        effect;

    (5) The definitions of "Protected Party" and "Released Party"
        under the Plan and the Modified Plan will be amended to
        include each of the Sureties to afford them the same
        protections as the Administrative Agent and the holders of
        the Bank Claims by virtue of the releases and injunctions
        contained in the Plan, provided that the addition will not
        jeopardize the confirmability of the Plan or a Modified
        Plan.  In the event any party-in-interest objects to the
        confirmation of the Plan based on the inclusion, the Plan
        Proponents have the right to further amend the Plan or
        omit the inclusion; and

    (6) With respect to the Allowed Secured Surety Claims, each of
        the Sureties agrees to:

        -- vote its Allowed Secured Surety Claim to accept the
           Plan or any Modified Plan;

        -- support the Plan or any Modified Plan;

        -- not vote in favor of or support any Alternative Plan,
           so long as the Plan or a Modified Plan is pending; and

        -- waive any objection to confirmation of the Plan or a
           Modified Plan.

    In the event the Plan Proponents propose and seek confirmation
    of an Alternative Plan, the Settlement Agreement requires that
    the Sureties be offered the same treatment, proportionally,
    for the Surety Claims as is proposed for the Bank Claims under
    the Alternative Plan.  If the Sureties accept the proposed
    treatment, the treatment provisions with respect to the Plan
    or Modified Plan will apply with certain modifications:

    (1) The Surety Claims will be allowed as Secured Claims to the
        same extent that the Bank Claims are allowed as Secured
        Claims;

    (2) The form of consideration offered to holders of the Bank
        Claims offered to the Sureties will be proportionate to
        the value provided to holders of Bank Claims based on the
        amount of Bank Claims and Surety Claims;

    (3) The Sureties will be provided waivers of Avoidance
        Litigation, Valuation Proceedings and releases if the
        waivers and releases are also provided to holders of Bank
        Claims; and

    (4) To the extent an Alternative Plan provides for releases
        and injunctions in favor of Protected Parties and Released
        Parties and those Parties include holders of Bank Claims,
        the Sureties will be included within the protections,
        subject to the right of the Plan Proponents to delete the
        Sureties from the provisions to obtain confirmation of the
        Plan.

D. Attorneys' Fees and Costs

    The Sureties' claims against the Debtors' estates for
    attorneys' fees and cost reimbursement will fall into two
    categories under the Settlement Agreement:

    (1) fees and expenses not covered by provisions of the Final
        DIP Order, which is $1.1 million, to be applied by the
        Sureties to fees and expenses not yet reimbursed under the
        Final DIP Order as of the date of the Bond Draw; and

    (2) fees and expenses covered by the Final DIP Order from the
        Petition Date through March 31, 2005 -- projected -- and
        from and after April 1, 2005, with the imposition of a
        $10,000 per month fee cap on the amount of reimbursable
        fees and expenses going forward.

E. Bond Premiums Proration

    Subject to the Final Order approving the CCR Settlement, the
    Settlement Agreement provides that the Bond renewal premium
    for 2005 paid or payable by the Debtors to National Fire
    Insurance and Safeco Insurance will be prorated from the
    period from January 1, 2005, through the Bond Draw date.

    The Settlement Agreement provides that the Bond renewal
    premiums for 2005 paid or payable by the Debtors to CNA and
    Safeco will be prorated for the period January 1, 2005,
    through the date of the Bond Draw.  CNA and Safeco have agreed
    to promptly refund my excess premiums to the Debtors following
    the date of the Bond Draw.

             Explain Fees & Costs, U.S. Trustee Demands

Kelly Beaudin Stapleton, the United States Trustee for Region 3
objects to the payment of the Sureties' legal fees and costs for
which reimbursement is not authorized under the Final DIP Order
pursuant to Section 364 of the Bankruptcy Code.

According to Richard L. Schepacarter, Esq., of the U.S.
Department of Justice, the Debtors did not provide an estimation
or explanation of the amount of fees and costs, and what specific
legal basis exists to justify the payment as part of the
settlement.  The Settlement Agreement does not provide any
detailed information from which the reasonableness of the fees
and costs could be determined.

The settling sureties have also committed to vote in favor of the
Debtors' Plan.  The Debtors pointed out that the agreement to
vote for the plan does not run afoul of the Court's holdings in
In re NII Holdings, Inc., 288 B.R. 356,362 (Bank. D. Del. 2002)
and In re Stations Holding Company, Inc., 2002 WL 31947022 (Bank
D. Del. 2002) with respect to "lock-up" agreements.  Unlike in
the cited cases, Ms. Stapleton notes, the settling sureties have
received a court-approved disclosure statement before entering
into their agreements.

To the extent confirmation is sought of a plan wherein a new
disclosure statement and solicitation process would be required,
Ms. Stapleton reserves her rights with respect to the binding
effect of any alleged commitment to vote and the validity of the
votes cast in that circumstance.

Ms. Stapleton asks Judge Lyons to rule consistent with and to the
extent of her Objection.

                      Safeco Insurance Replies

Representing Safeco Insurance Company of America, Brad Berish,
Esq., at Adelman & Gettleman, Ltd., in Chicago, Illinois,
explains that each of the Sureties is, and has been, represented
by its own separate counsel in the Debtors' reorganization cases.
As a result, each of the Sureties has incurred and will incur
unpaid attorney's fees, costs and related expenses through the
Effective Date of the Plan.  Consequently, the "specific legal
basis" for the payment of fees and expenses to the Sureties under
the Surety Claims Settlement is subject to the rights reserved to
the Unsecured Creditors Committee and certain other Plan
Proponents under the Surety Settlement with respect to the
Avoidance Litigation and the Valuation proceedings.

Mr. Berish adds that neither the terms of the Final DIP Order nor
the payments of a portion of the Sureties' fees and expenses,
represents any basis for objecting to the remaining unpaid
balance of the Sureties' attorney's fees.

Although the amounts of the Surety Claims are now being
compromised as a result of the CCR Settlement at $29 million,
demands against the Sureties have been made for $183 million.
Thus, the amount of fees being paid to the Sureties under the
Surety Claims Settlement, in comparison with the amount of
potential exposure to the Sureties and the Debtors is not
unreasonable.  Mr. Berish believes that the Sureties' involvement
in the CCR Litigation was material in the ultimate resolution.

The Sureties' unpaid fees and expenses not covered by the Final
DIP Order were estimated at $1.3 million.  As part of the final
settlement terms, the Sureties agreed to a reduction in the
amount and conditional waiver of the balance in exchange for a
cash payment that would be made immediately prior to, or
concurrently with, the Bond Draw under the CCR Settlement.

According to Mr. Berish, the Sureties have no objection to the
United States Trustee's Voting Rights reservation, provided that
the need for resolicitation of votes applies to the class of
Surety Claims, as opposed to a resolicitation generally.  Mr.
Berish points out that the voting agreement contained in the
Stipulation is solely with respect to the Plan or a Modified
Plan.

                     Court Approves Settlement

Judge Lyons permits the Debtors to enter into a settlement
agreement with the Sureties and approves the terms and conditions
governing the Surety Claims Settlement.

The Final DIP Order is further amended to the limited extent
necessary to implement the terms and conditions of the Settlement
Agreement.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
Represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
$1.925 billion stockholders' deficit.  (Federal-Mogul Bankruptcy
News, Issue No. 75; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FINANCIAL ASSET: Fitch Lowers Class B4 Rating One Notch to CC
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Financial Asset
Securitization, Inc., residential mortgage-backed security
securitization:

   Series 1997-NAMC2

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AAA';
      -- Class B3 affirmed at 'A';
      -- Class B4 downgraded to 'CC' from 'CCC'.

The affirmations represent $4.1 million in outstanding principal.
Credit enhancement for each of the classes rated 'AAA' has grown
from 12 to 15 times the original amounts.

The downgraded class represents $0.3 million in outstanding
principal.  The subordinated credit support for the class has
previously taken principal writedowns.  Additionally, over 9% of
the current pool (approximately $0.5 million) is more than 90 days
delinquent.

The underlying collateral for all of the transactions consists of
conventional, fully amortizing 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.

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


FORD CREDIT: Fitch Issues BB+ Rating on Class D Certificates
------------------------------------------------------------
Fitch Ratings today issued a presale report on Ford Credit Auto
Owner Trust 2005-B discussing the rating analysis behind Fitch's
expected 'AAA' ratings on the class A notes, 'A' rating on the
class B notes, 'BBB+' rating on the class C certificates, and
'BB+' rating on the class D certificates.  Class A notes include a
money market tranche.  The class D certificates are being retained
by the seller.  The securities are backed by a pool of retail
installment sales contracts secured by new and used automobiles
and light duty trucks.

The presale report is available to all investors on Fitch's
corporate site, http://www.fitchratings.com/ For more information
about Fitch's comprehensive subscription service, Fitch Research,
which includes all presale reports, surveillance, and credit
reports on more than 20 asset-backed securities asset classes,
including collateralized debt obligations, contact product sales
at +1-212-908-0800 or at http://webmaster@fitchratings.com/


FORD MOTOR: Revised Forecasts Prompt S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Ford Motor Co., Ford Motor Credit Co. (Ford Credit), and all
related entities to negative from stable, reflecting heightened
concerns regarding Ford's profit potential in the wake
of the company's significantly revised earnings and cash flow
guidance for 2005. At the same time, Standard & Poor's affirmed
its 'BBB-' long-term and 'A-3' short-term ratings on the
companies. Consolidated debt outstanding totaled $173 billion at
Dec. 31, 2004.

Ford has disclosed that it now expects earnings per share of only
$1.25 to $1.50 (before special items) in 2005, instead of its
previous guidance of $1.75 to $1.95. Management also now expects
Ford's  automotive operations to have no better than breakeven
pretax earnings this year (before special items), in contrast to
the previous goal of $1.5 billion in pretax earnings.  In
addition, Ford has said it no longer expects to achieve its
earlier goal of $7 billion pretax earnings as early as 2006.

"We now view the rating as weak," said Standard & Poor's credit
analyst Scott Sprinzen.  "The rating can tolerate several quarters
of weak profitability and cash flow, but only under the assumption
that financial performance will improve to more satisfactory
levels thereafter.  The rating could be lowered at any point if we
came to doubt that Ford was on a trajectory to realizing such
improvement," he continued. (In keeping with our policies, the
rating would not necessarily be placed on CreditWatch prior to a
downgrade.)  Although Ford is expected to maintain strong
liquidity, this is not sufficient to offset heightened concerns
about its competitive position and business prospects.

Ford's sales performance in the U.S. has eroded significantly. Its
U.S. light-vehicle unit sales from January through March were off
5.2%, meaning its U.S. market share has continued to deteriorate--
reaching 19.1% in March--and necessitating substantial production
cuts. Ford's F-series pickup, which was renewed starting in late
2003, continues to sell very well, but customer reception of its
other new products has been mixed. Moreover, sales of Ford's
midsize, large, and luxury sport utility vehicles (SUVs) have
plummeted. These products had contributed highly
disproportionately to Ford's earnings.  However, industry-wide
demand for SUVs has evidently stalled, partially explained by
persistent high gasoline prices. In addition, competition has
intensified due to a proliferation of new SUVs. Ford has suffered
from the aging of its SUV product line, which will be replaced by
a family of new products during 2006 and 2007, but it is
questionable whether these will generate the profit margins the
company has enjoyed historically.

Although Ford's aggregate auto earnings have been poor in recent
years, the effect on overall results has been mitigated by soaring
profits at Ford's financial services units, principally Ford
Credit. Ford Credit has benefited from lower credit losses,
record-low funding costs, and improved performance on lease
residuals.  Also, Ford Credit's reported results have benefited to
an exaggerated extent from a significant reduction in accruals for
credit losses and depreciation related to vehicles under operating
leases.  With the nonrecurrence of such accounting effects, the
adverse effect of rising interest rates, and the downsizing of
Ford Credit's finance assets outstanding, Ford Credit is unlikely
to be able to sustain earnings at recent record levels. However,
we believe management's targeted pretax earnings of just over $3
billion for 2005 (down from $4.4 billion in 2004) should be
achievable and that Ford Credit will be able to earn at least $2.5
billion per year on a sustainable basis.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings Search.

                          *   *   *

Ford Motor Co. delivered it's 2004 annual report on Form 10-K to
the Securities and Exchange Commission on March 10, 2005.  While
financial results show some improvements from 2003, the company's
performance has steadily declined over the past five years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $237.5 +++          1998   $213.5 +
   1999   $270.2 +++++        1999   $241.9 ++++
   2000   $284.4 +++++++      2000   $265.1 ++++++
   2001   $276.5 ++++++       2001   $268.1 ++++++
   2002   $295.2 +++++++      2002   $283.9 ++++++++
   2003   $310.7 +++++++++    2003   $298.4 +++++++++
   2004   $305.3 ++++++++     2004   $288.4 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $24.0 +++++++      1998    $41.7 ++
   1999    $28.3 +++++++++    1999    $44.9 +++
   2000    $19.3 ++++         2000    $40.1 ++
   2001     $8.4 .            2001    $36.9 +
   2002    $11.3 .            2002    $48.6 ++++
   2003    $12.3 +            2003    $61.2 +++++++
   2004    $16.9 +++          2004    $59.2 +++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998   $106.9 ++++++       1998   ($65.2)
   1999   $115.5 +++++++      1999   ($70.6)
   2000   $114.9 +++++++      2000   ($74.8)
   2001    $93.9 ++++         2001   ($57.0)
   2002    $61.5 .            2002   ($12.9)
   2003   $112.7 +++++++      2003   ($51.5)
   2004   $122.8 ++++++++     2004   ($63.6)

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998      8.9 .            1998      0.4 +++
   1999      8.5 .            1999      0.4 +++
   2000     13.7 +            2000      0.3 +++
   2001     31.9 +++++++      2001      0.4 +++
   2002     25.1 +++++        2002      0.8 +++++++
   2003     24.3 +++++        2003      0.5 +++++
   2004     17.1 +++          2004      0.5 ++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $144.4 +++++        1998     $0.8 +++++
   1999   $160.6 +++++++      1999     $1.3 +++++++++
   2000   $170.1 ++++++++     2000     $1.4 +++++++++
   2001   $162.4 +++++++      2001     $1.4 +++++++++
   2002   $162.5 +++++++      2002     $1.4 +++++++++
   2003   $164.3 ++++++++     2003     $1.3 +++++++++
   2004   $171.6 ++++++++     2004     $1.2 ++++++++

        EBITDA                     Net Income
        ------                     ----------
   1998    $23.3 +++++++      1998    $22.0 +++++++
   1999    $24.9 ++++++++     1999     $7.2 ++
   2000    $24.1 ++++++++     2000     $3.4 +
   2001    $10.7 +++          2001    ($5.4)
   2002    $16.1 +++++        2002    ($1.0)
   2003    $15.9 +++++        2003    ($0.5)
   2004    $11.4 +++          2004     $3.5 +

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     16.1%++++++++     1998     15.2%+++++++
   1999     15.5%+++++++      1999      4.5%++
   2000     14.2%+++++++      2000      2.0%.
   2001      6.6%+++          2001     -3.3%
   2002      9.9%++++         2002     -0.6%
   2003      9.7%++++         2003     -0.3%
   2004      6.6%+++          2004      2.0%+


A free copy of Ford's latest annual report is available at:


http://www.sec.gov/Archives/edgar/data/37996/000095012405001427/k91869e10vk.htm

Ford estimates that it manufactures and sells 21% of all cars
and trucks in the United States.  General Motors' market share
is about 28%; DaimlerChrysler captures 14%; Toyota's market share
is about 11%; and Honda accounts for another 8%.  U.S. automakers'
share of the U.S. market has declined steadily for the past five
years while Toyota, Honda, and other companies based in Europe,
Korea and Japan have steadily increased.

Ford employs approximately 327,500 workers.  Ford's $162 billion
in annual sales account for nearly 1-1/2% of the United States'
gross domestic product.  If Ford were a sovereign nation, it would
rank as the 28th-largest country according to 2003 data from the
World Bank -- larger than Finland, South Africa or Hong Kong, and
smaller than Poland, Indonesia or Greece.

Ford faces asbestos-related liability.  Plaintiffs allege various
health problems as a result of asbestos exposure, either from (i)
component parts found in older vehicles (ii) insulation or other
asbestos products in Ford's facilities or (iii) asbestos aboard
Ford's former maritime fleet.

Claims against the automaker have been rising:

        Date         Active Claims
        ----         -------------
      12/31/01   18,000  ++++++++++++
      12/31/02   23,000  +++++++++++++++++
      02/28/03   25,000  ++++++++++++++++++
      02/03/04   41,500  ++++++++++++++++++++++++++++++

Ford does not disclose the number of claims filed against it after
Feb. 3, 2004.  Ford says that while annual payout and related
defense costs in asbestos cases increased between 1999 and 2003,
those amounts were not significantly higher in 2004.


GENERAL MOTORS: Moody's Cuts Ratings to One Notch Above Junk
------------------------------------------------------------
Moody's Investors Service lowered the long-term and short-term
ratings of General Motors Corporation to Baa3 and Prime-3 from
Baa2 and Prime-2, and also lowered the long-term rating of General
Motors Acceptance Corporation (GMAC) to Baa2 from Baa1.  GMAC's
short-term rating is affirmed at Prime-2.  The rating outlook for
both companies is negative.  These rating actions conclude Moody's
review for downgrade that commenced on March 16 following GM's
announcement of a significant negative revision of its 2005
earnings and cash flow outlook.

The downgrade of GM's ratings reflects Moody's expectation that
formidable long-term challenges in the company's automotive
operations -- an uncompetitive fixed cost structure including
burdensome healthcare costs, steadily declining market share, and
an increasingly competitive pricing environment -- will extend the
time frame over which a recovery will occur and will also moderate
the strength of any eventual rebound in earnings and cash flow.
The downgrade of GMAC's ratings reflects the significant business
and financial ties between GM and GMAC that influence GMAC's auto
finance operations - its origination volumes, asset mix, and asset
quality - and its capitalization.

Moody's said that GM's investment grade ratings are predicated
upon the company's ability to achieve material near term
improvement in key credit metrics. If the prospects for such
improvement become less probable, the ability to sustain the
investment grade rating will further diminish.  Within the next
six months the rating agency will assess the progress GM is making
in laying the groundwork for adequate improvement in its credit
metrics. The key measures that Moody's will focus on are: GM's
ability to maintain US market share near 26%; its ability to stem
cash operating losses such that automotive cash and short-term
voluntary employee beneficiary association (VEBA) balances remain
above $18 billion; and, the progress the company makes in
addressing its cost structure-including health care costs. In
addition to these near-term benchmarks, GM will need to remain on
track to deliver credit metrics by 2007 that support an investment
grade rating. These metrics include: EBITA margins that
approximate 4%; fixed charge coverage in the 3.5 to 4.0 times
range; and free cash flow to total lease and pension adjusted debt
of more than 15%.

The negative outlook recognizes the potential for further
downgrades should GM fail to achieve the above stated near term
targets or fail to remain on track to generate investment grade
credit metrics by 2007.

Moody's expects that during the near-term GM will seek to further
reduce its North American cost structure - including its rising
annual healthcare costs of nearly $5 billion. Moody's believes
that such initiatives will be critical to GM's ability to restore
appropriate profitability and return measures. Such initiatives
would likely entail potentially large restructuring charges.
Moody's ongoing assessment of GM would consider the likely
effectiveness of any potential strategic or restructuring
initiatives in restoring adequate profitability by year-end 2007.

Funding a restructuring charge or strategic initiative would
reduce GM's liquidity position which has been a critical factor
supporting the rating. At year end 2004, automotive liquidity
(cash and short-term VEBA balances) was $23 billion. This compares
with $32 billion in balance sheet debt, of which only $3.5 billion
matures during the next five years. However, by year-end 2005,
this liquidity position will likely be reduced to approximately
$18 billion as a result of the following: the $2 billion
automotive cash burn forecasted by GM for 2005; a $2 billion
payment for the Fiat settlement; a $1 billion common dividend
payment by GM; the potentially sizable amounts for the European
and other announced restructurings; $0.5 billion in debt
repayments; and, the receipt of approximately $2 billion in
dividends from GMAC. Although GM is expected to maintain adequate
liquidity while it pursues restructuring initiatives, any
sustained liquidity below the $18 billion level would be viewed
negatively for rating purposes.

During 2005 GM's North American new product cadence will
approximate a robust 25% of total unit sales. The degree to which
new products that have already been launched (G6, Cobalt, LaCrosse
and Equinox) and those products that will be launched later in
2005 (including the Monte Carlo, Impala, Solstice, H3, HHR,
Cadillac DTS, and Lucerne) establish strong market acceptance and
enable GM to maintain market share near 26% will be an important
near-term rating consideration. Healthy performance by these
introductions will help lay the groundwork for a re-establishment
of the brand strength of GM's automotive business, which will be
essential if the company is to achieve any rebound in
profitability during the near term.  It is noted that recent
product introductions have achieved modest success, but that the
company's heavy reliance on larger SUV's and trucks could make
product introductions more challenging given the continued
rise in fuel prices.

