TCR_Public/050530.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, May 30, 2005, Vol. 9, No. 126

                          Headlines

ADELPHIA COMMS: Wants to Terminate Long Distance Service Business
ADELPHIA COMMS: Board Approves Amendments to Code of Ethics
ADVOCAT INC: Lenders Extend $24M Loan Maturity Until April 2006
AEROSPACE CONSULTING: Case Summary & 16 Largest Creditors
ALIQUIPPA COMMUNITY: Gets Exit Financing from Bridge Healthcare

AMERICAN SAFETY: Poor Performance Prompts S&P to Lower Ratings
AVALON DIGITAL: Delays Form 10-Q Filing to Finalize Financials
BLACK DIAMOND: Moody's Puts $35 MM Class E Rate Notes on Ba2
BMJ HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
BROADCAST INT'L: Insufficient Cash Flow Spurs Going Concern Doubt

CATHOLIC CHURCH: Tucson Taps Haralson Miller as Insurance Counsel
CATHOLIC CHURCH: Tucson Disclosure Hearing Set for June 1
CELLSTAR CORP: Asks Wells Fargo to Waive Reporting Delay Again
CEMEX S.A.: Moody's Revises Ba1 Ratings Outlook to Positive
CHASE FUNDING: Fitch Affirms B Rating on Class B-5 Mortgage Certs.

CITIZENS COMM: Fitch Says Stock Repurchase Won't Affect Ratings
CONSUMER DIRECT: Recurring Losses Trigger Going Concern Doubt
COSINE COMMS: Restructuring Activities Spur Going Concern Doubt
CURATIVE HEALTH: Moody's Junks $185M Senior Unsecured Notes
DATALOGIC INT'L: Kabani Issues Going Concern Opinion in Form 10-K

DIVERSIFIED CORPORATE: Delays 10-Q Filing to Complete Review
DYKESWILL LTD: Smith & Henault to Serve as Accountants
ECOLOCLEAN INDUSTRIES: Losses & Deficits Spur Going Concern Doubt
ELANTIC TELECOM: Six Creditors Transfer $2,024,953 in Claims
ELDON R. HOFFMAN: Section 341(a) Meeting Slated for June 17

EYE CARE: Moody's Assigns SGL-2 Affecting B2 Sr. Implied Rating
FOOTSTAR: Must Vacate Stores Converting to Sears Essential Format
FOOTSTAR: Wants to Depose Two Former Kmart Employees
GE-RAY FABRICS: Employs Avrom R. Vann as Bankruptcy Counsel
GINGISS GROUP: Fox Rothschild Approved as Ch. 7 Trustee's Counsel

GINGISS GROUP: Ch. 7 Trustee Taps Giuliano Miller as Accountants
GMAC: Fitch Affirms CMBS Transactions Despite GM's Downgrade
GMAC AUTO: Fitch Says GM's Downgrade Won't Affect ABS Transactions
GMAC COMMERCIAL: Fitch Downgrades Corporate Credit Rating to BB+
GRUPPO COVARRA SA: Section 304 Petition Summary

HEALTHGATE DATA: Deregisters Stock & Suspends SEC Reporting
HEALTHGATE DATA: Auditors Express Going Concern Doubt
J/Z CBO: Fitch Upgrades $19.4 Mil. Class C Fixed-Rate Notes to B-
JACUZZI BRANDS: Unclear Strategy Prompts S&P to Watch Ratings
JILLIAN'S ENT: Wants Until Sept. 30 to Remove Civil Actions

KB HOME: Fitch Rates $300 Million 6.25% Unsecured Notes at BB+
LARRY BJURLIN: Wants Serena W. Bjurlin to Make Full Disclosure
LEAP WIRELESS: Lenders Waive Credit Pact Defaults Until June 15
LEXINGTON RESOURCES: Losses & Deficits Spur Going Concern Doubt
LIBERTY GROUP: Moody's Raises $330M Sr. Sec. Loan Rating to B1

LOCATEPLUS HOLDINGS: Auditors Express Going Concern Doubt in 10-K
LONG BEACH: Fitch Lowers Seven Mortgage Issues to C
MERIDIAN AUTOMOTIVE: Proposes Reclamation Claim Procedures
MERIDIAN AUTOMOTIVE: Hires Gavin Anderson as PR Consultant
MERIDIAN AUTOMOTIVE: Can Pay Prepetition Shipping Claims

MIRANT CORP: Asks Court to Approve Deerpark Settlement Agreement
MIRANT CORP: Court Seals Estimation Motion on Gunderboom Claims
MIRANT CORP: Creditors Comm. Comments on Withdrawal of Reference
MERRILL LYNCH: Fitch Rates Class B-3 Mortgage Certificates at BB
MORGAN STANLEY: Fitch Junks $40.3 Million Mortgage Certificates

MTI TECHNOLOGY: April 2 Balance Sheet Upside-Down by $2 Million
NANOMAT INC.: Trustee Wants Until Sept. 30 to Decide on Leases
NATIONAL GARAGE: Case Summary & 20 Largest Unsecured Creditors
NATIONSLINK FUNDING: S&P Holds Ratings on Class E & F Certificates
NAUTILUS RMBS: Fitch Puts Double B Rating on Classes CV & CF

NETWORK INSTALLATION: March 31 Balance Sheet Upside-Down by $2MM
NEW HEIGHTS: Court Delays Entry of Final Decree to Sept. 21
NEXICON INC: Losses & Deficits Trigger Going Concern Doubt
NHC COMMS: Apr. 29 Balance Sheet Upside-Down by C$3.5 Million
NORVERGENCE: Michigan AG Settles Fraud Claims with Finance Cos.

ONE PRICE: Judge Blackshear Converts Case to Chap. 7 Liquidation
OPTION ONE: Moody's Reviews Class B Cert. Ba1 Rating & May Upgrade
OPTINREALBIG.COM: U.S. Trustee Unable to Form Creditors' Committee
PASADENA GATEWAY: Hires Millard Johnson as Special Counsel
PENTON MEDIA: Financial Report Filing Cues S&P to Remove Watch

PHH MORTGAGE: Fitch Rates $220,373 Private Class B-5 Certs. at B
POPE & TALBOT: Moody's Lowers $135M Bond Ratings to B1 from Ba3
RADNOR HOLDINGS: Poor Performance Prompts Moody's to Junk Ratings
RAMP CORP: Delays Form 10-Q Filing Following Auditor Resignation
ROCK 2001-C1: Moody's Junks $4.54 Million Class N Certificate

ROYAL GROUP: Shareholders Approve Single Class of Voting Shares
SATELITES MEXICANOS: Evaluates Options After Involuntary Petition
SCIENTIFIC LEARNING: Mar. 31 Balance Sheet Upside-Down by $6.6M
SMC HOLDINGS: Emerges From Chapter 11 Bankruptcy
SOFTBRANDS INC: May Get $12M Distribution from AremisSoft Trust

SOUTHAVEN POWER: Gets Interim OK on DIP Loan & Cash Collateral Use
SOUTHAVEN POWER: Can Continue Hiring Ordinary Course Professionals
STELCO INC: Mediator Agrees Not to Force Union Participation
STRUCTURED ASSET: Fitch Rates $4.7 Million Class B1 at BB+
TELENETICS CORP: Executive Changes Delay Financial Report Filing

THE MARKET: Committee Taps Winstead Sechrest as Bankruptcy Counsel
THE WATCH LTD: Case Summary & 20 Largest Unsecured Creditors
TOWER PARK: Unsatisfactory Cash Flow Spurs Going Concern Doubt
TRIMAS CORP: Poor Performance Prompts Moody's to Review Ratings
TRUMP HOTELS: CNA Insurance Objects to $0 Cure Amounts

TRUMP HOTELS: CNA Insurance Wants Admin. Priority Claim Status
TUCSON ELECTRICAL: Fitch Upgrades Senior Unsecured Debt to BB
UAL CORP: Flight Attendants Want Pension Plan Termination Halted
UNITED HOME: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL AUTOMOTIVE: Files Chapter 11 Petition in New Jersey

UNIVERSAL AUTOMOTIVE: Case Summary & 55 Largest Unsec. Creditors
US AIRWAYS: Court Allows Sabre's $7,131,989 Administrative Claim
US AIRWAYS: Asks Court to Allow Amadeus' $1,565,533 Admin. Claim
US AIRWAYS: Gets Court Nod to Reject Lease for Tail No. N586US
USG CORP: Equity Committee Wants to Continue Securities Trading

US WIRELESS: Plan Agent Wants Until Nov. 11 to Object to Claims
VIRTRA SYSTEMS: Auditors Express Going Concern Doubt in Form 10-K
VISTEON CORPORATION: Moody's Confirms Senior Implied Rating at B3
W.R. GRACE: Court Approves Hatco Settlement & Remediation Deals
WCI STEEL: Noteholders File Competing Plan of Reorganization

WELLSFORD REAL: Waits for Shareholders to Okay Liquidation Plan
WINN-DIXIE: Has Until August 15 to File Notices of Removal
WINN-DIXIE: Objects to Old Dixie & Dole PACA Claims
WINN-DIXIE: Thrivent Wants to Foreclose Interest In Property
XSTREAM BEVERAGE: Auditors Raise Going Concern Doubt

* Alvarez & Marsal Hires Patrick McCormick as Managing Director
* Alvarez & Marsal Hires Kevin Redmon as Atlanta Senior Director

* BOND PRICING: For the week of May 23 - May 27, 2005

                          *********

ADELPHIA COMMS: Wants to Terminate Long Distance Service Business
-----------------------------------------------------------------
Adelphia Communications Corporation seek the Court's permission to
terminate their long distance business.

The ACOM Debtors currently provide long distance services to
around 110,000 subscribers in 27 states throughout the United
States.  According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher LLP, in New York, Adelphia Long Distance is not a core
segment of the Debtors' operations.

Ms. Chapman points out that even if the ACOM Debtors' long
distance service is offered in 27 states, around 95% of total
long distance revenue is generated in only 15 states.  In 2004,
ACOM Long Distance had $8.6 million in revenue and about $1
million in earnings before interest, taxes, depreciation,
amortization, reorganization expenses and corporate allocations.
ACOM Long Distance's financial performance has however been in
decline and is expected to continue to decline, Ms. Chapman
states.

ACOM Long Distance segment is not included in the assets that
will be sold to Time Warner NY Cable LLC and Comcast Corporation.
The ACOM Debtors believe that continuing the operation of their
Long Distance business would be a distraction to management and
would divert attention that would be better focused elsewhere as
they work to finalize the Time Warner-Comcast Transaction and
their Plan of Reorganization.

Ms. Chapman relates that in the past several months, the ACOM
Debtors contacted several prospective purchasers of Adelphia Long
Distance.  Of the parties contacted, three executed Non-
Disclosure Agreements and requested additional diligence.
However, none of the three parties submitted a bid.

The lack of interest led the ACOM Debtors to conclude that their
only viable option is to terminate the business.

Ms. Chapman assures the Court that the costs associated with the
Termination are negligible in comparison to the ongoing drain on
resources that the business segment imposes on the Debtors'
estates.  The ACOM Debtors estimate the total cost to carry out
the Termination at around $700,000.

The ACOM Debtors believe that the Termination is appropriate
under the circumstances and should be approved.

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


ADELPHIA COMMS: Board Approves Amendments to Code of Ethics
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation said its Board of
Directors approved amendments to the company's Code of Business
Conduct and Ethics.

According to Brad M. Sonnenberg, EVP, general counsel and
secretary of ACOM, the changes include the addition of new
sections relating to privacy and responsibilities of supervisors
and the expansion of provisions already in the ACOM's Code.

A full-text copy of the Amended Code is available for free at
http://tinyurl.com/9cqgp

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


ADVOCAT INC: Lenders Extend $24M Loan Maturity Until April 2006
---------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) executed an agreement to extend
the maturities of certain borrowings from a commercial mortgage
lender.  Under terms of the agreement, the lender has agreed to
extend the maturity dates of mortgage indebtedness with an
aggregate outstanding balance of approximately $23.6 million to
April 1, 2006.  The interest rate and other terms of the
indebtedness did not change.

                        About the Company

Advocat Inc. provides long-term care services to nursing home
patients and residents of assisted living facilities in nine
states, primarily in the Southeast.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AEROSPACE CONSULTING: Case Summary & 16 Largest Creditors
---------------------------------------------------------
Debtor: Aerospace Consulting Corporation (Spain) SA
        205 Inverness Drive Southeast
        Rio Rancho, New Mexico 87124

Bankruptcy Case No.: 05-14244

Chapter 11 Petition Date: May 25, 2005

Court: District of New Mexico

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  Davis & Pierce, P.C.
                  P.O. Box 6
                  Albuquerque, New Mexico
                  Tel: (505) 243-6129

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lawrence E. Joseph            Loan to parent            $800,000
Sherry Stingfield             corporation
308 South Peck Drive
Beverly Hills, CA 90212

Dr. Richard White             Loan to parent            $400,000
800 Loma Linda Southeast      corporation
Albuquerque, NM 87108

Dale Baker                    Loan to parent            $225,000
15826 Winriver Road           corporation
Brookings, OR 97415-9338

Jonathan Quinn                Loan to parent            $200,000
3167 San Mateo Boulevard      corporation
Northeast
Albuquerque, NM 87110

Berry Rinck                   Loan to parent            $150,000
Ivan and Betty                corporation
Revocable Living Trust
5180 Solar Heights
Eugene, OR 97405

EK Bullington                 Loan to parent            $130,000
42570 Pacific Coast Highway   corporation
Malibu, CA 90265-2220

Nancy Pastore, Esq.           Legal Services            $130,000
Barr Law Firm, PC
3003 Louisiana Boulevard
Notheast
Albuquerque, NM 87110

Thomas J. Burgess             Loan to parent            $125,000
636 Lakeview Circle           corporation
Southeast
Rio Rancho, NM 87124

Ignacio Parellada, Abogado    Legal Services            $120,000
Edifice La Porta de Barcelona
Av. Diaonal 682, 08034
Barcelona, Spain

New Mexico Law Group, PC      Legal Services            $115,000
P.O. Box 25565
Albuquerque, NM 87125

Kobe Associates, LLC          Loan to parent             $90,000
205 Inverness Drive           corporation
Southeast
Rio Rancho, NM 87124

JT Hamilton                   Loan to parent             $75,000
3379 Calle Vista Drive        corporation
Medford, OR 97504

Rynd and Vickie Miller        Loan to parent             $65,000
5607 Cloverlawn Drive         corporation
Grants Pass, OR 97527

Zia Trust Company             Loan to parent             $65,000
P.O. Box 25565                corporation
Albuquerque, NM 87125

William Kasoff                Loan to parent             $60,000
726-21 Tramway Vista          corporation
Drive Northwest
Albuquerque, NM 87122

Russell and Eloise Barry      Loan to parent             $55,000
The Barry Family Trust        corporation
121 Meadowview Drive
Medford, OR 97504


ALIQUIPPA COMMUNITY: Gets Exit Financing from Bridge Healthcare
---------------------------------------------------------------
Bridge Healthcare Finance completed a $3 million revolver and
$4.5 million secured term loan to Aliquippa Community Hospital, a
community healthcare provider located near Pittsburgh,
Pennsylvania.

Aliquippa Community Hospital is an acute-care, not-for-profit
community healthcare provider located just North of Pittsburgh,
Pennsylvania.  This facility will provide the hospital with
working capital and will allow it to finally exit Chapter 11
bankruptcy.  Aliquippa filed voluntary bankruptcy in 2002 due to
poor management and underutilization of resources.  In October
2003, the Board of Directors of Aliquippa named a new CEO, Tony
Puorro. Under Mr. Puorro's leadership, Aliquippa has pursued
significant changes leading to significant fiscal improvements.

Tony Puorro, chief executive officer of Aliquippa said, "With the
help of Bridge Healthcare Finance, we can continue to focus on
improving our bottom line while exploring opportunities to provide
other patient services to increase capacity.  Bridge was able to
help us capture this opportunity by committing a facility in a
matter of days."

"This facility allows us to demonstrate our working knowledge of
bankruptcy financing and help Aliquippa focus on rebuilding," says
Randy Abrahams, President and CEO of Bridge Healthcare Finance.
"It also demonstrates our ability to move on a transaction in a
number of days allowing the company to create an opportunity that
may not have otherwise come to fruition."

                 About Bridge Healthcare Finance

Bridge Healthcare Finance -- http://www.bridgehcf.com/-- offers a
combination of comprehensive loan products, decades of financial
expertise and an unparalleled service approach unique to the
healthcare lending industry. Through accounts receivable, cash
flow and real estate based term loan lending products, Bridge is
able to address the differing capital needs of the healthcare
industry.  Bridge is based in Chicago, Illinois with an office in
Hartford, Connecticut.

Headquartered in Aliquippa, Pennsylvania, Aliquippa Community
Hospital is a 104-acute care hospital established in 1957. The
hospital employs 480 people, has a medical staff of 200 and 90
volunteers enrolled in the volunteer program.

The hospital provides extensive community health education
programs and works with other community organizations in providing
primary care in medically underserved areas.  The Company filed a
chapter 11 petition on Sept. 5, 2002 (Bankr. W.D. Penn. Case No.
02-29616).  Anthony L. Lamm, Esq., at Groen, Laveson, Goldberg &
Rubenstone, and David W. Lampl, Esq., at Leech Tishman Fuscaldo &
Lampl, LLC, represent the Debtor in its restructuring efforts.
The Court confirmed the Debtor's plan on Sept. 23, 2004.


AMERICAN SAFETY: Poor Performance Prompts S&P to Lower Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on American Safety Casualty
Insurance Co. and its affiliate, American Safety RRG Inc., to
'Bpi' from 'BBBpi'.

ASC is a member of an intercompany pool with ASRRG, American
Safety Indemnity Co. (unrated), and American Safety Reinsurance
Ltd. (unrated).  Each pool participant has a 25% share.

"The downgrade is based on ASC's and ASRRG's participation in the
intercompany pooling arrangement as well as ASC's deteriorating
operating performance, high one-year loss reserve development for
the intercompany pool, and weak capitalization, offset by slight
product diversification and good geographic diversification,"
explained Standard & Poor's credit analyst Puiki Lok.  "Because
ASC is the larger company, the ratings reflect the impact of its
weakness on both companies."

Both ASC and ASRRG are wholly owned subsidiaries of American
Safety Insurance Holdings Ltd (NYSE:ASI), a Bermudian holding
company.  ASC and ASRRG are rated based on their combined
position, including some impact from the overall pool performance.

ASC is a property/casualty insurance company organized under the
laws of Delaware.  It was incorporated on June 8, 1981, and
commenced business on July 1, 1981.  ASC underwrites, manages, and
markets primary property/casualty insurance and insurance program
business in the specialty insurance market for environmental
remediation risks and other specialty risks.  During the year
ended Dec. 31, 2004, the company's core business segments were the
underwriting of environmental risks, excess and surplus risk,
program business and other.  Other risks include surety and de-
emphasized lines such as workers' compensation and assumed
liability program business.

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


AVALON DIGITAL: Delays Form 10-Q Filing to Finalize Financials
--------------------------------------------------------------
Avalon Digital Marketing Services Inc. was not able to complete
the preparation of financial data and other narrative information
in sufficient time to complete its quarterly report for the year
ended March 31, 2005, by the May 15 filing deadline, without
unreasonable effort and expense.  As a result, the Company has
been unable to finalize its financial statements for its quarterly
report on Form 10-QSB for the quarter ended March 31, 2005.  The
Company expects to file such quarterly report as soon as
practicable.

The Company has emerged from Chapter 11 Bankruptcy within the past
fiscal year and anticipates changes in its financial statements
and results of operations for the quarter ended March 31, 205,
compared to the corresponding period for the prior fiscal year,
due primarily to the substantial change resulting from the
application of fresh start accounting treatment in December 2004.

The Board of Directors approved and reserved for issuance of 1
million shares of Company common stock to be issued upon exercise
of stock options on Jan. 14, 2005.  These options have an exercise
price of $0.01 with one-fourth vesting upon issuance and the
remainder vesting equally in January 2006, 2007 and 2008.
Additionally, the Board of Directors issued approximately 850,000
options to employees and members of the Board of Directors.

On Feb. 14, 2005, the Company made a loan to Hubbard Acquisition
Corp. in the amount of $125,000.  The Company's largest secured
creditor is affiliated with Hubbard Acquisition Corp.  The loan
was collateralized by a Note and Warrant Purchase and Security
Agreement previously executed by the Company.  The loan was
personally guaranteed by an individual affiliated with the
Company's largest secured creditor.

The Company issued a promissory note to the Law Debenture Trust
Company of New York on March 8, 2005, in the amount of $45,000 for
services to be rendered associated with the Plan of Reorganization
and review and approval of Company's unsecured claims.  $15,000
remains outstanding under this note.

In April 2005, Hubbard Acquisition Corp., under a certain
Settlement Agreement with the Company, repaid the $125,000 loan
made on February 14, 2005.  Additionally, the Company was
compensated for legal fees and other costs associated with
reviewing a joint venture proposal made by Hubbard Acquisition
Corp. In addition to the repayment of the loan, Hubbard
Acquisition Corp. issued a promissory note to the Company for
$33,500.  This promissory note was to be repaid on or before
April 16, 2005.  Currently the note is in default and has not been
repaid.

Headquartered in Provo, Utah, Avalon Digital Marketing Systems is
a provider of email marketing management software and strategic
digital marketing services.  On September 5, 2003, Avalon Digital
Marketing Systems, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court in Salt Lake City, Utah.  The
case has been assigned to Judge Glen E. Clark and is being
administered under Case No. 03-35180.  The Court confirmed the
Company's First Amended Plan of Reorganization on Nov. 3, 2004,
allowing the Company to emerge from chapter 11 in January 2005.


BLACK DIAMOND: Moody's Puts $35 MM Class E Rate Notes on Ba2
------------------------------------------------------------
Moody's Investors Service has assigned ratings of:

   * Aaa to the U.S. $16,000,000 Class X Notes Due June 2010;

   * Aaa to the U.S. $200,000,000 Class A-1A Floating Rate Notes
     Due June 2017;

   * Aaa to the U.S. $50,000,000 Class A-1B Floating Rate Notes
     Due June 2017;

   * Aaa to the U.S.$431,000,000 Class A-1 Floating Rate Notes Due
     June 2017;

   * Aa2 to the U.S. $75,000,000 Class B Floating Rate Notes Due
     June, 2017;

   * A2 to the U.S. $70,000,000 Class C Floating Rate Notes Due
     June 2017;

   * Baa2 to the U.S$61,000,000 Class D-1 Floating Rate Notes Due
     June, 2017;

   * Baa2 to the U.S. $6,000,000 Class D-2 Fixed Rate Notes Due
     June 2017;

   * Ba2 to the U.S. $35,000,000 Class E Floating Rate Notes Due
     June, 2017;

   * Baa3 to the $12,000,000 Class I Combination Notes; and

   * Ba1 to the $4,000,000 Class II Combination Notes, all issued
     by Black Diamond CLO 2005-1 Ltd. and Black Diamond CLO
     2005-1(Delaware) Corp.

Also issued were $83,200,000 Income Notes not rated by Moody's.
This transaction, a managed cash flow high yield CLO deal, is
brought to the market by Bear Stearns & Co.

The ratings assigned to the Class X, A1, A-1A, A-1B, B, C, D-1,
D-2 and E Notes address the ultimate cash receipt of the interest
and principal payments set forth in the notes' governing
documents; the ratings assigned to the Class I and Class II Combo
Notes only address the ultimate cash receipt of the principal
payments set forth in the notes' governing documents.  The ratings
are based on the expected loss posed to the noteholders relative
to the promise of receiving the present value of such payments.

The collateral pool of Black Diamond CLO 2005-1 Ltd. consists
primarily of senior secured bank loans and high yield bonds.  The
reinvestment period is about 6 years.

The Collateral Manager is Black Diamond Capital Management, LLC.
This is the third CLO deal under management (The first two CLOs
are Black Diamond CLO 1998-1 Ltd. and Black Diamond CLO 2000-1
Ltd.).