The one notch rating distinction between GM and GMAC remains
unchanged.  An important consideration in the one notch rating
differential is Moody's expectation that in the event of
bankruptcy GMAC's unsecured creditors would experience superior
asset recovery relative to the unsecured creditors of GM. An
additional consideration is the possibility that GMAC might avoid
bankruptcy in the event of the parent's filing.  Moody's also
believes that it is very likely that GMAC would be able to
maintain its separate corporate identity through various GM and
GMAC stress scenarios and that as a consequence, GMAC's assets are
relatively well-protected from direct claims by parent and
affiliate creditors.  Moody's ratings also consider GMAC's strong
stand-alone characteristics, including an earnings base that has
shown cyclical resiliency, reflecting the company's effective
credit and risk management practices and the growing contribution
of its mortgage and insurance operations.  The rate of net charge-
offs in GMAC's managed consumer auto loan portfolio decreased
modestly in 2004, primarily due to the impact of improved
auction values on repossession losses; default frequency has
remained relatively stable, demonstrating GMAC's commitment to
sound underwriting.  Earnings from insurance and mortgage
operations represented 49% of aggregate GMAC's 2004 profits, up
from 30% in 2001, a mix shift that Moody's believes will continue
to characterize aggregate results over the intermediate term.
Moody's also counts liquidity management among GMAC's strengths.
In recent years, GMAC has appropriately evolved its funding
profile by lengthening debt maturities, increasing cash balances,
and tapping new sources of funding, taking advantage of the
liquidity and high quality of its finance and mortgage assets.
Moody's believes that GMAC's sources of liquidity could support a
viable operating model in a downside scenario, though operating
margins could be negatively impacted by higher funding costs.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks. GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

                          *   *   *

General Motors Corp. delivered it's 2004 annual report on Form
10-K to the Securities and Exchange Commission on March 16, 2005.
While financial results show some improvements from 2003, the
company's performance has steadily declined over the past five
years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $246.6 +            1998   $230.8 +
   1999   $274.7 ++           1999   $253.2 +
   2000   $303.1 +++          2000   $272.0 ++
   2001   $323.9 ++++         2001   $303.5 +++
   2002   $370.1 +++++        2002   $363.0 +++++
   2003   $449.9 ++++++++     2003   $424.4 +++++++
   2004   $482.0 +++++++++    2004   $453.9 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $15.8 ++           1998   $119.7 .
   1999    $21.5 ++++         1999   $132.3 +
   2000    $31.1 ++++++++     2000   $144.3 +
   2001    $20.4 ++++         2001   $157.6 ++
   2002     $7.1 .            2002   $230.2 +++++
   2003    $25.5 ++++++       2003   $274.7 ++++++
   2004    $28.1 +++++++      2004   $306.4 ++++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998    $50.2 .            1998    $69.5 ++++
   1999    $57.3 .            1999    $75.0 +++++
   2000   $139.8 ++++++       2000     $4.5 .
   2001   $121.1 +++++        2001    $36.5 ++
   2002   $134.1 ++++++       2002    $96.1 ++++++
   2003   $152.9 +++++++      2003   $121.8 ++++++++
   2004   $170.5 ++++++++     2004   $135.9 +++++++++

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998     14.6 +            1998      2.4 +++++++++
   1999     11.8 .            1999      2.3 +++++++++
   2000      8.7 .            2000      1.0 ++++
   2001     14.9 +            2001      1.3 +++++
   2002     51.1 ++++++++     2002      1.7 ++++++
   2003     16.6 +            2003      1.8 +++++++
   2004     16.2 +            2004      1.8 +++++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $147.8 ++++         1998     $6.6 +++++++
   1999   $167.3 ++++++       1999     $7.7 ++++++++
   2000   $184.6 ++++++++     2000     $0.8 .
   2001   $177.2 +++++++      2001     $0.7 .
   2002   $177.3 +++++++      2002     $0.4 .
   2003   $185.8 ++++++++     2003     $1.7 +
   2004   $193.5 +++++++++    2004     $2.4 ++

        EBITDA                     Net Income
        ------                     ----------
   1998    $17.4 +++++        1998     $2.9 ++++
   1999    $21.7 +++++++      1999     $6.0 +++++++++
   2000    $21.3 +++++++      2000     $4.4 +++++++
   2001    $15.1 +++++        2001     $0.6 .
   2002    $14.6 ++++         2002     $1.7 ++
   2003    $18.7 ++++++       2003     $3.8 ++++++
   2004    $17.8 +++++        2004     $2.8 ++++

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     11.8%+++++        1998      2.0%++++
   1999     13.0%++++++       1999      3.6%++++++++
   2000     11.5%+++++        2000      2.4%+++++
   2001      8.5%++++         2001      0.3%.
   2002      8.2%++++         2002      1.0%++
   2003     10.1%+++++        2003      2.0%+++++
   2004      9.2%++++         2004      1.4%+++

A free copy of GM's latest annual report is available at:

http://www.sec.gov/Archives/edgar/data/40730/000004073005000050/final10k031505.txt

General Motors -- the world's largest car maker -- manufactures
and sells 28% of all cars and trucks in the United States.  Ford's
market share is about 21%; DaimlerChrysler captures 14%; Toyota's
market share is about 11%; and Honda accounts for another 8%.
U.S. automakers' share of the U.S. market has declined steadily
for the past five years while Toyota, Honda, and other companies
based in Europe, Korea and Japan have steadily increased.

GM employs approximately 324,000 workers.  GM's $193 billion in
annual sales account for nearly 1-3/4% of the United States' gross
domestic product.  If GM were a sovereign nation, it would
rank as the 26th-largest country according to 2003 data from the
World Bank -- larger than Greece, Finland or South Africa, and
smaller than Denmark, Poland or Indonesia.

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

Notwithstanding GM's arguments about science, the Company's seen
an increase in the number of asbestos-related personal injury
claims.  "A growing number of auto mechanics are filing suit
seeking recovery based on their alleged exposure to the small
amount of asbestos used in brake components," the Company says.

GM's annual expenditures associated with the resolution of these
claims decreased last year after increasing in nonmaterial amounts
in recent years, but the amount expended in any year is highly
dependent on the number of claims filed, the amount of pretrial
proceedings conducted, and the number of trials and settlements
which occur during the period.


HAYES LEMMERZ: Moody's Assigns B2 Rating to Planned $150M Facility
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).

The net proceeds of the second-lien facility issuance will
approximate the same amount as the Euro 120 million guaranteed
senior unsecured notes issuance that was recently cancelled.
The proposed application of the net proceeds will also remain
unchanged, with half of the net proceeds still to be applied to
prepay existing senior secured first-lien term loans and the other
half to be used to either augment cash or repay outstanding
revolver debt or accounts receivable securitization usage.

The proposed guaranteed senior secured second-lien term loan will
have a bullet maturity of June 2010, after the maturity of all
first-lien facilities, but about three years prior to the proposed
maturity of the cancelled notes issuance.  The second-lien
obligations will be guaranteed on a second-priority basis by the
guarantors of the first-lien obligations and will have a second-
priority interest in all of the collateral securing the first-lien
obligations.  The first- and second-lien credit facilities will
fall under one credit agreement, with their relative rights and
priorities dictated by the terms of both the credit agreement and
an intercreditor agreement.

The proposed transaction will still serve to enhance HLI Opco's
liquidity and extend principal maturities.  In conjunction with
the partial refinancing, financial covenant levels with respect to
the first-lien credit facilities will be reset to provide a
reasonable cushion relative to management's updated financial
projections.  A provision to permit a future $25 million increase
in the revolving credit commitment will be added to the credit
agreement and the Libor interest margin for the first-lien term
loan B facility will be reduced by 50 basis points.  Consent will
notably be required in order for the company to apply only 50% of
the net proceeds from the new second-lien term loan and only 50%
of the net proceeds from the potential sale of the hub and drum
business against first-lien debt outstandings.  Call protection
for the second-lien term loan will consist of a 2% penalty during
the first year and a 1% penalty during the second year post-
closing.

Hayes Lemmerz, headquartered in Northville, Michigan, is the
largest worldwide producer of aluminum and steel wheels for the
light vehicle market, with an approximately 20% market share in
both North America and Europe.  The company is also a leading
provider of steel wheels for the commercial highway market and a
leading supplier in the market for suspension, brake and
powertrain components.  Annual revenues approximate $2.2 billion.


HOLLINGER INT'L: RICO Suit Defendants Must Answer by April 25
-------------------------------------------------------------
The defendants named in Hollinger International Inc.'s Second
Amended Complaint filed in the U.S. District Court for the
Northern District of Illinois have been given until April 25,
2005, to answer the Complaint.  The defendants include:

   * Hollinger Inc., which owns an interest in International;
   * The Ravelston Corporation Limited,
   * Lord Conrad Black, a Hollinger Inc. former director;
   * F. David Radler, a Hollinger Inc. former director;
   * J.A. Boultbee, a Hollinger Inc. former director;
   * and other former directors and officers of International.

As reported in the Troubled Company Reporter on May 11, 2004, the
Company is looking to recovery $484.5 million, including
approximately $380.6 million in damages and $103.9 million in
prejudgment interest.

The Company has also asserted in the complaint that the defendants
engaged in a pattern of racketeering activities and seeks treble
damages under applicable provisions of the Racketeer Influenced
and Corrupt Organizations Act.  The Company's total claim
including treble damages is $1.25 billion, plus attorneys' fees.

The plaintiffs in the Second Amended Consolidated Complaint filed
an Answering Brief to the defendants Motions to Dismiss on March
25, 2005.  The defendants Reply Memoranda to the Answering Brief
are due to be filed on April 25, 2005.

As reported in the Troubled Company Reporter on Mar. 24, 2005, the
Court denied all of the motions to dismiss the Company's Second
Amended Complaint.

The Honorable Blanche M. Manning, United States District Judge in
the Northern District of Illinois, held that the Company had
stated legally sufficient claims against all of the Defendants in
its action to recover more than $425 million plus interest from
the Defendants arising out of their alleged looting of the
Company.

On July 16, 2004, as the result of a judgment in the Delaware
court, Hollinger and Lord Black paid to International $21,276,000
on account of certain of the non-compete payments.  Hollinger paid
$5,964,000 and the balance of $15,312,000 was paid by
Lord Black.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                          *     *     *

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

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

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

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


HOLLINGER INT'L: SEC Defends Fraud Suit from Dismissal by Apr. 22
-----------------------------------------------------------------
The U.S. Securities and Exchange Commission originally filed a
complaint against Hollinger Inc., Lord Conrad Black, and F. David
Radler on November 15, 2004.  The SEC then filed a First Amended
Complaint on March 10, 2005.

On March 28, 2005, the defendants sought to dismiss the SEC's
First Amended Complaint.  The SEC's Answer will be due by
April 22, 2005 with a Reply of the defendants then due by May 6,
2005.  The next Status Hearing with respect to the SEC's First
Amended Complaint is due on May 11, 2005.

         U.S. Attorney's Motion - Criminal Investigation

As a result of certain requests by the defendants to the SEC
Complaint for disclosure of documents, the U.S. Attorney for the
Northern District of Illinois sought, on March 21, 2005, to
intervene for a limited, temporary stay of disclosure and for
leave to file an in camera submission.

The Motion of the U.S. Attorney stated that there is a related and
overlapping pending criminal investigation of Hollinger, Lord
Black and Mr. Radler currently pending in the Northern District of
Illinois.

It was further stated that the investigation was related to the
SEC defendants' conduct with respect to International and "seeks
to determine whether they and others fraudulently diverted
corporate assets and opportunities owed to Hollinger International
to themselves and to companies they controlled."

The U.S. government is seeking to stay the production by the SEC
of only one unidentified document that is responsive to a document
request made by one of the defendants.

As reported in the Class Actions Reporter on Nov. 17, 2004, the
Securities and Exchange Commission filed fraud charges in
the U.S. District Court, Northern District of Illinois, against
Hollinger International's former Chairman and CEO Conrad M.
Black, former Deputy Chairman and COO F. David Radler, and
Hollinger, Inc., a Canadian public holding Company controlled by
Black.

The Commission's complaint alleges that from approximately 1999
through 2003, Black, Radler and Hollinger Inc. engaged in a
fraudulent and deceptive scheme to divert cash and assets from
Hollinger International, Inc., a U. S. public Company and a
subsidiary of Hollinger, Inc., and concealed their self-dealing
from Hollinger International's  public shareholders.

The SEC's compliant requests that the Court:

     (1) enjoin the defendants from further violations of the
         securities laws,

     (2) order the defendants to disgorge their ill-gotten gains
         and pay pre-judgment  interest,

     (3) order the defendants to pay civil penalties,

     (4) bar Black and Radler from serving as an officer or
         director of a public Company, and

     (5) impose a voting trust upon the shares of Hollinger
         International held directly or indirectly by Black and
         Hollinger, Inc.

Stephen M. Cutler, Director of the Commission's Division of
Enforcement, said, "Black and Radler abused their control of a
public Company and treated it as their personal piggy bank.
Instead of carrying out their responsibilities  to  protect the
interest of public shareholders,  the defendants cheated and
defrauded these shareholders through a series  of deceptive
schemes and misstatements."

Merri Jo Gillette, Regional Director of the Commission's Midwest
Regional Office, said, "The Commission is taking action at this
time because it has obtained strong evidence to support the
charges of serious misconduct by the defendants.  We intend to
seek tough sanctions against them based on these charges.
However, our work is not done. We will continue our
investigation into wrongdoing at Hollinger."

In the complaint filed today, the SEC alleges, among other
things, that:

     (i) Black,  Radler and Hollinger, Inc. engaged in a scheme
         to defraud Hollinger International shareholders through
         a series  of  related party transactions by which Black
         and Radler diverted to  themselves, other corporate
         insiders and Hollinger,  Inc.  approximately $85
         million  of  the  proceeds from Hollinger
         International's sale of newspaper publications through
         purported "non-competition" payments.

    (ii) Black and Radler further defrauded public shareholders
         by orchestrating the sale of certain of Hollinger
         International's newspaper publications at below-market
         prices to another privately-held Company owned and
         controlled by Black and Radler, including the sale of
         one publication for $1.00.

   (iii) In February 2003, Black, without obtaining the
         necessary approval from Hollinger International's Audit
         Committee, authorized the investment of $2.5 million of
         Hollinger International's funds in a venture capital
         fund with which Black and two other directors of
         Hollinger International were affiliated.

    (iv) In order to perpetrate their fraudulent scheme, Black
         and Radler misled  Hollinger International's  Audit
         Committee  and  Board of Directors concerning the
         related party transactions. Black and Radler also
         misrepresented and omitted to state  material facts
         regarding these transactions in Hollinger
         Internationals filings with the Commission and during
         Hollinger International shareholder meetings.

     (v) In November 2003, Black approved a press release issued
         by Hollinger International in which he misled the
         investing public about his intention to devote his time
         to an effort to sell Hollinger International assets for
         the benefit of all of Hollinger International
         shareholders (the "Strategic Process") and not to
         undermine that process by engaging in transactions for
         the benefit  of himself and Hollinger, Inc.

Previously, on Jan. 16, 2004, the SEC obtained a federal court
order against the Chicago-based Hollinger International, Inc.
alleging that from at least 1999 through 2003, the Company's
Commission  filings contained  misstatements and omitted
material facts regarding transfers of certain  corporate assets
to certain of  Hollinger International's insiders and related
entities (SEC v. Hollinger International, Inc.).

On the same date, the SEC obtained a federal court order to
ensure that the work of the Special Committee of Hollinger
International's board  of directors - including  its efforts to
recover and  preserve corporate assets - continued under the
jurisdiction and oversight of the  court. Hollinger
International consented to the entry of the order, which also
permanently enjoined  the  Company from  violating  the
reporting and internal control provisions of the federal
securities laws.

Under that order Hollinger International is required to maintain
its Special Committee to, among other things, continue its
investigation of alleged misconduct and its efforts to recover
and maintain corporate assets. In the event the Special
Committee's authority were in any way impaired, including
through a change in control of the Company, Richard C. Breeden
(the current Counsel to the Special Committee) would serve as a
court-ordered Special Monitor to protect the interests of
Hollinger International shareholders.

The SEC acknowledges the assistance and cooperation of the
Ontario Securities Commission in the investigation of this
matter. The action is titled, SEC v. Conrad M. Black, et al.,
USDC, ND Ill., Case No. 04C03761.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                          *     *     *

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

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

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

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


HOLLINGER INT'L: Insurance Dispute Hearing Scheduled Today
----------------------------------------------------------
Hollinger International, Inc., reports that a hearing with respect
to various insurance matters related to an executive and
organization liability insurance policy is to be held today,
April 11, 2005.  The Policy provides coverage for claims of up to
$130,000,000.

The named insured parties under the Policy include Hollinger Inc.,
International and Ravelston.  The unnamed insured parties include
each subsidiary of a named insured, which includes Argus as a
subsidiary of Ravelston, and directors, executives and employees
of the insured parties.

Certain legal proceedings have been commenced in Ontario including
a Statement of Claim dated February 23, 2005, and an Application
dated March 4, 2005, that Hollinger has brought against American
Home Assurance Company and Chubb Insurance Company of Canada with
respect to certain of its claims.

In addition to claims for specified amounts, Hollinger is seeking
an injunction restraining American Home and Chubb from entering
into a settlement agreement for the settlement of any claims,
including a proposed $50,000,000 settlement of a derivative
complaint brought in the State of Delaware in December 2003 by
Cardinal Value Equity Partners, LP, without Court order.  The
Cardinal complaint has been stayed since early 2004.

The proposed settlement amount would exhaust the $50,000,000
limits of American Home and Chubb pursuant to the Policy.  It is
proposed that the settlement amount would be paid to International
on behalf of the defendants who are, or were, independent
directors of International in exchange for a release of
International's claims against those directors.  International
does not intend to release its other directors and former
directors.

A Hearing was held before Mr. Justice Campbell on March 29, 2005,
with respect to Hollinger's insurance claims.  Mr. Justice
Campbell requested the parties, including the named and unnamed
insured parties, American Home and Chubb to meet before the next
Hearing to consider a new Application that could be brought before
the Court to address the insurance issues.

American Home and Chubb undertook to Mr. Justice Campbell on
March 29, 2005, as they had at the previous Hearing on March 14,
2005, that no formal approval of any settlement of the Cardinal
complaint would be sought from a Delaware court before the
April 11, 2005 Hearing.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                          *     *     *

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

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

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

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


INTERSTATE BAKERIES: Gets Court Nod to Reject Kansas Land Lease
---------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the Court's authority to reject the non-residential
real property lease for premises at One West Armour in Kansas
City, Missouri, including any related subleases, if any, effective
as of March 23, 2005, to reduce postpetition administrative costs.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts. (Interstate Bakeries
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IRVING TANNING: U.S Trustee Appoints 7-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 1 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Irving Tanning Company's chapter 11 case:

  1. Tyson Fresh Meats, Inc.
     d/b/a IBP, Inc.
     Attn: James Paul Beachboard
     Phone: 501-375-9151, Fax: 501-375-6484

  2. Central Maine Power Company
     Attn: Steven E. Cope
     Phone 207-772-7491, Fax: 207-772-7428

  3. Sprague Energy Corp.
     Attn: Nicholas Capano
     Phone: 603-766-7433, Fax: 603-430-5326

  4. Tannin Corp
     Attn: Thomas W. Thompson
     Phone: 978-532-4010, Fax: 978-532-1785

  5. Coomes Inc.
     Attn: Rick Coomes
     Phone: 785-543-2759, Fax: 785-543-2457

  6. Butler Brothers Supply Division, Inc.
     Attn: Patrick F. Butler
     Phone: 207-784-6875, Fax: 207-786-8820

  7. Embassy Freight Systems
     Attn: Matthew W. Evans
     Phone: 207-993-2741, Fax: 207-993-3088

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

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


IRVING TANNING: Section 341(a) Meeting Slated for May 3
-------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Irving
Tanning Company's creditors at 10:00 a.m., on May 3, 2005, at 537
Congress Street, Room 302, Portland, Maine 04101.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


JM HILLS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Lead Debtor: JM Hills Project, LLC
             c/o Biltmore Associates, L.L.C.
             1121 E. Missouri Ave., #100
             Phoenix, Arizona 85014

Bankruptcy Case No.: 05-05686

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
MGU, LLC                                         05-05690
MGU DEVELOPMENT, LLC                             05-05692

Chapter 11 Petition Date: April 7, 2005

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtors' Counsel: Dale C. Schian, Esq.
                  Schian Walker P.L.C.
                  3550 North Central Avenue #1500
                  Phoenix, Arizona 85012-2188
                  Tel: (602) 285-4550
                  Fax: (602) 297-9633

                        Estimated Assets      Estimated Debts
                        ----------------      ---------------
JM Hills Project,LLC    $10 Million to        $10 Million to
                        $50 Million           $50 Million

MGU, LLC                $10 Million to        $10 Million to
                        $50 Million           $50 Million

MGU DEVELOPMENT,LLC     $1 Million to         $10 Million to
                        $10 Million           $50 Million

The Debtors' did not file a list of its 20 Largest Unsecured
Creditors.


KB TOYS: Debtor & Committee Have Until May 15 to File Ch. 11 Plan
-----------------------------------------------------------------
KB Toys Inc., and its debtor-affiliates sought and obtained an
extension of their time within which they can file a chapter 11
plan.

The U.S. Bankruptcy Court for the District of Delaware gave the
Debtors until May 15, 2005, to file a plan and until July 15 to
solicit acceptances of that plan.

The Court also gave the Official Committee of Unsecured Creditors
the co-exclusive right with the Debtors to file a plan and solicit
acceptances of that plan.

The single greatest issue facing the Debtors are the viability and
implementation requirements of a plan of reorganization.  The
Debtors and the Committee are still working toward a consensual
restructuring.  These efforts, the Debtors said, are not complete
and require additional time.

The Debtors retained Retail Forward Inc. to assist them in
developing and evaluating business plans in order to maximize the
Debtors' prospects for reorganization.

RFI recommended new and specific merchandise plans and strategies
as well as new and enhanced store configurations and layouts.  The
results of these efforts, the Debtors said, will not be known for
some time, and will greatly impact their reorganization.

                        *    *    *

Bain Capital Partners -- which owns 1/3 of KB Toys -- recently
purchased Toys "R" Us.  The purchase brought home the possibility
of a partnership between the two companies.  C.B. Alberts, senior
vice-president of merchandising at KB, tells Tina Benitez of
playthings.com that the focus of the company right now is to get
out of bankruptcy.