BMJ HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BMJ Holdings Inc.
        P.O. Box 8176
        Rochester, Minnesota 55903

Bankruptcy Case No.: 05-33570

Type of Business: The Debtor owns and manages commercial and
                  residential property.

Chapter 11 Petition Date: May 24, 2005

Court: District of Minnesota (St. Paul)

Judge: Chief Judge Gregory F. Kishel

Debtor's Counsel: William I. Kampf, Esq.
                  Henson & Efron, P.A.
                  220 South 6th Street, Suite 1800
                  Minneapolis, Minnesota 55402
                  Tel: (612) 339-2500

Financial Condition as of April 4, 2005

      Total Assets: $1,734,267

      Total Debts:  $1,782,237

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Richard Wayne, CPA                             $11,298
500 First Street, SW #201
Rochester, MN 55902

Culligan                                        $5,298
P.O. Box 336
Saint Charles, MN 55972

Onyx Waste                                      $1,955
P.O. Box 9273
Rochester, MN 55903

Nagel Heating & Air                             $1,503
302 3rd Avenue Southeast
Stewartville, MN 55976

Waste Management                                $1,291
Receivable Management Services
P.O. Box 523
Richfield, OH 44288

RSM McGladrey Inc.                              $1,090
102 South Broadway #400
Rochester, MN 55904

Aquila                                            $861
P.O. Box 219703
Kansas City, MO 64121

Rochester Drain Rite                              $523
P.O. Box 6380
Rochester, MN 55903

Jim Pfeffer Apartments                            $487
2727 Osjor Court Northeast
Rochester, MN 55906

Superior Plumbing                                 $475
1244 60th Avenue Northwest
Rochester, MN 55901

Rochester Plumbing & Heating                      $467
P.O. Box 7125
Rochester, MN 55903

Chuck's Appliance & Repair                        $417
1912 2nd Street Southwest
Rochester, MN 55902

Squires Electric Inc.                             $288
210 Woodlake Drive Southeast, #Unit A
Rochester, MN 55904

Safeguard Business Systems                        $147
P.O. Box 910947
Los Angeles, CA 90091

Post Bulletin                                     $119
P.O. Box 6118
Rochester, MN 55903

Gary's Appliance Service                           $75
1318 Apache Drive Southwest
Rochester, MN 55902

Service Pros                                       $54
3800 10th Avenue Southwest
Rochester, MN 55902

Olson Motor Repair                                 $35
P.O. Box 531
Pine Island, MN 55963


BROADCAST INT'L: Insufficient Cash Flow Spurs Going Concern Doubt
-----------------------------------------------------------------
Broadcast International Inc. reported a $16.5 million net loss for
the year ended Dec. 31, 2004, compared to a $3.9 million net loss
for the year ended December 31, 2003.  The net loss before taxes
increased by $12,559,468, which was primarily the result of an
increase of $12,659,094 in research and development in process, an
increase of $913,443 of shares issued for services included in
administrative and general expense, and an increase of $992,736 in
interest expense. The majority of the total net loss of
$16,488,712 is composed of non-cash expenses.

At December 31, 2004, the Company had cash of $173,536, total
current assets of $865,865, current liabilities of $661,814, and
total stockholders' deficit of $14,827.  The Company experienced
negative cash flow used in operations during the fiscal year ended
December 31, 2004 of $1,500,720 compared to negative cash flow
used in operations for the year ended December 31, 2003 of
$709,033.  The negative cash flow was met by borrowings under the
line of credit and sales of common stock to investors.  The
Company expects to continue to experience negative operating cash
flow as long as the Company continues its technology development
program or until it increases its sales by adding new customers.

                     Going Concern Doubt

The Company's audited consolidated financial statements for the
year ended Dec. 31, 2004, contain a "going concern" qualification.
The Company has incurred losses and has not demonstrated the
ability to generate sufficient cash flows from operations to
satisfy its liabilities and sustain operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company will continue to have the need for infusions of
capital over an undetermined period of time.  The Company
experienced negative cash flow of approximately $125,000 per month
and its development plan calls for additional expenditures of
approximately $100,000 per month to complete the development
initiatives identified at this time.  The Company believes
it is important to increase expenditures for development to take
advantage of the opportunities currently available and delay in
implementing the increased expenditures of the CodecSys technology
could adversely affect the Company's ability to bring products to
market and take a meaningful market share.  To date, the Company
has met its working capital needs through sale of common stock
under subscription agreements and through a convertible line of
credit, and anticipates that availability of such capital will
continue over the next year.  The Company is actively engaged in
raising additional equity capital to meets its development and
operational needs.  However, as of this date, the Company has not
been able to secure a placement of sufficient size to satisfy
estimated short term liquidity needs.  Additional investor capital
will result in future dilution to the existing shareholders.
Future investment may depend, to some extent, on results of
operations, but there can be no assurance that the Company will be
able to attract new investors or that the current investors and
lenders will continue to fund operations if the Company does not
demonstrate increased revenues and other favorable operating
results over the next several months.  In the event capital is not
secured, or if additional loans are not secured, the Company would
be in immediate need of another source of capital.  There can be
no assurance that, in such event, the Company will be able to
locate a source of capital, or on terms acceptable to the Company,
or to reduce costs sufficient to maintain the operations of the
Company at its current level.

Broadcast International Inc. provides communication network and
related services for large retailers and other organizations with
widely dispersed locations and operations.  As an integrator of
broadband delivery technologies, including satellite, Internet
streaming and WiFi, the Company offers turnkey communication
solutions based on the specific needs of its customers.
Companies such as Caterpillar, Albertsons, Safeway, Sprint
Communications, Chevron and other customers use the Company's
services to communicate with their personnel and others regarding
training programs, product announcements, news releases and other
applications.


CATHOLIC CHURCH: Tucson Taps Haralson Miller as Insurance Counsel
-----------------------------------------------------------------
The Diocese of Tucson has engaged in extensive negotiations with
its insurers and has achieved a substantial settlement with
Hartford Fire Insurance Company and First State Insurance
Company.  Other insurers, however, have not negotiated in good
faith, notwithstanding that the issues addressed in the
Reorganization Case are among the precise risks for which these
parties provided insurance.

The Diocese finds it necessary to commence insurance actions to
obtain a just recovery.  Accordingly, the Diocese sought and
obtained authority from the U.S. Bankruptcy Court for the
District of Arizona to engage:

   1.  Haralson, Miller, Pitt, Feldman & McAnally, PLC; and

   2.  Stanley F. Feldman, a retired U.S. Supreme Court justice
       and Of Counsel at Haralson Miller,

to investigate, and if necessary, commence litigation with the
non-settling Insurers like Pacific Employers Insurance Company.

Justice Feldman and Haralson Miller are among the pre-eminent
lawyers in Arizona for insurance bad faith litigation claims.  As
an Arizona Supreme Court Justice, Justice Feldman wrote much of
the law in Arizona with respect to key topics like insurance, bad
faith, sex abuse torts, and repressed memory.  Moreover, Haralson
Miller has some leading plaintiff trial attorneys in Tucson and
the entire State of Arizona.

Haralson Miller will be paid based on the Firm's hourly rates for
investigation of Insurance Actions up to $1,000.  If prosecution
of the claim is warranted, Haralson Miller will work on a
contingent fee basis at 30% of any recovery on a settlement
achieved until 29 days before trial, and 37.5% of any recovery
after that.

The professionals who will be responsible for the representation,
and their hourly rates are:

      Professional            Hourly Rate
      ------------            -----------
      Stanley G. Feldman         $500
      Thomas G. Cotter           $275

Mr. Feldman assures Judge Marlar that Haralson Miller does not
hold or represent any interest adverse to the Diocese with
respect to the Insurance Actions and is "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.

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., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Disclosure Hearing Set for June 1
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will
convene a hearing on June 1, 2005, at 1:30 p.m., to consider
approval of a revised disclosure statement the Diocese of Tucson
will file.

The Court will keep the week of July 11, 2005, open for the
confirmation hearing.  If need be, Judge Marlar said at a hearing
on May 19, 2005, that the days "can be reduced as time gets
closer."

Robert B. Millner, Esq., at Sonnenschein Nath & Rosenthal, LLP,
in Chicago, Illinois, as counsel to Pacific Employers Insurance
Co., suggested during the hearing that the Disclosure Statement
be moved to June 3, 2005, with objections due by June 2.

Judge Marlar said the dates will have to stand due to other court
conflicts.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, the Diocese's counsel, advised the Court that
the Diocese would not need an entire week set aside for the
confirmation hearing if the issues are resolved with Pacific.

Judge Marlar further held that five years is a more realistic
estimation of the time the Debtors can push the legal issues
through the courts -- not the 10 years projected by the Debtors.

The Court suggests that the Disclosure Statement provide examples
regarding the different tiers.  Judge Marlar also points out
that:

   * a panel of three people looking at the problems, instead of
     one person, might increase the chance of the results being
     accepted; and

   * if there is an arbitration process, the Diocese should to
     try to get it to be a "binding" arbitration, with no rights
     of appeal.

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., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELLSTAR CORP: Asks Wells Fargo to Waive Reporting Delay Again
--------------------------------------------------------------
CellStar (Nasdaq: CLSTE) won't be able to file its Form 10-K for
fiscal 2004 by May 31, 2005.  The Audit Committee of the Company's
Board of Directors needs more time to complete its independent
review of certain accounts receivable and revenue issues in the
Asia Pacific Region.

As a result of the delay, the Company expects to be delisted from
The Nasdaq National Market.  The Company's common stock may be
quoted in the Pink Sheets, which provide electronic quotation
information.  However, the Company can give no assurance the
common stock will be so quoted.

Also, as a result of not filing its Form 10-K for fiscal 2004 by
May 31, 2005, the Company will be in violation of its secured
domestic revolving credit facility.  The Company has talked to
Wells Fargo Foothill and requested an extension to file its Form
10-K, but there can be no assurance that the waiver will be
granted.

The Company has retained the services of Raymond James &
Associates, Inc. to act as its investment-banking advisor to
assist the Company with the evaluation of its financial and
strategic alternatives.

                     About the Company

CellStar Corporation is a leading global provider of value-added
logistics services to the wireless communications industry, with
operations primarily in the North American, Latin American and
Asia-Pacific regions.  CellStar facilitates the effective and
efficient distribution of handsets, related accessories and other
wireless products from leading manufacturers to network operators,
agents, resellers, dealers and retailers.  CellStar also provides
activation services in some of its markets that generate new
subscribers for wireless carriers.  Additional information about
CellStar may be found on its Web site at http://www.cellstar.com/


CEMEX S.A.: Moody's Revises Ba1 Ratings Outlook to Positive
-----------------------------------------------------------
Moody's Investors Service has revised the ratings outlook on Cemex
S.A. de C.V.'s Ba1 ratings to positive from stable.  Ratings
affected include the company's Ba1 ratings on approximately
$110 million in senior unsecured Euro notes and its senior implied
rating.

The positive outlook reflects Moody's recognition that Cemex's
management has begun to mitigate the significant near-term
refinancing risk associated with RMC Group acquisition debt.
Recently, the company extended the median debt maturity profile
from 2.8 years, following the RMC acquisition, to an average life
of around 4 years.  Moody's believes continued progress in both
lengthening the average debt maturity profile to a minimum of
5 years and diversifying the company's funding sources, which have
been heavily dependent on bank financing, will reduce the
company's financial risk profile and are necessary for achieving
an upgrade in the company's ratings to investment grade.

The positive outlook also reflects Moody's belief that strong
growth in consolidated revenue and free cash flow, which will
continue to be primarily allocated towards absolute debt reduction
of at least $1.2 billion in 2005 and additional incremental debt
reduction over the intermediate term, will result in credit
metrics that are consistent with a Baa3 rating.

Specifically, over the next 12 months, Moody's could upgrade Cemex
S.A. de C.V.'s Ba1 rating to Baa3 if, in addition to the
lengthening of the average debt maturity to at least 5 years and
the diversification of funding sources, it becomes evident the
consolidated company will achieve lease adjusted debt-to-EBITDAR
of under 3.0x, 20% retained cash flow to total debt, 15% free cash
flow to total debt and 4.0x EBIT interest coverage.

Moody's noted, however, that increased transparency with regard to
the operating performance of the recently-acquired RMC Group
assets will be required before an upgrade is achieved, given that
the company has not filed public financial statements in almost a
year.  Moody's believes that increased transparency regarding the
combined company's financial results will provide greater
confidence that the company is successfully integrating the new
assets while reducing the absolute level of debt outstanding and
mitigating financial risk.

Historically, the two stand-alone ratings at Cemex S.A. de C.V.
and Cemex Espana differed because of dissimilar credit profiles,
separate guarantor groups that did not provide upstream nor
downstream guarantees, and restrictions on the movement of cash
between the two companies.  Now, however, Moody's believes it is
appropriate to analyze the company as a consolidated entity, with
equalized ratings, given strong operating performance in Mexico
has improved the credit profile of Cemex S.A. de C.V. and there
are no longer any limitations on the movement of cash between the
two companies.

Cemex's ratings are supported by the company's globally-
diversified operations as a cement company with a leading vertical
position in ready-mix concrete and aggregates production.  The
ratings also recognize Cemex's strong operating performance as
evidenced by modest revenue growth, expanding operating margins
and increasing free cash flow.  Moody's anticipates there are
significant potential cost reduction and working capital
efficiencies at RMC, whose operations are largely in investment
grade countries.

Over the near-term, Moody's believes that Cemex's legacy markets
should continue to experience moderate operating performance
improvement with increasing amounts of free cash flow,
particularly due to the company's dominant market share in Mexico,
where the company has above industry average margins, high return
on capital invested and significant barriers to entry.

Nevertheless, the ratings also recognize the business risks
associated with the RMC acquisition, including:

   * a higher concentration in lower operating margin regions;
   * the lower barrier to entry ready-mix concrete business; and
   * high financial leverage.

As well, while operations have benefited from improved economic
conditions over the last year or so, the company remains exposed
to economic cycles in many developed countries where revenue
growth tends to track GDP growth.

Cemex, headquartered in Monterrey, Mexico, is a growing global
building solutions company that provides building products to
customers in more than 60 countries throughout the world.


CHASE FUNDING: Fitch Affirms B Rating on Class B-5 Mortgage Certs.
------------------------------------------------------------------
Fitch has taken these rating actions on the Chase Funding issues
listed below:

   Chase Funding, mortgage loan asset-backed certificates, series
   1998-1 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A'.

   Chase Funding, mortgage loan asset-backed certificates, series
   1998-2 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   1999-1 Group 1

      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   1999-2 Group 1

      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IM-1 upgraded to 'AAA' from 'AA';
      -- Class IM-2 upgraded to 'AA' from 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   1999-3 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   1999-4 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2000-1 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB downgraded to 'BBB-'from 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2000-2 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB downgraded to 'BBB-'from 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2000-3 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 downgraded to 'A-'from 'A';
      -- Class IB downgraded to 'BB' from 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2001-4 Group 1

      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2001-4 Group 2

      -- Class IIA-1 affirmed at 'AAA';
      -- Class IIM-1 affirmed at 'AA';
      -- Class IIM-2 affirmed at 'A';
      -- Class IIB downgraded to 'BBB-'from 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2001-AD1 Group 1

      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2001-AD1 Group 2

      -- Class IIA-1 affirmed at 'AAA';
      -- Class IIM-1 affirmed at 'AA';
      -- Class IIM-2 affirmed at 'A';
      -- Class IIB affirmed at 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2001-C2 Group 1

      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB downgraded to 'BBB-'from 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2001-C2 Group 2

      -- Class IIA-1 affirmed at 'AAA';
      -- Class IIM-1 affirmed at 'AA';
      -- Class IIM-2 affirmed at 'A';
      -- Class IIB affirmed at 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2001-FF1

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

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2003-C1 Group 1

      -- Class IA-2 affirmed at 'AAA';
      -- Class IA-3 affirmed at 'AAA';
      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2003-C1 Group 2

      -- Class IIA-2 affirmed at 'AAA';
      -- Class IIM-1 affirmed at 'AA';
      -- Class IIM-2 affirmed at 'A';
      -- Class IIB affirmed at 'BBB'.

   Chase Funding Loan Acquisition Trust, mortgage loan asset-
   backed certificates, series 2003-C2

      -- Classes I-A affirmed at 'AAA';
      -- Classes II-A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-2 affirmed at 'A';
      -- Class B-3 affirmed at 'BBB';
      -- Class B-4 affirmed at 'BB';
      -- Class B-5 affirmed at 'B'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2004-1 Group 1

      -- Class IA-1 affirmed at 'AAA';
      -- Class IA-2 affirmed at 'AAA';
      -- Class IA-3 affirmed at 'AAA';
      -- Class IA-4 affirmed at 'AAA';
      -- Class IA-5 affirmed at 'AAA';
      -- Class IA-6 affirmed at 'AAA';
      -- Class IA-7 affirmed at 'AAA';
      -- Class IM-1 affirmed at 'AA';
      -- Class IM-2 affirmed at 'A';
      -- Class IB affirmed at 'BBB'.

   Chase Funding, mortgage loan asset-backed certificates, series
   2004-1 Group 2

      -- Class IIA-2 affirmed at 'AAA';
      -- Class IIM-1 affirmed at 'AA';
      -- Class IIM-2 affirmed at 'A';
      -- Class IIB affirmed at 'BBB'.

All of the mortgage loans in the aforementioned transactions
consist of fixed- and adjustable-rate subprime mortgage loans and
are secured by first- and/or second-lien mortgages or deeds of
trust on residential properties.  As of the April 2005
distribution date, the transactions are seasoned from a range of
14 to 80 months, and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 10% (series 2001-C2 Group 2) to 78% (series
2004-1 Group 1).

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $1.90 billion of
outstanding certificates.  The upgrades reflect a substantial
increase in credit enhancement relative to future loss
expectations and affect approximately $16.5 million of outstanding
certificates.  The negative rating actions, which affect
approximately $14.3 million of outstanding certificates, are taken
due to worse than expected performance of the underlying
collateral as well as concerns regarding the adequacy of credit
enhancement for the remaining subordinate bonds.

Upgrades:

As of the April 2005 distribution date, the pool factor for series
1999-2 Group 1 is approximately 15%.  Class IM-1 currently
benefits from 51.22% credit enhancement (originally 7.75%) in the
form of subordination and overcollateralization; and Class IM-2
currently benefits from 26.36% credit enhancement (originally 4%)
in the form of subordination and OC.  This transaction also
currently fails its cumulative loss trigger, which results in the
principal payments to be paid sequentially and prevents the Target
OC to fall below $2,500,000.

Downgrades:

As of the April 2005 distribution date, the pool factor for series
2000-1 Group 1 is approximately 16%, and the 6-month average
monthly loss is $42,378.  Cumulative losses have resulted in the
decline of OC to $886,863, representing 4.18% credit enhancement
for class IB.  90+ delinquencies (including all bankruptcies,
foreclosures and real estate owned) currently stand at 12.16%.
Group 2 of this series has been paid in full, and thus Group 1
does not benefit from cross-collateralization of net excess cash
flow.

The pool factor for series 2000-2 Group 1 is approximately 15%,
and the 6-month average monthly loss is $32,595. Cumulative losses
have resulted in the decline of OC to $632,919, representing 3.19%
credit enhancement for class IB.  90+ delinquencies (including all
bankruptcies, foreclosures and real estate owned) currently stand
at 12.56%.  Group 2 of this series has been paid in full, and thus
Group 1 does not benefit from cross-collateralization of net
excess cash flow.

The pool factor for series 2000-3 Group 1 is approximately 18%,
and the 6-month average monthly loss is $114,209.  Cumulative
losses have resulted in the decline of OC to $621,126,
representing 2.18% and 6.67% credit enhancement for class IB and
IM-2, respectively.  90+ delinquencies (including all
bankruptcies, foreclosures and real estate owned) currently stand
at 15.16%.  Group 2 of this series has been paid in full, and thus
Group 1 does not benefit from cross-collateralization of net
excess cash flow.

The pool factor for series 2001-4 Group 2 is approximately 17%,
and the 6-month average monthly loss is $293,067.  Cumulative
losses have resulted in the decline of OC to $1,999,610,
representing 3.10% credit enhancement for class IIB.  90+
delinquencies (including all bankruptcies, foreclosures and real
estate owned) currently stand at 11.64%.  Group 2 also benefits
from cross-collateralization through the application of net excess
cash flow generated by Group 1 to fund shortfalls due to losses
and to build OC.

The pool factor for series 2001-C2 Group 1 is approximately 21%,
and the 6-month average monthly loss is $234,414. Cumulative
losses have resulted in the decline of OC to $2,123,159,
representing 2.33% credit enhancement for class IB.  90+
delinquencies (including all bankruptcies, foreclosures and real
estate owned) currently stand at 12.96%.  Group 1 also benefits
from cross-collateralization through the application of net excess
cash flow generated by Group 2 to fund shortfalls due to losses
and to build OC.

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


CITIZENS COMM: Fitch Says Stock Repurchase Won't Affect Ratings
---------------------------------------------------------------
Fitch Ratings believes Citizens Communications Company's announced
$250 million stock repurchase program and $228 million 2006 debt
retirement is neutral to its credit profile within the context of
its current 'BB' senior unsecured rating.  The stock repurchase
program is anticipated to take place over a 12-month period, which
would extend into the first half of 2006.  The company also stated
that it will retire $228 million in 2006 debt maturities from cash
on hand.

Fitch believes the announced commitment to retire the debt in mid-
2006 from cash on hand is an important balance to the company's
ongoing stock repurchase activities and contributes to credit
stability.  Citizens Utilities Trust 5% company obligated
mandatory redeemable convertible preferred securities due 2036 are
rated 'BB-'.  Citizens' Rating Outlook is Stable.

Citizens' liquidity is good, as evidenced by $284 million in cash
and cash equivalents on March 31, 2005.  This cash and future free
cash flow would appear to be sufficient to fund the stock
repurchase program and the debt retirement.  Citizens' guidance
calls for free cash flow in the range of $500 million to $540
million in 2005, which, after its annual dividend requirement of
approximately $340 million, would leave approximately $160 million
to $200 million in cash to supplement the existing cash on hand in
financing the stock repurchase and debt retirement.

Citizens' rating reflects its historically stable rural wireline
operations, which has been less affected by competition than its
urban-based peers.  The lower business risk environment is offset
by its higher leverage and lower degree of financial flexibility.
Citizens' total telecommunications revenue declined 1.0% in the
first quarter of 2005, relative to the prior period, and EBITDA
from the ongoing telecommunications business was relatively
stable, as it declined 0.7% in the first quarter of 2005 to $284.8
million (excluding the management succession and strategic
alternative charges in 2004).  Year-over-year, access lines
declined 3.2% to 2.298 million but were more than offset by the
addition of nearly 101,000 digital subscriber line subscribers.

Rochester, New York, represents Citizens' largest nonrural market,
and Citizens faces competition from Time Warner Cable's voice-
over-Internet protocol offering, which was launched in mid-2004.
In the first quarter of 2005, Citizens reported approximately 45%
of its line losses were in Rochester, double Rochester's
proportion of lines in the company's total base.  At the current
time, losses in Rochester do not appear to be accelerating.
Competitive rivalry is less intense in Citizens' other markets,
but it should be noted that the economy and the substitution of
wireless and high-speed data services have contributed to line
erosion.

Citizens' gross debt-to-EBITDA was 3.7 times at the end of the
first quarter of 2005, and Fitch expects it to be relatively
stable in 2005.  In Fitch's view, leverage is expected to be
relatively stable over the next several years, given the flat
performance of its wireline-only telecommunications business and
expectations for modest debt reductions.  More aggressive debt
reductions are not anticipated given the stock repurchase program
and the initiation of a relatively high dividend payout in 2004.

In the intermediate term, Citizens' cash flows could be pressured
by reforms to the universal service program (the current program
expires in mid-2006), and the intercarrier compensation structure
in the industry (currently under review by the Federal
Communications Commission).  Policymakers are generally supportive
of rural carriers, but the outcome of reforms is uncertain.

Fitch believes the positive steps taken in the second half of 2004
to address Citizens' 2006 debt maturities (which totaled
approximately $1.3 billion prior to the actions) have materially
reduced the risks regarding its maturity profile.  On Nov. 12,
2004, the company completed a $700 million offering of 6.25%
senior unsecured notes due 2013.  The proceeds were used to fund a
significant portion of the redemption of all of its $700 million
outstanding 8 1/2% debentures due in May 2006 and the related call
premium.  In 2005, the company will save approximately $15 million
annually in interest costs due to this refinancing.  Interest
savings in total from the refinancing and the net reduction in
debt are expected to be $60 million annually.

Currently, the company has a nominal amount of debt maturing in
2005 ($6 million) and approximately $228 million and $37 million
in 2006 and 2007, respectively.  Although the company expects to
retire its 2006 maturities from cash on hand, Fitch notes the
amount of maturing debt is also manageable within the capacity of
the company's current $250 million five-year credit facility,
which was entered into on Oct. 29, 2004.


CONSUMER DIRECT: Recurring Losses Trigger Going Concern Doubt
-------------------------------------------------------------
Consumer Direct of America's auditors expressed substantial doubt
about the Company's ability to continue as a going concern after
it audited its financial statements for the year ended Dec. 31,
2004.  De Joya and Company, in Henderson, Nevada, points to the
Company's recurring losses from operations and $17.8 million
aggregate net losses it has incurred.

Consumer Direct had a $7.8 million loss from operations for the
year ended Dec. 31, 2004, compared to a $1.9 million loss for the
year ended December 31, 2003.  It reported an $11.2 million net
loss in 2004, a $1.9 million net loss in 2003 and a $2.2 million
net loss in 2002.  The primary reason for the loss was the costs
associated with the consolidation of the Company's operations,
according to its business plan, and by eliminating non profitable
units and restructuring the Company's base of operations to
eliminate certain costs to outsourcing.  The Company incurred
certain costs associated with the debt amortization discount of
one of its notes for approximately $2.5 million.

                Liquidity and Capital Resources

Management currently believes that cash flows from operations
should be sufficient to meet the Company's current liquidity and
capital needs at least through fiscal 2005.  However, if they are
not, management will seek equity funding from the public capital
markets.  So long as there are no material adverse changes to the
terms or availability of its warehouse lines of credit, management
believes the Company can meet its liquidity and capital needs at
current production levels at least through fiscal 2005.  However
management is currently exploring possible liquidity sources
either through additional borrowings or potential capital partners
to enable the Company to increase its loan production and
expansion.  Future offerings are probable in order to fund the
acquisition growth by the Company.  The Company anticipates
raising equity capital in the amount of $3 million during 2005 in
order to fund the integration of this growth.  If such financing
is not available on satisfactory terms, the Company may be unable
to expand or continue its business as desired and operating
results may be adversely affected.  Any equity financing could
result in dilution to existing stockholders.

Consumer Direct of America, formerly known as Blue Star Coffee,
Inc., is a Nevada corporation formed in July 2000 to sell
specialty coffee beans, brewed coffee and espresso-based beverages
through company-owned and franchised retail locations. In February
2002, Blue Star, which was then in the development stage, acquired
all of the outstanding stock of Consumer Capital Holdings, Inc.,
and Consumer Capital Holdings became a wholly owned subsidiary of
Blue Star.  After its acquisition of Consumer Capital Holdings,
Blue Star changed its name to Consumer Direct of America.
Consumer Direct of America is a direct-to-consumer mortgage broker
and banker with revenues derived primarily from origination
commissions earned on the closing of first and second mortgages on
single-family residences.  The Company has acquired and intends to
acquire other businesses in the direct-to-consumer mortgage
brokerage business and may acquire other businesses that are
outside the direct-to-consumer mortgage brokerage business. The
Company believes it has the infrastructure, systems, direct
marketing call center support and operational management necessary
to properly integrate more acquisitions in order to establish and
support a national network.  At present, the Company sells its
loan servicing through correspondent relationships with Flagstar,
BNC, Wells Fargo and Countrywide with agreements pending with
Aurora, CitiFinancial, NovaStar, Principal Mortgage and Washington
Mutual.


COSINE COMMS: Restructuring Activities Spur Going Concern Doubt
---------------------------------------------------------------
CoSine Communications said it is not generating sufficient revenue
to fund its operations.  The Company expects operating losses and
net operating cash outflows to continue and expects that revenue
will continue to decline.  The Company's restructuring activities
and ongoing review of strategic alternatives raise substantial
doubt as to the ability of CoSine Communications to continue as a
going concern.

On July 29, 2004, CoSine said it was exploring various strategic
alternatives and that the Company had hired an investment bank as
its financial advisor.

After extensive evaluation of strategic alternatives, CoSine
initiated actions to lay-off most of its employees, retaining a
limited team of employees to provide customer support and handle
matters related to the ongoing exploration of strategic
alternatives.  Since Sept. 8, 2004, the Company has taken a number
of actions to reduce its operating expenses and conserve its cash.
CoSine has notified its existing customers that the CoSine
products are now formally discontinued and that existing customers
may place "lifetime buy" orders to support their platform
transition plans.  The Company has sold, scrapped or written its
inventory down to estimated net realizable value at December 31,
2004 and March 31, 2005.  The Company has taken steps to terminate
contract manufacturing arrangements, contractor and consulting
arrangements and facility leases.  These activities continued
through March 31, 2005 and will continue in 2005.  CoSine's
business currently consists primarily of a customer service
capability operated under contract by a third party.  This
customer service capability is set to expire on, or before,
Dec. 31, 2005.

On Jan. 7, 2005, CoSine entered into an Agreement and Plan of
Merger with Tut Systems, Inc., in a stock-for-stock transaction
pursuant to which CoSine will merge into a wholly owned subsidiary
of Tut Systems, Inc.  Tut Systems, Inc., will issue approximately
6.0 million shares of its common stock to the shareholders of
CoSine.  The merger is subject to shareholder approval and normal
closing conditions.  There can be no assurance that the merger
will be approved by the shareholders.  On Jan. 18, 2005, CoSine
and each of its directors and officers were named as defendants in
a class action lawsuit filed in the San Mateo County Superior
Court on behalf of CoSine shareholders.  The complaint alleges
that the CoSine directors and officers breached their fiduciary
duty to the corporation in connection with the proposed merger
with Tut Systems, Inc., and requests that the merger be enjoined.
CoSine and its directors believe that the allegations are without
merit and intend to defend the action vigorously.

Should the merger with Tut Systems, Inc., not be completed, the
Company would continue to explore strategic alternatives,
including:

   -- sale of the Company;
   -- sale or licensing of products and intellectual property;
   -- winding-up and liquidation of the business; and
   -- return of capital.

Pending the completion of the proposed merger or, should the
merger not be completed, the outcome of the Company's review of
strategic alternatives, and pending any definitive decisions to
close or liquidate the business, the Company will continue to
prepare its financial statements on the assumption that it will
continue as a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.  As such, the Company's financial statements do not
include any adjustments to reflect possible future effects of the
recoverability and classification of assets, or the amounts and
classification of liabilities that may result from any decisions
made with respect to the Company's assessment of its strategic
alternatives.  If at some point the Company were to decide to
pursue alternative plans, the Company may be required to present
the financial statements on a different basis.  As an example, if
the Company were to decide to pursue a liquidation and return of
capital, it would be appropriate to prepare and present financial
statements on the liquidation basis of accounting, whereby assets
are valued at their estimated net realizable values and
liabilities are stated at their estimated settlement amounts.

During the quarter ended Dec. 31, 2004, the Company continued the
actions initiated and announced in September 2004.  These actions
included:

   -- the termination of all but eight of the remaining employees;

   -- negotiation of transition support plans for its customers;

   -- termination of a facility lease in Japan; and

   -- termination of supplier, contractor and consulting
      agreements, as well as the initiation of liquidation
      procedures for certain of its foreign operations.

The Company also completed the sale, scrap or write-off of its
remaining inventory, property and equipment.  In January 2005, the
Company terminated its remaining employees and retained only its
chief executive officer as a consultant.

As a result of these activities, as of Dec. 31, 2004 and March 31,
2005, CoSine's business consisted of primarily a customer service
capability operated by a third party.

                        About the Company

CoSine Communications was founded in 1998 as a global
telecommunications equipment supplier to empower service providers
to deliver a compelling portfolio of managed, network-based IP and
broadband services to consumers and business customers. Currently,
CoSine's business consists primarily of a customer service
capability operated under contract by a third party.

Burr, Pilger & Mayer LLP, in Palo Alto, California, serves as
CoSine's independent auditing firm.


CURATIVE HEALTH: Moody's Junks $185M Senior Unsecured Notes
-----------------------------------------------------------
Moody's Investors Service lowered the ratings of Curative Health
Services Inc. (senior implied to Caa1 from B2; senior unsecured
notes to Caa2 from B3) based on heightened concerns regarding the
company's prospects for cash flow generation and liquidity.  The
company's speculative grade liquidity rating of SGL-4 was
affirmed.  The rating outlook is negative.

Moody's said that it does not anticipate that the company will
easily rebound from the effects of lower reimbursement trends
experienced under California's MediCal program.  The rating
downgrade also incorporates the belief that high leverage and weak
liquidity provide very little cushion for near term liabilities -
including an interest payment in November 2005 - operations and
execution of the company's newly instituted strategy, which
focuses on expanding its home infusion business.  Finally, there
is concern that other state Medicaid programs and managed care
payors may adopt similar methods of reimbursement, which could
place additional pressure on the company's cash flow.

Ratings downgraded:

Curative Health Services, Inc.:

   * senior implied to Caa1 from B2;
   * senior unsecured notes to Caa2 from B3; and
   * issuer rating to Caa2 from B3.

Rating affirmed:

Curative Health Services, Inc.:

   * SGL-4 speculative grade liquidity rating.

Changes in reimbursement for hemophilia drugs under the MediCal
program in California (which represented 12% of total revenues in
2004 and only 5% of revenues during the first quarter of 2005)
have contributed to material cash flow deterioration for the
company.  During 2004, California switched to a method relying on
Average Selling Price versus Average Wholesale Price.  More
recently, Medicare rates for the provision of hemophilia have also
declined under the Medicare Modernization Act, resulting in about
a 40% decline in earnings from that payor.

At year end 2004, the company took a very large goodwill and
intangible asset impairment charge related to the specialty
infusion business due largely to changes in reimbursement.  This
essentially eliminated the entire equity base of the company.

Reimbursement pressures continue with first quarter 2005 income
from operations down 60% compared to the same period last year.
Free cash flow during fiscal 2004 and the period ended
March 31, 2005 was significantly lower than expected when the B2
senior implied rating was assigned in early 2004 (zero free cash
flow versus a Moody's forecast of about $20 million).  In April
2004, Curative's debt levels increased significantly following the
$150 million acquisition of CCS - the linchpin of the company's
new strategic venture into home infusion; at that time, the
ratings assumed that Curative would have sufficient free cash flow
to deleverage.

Outside of California, most of the company's hemophilia-related
and Synagis revenues rely on reimbursement methods based on the
AWP of its products.  A future risk factor is the possibility that
other states and commercial payors may also adopt an ASP-based
reimbursement model.  The company may also be subject to the
possibility that revenue and margins may suffer from the effects
of outstanding government investigations related to AWP.

The drug benefit program under MMA provides some uncertainty;
although only about 7% of specialty infusion revenues are derived
from Medicare, it is not yet clear whether infusion drugs will be
covered under the same Part D regulations as other drugs.
Furthermore, we are concerned that potential pressure from managed
care payors on per diem and nursing rate reimbursement in the home
infusion business could affect profitability.

Very weak liquidity, as reflected by Curative's SGL-4 liquidity
rating, stems from poor operating cash flow as well as virtually
no free cash flow - even after assuming receipt of a $3.4 million
tax refund - to service near term liabilities, which consist of an
outstanding DOJ settlement, and several promissory notes related
to previous acquisitions.  After considering these obligations,
Curative is expected to have less than $5 million remaining under
its credit facility from GE Capital.

We believe that this provides an unacceptable cushion in light of
potential further changes in governmental or managed care
reimbursement and ongoing working capital needs associated with:

   (1) the seasonal build-up of Synagis beginning in the September
       timeframe; and

   (2) the company's plans to continue to invest in branch service
       centers to support its home infusion strategy.

Curative is in the process of opening nine more branches. Moody's
anticipate that this will require about $2.25 million in annual
working capital during the 12- 18 months of development. Any
variability in this figure could place pressure on cash flow
expectations.

Delays in MediCal payments have also been problematic although a
recent dispute settlement with the Department of Health Services
in California included a provision to address faster claims
processing.  During the first quarter of this year, collections
improved, but not to the extent expected.  Future delays in
payments could place additional pressure on liquidity.

Although the home infusion business may offer greater diversity to
the specialty distribution business, we believe that near term
liquidity concerns are mounting.  While a bank amendment may help
the company meet its bank covenants for the remainder of 2005, in
order to remain compliant during fiscal 2006, Curative will need
to renegotiate covenants.

The negative outlook reflects our concerns that, in the event of
bankruptcy, with minimal tangible assets, recovery values would
not be sufficient to cover outstanding senior unsecured debt.  If
cash flow does not improve or if liquidity worsens such that the
company will likely need to restructure its debt, the ratings
could be lowered further.  If the company is able to increase its
levels of external liquidity, and grow its home infusion business
to help provide an improved source of cash flow, the outlook may
become stable.

The $185 million in senior unsecured notes have been notched below
the Caa1 senior implied rating due largely to concerns regarding
recovery value and the presence of $40 million in secured bank
debt.

Curative Health Services, Inc., headquartered in Nashua, New
Hampshire, provides services to patients experiencing serious
acute or chronic medical conditions through its specialty infusion
and wound care management business units.


DATALOGIC INT'L: Kabani Issues Going Concern Opinion in Form 10-K
-----------------------------------------------------------------
Kabani & Company, Inc., expressed substantial doubt about
Datalogic International's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004.  The auditors cite the Company's net
losses of $1,403,837 and $911,582 during the years ended Dec. 31,
2004, and 2003, respectively.  There was an accumulated deficit of
$3,328,978 as of December 31, 2004, and total liabilities exceeded
total assets by $168,515 as of December 31, 2004.

The Company recently undertook several actions to revise its
operating and financial requirements to provide it with sufficient
liquidity to continue to fund operations for the next twelve
months that included arranging working capital financing.
Further, the Company was awarded an expansion of several multi-
year contracts with several State Agencies.  These awards can
provide the Company with an increase level of revenues that should
support the Company's current overhead expenses and provide for
increasing cashflows that can improve the current stockholders'
equity and allow the Company to continue its operations through
the next twelve months.  There can be no assurance that additional
financing, over and above that stated, may not be required, in
which case, the Company will need to depend on finding sufficient
funding at acceptable terms.  Such funding may not be readily
available.

On June 29, 2004, Datalogic issued $3 million of convertible
secured debt, including the issuance of warrants to purchase a
total of 705,000 shares of its common stock.  The proceeds from
the $3 million financing improved its working capital position.
As of Dec. 31, 2004, the Company had $643,847 in cash and
$1,258,689 in restricted cash.  Given its Dec. 31, 2004, cash
balance and the projected operating cash requirements, management
anticipates that existing capital resources will be adequate to
satisfy cash flow requirements through Dec. 31, 2005.  The
Company's cash flow estimates are based upon achieving certain
levels of sales, gross profit and operating expenses.

Datalogic's liquidity primarily consists of $643,847 in cash,
restricted cash of $1,258,689, plus $1,630,570 in accounts
receivable.  The Company's current liabilities consist of
$2,691,536 in accounts payable, accrued expenses, and short-term
debts.

The Company's consulting services business segment is cash-
intensive and often consumes most of the Company's working
capital.  Market conditions and assessments prevented it from
accessing additional funding from the restricted cash during the
period ended December 31, 2004.  Because of this the Company was
unable to fully execute its business plan as well as aggressively
market its products and services.  This resulted in lower than
projected sales and net profits for 2004.

Datalogic may elect to raise additional capital in the future,
from time to time, through equity or debt financings in order to
capitalize on business opportunities and market conditions and to
insure the continued marketing of current product and service
offerings together with development of new technology, products
and services.  There can be no assurance that it can raise
additional financing with favorable terms.

Management believes that the current cash position is sufficient
to meet the Company's capital expenditures and working capital
requirements for the near term; however, the growth and
technological change of the market make it difficult to predict
future liquidity requirements with certainty and management's
forecast is based upon certain assumptions, which may differ from
actual future outcomes.  Over the longer term, the Company must
successfully execute plans to increase revenue and income streams
that will generate significant positive cash flow if it is to
sustain adequate liquidity without impairing growth or requiring
the infusion of additional funds from external sources.
Additionally, a major expansion, such as would occur with the
acquisition of a major new subsidiary, might also require external
financing that could include additional debt or capital.  There
can be no assurance that additional financing, if required, will
be available on acceptable terms, if at all.

DataLogic International, Inc., through its wholly owned
subsidiaries, provides Information Technology outsourcing and
consulting services to a wide range of U.S. and international
governmental agencies and commercial enterprises.  The Company's
services capitalize on the ongoing trend toward strategic IT
outsourcing and addresses growing markets such as public safety
and homeland security.  The Company also leverages its technology
expertise, customer relationships and supplier channels to develop
solutions addressing rapidly growing communications markets,
including VoIP (Voice over Internet Protocol) communications
and GPS vehicle tracking.


DIVERSIFIED CORPORATE: Delays 10-Q Filing to Complete Review
------------------------------------------------------------
Diversified Corporate Resources, Inc., was not able to complete
and file its quarterly report for the period ended March 31, 2005,
by the May 16 filing deadline.  The Company's auditors are still
completing the review of the Company's financial statements after
the Company experienced delays in the preparation of its financial
statements and related disclosure.

The Company anticipates that it will report a significant
improvement in its results of operations (excluding expenses
related to options & warrants) for the quarter ended March 31,
2005, as compared to the prior year.  At this time, it is unable
to provide a reasonable estimate of the results due to delays
experienced in the preparation of the financial statements for the
quarter ended March 31, 2005.

In its latest Form 10-Q for the quarterly period ended June 30,
2004, the company's current liabilities exceed its current assets
by $7.3 million.

The company reported net losses for the last three fiscal years,
as a result of the decline in business, and expects to report a
net loss for the 2004 fiscal year.

The company currently finances itself through factoring of, or
lines of credit based on, its accounts receivable.  The amount of
funds available under these agreements depends on the amount of
accounts receivable accepted by the lenders.

While the company has generally sought to borrow the maximum
amounts available from these facilities during 2004, the
facilities have been inadequate in providing enough funds to
maintain operations, and the company has to use other measures to
continue to fund operations.

                        About the Company

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting.  The Company
currently operates a nationwide network of nine regional offices.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Diversified Corporate Resources, Inc. (OTC Pink Sheets: HIRD) has
filed with the Securities and Exchange Commission its Annual
Report on Form 10-K for fiscal year ended Dec. 31, 2003.  The
audited statements included in the 10-K were accompanied by an
audit opinion, which contains a going concern qualification.
Weaver and Tidwell, L.L.P., in Dallas, Texas, audited the
company's 2003 financial statements.


DYKESWILL LTD: Smith & Henault to Serve as Accountants
------------------------------------------------------
Ben B. Floyd, the Chapter 11 trustee for Dykeswill, Ltd., sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division, to employ the
accounting firm of Smith & Henault, P.C. as his accountants.
James P. Smith will act as lead accountant for the trustee.

Smith & Henault will:

     a) prepare any necessary federal and federal and state
        income, payroll, sales, franchise and excise tax returns
        and reports of the bankruptcy estate;

     b) provide evaluations and advice to Trustee on Tax matters
        which may arise, including the evaluation of the tax
        effect of the sale of assets of the estate;

     c) analyze the Debtor's books and record and financial
        transactions regarding possible fraudulent post-petition
        and/or preferential transfers to which the estate may be
        entitled to recovery.

     d) analyze the books and records and financial
        transactions of entities and individuals to which the
        Debtor is related, may be related or may have been related
        at some prior date to determine the value of any assets
        and the existence of possible fraudulent transfers to
        which the estate may be entitled to a recovery;

     e) locate, obtain, inventory and preserve the accounting,
        business and computer records of the Debtor for use in
        performing the tasks assigned to Applicant and in
        Trustee's administration of the estate;

     f) assist the Trustee in the identification and recovery of
        assets of the estate requested;

     g) prepare monthly operating reports of the Debtor;

     h) assist with the formulation of the Plan of Reorganization
        and Disclosure Statement as requested;

     i) assist with the formulation of the Plan of Reorganization
        and Disclosure Statement as requested;

     j) assist Trustee as an accountant and/or expert witness in
        litigation of the estate, assist in examinations and
        discovery under Federal Rule of Civil Procedure 2004 and
        the Federal Rules of Civil Procedure and to prepare any
        required expert reports related to litigation matters.

The current hourly billing rates of Smith & Henault's personnel
are:

        Designation                   Rate
        -----------                   ----
        Shareholders              $175 - $225
        Managers                         $265
        Staff Consultants          $95 - $125
        Paraprofessionals                 $80

To the best of the Mr. Floyd's knowledge, Smith & Henault does not
have any interest materially adverse to the Debtor and its estate.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


ECOLOCLEAN INDUSTRIES: Losses & Deficits Spur Going Concern Doubt
-----------------------------------------------------------------
Ecoloclean Industries, Inc., reported a $489,100 net loss,
compared to a $309,086 net loss for the same period last year.  At
March 31, 2005, Ecoloclean's balance sheet showed a $2,510,859
stockholders' deficit, compared to a $2,049,759 deficit at
Dec. 31, 2004.  The Company has experienced significant recurring
operational losses and negative cash flows from operations and at
March 31, 2005 has an accumulated deficit of $4,134,380.  These
factors raise doubt about the Company's ability to continue as a
going concern if changes in operations are not forthcoming.

Management, in the first quarter of 2005 has taken a position that
by discontinuing operations in certain of its wholly owned
subsidiaries, and concentrating its efforts on more productive
resources, the Company will achieve more favorable operating
results.  The Company's ability to continue as a going concern
will depend on management's ability to successfully implement a
business plan which will increase revenues, control costs, and
obtain additional forms of debt and/or equity financing.

The Company believes that it will continue to incur losses for at
least the next six months, and as a result will require additional
funds from debt or equity investments to meet such needs.  Without
realization of additional capital, it would be unlikely for the
Company to continue as going concern.  The Company anticipates
that its officers will contribute a portion of the funds needed to
satisfy the cash needs of the Company for the next six months.
However, there can be no assurances to that effect, as the Company
has limited revenues and the Company's need for capital may change
dramatically  if it is successful in acquiring a new business.  If
the Company cannot obtain needed funds, it may be forced to
curtail, or cease, its activities.  To meet these objectives,
management's plans are to:

     (i) raise capital by obtaining financing through private
         placement efforts;

    (ii) issue common stock for services rendered in lieu of cash
         payments and

   (iii)  obtain loans from officers to the extent possible.

The Company's future ability to achieve these objectives cannot be
determined at this time.

Although the Company expended substantial financial resources to
establish all three of its field service operations, the expected
results were not achieved. Accordingly, as indicated above, two of
the field service operations were discontinued during the first
quarter of 2005 and their assets have been, or are being,
liquidated.

The Company is concentrating its efforts on the marketing and
sales of its Coale Separator and liquid waste remediation
services along with the development of its Agricultural Clean-Up
Program. In addition, the Company is investigating new
opportunities related to its area of interest.

All future activities of the Company will be dependent on its
ability to obtain additional funding in the near future.

                     Subsidiary Performance

Reliant Drilling Systems, Inc.

Reliant Drilling Systems, Inc., Ecoloclean Industries' subsidiary,
has specialized in providing drilling support services including
solids controls programs to oil and gas production and exploration
companies.  RDS had 2004 revenues of $718,025 and an operating
loss of $280,091.  These operating losses, along with continued
pricing pressures which caused reduced margins, in addition to
high overhead costs, led to management's decision to also close
RDS's operations during February although a number of equipment
rentals continued in the first quarter.

Shortly after the management's decision, the Company began selling
certain of its equipment assets which were utilized by this
subsidiary.  Most of these assets were sold by the end of the
first quarter 2005.   Total proceeds were approximately  $243,000,
which resulted in a loss of $49,000 from these sales. Sales
efforts for the remaining equipment to be sold are continuing.