"There's always been talk when we were healthy and when we first
went into bankruptcy that, at some point, does it make sense for
KB and Toys "R" US to merge at some level?" Mr. Alberts tells
playthings.com.  "But really, that's not our focus."

A pairing with TRU or its sibling, Babies "R" Us is seen as an
option to help KB out of chapter 11, Ms. Benitez reports.

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represents the toy retailer.  When the Debtors
filed for protection from its creditors, they listed consolidated
assets of $507 million and consolidated debts of $461 million.


KAISER ALUMINUM: Enough Creditors Vote to Accept Liquidating Plans
------------------------------------------------------------------
Logan & Company, the claims agent in Kaiser Aluminum's Chapter 11
case, has filed a report with the U.S. Bankruptcy Court for the
District of Delaware indicating that a sufficient volume of
creditors -- in number and amount -- have voted to accept the two
Liquidating Plans filed in conjunction with the previously
announced sale of Kaiser's interests in and related to alumina
refineries in Jamaica and Australia, to permit confirmation of the
Plans to proceed.

A copy of Kaiser Australia and Kaiser Finance's Third Amended
Liquidation Plan is available for free at:

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

A copy of Alpart Jamaica and Kaiser Jamaica's Third Amended
Liquidation Plan is available for free at:

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

The Plans and related Disclosure Statements are also posted in the
Restructuring section of Kaiser's web site at:

      http://www.kaiseraluminum.com/

The filing by Logan & Company also indicates that holders of the
company's 12-3/4% Senior Subordinated Notes, as a group, voted not
to accept the Plans.  Accordingly, as discussed more fully in the
company's Form 10-K and the Disclosure Statements related to the
Plans, the Court will determine the allocation of distributions
among holders of the company's 9-7/8% Senior Notes, 10-7/8% Senior
Notes, and the 12-3/4% Senior Subordinated Notes.

Certain technical objections to the Plans have also been filed.
The Court will hold a hearing beginning on Wednesday, April 13, to
hear and rule on the plan objections and the allocation of
distributions among holders of the company's 9-7/8% Senior Notes,
10-7/8% Senior Notes, and the 12-3/4% Senior Subordinated Notes.

The Court's decisions regarding confirmation will be subject to
appeal.  No assurances can be provided as to whether or when the
Liquidating Plans will be confirmed by the Court or ultimately
consummated or, if confirmed and consummated, as to the amount of
distributions to be made to individual creditors of the
liquidating subsidiaries or the company.  Further, the company
cannot predict what the ultimate allocation of distributions among
holders of the company's 9-7/8% Senior Notes, 10-7/8% Senior
Notes, and the 12-3/4% Senior Subordinated Notes will be, when any
such resolution will occur, or what impact any such resolution may
have on the company and its ongoing reorganization efforts.

The Liquidating Plans relate exclusively to the interests in and
related to alumina refineries in Jamaica and Australia and will
have no impact on the normal ongoing fabricated products business
unit or other continuing operations.

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.


KEY ENERGY: Common Shares Now Trade on Pink Sheets
--------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) began trading on the Pink
Sheets Electronic Quotation Service, Friday, April 8, 2005.  The
Company's new ticker symbol for the Pink Sheets is "KEGS".  The
Company anticipates that it will be traded on the Pink Sheets
until the time that it is current with its SEC financial filings
and can re-apply for listing on the New York Stock Exchange.

The Company anticipates theses firms will make a market in its
stock:

      * Knight Securities,
      * Lehman Brothers,
      * Hibernia Southcoast Capital,
      * RBC Capital Markets,
      * Bear Stearns & Co.,
      * Friedman, Billings,
      * Ramsey, Group, Inc.,
      * Natexis Bleichroeder Inc., and
      * possibly others.

Key Energy Services, Inc. -- http://www.keyenergy.com/-- is the
world's largest rig-based, onshore well service company.  The
Company provides diversified energy operations including well
servicing, contract drilling, pressure pumping, fishing and rental
tool services and other oilfield services.  The Company has
operations in all major onshore oil and gas producing regions of
the continental United States and internationally in Argentina and
Egypt.  The Company's balance sheet dated Sept. 30, 2003 -- the
latest published balance sheet -- shows $1.5 billion in assets and
$718 million in shareholder equity.

As reported in the Troubled Company Reporter on April 1, 2005, the
Company obtained a waiver from the lenders under its revolving
credit facility (x) extending to April 30, 2005, the date by which
the Company must deliver audited financial statements for 2003,
(y) extending until June 30, 2005, the date by which the Company
must deliver quarterly financial statements and audited
financial statements for 2004, and (z) extending until August 31,
2005, the date by which the Company must deliver quarterly
financial statements for the quarters ended March 31, 2005, and
June 30, 2005.

In late-March, the company said last week that it was talking to a
representative of the bondholders for a waiver of the financial
reporting delay. The Company has not said whether it obtained a
waiver from that representative. The company has two public bond
issues outstanding:

     * $150,000,000 of 6-3/8% Senior Notes due May 1, 2013; and

     * $275,000,000 of 8-3/4% Senior Notes due March 1, 2008.

The Company also said it received waivers from three of its
primary equipment lessors.


KIMBERLY OREGON: U.S. Trustee Will Meet Creditors on Apr. 19
------------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
Kimberly Oregon Realty, Inc.'s creditors at 1:30 p.m., on Apr. 19,
2005, at the Sixth Floor, Suite 630 located in 402 W. Broadway in
San Diego, California.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Rancho Santa Fe, California, Kimberly Oregon
Realty, Inc., filed for chapter 11 protection on Mar. 22, 2005
(Bankr. S.D. Calif. Case No. 05-02313).  When the Debtor filed for
protection from its creditors, it estimated assets between $10
million to $50 million and estimated debts between $1 million to
$10 million.


LEHMAN ABS: Moody's Assigns Low-B Ratings to Class M1 & M2 Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
Ba3 to notes issued by Lehman ABS Corporation Home Equity Loan
Asset-Backed Notes, Series 2005-1.

The Aaa ratings are based primarily on the credit quality of the
loans and a financial guarantee policy issued by AMBAC Assurance
Corporation, which has an insurance financial strength rating of
Aaa.  The ratings on the subordinate Class M-1 and Class M-2 notes
are based on the credit quality of the loans and the credit
enhancement in the transaction.

The loans in the pool were originated by GreenPoint Mortgage
Funding, Inc.  GreenPoint will service the loans in the pool.
Aurora Loan Services, LLC, the master servicer, will oversee the
servicing of the loans by GreenPoint.  Aurora has a SQ2 master
servicer rating.

The complete rating actions are:

Lehman ABS Corporation

Home Equity Loan Asset-Backed Notes, Series 2005-1

   * $259,500,000 Variable Rate Class A Notes, rated Aaa

   * $3,358,000 Variable Rate Class M1 Notes, rated Ba1

   * $3,089,000 Variable Rate Class M2 Notes, rated Ba3


LONG BEACH: Moody's Junks 6 Cert. Classes due to Poor Performance
-----------------------------------------------------------------
Moody's Investors Service has downgraded sixteen certificates from
six deals from Long Beach Mortgage Company deals, issued in 2000
and 2001.  The transactions are backed by primarily first lien
adjustable and fixed rate subprime mortgage loans originated by
Long Beach.  The master servicer on the deals is Long Beach
Mortgage Company.

The sixteen subordinate classes have been downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  The transactions have
taken significant losses causing gradual erosion of the
overcollateralization.  The most subordinate fixed-rate tranche on
the 2000-LB1 and the most subordinate tranche on the 2001-2
transaction have already taken write-downs.  In addition, the
2000-LB1 fixed rate, 2000-1, 2001-1, 2001-2, 2001-3 and 2001-4
pools have stepped down and the subordinated certificates have
begun to receive its share of unscheduled prepayments.  In
addition, the severity of loss on the liquidated loans has
increased in the past year due to a high concentration of
manufactured housing loans.

Moody's complete rating actions are:

Issuer: Long Beach Home Mortgage Loan Trust Asset Backed
Certificates

   * Series 2000-1; Class M-1, Downgrade from Aa2 to A2
   * Series 2000-1; Class M-2, Downgrade from Baa3 to B1
   * Series 2000-1; Class M-3, Downgrade from B2 to Caa2
   * Series 2001-1; Class M-1, Downgrade from Aa2 to A1
   * Series 2001-1; Class M-2, Downgrade from Baa2 to Ba3
   * Series 2001-1; Class M-3, Downgrade from B1 to Caa1
   * Series 2001-2; Class M-1, Downgrade from Aa2 to A1
   * Series 2001-2; Class M-2, Downgrade from Baa2 to B1
   * Series 2001-2; Class M-3, Downgrade from B2 to Ca
   * Series 2001-3; Class M-2, Downgrade from Baa2 to Ba3
   * Series 2001-3; Class M-3, Downgrade from B1 to Caa3
   * Series 2001-4; Class M-3, Downgrade from Ba3 to Caa1

Issuer: Asset Backed Securities Corporation, Long Beach Home
Equity Loan Trust 2000-LB1, Home Equity Loan Pass-Through
Certificates

   * Series 2000-LB1; Class M1F, Downgrade from Aa2 to A3
   * Series 2000-LB1; Class M2F, Downgrade from Ba1 to B3
   * Series 2000-LB1; Class BF, Downgrade from Ca to C
   * Series 2000-LB1; Class BV, Downgrade from Baa3 to B3


MIRANT CORP: Taxing Authorities Object to Disclosure Statement
--------------------------------------------------------------
Charles County, and Prince George's County, in Maryland, are
taxing authorities which have secured claims against the Mirant
Corporation and its debtor-affiliates for delinquent prepetition
fiscal year 2004 real and personal property taxes.  The
Prepetition Taxes total $28,224,976, exclusive of postpetition
interest.

Pursuant to the Tax Property Article of the Annotated Code of
Maryland, the Counties' claims for delinquent personal property
taxes are secured by a statutory first priority lien on all of
the Debtors' personal property located within the Counties.  The
Counties' claims regarding delinquent real property taxes are
also secured by statutory first liens on the respective real
property to which those taxes relate.

Based on the information contained in the Disclosure Statement
and the Debtors' Schedules, the Counties are unable to determine
with any degree of certainty the manner in which the Debtors
intend to treat their secured tax claims under the proposed plan
of reorganization.

Joel T. Hardman, Esq., at MacDonald + MacDonald, P.C., in Dallas,
Texas, asserts that the Disclosure Statement does not provide
sufficient information to enable secured tax creditors like the
Counties to determine what the Debtors' intended treatment of
their claims is under the Plan.  Thus, the Counties are unable to
make an informed judgment as to whether they should accept the
proposed treatment.

The Disclosure Statement is not in proper compliance with Section
1125(b) of the Bankruptcy and should not be approved by the
Court, Mr. Hardman states.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  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. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: TransCanada Says Disclosure Statement is Inadequate
----------------------------------------------------------------
TransCanada Gas Services Inc. and Gas Transmission Northwest have
claims against Mirant Americas Energy Marketing, LP, that were
guaranteed by Mirant Corporation.  In an attempt to eliminate the
guarantee claims against Mirant, the Disclosure Statement
mentions of a creative temporary substantive consolidation as
contained in the Plan.  David W. Elrod, Esq., in Dallas, Texas,
points out, however, that the Disclosure Statement fails to
provide adequate information to make an informed decision on the
temporary consolidation.  The Disclosure Statement fails to
adequately describe why temporary substantive consolidation
should apply to the Debtors.  The Debtors also failed to provide
an adequate analysis of the estimated effect of temporary
substantive consolidation on each of the Debtors' estate to
assist in weighing the harm versus benefits of temporary
consolidation.

Under the Debtors' temporary substantive consolidation, creditors
are grouped with creditors of other subsidiaries for the sole
apparent purpose of gerrymandering votes to eliminate the Mirant
guarantee claims.  There is no legal support for Debtors' request
for temporary substantive consolidation, which is designed to
eliminate an entire class of creditors, like the guarantee
claims, Mr. Elrod says.

Since creditors like TransCanada and GTN have not been provided
with "adequate information" in the Disclosure Statement, the
Debtors have not complied with the applicable provisions of
Chapter 11 that are necessary to confirm a Plan.

Mr. Elrod argues that, although the Debtors cite cases to support
their proposed temporary substantive consolidation, they fail to
disclose that the cases they cite involve full substantive
consolidation, not temporary consolidation for the purpose of
eliminating an entire class of creditors.  The Debtors cite no
authority that supports their attempt at temporary substantive
consolidation.

Furthermore, the Debtors mention that substantive consolidation
is a "judicially created remedy" and "is equitable in nature."
However, the Debtors do not disclose that it is possible to
separately classify creditors with guarantees so that those
creditors can be fairly treated, Mr. Elrod says.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  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. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants to Limit Equity Comm. Discovery in Valuation
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to issue a
protective order to limit discovery related to the Valuation
Hearing sought by the Official Committee of Equity Security
Holders.

The Equity Committee has served on the Debtors over 150 wide-
ranging document requests, including sub-parts.  The Debtors find
the Document Requests overly broad and unduly burdensome.  The
Debtors are particularly troubled by a request for e-mail
messages covering an unnecessarily large number of people and
dating as far back as January 1, 2000 -- a time frame irrelevant
to the Valuation Hearing issues.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
explains that the cost to produce the materials the Equity
Committee wants will be enormously expensive -- and likely yield
no new or relevant evidence.  Mr. Phelan notes that the central
issue of the Valuation Hearing is the Debtors' present enterprise
value.  The Equity Committee has received, or will receive, the
information relevant to this valuation analysis, including the
Debtors' current business plan, expert reports, and fact and
expert depositions.  The Debtors will also produce a substantial
number of other documents -- likely exceeding five million pages.

Mr. Phelan relates that, immediately upon receiving the Document
Requests, the Debtors began their efforts to respond.  The
Debtors contacted key section heads, provided them with the
Document Requests, and interviewed them at length.  The Debtors
then instructed the section heads to canvas their records and
computers for all responsive documents from their respective
areas, and to provide any other information they are aware of
regarding the existence and location of any documents outside of
their immediate custody.  The Debtors also instructed the section
heads to identify people with possible custody of or knowledge of
the location of responsive documents -- which resulted in a list
of approximately 80 people.  The Debtors also identified
categories of documents they previously produced to the Equity
Committee pursuant to earlier document productions and which are
unrelated to the Valuation Hearing.

The Debtors planned broad electronic searches, using search terms
derived from interviews with the section heads and the Document
Requests, to collect e-mails stored on the Debtors' servers.  Mr.
Phelan reports that initial in-house estimates for capturing
e-mails from as far back as Year 2000 for the 80 people with
possible custody or knowledge of the location of responsive
documents, generated over 9,600 gigabytes of data, totaling
approximately 672 million pages.

Even after removing all duplicative documents, the Debtors
estimate that the searches would yield 320 gigabytes of data,
totaling approximately 22.4 million pages.  The 320 gigabytes of
data next need to be searched using relevant terms, which will
result in approximately 90-125 gigabytes of data -- roughly 6.3-
8.75 million pages.  These 6.3-8.75 million pages then would have
to be manually reviewed for relevance, which could take months.

Because restoring and searching a large universe of e-mails would
cripple the Debtors' internal computer systems, the Debtors
solicited bids from five outside litigation consultant vendors,
who priced the work at anywhere from $1.5 to $2 million.  The
prices do not include the costs of the Debtors' internal staff,
outside counsel and other outside consultants.  Even through the
combined efforts of the Debtors' in-house staff and outside
vendors and counsel, collecting, reviewing, and producing
22.4 million pages would take months.

The Debtors want to limit the Equity Committee's discovery to a
time frame beginning after October 1, 2003.  The Debtors also
want their obligation to perform e-mail searches limited to 18
key people they identified.

The Debtors estimate that running the same searches for those 18
people, for a period beginning after October 2003, would yield
roughly 150 gigabytes of information after removing all
duplicates, and approximately 60 gigabytes after relevant term
searches, totaling approximately 4 million pages.  The Debtors'
vendors have priced the searches at $450,000 to $650,000, still a
significant expenditure given that the documents at issue likely
are irrelevant.

                    Equity Committee Responds

The Official Committee of Equity Security Holders is cognizant of
the cost and effort associated with responding to its discovery
requests.  Edward S. Weisfelner, Esq., at Brown Rudnick Berlack
Israels LLP, in New York, tells the Court that the Equity
Committee is prepared to accept the proposals made by the
Debtors.

However, the Equity Committee still wants the Debtors to produce
documents relating to the Debtors' attempted corporate
restructuring that was to be implemented through a pre-packaged
bankruptcy proceeding.  Some of these documents likely pre-date
the October 1, 2003 cut off proposed by the Debtors.  The Equity
Committee insists that the documents are clearly relevant and
reasonably calculated to lead to the discovery of admissible
evidence, as they directly relate the Equity Committee's
evaluation and analysis of the Debtors' valuation and revenue
projection methodology.

The Debtors should also produce documents relating to their use
of the Unified Asset Model.  Mr. Weisfelner explains that the
Debtors indicated in their October 2004 Business Plan that they
use the UAM as part of energy production modeling for their
domestic business operations.  According to Mr. Weisfelner, the
Equity Committee's requests for production of documents
pertaining to the Debtors' historical use of UAM directly relate
to the revenue projection methodology utilized by the Debtors.  A
complete understanding of the Debtors' use of UAM is critical to
the Equity Committee's ability to critique and evaluate the
enterprise value ascribed by the Debtors to their business
operations.

The Equity Committee also needs the documents relating to the
Debtors' capacity pricing assumptions and any analyses concerning
the management and operations of Mirant Americas Energy
Marketing, Inc.  The two issues, Mr. Weisfelner says, are
unquestionably significant factors that will have a material
impact on the Debtors' enterprise value.

The Equity Committee also wants the Debtors to search the
electronic files of Robert Dowd and Terry Thompson.  Mr. Dowd is
the person most knowledgeable of the Debtors' decision to sell
the turbines purchased for the Bowline 3 generation facility, and
Mr. Thompson is the Debtors' Vice President, Restructuring.  Each
of these individuals had and has material roles in the both the
Debtors' overall restructuring efforts, and the business
decisions relating to material assets of the Debtors estates.

            Equity Committee Wants Valuation Analysis

Mr. Weisfelner relates that for several months, despite repeated,
direct inquires from the Equity Committee, the Debtors have
denied the existence of a valuation analysis of the Debtors
prepared by The Blackstone Group, L.P., the Debtors' financial
advisor and designated valuation expert.  On March 11, 2005, the
Debtors' counsel informed counsel for the Equity Committee that
certain "non-testifying" Blackstone employees, in fact, had
prepared a valuation analysis of the Debtors that was part of an
analysis of substantive consolidation of the Debtors.  The
Debtors' counsel, however, refused to provide the analysis to the
Equity Committee, asserting that the valuation analysis was
prepared by Blackstone employees who were not "testifying
experts."  The Debtors' counsel also conceded for the first time
that the Substantive Consolidation Analysis -- including the
embedded valuation from Blackstone -- had been shared with the
Official Committee of Unsecured Creditors of Mirant Corporation.

The Equity Committee believes that Blackstone's work contains a
clearly relevant valuation analysis.  Accordingly, the Equity
Committee asks the Court to compel the Debtors to produce the
Substantive Consolidation Analysis immediately.

The Equity Committee argues that the Debtors should not be
permitted to withhold the Substantive Consolidation Analysis, or
any other documents allegedly reviewed, created, or utilized by
Blackstone.  To the extent the Debtors have any legitimate
concerns regarding the confidentiality of the Substantive
Consolidation Analysis as a whole -- despite their apparent
circulation of that document to the Corp Committee -- the Debtors
could redact any portions of the Substantive Consolidation
Analysis that do not relate to the valuation analysis presented
and embedded therein before producing the Substantive
Consolidation Report.  The Equity Committee only wants the
valuation analysis underlying the Substantive Consolidation
Analysis given its inarguable relevance and probative value in
connection with the Valuation Hearing.

            Equity Committee Seek Docs from Blackstone

The Equity Committee also asks the Court to compel Blackstone to
produce valuation-related documents.  The Equity Committee
believes that the Debtors, with the assistance of their financial
advisors, including Blackstone, are failing to obtain the most
favorable valuations for Mirant's assets.

The Equity Committee has subpoenaed Blackstone for documents
regarding the financial projections contained in the Disclosure
Statement, the valuation methodology the firm employed in the
acquisition of certain of its assets, and any ethical wall or
other information blocking procedures the firm established with
respect to its retention as the Debtors' financial advisor.
Blackstone refused to produce majority of the important
documents, arguing that the document requests are "irrelevant,
immaterial and not germane to [this] matter."

As the financial advisors to the Debtors, Mr. Weisfelner asserts
that Blackstone possesses knowledge and information pertaining to
the Debtors' business operations and the value of the Debtors'
assets.  The firm is uniquely positioned to address those issues.
Blackstone's failure to produce the requested documents will
cause undue prejudice to the Equity Committee and its constituent
stockholders.

Mr. Weisfelner informs the Court that Blackstone has conducted
several valuations for companies similar to Mirant.  In the
summer of 2004, Blackstone was involved in two transactions in
which it acquired interested in two entities which are in the
same business sector as Mirant.  In July 2004, as part of a
consortium of funds called GC Power Acquisition, Blackstone
purchased from Centerpoint its subsidiary Texas Genco, a
wholesale electric power generating company.  On July 30, 2004,
Blackstone Funds acquired a 42% interest in Foundation Coal
Holdings, Inc., which had purchased the North American coal
mining assets of RAG Coal International AG.

"The Equity Committee has the right to verify whether Blackstone
adopted new and/or different methods to value Mirant's assets,"
Mr. Weisfelner asserts.

A comparison of the techniques, Mr. Weisfelner explains, will
demonstrate whether Blackstone's methods were properly suited to
the valuation of the Debtors' assets.  Only through an
examination can the Equity Committee properly fulfill its
fiduciary obligation to ensure the maximization of shareholder
value.

          Debtors Insist Blackstone Work Is Confidential

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
tells the Court that the Equity Committee is seeking the
disclosure of portions of a substantive consolidation analysis
for the Debtors, which was undertaken as part of ongoing
litigation to settle competing creditors' claims in the
underlying bankruptcy.  The Analysis is immune from discovery
under Rule 26(b)(4)(B) of the Federal Rule of Civil Procedure,
made applicable by Rule 7026 of the Federal Rules of Bankruptcy
Procedure, as consulting expert work product generated in
anticipation of litigation.

Mr. Phelan explains that the Debtors have asked Blackstone to
provide an analysis in anticipation of litigation to settle
competing creditors' claims arising from the bankruptcy.  In
November 2004, Blackstone prepared a confidential report that
sets forth recoveries under certain consolidation conditions and
taking valuation of the debtors as a given.  While the November
Report makes assumptions about value, it does not contain
Blackstone's analysis of the value of the corporation.

The Debtors shared Blackstone's November Report with the Official
Committee of Unsecured Creditors of Mirant Corp. consistent with
the terms of their Joint Defense Agreement and common interest
privilege.

Mr. Phelan also relates that the Debtors designated Timothy R.
Coleman of Blackstone as a testifying expert for the Valuation
Hearing.  Mr. Coleman did not participate in, review or consider
the November Report.  In his capacity as testifying expert, Mr.
Coleman prepared a separate valuation analysis and accompanying
expert report that provides the basis of his testimony.  The
Coleman Expert Report was filed with the Mirant Examiner and
delivered to the Equity Committee.  As part of his report, Mr.
Coleman submitted a complete statement of all opinions that he
would proffer at the Valuation Hearing and the data and
information he considered in forming these opinions.  Mr. Coleman
did not consider the November Report in forming his opinion.

The Debtors are willing to provide portions of the Substantive
Consolidation Analysis to the Court for in camera review if the
Court deems it necessary to resolve the issue.

                Phoenix Supports Equity Committee

Phoenix Partners LP, Phoenix Partners II LP, and Phaeton
International (BVI) Ltd., tell the Court that, even assuming for
the sake of argument that Blackstone did not rely on the Prior
Valuation, the document still must be produced because it is
probative as to the value of the Debtors.

           Court Directs Production of Prior Valuation

Judge Lynn directs the Debtors to produce a copy of the title
page and the five pages comprising Section 3 of Blackstone's
Preliminary Recovery Analysis -- Claims and Valuation, dated
November 23, 2004, to the Equity Committee and each of the other
Valuation Parties who executed appropriate confidentiality
agreements.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  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. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORTT DISTRIBUTORS: Taps Hudson Capital to Liquidate All Assets
---------------------------------------------------------------
Shoe retailer Mortt Distributors, Inc., is closing all seven of
its retail locations.

The company operates Mortts Shoes in Worcester, Salem, Norwood,
Acton and Sudbury, Mass., Bee Bee Shoe Store in Manchester, N.H.
and Dunham Footwear in Lake George, N.Y.  The company employs 90
people, 40 of which are full-time employees.

Inventory liquidation sales began Friday and will last eight to
nine.

In May 2002, Joel Reichman and Geoffrey Holczer bought the company
from Mort Rosen, who founded the business in 1962.  They planned
to grow the business by narrowing the number of brands carried and
introducing brands popular among younger customers.
Unfortunately, these strategies were not as successful as they had
hoped.  Mr. Holczer said, "We have had unsuccessful sales results
for some time primarily due to the softness in the economy, and we
are forced to close."

The company has contracted with Hudson Capital, LLC, a
Mississippi-based retail liquidation firm, to sell all company
assets and close all retail locations.  Hudson CEO Jim Schaye
said, "It is difficult for retailers like Mortts to compete with
large stores and chains.  This type of store closure is becoming a
trend throughout the country."

With over 65 years of retail experience, Hudson Capital conducts
promotional sales events, inventory liquidations and store
closings generating larger-than-anticipated cash returns for their
clients.  The company's clients range from "Mom and Pop"
businesses with as little as $500,000 in inventory to larger
chains needing to close one or more underperforming locations.


NATIONAL ENERGY: Court Extends Exclusive Periods to June 1
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 8, 2005, NEGT Energy Trading Holdings Corporation and its
debtor-affiliates and the Quantum Debtors seek another extension
of their exclusive periods to file and solicit acceptances of a
plan or plans of reorganization.  The ET Debtors are in the very
final stages of preparing for the wind-up of their estates and the
distribution of their assets to creditors.

At the Debtor's behest, the United States Bankruptcy Court for the
District of Maryland extended:

    (a) their Exclusive Plan Filing Period through and including
        April 1, 2005; and

    (b) their Exclusive Solicitation Period through and including
        June 1, 2005.

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


NCT GROUP: Shareholders' Deficit Widens to $61.2 Mil. at Dec. 31
----------------------------------------------------------------
NCT Group Inc. (OTCBB: NCTI) reported that total revenue for the
three months ended December 31, 2004, was $1.4 million compared to
$1.4 million in the same period in 2003.  Net loss for the three
months ended December 31, 2004 was $28.4 million compared to a net
loss of $13.3 million for the same period a year ago.  A
significant portion of our net loss was attributable to interest
expense of $13.6 million for the three months ended Dec. 31, 2004,
compared to interest expense of $5.0 million for the same period a
year ago.

The company reported that total revenue for the year ended
December 31, 2004 was $5.5 million compared to $4.9 million in the
same period in 2003.  Net loss for the year ended Dec. 31, 2004,
was $64.6 million compared to a net loss for the same period a
year ago of $30.3 million.  Interest expense was $42.7 million for
the year ended December 31, 2004 compared to interest expense of
$14.3 million for the same period a year ago.

The increase in interest expense was attributable to both an
overall increase in short-term debt and non-cash and other charges
related to the debt.

"We continue to develop new Artera Turbo partnerships to advance
our objectives both in the US and internationally," said Michael
J. Parrella, Chairman and CEO, NCTI.  "During the past year, our
technology has undergone extensive third-party testing and
validation in support of distribution into the enterprise market."

Mr. Parrella continued, "We are also developing a new web
accelerator brand and business model that we believe will enable
us to compete more effectively in the residential web accelerator
market. We intend to commercially introduce this new brand in the
second quarter of 2005."

                       About NCT Group, Inc.

NCT Group, Inc. is a publicly traded, high-tech company with a
strong technology base.  NCTI is rich in intellectual property
with 592 patents and related rights.  The company's major focus is
the development of its communications subsidiaries.

As of Dec. 31, 2004, NCT Group equity deficit widens to
$61,211,000 compared to a $83,035,000 deficit at Dec. 31, 2003.


NEFF CORP: $510 Million Odyssey Sale Prompts S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and its other ratings on equipment rental company
Neff Corp. on CreditWatch with negative implications.  The action
followed the announcement by the company that Odyssey Investment
Partners will acquire it in a transaction valued at $510 million.

The purchase is expected to be funded with newly issued debt.  In
the event that the existing bank debt and subordinated debt are
redeemed, ratings on those issues may be withdrawn.

"Although the transaction will be financed with some equity, our
preliminary assessment indicates an increase in leverage from
about 3.5x currently," said Standard & Poor's credit analyst John
Sico.

The transaction is expected to close in the second quarter of
2005.

Closely held Miami, Florida-based Neff is a regional equipment
rental company that operates mainly in the Sunbelt, through nearly
70 locations and has about $250 million in debt outstanding.

Standard & Poor's will meet with management to discuss industry
fundamentals and understand the new owner's business and financial
strategy before taking a rating action.  Given improving industry
fundamentals and Neff's improving operations, resolution of the
CreditWatch is likely to be a rating affirmation or a one-notch
downgrade.


NEORX CORPORATION: KPMG Raises Going Concern Doubt
--------------------------------------------------
NeoRx Corporation (Nasdaq: NERX) reported that in its 2004
financial statements included in the Company's Form 10-K filed
last week, the audit opinion of KPMG LLP contained a going-concern
qualification.  Nasdaq rules require Nasdaq-listed companies to
publicly announce whenever a Form 10-K includes an audit opinion
containing a going-concern qualification.

The Company's revenues for 2004 totaled $1.0 million, which
primarily consisted of milestone payments from Boston
Scientific Corporation.  The Company's revenues for 2003 totaled
$10.5 million, which primarily consisted of $10.0 million from the
assignment and licensing to Boston Scientific Corporation of
certain intellectual property and revenue from a facilities lease.

Total operating expenses increased 35% to $20.5 million for the
year ended December 31, 2004, from $15.2 million for the same
period in 2003.

Research and development expenses for the year ended December 31,
2004 increased 39% to $13.3 million, from $9.6 million for the
same period in 2003.  Among the primary components of the increase
were a  $4.0 million in increased costs related to the STR Phase
III trial, which was opened in March 2004, and a $0.6 million
increase in pre-clinical development costs related to NX 473,
offset by a $0.2 million decrease resulting from the curtailment
of our Pretarget program in July 2002.

General and administrative expenses increased 14% to $7.2 million
for the year ended December 31, 2004, from $6.3 million for the
same period in 2003.  The increase in G&A costs for the year ended
December 31, 2004 was due primarily to an increase of $0.6 million
for personnel related costs and $0.3 million for increased
accounting fees.

In February 2004, the Company raised approximately $9.0 million in
gross proceeds through the sale in a private placement of
1,845,000 shares of common stock.  The purchasers in that offering
also received five-year warrants to purchase an aggregate of
922,500 shares of common stock at $7.00 per share.  As payment
of placement agent fees for that financing, the Company issued
three-year warrants to purchase 35,000 shares of common stock at
an exercise price of $5.54 per share.  The Company recorded a
charge to general and administrative expense of $118,000 for the
fair value of the warrants on February 23, 2004.

In April 2004, the Company acquired from AnorMED, Inc. the
worldwide exclusive rights, excluding Japan, to develop,
manufacture and commercialize NX 473, a platinum-based anti-cancer
agent.  Under the terms of the agreement, we paid AnorMED a
one-time upfront milestone payment of $1.0 million in our common
stock and $1.0 million in cash.

Other income totaled $0.1 million in 2004 and consisted primarily
of interest income of $0.3 million, offset by interest expense of
$0.2 million.  Other expenses totaled $0.2 million in 2003 and
consisted primarily of realized loss on the sale of investment
securities.

In March 2004, the Company entered into a contract with the
University of Missouri Research Reactor facility group (MURR)
located in Columbia, Missouri, under which MURR is responsible for
the manufacture, including process qualification, quality control,
packaging and shipping, of the holmium-166 component of STR for
the Company's STR Phase III trial.  In November 2004, the Company
exercised its option to extend the term of the agreement until
March 1, 2006. Under the contract, the Company pays a fixed price
per unit of holmium-166 ordered, subject to a minimum purchase
requirement, and fixed amounts for handling and maintenance.
During 2004 the Company purchased the minimum quantities under the
contract, which totaled approximately $510,000.  Minimum purchases
during 2005 under the contract are estimated to be approximately
$630,000.

Preferred dividends on Series 1 Preferred Stock were $0.5 million
in both 2004 and 2003.

NeoRx -- http://www.neorx.com/-- is a cancer therapeutics
development company.  The Company's product pipeline includes STR,
a radiotherapeutic targeting bone, currently in a pivotal Phase
III clinical trial for patients with multiple myeloma, and NX 473,
a next-generation platinum therapy that the Company plans to
evaluate in the treatment of patients with advanced lung and
colorectal cancers.


NORTEL NETWORKS: Infuses $10M Equity Funding to Sasken Comm.
------------------------------------------------------------
Nortel Networks [NYSE/TSX: NT] has invested US$10 million in
Sasken Communication Technologies Limited for an undisclosed stake
in Sasken's fully diluted equity.

Nortel and Sasken have also signed an amendment to an existing
services agreement under which they will continue to work together
to develop new software and deploy Nortel networking solutions.
Sasken, a pioneer in telecom research and development outsourcing,
has been a key supplier to Nortel since 1991, and is currently
focused on supporting Nortel's GSM digital wireless and enterprise
communications solutions.  Sasken will also play a major role in
training, technical support and other engineering services in
Nortel projects in India.

This investment strengthens Nortel's strategic relationship with
Sasken and aligns with Nortel's objective to bring greater
capabilities to customers in the critical emerging markets of
India and the Asia Pacific region.  Sasken plans to use this
investment to fuel its growth through acquisitions.

"Nortel has been an important customer of Sasken for the past 15
years," said Rajiv Mody, chairman and chief executive officer,
Sasken Communication Technologies Limited.  "This investment is a
re-affirmation of Nortel's long and close relationship with
Sasken.  We believe that this investment and the expanded services
agreement are key milestones in achieving our vision of becoming
India's leading telecommunication solutions provider."

"India is an important market for Nortel," said Brian McFadden,
chief research officer, Nortel, "and Sasken has played a key role
in Nortel's R&D and market success.  Strengthening our
relationship with Sasken is an investment in our future, and
provides Nortel with a stronger foothold to serve our customers in
India and the Asia Pacific region."

"This is another important investment in strengthening our
position as a leading player in India," said John Giamatteo,
president, Asia Pacific, Nortel.  "A close relationship with a
leading local supplier like Sasken in one of the world's fastest
growing markets will further enhance Nortel's ability to stay
competitive in the Indian market and beyond."

                           About Sasken

Sasken - http://www.sasken.com/-- a pioneer in telecom R&D
outsourcing, offers a unique combination of complementary IP
software components, research and development consultancy and
software services to leading semiconductor manufacturers, network
equipment companies, and global wireless handset developers.
Established in 1989, Sasken employs over 2,000 staff, operating
from state-of-the-art research and development centers in
Bangalore and Pune, India and has offices in Canada, China,
Germany, Japan, Sweden, France, the UK and the United States.

                          About Nortel

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information.  Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com/.Forthe latest Nortel
news, visit http://www.nortel.com/news

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NRG ENERGY: Registering 4% Convert. Preferred Shares with SEC
-------------------------------------------------------------
Timothy W. J. O'Brien, Vice President, Secretary and General
Counsel of NRG Energy, Inc., reports that the Company filed with
the Securities and Exchange Commission a registration statement on
Form S-3 to register 420,000 shares of 4% Convertible Perpetual
Preferred Stock.

NRG is also preparing to file an amended registration statement on
Form S-4 to register its 8% second priority secured notes due
2013.

In connection with these filings, NRG filed unaudited pro forma
consolidated balance sheet, consolidated statement of operations,
and earnings per share information reflecting the impact of the
these transactions which occurred in the first quarter of 2005:

    -- Redemption and repurchase of $415.8 million of NRG's
       8% Notes; and

    -- Dividend declaration of 4% Convertible Perpetual Preferred
       Stock for 2004 -- reflected in the earnings per share
       Information.

The unaudited pro forma balance sheet, Mr. O'Brien explains, is
based on NRG's balance sheet and has been prepared to reflect the
redemption and repurchase of the 8% Notes assuming the transaction
had occurred on December 31, 2004.  The unaudited pro forma
statement of operations is based on NRG's statement of operations
and has been prepared to reflect the decrease in interest expense
assuming the redemption and purchase of the 8% Notes had occurred
on December 31, 2003.

A full-text copy of the Registration Statement on Form S-3 is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/1013871/000095012305003800/y05286sv3.htm

Copies of the unaudited pro forma balance sheet, consolidated
statement of operations, and earnings per share information are
available at no charge at:


http://www.sec.gov/Archives/edgar/data/1013871/000095012305003796/y07310e8vk.htm

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

                          *     *     *

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


OWENS CORNING: Plans to Expand in South Korea & Shanghai
--------------------------------------------------------
Asia Pulse reports that Owens Corning will build a second
facility in South Korea to produce roofing shingles for the local
market and other Asian countries.  The plant will be located in
Asan, about 100 kilometers south of Seoul.  The $6 million plant
will operate in September 2005 and is expected to produce
$34.9 million worth of roofing shingles annually.

                     Shanghai Technology Center

Furthermore, Owens Corning will put up a technology center in
Shanghai to meet the demand for "high quality residences, energy-
saving building materials and solutions" in the Asia-Pacific
region, Asia Pulse add.  The center will focus working on
residential and commercial buildings, market and infrastructure
construction for energy, auto transport, electronics, and ship,
and to expand Owens Corning's glass fiber application fields.

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


OZARK AIR: Ch. 7 Trustee Wants to Hire Gary Barnes as Accountant
----------------------------------------------------------------
Patrick J. Malloy, the Chapter 7 Trustee overseeing the
liquidation of Ozark Air Lines, Inc. d/b/a Great Plains Airlines,
asks the U.S. Bankruptcy Court for the Northern District of
Oklahoma for permission to employ Gary Barnes of Barnes & Barnes,
Inc., as his accountant.

Mr. Barnes will:

   (1) review and itemize all pre-petition transfers;

   (2) assist in retaining and analyzing all financial records;
       and

   (3) prepare estate tax returns.

Mr. Barnes' hourly rate is $125 per hour.

Mr. Barnes assures the Court that the Firm has no adverse interest
in this case and is well qualified to provide services to the
Trustee.

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that served Colorado
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville.  The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361) and converted into chapter 7
case on March 11, 2005.  Sidney K. Swinson, Esq., Jeffrey D.
Hassell, Esq., and John D. Dale, Esq., at Gable & Gotwals
represent the Debtor.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of more than
$10 million.


PACIFIC LUMBER: Logging Stay Cues S&P to Junk Ratings to CCC-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pacific Lumber Co. to 'CCC-' from 'CCC+'.  S&P says the
ratings remain on CreditWatch with negative implications.

"The downgrade follows a stay issued on April 6, 2005, by
California's State Water Resources Control Board that immediately
stops logging under four Timber Harvest Permits approved by the
North Coast Regional Water Board on March 16, 2005," said Standard
& Poor's credit analyst Dominick D'Ascoli.  This stay order
reduces Scotia Pacific Co. LLC's (Pacific Lumber's wholly owned
subsidiary and primary log supplier) allowable harvest to 50% of
the total harvest limit already approved by the California
Department of Forestry on the Elk River and Freshwater Creek
watersheds.  It is expected to take at least two months to resolve
this matter.

Standard & Poor's is concerned the latest stay action will cause
Pacific Lumber to file for bankruptcy protection because the
company is almost out of liquidity.  Reduced logging at Scotia
Pacific will limit raw-material supply at Pacific Lumber, thereby
reducing liquidity further.  In addition, Pacific Lumber's
covenant violation waiver under its revolving credit facility
expires April 15, 2005.

Scotia Pacific has already announced it has entered into an
agreement with UBS Securities LLC to assist the company in
restructuring its outstanding timber notes.


RBC CENTURA: Moody's Junks Bank's Financial Strength Rating
-----------------------------------------------------------
Moody's Investors Service downgraded the bank financial strength
rating of RBC Centura Bank to C- from C.  Moody's also affirmed
RBC Centura's deposit ratings at Aa3.  The rating outlook on the
bank financial strength rating is stable.  Moody's, however,
changed the rating outlook on RBC Centura's deposit ratings to
negative from stable.

RBC Centura Bank is the banking subsidiary of RBC Centura Banks,
Inc., which is a wholly-owned subsidiary of Royal Bank of Canada.
Royal Bank of Canada is rated Aa2 for deposits and its bank
financial strength rating is B+.  The outlook for all its ratings
is stable.

Moody's said that the downgrade in RBC Centura's bank financial
strength rating is in response to the bank's below average
financial fundamentals and the challenges it faces in improving
profits and meeting its strategic objectives without increasing
its risk profile.  Moody's bank financial strength rating
represents Moody's opinion of a bank's intrinsic safety and
soundness and excludes certain external credit risks and credit
support elements that are addressed by Moody's debt and deposit
ratings.  As a point of reference, the majority of US banks rated
C- for bank financial strength are rated Baa1 or Baa2 for long-
term deposits.

Therefore, the benefit to RBC Centura's depositors and creditors
from its ownership by Royal Bank of Canada is significant.  Given
the difficulty Royal Bank of Canada has had in executing its US
strategy through RBC Centura, with profitability remaining below
the median for US banks rated C- for bank financial strength,
Moody's diminished opinion of the financial strength of RBC
Centura recognizes that the implied level of support from Royal
Bank of Canada has increased.

RBC Centura's financial fundamentals raise concerns about Royal
Bank of Canada's US retail banking strategy.  As a result, Moody's
believes that the appropriate outlook for RBC Centura's deposit
ratings is no longer stable.  The future direction of Moody's
outlook on RBC Centura's deposit ratings will reflect Royal Bank
of Canada's success in executing its US retail banking strategy
through RBC Centura.

Nonetheless, Moody's noted that the affirmation of RBC Centura's
deposit ratings is based on the credit enhancement it receives
from its ultimate parent, Royal Bank of Canada.  Moody's said that
Royal Bank of Canada has the capacity to support RBC Centura and
that the probability that it would give its US subsidiary support,
if needed, is high because Royal Bank of Canada would want to
support its own net worth, and it would not want to alienate US
bank regulators.

RBC Centura Banks, Inc., headquartered in Rocky Mount, North
Carolina, had assets of $18.4 billion as of December 31, 2004.


RITE AID: Earns $228.6 Million of Net Income in 2004 Quarter
------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) discloses financial results
for its fourth quarter ended February 26, 2005.

Revenues for the 13-week fourth quarter were $4.34 billion versus
revenues of $4.40 billion in the prior year fourth quarter.
Revenues decreased 1.3 percent.

Same store sales decreased 0.9 percent during the fourth quarter
as compared to the year-ago like period, consisting of a 1.1
percent pharmacy same store sales decrease and a 0.5 percent
decrease in front-end same store sales. Prescription sales
accounted for 61.9 percent of total sales, and third party
prescription sales represented 93.6 percent of pharmacy sales.