Ecoloclean, Inc.

Ecoloclean, Inc., the Company's wholly owned subsidiary, continues
to devote efforts to the Dairy Industries as it pertains to the
animal waste created by cows, swine and chickens.  Recently,
during the first quarter of 2005, ECI formed an alliance with
another company in this field.  By combining its EC Units
technology with that of its new partner, the Company was
successfully able to demonstrate a ninety-nine percent plus (99%+)
phosphate removal from dairy waste.

During the second quarter of 2005, the Company will be performing
another demonstration for approximately 200 dairy farmers,
representatives from Texas A&M University, American Dairy
Association, Texas Farm Bureau, the EPA and other
interested parties.  Based on the test results from the initial
demonstration, management expects to be able to offer the dairy
industry, along with swine and chicken producers, a much needed
solution to their waste disposal problems.

Currently, there are insufficient revenues and resources to offset
annual operating overhead, which is now projected to be
approximately $750,000, taking into consideration management's
decision not to offer solids-control and industrial field services
after  mid-February and mid-March 2005, respectively. Until the
Company obtains the amount of working capital  required to meet
its operating overhead, it will be necessary to continue to call
upon the investment community and/or the Company's officers and
directors for financial assistance.

During the fourth quarter, the Company's officers provided
$155,251 in loans to the Company.  All of the funds advanced
during the fourth quarter were utilized to offset operating
overhead expenses.  The officers have not indicated a
willingness to continue providing funds during 2005 in amounts
commensurate to the $1,166,439 advanced during 2004. Efforts are
ongoing to obtain funding from sources outside of the Company.  At
this time, the Company has not received any financing commitments
although certain initiatives are ongoing.

World Environmental Technologies, Inc.

World Environmental Technologies, Inc., a wholly owned
subsidiary of Ecoloclean, Inc., has utilized its Louisiana
statewide Water Discharge Permit and its patented Electro
Coagulation treatment systems to aggressively market its services
for oil field and industrial liquid waste remediation.  These
efforts have resulted in WET acquiring Master Service Agreements
from several Refinery Groups and Petroleum Operators, which it is
waiting to implement.  However, at this time there are no pending
contracts or orders.

Ecoloclean of Texas

Ecoloclean of Texas has been engaged in providing industrial
maintenance services including dredging waste-filled ponds and
lagoons and cleaning piping, brew kettles and frac tanks.

Ecoloclean Industries, Inc. owns two wholly owned subsidiaries:
Ecoloclean, Inc., a Texas corporation and Reliant Drilling
Systems, Inc., a Louisiana corporation.  Ecoloclean, Inc., owns
two wholly owned subsidiaries: World Environmental Technologies,
Inc., and Ecoloclean of Texas, Inc.  Each is involved in
wastewater treatment and removal.


ELANTIC TELECOM: Six Creditors Transfer $2,024,953 in Claims
------------------------------------------------------------
From March 1 through May 24, 2005, six creditors transferred
their claims against Elantic Telecom, Inc., aggregating
$2,024,953, to Revenue Management and Debt Acquisition Company of
America V, LLC.

   Transferor           Transferee        Claim No.       Amount
   ----------           ----------        ---------       ------
Les Murray Inc.         Debt Acquisition      50            $225
                        Company of America
                        V, LLC

Woodlawn Construction   Debt Acquisition                    $722
Company                 Company of America
                        V, LLC

Insignia Esg Inc.       Revenue Management            $1,902,166

Insignia Esg Inc.       Revenue Management              $116,662

Aggreko LLC             Revenue Management   162          $1,938

Verdis Companies Inc.   Revenue Management                $1,100

Verdis Companies Inc.   Revenue Management                $1,100

Guisti Enterprises      Revenue Management                $1,040

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection on July 19, 2004 (Bankr. E.D. Va. Case No. 04-36897).
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represent the Debtor in its restructuring efforts.
The Official Committee of Unsecured Creditors is represented by
Danielle M. Varnell, Esq., and David Neier, Esq., at Winston &
Strawn.  When the Company filed for protection from its creditors,
it listed $19,844,000 in total assets and $24,372,000 in total
debts.


ELDON R. HOFFMAN: Section 341(a) Meeting Slated for June 17
-----------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
Eldon R. Hoffman's creditors at 1:30 p.m., on June 17, 2005, at
235 Pine Street, Suite 700 in San Francisco, 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 Ross, Calif., Eldon R. Hoffman, is the founder
and CEO of Any Mountain Ltd. which filed for bankruptcy on Dec.
23, 2004 (Bankr. N.D. Calif. Case no. 04-12989).  Mr. Hoffman
filed for chapter 11 protection on May 13, 2005 (Bankr. N.D.
Calif. Case No. 05-11174).  John H. MacConaghy, Esq., of Sonoma,
Calif., represents Mr. Hoffman.  When the Debtor filed for
protection from his creditors, he reported $11,986,192 in assets
and $10,173,593 in debts.


EYE CARE: Moody's Assigns SGL-2 Affecting B2 Sr. Implied Rating
---------------------------------------------------------------
Moody's Investors Service assigned an SGL -2 speculative grade
liquidity rating to Eye Care Centers of America.  The SGL-2 rating
reflects Moody's expectation that the company will have good
liquidity over the next twelve months.  ECCA's SGL-2 rating
recognizes that ECCA's cash flow generation and existing cash
balances are expected to cover cash needs for working capital,
scheduled debt amortization, and capital expenditures.

A $25 million senior secured revolving credit facility, maturing
in 2010, which the company does not plan to access in the near
term, provides good liquidity to fund the company's operating
needs if there is a misstep in operating cash flow over the next
twelve months.  Additionally, the company's covenant cushions
under the credit facility are adequate. The rating also considers
that ECCA's assets are largely encumbered.

ECCA's SGL-2 speculative grade liquidity rating is a positive
factor supporting the company's long-term B2 senior implied
rating.  Key restraints to the SGL rating are:

   * modest to low free cash flow expectations (cash from
     operations less capital expenditures);

   * the small size of ECCA'S revolving credit facility;  and

   * relatively few sources of alternate liquidity to draw on in
     the event of an unexpected business slowdown.

The SGL rating is supported by:

   * modest quarterly EBITDA margins ranging from 7% to 18%;

   * quarterly cash balances ranging from $6 million to
     $18 million;

   * lack of significant maturities; and

   * expected cash flow from operations.

The company's credit facility contains leverage and interest
coverage ratios.  The leverage covenant (debt/LTM EBITDA) ratchets
down from 6.25 times in 2005 to 6.0 times in 2006 and the interest
coverage covenant (EBITDAR/Interest) increases from 1.3 times in
2005 to 1.35 times in 2006.  Moody's expects ECCA will exceed its
leverage and interest coverage ratio over the next twelve months,
even under reasonably stressed scenarios.

The SGL rating could be positively affected if favorable market
conditions lead to significant improvement in cash flow generation
and financial flexibility.  The SGL rating could be pressured if
cash flow generation were to deteriorate or if margins were to
weaken and put pressure on covenant compliance.

Eye Care Centers of America, Inc., has a senior implied rating of
B2 and a negative outlook.

Revenue for the LTM ended April 2, 2005 was approximately
$400 million.


FOOTSTAR: Must Vacate Stores Converting to Sears Essential Format
-----------------------------------------------------------------
Judge Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York directs Footstar, Inc., to vacate
certain Kmart stores that will be converted into Sears Essentials
stores.

Judge Hardin holds that upon completion of the conversion, the
Kmart stores will no longer constitute "Store(s)" as defined in
Footstar's Master Agreement with Kmart and, therefore, will no
longer fall within the grant of license provided to Footstar
under Section 3.1 of the Master Agreement.

Footstar is required to vacate the stores at these locations:

   (a) by July 9, 2005:

       * 3973 Stuart, Florida;
       * 4887 Port St. Lucie, Florida;
       * 7282 Clinton, Maryland;
       * 3630 Nashua, New Hampshire;
       * 7707 Warrenton, Virginia;
       * 9406 Peoria, Arizona;
       * 4776 San Diego, California;
       * 7422 Tustin, California;
       * 4384 Palatine, Illinois;
       * 3399 South Plainfield, New Jersey;
       * 3076 Spring Valley, California;
       * 3920 El Monte, California;
       * 4260 San Diego, California;
       * 4290 San Diego, California;
       * 4484 St. Petersburg, Florida;
       * 4767 Hialeah, Florida;
       * 4180 Louisville, Kentucky;
       * 4488 Rochester, Michigan;
       * 4446 Bethlehem, Pennsylvania; and
       * 4241 East Ridge, Tennessee;

   (b) by July 13, 2005:

       * 3638 Tewksbury, Massachusetts;
       * 3760 No. Ft. Myers, Florida;
       * 3825 Parsippany, New Jersey;
       * 3985 Lakeland, Florida;
       * 4496 Keene, New Hampshire;
       * 7427 Londonderry, New Hampshire; and
       * 3124 Corona, California;

   (c) by July 20, 2005:

       * 4224 Denver, Colorado;
       * 7772 Noblesville, Indiana;
       * 3559 Homer Glen, Illinois;
       * 3988 Putnam, Connecticut; and
       * 4206 Warren, Michigan; and

   (d) by August 10, 2005:

       * 7678 San Diego, California;
       * 3476 Clearwater, Florida;
       * 4039 South Bend, Indiana;
       * 4869 Deland, Florida;
       * 9395 Lawnside, New Jersey; and
       * 4343 West Palm Beach, Florida.

                  Kmart Signage Will Be Removed

Footstar argued that the stores presently being converted from
Kmart to Sears Essentials are prominently displaying both indoors
and outdoors signs saying "Kmart + Sears = Sears Essentials"
highlighting the Sears Essentials concept as "Two great stores.
One big idea."

Footstar asserted that the transition signage promotes the fact
that the Pharmacy in the converting stores will be the "same
great" Kmart pharmacy, and a draft preliminary services license
agreement between Kmart and Sears states that Kmart "shall be
permitted to continue to use the name [Kmart Pharmacy] in the
Designated Stores even after such Designated Stores are renamed
[Sears Mart]."

Kmart, however, assured the Court that the use of the transition
signage is both transitional and temporary, and that all signs
referring to the Kmart trade name will be removed within a matter
of weeks after the opening of each Sears Essentials store.  With
respect to the pharmacies, Kmart said Sears intends to apply for
pharmaceutical licenses with respect to each converted store, and
that the Kmart trade name will be used in connection with the
pharmacy only until each converted store obtains the necessary
license to operate as a pharmacy.

The Court accepted Kmart's assurances.

               Definition of "Stores" is Ambiguous

Judge Hardin notes that the third element in the definition of
"Store(s)" is that of a store operated by Kmart "under the
service mark KMART (or some other service mark incorporating
KMART in whole or in part or under which the Stores are
operated)" or, as applicable to the larger stores, a store
"operated by [Kmart] under the service mark SUPER KMART CENTER
(or some other service mark incorporating KMART in whole or in
part or under which the Stores are operated)."

Footstar had argued that the parenthetical clause "or under which
the Stores are being operated" must be construed to wholly
eliminate the third element limiting the "Store(s)" definition to
stores utilizing in some form the Kmart service mark.  Any other
construction, Footstar said, would render the clause "surplusage
or nugatory."

Judge Hardin, however, finds the clause ambiguous.  Judge Hardin
says the substantive provision is the requirement for a store
"operated . . . under the service mark KMART."  To construe the
clause as reflecting an understanding and intention of the
parties to nullify and render surplusage the explicit references
to the Kmart service mark which immediately precede it is
nonsense.

According to Judge Hardin, the ambiguity appears to result from a
typographical error, a redundant and inadvertent "or" at the
beginning of the clause.  If the "or" is eliminated from the
clause, Judge Hardin says the clause and the parenthetical as a
whole make sense.

Considering both the specific language employed in the definition
of "Store(s)," the language used in the parenthetical and the
entire context of the Master Agreement, Judge Hardin finds it
perfectly clear as a matter of fact and law that the parties
contemplated and intended that the definition of "Store(s)" and
the grant of a license was understood and intended to be limited
to operation under the trade name "Kmart" or the other trade name
employing the mark "Kmart in whole or in part" as Kmart might
designate.

"This conclusion is in accord with Michigan law," Judge Hardin
says.

            Termination is a Consequence of Conversion

Judge Hardin also points out that the relevant Termination
provision of the Master Agreement provides for termination "with
respect to any Store(s) with a Footwear Department which ceases
to operate and be open for business to the public. . . ."
Therefore, the conversion of a Kmart Store to a Sears Essentials
store does, indeed, constitute a Termination event under the
literal language of this provision.

"When each of the thirty Kmart stores in question closes its
doors on a given day and reopens a day or two later as a Sears
Essentials store, the Kmart Store will have 'cease[d] to operate
and be open for business to the public;' that particular store
will no longer be a Kmart Store with respect to which Footstar is
granted a license to operate a Footwear Department under the
Master Agreement," Judge Hardin explains.

This conclusion, according to Judge Hardin, is not the "exercise
[of] a termination provision that does not exist."  Termination
upon the conversion is a consequence that necessarily follows
from a termination provision, which does exist, as provided in
the Master Agreement.

            Footstar Wants Ruling Stayed Pending Appeal

Pursuant to Rules 8001(b) and 8005 of the Federal Rules of
Bankruptcy Procedures, Footstar, Inc., asks the Bankruptcy Court
to stay enforcement of Judge Hardin's ruling pending the outcome
of an appeal to the U.S. District Court for the Southern District
of New York.

Paul M. Basta, Esq., at Weil, Gotshal, & Manges LLP, in New York,
asserts that there are numerous grounds on which Judge Hardin's
Decision should be reversed.  These grounds, coupled with the
severe and irreversible harm facing Footstar upon enforcement of
any order implementing the Decision, heavily favor the entry of a
Stay Order.

Mr. Basta contends that the Decision negatively impacts the value
of Footstar, Inc.'s business and results in the loss of customers
and goodwill.  The negative consequences will irreparably harm
Footstar absent a stay.

The impact of a stay on Kmart is not severe.  Mr. Basta points
out that Kmart has proceeded with its grand openings of Sears
Essentials with the Footstar footwear departments in place.  If
the Bankruptcy Court issues a stay, the District Court will be
able to review the case while Kmart proceeds as planned.

Footstar believes that there is a substantial possibility the
District Court will disagree with the Bankruptcy Court's view
that it can declare the properly spelled and grammatically
correct word "or" a typo in two clauses of the Master Agreement
and thereby change its meaning to render Kmart free to simply
change the name of a store and, on that basis, evict Footstar
from footwear departments.

Mr. Basta asserts that the effect of deleting "or" is a sea
change from the plain meaning of the Agreement as written and
signed that no court can impose a rewrite of that plain language
based on inferences.  While the Bankruptcy Court views the
explicit references to the KMART service mark as "surplusage,"
Footstar maintains that many lawyers would consider them
carefully inclusive drafting.

Moreover, Mr. Basta argues that the provision is not the grant of
a license, it is the promise to grant a license when Kmart starts
operating stores under new service marks.  The Bankruptcy Court's
interpretation precludes this perfectly plausible and sensible
interpretation of the Master Agreement in favor of one that
creates a forfeiture by deleting the word "or".

Additionally, Footstar submits the District Court will determine
that the Decision should have concluded that Kmart's use of the
KMART + SEARS = SEARS ESSENTIALS signage permanently incorporates
the KMART service mark into the SEARS ESSENTIALS service mark by
incorporating the goodwill of the KMART service mark regardless
of Kmart's assertion that it will discontinue the signage later.
The use of the signage to date renders Sears Essentials equal to
Kmart today and after.  The District Court may well assign error
in connection with the Decision's factual resolutions that Kmart
did not prove.

The Official Committee of Equity Holders and the Official
Committee of Unsecured Creditors appointed in Footstar's
bankruptcy cases support the request.

                         Kmart Objects

Kmart asks Judge Hardin to deny Footstar's request.  Amy R. Wolf,
Esq., at Wachtell, Lipton, Rosen & Katz, in New York, asserts
that Footstar failed to meet its burden for these reasons:

   (a) for all the reasons stated in the Decision, Footstar is
       entirely unlikely to prevail on appeal;

   (b) Footstar has not shown that it will suffer irreparable
       harm if a stay is denied or that Kmart and Sears will not
       be substantially harmed by a stay; and

   (c) Footstar has not shown that the public interest weighs in
       favor of a stay.

According to Ms. Wolf, without presenting a shred of evidence to
support its request for a stay, Footstar asserts that the
cessation of its operations in the Sears Essentials stores would
cause harm that could not be undone if it prevails on appeal.
Footstar merely argues, without evidence, that a stay that
permits it to remain in the Sears Essentials stores would not
substantially harm Kmart and Sears.  Footstar's assertion that a
stay would serve the public interest because it would preserve
Footstar jobs apparently assumes that the public has no interest
in the creation of Sears jobs and ignores the fact that, Footstar
is seeking to assume a purportedly "amended" Master Agreement
that would permit it to reduce store hours and employment.

Footstar's argument that the temporary use of the "Kmart" mark on
the signage intended for use in the Stores prior to their Grand
Opening as Sears Essentials means that the "Sears Essentials"
mark will permanently include the "Kmart" mark is no more likely
to succeed on appeal than its argument regarding the definition
of "Store."  There is no case supporting the notion that when a
company temporarily uses another company's signage to attract
customers, the company will "operate[] under" the other company's
mark forever as a matter of law.

Ms. Wolf tells the Bankruptcy Court that the fact that Kmart and
Sears have been forced by the exigencies of this litigation to
tolerate Footstar's presence in certain Sears Essentials stores
does not mean that its presence has not materially harmed Kmart
and Sears.  Footstar's continued presence in stores after they
have been converted to Sears Essentials has:

   (a) drastically complicated the store conversion process;

   (b) harmed Sears' goodwill for its brand-new Sears Essentials
       stores;

   (c) created logistical headaches for store managers and
       management throughout Kmart and Sears; and

   (d) deprived Sears of the productive use of 3000 square feet
       of selling space.

"It is astounding that Footstar would characterize the issuance
of a stay as allowing the District Court to review the case
'while Kmart proceeds as planned,'" Ms. Wolf says.

"There is nothing about having Footstar in the Sears Essentials
stores that is what Kmart or Sears 'planned' for these stores."

Footstar has presented no evidence that remaining in the Sears
Essentials stores would facilitate its reorganization.
Considering the disconnect between Footstar's brands and the
average Sears Essentials customer, it is equally possible, if not
probable, that operating in the Sears Essentials stores will harm
Footstar's overall business.

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


FOOTSTAR: Wants to Depose Two Former Kmart Employees
----------------------------------------------------
Anthony J. Albanese, Esq., Weil, Gotshal & Manges LLP, in New
York, relates that in connection with the Assumption Litigation,
Footstar, Inc., and Kmart Corporation have taken discovery,
including numerous depositions.  On May 11, 2005, just days
before the completion of depositions, Kmart disclosed two former
employees, Paul Hueber and Ian Scott, as having "discoverable
information on staffing/coverage issues that Kmart may use to
support its positions at trial."  Kmart also informed Footstar
that Messrs. Hueber and Scott currently work and reside in China.
Notably, Kmart disclosed Messrs. Hueber and Scott as potential
witnesses just days after they completed a weeklong visit to the
United States.

According to Mr. Albanese, when Kmart disclosed Messrs. Hueber
and Scott, Footstar immediately requested to take their
depositions in person.  Given the distance between New York and
China, Footstar offered to take the depositions at any location
convenient to the witnesses, including China.  Footstar also
suggested that other parties be given the option to participate
telephonically to avoid imposing additional costs on any other
party.

Kmart refused to allow Footstar to take the depositions of
Messrs. Hueber and Scott in person at this time, and refused to
accept service of subpoenas for the depositions.  Kmart declared
that Footstar could take the depositions of Messrs. Hueber and
Scott either by telephone at this time or in person if it waited
until the eve of trial.  Thereafter, Kmart told Footstar that
depositions are not permitted in China, even by telephone, and
thus Footstar would have to wait until the eve of trial to depose
Kmart's newly disclosed witnesses.  Thus, Kmart has unilaterally
refused to allow the witnesses' depositions to be procured before
the eve of trial -- even though Footstar has agreed to travel to
the witnesses.

Mr. Albanese asserts that it is extremely prejudicial for
Footstar to be forced to wait until the eve of trial to take the
depositions of Messrs. Hueber and Scott.  Footstar is unaware of
the testimony Kmart seeks from these witnesses.

This lack of knowledge could have a severe impact on Footstar's
ability to effectively lay out its arguments in its pre-trial
submissions, which are due prior to the time proposed by Kmart
for these two depositions, Mr. Albanese explains.  Additionally,
Footstar may determine that it wants to call additional witnesses
to rebut the testimony of Messrs. Hueber and Scott, which will be
virtually impossible if these depositions occur on the eve of
trial.

Mr. Albanese tells Judge Adlai Hardin of the U.S. Bankruptcy
Court for the Southern District of New York that Messrs. Hueber
and Scott are not recently discovered witnesses.  They have been
referenced numerous times by other deponents in Footstar's case.

Furthermore, based on the testimony to date, it appears that
Messrs. Hueber and Scott may have relevant testimony on issues in
this litigation.  Mr. Albanese informs the Court that Mr. Hueber
was a senior level manger at Kmart overseeing store operations,
and there has been testimony that he was a key Kmart
representative with respect to certain matters at issue in
Footstar's case.  In fact, Kmart deems both witnesses significant
enough to warrant flying them from China to New York to appear at
trial.

In this regard, Footstar asks for a protective order:

   -- compelling Kmart to produce the witnesses immediately for
      an in person deposition; or

   -- prohibiting Kmart from introducing their testimony at
      trial.

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


GE-RAY FABRICS: Employs Avrom R. Vann as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Ge-Ray Fabrics, Inc., to employ Avrom R. Vann, Esq.,
and his firm, Avrom R. Vann P.C. as bankruptcy counsel.

Mr. Vann's services include, but are not limited to:

    (1) providing legal advice with respect to the Debtor's
        duties, responsibilities, and powers;

    (2) assisting the Debtor in its investigation of its acts,
        conduct, assets, liabilities and financial condition, and
        as appropriate or warranted, any principals, affiliates
        and insiders;

    (3) providing legal advise with respect to the formulation of
        a plan of reorganization, preparing, filing and processing
        of:

        (a) any and all disclosure statements and plans of
            reorganization or liquidation proposed and any
            negotiations relating thereto;

        (b) prosecution of claims against various third parties;
            and

        (c) any other matters relevant to the chapter 11 case.

    (4) assisting and advising the Debtor relative to the
        administration of its chapter 11 case;

    (5) attending meetings and negotiating with the
        representatives of the creditors, and any plan proponents
        or objectors;

    (6) assisting the Debtor in the review, analysis, and
        negotiation of any financing, funding, lock-up or other
        agreements warranting analysis, review of input of Vann to
        the Debtor;

    (7) assisting in assessing and resolving any dispute claims
        which may be interposed against the Debtor's estate;

    (8) taking any and all necessary action to protect and
        preserve the Debtor's business and finances;

    (9) preparing all necessary reports to the Court and the
        United States Trustee, assisting in the preparation of the
        monthly operating statements, preparing all motions,
        applications, answers, orders, reports and papers in
        support of the positions taken by the Debtor;

   (10) appearing as appropriate, before the Bankruptcy Court, the
        Appellate Courts, and the United States Trustee to protect
        the Debtor's interest; and

   (11) performing other legal services as may be required by the
        Debtor in the administration of its estate and the conduct
        and operation of its business.

Mr. Vann will bill $350 per hour for his services.  His associate
attorneys bill $175 per hour.  His paralegal charges $50 per hour.

Mr. Vann assures the Court that he and his firm are disinterested
as defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Manhattan, Ge-Ray Fabrics, Inc. --
http://www.geray.com/-- supplies circular knitted fabrics to the
apparel industry.  The fabrics include cottons and synthetics,
with and without spandex, and range from basic jersey to high
fashion knits.  Lustar Dyeing & Finishing, Inc., its subsidiary,
is a dyeing & finishing processing plant for textile fabrics.
The Debtors filed for chapter 11 on April 4, 2005, (Bankr.
S.D.N.Y. Case Nos. 05-12201 & 05-12207).  When they filed for
bankruptcy, the Debtors reported assets and debts totaling between
$10 million to $50 million.