Net income for the fourth quarter increased to $228.6 million or
$.35 per diluted share compared to last year's fourth quarter net
income of $59.4 million or $.09 per diluted share.  The
improvement was due to a $179.5 million or $.29 per diluted share
income tax benefit from the reduction of a valuation allowance for
deferred tax assets.

Adjusted EBITDA amounted to $167.9 million or 3.9 percent of
revenues.  This compares to $216.9 million or 4.9 percent of
revenues for the like period last year.  Adjusted EBITDA decreased
$49.0 million due primarily to lower revenues and higher selling,
general and administrative expenses partially offset by improved
gross margins.

"We had a difficult quarter as we continued to feel the negative
impact of the United Auto Workers mandatory mail program," said
Mary Sammons, Rite Aid president and CEO.  "With the roll out of
our new pharmacy dispensing system completed, our new customer
satisfaction tracking system in place and the recent strengthening
of our field pharmacy management team, we are doing the right
things to get sales back on track.  This includes programs to
improve the total customer experience and the start-up of our own
pharmacy benefit management company with mail capabilities.  Going
forward we are substantially increasing the investment we are
making in our store base, including opening new and relocated
stores with a new more customer-friendly design and remodeling
existing stores."

In the fourth quarter, the company opened four new stores,
relocated four stores, acquired two stores, closed 13 stores and
remodeled 18 stores.  Stores in operation at the end of the
quarter totaled 3,356.

                           Year-End Results

For the 52-week fiscal year ended February 26, 2005, Rite Aid had
revenues of $16.8 billion as compared to revenues of $16.6 billion
for the prior year. Revenues increased 1.3%.

Same store sales increased 1.6 percent, consisting of a 1.6
percent pharmacy same store sales increase and a 1.6 percent
increase in front-end same store sales.  Prescription sales
accounted for 63.6 percent of total sales, and third party
prescription sales were 93.5 percent of pharmacy sales.

Net income for the year was $302.5 million, or $.47 per diluted
share, compared to net income of $83.4 million or $.11 per
diluted share for last year.  The improvement in results was due
primarily to a $38.8 million positive impact from a LIFO credit, a
$17.8 million decrease in depreciation and amortization expense,
an $18.6 million reduction in interest expense, a $16.1 million
reduction in loss on debt modifications and retirements and a
$119.8 million increase in an income tax benefit primarily from
the reduction of a valuation allowance for deferred tax assets.
The tax benefit increased net income by $179.5 million or $.32 per
diluted share.

As computed on the attached table, adjusted EBITDA for the
year was $725.9 million or 4.3 percent of revenues compared to
$722.3 million or 4.3 percent of revenues for the prior year.

During the year, the company reduced debt by $580 million to
$3.3 billion from $3.9 billion.

For the year, the company opened seven new stores, relocated
13 stores, acquired five stores, closed 38 stores and remodeled
172 stores. Stores in operation at the end of the year totaled
3,356.

            Company Announces Guidance for Fiscal 2006

Rite Aid announces that it expects sales of $17.3 billion to
$17.7 billion in fiscal 2006, which has 53 weeks, with same stores
sales improving 1.4 percent to 3.4 percent over fiscal 2005.  Net
income for fiscal 2006 is expected to be between $45 million and
$71 million or between $.02 and $.07 per diluted share.  Adjusted
EBITDA, as reconciled on the attached table, for fiscal 2006 is
expected to be $700 million to $750 million.  The company said
that capital expenditures are expected to be in the range of
$350 million to $400 million before any proceeds from property
sales and leasebacks.

"As you can see from our guidance, we expect to deliver another
profitable year," Mr. Sammons said.  "We anticipate that the
negative factors currently impacting our pharmacy sales will
continue through the first half of the year, but that we will see
marked improvement from our initiatives during the second half of
fiscal 2006."

Mr. Sammons said the company expects to open approximately 80 new
and relocated stores and remodel approximately 200 stores in
fiscal 2006.

Rite Aid Corporation -- http://www.riteaid.com-- is one of the
nation's leading drugstore chains with annual revenues of $16.8
billion and approximately 3,400 stores in 28 states and the
District of Columbia.
                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

Fitch says the Rating Outlook is Stable.


SEMECA GAMING: Moody's Reviews Low-B Ratings & May Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Seneca Gaming
Corporation on review for possible downgrade following SGC's
announcement that G. Michael Brown resigned as President & Chief
Executive Officer, and that SGC and Freemantle Limited have come
to a mutual agreement to terminate their term loan agreement.

The review for possible downgrade considers the uncertainty
surrounding the circumstances behind these announcements, as well
as their near-term and long-term credit impact.  These
announcements follow SGC's Jan. 6, 2005 announcement that there
would be a delay in filing its Annual Report on Form 10-K (still
not filed) following the election of a new President of the Seneca
Nation, appointment of new Board members, and the decision by the
Seneca Nation to hire an independent counsel to conduct a review
of all actions taken, including actions taken by the Seneca
Nation, in the building, financing, management and operation of
the Nation's gaming facilities, including the Seneca Niagara
Casino and the Seneca Allegany Casino.  Moody's revised SGC's
ratings outlook to negative from stable on Jan. 6, 2005.

A decision regarding the ratings impact of these, and any other
announcements and/or findings will be made in the next thirty
days.  These ratings were placed on review for possible downgrade:

   - Ba3 senior implied rating;
   - B2 senior note rating;
   - B2 long-term issuer rating; and
   - SGL-2 speculative grade liquidity rating.

Seneca Gaming Corporation is an incorporated instrumentality of
the Seneca Nation of Indians of New York, is federally recognized,
and has a compact with the State of New York that provides the
Nation with the right to establish and operate three Class III
gaming facilities in western New York.  Seneca Gaming currently
owns and operates the Seneca Niagara Casino and the Seneca
Allegany Casino.


SHAW GROUP: Moody's Reviews Low-B Ratings for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed the long-term ratings of The
Shaw Group Inc. on review for possible upgrade following the
company's announcement that it intends to utilize the proceeds
from an approximately $270 million secondary equity offering to
tender for all outstanding 10.75% senior unsecured notes due 2010,
effectively retiring virtually all long-term debt.

Ratings placed on review include:

   * Ba3 -- senior implied
   * Ba3 -- 10.75% senior unsecured notes due 2010
   * B1 -- senior unsecured issuer rating

The company's Ba2 senior secured credit facility rating is not on
review for possible upgrade.  Given the company's intention to
replace the current $300 million senior secured credit facility
with a new $400 million facility, Moody's will withdraw the Ba2
rating on the current facility and assign a rating to the new
credit facility upon its effectiveness.

At this time, Moody's has also withdrawn the B1 rating on the
company's senior unsecured LYONs given there remains only
$1 million in debt securities outstanding following the company's
tender for those securities last year.  Should the tender for
outstanding senior unsecured notes be successful executed, Moody's
will withdraw the Ba3 senior unsecured ratings.

Moody's review will focus on the sustainability of the trend of
recently-improved operating performance, including:

   * operating margin expansion and potential cost overruns on
     significant projects;

   * quality of earnings relative to non-recurring reserve
     reversals and revenue from favorable dispute settlement
     claims;

   * prospects for continued revenue and cash flow growth despite
     a shrinking project backlog;  and

   * liquidity.

While the company intends to retire virtually all funded long-term
debt, leaving approximately $30 million in debt outstanding,
Moody's analysis will focus on the company's pro-forma capital
structure, with particular emphasis on adjusted debt levels, which
in addition to straight debt take into consideration unfunded
pension liabilities at foreign subsidiaries and the capitalization
of operating leases.

The Shaw Group Inc., headquartered in Baton Rouge, Louisiana, is a
leading global provider of:

   * technology,
   * engineering,
   * procurement,
   * construction,
   * maintenance,
   * fabrication,
   * manufacturing,
   * consulting,
   * remediation, and
   * facilities management services for:
      - energy,
      - chemicals,
      - environmental,
      - infrastructure, and
      - emergency response markets

LTM 2Q 2005 revenue was $3.3 billion.


SOLUTIA INC: Wants to Implement 2005 Incentive Program
------------------------------------------------------
Historically, Solutia Inc. implemented annual incentive plans
designed to retain, motivate and reward employees.  The annual
incentive plans are "pay-for-performance" programs as employees
are only paid a bonus if they meet certain performance metrics.
The performance metrics for any given year are determined in
connection with Solutia's business goals for that year.  At the
outset of the Debtors' Chapter 11 cases, two of Solutia's primary
business goals were to stabilize its business operations and
implement significant cost cutting measures.  As a result, the
performance metrics utilized in the Debtors' employee incentive
program for 2004 were designed to encourage employees to achieve
cost reductions and increase liquidity.  During 2004, Solutia was
able to achieve those goals.

For 2005, one of Solutia's primary goals is to grow its
businesses.  Accordingly, Solutia seeks the Court's authority to
implement a 2005 annual incentive plan designed to motivate
employees to engage in initiatives and activities that will
achieve its goals.  The Official Committee of Unsecured Creditors
and Monsanto Company support the 2005 Incentive Program.

               Need for the 2005 Incentive Program

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that in developing the 2005 Incentive Program, the
Debtors engaged in an extensive and thoughtful process to insure
that their employees were motivated to achieve their business
goals:

   * At the beginning of 2005, Solutia's senior management team
     established financial metric thresholds based on the 2005
     budget for its nylon business, performance products
     business, and business support services;

   * The financial metric thresholds were submitted for review,
     comment and approval to Solutia's Executive Compensation
     and Development Committee of its Board of Directors;

   * After the terms of the 2005 Incentive Program were approved
     by the Executive Committee, Solutia presented the Program to
     the Creditors Committee and Monsanto for their review,
     comment and support;

   * At the review conclusion, the Creditors Committee and
     Monsanto requested certain modifications to the Program.
     After careful consideration and arm's-length negotiations,
     Solutia modified the Program to address the concerns.

The key terms of the 2005 Incentive Program include:

   (a) The amount of the incentive pools for Nylon and
       Performance Products will be determined based on the
       achievement of specific business objectives for their
       business units.

   (b) Consistent with the 2004 Incentive Program, there will not
       be a threshold level of corporate performance that must be
       met for the incentive program to pay out bonuses to
       employees in the Performance Product and Nylon units.

   (c) The amount of the incentive pool for Core will be
       determined by Solutia's overall enterprise performance.

   (d) The financial metric thresholds that will determine the
       amount of the incentive pools for Core, Performance
       Products and Nylon are:

            =======================================
            Unit            Measure          Weight
            ----            -------          ------
            Core            EBITDAR            75%

            Performance     EBITDA             60%
            Products

            Nylon           EBITDA             55%
            =======================================

            =======================================
            Unit            Measure          Weight
            ----            -------          ------
            Core            Free Cash Flow     25%

            Performance     Free Cash Flow      5%
            Products

            Nylon           Free Cash Flow    22.5%
            =======================================

            =======================================
            Unit            Measure          Weight
            ----            -------          ------
            Performance     New Revenue        35%
            Products

            Nylon           Cost Reduction    22.5%
            =======================================

   (e) At the end of 2005, Solutia will renew the financial
       metric thresholds and determine the amount of the
       incentive pools that need to be established.

Solutia will follow this process in making awards to eligible
employees:

   (a) Solutia will determine the amount of the incentive pools
       and, thereafter, Solutia will fund the incentive pools;

   (b) The funds in the incentive pools will be allocated to
       individuals based on the performance of their business
       units and recommendations by their managers based on their
       individual performance:

                                           Performance
          Organizational Level           Unit    Individual
          --------------------           ----    ----------
          Executive Leadership and         75%      25%
          their Direct Reports

          Other participants               50%      50%

   (c) The recommendations of managers based on individual
       performance will be reviewed and approved by senior
       management; and

   (d) The Executive Committee will give final approval for all
       recommendations.

Solutia projects that the total cost of the 2005 Incentive
Program will be $25 million if the entire program is paid at
target levels.  Solutia will award its employees as soon as
practicable after it closes its accounts for fiscal year 2005.
In no event will the amounts be paid later than 2-1/2 months
after the end of the 2005 calendar year.

                    Employment Modifications

The Debtors also seek the Court's permission to enter into
modifications to their employment agreements with Rosemary L.
Klein, Robert T. DeBolt, Jeffry N. Quinn and James M. Sullivan.

(1) Rosemary Klien

    In November 2004, Solutia promoted Rosemary L. Klien from the
    Vice-President and Co-General Counsel position to Senior
    Vice-President and General Counsel based on her expertise and
    leadership abilities.  As a result, Ms. Klein's management
    and oversight responsibilities are increasing dramatically.
    Solutia proposes to modify the terms of Ms. Klein's
    employment to provide for:

    -- an increase in base salary from $190,000 to $250,000;

    -- an increase in annual target bonus from 40% to 75%;

    -- an emergence bonus of $500,000; and

    -- a severance payment in the event she is terminated other
       than for cause or resigns for good reason, equal to one
       times her base salary.

(2) Robert DeBolt

    In November 2004, Solutia promoted Robert T. DeBolt to the
    position of President of Strategy based on his expertise and
    excellent performance as Nylon's Director of Finance and
    Supply Chain.  The promotion increased Mr. DeBolt's
    responsibilities within Solutia.  Solutia offered Mr. DeBolt
    an enhanced severance package, increasing the potential
    severance pay from 33 weeks to 52 weeks.  Mr. DeBolt will be
    entitled to the severance pay only in the event that he is
    terminated other than for cause or resigns for good reason.

(3) Jeffry Quinn

    At this juncture in the Debtors' reorganization cases,
    leadership is critical to grow Solutia's businesses and
    develop the parameters for a plan of reorganization.  The
    Debtors decided to ensure the retention of their senior
    leadership by modifying the employment agreements of
    Jeffry N. Quinn, Solutia's President and CEO.

    Mr. Quinn's employment agreement will be modified to increase
    his severance payment from 1.25 times his base salary to two
    times his base salary.  Mr. Quinn will be entitled to receive
    his severance payment if he is terminated prior to or after
    Solutia emerges from bankruptcy, provided that the payment
    will be reduced by any amounts paid to him on account of his
    "emergence bonus."

(4) James Sullivan

    The Debtors also want to ensure the retention of James M.
    Sullivan, Solutia's Senior Vice President and Chief Financial
    Officer.  Mr. Sullivan's employment agreement will be
    modified to increase his base salary from $275,000 to
    $325,000 and his severance payment from 1.25 times his base
    salary to 2 times his base salary.  Mr. Sullivan will be
    entitled to receive his severance payment if he is terminated
    prior to or after Solutia emerges from bankruptcy, provided
    that the payment will be reduced by any amounts paid to him
    on account of his "emergence bonus."

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 is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson,
Dunn & Crutcher, LLP.   (Solutia Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Gets Court Nod for Key Employee Incentive Bonuses
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave Spiegel, Inc. and its debtor-affiliates permission
to offer certain non-normal course fixed sum incentives to
identified key employees, on an aggregate not to exceed $966,000,
on the condition that they remain in the Debtors' employ until
they complete necessary participation in the liquidation.

As previously reported, the Debtors believe that retaining key
employees will allow them to gradually maximize the value of their
business and assets.

Marc B. Hankin, Esq., at Shearman & Sterling, LLP, in New York,
relates that the employee incentive bonus will be communicated to
the designated employees along with the employee's expected
termination date.  At the termination date, employees would
receive their normal course severance benefits as well as any
incentive bonus due and owing to them.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STANDARD MOTOR: Weak Credit Measures Prompt S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Standard Motor
Products Inc. on CreditWatch with negative implications.  Standard
Motor, a Long Island City, New York-based automotive aftermarket
parts manufacturer, had about $224 million of total debt
outstanding at Dec. 31, 2004.

"The CreditWatch placement reflects Standard Motor's continued
weak credit protection measures relative to expectations as of
Dec. 31, 2004," said Standard & Poor's credit analyst Nancy
Messer.

The company's financial profile, characterized by high debt
leverage and inconsistent free cash flow generation, was pressured
by debt undertaken to acquire Dana Corp.'s Engine Management (DEM)
division, for $130 million in July 2003 and by subsequent costs
required to integrate and restructure this unprofitable business
unit.

"We remain concerned about Standard Motor's ability to achieve
significant near-term savings from the DEM integration and the
company's lack of cash flow generation because of the costs
incurred to integrate DEM, which has inhibited debt reduction," Ms
Messer said.  "We are also concerned about the deficiencies
identified in 2004 in Standard Motor's internal controls and the
company's inability to complete its assessment on internal control
over financial reporting by Dec. 31, 2004, which bring into
question the reliability of the company's financial controls."

Standard & Poor's plans to meet with management to discuss
Standard Motor's prospects, including the integration of DEM and
the near-term outlook in the company's key end markets, before
resolving the CreditWatch listing.


STELCO INC: Will File Annual Report on April 11
-----------------------------------------------
Stelco Inc. (TSX:STE) provided an update regarding the filing of
financial statements.

The Company missed the deadline for the filing of its annual
financial statements and related information.  Stelco noted that
it expected to file those materials on April 11, 2005.  The
Company also stated at that time that it would file a Default
Status Report every two weeks throughout the filing default
period.

The Company indicated that it has received an extension from the
Toronto Stock Exchange regarding the filing of Stelco's annual
financial statements and annual report for the 2004 fiscal year.
Those materials are now expected to be filed on April 11, 2005.

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


SUNRISE CDO: Moody's Junks $17 Million Class C Rate Notes
---------------------------------------------------------
Moody's Investors Service announced today that it downgraded the
rating of three Classes of Notes issued by Sunrise CDO I, Ltd.
The Aaa rated U.S. $222,600,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2022 have been downgraded from Aaa
on watch for possible downgrade to Aa2 on watch for possible
downgrade.  The U.S. $45,100,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2037 have been downgraded from A3
on watch for possible downgrade to Ba2 on watch for possible
downgrade.  The U.S. $17,050,000 Class C Third Priority Secured
Floating Rate Notes Due 2037 have been downgraded from Caa2 on
watch for possible downgrade to C.

According to Moody's, this action is the result of negative credit
migration and par losses due to defaulted asset-backed securities
in the underlying portfolio.

Rating Action: Downgrade

Issuer: Sunrise CDO I, Ltd

Tranche Description: U.S. $222,600,000 Class A First Priority
                     Senior Secured Floating Rate Notes Due 2037

   * Previous Rating: Aaa on watch for possible downgrade
   * New Rating: Aa2 on watch for possible downgrade

Tranche Description: U.S. $45,100,000 Class B Second Priority
                     Senior Secured Floating Rate Notes Due 2037

   * Previous Rating: A3 on watch for possible downgrade
   * New Rating: Ba2 on watch for possible downgrade

Tranche Description: U.S. $17,050,000 Class C Third Priority
                     Secured Floating Rate Notes Due 2037

   * Previous Rating: Caa2 on watch for possible downgrade
   * New Rating: C


TEACHERS HANDS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Teacher's Hands Academy, Inc.
        3057-2 Curry Ford Road
        Orlando, Florida 32806

Bankruptcy Case No.: 05-03694

Chapter 11 Petition Date: April 8, 2005

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Bradley M Saxton, Esq.
                  Winderweedle, Haines, Ward & Woodman, P.A.
                  Bank of America Center, 390 North Orange Avenue,
                  Suite 1500, P.O. Box 1391
                  Orlando, Florida 32802-1391
                  Tel: (407) 423-4246
                  Fax: (407) 423-7014

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Conrad Acceptance Corporation                 $262,316
476 W. vermont Avenue
Escondido, CA 92025

Internal Revenue Service                      $230,000
850 Trafalgar Court
Maitland, FL 92751

Arturo Garcia                                 $101,450
Calle Caucagua, Qta Los Lobos
Urb. San Ramon
Caracas, Venezuela

Paul Chiaro                                   $100,000

Radiant Properties                             $60,000

Scott Casey                                    $50,281

Leslie Greenslade                              $40,000

John Kirtley                                   $25,000

CitiCapital                                    $24,000

Yvonne Femiano                                 $14,000

Orlando Utilities                              $11,000

Philadelphia Insurance                          $7,413

ACSI International                              $5,059

United Healthcare                               $4,362

TLC Engineering for Architecture                $3,978

Harcourt Assessment                             $3,599

Mad Man Mund Office Furniture                   $3,519

Dalbi & Lymaris Ortiz                           $3,500

Italian Pie & Pasta                             $3,049


THE SCOTTS: Corporate Restructuring Prompts Rating Withdrawal
-------------------------------------------------------------
Moody's Investors Service has withdrawn its senior implied rating,
senior unsecured issuer rating, speculative grade liquidity
rating, and stable outlook on The Scotts Company and assigned the
same ratings and outlook (with the exception of the issuer rating)
to its new parent, The Scotts Miracle-Gro Company.  The rating
action follows the corporate restructuring, announced on
March 18, 2005, whereby holding company SMG and its direct,
wholly-owned subsidiary The Scotts Company LLC were formed, and
operating company Scotts was merged into Scotts LLC.

SMG has assumed all of Scotts' obligations and liabilities,
including the rated debt, and will receive upstream guarantees
from Scotts LLC.  Ratings on the existing debt facilities have
been affirmed.  The corporate restructuring has been undertaken to
facilitate future growth through acquisitions and to provide
better legal protection to its brands and businesses as such
transactions occur.

These ratings were affected by this action:

The Scotts Company

   * senior implied, Ba1 rating withdrawn;
   * senior unsecured issuer, Ba2 rating withdrawn;
   * speculative grade liquidity rating; SGL-2 withdrawn;
   * stable outlook, withdrawn.

The Scotts Miracle-Gro Company

   * $700 million senior secured revolving credit facility due
     October 7, 2008, Ba1 affirmed;

   * $248.8 million senior secured term loan A due
     September 30, 2008, Ba1 affirmed;

   * $149.3 million senior secured term loan B due
     September 30, 2010, Ba1 affirmed;

   * $200 million 6 5/8% senior subordinated notes due
     November 15, 2013, Ba2 affirmed;

   * senior implied, Ba1 assigned;

   * senior unsecured issuer, Ba3 assigned;

   * speculative grade liquidity rating, SGL-2 assigned; and

   * stable outlook, assigned.

The rating/outlook withdrawals and assignments reflect the
assumption of debt by the new holding company entity, SMG, with
upstream guarantees from the key operating subsidiaries.  All
ratings and the outlook are the same except for the senior
unsecured issuer rating that was assigned at Ba3 at the new
holding company.  The reason for the change does not reflect a
deterioration of the fundamental credit quality.  Instead the
assignment of a Ba3 rating reflects the structural subordination
that would occur if unsecured debt were to be issued at the
holding company level without guarantees from operating
subsidiaries.

The ratings continue to benefit from Scotts' efficient operational
platform and its commitment to brand support and product
development that, in turn, supports the company's strong customer
relationships and dominant market positions (market shares ranging
from 40% to 60%).  Further benefiting the ratings is the favorable
long-term sales environment for lawn and garden products, which is
led by retail store growth, leisure trends of an aging population,
and strong home ownership rates.  Moody's expects Scotts to
sustain strong earnings and cash flow generation through its
disciplined brand and operational investments, and through prudent
business expansion opportunities.

Ongoing risks include:

   * the potential for earnings and cash flow volatility due to
     the company's high seasonality;

   * its exposure to unpredictable weather conditions; and

   * retailers' desire to carry lower inventory levels for shorter
     time periods.

Despite Scotts' strong market positions, margin pressure is
present from a highly concentrated customer base (top four
customers represent 75% of North American sales) and their use of
store brands, as well as by Scotts' exposure to swings in raw
materials prices (notably urea).  Finally, the high chemical
composition of the company's products leave it subject to moderate
event risks associated with regulatory, product liability and
legal developments.

The stable outlook reflects Moody's expectation that Scotts will
continue its selective and disciplined approach to acquisitions,
and that the company will maintain its conservative financial
position and good liquidity profile through any potential
transactions.

Moody's does not consider rating downgrades to be likely over the
near-to-medium term, as Scotts' strong business platform and
credit metrics provide ample cushion against unfavorable
developments.  As such, a ratings downgrade would require
sustained erosion in the company's competitive position or growth
prospects such that adjusted debt to EBITDA (excluding seasonal
working capital needs) increases to more than 3 times, adjusted
EBIT margins fall to mid-single digits, and free cash flow to
adjusted debt falls below 15%.  The adoption of aggressive, debt-
financed shareholder return or acquisition strategies could also
prompt negative rating actions.

Conversely, Moody's does not anticipate a rating upgrade to be
likely over the coming twelve-to-eighteen months.  Key restraints
to investment grade consideration include:

   * the company's limited geographic diversity (with challenging
     profitability outside North America);

   * its evolving acquisition strategy (with limited integration
     track record); and

   * its large secured credit facility.

With the favorable resolutions of these concerns over the longer-
term, a rating upgrade would be possible, particularly if Scotts
can maintain its strong credit metrics, with adjusted debt to
EBITDA excluding seasonal working capital needs at under 2.5
times, double-digit adjusted EBIT margins, and free cash flow to
adjusted debt of at least 25%.

The SGL-2 rating reflects the expectation that SMG will maintain
good liquidity through the 12-month period ended June 30, 2006 as
the company continues to generate strong free cash flow over an
annual period, with run-rate funds from operations less capex of
around $170 million.  Further, year-end cash balances ($173
million at September 2004) and a near fully-available $700 million
revolving credit facility (after accounting for estimated
outstanding letters of credit) provide ample sources to cover
seasonal borrowing needs and minimal required quarterly
amortization payments of $0.625 million on the term loan A and
$0.375 million on the term loan B.  Liquidity benefits from no
material upcoming maturities (seller note repayments under
$10 million) and the absence of a cash flow sweep under its senior
secured credit agreement.

Even at its seasonal peak borrowings (during the March 31
quarter), Moody's does not expect liquidity to drop below
approximately $400 million.  Likewise, Moody's anticipates that
SMG will remain well in compliance with its maximum leverage and
minimum interest coverage covenants by maintaining EBITDA cushions
well over 30%.

The SGL rating remains constrained by SMG's heavy reliance on
external sources to fund seasonal operating losses and/or working
capital needs, and the potential for cash flow volatility due to
the seasonal and the weather sensitive nature of its operations
(its products are primarily sold in the spring and summer).
Potential alternative liquidity sources are limited as the credit
facilities are secured by most of the company's valuable tangible
and intangible assets, including stock pledges (two-thirds of
foreign subsidiaries).

The Scotts Miracle-Gro Company, with headquarters in Marysville,
Ohio, is a leading manufacturer and marketer of consumer lawn care
and garden products, primarily in North America and Europe.

The company also operates the Scotts Lawn Service business which
provides lawn and tree and shrub fertilization, insect control and
other related services in the United States.  Scotts sells
professional products to commercial nurseries, greenhouses,
landscape service providers and specialty crop growers in North
America and internationally.

Sales for the trailing twelve months period ended January 1, 2005
were approximately $2.1 billion.


TORCH OFFSHORE: Court Rejects Pitch for a Chapter 11 Trustee
------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy for the
Eastern District of Louisiana denied a motion by the Official
Committee of Unsecured Creditors of Torch Offshore, LLC, and Torch
Express, LLC, asking the Court to appoint a chapter 11 Trustee in
the Debtors' cases.

Judge Brown also rejected the Committee's motion:

     * to pursue claims and objections on behalf of the estate;

     * to amend or reconsider the employment of:

         -- King & Spalding, LLP;
         -- Bridge Associates, LLP; and
         -- Raymond James & Associates, Inc.;

     * to amend or reconsider the postpetition financing provided
       by General Electric Capital Corp.

                             *    *    *

      Review of the Committee's Motion; The U.S. Trustee's
         Statement and Torch Offshore's Response to the
                    Committee's Motion

The Committee believes that a chapter 11 trustee should be
appointed in the Debtors' cases:

     * to stop GE and Regions Bank from taking control of the
       cases and

     * to review the retention of King & Spalding, Raymond James
       and Bridge Associates which appear to be not
       "disinterested"

R. Michael Bolen, the United States Trustee for Region 5,
presented some facts to the Court in support of the Committee's
allegations.  Mr. Bolen said that the proposed settlement with GE
will cause the estates to incur significant losses.

Mr. Bolen also disclosed the professionals' fees:

     * King & Spalding, L.L.P., as national counsel was paid a
       $150,000 retainer and bills as high as $625 per hour;

     * Heller Draper, Hayden and Horn as local counsel also
       received a $150,000 retainer and bills up to $325 per
       hour;

     * Bridge and Associates, L.L.C., as the Debtors'
       restructuring advisor has requested a $400,000 success
       fee and bills as high as $450 per hour; it also
       received a $150,000 retainer; and

     * Raymond James and Associates, Inc., as the Debtors'
       external investment banking advisors, is compensated at
       $100,000 per month.

                   Torch Offshore's Answer

Torch Offshore states that GE, being a secured creditor, only
sought to foreclose its collateral.  GE can't be charged with
fraud, dishonesty, gross mismanagement or any other cause under
Section 1104(a)(1) of the Bankruptcy Code for wanting to
foreclose.

The Debtors reminded the Court that it has reviewed the DIP
Financing Agreement as well as the retention applications of King
& Spalding LLP, Raymond James & Associates, Inc., and Bridge
Associates LLC.  The Debtors are confident that the Court wouldn't
have approved the financing agreement as well as the retentions if
it found them unsatisfactory or questionable.

Torch Offshore added that despite the Committee's thrust of
promoting the best interests of all parties-in-interest, it fails
to provide facts.  The Debtors pointed out that dissatisfaction
with business decisions of a debtor-in-possession isn't sufficient
for an appointment of a trustee.

The Debtors assured the Court that they are effectively managing
their estates as debtors-in-possession.  They challenged the
Committee to provide hard facts supporting its allegations that
Regions Bank and GE are taking control of the chapter 11 cases.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TOWER AUTOMOTIVE: Moody's Assigns Low-B ratings to $725M Debts
--------------------------------------------------------------
On February 25, 2005 Moody's Investors Service assigned point-in-
time unmonitored ratings for $725 million of debtor-in-possession
credit facilities provided to R.J. Tower Corporation as a Debtor-
in-Possession.  RJ Tower is the primary domestic subsidiary of
Tower Automotive, Inc., as a Debtor-in-Possession.  No outlook was
assigned, given that the ratings will remain unmonitored and
therefore will not be updated for future events.

The DIP facility ratings were:

   - A Ba2 rating for RJ Tower's $300 million tranche A DIP
     Revolver due February 2, 2007;

   - A Ba3 rating for RJ Tower's $425 million tranche B DIP Term
     Loan due February 2, 2007

The notching differential between the DIP facilities was based
upon the fact that while both DIP facilities are supported by
superpriority claim status, perfected first-priority senior
priming liens, and guarantees by Tower Automotive and
substantially all domestic subsidiaries, the credit agreement
specifies that the DIP Revolver obligations are to be repaid in
full prior to any repayments of the DIP Term Loan obligations.

The collateral package for the DIP facilities consists of first
liens on most of the company's domestic assets, 100% of the stock
of domestic subsidiaries, and up to 65% of the stock of first-tier
foreign subsidiaries.  Drawdowns under the DIP Revolver are also
supported at all times by a domestic borrowing base limitation.
While this borrowing base provides some added protection to the
lenders under this facility, Moody's notes that up to 75% of the
borrowing base calculation is permitted to consist of advances
against appraised orderly liquidation values for machinery and
equipment.  Moody's notes that this revolving credit structure is
heavily driven by the value of property and equipment and places
limited reliance upon the support of liquid asset coverage.

The rating assignments for the DIP facilities favorably reflected
that approximately $818 million of senior unsecured pre-petition
debt obligations were classified as liabilities subject to
compromise and will not receive any cash interest payments while
Tower Automotive and its domestic subsidiaries remain in
bankruptcy.  The DIP ratings additionally reflected that the DIP
Revolver provides the company with access to incremental
liquidity, that Tower has approximately $1.4 billion of value-
added new business launching through 2005 with many of these
launches already completed, and that the company continues to
benefit from significant support from its key customers
particularly in light of its high volume of new launches and
limited number of full-service competitors.

Steel exposure will be further mitigated through the transition to
additional low-risk resale agreements with customers.  Tower's
international operations remain strong and profitable, and the
company maintains that there will be sufficient flexibility to
repatriate funds as needed.  Management represents that none of
Tower's foreign liquidity facilities contain provisions
restricting the transfer of foreign cash to the US.  Despite the
fact that the DIP lenders will not hold direct liens on foreign
assets, they will have the legal right to receive any cash
proceeds from foreign subsidiary sales.

The DIP rating assignments were constrained by:

   1. the transaction's non-traditional borrowing base and
      reliance primarily upon recovery from fixed asset coverage
      and/or future cash flows;

   2. concern that management's assumptions regarding improving
      business economics and performance enhancements may be
      difficult to achieve in the current environment;  and

   3. potential for the rollouts of new launches to be delayed
      and/or for production volumes of existing platforms to fall
      below expectations.

A high proportion of Tower's assets and operating margins are
notably generated outside of the US and consideration of the US
operations alone would not support the ratings assigned.  Moody's
additionally notes that Tower's ongoing projected liquidity
remains reliant upon accommodations by certain customers and a
small degree of future trade support.  The company will
additionally be obligated to continue to pay cash interest for its
$155 million second-lien letter of credit facility, its
approximately $185 million of foreign debt, and about $67 million
of existing IRB's and capital leases that will not be compromised
as a result of the bankruptcy filing.  DIP Revolver usage is
notably expected to increase over the life of the facility, as the
company finances new launches and funds restructuring efforts.

Tower Automotive, Inc., headquartered in Novi, Michigan, is a Tier
1 supplier of structural components and assemblies for automotive
manufacturers.  Annual revenues approximate $3.0 billion.  Tower
Automotive and its direct and indirect wholly-owned domestic
subsidiaries filed for protection under Chapter 11 of the US
Bankruptcy Code on February 2, 2005.


TOWER AUTOMOTIVE: Retains Ernst & Young as Auditors
---------------------------------------------------
Ernst & Young LLP provided prepetition services to Tower
Automotive, Inc., and its debtor-affiliates related with internal
auditing, tax consulting, and actuarial services.  Thus, the firm
has considerable knowledge concerning the Debtors and is already
familiar with the Debtors' business affairs.  The Debtors believe
that Ernst & Young is well qualified and able to perform internal
auditing and tax services for the Debtors in a cost-effective,
efficient, and timely manner during their Chapter 11 cases.

The Debtors sought and obtained permission from the U.S.
Bankruptcy Court for the District of New York to employ Ernst &
Young to continue to provide them with internal auditing and tax
advisory services, nunc pro tunc to February 2, 2005.

As auditors, Ernst & Young will:

   (a) assist in preparing a risk assessment, internal audit plan
       and recommending internal audit priorities;

   (b) prepare written reports to the Debtors outlining the audit
       procedures performed, finding resulting from the
       performance of those procedures, and recommendations for
       improvement in systems, processes and procedures, if
       applicable;

   (c) provide services related to Section 404 of the Sarbanes-
       Oxley Act of 2002, including assistance with the
       documentation and testing of certain specific controls,
       and provide findings and recommendations for those
       transaction flows and controls assigned to the firm;

   (d) provide tax advice concerning Dutch tax planning; and

   (e) provide tax advice concerning shifts in ownership of the
       Debtors' common stock for purposes of determining the
       application of Section 382 of the Internal Revenue Code.

In exchange for these services, the Debtors will pay Ernst &
Young at its customary hourly rates, subject to periodic
adjustments:

                          Internal   Information
                          Auditing    Technology   Tax Advisory
                          --------   -----------   ------------
   Partners, Principals       $330          $330           $330
   & Directors

   Senior Managers            $230          $275           $275

   Managers                   $180          $220           $220

   Seniors                    $128          $180           $180

   Staff                      $110          $135           $135

   Client Service             $100          $100           $100
   Administrator

Michael S. Hanley, a member of Ernst & Young, assures the Court
that the firm:

   -- has no connection with the Debtors, their creditors or
      other parties-in-interest in their restructuring cases;

   -- does not hold any interest adverse to the Debtors' estates;
      and

   -- is a "disinterested person," as defined in Section 101(14)
      of the Bankruptcy Code.


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.  (Tower Automotive Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRANSACTION NETWORK: Moody's Reviews Low-B Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed TNS, Inc.'s ratings on review for
possible downgrade following the company's announcement of its
nine million share repurchase via a modified Dutch auction tender
process.  Transaction Network Services, Inc., TNS' wholly-owned
subsidiary, will use a potion of the proceeds from a new
$240 million bank credit facility to fund the transaction, thus
resulting in a material increase in consolidated financial
leverage that is outside of original expectations, thus prompting
the review of the ratings for possible downgrade.  Moody's
anticipates that TNS' total debt will increase from $51 million at
fiscal year end 2004 to between $165 million and $220 million pro
forma the transaction.

These ratings were placed on review for possible downgrade:

For TNS, Inc.:

   * Senior implied rating of Ba3; and
   * Issuer rating of B1.

For Transaction Network Services, Inc.:

   * $65 million (now $51 million) senior secured term loan
     maturing 2008 rated Ba3; and

   * $30 million senior secured revolving credit facility maturing
     2009 rated Ba3.

The review will focus on the company's ability to support the
incremental debt proposed for the transaction while operations are
still challenged by adverse trends in its domestic point-of-
service business (roughly 45% of consolidated revenue)- including
decreased volume, weakened pricing, and the decline in revenues
from its largest customer, which could potentially result in
meaningful pressure on TNS' consolidated financial position.
Moody's expects that the company will use up to $170 million of
its anticipated $240 million of new bank credit facilities to
purchase equity at an estimated range of $18.00 to $18.50 per
share in a modified Dutch auction tender.

Additionally, the review will focus on pro forma liquidity and the
company's relationship with its sponsors, given that GTCR will
continue to own approximately 35% of the outstanding float after
the transaction.

Ratings could fall by one notch if Moody's believes that TNS's
proposed capital structure no longer fits the metrics of a Ba3
profile or if Moody's believes that the company's domestic cash
flows and collateral no longer merit Ba3 recovery value.  The
ratings could be confirmed if Moody's sees a high potential for
the company to meaningfully reduce financial leverage shortly
after completion of the proposed transaction and if concurrently
the company's profitability and cash flow generation would meet
growth expectations or at least remain stable given the declines
in the domestic POS business.

TNS, Inc., headquartered in Reston, Virginia, is a leading
provider of business-critical data communications for transaction-
oriented applications.  Revenues were approximately $249 million
in fiscal 2004.


UNITED AIRLINES: Gets More Time to Negotiate with IAM
-----------------------------------------------------
UAL Corporation and its debtor-affiliates ask Judge Wedoff for
more time to negotiate with the International Association of
Machinists and Aerospace Workers.

In January 2005, the Debtors reached a tentative agreement with
the Aircraft Mechanics Fraternal Association.  The AMFA's
membership did not ratify the tentative agreement, so the Debtors
asked the Court to approve modifications to their collective
bargaining agreement pursuant to Section 1113(e) of the Bankruptcy
Code.  The Court granted the request, giving the parties through
May 31, 2005, to satisfy interim financial needs and negotiate a
consensual resolution on labor and pension savings.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, points out that the Section 1113(e) relief entered
against the IAM runs through April 11, before the scheduled start
of the Section 1113(c) hearing and 51 days before expiration of
the Debtors' interim relief against the AMFA.  For negotiating and
scheduling purposes, it will be easier if the expiration dates are
coordinated.  Specifically, the Court should extend the
Section 1113(e) relief against the IAM through May 31, 2005, the
same date the interim relief against the AMFA expires.

The Debtors also want all interim changes to the IAM collective
bargaining agreements extended.

According to Mr. Sprayregen, the Debtors' agreements with their
unions are conditioned upon the achievement of savings from every
other group.  If the savings from the IAM cease on April 11, other
unions may attempt to exercise their termination rights, putting
the entire labor savings initiative at risk.  This could cause the
Debtors to violate the DIP financing covenants, imperiling the
chances of obtaining exit financing.

                          *     *     *

Judge Wedoff grants the Debtors' request.

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


US AIRWAYS: Electronic Systems Resents U.S. Bank's Priority Status
------------------------------------------------------------------
Pursuant to a long-term Service Contract, Electronic Data Systems
Corporation and EDS Information Services, L.L.C., provide back
office information technology support to U.S. Airways, Inc., and
its debtor-affiliates.

In November 2004, EDS asked the U.S. Bankruptcy Court for the
Eastern District of Virginia for adequate assurance related to the
Contract with the Debtors.  A Consent Order, approved by the Court
in February 2005, provides that EDS is allowed a superpriority
administrative claim for accrued and unpaid postpetition services
under the Contract, not to exceed $28,000,000.

               Restrict NOL Trading, Debtors Ask

As reported in the Troubled Company Reporter on Oct. 15, 2004, the
Debtors asked the Court to establish a notice and hearing
procedure that must be satisfied before transfers of claims
against, and equity securities in, the Debtors are deemed
effective.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that the Debtors must protect and preserve Net Operating
Losses totaling more than $600,000,000.  The Debtors can maintain
the NOLs by establishing notice and hearing procedures for trading
of claims and equity securities.  If left unrestricted, improper
trading could severely limit the use of the NOLs and could have
negative consequences for the Debtors, their estates and the
reorganization process.

To preserve the flexibility to craft a plan of reorganization that
maximizes the NOLs' value, the Debtors must closely monitor
transfers of claims and equity securities.  If noncompliant
transfers are contemplated, the Debtors must be able to act
accordingly to preserve the NOLs.

Specifically, trading of claims and equity securities could
adversely affect the Debtors' NOLs if:

   (a) too many 5% blocks of equity securities are created, or
       too many shares change hands from these blocks, so that,
       an ownership change within the meaning of Section 382 of
       the Internal Revenue Code is triggered; or

   (b) ownership of the Debtors' claims currently held by
       "qualified creditors" is transferred, prior to
       consummation of the plan, and those claims would be
       converted under a plan of reorganization into a 5% or
       greater block of the Reorganized Debtors' stock.

The Debtors proposed these procedures for trading in equity
securities:

   -- Any entity designated a Substantial Equityholder will
      file with the Court, and serve a notice of this status
      upon the Debtors and their counsel, within 10 days of
      earning this designation; and

   -- Prior transferring equity securities that would increase
      the amount of US Airways Group, Inc., common stock owned by
      a Substantial Equityholder, the recipient will file with
      the Court, and serve on the Debtors and their counsel,
      advance written notice of the intended equity securities
      transfer.

                           U.S. Bank's Role

The Debtors offered and sold pass through certificates to finance
aircraft they owned or leased.   The Debtors formed Pass Through
Trusts.  U.S. Bank, Mr. Goodman's client, acts as the Pass Through
Trustee for each series of Certificates issued.  The purchasers of
the Certificates are beneficiaries of the issuing Pass Through
Trust.  Each Certificate evidences a pro rata interest in the
property of that particular trust equal to the ratio of the value
of all of the Certificates owned by a holder to the value of all
the Certificates issued by that trust.

U.S. Bank serves as Liquidating Trustee for the Debtors' 29
Liquidating Trusts that were formed to restructure Pass Through
Transactions in US Airways' prior bankruptcy cases.  The
Liquidating Trusts were established to take and hold title to,
and ultimately to dispose of, those Aircraft involved in the Pass
Through Transactions that were either (i) originally owned by the
Debtors and returned during the USAir I Bankruptcy, or (ii) were
subject to leases rejected by the Debtors during the USAir I
Bankruptcy.