GINGISS GROUP: Fox Rothschild Approved as Ch. 7 Trustee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Alfred
T. Giuliano, the Chapter 7 Trustee overseeing the liquidation of
The Gingiss Group, Inc., and its debtor-affiliates, permission to
employ Fox Rothschild LLP as his counsel.

The Court converted the Debtors' chapter 11 cases to a chapter 7
liquidation proceeding on March 30, 2005.  Mr. Giuliano was
appointed Chapter 7 Trustee on March 31, 2005.

Fox Rothschild will:

   a) provide legal advice to Mr. Giuliano with respect
      to his powers and duties as a Chapter 7 Trustee in the
      Debtors' chapter 7 cases;

   b) prepare on behalf of the Mr. Giuliano all necessary
      applications, motions, answers, orders, reports and other
      legal papers in the Debtors' chapter 7 cases;

   c) analyze the Debtors' financial condition to determine the
      best course of action to follow in order to achieve the best
      possible outcome for the Debtors' estates and their
      creditors;

   d) appear in Bankruptcy Court to protect the interests of the
      Chapter 7 Trustee, the Debtors' estates and their creditors;
      and

   e) perform all other legal services for Mr. Giuliano that may
      be necessary and proper in the Debtors' chapter 7
      liquidation proceedings.

Michael G. Menkowitz, Esq., a Partner at Fox Rothschild, is one of
the lead attorneys for Mr. Giuliano.  Mr. Menkowitz charges $390
per hour for his services.

Mr. Menkowitz reports Fox Rothschild's professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Magdalena Schardt      Associate         $320
    Mark G. McCreary       Associate         $275
    Michele M. Padersky    Associate         $205
    Joseph DiStanislao     Paralegal         $155

Fox Rothschild assures the Court that it does not represent any
interest materially adverse to the Chapter 7 Trustee, the Debtors
or their estates.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to a chapter 7 liquidation proceeding on
March 30, 2005.  The Court also appointed Alfred T. Giuliano as
the Debtors' Chapter 7 Trustee.


GINGISS GROUP: Ch. 7 Trustee Taps Giuliano Miller as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Alfred
T. Giuliano, the Chapter 7 Trustee overseeing the liquidation
proceedings of The Gingiss Group, Inc., and its debtor-affiliates,
permission to employ Giuliano Miller & Company LLC as his
accountants.

Giuliano Miller will:

   a) provide general accounting and tax advisory services to the
      Mr. Giuliano regarding the administration of the Debtors'
      bankruptcy estate;

   b) review and assist in the preparation and filing of any tax
      returns, in existing and future IRS examinations and any and
      all other tax assistance as may be requested from time to
      time by Mr. Giuliano;

   c) interpret and analyze financial materials, including
      accounting, tax, statistical, financial and economic data
      regarding the Debtors and other relevant parties, and
      analyze the Debtors' books and records regarding potential
      avoidance actions;

   d) analyze and advise Mr. Giuliano regarding additional
      accounting, financial, valuation and related issues that may
      arise in the course of the Debtors' chapter 7 proceedings;

   e) assist Mr. Giuliano attorneys in the preparation and
      evaluation of any potential litigation and provide testimony
      on various matters, as requested; and

   f) perform all other services for Mr. Giuliano which are
      appropriate and proper in the Debtors' chapter 7 cases.

The hourly rates of Giuliano Miller's professionals performing
services to Mr. Giuliano are:

      Designation              Hourly Rate
      ------------             -----------
      Managing Member             $315
      Consultants/Managers     $215 - $240
      Associates               $125 - $165
      Administrative Staff         $85

Giuliano Miller assures the Court that it does not represent any
interest materially adverse to the Chapter 7 Trustee, the Debtors
or their estates.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to a chapter 7 liquidation proceeding on
March 30, 2005.  The Court also appointed Alfred T. Giuliano as
the Debtors' Chapter 7 Trustee.


GMAC: Fitch Affirms CMBS Transactions Despite GM's Downgrade
------------------------------------------------------------
Fitch Ratings affirms 91 U.S. CMBS transactions for which GMAC
Commercial Mortgage is the master servicer.  The recent downgrade
of General Motors' and GMAC's corporate ratings to 'BB+' from
'BBB-' does not adversely affect the ratings of the transactions,
nor is the potential divesture of GMACCM Holdings from GMAC
expected to affect the ratings.

Fitch today also affirmed the master servicer ratings of GMACCM at
'CMS2+'.  For more information, see the separate press release,
'Fitch Affirms GMACCM'S US CMBS Servicer Ratings', which is
available on the Fitch Ratings web site at
http://www.fitchratings.com/

These transactions master serviced by GMACCM are affirmed by
Fitch:

       -- 277 Park Avenue Finance Corp., Series 1997-C1;
       -- Aetna Comm'l Mtg Trust 1995-C5;
       -- American Southwest 1993-2;
       -- Asset Securitization 1995-MDIV;
       -- Asset Securitization 1996 MD VI;
       -- Asset Securitization 1996-D3;
       -- Asset Securitization 1997-D4;
       -- BACM 2001-1;
       -- CAPCO 1998-D7;
       -- CDC 2002-FX1;
       -- Chase CMSC 1996-1;
       -- Chase CMSC 1996-2;
       -- Chase CMSC 1997-2;
       -- Chase CMSC 1998-2;
       -- Chase CMSC 2000-FL1;
       -- Chase-First Union 1999-1;
       -- Citigroup Commercial Mortgage Securities Inc. 2005-EMG;
       -- COMM 2001-FL5;
       -- COMM 2004-LNB2;
       -- Commercial Trust I, Series 1993-K-A;
       -- CSFB 1995-M1;
       -- CSFB 2000-C1;
       -- CSFB 2001-SPG1;
       -- CSFB 2005-C1;
       -- CSFB/First Union 1995-MF1;
       -- DLJ 1996-CF1;
       -- DLJ 1997-CF1;
       -- Freehold Raceway Mall Trust;
       -- GFCM LLC 2003-1;
       -- GGP Malls Properties Trust 2001-GGP1;
       -- GMAC 2002-FL1;
       -- GMAC 1997-C1;
       -- GMAC 1998-C1;
       -- GMAC 1998-C2;
       -- GMAC 1999-C1;
       -- GMAC 1999-C2;
       -- GMAC 1999-C3;
       -- GMAC 2000-C1;
       -- GMAC 2000-C2;
       -- GMAC 2000-C3;
       -- GMAC 2000-FL-A;
       -- GMAC 2000-FL-F;
       -- GMAC 2001-C1;
       -- GMAC 2001-C2;
       -- GMAC 2002-C3;
       -- GMAC 2003-C2;
       -- GMACCM 2004-C3;
       -- GS Mortgage Sec Corp II 1997-GL I;
       -- GS Mortgage Sec Corp II 2001-GL III;
       -- GSMS 2005-GSFL VII;
       -- GSMSC II 2003-C1;
       -- Istar 2003-1;
       -- J.P. Morgan Chase 2001-A;
       -- JP Morgan Chase 2001-CIBC1;
       -- JPMC 2004-C1;
       -- JPMC 2004-CIBC9;
       -- LB 1998-C1;
       -- LTC Commercial 1996-1;
       -- Madison Square 2004-1;
       -- Merrill Lynch 1995-C1;
       -- Merrill Lynch 1995-C2;
       -- Merrill Lynch 1995-C3;
       -- Merrill Lynch 1996-C1;
       -- Merrill Lynch 1997-C1;
       -- Merrill Lynch 1998-C1-CTL;
       -- Morgan Stanley 1996-C1;
       -- Morgan Stanley 1997-C1;
       -- Morgan Stanley 1997-HF1;
       -- Morgan Stanley 1997-XL1;
       -- Morgan Stanley 1998-HF1;
       -- Morgan Stanley 1999-FNV1;
       -- Morgan Stanley 1999-RM-1;
       -- Morgan Stanley 2001-PPM;
       -- Morgan Stanley 2003-IQ4;
       -- Morgan Stanley DW 2001-IQ;
       -- Mortgage Capital Funding 1996-MC1;
       -- Mortgage Capital Funding 1996-MC2;
       -- Mortgage Capital Funding 1998-MC1;
       -- MSCI 2003-IQ5;
       -- NationsLink Funding Corp. 1996-1;
       -- Nomura Asset Sec. Corp. 1994-MD I;
       -- Nomura Asset Sec. Corp. 1996-MD V;
       -- Nomura Asset Sec. Corp. 1998-D6;
       -- Nomura Hotel Mtg Trust 1993-1;
       -- PaineWebber 1996-M1;
       -- Salomon Brothers 1999-C1;
       -- SASCO, Series 1995-C4;
       -- SASCO, Series 1997-LL1;
       -- SDG Macerich Properties, L.P. Mortgage Notes 2000-1;
       -- SL, Series 1997-C1;
       -- TIAA CMBS I Trust 2001-C1.


GMAC AUTO: Fitch Says GM's Downgrade Won't Affect ABS Transactions
------------------------------------------------------------------
Fitch affirms the ratings of the GMAC's retail auto loan, lease
and dealer floorplan asset backed securities.  While Fitch
downgraded the corporate ratings of General Motors and GMAC to
'BB+' from 'BBB-' on May 24, 2005, it is not anticipated that
these changes will have a material effect on the performance of
GMAC's auto related ABS in the near term.

This affirmation affects approximately $10 billion of Fitch rated
retail auto loan transactions issued through various Capital Auto
Receivables Auto Trusts, approximately $9 billion of Fitch rated
dealer floorplan ABS issued through various Superior Wholesale
Inventory Finance Trusts and a $1.9 billion Fitch rated retail
lease transaction issued in April 2005.  Affected securities are
listed at the end of this release.

While financial pressures have increased for both GM and GMAC, the
ABS affirmations are based on the high quality of the underlying
receivables, available credit enhancement, the transactions' legal
and cash flow structures, GMAC's servicing capabilities and
collateral performance trends in each of GMAC's auto loan and
lease portfolios.  The corporate downgrades reflect the continuing
decline in GM's North American sales of key mid-size and large SUV
products, increasing product and price competition in the large
pickup market, and the impact of these two segments on
consolidated profitability.

Fitch's Corporate Groupbelieves that declining volumes and
profitability, paired with lack of tangible progress in attacking
manufacturing and legacy costs will result in negative cash flow
through at least 2006.  The lowering of GMAC's long- and short-
term ratings reflect the strong linkages between GM and GMAC.  GM
and GMAC's ratings remain on Outlook Negative.

As non-investment grade entities, GM and GMAC will likely
experience additional financial and operational pressures that may
influence future collateral performance.  Fitch recognizes the
link between seller/servicer financial and operational condition
and the collateral performance of ABS and treats it as a risk
factor when evaluating credit enhancement and assigning ratings.
Key risk factors in retail auto loan and lease ABS differ from
corporate risk factors and primarily center on consumer credit
risk, residual value risk and wholesale market conditions.  Dealer
floorplan transactions, however, are more exposed to the risks
that resulted in negative credit migration at the corporate level
most notably declining vehicle sales and net pricing.

For loan and lease backed transactions, the near- to mid-term
effect on collateral performance is considered to be well within
the scenarios contemplated in assigning ratings, particularly
given the strong credit quality and low level of defaults, losses
and performance volatility.  Longer term, a significant
deterioration in servicing quality or a rapid, severe decline in
wholesale values and a corresponding increase in loss severity,
while also considered in the initial rating process, are more
difficult to quantify and are being monitored closely.

Financial and operational pressures will likely influence GMAC's
dealer floorplan transactions more visibly given the dealer,
manufacturer and finance company relationship.  Performance of
dealer floorplan transactions is dependent, to a certain degree,
on the ability and willingness of GM to support vehicle sales and
its dealer network through incentives and financing.  Decreased
sales are contemplated through structural enhancements, like early
amortization events tied to dealer repayment rates and a reserve
step up mechanism.  Payment rates are influenced by consumer
demand for GM vehicles since dealers typically repay a loan upon
sale of the financed vehicle.  As sales have slowed, SWIFT payment
rates have been affected and are being closely monitored.

GMAC's SWIFT dealer floorplan transactions have exhibited strong
performance over the past several years.  Losses have been very
low and dealers are near historical peaks in terms of financial
strength.  Fitch is comfortable that conservative stress scenarios
and credit enhancement considered at the time the transactions
were rated continue to adequately protect investors at the
corresponding rating levels.

Fitch's Structured Finance teams will continue to work closely
with both the Corporate and Financial Institutions analysts to
monitor the status of developments at the corporate level and to
consider how ABS performance is influenced by these developments.

Fitch affirms the current ratings assigned to all the securities
listed below:

   Retail Auto Loan ABS:

   Capital Auto Receivables Asset Trusts:

   Series 2002-2

         Class A-4 notes 'AAA';
         Certificates 'AAA'.

   Series 2002-3

         Class A-3 notes 'AAA';
         Class A-4 notes 'AAA';
         Certificates 'AA+'.

   Series 2002-4

         Class A-4 notes 'AAA';
         Certificates 'AA+'.

   Series 2002-5

         Class A-4 notes 'AAA';
         Certificates 'AA+'.

   Series 2003-1

         Class A3-A notes 'AAA';
         Class A3-B notes 'AAA';
         Class A4-A notes 'AAA';
         Class A4-B notes 'AAA';
         Certificates 'A'.

   Series 2003-2

         Class A3-A notes 'AAA';
         Class A3-B notes 'AAA';
         Class A4-A notes 'AAA';
         Class A4-B notes 'AAA';
         Certificates 'AA-'.

   Series 2003-3

         Class A-1A notes 'AAA';
         Class A-1B notes 'AAA';
         Class A-2A notes 'AAA';
         Class A2-B notes 'AAA';
         Class A3-A notes 'AAA';
         Class A3-B notes 'AAA';
         Class A4-A notes 'AAA';
         Class A4-B notes 'AAA';
         Class B-1 certificates 'A';
         Class B-2 certificates 'A'.

   Series 2004-1

         Class A-2 notes 'AAA';
         Class A-3 notes 'AAA';
         Class A-4 notes 'AAA';
         Certificates 'A+'.

   Series 2004-2

         Class A-1A notes 'AAA';
         Class A-1B notes 'AAA';
         Class A-2 notes 'AAA';
         Class A-3 notes 'AAA';
         Class A-4 notes 'AAA';
         Class B notes 'A+';
         Class C notes 'BBB+';
         Class D notes 'BB+'.

   Retail Auto Lease ABS:

   Capital Auto Receivables Asset Trust

   Series 2005-SN1

         Class A-1 notes 'F1+';
         Class A-2A notes 'AAA';
         Class A-2B notes 'AAA';
         Class A-3A notes 'AAA';
         Class A-3B notes 'AAA';
         Class A-4 notes 'AAA';
         Class B-1 notes 'A';
         Class B-2 notes 'A';
         Class C notes 'BBB'.

   Dealer Floorplan ABS:

   Superior Wholesale Inventory Finance Trust VIII

         2003-A Term Notes 'AAA';
         2003-A Certificates 'A+';
         2004-A Term Notes 'AAA'.

   SWIFT IX

         2004-A Term Notes 'AAA';
         2004-A Certificates 'A+'.

   SWIFT X

         2004-A Class A Term Notes 'AAA'
         2004-A Class B Term Notes 'A'
         2004-A Class C Term Notes 'BBB'

   SWIFT XI

         2005-A Class A Term Notes 'AAA'
         2005-A Class B Term Notes 'A'
         2005-A Class C Term Notes 'BBB+'
         2005-A Class D Term Notes 'BB+'.


GMAC COMMERCIAL: Fitch Downgrades Corporate Credit Rating to BB+
----------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage's 'CMS2+' U.S.
master servicer rating and 'CPS2+' primary servicer rating.  The
master servicer rating reflects GMACCM's proven ability to
effectively monitor and report commercial mortgage-backed
securities transactions as well as oversee primary servicers and
provide data to market participants.  The primary servicer rating
reflects continued enhancements made to the primary servicing
processes and technological improvements that contribute to
improved work flows and data management.

On May 24, 2005, Fitch downgraded General Motors' and GMAC's
corporate ratings to 'BB+' from 'BBB-'.  Also, it has been
announced that the division that includes servicing, GMACCM
Holdings, may be partially divested from GMAC.  This
notwithstanding, based on conversations with senior management of
GMACCM, Fitch believes the recent ratings action on GMAC and the
potential divesture should not affect GMACCM's day-to-day
operations, including advancing obligations.  The servicing
divisions have sufficient liquidity and access to capital to fund
their operations and maintain the quality of service that supports
the rating affirmation.  Fitch will continue to closely monitor
any effect the downgrade or potential divestiture may have on the
servicer ratings.

As of April 30, 2005, GMACCM was either primary or master servicer
on 304 CMBS transactions, totaling $102 Billion.  As master
servicer, GMACCM oversees 58 primary servicers with a balance of
$16 Billion.

For more information about Fitch's commercial mortgage servicer
ratings or rating criteria, refer to the report titled 'Commercial
Mortgage Servicer Rating Criteria,' dated April 11, 2002, and
available on the Fitch Ratings web site at
http://www.fitchratings.com/


GRUPPO COVARRA SA: Section 304 Petition Summary
-----------------------------------------------
Petitioner: Lic. Miguel Arroyo Ramirez
            Liquidator and
            Foreign Representative

Debtor: Gruppo Covarra S.A. de C.V.
        Kim 0,5 Caretera Cuernavaca-Cuautla
        Col. Flores Magon C.P. 62370
        Cuernavaca, Morelos, Mexico

Case No.: 05-13925

Type of Business: The Debtor designs, manufactures, sells,
                  distributes, imports and exports men's clothing.
                  Gruppo Covarra has four subsidiaries, namely,
                  Fabrica de Casimires Rivetex S.A. de C.V.,
                  Confitalia, S.A. de C.V., Foderami Covarra S.A.
                  de C.V., and Adoc S.A. de C.V.  Rivetex produced
                  fabric, Foderami produced lining material,
                  Confitalia manufactured the products, and Adoc
                  provided administrative services.

Section 304 Petition Date: May 27, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Petitioner's Counsel: Lynn P. Harrison, III, Esq.
                      Curtis, Mallet-Prevost, Colt & Mosle, LLP
                      101 Park Avenue
                      New York, New York 10178-0061
                      Tel: (212) 696-6028
                      Fax: (212) 697-1559

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million


HEALTHGATE DATA: Deregisters Stock & Suspends SEC Reporting
-----------------------------------------------------------
HealthGate Data Corp. filed a Form 15 with the Securities and
Exchange Commission to deregister its common stock and suspend its
reporting obligations under the Securities and Exchange Act of
1934.  The Company expects that the deregistration will become
effective within 90 days of its filing with the SEC.

Upon filing of the Form 15, the Company's obligation to file with
the SEC certain reports and forms, including Forms 10-K, 10-Q and
8-K, will immediately be suspended.  In addition, the common stock
of HealthGate Data Corp. will no longer be eligible for quotation
on the OTC Bulletin Board.  The Company anticipates that its
common stock will be quoted on the Pink Sheets following the
Form 15 filing and subsequent delisting from OTC Bulletin Board,
to the extent market makers commit to make a market in its shares.
However, the Company can provide no assurance that trading in its
common stock will continue.

"After careful consideration, the Company took this action because
the disadvantages to our shareholders of continuing as a public
Company far outnumber the advantages to them," Bill Reece,
HealthGate's President and CEO said.

Mr. Reece stated that the board of directors considered a number
of factors in making this decision, including:

    (1) the dramatically increased costs, both direct and
        indirect, associated with the preparation and filing of
        the Company's periodic reports with the SEC;

    (2) the expected substantial increase in costs associated with
        being a public company in light of regulations promulgated
        as a result of the Sarbanes-Oxley Act of 2002;

    (3) the Company has fewer than 300 registered stockholders;
        and

    (4) the lack of analyst coverage and minimal liquidity for the
        Company's common stock.

Mr. Reece said, "Given the Company's size, the cost of maintaining
its public status is considerable, and involves substantial
expenses and considerable management time.  For a company our
size, the additional costs cannot be justified.  We believe the
Company and its shareholders are better served in the long run if
the Company's management focuses its attention and resources on
implementing the Company's business plan and building long term
value.  The Company intends to update its shareholders with
financial information on an annual basis."

                        About the Company

HealthGate Data Corp. is a provider of evidence-based support
tools, applications, and healthcare content that helps healthcare
providers and payors improve quality of care, reduce variability
of care, reduce costs, and reduce risk and liability.
HealthGate's evidence-based clinical guidelines are backed by
rigorous and independent medical review supported through its
affiliations with academic medical facilities including Duke
University Medical Center, Vanderbilt University Medical Center,
Emory University School of Medicine, and Oregon Health and Science
University.  More information on HealthGate can be found at
http://www.healthgate.com/

At Mar. 31, 2005, HealthGate Data Corp.'s balance sheet showed a
$481,123 stockholders' deficit, compared to a $213,529 positive
equity at Dec. 31, 2004.


HEALTHGATE DATA: Auditors Express Going Concern Doubt
-----------------------------------------------------
At March 31, 2005, HealthGate Data Corp. had approximately
$1,540,000 of cash and cash equivalents and approximately $838,000
of negative working capital, including approximately $2,159,000 of
deferred revenue.  The Company has incurred substantial losses and
negative cash flows from operations in every fiscal year since
inception.  In the three months ended March 31, 2004 and 2005, the
Company incurred net losses of approximately $161,000, and
$704,000, respectively, and negative cash flows from operations of
approximately $921,000, and $350,000, respectively.  Additionally,
as of March 31, 2005, the Company had an accumulated deficit of
approximately $100,577,000.  In connection with its audit for the
year ended December 31, 2004, HealthGate received a report from
PricewaterhouseCoopers LLP in Boston, Massachusetts -- its then
independent registered public accounting firm -- containing an
explanatory paragraph stating that the Company's historical losses
and negative cash flows from operations raise substantial doubt
about HealthGate's ability to continue as a going concern.

                        About the Company

HealthGate Data Corp. is a provider of evidence-based support
tools, applications, and healthcare content that helps healthcare
providers and payors improve quality of care, reduce variability
of care, reduce costs, and reduce risk and liability.
HealthGate's evidence-based clinical guidelines are backed by
rigorous and independent medical review supported through its
affiliations with academic medical facilities including Duke
University Medical Center, Vanderbilt University Medical Center,
Emory University School of Medicine, and Oregon Health and Science
University.  More information on HealthGate can be found at
http://www.healthgate.com/

At Mar. 31, 2005, HealthGate Data Corp.'s balance sheet showed a
$481,123 stockholders' deficit, compared to a $213,529 positive
equity at Dec. 31, 2004.


J/Z CBO: Fitch Upgrades $19.4 Mil. Class C Fixed-Rate Notes to B-
-----------------------------------------------------------------
Fitch Ratings has upgraded three classes of notes issued by J/Z
CBO (Delaware), LLC.  These rating actions are effective
immediately:

     -- $65,213,726 class A floating-rate notes upgraded to 'AAA'
        from 'AA';

     -- $21,775,000 class B fixed-rate notes upgraded to 'BBB-'
        from 'BB' and removed from 'Rating Watch Negative';

     -- $19,400,000 class C fixed-rate notes upgraded to 'B-'
        from 'CCC';

     -- $19,400,000 class D fixed-rate notes remain at 'C'.

J/Z CBO, which closed on May 16, 2000, is a collateralized bond
obligation managed by Babson Capital Management LLC, which is
currently rated 'CAM 2' by Fitch.  J/Z CBO is composed primarily
of high yield bonds with a small allocation of mezzanine debt.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates relative to the
minimum cumulative default rates for the rated liabilities.

Since the previous review on May 3, 2004, J/Z CBO has shown
noticeable improvement.  The class A notes have amortized to
$65,213,726 from $105,213,726, representing 60.1% of the original
note balance.  In addition, several defaulted mezzanine debt
securities received recoveries higher than anticipated at the time
of the previous review.  The class A amortization and strong
recoveries are evident in the class A overcollateralization test,
which has improved to 202.2% from 129.3%, versus a trigger of
183%, as of the April 11, 2005, trustee report.  Since the
previous review, defaulted assets have declined to 17.7% from
33.9% of the total collateral and eligible investments, and assets
rated 'CCC+' or lower have declined to 20.9% from 49.6%, excluding
defaults.  Also, the market value OC test, which ensures market
value collateral coverage to the class A notes, is passing at
206.8% versus a trigger of 145%.

On the Nov. 30, 2003, payment date, J/Z CBO failed to pay its
class B current interest, resulting in an event of default.
Subsequent amendments to the legal documents allowed the
forbearance of the event of default, and allowed for the deferral
of class B notes interest without triggering a future event of
default.  Currently, class B deferred interest totals
approximately $1.1 million.  Fitch expects the class B investors
to receive the ultimate payment of interest and principal under
'BBB-' stress scenarios by the legal final maturity date.  The
classes C and D notes have deferred interest totaling $5.4 million
and $8.2 million, respectively, and it is expected that the
classes C and class D notes will continue to defer interest at
rates of 10.09% and 14.59%.

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


JACUZZI BRANDS: Unclear Strategy Prompts S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Jacuzzi
Brands Inc. including its 'B+' corporate credit rating, on
CreditWatch with developing implications.

The action followed the West Palm Beach, Florida-based bath and
plumbing products company's announcements that it is selling its
Eljer Plumbingware business and a 70% ownership interest in its
Rexair subsidiary and retaining Lazard Freres & Co. LLC to
evaluate alternative strategies to create additional shareholder
value.

"The CreditWatch placement reflects our uncertainty about which
one of a range of strategies Jacuzzi's board may ultimately decide
to pursue," said Standard & Poor's credit analyst Lisa Wright.
"Jacuzzi's ratings could be lowered if it undertakes a large,
debt-financed acquisition, although we do not believe that this is
a likely strategy, or if the company is taken private in a
leveraged buyout transaction.  The corporate credit rating could
be raised by one notch if its consumer end markets do not weaken
further, manufacturing and foreign sourcing cost-reduction
initiatives continue to be implemented successfully, and the
company decides to hold excess transaction proceeds, after paying
down its term loan and revolving credit facility, in order to buy
back its bonds after the lock-out period ends in July 2007."

The debt issue rating could be raised if a portion of transaction
proceeds is used to repay all outstanding senior bank debt as
planned (thus improving the standing of the remaining debt in the
capital structure) or if the company is sold to a larger, better
capitalized industry player.

Standard & Poor's will resolve the CreditWatch once Jacuzzi's
board has reviewed Lazard's proposals and has committed to a
strategy, which is expected to occur during the next few months.


JILLIAN'S ENT: Wants Until Sept. 30 to Remove Civil Actions
-----------------------------------------------------------
Steven L. Victor, the Plan Administrator pursuant to Jillian's
Entertainment Holdings Inc.'s First Amended Joint Liquidation Plan
of Reorganization, asks the U.S. Bankruptcy Court for the Western
District of Kentucky, to extend his deadline to remove civil
actions to Sept. 30, 2005.

Mr. Victor's counsel, Mark A. Robinson, Esq., at Valenti Hanley &
Crooks, PLLC, in Louisville, Kentucky, informs the Court that the
Administrator have been actively evaluating potential Avoidance
Actions and objections to Claims.  Based upon the Administrator's
evaluation of potential Avoidance Actions, the Administrator is in
the process of delivering letters to around 123 individuals and
entities that are subject to being named as defendants in
Avoidance Actions.

The Demand Letters inform the Potential Defendants:

   (a) of the nature and amount of the claims against them; and

   (b) that the claims will be the subject of Avoidance Actions.

The Demand Letters also encourage a dialogue with the
Administrator whereby a consensual resolution can be reached in
order to avoid the time, expense and risk of litigation.

The Administrator believes that, if the Court will grant the
extension of time requested, he will be able to refrain from
filing many of the Avoidance Actions because the underlying claims
will be resolved through the process of negotiation without the
need for litigation.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $100 million.  Judge David T. Stosberg confirmed the Debtors'
Amended Joint Liquidating Plan on Dec. 12, 2004.


KB HOME: Fitch Rates $300 Million 6.25% Unsecured Notes at BB+
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to KB Home's (NYSE: KBH)
$300 million, 6.25% senior unsecured notes due June 15, 2015.  The
Rating Outlook is Positive.  Proceeds from the new debt issue will
be largely used to pay down bank debt and for other corporate
purposes.

The current ratings and Outlook reflect KB Home's solid,
consistent profit performance in recent years and the expectation
that the company's credit profile will continue to improve as it
executes its business model and embarks on a new period of growth.
The ratings also take into account KB Home's primary focus on
entry-level and first-step trade-up housing (the deepest segments
o4f the market), its conservative building practices, and
effective utilization of return on invested capital criteria as a
key element of its operating model.

Over recent years the company has improved its capital structure
and increased its geographic diversity and has better positioned
itself to withstand a meaningful housing downturn.  Fitch also has
taken note of KB Home's role as an active consolidator within the
industry. Risk factors also include the cyclical nature of the
homebuilding industry.  Fitch expects leverage (excluding
financial services) to remain comfortably within KB Home's stated
debt to capital target of 45-55%.

KB Home has expanded EBITDA margins over the past several years on
steady price increases, volume improvements and reductions in SG&A
expenses.  Also, KB Home has produced record levels of home
closings, orders and backlog as the housing cycle extended its
upward momentum.  KB Home realizes a significant portion of its
revenue from California, a region that has proved volatile in past
cycles.  But KB Home has reduced this exposure as it has
implemented its growth strategy and currently sources
approximately 16% of its current deliveries from California,
compared with 69% in fiscal 1995.

Over recent years KB Home shifted toward a presale strategy,
producing a higher backlog/delivery ratio and reducing the risk of
excess inventory and debt accumulation in the event of a slowdown
in new orders. The strategy has also served to enhance margins.
The company maintains a 4.4 year supply of lots (based on
deliveries management has projected for 2005), approximately 51%
of which are owned and the balance controlled through options.
Inventory turnover has been consistently at or above 1.4 times
during the past nine years.

Balance sheet liquidity has continued to improve as a result of
efforts to reduce long-dated inventories, quicken inventory turns
and improve returns on capital.  Progress in these areas has
allowed the company to accelerate deliveries without excessively
burdening the balance sheet.

As the housing cycle progresses, creditors should benefit from KB
Home's solid financial flexibility supported by cash and
equivalents of $113 million and $393.2 million available under its
$1 billion domestic unsecured credit facility (net of $170.9
million of letters of credit) as of Feb. 28, 2005.  In addition,
liquid, primarily pre-sold work-in-process and finished inventory
totaling $3.696 billion provides comfortable coverage for
construction debt.  Debt is well laddered and the current $1
billion revolving credit facility matures in October of 2007.

Management's share repurchase strategy has been aggressive at
times, but has not impaired the company's financial flexibility.
KB Home repurchased $81.9 million of stock in fiscal 1999, $169.2
million in 2000, $190.8 million in 2002, $108.3 million in fiscal
2003 and $66.1 million (1 million shares) in fiscal 2004.  No
stock was repurchased in the first quarter of 2005.  At the end of
February 2005, one million shares remained under the Board of
Directors' repurchase authorization.

Notwithstanding these repurchases, book equity has increased
$1,511.7 million since the end of 1999, while construction debt
grew $1,385.9 million.  KB Home has had a moderate dividend.  In
early December 2004 the board of directors sharply raised the
annual dividend from $0.50 per share to $0.75 per share (adjusted
for the recent 2 for 1 stock split) - a pay out of 9.5%, based on
forecast earnings for fiscal 2005.  However, the cash expenditures
on dividends represent only about $60 million, based on the
current share count.

KBH has lessened its dependence on the state of California, but it
is still the company's largest market in terms of investment.
Operations are dispersed within multiple markets in the north and
in the south.  During the 1990s the company entered various major
Western metropolitan markets, including Phoenix, Las Vegas,
Denver, Dallas, Austin and San Antonio, and has risen to a top 5
ranking in each market except Dallas (number 10 ranking).  In an
effort to further broaden and enhance its growth prospects it has
established operations (greenfield and by acquisition) in the
southeastern U.S., including various markets in Florida, Atlanta,
Georgia, North and South Carolina.  In recent quarters, the
company entered the Midwest (Chicago and Indianapolis) via
acquisitions.  Fitch recognizes the company as a consolidator in
the industry, but expects future acquisitions will be moderate in
size and largely funded through cash flow.


LARRY BJURLIN: Wants Serena W. Bjurlin to Make Full Disclosure
--------------------------------------------------------------
Larry A. Bjurlin asks the U.S. Bankruptcy Court for the District
of Arizona for permission to conduct an examination of Serena W.
Bjurlin, pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, at the offices of:

                 Hebert Schenk P.C.
                 4742 North 24th Street, Suite 100
                 Phoenix, Arizona 85016

at a date and time agreeable to the parties and to compel
production of these documents:

   1. a list of all household goods and furnishings, including
      audio, video, and computer equipment, including an
      identification of value;

   2. a list of all books, pictures, and other art objects,
      antiques, stamp, coin, record, tape, compact disc, and other
      collections or collectibles, including an identification of
      value;

   3. a list of all wearing apparel, including an
      identification of value;

   4. a list of all furs and jewelry, including an
      identification of value;

   5. a list of all firearms and sports, photographic, and
      other hobby equipment, including an identification of value;

   6. a list of all interests in insurance policies.  Name
      insurance company of each policy and itemize surrender or
      refund value of each; and

   7. a list of all other personal property otherwise owned by
      you, whether owned as sole and separate property or
      community property, including an identification of value.

The Debtor wants to question Ms. Bjurlin regarding the acts,
conduct, property, liabilities, loans, and financial condition of
the estate, and with regard to any other matter which may affect
administration of the estate and more specifically, so that the
Debtor can determine the status of the bankruptcy estate's assets
in which he has an interest.

Larry A. Bjurlin filed for chapter 11 protection on April 20, 2005
(Bankr. D. Ariz. Case No. 05-06793).  D. Lamar Hawkins, Esq., at
Hebert Schenk P.C., represents Mr. Bjurlin.  Mr. Bjurlin estimated
assets between $1 Million and $10 Million and liabilities between
$10 million and $50 million in his bankruptcy petition.


LEAP WIRELESS: Lenders Waive Credit Pact Defaults Until June 15
---------------------------------------------------------------
Leap Wireless International, Inc., is unable to file its Quarterly
Report for the fiscal quarter ended March 31, 2005, in a timely
manner due to a review in the Company's lease-related accounting
practices, including its switch and cell-site retirement and
remediation obligations.  In light of a letter from the staff of
the Office of the Chief Accountant of the Commission to the
American Institute of Certified Public Accountants, dated Feb. 7,
2005.

Although the Company worked diligently on such review, the review
process took a considerable amount of time because the Company has
more than 2,500 leases, many of which were amended during the
course of the Company's now completed bankruptcy proceedings,
further complicating and extending the review process.  As a
result of this review, and in connection with preparing for its
annual audit, the Company identified accounting errors in its
unaudited interim financial statements included in the Company's
Quarterly Report for the three months ended September 30, 2004.

The Company's management and Audit Committee concluded that the
Company's unaudited interim financial statements for the one and
seven month periods ended July 31, 2004, and the two month period
ended September 30, 2004 included in the Third Quarter Report
should be restated to correct these accounting errors.

The Company finalized its financial statements for the period
ending Dec. 31, 2004, and filed its 2004 Financial Report on
May 16, 2005, and plans to file its amended Third Quarter
Financial Report.  Promptly following the filing of these two
periodic reports, the Company's accounting and financial reporting
staff will focus on finalizing the Company's financial statements
to be included in the First Quarter Report.  The Company currently
estimates that the First Quarter Report will be filed no later
than June 15, 2005.  As previously reported, the Company received
a waiver from its lenders pursuant to the Credit Agreement, dated
Jan. 10, 2005, between the Company, Cricket Communications, Inc.,
Bank of America, N.A. as Administrative Agent, and the other
lenders party thereto, which extended the deadline for providing
the Company's financial statements and the related compliance
certificate for the fiscal quarter ended March 31, 2005 to its
lenders until June 15, 2005.

                        Internal Control

In connection with their evaluation of Leap Wireless' disclosure
controls and procedures for the 2004 Financial Report, the
Company's Chief Executive Officer and Acting Chief Financial
Officer concluded that certain material weaknesses in the
Company's internal control over financial reporting existed as of
Dec. 31, 2004, with respect to turnover and staffing levels in the
accounting and financial reporting departments (arising in part in
connection with the Company's now completed bankruptcy
proceedings), the application of lease-related accounting
principles, fresh-start reporting oversight, and account
reconciliation procedures.  The Company expects that its First
Quarter Financial Report will also report that these material
weaknesses existed as of March 31, 2005, the end of the period
covered by such report.

In August 2004, the Company and Cricket Communications, Inc.
satisfied the conditions to the Company's Fifth Amended Joint Plan
of Reorganization and the Company emerged from Chapter 11
bankruptcy.  The Plan of Reorganization implemented a
comprehensive financial reorganization that, among other matters,
significantly reduced the Company's outstanding indebtedness.  On
the effective date of the Plan of Reorganization, the Company's
long-term debt was reduced from a book value of more than
$2.4 billion to debt with an estimated fair value of approximately
$412.8 million.  In addition, in connection with the Company's
emergence from bankruptcy, it adopted fresh-start reporting as of
July 31, 2004, which resulted in material adjustments to the
historical carrying values of many of the Company's assets and
liabilities.

Under fresh-start reporting, the Company is deemed to be a new
entity for financial reporting purposes.  As a result of the
foregoing, the Company's financial statements at, and for, the
period ended March 31, 2005, will not be comparable in many
respects to the Company's financial statements at, and for, the
period ended March 31, 2004.

As of May 17, 2005, due to the delays in the filing of the Annual
Report and the necessity of amending the Third Quarter Financial
Report, the Company is still finalizing its operating results for
the three month period ended March 31, 2005, and has not yet
finalized its financial statements for the three month period
ended March 31, 2005.  However, the Company expects that its
operating results for the three months ended March 31, 2005 and
the three months ended March 31, 2004 will generally compare as
follows:

  (1) total consolidated revenue in the first quarter of 2005 is
      expected to be in the range of $223 million to $228 million,
      compared to approximately $207 million in the first quarter
      of 2004, reflecting in part an increase in net customers, an
      increase in average revenues per customer, higher average
      net revenue per handset sold and higher handset sales
      volumes;

  (2) total operating expenses in the first quarter of 2005 will
      be lower than in the first quarter of 2004, reflecting
      primarily a decrease in depreciation and amortization
      expense in 2005 as a result of the revaluation of fixed
      assets at the implementation of fresh start reporting; and

  (3) interest expense in the first quarter of 2005 will be higher
      than interest expense in the first quarter of 2004 since the
      accrual of interest expense was stayed during the pendency
      of the bankruptcy in 2004.

As a result, the Successor Company expects to report net income in
the first quarter of 2005 whereas the Predecessor Company reported
a net loss in the first quarter of 2004.  The Company cautions
that these financial results are preliminary, based on currently
available information and are subject to the final quarterly
closing process and the completion of customary quarterly review
procedures by the Company.

                            Default

On April 15, 2005, the Company obtained a waiver of certain
defaults and potential defaults under the Credit Agreement.  The
Company has not completed the preparation of its audited financial
statements for the year ended December 31, 2004, by March 31,
2005, and, as a result, was not able to deliver such financial
statements to the administrative agent under the Credit Agreement
by such date.  The failure to deliver such financial statements by
March 31, 2005, was a default under the Credit Agreement.
Accordingly, the Company requested and received from the required
lenders under the Credit Agreement a waiver of the Company's
obligations to provide such audited financial statements to the
administrative agent until May 16, 2005.  The waiver also extended
the Company's obligation to provide its unaudited financial
statements for the quarter ended March 31, 2005, to the
administrative agent until June 15, 2005, and waived any default
that may occur under the Credit Agreement if the Company amends
its financial statements for the fiscal quarter ended Sept. 30,
2004, or for any earlier period, provided certain conditions are
met.  The Company expects that it will meet all of the
requirements of the waiver in a timely manner.

                          *     *     *

As reported in the Troubled Company Reporter on May 20, 2005,
Standard & Poor's Ratings Services kept its rating for San Diego,
Calif.-based wireless carrier Leap Wireless International Inc.
(B-/Watch Neg/--) on CreditWatch with negative implications, where
they were placed on April 5, 2005, despite the company's recent
filing of its 2004 10-K.  The company has not yet filed its 10-Q
for the first quarter of 2005, as required under terms of its bank
loan.  The waiver it previously received for the late filing of
its financial statements provides an extension until June 15,
2005, to deliver results for the first quarter of 2005. Assuming
the company files its 10-Q by June 15, the ratings are expected to
be affirmed.  However, a negative outlook may be assigned, to
reflect the incremental financial and business risk associated
with the funding and build-out of new licenses.  The recovery
rating of "3" on the $610 million secured bank loan at Cricket
Communications Inc. is not on CreditWatch, because it is unlikely
to be impaired by the factors that would drive a potential
downgrade.

"The company has not yet provided good clarity on its funding
plans for build-out and launch of wireless markets covered by FCC
spectrum licenses obtained in broadband PCS Auction No. 58 in
early 2005," said Standard & Poor's credit analyst Catherine
Cosentino.

Headquartered in San Diego, California, Leap Wireless
International Inc. -- http://www.leapwireless.com/-- is a
customer-focused company providing innovative communications
services for the mass market.  Leap pioneered the Cricket
Comfortable Wireless(R) service that lets customers make all of
their local calls from within their local calling area and receive
calls from anywhere for one low, flat rate.  As of December 31,
2004, the company's consolidated assets show $2,090,482,000 and
consolidated liabilities show $620,632,000.

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003, and the plan became effective on
Aug. 17, 2004.  Robert A. Klyman, Esq., Michael S. Lurey, Esq.,
and Eric D. Brown, Esq., at Latham and Watkins LLP, represent the
Debtors in their restructuring efforts.


LEXINGTON RESOURCES: Losses & Deficits Spur Going Concern Doubt
---------------------------------------------------------------
Dale Matheson Carr-Hilton Labonte expressed substantial doubt
about Lexington Resources Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors cite the
Company's $1.9 million working capital deficit, $9.2 million
losses since inception and further losses anticipated in the
development of its oil and gas properties.

The ability of the Company to continue as a going concern is
dependent on raising additional capital to fund ongoing research
and development and ultimately on generating future profitable
operations.  The Company says it will continue to fund operations
with advances, other debt sources, further equity placements and
the expected exercise of outstanding warrants.

The Company reported a $2.7 million net loss for the quarter ended
March 25, 2005, compared to a $3.1 million net loss for the same
period in 2004.  The Company's current liabilities exceed its
current assets by $2 million.

At March 31, 2005, the Company's $3.7 million total assets
consisted of:

     (i) $63,007 in cash;

    (ii) $97,648 in accounts receivable;

   (iii) $1,447,212 carrying value of proved oil and gas
         properties (net of depreciation);

    (iv) $2,056,010 in carrying value of unproved oil and gas
         properties; and

     (v) $2,831 in other property and equipment (net of
         accumulated depreciation).

At March 31, 2005, Lexington reported $2.4 million in total
liabilities consisting of:

     (i) $1,086,609 in current and non-current drilling
         obligations; and

    (ii) $1,314,336 in accounts payable and accrued liabilities.

Stockholders' equity decreased from $1.7 million for fiscal year
ended Dec. 31, 2004, to $1.3 million for the three-month period
ended March 31, 2005.

Lexington Resources has not generated positive cash flows from its
operating activities.  For the three-month period ended March 31,
2005, net cash flows used in operating activities was $620,734
compared to net cash flows used in operating activities for the
three-month period ended March 31, 2004 of $99,584.  Net cash
flows used in operating activities for the three-month period
ended March 31, 2005 consisted primarily of a net loss of $1.7
million.  Net cash flows used in operating activities was adjusted
by $899,746 to reconcile net loss to net cash from operating
activities primarily relating to the non-cash expense of the grant
of stock options and non-cash compensation and oil and gas
depletion.

The Company's existing working capital, further advances and
possible debt instruments, anticipated warrant exercises, further
private placements, and anticipated cash flow are expected by
management to be adequate to fund operations over the next six
months.  The Company has no lines of credit or other bank
financing arrangements.  Generally, Lexington has financed
operations to date through the proceeds of the private placement
of equity and debt securities.  In connection with its business
plan, management anticipates additional increases in operating
expenses and capital expenditures  relating to:

     (i) oil and gas operating properties;
    (ii) drilling initiatives; and
   (iii) property acquisitions.

The Company intends to finance these expenses with further
issuances of securities, debt and or advances, and revenues from
operations.  Thereafter, it expects it will need to raise
additional capital and increase its revenues to meet long-term
operating requirements.

Additional issuances of equity or convertible debt securities will
result in dilution to current shareholders.  Further, such
securities might have rights, preferences or privileges senior to
the common stock.  Additional financing may not be available upon
acceptable terms, or at all.  If adequate funds are not available,
or are not available on acceptable terms, the Company may not be
able to take advantage of prospective new business endeavors or
opportunities, which could significantly and materially restrict
its business operations.

Lexington Resources Inc. is an Oklahoma Limited Liability
Corporation incorporated on Sept. 29, 2003 formed for the purposes
of the acquisition and development of oil and natural gas
properties in the United States, concentrating on coal bed methane
gas acquisition and production initiatives.  As planned, principal
operations commenced in 2004 and the Company is no longer
considered to be an exploration stage company.  The Company
expects to weight its future development initiatives towards gas
production and stands committed to developing into a profitable
independent oil and gas producer through the systematical
expansion of operations and the acquisition of new drilling
targets while organizing drilling and production initiatives on
leased properties.


LIBERTY GROUP: Moody's Raises $330M Sr. Sec. Loan Rating to B1
--------------------------------------------------------------
Moody's Investors Service has upgraded Liberty Group Operating,
Inc.'s $330 million senior secured credit facility to B1 from B2.
Full details of the ratings upgrade are:

Ratings upgraded:

  Liberty Group Operating, Inc.'s:

   * $50 million senior secured revolving credit facility,
     due 2011 -- to B1 from B2

   * $280 million senior secured term loan B, due 2012 -- to B1
     from B2

   * Senior implied rating -- to B1 from B2

   * Issuer rating -- to B2 from B3

The outlook remains stable.

The upgrade reflects an improvement in the company's financial
profile which is expected to occur as a result of its proposed
sale to Fortress Investment Group LLC by existing owners (Leonard
Green funds) in a transaction which is targeted to close by the
end of June 2005.

The B1 rating reflects:

   * the high debt burden which will remain on Liberty Group's
     books post-closing;

   * the limited growth potential of the company's core
     operations;  and

   * continuing competitive pressure in its suburban Chicago
     markets.

Ratings are supported by:

   * the strength of Liberty Group's community newspaper business
     model;

   * an expectation of continued improvement in its advertising
     revenues; and

   * the expertise of Liberty Group's strong management team.

In conjunction with the Fortress acquisition, Liberty Group will
shed approximately $93 million in net debt and preferred stock
obligations.  Pro-forma for this effective recapitalization, the
company will reduce the level of its consolidated debt obligations
to 6.3 times from 12.7 times LTM EBITDA at the end of March 2005.
Moody's estimates that free cash flow generation of $25 million
for the balance of 2005 will result in a modest improvement of
leverage to around 5.8 times by year end.  Moody's does not
anticipate further material drawings on Liberty Group's
$50 million revolver beyond the initial $30 million which will be
drawn at closing to fund the proposed acquisition.

The stable outlook reflects a recovery in the company's revenues,
driven largely by a rebound in newspaper advertising spending by
Liberty Group's customers, the predictability of its business
model, and the absence of any meaningful debt maturities before
2011.

For the LTM period ending March 31 2005, Liberty Group recorded
revenues of $202 million which represented a 6% improvement over
the prior year and EBITDA of $49 million which represented an 8%
improvement.  EBITDA margins remained relatively flat at 24%.  The
lower margins of Liberty Group's suburban Chicago operations
continue to reflect substantial competitive pressure.