Certificates of Beneficial Interests represent the economic
interest in the Liquidating Trusts, the Aircraft and the
Liquidating Trust Leases.  For Aircraft leased to the Debtors in
the USAir I Bankruptcy, the Loan Trustee under the original
Indenture and Security Agreements is the CBI holder, pending
foreclosure.  Once title to the Aircraft is held by the
Liquidating Trusts, whether as a result of foreclosure or return
of Aircraft, the CBIs are distributed to the holders of the
Debtors' Pass Through Certificates.

                 Give Us Senior Status, EDS Demands

Michael D. Warner, Esq., at Warner, Stevens, in Forth Worth,
Texas, contends that U.S. Bank should not be granted a
superpriority administrative claim that is senior to the EDS
Superpriority Administrative Claim.  There is no basis in law or
fact for U.S. Bank to be afforded senior status.  If U.S. Bank is
granted a superpriority administrative claim, EDS's claim should
be senior to U.S. Bank's.  This arrangement makes more sense
because EDS is providing future services and is extending
unsecured credit to the Debtors.  Therefore, EDS is aiding the
Debtors on a current basis and the equities dictate that the EDS
Superpriority Administrative Claim be satisfied ahead of U.S.
Bank.

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


US AIRWAYS: Wants to Reject Two Boeing 737 Aircraft Leases
----------------------------------------------------------
U.S. Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to reject two Aircraft Leases.  Any affected party
should be required to file a proof of claim by 30 days after the
Rejection Date.  This will insulate the Debtors from unwarranted
postpetition administrative expenses.

The Debtors are analyzing their flight schedules, aircraft,
engine types, costs, projected demand for air travel, labor costs
and other business factors in relation to their fleet of aircraft
and engines.  The Debtors intend to maximize the fleet's utility
at the lowest possible cost.  The Debtors have decided to retire
certain aircraft and engines from their fleet.  The Debtors have
reduced their flight schedules and the aircraft and engines
selected for retirement are no longer utilized.  Accordingly, the
Debtors seek to eliminate the costs associated with retaining
certain aircraft and engines.

The Debtors will continue to analyze their fleet.  It is likely
that additional aircraft or engines will be retired in the
future.  The Debtors intend to pursue all cost saving
opportunities from their fleet to minimize the costs of operation
consistent with an optimal operating fleet and the Debtors'
evolving business plan.

The first Lease to be rejected finances a Boeing 737-301 with
Wachovia Bank as lessor, bearing Tail No. N587US.  The Debtors
want the Effective Date of Rejection to be April 10, 2005.  The
second Lease to be rejected finances a Boeing 737-4B7 from the
Aircraft Statutory Trust, N437US.  The aircraft bears Tail No.
N437US.  The Debtors want the Lease rejected effective April 17,
2005.

Brian P. Leitch, Esq., at Arnold & Porter, tells Judge Mitchell
that the Debtors have provided the Lessors with written notice of
their intention to reject the Leases as of the Rejection Dates.
The Debtors will provide the Lessors' technical advisor with
access to all records relating to the Leased Aircraft.  The
Debtors will continue the existing insurance coverage for the
Leased Aircraft for 30 days after the Rejection Date and provide
storage for the Leased Aircraft.

By the Rejection Date, the Leased Aircraft will be taken out of
service and the Lessor notified that the Debtors relinquish
possession of the Leased Aircraft.  The Debtors will deliver the
Leased Aircraft to a mutually agreed to location in the
continental United States.

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


U.S. STEEL: Fitch Upgrades Ratings of Two Senior Notes to Double B
------------------------------------------------------------------
Fitch Ratings has raised the ratings of United States Steel
Corporation securities:

   -- $378 million senior notes due 2010 to 'BB' from 'BB-';

   -- $348 million senior notes due 2008 to 'BB' from 'BB-';

   -- $600 million senior secured revolving credit facility to
      'BB+' from 'BB';

   -- Series B Mandatory Convertible Preferred Shares ratings to
      'B+' from 'B'.

The Rating Outlook for U.S. Steel is Stable.

The upgrade reflects permanent improvements to U.S. Steel's assets
and capital structure afforded by extraordinarily robust market
conditions.  The steel market should remain relatively balanced
over the short term.

U.S. Steel's performance for 2004 has exceeded expectations on
resilient domestic pricing and good S,G&A cost control.  The
outlook for domestic steel pricing is supported by tight raw
materials supply, which constrains production, as well as high
transportation costs and the weak U.S. dollar - both of which
discourage imports.  Fiscal 2004 EBITDA was nearly $2 billion,
covering interest expense by 9.7 times.

The company has used this windfall to strengthen its balance
sheet: U.S. Steel voluntarily contributed $295 million to its
pension fund and $30 million to a Voluntary Employee Benefit
Association trust in 2004.  In addition, the company raised $294
million from the sale of common stock in March 2004 and redeemed
$259 million of high coupon debt with the proceeds in April 2004,
and prepaid the $272 million U.S. Steel Kosice loan in November
2004.  Liquidity is very strong with cash on hand of $1 billion
and availability under facilities of $1.1 billion.  In 2005, we
expect U.S. Steel to generate excess cash after $755 million in
capital expenditures, $54.5 million in dividends, and $8 million
in scheduled debt retirements.

Only $57 million of U.S. Steel's debt is callable. We expect the
company continue to shore up its operations while the steel price
environment is strong and to build cash.  The company's
acquisition activity during this period of consolidation has been
measured and focused domestically and in Eastern Europe.  In the
near term, we expect leverage as measured by EBITDA-to-total debt
to remain in the 1x range.

U.S. Steel is the second largest integrated producer of steel in
the United States and has a worldwide raw steel capability of
nearly 27 million tons per year.  The company produces a wide
variety of steel products, is a leading supplier of carbon sheet
to the automotive and appliance industries, and is the second
largest tin mill product producer in North America.  U.S. Steel is
the largest domestic producer of seamless oil country tubular
goods used in oil/gas drilling.


VARTEC TELECOM: UST Reshuffles Creditors Committee Membership
-------------------------------------------------------------
The United States Trustee for Region 6 amended, for the fourth
time, the membership of the Official Committee of Unsecured
Creditors in VarTec Telecom, Inc., and its debtor-affiliates'
chapter 11 cases.  The eight current committee members are:

          1. MCI, Inc.
             Attn: Brian H. Benjet
             1133 19th Street North West
             Washington, District of Columbia 20036
             Tel: 202-736-6409, Fax: 202-0736-6320

          2. SBC Industry Markets
             Attn: Dave Egan, CPA
             722 North Broadway, Floor 11
             Milwaukee, Wisconsin 53202
             Tel: 414-227-6624, Fax: 414-227-3883

          3. Teleglobe Telecom Corporation
             Attn: Kathy Morgan
             11495 Commerce Park Drive
             Reston, Virginia 20191
             Tel: 703-755-2042, Fax: 703-755-2610

          4. QWest Communications Corp.
             Attn: Jane Frey
             1801 California Street, Suite 3800
             Denver, Colorado 80202
             Tel: 303-383-6480, Fax: 303-383-6665

          5. AT&T Corp.
             Attn: Andrew Stein, Esq.
             55 Corporate Drive, Room 32D48
             Bridgewater, New Jersey 08807
             Tel: 908-658-0615, Fax: 908-658-2346

          6. BellSouth Corporation Legal Department
             Attn: Reginald A. Greene
             Suite 4300
             675 W. Peachtree Stree, N.W.
             Atlanta, Georgia 30375-0001
             Tel: 404-335-0761, Fax: 404-614-4054

          7. Unipoint Holdings
             Attn: Lowell Feldman
             830 Country Lane
             Houston, Texas 77024
             Tel: 512-735-1200, Fax: 512-735-1210

         8. Aerotel, Ltd.
            Attn: Bryan Cohen
            608 Fifth Avenue, Suite 300
            New York, New York 10020
            Tel: 212-921-9188, Fax: 212-921-9048

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

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VISTA HOSPITAL: Judge Clark Confirms Dynacq Unit's Chapter 11 Plan
------------------------------------------------------------------
The Honorable Letitia Z. Clark of the U.S. Bankruptcy Court for
the Southern District of Texas entered an order on April 7, 2005,
confirming Vista Hospital of Baton Rouge, LLC's Plan of
Reorganization.  Vista is an indirect majority-owned subsidiary of
Dynacq Healthcare Inc. (OTCBB:DYII).

Vista's plan of reorganization provides that all creditors will be
paid in full.  Vista expects to emerge from bankruptcy on or about
April 18, 2005.  As reported in the Troubled Company Reporter on
Mar. 2, 2005, no creditor was asked to vote on the Plan because no
creditor was impaired.  Because nobody was asked to vote on the
Plan, the Debtor never prepared a Disclosure Statement either.

Dynacq Healthcare, Inc. -- http://www.dynacq.com/-- is a holding
company.  Its subsidiaries provide surgical healthcare services
and related ancillary services through hospital facilities and
outpatient surgical centers.

Headquartered in Houston, Texas, Vista operates Vista Surgical
Hospital of Baton Rouge, a 35-bed facility with four surgical
suites.  The Baton Rouge Facility's primary areas of practice
include bariatric surgery, general surgery, pain management and
cosmetic surgery.  The Company filed for chapter 11 protection on
Oct. 8, 2004 (Bankr. S.D. Tex. Case No. 04-44533).  Basil A Umari,
Esq., at Andrews & Kurth represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of between $1 million
to $10 million.


W.R. GRACE: Waives Citadel's Failure to File Acquisition Notice
---------------------------------------------------------------
U.S. Bankruptcy Court for the District of Delaware's Final Order
limiting certain transfers of W.R. Grace & Co.'s equity securities
and approving related notice procedures provides that no person or
entity will acquire shares of W.R. Grace & Co.'s common stock that
would result in that entity becoming a Substantial Equityholder
without first filing with the Court an Equity Acquisition Notice.

On February 25, 2005, Citadel Limited Partnership, Citadel
Investment Group, L.L.C., Kenneth Griffin, Citadel Wellington
LLC, Citadel Kensington Global Strategies Fund Ltd., Citadel
Equity Fund Ltd., Citadel Credit Trading Ltd., and Citadel Credit
Products Ltd., filed a notice with the Court indicating that the
Citadel Entities had become a substantial Equityholder.

However, prior to affecting their acquisition of Grace's stock,
the Citadel Entities did not file the required Entity Acquisition
Notice.

Accordingly, the Debtors notify the Court that they are waiving
the Citadel Entities' failure to file an Equity Acquisition
Notice as required by the Final Order with respect to the stock
owned by the Citadel Entities as reflected on their February 25,
2005, Notice of Status as a Substantial Equityholder.

In a Schedule 13G delivered to the Securities and Exchange
Commission on Feb. 23, 2005, Citadel reports that it holds
3,908,520 shares of W.R. Grace's Common Stock -- about 5.9% of
the 66,000,159 shares issued and outstanding as of Oct. 31, 2004.

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


WACHOVIA BANK: Fitch Puts Low-B Ratings on 5 Certificate Classes
----------------------------------------------------------------
Wachovia Bank Commercial Mortgage Trust, series 2005-WHALE 5,
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

        -- $614,445,000 class A-1, 'AAA';
        -- $204,815,000 class A-2, 'AAA';
        -- $1,096,000,000 class X-1A, 'AAA';
        -- $1,096,000,000 class X-1B, 'AAA';
        -- $1,096,000,000 class X-1C, 'AAA';
        -- $142,500,000 class X-2, 'AAA';
        -- $12,000,000 class X-3, 'AAA';
        -- $637,000,000 class X-4, 'AAA';
        -- $625,000,000 class X-KHP1, 'AAA';
        -- $625,000,000 class X-KHP2, 'AAA';
        -- $104,070,000 class B, 'AAA';
        -- $40,607,000 class C, 'AA+';
        -- $37,680,000 class D, 'AA';
        -- $14,662,000 class E, 'AA-';
        -- $14,643,000 class F, 'A+';
        -- $14,643,000 class G, 'A';
        -- $14,643,000 class H, 'A-';
        -- $13,679,000 class J, 'BBB+';
        -- $11,347,000 class K, 'BBB';
        -- $10,766,000 class L, 'BBB-';
        -- $27,200,000 class KHP-1, 'A+';
        -- $31,300,000 class KHP-2, 'A-';
        -- $26,800,000 class KHP-3, 'BBB+';
        -- $35,600,000 class KHP-4, 'BBB';
        -- $54,100,000 class KHP-5, 'BBB-';
        -- $2,500,000 class OKS, 'BB+';
        -- $3,322,184 class DP-1, 'BB+';
        -- $4,036,163 class DP-2, 'BB+';
        -- $3,745,145 class DP-3, 'BB';
        -- $5,000,000 class MS, 'BB'.

All classes 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 14
floating-rate loans having an aggregate principal balance of
approximately $1,294,103,492, as of the cutoff date.  For a
detailed description of Fitch's rating analysis, please see the
Report titled Wachovia Bank Commercial Mortgage Trust, Series
2005-WHALE 5 dated March 15, 2005, available on Fitch's web site
at http://www.fitchratings.com/


WERNER HOLDING: Moody's Junks $135M Senior Subordinated Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded all of the debt ratings
for Werner Holding Co., Inc.  In addition, Werner's ratings have
been placed on review for possible further downgrade.  The review
was prompted by the recent announcement that the company will be
suspending its filing of financial statements with the SEC on
March 30, 2005.

These ratings were downgraded and placed under review:

   * $50 million senior secured revolving credit facility,
     due 2008, lowered to B2 from B1;

   * $165 million senior secured term loan, due 2009, lowered to
     B2 from B1;

   * $135 million of 10% senior subordinated notes, due 2007,
     lowered to Caa1 from B3;

   * Senior Implied, lowered to B2 from B1; and

   * Senior Unsecured Issuer Rating, lowered to B3 from B2.

Werner stated in its third quarter 2004 10Q that it expected
2005's financial performance to be negatively impacted by
competitive pricing, significantly higher commodity material and
freight costs, and higher product liability insurance costs and
other factors.  The company has now announced that it will be
suspending its public filings with the SEC.

In its review, Moody's will focus on Werner's ongoing efforts to
gain new business in order to further offset the loss of its Home
Depot business in October 2003.  The company did however enter
into a strategic alliance with Lowe's in December 2003.  Moody's
will therefore review the company's competitive position, ability
to offset raw material price increases, and its ability to meet
its covenants.  Werner's willingness and ability to provide timely
financial information on an ongoing basis will also be considered.

Headquartered in Greenville, Pennsylvania, Werner Holding Co.,
Inc., is the nation's largest manufacturer and marketer of ladders
and other climbing equipment.  In addition, Werner manufactures
and sells aluminum-extruded products.  Total debt as of September
30, 2004 was approximately $320 million.


WESTPOINT STEVENS: Auctioning Assets Through an Amended Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the bidding procedures and break up fee in connection with
the sale of WestPoint Stevens Inc. (OTC Bulletin Board: WSPQE) to
an investor group consisting of WL Ross & Co. LLC and holders of
the majority of the Company's Senior Credit Facility.  Instead,
the Court suggested that the Company proceed with the sale of its
assets pursuant to a Chapter 11 plan of reorganization.  Pursuant
to such a procedure, the Company would still conduct an auction to
determine the highest or best bid for its assets and, following
the execution of a definitive agreement with the highest or best
bidder, would proceed to consummate such agreement pursuant to a
Chapter 11 plan to be voted upon by the Company's creditors
subject to confirmation by the Bankruptcy Court.

M. L. "Chip" Fontenot, President and CEO of WestPoint Stevens
commented, "This ruling allows us to move forward with the auction
process and supports WestPoint Stevens' desire to achieve a plan
of reorganization."

As previously reported, WestPoint Stevens Inc. entered into a
definitive agreement for the sale of the Company to an investor
group.  The investor group consists of WL Ross & Co. LLC, and
holders of a majority of the Company's Senior Credit Facility,
including Contrarian Capital Management and CP Capital
Investments.

The agreement calls for the sale of substantially all of the
assets of WestPoint Stevens.  As part of the agreement, equity in
the new company will be distributed to holders of outstanding
senior secured debt, and the new company will conduct a rights
offering, underwritten by the investor group, to raise
$207.5 million of equity capital.  All of WestPoint Stevens'
Senior Credit Facility holders will have the equal right to
participate, and in certain circumstances WestPoint Stevens'
Second Lien Facility holders could participate in the rights
offering.  The new company will repay WestPoint Stevens' debtor in
possession loan, satisfy certain administrative claims, and assume
WestPoint Stevens' ordinary course payables and certain other
postpetition liabilities, including bankruptcy emergence costs.
The agreement provides that WestPoint Stevens' Second Lien
Facility holders would receive $10.0 million released from
escrowed adequate protection payments provided they do not object
to the transaction and additional consideration in certain other
events if the sale is completed.  Following the sale, WestPoint
Stevens will wind down its estate, and as a result, its unsecured
creditors could receive a small distribution and all shares of its
common stock would be cancelled with no payment.

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.


WHITE BIRCH: Moody's Assigns Low-B Ratings to New $470 Mil. Loans
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to White Birch
Paper Company's proposed US$275 million guaranteed 1st lien senior
secured term loan B and a rating of B3 to the company's US$125
million guaranteed 2nd lien senior secured term loan C.  Moody's
also assigned a B1 rating to the company's proposed US$70 million
guaranteed senior secured bank revolver, a B2 senior implied
rating, a Caa2 issuer rating, and a speculative grade liquidity
rating of SGL-3.  The rating outlook is stable.

The B2 senior implied rating reflects the company's reliance on a
single commodity product, newsprint, and the challenges continuing
to impact the paper sector such as over capacity, relatively weak
demand, and significant competitive pressures, in addition to a
challenging foreign exchange environment for Canadian producers.
However, the ratings also reflect the improved price environment
for newsprint at this time, adequate liquidity, a relatively low
cost position, and the expectation that operating costs should
improve as various cost initiatives are completed over the near
term.

This transaction will facilitate the acquisition of the Bear
Island, F.F. Soucy, and Stadacona newsprint facilities by White
Birch, which will use the proceeds to repay outstanding debt at
the three mills aggregating approximately US$296 million.  In
addition, White Birch will purchase a note from Brant-Allen
Industries for US$43 million and equity partner interests at Soucy
of US$50 million, in addition to paying fees, accrued interest,
and other expenses of US$25 million.  Upon completion of the
transaction the three newsprint facilities will be, directly or
indirectly, wholly-owned subsidiaries of White Birch.

The ratings incorporate the uncertainty of operating cash flows
that result from the pricing volatility associated with a
commodity product and the weak pricing that usually occurs at the
trough of a cycle.  In 2002, newsprint prices were just below
US$450 per metric ton, the lowest since 1994.  Despite improved
newsprint prices over the past several quarters, due in part to
the idling or conversion of approximately 2.84 million tonnes of
newsprint capacity by the larger newsprint producers and a slight
improvement in demand, pricing remains below historic peak levels.
Moreover, Moody's believe further price increases over the near
term will be a challenge as significant excess capacity still
exists and demand has remained relatively flat.

Moody's also view competitive pressures from market leaders, who
have substantially greater resources than White Birch, as
significant.  Although these market leaders are impacted by the
same industry fundamentals, including foreign exchange issues,
Moody's believe they may have greater flexibility in meeting
challenges due to the scale of their operations and greater access
to sources of financing (including public equity).

However, in the current pricing environment with the market price
of newsprint of approximately US$580 per tonne, White Birch should
be able to generate reasonable operating cash flow given the
relatively favorable cost position of its mills.  White Birch
benefits from a relatively low cash cost position when compared to
its North American peers with all three of its mills estimated to
be in the lower half of the industry cost curve.  Although the
Stadacona mill is not on par with Bear Island or Soucy mills in
regards to efficiency, the company has ongoing cost saving
initiatives that should narrow this variance over time.

The company can also mitigate the negative impact from slackening
newsprint demand to a certain degree by producing directory paper.
Two of Stadacona's four machines can produce up to approximately
175,000 tonnes of either newsprint or directory paper depending on
market demand.  In addition, with the Bear Island, Stadacona, and
Soucy facilities capable of supplying 100% of their pulp
requirements internally, and in-house recycling facilities at
Stadacona and Bear Island, management is in a better position to
manage part of its input costs.

The stable outlook reflects Moody's view that White Birch's
operating performance will improve as current cost initiatives are
realized, newsprint prices will at least remain stable at current
levels over the near term, and liquidity will remain adequate.
The ratings or outlook would be negatively impacted by a sustained
deterioration in newsprint prices below US$550 per tonne, which
would result in a decline in operating performance and/or
liquidity.

As of December 31, 2004, on a pro forma basis, White Birch's
consolidated leverage on a gross debt to EBITDA basis was
approximately 6.0x with coverage on an EBITDA to gross interest
basis of about 1.9x.  However, if the pricing environment for
newsprint remains at current levels or strengthens further, White
Birch should be able to improve its credit metrics on a
sustainable basis by reducing current debt levels.  If the company
is successful improving its credit metrics on a sustainable basis,
with leverage migrating towards the 4.5x level, coverage of over
2.0x, and retained cash flow (before working capital needs) to
gross debt exceeding 10%, while maintaining adequate liquidity the
ratings would likely improve.

The SGL-3 speculative liquidity rating reflects Moody's view of
White Birch's liquidity as adequate and believes that over the
next twelve months the company will be able to fund all of its
cash requirements from internal sources, except for extraordinary
capex.  However, Moody's also views the company's US$70 million
revolver as modest, especially over the near term since the
borrowing base will be calculated only on the receivables and
inventory of the Stadacona mill, which reduces availability to
approximately US$35 million.  Once the lenders receive a qualified
appraisal of receivables and inventory at Bear Island and Soucy,
availability should rise to the full US$70 million.  In addition,
over the next twelve months Moody's believes covenant cmpliance is
likely.  Moody's also believes balance sheet cash will remain
modest over the next twelve months and that the company does not
currently own any assets that can be monetized in the near term to
satisfy liquidity needs.

The B2 rating on the 1st lien term loan B recognizes its majority
position in the capital structure resulting in the risk to these
bank lenders being not materially different from that of the
corporate entity as a whole.  As a result, the 1st lien term loan
B is rated at the senior implied level.  The notes also benefit
from senior unsecured guarantees from several operating
subsidiaries with the exception of the Soucy operations.  The 1st
lien term loan B will be secured by a perfected first priority
pledge in all property plant and equipment and capital stock of
the borrowers and guarantors and the US$125 million Soucy inter-
company note.

The B3 rating on the 2nd lien term loan C reflects their
subordination to both the US$275 million 1st lien term loan B and
US$70 million asset based revolver.  The 2nd lien term loan C will
be secured by a perfected second priority pledge in all property
plant and equipment and capital stock of the borrowers and
guarantors and the US$125 million Soucy inter-company note.

The B1 rating on the guaranteed senior secured revolving credit
facility reflects the benefit derived from a security interest in
all accounts receivables and inventories of the borrowers and
guarantors.  All guarantees will also be secured by the same
collateral.  Neither the 1st lien term loan B nor 2nd lien term
loan C will have a secured interest in the accounts receivables or
inventories of the company.

White Birch Paper Company, headquartered in Greenwich,
Connecticut, is a producer of newsprint and directory paper in
North America.


WORLDCOM INC: Court Won't Let Irving's Class Action Suit Proceed
----------------------------------------------------------------
In May 1999, Lewis Hunt Irving asserted a class action complaint
in the Court of Common Pleas, Philadelphia County, Pennsylvania.
Mr. Irving sought just compensation from the Debtors for unlawful
trespass, occupation or taking of land in the state of
Pennsylvania; or in the alternative, an order ejecting the Debtors
from the property.  The Complaint alleged that the Debtors laid
fiber optics systems cables on railroad rights-of-way with the
permission of the railroads, but without the permission of the
underlying property owners.  The class consists of thousands of
property owners, who own property adjoining the rights-of-way.

The Action was stayed when the Debtors filed their bankruptcy
petition.  At the time the action was stayed, the Pennsylvania
court had not ruled on Mr. Irving's request for class
certification nor issued any decision addressing the merits of the
litigation.

On January 21, 2003, Mr. Irving, as the representative of a class
of similarly situated individuals and entities, filed Claim No.
15979 against the Debtors.  The Debtors objected to Mr. Irving's
class proof of claim.

                        Timely Claim Filing

The Debtors argue that Mr. Irving lacks any legal basis to assert
a claim on behalf of any person other than himself because there
was no class certified nor any agent for the class appointed
before the Petition Date.

Judge Gonzalez finds that Mr. Irving filed class proofs of claim
before the Bar Date, consistent with the requirements set forth in
the Bar Date Order.  Thus, the claims are not time barred.

                         Class Certification

Mr. Irving contends that the putative class claim satisfied Rules
23(b)(2) and (3) of the Federal Rules of Civil Procedure.  Rule
23 governs class actions and is incorporated by bankruptcy courts
pursuant to Rule 7023 of the Federal Rules of Bankruptcy
Procedure.  Rule 23(a) requires:

    "One or more members of a class may sue or be sued as
    representative parties on behalf of all only (1) the class is
    so numerous that joinder of all members is impracticable, (2)
    there are questions of law or fact common to the class, (3)
    the claims or defenses of the representative parties are
    typical of the claim or defenses of the class, and (4) the
    representative parties will fairly and adequately protect the
    interests of the class."

The Debtors do not dispute the numerosity requirement has been
established.  However, the Debtors raise objections as to:

    (1) whether the putative class representative adequately
        represents the class;

    (2) Mr. Irving's failure to meet the commonality and
        typicality requirements of Rule 23(a); and

    (3) Mr. Irving's failure to meet the requirements set forth
        in Rules 23(b)(2) and (3).

The Debtors argue that each member of the putative class turns on
individual facts, including:

    -- the nuances of century old deeds;

    -- the intricacies of each class member's chain of title;

    -- when each class member discovered the cable installation;
       and

    -- the variations in the value of each class member's
       property.

Each putative class member must prove that he owns a fee interest
in the right-of-way because there is no trespass if the railroad
owns a fee interest in the right-of-way, the Debtors assert.
Furthermore, the Debtors continue, each deed must be interpreted
on an individual basis because the rights-of-way were granted a
century ago and the deeds were not standardized.  Therefore, the
Debtors point out, the conveyances made to the railroads are not
identical in each conveyance.  Finally, the Debtors note that the
Court must view the chain of ownership from the original landowner
who granted the conveyance through the current adjacent landowner
to see if the railroad's interest in the right-of-way changed over
time.

Judge Gonzalez relates that commonality is established if the
putative class members' grievances share common questions of law
or fact.  In re Deutsche Telekom, 229 F. Supp. 2d 277, 280
(S.D.N.Y. 2002).  Typicality is established when the plaintiff
shows "each class member's claim arise from the same course of
events, and each class member makes similar legal arguments to
prove the defendant's liability."  The Court notes that although
commonality and typicality are often examined in conjunction with
one another, they remain two separate and distinct requirements
under Rule 23.

The Court points out that there are thousands of members to the
putative class and each chain of title and grant of the right-of-
way must be followed individually from its inception.  The Court
asserts that it cannot possibly take on this task.  "To certify
the class would lead to an unmanageable result."  Hence, Judge
Gonzalez denies certification of the putative class.

Mr. Irving maintains that the Debtors' willingness to enter into a
nationwide class settlement is evidence that class certification
is appropriate for trial.  The Court notes that in the settlement
proceeding, the Debtors were willing to pay all parties with land
adjoining a railroad right-of-way a stipulated amount regardless
of the title held by the landowner or the railroad, subject to the
court's approval.  The Court believes that this was meant to
expedite and eliminate costly and extensive litigation.  The
Debtors were not concerned with the nuances of each claim.
Rather, the Debtors would have approved recovery for many
dissimilarly situated plaintiffs.

Regardless of what the Debtors and other defendants had wanted to
do in the settlement, Judge Gonzalez denies certification of the
class.

The Debtors further contend that the Claimants are not adequate
representatives of the class.

In Chambers v. MCI WorldCom Network Servs., Inc., No. 00-C-348C
(W.D. Wis. March 1, 2001), appeal denied, (7th Cir. April 3,
2001), the Court ruled:

    "Plaintiffs are not adequate representatives of the proposed
    class because: (1) their interests in the right-of-way differ
    from those of absent class members who obtained their property
    through different instruments of conveyance; (2) plaintiffs
    (who had notice of installation) are motivated to assert
    defenses that do not apply to absent class members who did
    have notice; and (3) plaintiffs have no incentive to assert
    lack of notice and acquiescence as defenses to the statute of
    limitations for absent class members."

The Court notes that the concerns raised by the Chambers court are
present in the Irving class complaint.  Judge Gonzalez agrees with
the analysis and finds that Mr. Irving does not adequately
represent the class.  Judge Gonzalez explains that the putative
class is not certifiable because too many differences exist
between the class members, and individual questions of fact
predominate over the case.  "The thousands of claims, which rely
on particularized facts and circumstances, cannot be framed to
meet the Rule 23(a) requirements in order to be certified as a
class."

Furthermore, Rule 23 requires that one of the three Rule 23(b)
requirements be met.  The Debtors assert that the Claimants failed
to establish that any of the Rule 23(b) requirements apply to the
class certification.  Judge Gonzalez agrees with this assertion.

    (1) Rule 23(b)(2) requires that "the party opposing the class
        has acted or refused to act on grounds generally
        applicable to the class, thereby making appropriate final
        injunctive relief or corresponding declaratory relief with
        respect to the class as a whole."

        Mr. Irving has not provided any evidence that Rule
        23(b)(2) applies here.  Therefore, the Court rejects this
        assertion.

    (2) Rule 23(b)(3) requires that there be "questions of law or
        fact common to the members of the class that predominate
        over any questions affecting only individual members."

        The Debtors correctly point out that the individual
        questions of fact predominate over common questions.  To
        render a decision, the Court must examine on an individual
        basis each title document given to the railroad, the title
        documents of the adjacent landowners of both the present
        landowners and the owners when the cable was installed,
        the value of the title to each landholder, and the damage
        suffered by each landowner along with a litany of other
        facts that must be considered.  Mr. Irving has not
        provided adequate proof that he has satisfied Rule
        23(b)(3).

                  Statute of Limitations and Laches

The Debtors argue that the entirety of Mr. Irving's claims should
be disallowed due to the statutes of limitations and laches.  In
light of the Court's denial of the class certification, Judge
Gonzalez declines to rule on these issues at this time.

                          Automatic Stay

In the alternative, Mr. Irving argued that if class certification
is not granted then the Court should lift the automatic stay so
that the class may pursue remedies in other courts.

The Court finds that the Claimants failed to establish that
adjudication of the asserted claims should occur in any forum
other than the Bankruptcy Court.  There is no basis to grant the
Claimants relief that would allow them to adjudicate their claims
in another forum.

In sum, Judge Gonzalez:

    (a) sustains the Debtors' Objection to Class Proofs of Claim
        filed by Mr. Irving;

    (b) denies Mr. Irving's request to file Class Proofs of Claim;
        and

    (c) denies Mr. Irving's request to assert his claims in
        another forum.

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


WORLD HEART: PwC Raises Going Concern Doubt in Annual Report
------------------------------------------------------------
World Heart Corporation (NASDAQ: WHRT, TSX: WHT) filed its annual
report on Form 10-KSB in the United States with the Securities and
Exchange Commission.  In accordance with Rule 4350 (b) of the
NASDAQ Marketplace Rules, WorldHeart reports that the financial
statements for the year ended December 31, 2004, included in the
Form 10-KSB contained PricewaterhouseCoopers LLP's note describing
the going concern assumption as it relates to the financial
statements and requirements for WorldHeart to raise additional
capital.

Subsequent to year-end, and as previously announced, WorldHeart
entered into acquisition and financing transactions for gross
proceeds that are expected to be approximately $22.7 million.
These transactions are expected to close concurrently in the
current quarter, subject to certain consents and approvals, and
include the:

   * acquisition of the assets of MedQuest Products, Inc.;

   * issuance of common shares under a private placement for gross
     proceeds of $12 million;

   * conversion of all of WorldHeart's outstanding convertible
     debentures; and

   * issuance of common shares upon the exercise of certain
     previously issued warrants for gross proceeds of
     $10.7 million.

MedQuest, based in Salt Lake City, Utah, is developing a
magnetically levitated centrifugal rotary ventricular assist
device.

World Heart Corporation is a global medical device company
headquartered in Oakland, California with additional facilities in
Heesch, Netherlands.  WorldHeart's registered office is Ottawa,
Ontario, Canada.


X10 WIRELESS: Judge Steiner Confirms Third Amended Chapter 11 Plan
------------------------------------------------------------------
On April 5, 2005, the Honorable Samuel J. Steiner of the U.S.
Bankruptcy Court for the Western District of Washington, Seattle
Division, confirmed X10 Wireless Technology, Inc.'s Third Amended
Chapter 11 Plan of Reorganization.

Judge Steiner finds that:

   (a) The Second Amended Plan has been duly accepted in
       accordance with Section 1126 of the Bankruptcy Code by all
       classes of claims or interests impaired under the Plan, and

   (b) The modifications to the Third Amended Plan are intended to
       include additional benefits to creditors, clarification of
       treatment to creditors and claims, and will not adversely
       and materially affect the interests of creditors.

X10 Wireless expects its plan to take effect on April 16, 2005.

Headquartered in Kent, Washington, X10 Wireless Technology, Inc.,
is an internet pop-up advertiser and offers an integrated suite of
affordable hardware and software products that provide powerful
and affordable wireless solutions for homes and small business.
The Company filed for chapter 11 petition on Oct. 21, 2003(Bankr.
W.D. Wash. Case No. 03-23561).  Danial D. Pharris, Esq., and
Nadine R. Weiskopf, Esq., at Lasher Holzapfel Sperry & Ebberson,
P.L.L.C., represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed $10
million in assets and $50 million in debts.


* BOND PRICING: For the week of April 4 - April 8, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     7
Adelphia Comm.                         6.000%  02/15/06     8
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08    31
Amer. Color Graph.                    10.000%  06/15/10    64
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    65
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    66
American Airline                       7.379%  05/23/16    66
American Airline                       8.839%  01/02/17    73
American Airline                       8.800%  09/16/15    75
American Airline                       9.070%  03/11/16    72
American Airline                      10.180%  01/02/13    75
American Airline                      10.190%  05/26/16    73
American Airline                      10.600%  03/04/09    68
American Airline                      10.610%  03/04/11    67
American Airline                      11.000%  05/06/15    75
AMR Corp.                              4.500%  02/15/24    73
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    74
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    60
AMR Corp.                              9.800%  10/01/21    58
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    61
AMR Corp.                             10.200%  03/15/20    64
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.450%  11/15/11    56
AMR Corp.                             10.550%  03/12/21    57
Anadigics                              5.000%  10/15/09    68
Anvil Knitwear                        10.875%  03/15/07    64
Apple South Inc.                       9.750%  06/01/06    15
Armstrong World                        6.350%  08/15/03    68
Armstrong World                        6.500%  08/15/05    68
Armstrong World                        7.450%  05/15/29    68
Armstrong World                        9.000%  06/15/04    70
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    10
ATA Holdings                          12.125%  06/15/10    44
ATA Holdings                          13.000%  02/01/09    44
Atlantic Coast                         6.000%  02/15/34    22
Atlas Air Inc.                         9.702%  01/02/08    51
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     6
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Inds.                       7.250%  08/01/27     6
Burlington Inds.                       7.250%  09/15/05     6
Burlington Northern                    3.200%  01/01/45    60
Calpine Corp.                          4.750%  11/15/23    67
Calpine Corp.                          7.750%  04/15/09    69
Calpine Corp.                          7.875%  04/01/08    72
Calpine Corp.                          8.500%  02/15/11    71
Calpine Corp.                          8.625%  08/15/10    70
Chic East ILL RR                       5.000%  01/01/54    55
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    42
Cone Mills Corp.                       8.125%  03/15/05    10
CoreComm. Limited                      6.000%  10/01/06     5
Cray Research                          6.125%  02/01/11    63
Curagen Corp.                          4.000%  02/15/11    72
Curagen Corp.                          4.000%  02/15/11    68
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.711%  09/18/11    58
Delta Air Lines                        7.779%  01/02/12    56
Delta Air Lines                        7.900%  12/15/09    40
Delta Air Lines                        7.920%  11/18/10    58
Delta Air Lines                        8.000%  06/03/23    41
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    32
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.540%  01/02/07    74
Delta Air Lines                        8.950%  01/12/12    61
Delta Air Lines                        9.000%  05/15/16    34
Delta Air Lines                        9.200%  09/23/14    43
Delta Air Lines                        9.250%  03/15/22    34
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    34
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  08/15/08    48
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.060%  01/02/16    48
Delta Air Lines                       10.125%  05/15/10    37
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    40
Delta Air Lines                       10.375%  12/15/22    33
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    52
Delta Air Lines                       10.790%  03/26/14    71
Delta Air Lines                       10.790%  03/26/14    34
Delta Mills Inc.                       9.625%  09/01/07    48
Delphi Trust II                        6.197%  11/15/33    51
Diva Systems                          12.625%  03/01/08     1
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle-Picher Inc.                      9.750%  09/01/13    58
Eagle Food Center                     11.000%  04/15/05     4
Edison Brothers                       11.000%  09/26/07     0
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    31
Enron Corp.                            6.500%  08/01/02    30
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    30
Enron Corp.                            6.725%  11/17/08    32
Enron Corp.                            6.750%  09/01/04    32
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.750%  07/01/05     0
Enron Corp.                            6.750%  08/01/09    32
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    31
Enron Corp.                            7.000%  08/15/23    25
Enron Corp.                            7.125%  05/15/07    31
Enron Corp.                            7.375%  05/15/19    30
Enron Corp.                            7.625%  09/10/04    33
Enron Corp.                            7.875%  06/15/03    30
Enron Corp.                            8.375%  05/23/05    32
Enron Corp.                            9.125%  04/01/03    31
Enron Corp.                            9.875%  06/15/03    30
Epic Resorts LLC                      13.000%  06/15/05     1
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    44
Federal-Mogul Co.                      7.375%  01/15/06    30
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.160%  03/06/03    26
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    31
Fibermark Inc.                        10.750%  04/15/11    72
Finova Group                           7.500%  11/15/09    43
Fleming Cos. Inc.                     10.125%  04/01/08    34
Flooring America                       9.250%  10/15/07     0
Foamex L.P.                            9.875%  06/15/07    57
Fruit of the Loom                      8.875%  04/15/06     0
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    71
GMAC                                   5.900%  10/15/19    74
GMAC                                   6.000%  02/15/19    71
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  04/15/19    73
GMAC                                   6.000%  09/15/19    70
GMAC                                   6.000%  09/15/19    72
GMAC                                   6.050%  08/15/19    71
GMAC                                   6.050%  08/15/19    70
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.125%  10/15/19    71
GMAC                                   6.150%  10/15/19    73
GMAC                                   6.250%  12/15/18    73
GMAC                                   6.250%  01/15/19    74
GMAC                                   6.250%  04/15/19    74
GMAC                                   6.250%  07/15/19    74
GMAC                                   6.350%  07/15/19    75
GMAC                                   6.400%  11/15/19    74
GMAC                                   6.500%  12/15/18    75
GMAC                                   6.500%  01/15/20    74
GMAC                                   6.500%  02/15/20    71
GMAC                                   7.000%  11/15/24    74
Golden Books Pub.                     10.750%  12/31/04     1
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    74
Graftech Int'l                         1.625%  01/15/24    73
GST Network Funding                   10.500%  05/01/08     0
Guilford Pharma                        5.000%  07/01/08    74
HNG Internorth.                        9.625%  03/15/06    31
Icon Health & Fit                     11.250%  04/01/12    72
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    68
Inland Fiber                           9.625%  11/15/07    48
Intermet Corp.                         9.750%  06/15/09    58
Iridium LLC/CAP                       10.875%  07/15/05    13
Iridium LLC/CAP                       11.250%  07/15/05    15
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    15
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    16
Kmart Corp.                            6.000%  01/01/08    16
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Funding                          9.440%  07/01/18    40
Kulicke & Soffa                        0.500%  11/30/08    75
Lehman Bros. Holding                   6.000%  05/25/05    60
Lehman Bros. Holding                   7.500%  09/03/05    52
Level 3 Comm. Inc.                     2.875%  07/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    67
Loral Cyberstar                       10.000%  07/15/06    74
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     8
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     5
Metamor Worldwide                      2.940%  08/15/04     1
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17     5
Muzak LLC                              9.875%  03/15/09    56
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
New Orl Grt N RR                       5.000%  07/01/32    75
North Atl Trading                      9.250%  03/01/12    68
Northern Pacific Railway               3.000%  01/01/47    58
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    72
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    61
Northwest Airlines                     8.070%  01/02/15    59
Northwest Airlines                     8.130%  02/01/14    68
Northwest Airlines                     8.700%  03/15/07    72
Northwest Airlines                     9.875%  03/15/07    74
Northwest Airlines                    10.000%  02/01/09    61
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    32
Oakwood Homes                          8.125%  03/01/09    32
O'Sullivan Ind.                       13.375%  10/15/09    31
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    50
Outboard Marine                        9.125%  04/15/17     1
Owens Corning                          7.000%  03/15/09    57
Owens Corning                          7.500%  05/01/05    61
Owens Corning                          7.500%  08/01/18    57
Owens Corning                          7.700%  05/01/08    61
Owens Corning Fiber                    8.875%  06/01/02    65
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    57
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    57
Pegasus Satellite                     12.500%  08/01/07    60
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    61
Penn Traffic Co.                      11.000%  06/29/09    27
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Piedmont Aviat                        10.300%  03/28/06     7
Piedmont Aviat                        10.350%  03/28/12     0
Pixelworks Inc.                        1.750%  05/15/24    73
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    56
Primus Telecom                         3.750%  09/15/10    45
Primus Telecom                         8.000%  01/15/14    68
Psinet Inc                            10.000%  02/15/05     0
Railworks Corp.                       11.500%  04/15/09     1
Radnor Holdings                       11.000%  03/15/10    73
Read-Rite Corp.                        6.500%  09/01/04    52
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    54
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           10.750%  12/15/05    72
Salton Inc.                           12.250%  04/15/08    58
Silverleaf Res.                       10.500%  04/01/08     0
Solectron Corp.                        0.500%  02/15/34    68
Specialty Paperb.                      9.375%  10/15/06    75
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    36
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     1
Tower Automotive                       5.750%  05/15/24    18
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    71
Tropical SportsW                      11.000%  06/15/08    54
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08     8
United Air Lines                       6.932%  09/01/11    50
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    38
United Air Lines                       8.030%  07/01/11    15
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.060%  09/26/14    46
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     9
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    41
United Air Lines                      10.110%  02/19/06    38
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     8
United Air Lines                      11.210%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    61
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Inc.                        7.960%  01/20/18    48
US Airways Pass.                       6.820%  01/30/14    40
Venture Hldgs                          9.500%  07/01/05     1
Werner Holdings                       10.000%  11/15/07    70
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    57
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm Inc.                     12.500%  04/15/08     0
Winstar Comm Inc.                     10.000   03/15/08     1
World Access Inc.                     13.250%  01/15/08     4
World Access Inc.                      4.500%  10/01/02     7
Xerox Corp.                            0.570%  04/21/18    50

                          *********

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, Jason A. Nieva, 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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