The outlook could be changed to positive if Liberty Group can
bring leverage closer to 5.5 times debt to EBITDA.  Conversely,
ratings pressure could result if management is unable to sustain
the recent improvements in operating performance or uses free cash
flow to effect sponsor dividends or for other releveraging
purposes.

Fortress plans to fund the purchase of Liberty Group with the
proceeds of $221 million in new cash equity and $30 million from
drawings under its senior secured revolving credit facility.
Proceeds will be used to redeem $88 million in existing unrated
holdco discount notes and $116 million in unrated senior preferred
stock with the balance used to acquire common stock and junior
preferred stock at a discount to book value.

The B1 rating on the bank facility is rated at parity with the
senior implied rating in recognition of the totality of senior
secured debt within Liberty Group's capital structure.

The proposed acquisition ascribes a value to Liberty Group's
business of $530 million.  According to this valuation, senior
secured debt holders should expect to receive full recovery in a
distress scenario.

Headquartered in Northbrook, Illinois, Liberty Group Publishing is
a leading US publisher of local newspapers and related
publications.  In 2004, the company recorded sales of $200
million.


LOCATEPLUS HOLDINGS: Auditors Express Going Concern Doubt in 10-K
-----------------------------------------------------------------
LocatePLUS Holdings Corporation's auditors, Livingston & Haynes,
P.C., of Wellesley, Massachusetts, expressed substantial doubt
about its ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Dec. 31, 2004, due to the Company's accumulated deficit and
substantial net losses in each of the last three years.

LocatePLUS has incurred significant net losses since inception.
It incurred net losses of approximately $4.4 million in 2003 and
$7.3 million in 2004.  Its accumulated deficit as December 31,
2004 was approximately $30 million.  The Company raised
approximately $3.8 million from sales of its equity during 2004
and approximately $4.0 million from the issuance of notes payable.
The Company's ultimate success is still dependent upon its ability
to secure additional financing to meet working capital and ongoing
project development needs.  Management anticipates that the
Company will increase its sales and marketing, product development
and general and administrative expenses during 2005 and for the
foreseeable future.  To achieve its business objectives, the
Company must raise additional capital, which may consist of future
debt or equity offerings.  Any such financings may be dilutive to
existing investors.

From the incorporation of the Company in 1996 through Dec. 31,
2004, it raised approximately $31 million through a series of
private placements and public offerings of equity and convertible
debt to fund marketing and sales efforts and develop its products
and services.

As of Dec. 31, 2004, the Company's cash and cash equivalents
totaled $1,186,939.

During 2004, the Company used approximately $5.4 million in
operating activities principally to fund its net losses.

During 2002, LocatePLUS loaned $1.0 million to Andover Secure
Resources, Inc., an unaffiliated third party leasing company, due
to the favorable terms of this loan.  As of December 31, 2004,
approximately $454,000 on this loan remained outstanding.

During 2003, the Company received $1.6 million, net of issuance
costs, by issuing subordinated promissory notes bearing simple
interest ranging from 10% and 12% per annum.  In conjunction with
the issuance of these notes, warrants to purchase 2,500,000 shares
of Class B Non-Voting common stock with a weighted average
exercise price of $0.14 were also issued.

LocatePLUS raised approximately $3.8 million from sales of its
equity during 2004 and approximately $4.0 million from the
issuance of notes payable.  The ultimate success of the Company is
still dependent upon its ability to secure additional financing to
meet its working capital and ongoing project development needs.
Pursuant to a certain "put", the Company sold 11,309,478 shares
for a total $3,962,926 in net proceeds from the investor through
Dec. 31, 2004.  The remaining amount available under the "put", at
December 31, 2004 was $1,037,074.  Subsequent to year-end, the
Company has issued an additional 1,204,442 shares of the Company's
Class A Voting common stock to this investor, resulting in net
proceeds to the Company of approximately $256,191.

Management's plans include increasing sales, expanding
infrastructure, and hiring additional staff.  To accomplish this,
LocatePLUS intends to identify sources of additional capital and
seek funding from such sources.  On June 17, 2004, the Company
entered into a Securities Purchase Agreement with Laurus Master
Fund, Ltd., a Cayman Islands company, relating to the private
placement of a convertible term note issued by LocatePLUS in the
principal amount of $3,000,000, due June 17, 2007, and a common
stock purchase warrant.  On Nov. 30, 2004, this note was amended
to increase the principal amount to $4,000,000 and add an
additional warrant.  The terms, as amended, allow for this note to
convert into 6,666,667 shares of the Company's Class A Voting
common stock at a fixed conversion rate of $0.30 per share and
5,000,000 shares of the Company's Class A Voting common stock at a
fixed conversion rate of $0.40 per share.  One Warrant provides
for the purchase of up to 1,320,000 shares of Class A common stock
at a price of $0.45 each, subject to customary adjustments, until
June 17, 2009, and the additional Warrant provides for the
purchase of up to 650,000 shares of Class A common stock at a
price of $0.35 each, subject to customary adjustments, until
November 30, 2009.

LocatePLUS Holdings Corporation, through itself and its wholly
owned subsidiaries LocatePLUS Corporation, Worldwide Information,
Inc., Certifion Corporation, Dataphant, Inc., and Metrigenics,
Inc., are business-to-business, business-to-government and
business-to-consumer providers of public information via its
proprietary data integration solutions.  Since 1996, the Company
has sold a CD-ROM-based product, which it refers to as Worldwide
Information, which enables users to search certain motor vehicle
records and driver's license information in multiple states.
Since March 1, 2000, the Company has maintained a database that is
accessible through the Internet, known as LocatePLUS.  Its
LocatePLUS product contains searchable and cross-referenced public
information on individuals throughout the United States, including
individuals' names, addresses, dates of birth, Social Security
numbers, prior residences, and, in certain circumstances, real
estate holdings, recorded bankruptcies, liens, judgments, drivers'
license information and motor vehicle records.  On Sept. 1, 2003,
its newly formed wholly owned subsidiary, Certifion Corporation,
acquired all of the assets of Project Entersect Corporation, a
provider of data technology.  Certifion provides self-screening
for both resume and online dating services and has filed for
patent protection for both of these services.  In October 2003,
LocatePLUS' newly formed wholly owned subsidiary, Dataphant, Inc.
acquired Voice Power Technology through a merger.  Through this
merger, Dataphant now has information on virtually every land-
based phone number in the United States and approximately 30% of
the cell phone numbers in the United States.  On Jan. 6, 2004, the
Company formed a new wholly owned subsidiary, Metrigenics, Inc.,
with operations located in New York state.  Metrigenics was formed
to develop new ways to integrate biometrics with data.
Metrigenics has finished first stage testing on matching DNA to
facial characteristics and expects to have first stage products
within twelve months.


LONG BEACH: Fitch Lowers Seven Mortgage Issues to C
---------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach
residential mortgage-backed issues listed below:

   Asset-Backed Securities Corporation (Long Beach Home Equity
   Loan Trust), series 2000-LB1 Group 1

      -- Class AF5 affirmed at 'AAA';
      -- Class AF6 affirmed at 'AAA';
      -- Class M1F downgraded to 'BBB+' from 'AA';
      -- Class M2F downgraded to 'B' from 'BBB-';
      -- Class BF remains at 'C'.

   Asset-Backed Securities Corporation, (Long Beach Home Equity
   Loan Trust), series 2000-LB1 Group 2

      -- Class M2V affirmed at 'BBB';
      -- Class BV downgraded to 'C' from 'BB-'.

   Long Beach Mortgage Loan Trust, series 2000-1

      -- Class AF-3 affirmed at 'AAA';
      -- Class AF-4 affirmed at 'AAA';
      -- Class AV-1 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 downgraded to 'BB-' from 'BBB-';
      -- Class M-3 downgraded to 'C' from 'CCC'.

   Long Beach Mortgage Loan Trust, series 2001-1

      -- Class A-1 affirmed at 'AAA';
      -- Class M-1 downgraded to 'A' from 'AA';
      -- Class M-2 downgraded to 'B+' from 'BBB';
      -- Class M-3 downgraded to 'C' from 'BB'.

   Long Beach Mortgage Loan Trust, series 2001-2

      -- Class A-1V affirmed at 'AAA';
      -- Class M-1 downgraded to 'A' from 'AA';
      -- Class M-2 downgraded to 'BB' from 'BBB';
      -- Class M-3 downgraded to 'C' from 'B'.

   Long Beach Mortgage Loan Trust, series 2001-3

      -- Class A-1 affirmed at 'AAA';
      -- Class A-2 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 downgraded to 'BBB-' from 'BBB+';
      -- Class M-3 downgraded to 'C' from 'B'.

   Long Beach Mortgage Loan Trust, series 2001-4 Group 1

      -- Class I-A affirmed at 'AAA';
      -- Class I-M2 downgraded to 'BBB-' from 'A-';
      -- Class I-M3 downgraded to 'C' from 'B+'.

   Long Beach Mortgage Loan Trust, series 2001-4 Group 2

      -- Class II-A1 affirmed at 'AAA';
      -- Class II-A3 affirmed at 'AAA';
      -- Class II-M1 affirmed at 'AA';
      -- Class II-M2 downgraded to 'BBB-' from 'A';
      -- Class II-M3 downgraded to 'C' from 'BB-'.

   Long Beach Mortgage Loan Trust, series 2002-1 Group 1

      -- Class I-A affirmed at 'AAA';
      -- Class I-M2 affirmed at 'A';
      -- Class I-M3 downgraded to 'BB' from 'BBB'.

   Long Beach Mortgage Loan Trust, series 2002-1 Group 2

      -- Class II-M1 affirmed at 'AA';
      -- Class II-M2 affirmed at 'A';
      -- Class II-M3 downgraded to 'BB' from 'BBB';
      -- Class II-M4 downgraded to 'B' from 'BB+'.

   Long Beach Mortgage Loan Trust, series 2002-2 Group 1

      -- Class I-A affirmed at 'AAA';
      -- Class I-S1 affirmed at 'AAA';
      -- Class I-M2 affirmed at 'A';
      -- Class I-M3 downgraded to 'BBB-' from 'BBB';
      -- Class I-M4A downgraded to 'B' from 'BBB-';
      -- Class I-M4B downgraded to 'B' from 'BBB-'.

   Long Beach Mortgage Loan Trust, series 2002-2 Group 2

      -- Class II-A affirmed at 'AAA';
      -- Class II-S1 affirmed at 'AAA';
      -- Class II-M1 affirmed at 'AA';
      -- Class II-M2 affirmed at 'A';
      -- Class II-M3 downgraded to 'BBB-' from 'BBB';
      -- Class II-M4A downgraded to 'B' from 'BBB-';
      -- Class II-M4B downgraded to 'B' from 'BBB-'.

   Long Beach Mortgage Loan Trust, series 2002-3 Group 2

      -- Class II-A affirmed at 'AAA';
      -- Class II-S1 affirmed at 'AAA'.

   Long Beach Mortgage Loan Trust, series 2002-4 Group 2

      -- Class II-A affirmed at 'AAA';
      -- Class II-S1 affirmed at 'AAA'.

   Long Beach Mortgage Loan Trust, series 2002-5

      -- Class A-1 affirmed at 'AAA';
      -- Class S-1 affirmed at 'AAA';
      -- Class A-2 affirmed at 'AAA';
      -- Class S-2 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class M-4A affirmed at 'BBB-';
      -- Class M-4B affirmed at 'BBB-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Long Beach Mortgage Company.  The
mortgage loans consist of fixed- and adjustable-rate subprime
mortgage loans and are secured by first- and second-lien mortgages
or deeds of trust on residential properties.  As of the April 2005
distribution date, the transactions are seasoned from a range of
29 to 56 months, and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 10% (series 2000-LB1 Group 2) to 26% (series
2002-5).

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $1.49 billion of
outstanding certificates detailed above.  In addition, the
affirmation on class A-1V in series 2001-2 reflects a guaranty
provided by Freddie Mac (rated 'AAA' by Fitch).

The affirmations on class A-1 in series 2001-3, class I-A in
series 2001-4, class I-A in series 2002-1, classes I-A and I-S1 in
series 2002-2, and classes A-1 and S-1 in series 2002-5 reflect a
guaranty provided by Fannie Mae (rated 'AAA').

The affirmations on classes II-A and II-S1 in series 2002-3, and
classes II-A and II-S1 in series 2002-4, reflect a guaranty
provided by XL Capital Assurance Inc. (rated 'AAA').

The negative rating actions, which affect $526.8 million of
outstanding certificates detailed above, are taken due to the
continued deterioration in the performance of the underlying
collateral.  In the eight transactions that experience downgrade
actions, the high level of losses incurred has led to substantial
and rapid decline in credit enhancement, particularly in the form
of overcollateralization.  In the most severe examples (series
2000-LB1 Group 1 and series 2001-2), OC has been exhausted and the
most subordinate certificates have suffered principal write-downs.

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


MERIDIAN AUTOMOTIVE: Proposes Reclamation Claim Procedures
----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
ordered a variety of goods from both domestic and international
suppliers for use in the ordinary course of their business
operations before they sought protection under chapter 11.  Some
of those goods were delivered to the Debtors' various facilities
within the 20-day period prior to filing for bankruptcy.  As of
the Petition Date, the Debtors hadn't paid for those goods.

Given the volume of inventory they receive on a daily basis, the
Debtors anticipate that a substantial number of vendors may
assert reclamation claims against them as a result of their
bankruptcy filing.

Edward L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that allowing the vendors to reclaim goods
from the Debtors, without the benefit of established procedures to
simplify the process of resolving Reclamation Claims and safeguard
the rights Reclamation Claimants, will disrupt the Debtors'
operations.

"The Debtors' operations may suffer and management's attention
will be diverted from important operational issues if the Debtors
are required to respond to each Reclamation Claim on an ad hoc
basis, as adversary proceedings and motions maybe filed or as
other enforcement action is taken by a Reclamation Claimant," Mr.
Morton says.

To avoid piecemeal litigation that would interfere with the
Debtors' reorganization efforts, the Debtors propose uniform
procedures for the treatment and reconciliation of all
Reclamation Claims:

   (a) Any vendor asserting a Reclamation Claim must satisfy all
       requirements entitling it to a right or reclamation under
       applicable state law and Section 546(c)(1) of the
       Bankruptcy Code;

   (b) The Debtors will file a notice with the Court listing
       those Reclamation Claims the Debtors deem to be valid and
       its amount.  The Debtors will serve the Reclamation Notice
       on any official committee appointed in the Debtors' cases
       and on each Reclamation Claimant;

   (c) The Reclamation Notice will be filed by the Debtors no
       later than 60 days after the Court's entry of the
       Reclamation Order;

   (d) If the Debtors fail to file the Reclamation Notice prior
       to the expiration of the Notice Deadline, any Reclamation
       Claimant may ask the Court to determine the validity of
       its Reclamation Claim, provided that any request will not
       be filed prior to the expiration of the Notice Deadline;

   (e) All parties-in-interest will have 20 days from the date
       the Reclamation Notice is filed with the Court to object
       to the inclusion or exclusion in the Reclamation Notice of
       any Reclamation Claim or its amount.  All Reclamation
       Claims in the Reclamation Notice that do not draw any
       objection will be fixed in the amount provided in the
       Reclamation Notice without further Court Order;

   (f) With respect to any Reclamation Claim on account of which
       a timely objection to the Reclamation Notice is filed, the
       amount of the Reclamation Claim will be fixed pursuant to
       an agreement of the relevant parties, or by Court Order;
       and

   (g) The Debtors reserve the right to further object to any
       Reclamation Claim fixed pursuant to these Reclamation
       Procedures or Court order on any other grounds, including
       that all Reclamation Claims are subject to a creditor's
       security interest in or lien on the goods subject to the
       Reclamation Claim.  The fixing of a Reclamation Claim will
       not be deemed a final allowance of any Reclamation Claim.

Because it may be beneficial in some circumstances for the
Debtors to honor a reclamation demand, the Debtors seek the
Court's authority to make any goods available for pickup by any
Reclamation Claimant:

   -- before the time that the Reclamation Claim of any
      Reclamation Claimant is fixed, with the consent of:

         (i) the administrative agent for the postpetition
             lenders;

        (ii) the administrative agent for the prepetition lenders
             under the Second Lien Credit Agreement; and

       (iii) the collateral agent for the subordinated
             noteholders; and

   -- after the time the Reclamation Claim of any Reclamation
      Claimant is fixed;

provided that:

   (x) any Reclamation Claimant timely demands in writing the
       reclamation of its goods pursuant to Section 546(c)(1) and
       Section 2-702 of the Uniform Commercial Code;

   (y) the Debtors have accepted the goods at issue for delivery;
       and

   (z) the Reclamation Claimant properly identifies the goods to
       be reclaimed.

Unless the goods are returned to the applicable Reclamation
Claimant, any Reclamation Claim fixed pursuant to the proposed
Procedures will:

     * pursuant to Section 546(c)(2)(A), be treated as an
       administrative priority claim under Section 503(b)(1); or

     * pursuant to Section 546(c)(2)(B), be granted a lien to
       secure the claim.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Hires Gavin Anderson as PR Consultant
----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
the authority of the U.S. Bankruptcy Court for the District of
Delaware to employ Gavin Anderson & Company, Inc., as their
corporate communications consultants, nunc pro tunc to the
bankruptcy petition date, to provide corporate advisory, public
relations, and strategic and crisis communications services
throughout the Debtors' Chapter 11 cases.

The Debtors believe that Gavin Anderson is particularly well-
suited and well-qualified to serve as corporate communications
consultants in a cost-effective, efficient and timely manner
because the firm:

   -- has extensive experience in crisis communications involving
      matters like bankruptcies, financial restructurings and
      reorganizations, as well as other significant corporate
      matters like mergers and acquisitions, management
      transitions, proxy contests and government investigations;
      and

   -- has already worked with the Debtors' management team and
      other professionals during an April 7, 2005 engagement,
      wherein the firm provided corporate and crisis
      communications services to the Debtors.

As the Debtors' corporate communications consultants, Gavin
Anderson will:

   (a) provide general strategic relations advice related to the
       reorganization to the Debtors' management;

   (b) prepare, distribute and follow-up on press releases and
       responsive statements relevant to the Debtors' Chapter 11
       cases and their progress;

   (c) assist in answering questions from the press on the
       Debtors' behalf and proactively contact and speak with the
       media as necessary to convey information;

   (d) provide monitoring services related to the media's
       coverage of the Debtors' reorganization and professional
       evaluation of its importance, quality and tone;

   (e) prepare various correspondence, memoranda, letters, Web
       sites and other communications related to the
       reorganization for the Debtors to use with their
       employees, customers, suppliers and other key business
       constituencies;

   (f) prepare and edit materials to anticipate the concerns of
       and likely questions from various constituencies affected
       by the reorganization and development of appropriate
       information for the Debtors to use in response;

   (g) develop guidelines and materials for the Debtors'
       employees to help them respond to questions and concerns
       from various external publics, like customers, suppliers,
       vendors, service providers and the general public;

   (h) attend meetings and participate in phone conferences with,
       among others, the Debtors' management and their attorneys,
       as required;

   (i) attend court hearings and developing information about the
       hearings for the benefit of internal or external
       constituencies; and

   (j) consult and review drafts of certain materials with
       appropriate company officials and attorneys.

In exchange for its services, Gavin Anderson will be compensated
at these customary hourly rates:

       Designation                             Hourly Rate
       -----------                             -----------
       President                                  $500
       Managing Director                          $350
       Director                                   $325
       Associate Director                         $250
       Senior Executive                           $185
       Executive                                  $150

Gavin Anderson intends to seek reimbursement for its reasonable
out-of-pocket expenses.  The firm has already received $65,000 in
pre-paid fees in connection with preparing for the filings of the
Debtors' cases.  The firm's fees for prepetition work were
applied against the Pre-Paid Fee.  The firm has exhausted the
$65,000 Pre-Paid Fee to date.

Robert Mead, a member of Gavin Anderson, assures the Court that
the firm:

   -- does not have any adverse connection with the Debtors,
      their creditors, or any other party-in-interest or their
      attorneys and accountants or the United States Trustee;

   -- does not hold or represent an interest adverse to the
      Debtors and their estates; and

   -- is a "disinterested person," as that term is defined in
      Section 101(14) of the Bankruptcy Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Can Pay Prepetition Shipping Claims
--------------------------------------------------------
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that Meridian Automotive Systems, Inc., and
its debtor-affiliates have a reputation for reliability and
dependability among their original equipment manufacturers.  This
reputation depends in substantial part on the timely delivery of
product to the Debtors' customers, which depends on a successful
and efficient system for the delivery and receipt of raw
materials, parts and components used in the Debtors' operations,
as well as finished goods.

The Debtors' supply and delivery system depends on the use of
reputable domestic common carriers, shippers, truckers and
customs agents as well as a network of third-party warehouses to
store goods in transit.  The Debtors also rely heavily on third
party contractors and vendors to manufacture certain tooling
equipment and products, as well as third party suppliers to
manufacture parts necessary for the Debtors' product lines.

Mr. Brady points out that it is essential for the Debtors'
business operations and reorganization efforts that they maintain
a reliable and efficient supply and distribution network.  If the
Debtors are unable to receive deliveries of raw materials or
supplies on a timely and uninterrupted basis, their manufacturing
operations will be impeded almost immediately -- in some cases in
a matter of hours.  Mr. Brady adds that if the Debtors are unable
to provide finished goods to customers on a timely basis, the
Debtors will likely suffer, at a minimum, a significant loss of
credibility and customer goodwill as well as revenue.

Accordingly, the Debtors sought and obtained authority from the
Court to pay certain prepetition claims held by Shippers,
Warehousemen, and other lien claimants in amounts necessary or
appropriate to:

   (a) obtain releases of critical or valuable goods, tooling or
       equipment that may be subject to liens;

   (b) maintain a reliable, efficient and smooth distribution
       system; and

   (c) induce critical Shippers and other lien claimants to
       continue to carry goods, tooling and equipment and make
       timely deliveries.

               Shipping and Warehousing Claimants

As a general rule, the Debtors operate a "just-in-time" inventory
system, which means that the Debtors' ability to produce goods
depends on the frequent and daily delivery of materials and
components needed for their manufacturing operations.  The
Debtors employ hundreds of third parties, including Nolan &
Cunnings, Inc., and Shippers and Warehousemen, to ensure that
their supply and delivery network runs smoothly and their
inventory and supplies arrive on time.  The Debtors engage
Shippers to transport, store and deliver raw materials, parts and
components to the Debtors, as well as finished products to the
Debtors' OEM customers.  The Debtors also contract with
independent Warehousemen to store raw materials and goods, which
are in transit.

Nolan is a third-party logistics coordinator for in-bound and
inter-facility transport of goods.  Nolan manages the logistics
of the Debtors' supply and delivery system, including the
Shippers and Warehousemen, by auditing the Shippers' invoices and
then billing the Debtors for the Shippers' services.  Generally,
the Debtors pay Nolan, and Nolan subsequently pays the Shippers
and Warehousemen for their services.

Shippers and Warehousemen regularly have possession of raw
materials and supplies purchased by the Debtors, as well as
finished goods produced by the Debtors and intended for delivery
to their OEM customers.

Under some state laws, a Shipper or a Warehouseman may have a
lien on the goods in its possession, which secures the charges or
expenses incurred in connection with the transportation or
storage of those goods.  As a result, Mr. Brady notes, the
Shippers and Warehousemen will likely argue that they are
entitled to possessory liens for transportation and storage, as
applicable, of the goods in their possession and may refuse to
deliver or release those goods before their Shipping and
Warehousing Claims have been satisfied and their liens redeemed.

This is equally true, Mr. Brady says, with respect to any
outstanding amounts that may be owed to Nolan because Nolan
generally does not pay the Shippers or Warehousemen until its own
invoices are paid by the Debtors.  Therefore, as long as Nolan's
invoices remain unpaid, the Shippers and Warehousemen will not be
paid and will likely result in their withholding delivery of
essential goods currently in transit as well as refusing to
provide service to the Debtors in the future.

The automotive supply industry is shipping intensive.  The
Debtors routinely ship goods between their numerous branches and
distribution centers prior to shipping those goods to their OEM
customers.  The Debtors believe that the value of the goods in
the possession of the Shippers and Warehousemen, and the
potential injury to the Debtors if the goods are not released, is
likely to greatly exceed the amount of Shipping and Warehousing
Claims held by those parties.  Even if the Shippers and
Warehousemen did not have valid liens under applicable state law,
their possession of the Debtors' goods and supplies would
severely disrupt, and potentially cripple, the Debtors'
operations because of the Debtors' "just-in-time" inventory
policy.

As of the Petition Date, the Debtors estimate that the aggregate
amount of the Shipping and Warehousing Claims was $1.5 million.

Mr. Brady relates that the Debtors will only pay the Shipping and
Warehousing Claims where they believe that benefits to their
estates and creditors from making payments would exceed the costs
that the Debtors would incur by bringing actions to compel the
turnover of the goods, and the delays associated with those
actions.

Mr. Brady points out that the total amount to paid to the
Shippers and Warehousemen is minimal compared to the importance
and necessity of the Shippers and Warehousemen to the Debtors'
business operations and the losses that the Debtors would suffer
if their manufacturing operations are disrupted.  Moreover, the
Debtors do not believe that there are viable and timely
alternatives to the Shippers and Warehousemen.

                        Lien Claimants

In addition to the Shippers and Warehousemen, the Debtors also
routinely transact business with a number of other third parties
who have the potential to assert liens against the Debtors and
their property, and in some cases their customers' property, if
the Debtors fail to pay for goods or services rendered prior to
the Petition Date.  The Lien Claimants perform various services
for the Debtors, including manufacturing, tooling, dies, molds,
and other equipment and parts necessary of the Debtors'
operations.

Although the Debtors have generally made timely payments to the
Lien Claimants, as of the Petition Date, some of the Lien
Claimants may not have been paid in full for certain prepetition
goods and services, Mr. Brady says.  This may cause the Lien
Claimants to assert mechanics' or artisans' liens against the
Debtors' relevant plant locations or the Debtors' goods,
notwithstanding the automatic stay under Section 362 of the
Bankruptcy Code.

Pursuant to Section 362(b)(3) of the Bankruptcy Code, the act of
perfecting the Mechanics' Liens, to the extent consistent with
Section 546(b) of the Bankruptcy Code, is expressly excluded from
the reach of the automatic stay.

As a result, certain Lien Claimants may refuse to perform their
ongoing obligations to the Debtors, including installation,
servicing and warranty obligations, unless their prepetition
claims are paid in full.  In addition, the existence and
perfection of the Mechanics' Liens could possibly place the
Debtors out of compliance under certain of their leases.

According to Mr. Brady, the Debtors will only pay Lien Claimants
that have perfected secured claims or are capable of having
perfected secure claims.  The Debtors assure the Court that
paying Lien Claims will not affect the amount of distribution to
creditors but only the timing of the distribution.  Thus there
will be no prejudice to other creditors of the Debtors' estates.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Asks Court to Approve Deerpark Settlement Agreement
----------------------------------------------------------------
In July 1999, Mirant Corporation and its debtor-affiliates
purchased a power plant in Deerpark, along with certain other
power plants in New York state.  Since the power plant is located
in Deerpark, it is subject to certain yearly ad valorem taxes.

A dispute arose among the Debtors and certain Deerpark Tax
Authorities.  The dispute became the subject of a tax certiorari
proceeding in New York state court.

In the state proceeding, the Debtors assert, among others, that
the Deerpark Tax Authorities owed them $311,984 in refunds for
the years 2000-2002 based on alleged erroneous equalized assessed
values for real property tax purposes ranging from $4,582,964 in
2000 to $5,610,857 in 2003.

To resolve the real property tax disputes, the Debtors ask the
Court to approve their settlement agreement with certain Deerpark
Tax Authorities.  The parties to the Settlement Agreement are:

    a. Mirant New York, Inc., on behalf of itself and Mirant
       NY-Gen, LLC; and

    b. the Deerpark Tax Authorities -- the Town of Deerpark, the
       Port Jervis Central School District, the Assessor for
       Deerpark, the Board of Assessment Review of Deerpark, and
       the County of Orange.

Through the Settlement Agreement, the Debtors' refund claims will
be resolved.  The Deerpark Tax Authorities agreed to provide the
Debtors $88,377 in gross refunds for 2000-2002, which will be
offset by $43,724 in adjusted unpaid 2003 taxes, resulting in a
$44,652 net refund.

The most important aspect of the settlement concerns the present
and future real property taxes on the Deerpark Power Plant.
Under the Settlement Agreement, the Deerpark Power Plant's
current equalized assessed value of $5,610,857 will be reduced by
75% to $1,402,714 for 2003-2006.  The reduction will provide the
Debtors with sufficient certainty that:

    -- the Deerpark Power Plant will be taxed fairly and equitably
       into the future; and

    -- the Debtors can make informed decisions about its future
       operating expenses in connection with any plan of
       reorganization.

According to Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, the Deerpark Settlement Agreement relates to the
Debtors' continued process of resolving one of the issues
critical to Mirant NY's reorganization efforts.  Ms. Campbell
notes that to provide ongoing financial viability of their
generation assets in New York, the Debtors asked the Court to
determine their correct real property tax liabilities related to
the New York Power Plants, including the Deerpark Power Plant.

Ms. Campbell relates that the Debtors have resolved five of eight
New York property tax disputes.  If the Deerpark Settlement
Agreement is granted, Ms. Campbell points out, only the two
largest disputes will remain -- the disputes with the taxing
authorities of the Towns of Haverstraw and Stony Point.

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


MIRANT CORP: Court Seals Estimation Motion on Gunderboom Claims
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 20, 2005,
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to estimate
the proofs of claim asserted by Gunderboom, Inc., and the
Gunderboom Shareholders:

   -- Francine Bailey,
   -- Campbell George & Strong, LLP,
   -- Alan Christopherson,
   -- Bruce Davison,
   -- Harold Dreyer,
   -- J.F. Gilman,
   -- William Gunderson, III,
   -- Mike Hartley,
   -- Interlink Management Corporation,
   -- Terry P. Irwin,
   -- Macworth Environmental Management,
   -- Jim Nelson,
   -- Dennis Nottingham,
   -- Todd Nottingham,
   -- David Pierce, and
   -- Topside Trust

The Debtors contend that the Claims should be estimated at $0.

Because the documents attached to the Estimation Motions are
confidential, the Debtors filed the Estimation Motions directly
with the Clerk of the Court.

                         *     *     *

The Court rules that the Estimation Motion is sealed
indefinitely.

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


MIRANT CORP: Creditors Comm. Comments on Withdrawal of Reference
----------------------------------------------------------------
The Bankruptcy Court invited parties-in-interest to submit
pleadings discussing whether the reference over the entirety of
the Mirant Corporation and its debtor-affiliates' Chapter 11 cases
should be withdrawn.

The Official Committee of Unsecured Creditors of Mirant
Corporation tells Judge Lynn that complete withdrawal of the
reference over the Debtors' cases is neither warranted nor
contemplated by the various decisions of the U.S. District Court
for the Northern District of Texas on matters related to the
Debtors' Back-to-Back Agreement and Asset Purchase and Sale
Agreement with Potomac Electric Power Company.  The Mirant
Committee believes that the PEPCO decisions are, can and should
be limited to their facts and circumstances.  Withdrawal of the
reference is also inappropriate under both the mandatory and
discretionary withdrawal standards.

Citing U.S. Gypsum Co. v. Nat'l Gypsum Co. (In re Nat'l Gypsum
Co.), 145 B.R. 539, 540 (N.D. Tex. 1992), and Sibarium v. NCNB
Tex. Nat'l Bank, 107 B.R. 108, 111 (N.D. Tex. 1989), the Mirant
Committee notes that courts in this district have determined that
a district court will withdraw the reference when:

   (i) the proceeding in the bankruptcy court involves a
       substantial and material question of both the Bankruptcy
       Code and non-Bankruptcy Code federal law;

  (ii) the non-Bankruptcy Code federal law has more than a de
       minimis effect on interstate commerce; and

(iii) the motion for withdrawal was timely filed.

Moreover, consideration of the non-bankruptcy federal issues must
require "significant interpretation," not mere application, of
federal law.

Those requirements have not been met.  The Mirant Committee
explains that resolution of the PEPCO matters, although
important, is only among the peripheral considerations to the
Debtors' bankruptcy cases as a whole.  The Committee points out
that plan confirmation is a core proceeding, not requiring
substantial and material consideration of non-bankruptcy federal
law, and over which the Bankruptcy Court has exclusive
jurisdiction.  Whether the Debtors' proposed reorganization plan
complies with and properly implements the various provisions of
the Bankruptcy Code, including, but not limited to, whether the
plan properly treats or otherwise deals with the APSA, the Back-
to-Back Agreement or PEPCO's claims, is solely a matter for the
Bankruptcy Court to decide pursuant to the Bankruptcy Code,
without the need to interpret or so much as apply the Federal
Power Act.

The Mirant Committee also notes that the Bankruptcy Court has
been handling the highly complex bankruptcy cases day in and day
out for nearly two years.  The Committee anticipates that sending
the bankruptcy cases up to the District Court would significantly
delay confirmation of a plan of reorganization, thereby
prejudicing all parties-in-interest to the cases.

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


MERRILL LYNCH: Fitch Rates Class B-3 Mortgage Certificates at BB
----------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc., mortgage pass-through
certificates, series MLMI 2005-A3, are rated by Fitch Ratings:

    -- $288.3 million classes A-1, A-2 and R (senior
       certificates) 'AAA';

    -- $10.2 million class M-1 certificates 'AA';

    -- $7.5 million class M-2 certificates 'A';

    -- $5.2 million class B-1 certificates 'BBB';

    -- $1.6 million class B-2 certificates 'BBB-'.

The 'AAA' rating on the senior certificates reflects the 9.15%
subordination provided by:

                 * the 3.20% class M-1,
                 * the 2.35% class M-2,
                 * the 1.65% class B-1,
                 * the 0.50% class B-2 and
                 * the 1.05% privately offered class B-3.

Classes rated based on their respective subordination:

                 * M-1 'AA',
                 * M-2 'A',
                 * B-1 'BBB',
                 * B-2 'BBB-' and
                 * B-3 'BB'.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  Fitch believes the
above credit enhancement will be adequate to cover credit losses.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Wells Fargo Bank, N.A., which is rated 'RMS1' by Fitch Ratings.

As of the cut-off date, the assets of the trust fund consisted of
1,141 mortgage loans with a total principal balance of
approximately $317,382,345.  The mortgage loans consist of
adjustable-rate, conventional, fully amortizing, first lien
residential mortgage loans, all of which have an original term to
stated maturity of 30 years.  The mortgage interest rates of the
mortgage loans adjust based on the six-month LIBOR index.

The average unpaid principal balance as of the cut-off-date is
$278,162.  The weighted average original loan-to-value ratio is
79.06%.  The weighted average credit score is 707.  Cash-out
refinance loans represent 16.86% of the loan pool.  The three
states that represent the largest portion of the mortgage loans
are:

                 * California (48.01%),
                 * Washington (5.24%) and
                 * Arizona (4.89%).

MLMI, the depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders.  For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wachovia Bank, National Association, will act as trustee.


MORGAN STANLEY: Fitch Junks $40.3 Million Mortgage Certificates
---------------------------------------------------------------
Fitch Ratings downgrades Morgan Stanley Capital I Inc. commercial
mortgage-backed securities pass-through certificates, series 1997-
RR:

          -- $22.1 million class G-1 to 'CC' from 'B-';
          -- $18.2 million class G-2 to 'CCC' from 'B-'.

In addition, this class was upgraded by Fitch:

          -- $85.6 million class D to 'AA+' from 'AA'.

These classes are affirmed by Fitch:

          -- $32.0 million class B 'AAA';
          -- $35.3 million class C 'AAA';
          -- $30.2 million class E 'A';
          -- $98.2 million class F 'BB-'.

Fitch does not rate the $11.2 million class H-2 certificates.

Downgrades to classes G-1 and G-2 are due to the expected losses
on the specially serviced loans in the underlying transactions.

The upgrade to class E is the result of increased credit
enhancement.

As of the April 2005 distribution date, total delinquencies
calculated as a percentage of the underlying transactions'
aggregate certificate balance were:

          * 0.08%, 60 days delinquent;
          * 1.5%, 90 days delinquent;
          * 0.24%, foreclosure; and
          * 0.4%, real estate owned.

To date, the re-remic has experienced approximately $71.9 million
in losses affecting the unrated class H-1 and H-2 certificates
from the resolution of specially serviced loans in the underlying
transactions since issuance.

The certificates are secured by 40 subordinate commercial mortgage
pass-through certificates from 21 separate commercial mortgage
securitizations.  The underlying transactions were securitized
from 1994-1997 by various issuers and are secured by a variety of
property types.  The aggregate pool certificate balance of the
underlying transactions as of the April 2005 distribution date was
$5.8 billion, down 62% from $15.4 billion at issuance.  The re-
remic's overall certificate balance has decreased by approximately
34% to $332.8 million from $503.7 million at issuance.


MTI TECHNOLOGY: April 2 Balance Sheet Upside-Down by $2 Million
---------------------------------------------------------------
MTI Technology Corporation (Nasdaq:MTIC) reported its financial
results for the fiscal year 2005 fourth quarter and year ended
April 2, 2005.

Revenue for the quarter improved 50% year-over-year to $35.6
million compared to $23.7 million for the fiscal 2004 fourth
quarter, and declined 10% sequentially from $39.5 million in the
third quarter.  Full year fiscal 2005 revenue grew 59% to $132.6
million compared with $83.2 million in the prior year.

Net loss for the fourth quarter was $8.9 million compared to a net
loss of $2.6 million for the preceding quarter and a net loss of
$700,000 for the same quarter of the prior fiscal year.  Net loss
for the full fiscal 2005 was $15.8 million compared to a net loss
of $3.9 million for the prior fiscal year.  Operating results for
the fiscal year 2005 were negatively affected by non-cash
inventory charges in both product and service cost of revenue, a
restructuring charge related primarily to the closure of the
Dublin, Ireland facility, and continued investment in sales and
service - in line with the Company's growth strategy.

Product revenue for the fourth quarter increased 70% to $24.9
million from $14.6 million in the prior year period, and decreased
15% quarter-over-quarter from $29.3 million in the third quarter.
Full year product revenue grew by 102% to $93.7 million compared
to $46.4 million in the prior year.  Service revenue for the
fourth quarter was $10.7 million, an 18% improvement year-over-
year compared to $9.0 million in the comparable prior year
quarter, and a 4% improvement sequentially.  Full year service
revenue was $38.9 million compared to $36.7 million for the full
2004 fiscal year, an increase of 6%.

Gross margins for the fourth quarter were 12.6% compared to 25.3%
in the prior year period and 19.7% in the third quarter.  Gross
margins for the full-year were 19.2% compared to 26.2% in fiscal
year 2004.  Fiscal 2005 fourth quarter gross margins were
negatively impacted by non-cash charges totaling $1.8 million,
primarily related to an inventory write-down.  Gross margins for
the full-year were further impacted by the integration of 35 new
professional services personnel hired in the year.

SG&A expenses of $10.7 million in the fourth quarter were up year-
over-year from $7.5 million and down sequentially from $11.0
million.  The increase in expenses year-over-year is due primarily
to increased selling expense associated with the addition of new
salespeople and higher commissions on increased sales.  The
Company recorded a restructuring charge of $2.0 million in the
fourth quarter of fiscal 2005, principally related to the closing
of the Dublin manufacturing and logistics facility.

As of April 2, 2005, the Company had $12.2 million in cash and
cash equivalents.  Cash, net of the $1.8 million paid against the
existing line of credit, was essentially unchanged from the prior
quarter.

"Fiscal 2005 represented an important milestone for the Company,
as we added more than 325 new customers and established a base
from which to continue building the pre-eminent total solutions
provider in the mid-enterprise storage infrastructure space," said
Tom Raimondi, Chairman, President and CEO of MTI.  "We now have a
proven track record of year-over-year top-line growth."

Raimondi added, "We believe fiscal 2006 to be an inflection point
for the Company as we target a transition from a pure growth to a
profitable growth model.  We believe we have reached a certain
critical mass in product sales at which the productivity of our
existing sales force offsets the majority of continued investment.
We believe our maintenance business has stabilized, and with our
bolstered professional services infrastructure, we plan to grow
service revenues and corresponding margins.  We expect bottom-line
results will follow."


                      About the Company

MTI Technology Corporation is a leading multi-national provider of
professional services and comprehensive data storage solutions for
mid to large-size organizations.  With more than 20 years of
expertise as a storage technology innovator, MTI is uniquely
qualified to assess, design, implement and support whole-office
data storage and backup initiatives.  As a strategic partner of
EMC (NYSE:EMC), MTI offers the best data storage, protection and
management solutions available today.  By employing a strategic,
consultative approach, MTI provides customers with a single point
of contact that eliminates complexities while delivering
operational efficiencies and competitive advantages.  MTI
currently serves more than 3,000 customers throughout North
America and Europe. Visit http://www.mti.com/for more
information.

At Apr. 2, 2005, MTI Technology Corporation's balance sheet showed
a $2,369,000 stockholders' deficit, compared to a $7,141,000
positive equity at Apr. 3, 2004.


NANOMAT INC.: Trustee Wants Until Sept. 30 to Decide on Leases
--------------------------------------------------------------
Joseph L. Cosetti, the chapter 11 Trustee in Nanomat, Inc.'s
chapter 11 case, asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania, to extend his time to assume, assume and
assign, or reject leases and executory contracts to September 30,
2005.

The chapter 11 Trustee also asks the court that he be authorized
to withhold lease payments from these landlords and
counterparties:

    * Allegheny Valley Bank,
    * American Express Business Finance,
    * American Enterprise Leasing,
    * Cal First/Cit,
    * Carlton Financial Corporation,
    * CFC Company,
    * CIT Group,
    * Citicapital,
    * Citicorp Vendor Finance,
    * Enterprise Funding Group,
    * Financial Pacific Leasing,
    * First Merit Corporation,
    * FirstMerit Bank, N.A.,
    * First Personal Bank,
    * GE Capital,
    * GE Capital Colonial Pacific,
    * GE Leasing Solutions,
    * GMAC Commercial Mortgage Corporation,
    * Greater Bay,
    * HP Leasing,
    * Insight Global Finance,
    * Iron & Glass Bank,
    * Direct Capital Corp.,
    * Key Equipment Finance,
    * M&T Credit Corp.,
    * Marlin Leasing, Netbank
    * Business Finance,
    * Northside Bank/FNB,
    * Relational Funding,
    * S&T Bank,
    * Santa Barbara & Trust,
    * Stearling National,
    * Tetra Financial,
    * Thermo Electron,
    * Town & Country,
    * Trinity Capital Corp.,
    * UPS Capital,
    * US Bancorp,
    * US Bank Equipment Finance,
    * US Express Leasing,
    * US Manifest Funding,
    * Wells Fargo Equipment Finance,
    * Vision Financial,
    * Wells Fargo Leasing, and
    * WesBanco

The chapter 11 Trustee tells the Court that:

    (1) a Section 341 Meeting has not been held;

    (2) the Debtor has entered into numerous leases;

    (3) the Respondents are all the known lessors with whom
        debtor has entered into leases;

    (4) he has an interest in exploring matters further
        regarding the leases and executory contracts held by the
        debtor;

    (5) he is attempting to determine if there are sufficient
        funds to make all the monthly payments due to the
        Respondents; and

    (6) he is attempting to enter into a Cash Collateral
        Agreement with FirstMerit Bank, N.A.;

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, its
estimated assets and debts from $10 million to $50 million.


NATIONAL GARAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: National Garage Door Services Inc.
        dba Access Garage Door
        P.O. Box 47834
        Tampa, Florida 33647

Bankruptcy Case No.: 05-10902

Chapter 11 Petition Date: May 27, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Ronald R. Bidwell, Esq.
                  Law Office of Ronald R. Bidwell PA
                  1205 West Fletcher Avenue, Suite B
                  Tampa, Florida 33612
                  Tel: (813) 908-7700
                  Fax: (813) 962-6156

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Verizon Directories Corp.                               $212,000
Berke & Associates
555 St. Charles Drive #100
Thousand Oaks, CA 91360

Donald Kay                                              $115,000
C/o Joseph W. Kay
201 Hopkins Road
Seneca, SC 29768

SunTrust Bank                                            $73,808
P.O. Box 4418 MC 0039
Atlanta, GA 30302

NationsBank                                              $69,769

American Express                                         $50,235

Verizon Florida                                          $49,548

BellSouth Advertising                                    $40,263

Dorsey Yawn                                              $37,604

AmComp Assurance Corp.                                   $19,113

Transwestern Publishing                                  $16,008

Peter Lawrence Commercial                                $16,000

St. Paul Travelers                                       $15,641

BellSouth Advertising                                    $14,548

Fisher, Rushmer, Weerenrath                               $9,527
Dickson Talley & Dunlap

Nextel                                                    $6,388

American Express                                          $3,888

The Huntington                Value of security:            $542
                              $4,500

Nextel Partners                                             $365

EnCon Inc.                                                  $346

BellSouth                                                   $277


NATIONSLINK FUNDING: S&P Holds Ratings on Class E & F Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on eight
classes of NationsLink Funding Corp.'s commercial loan pass-though
certificates from series 1999-LTL-1.

The affirmed ratings reflect:

    (1) adequate credit enhancement levels,

    (2) the strong financial performance of the non-credit tenant
        lease (non-CTL) mortgages within the pool, and

    (3) the stable 'BBB' weighted average credit rating for the
        CTL loans.

As of the May 23, 2005, distribution date, the collateral pool
consisted of 125 loans with an aggregate principal balance of
$376.7 million, down 24% from $492.5 million and 128 loans at
issuance.  The pool contains 108 CTL loans ($290.5 million, 77%),
which are all fully amortizing.  The remaining 17 loans ($86.2
million, 23%) are traditional (non-CTL) mortgage loans, of which
eight ($52.0 million, 14%) are fully amortizing and nine ($34.2
million, 9%) have balloon payments at maturity.  The pool
experienced one realized loss totaling $45,445, and no loans are
delinquent or in special servicing.

Midland Loan Services Inc., the master and special servicer,
provided Dec. 31, 2003, net cash flow debt service coverage
figures for 97% of the non-CTL loans.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.85x, up
significantly from 1.44x at issuance.  Standard & Poor's reviewed
recent property inspection reports for the 10 largest non-CTL
loans, all of which rated the collateral as "excellent" or "good."

Within the CTL portion of the pool, bondable CTLs support eight
loans ($64 million), while 100 loans ($227.7 million) are backed
by triple- and double-net CTLs with supplemental lease enhancement
policies provided by Lexington Insurance Co. (AA+/Watch Neg/--).
The weighted average credit rating for the CTL pool is 'BBB',
which is the same as at the last review on Aug. 2, 2004, but down
from 'A-' at issuance.

The top five tenants, which compose 47% of the pool, are:

    (1) CVS Corp. (12%, A-/Stable/A-2),

    (2) Rite Aid Corp. (10%, B+/Stable/B-2),

    (3) Ahold Koninklijke N.V. (10%, BB/Positive/B),

    (4) Home Depot Inc. (8%, AA/Stable/A-1+), and

    (5) Walgreen Co. (7%, A+/Stable/A-1).

Midland reported 26 loans ($55.9 million, 15%) on its watchlist,
all of which are CTL loans.  Twenty loans ($28.7 million, 8%)
appear on the watchlist due to the financial condition of Rite Aid
Corp.  Three loans ($13.6 million, 4%) are on the watchlist
because the collateral properties are vacant; however, each of
these loans is current and subject to CTLs, which extend to or
beyond the loan maturity.

The remaining three loans ($13.6 million, 4%) on the watchlist
suffer from exposure to financially weakened credit
tenants/guarantors, exposure to a collateral property that
suffered hurricane damage, or other issues.

As the transaction is largely a CTL loan pool, the associated
ratings are correlated with the ratings assigned to the underlying
tenants/guarantors.  The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.

Standard & Poor's stressed various loans in its analysis and
reviewed the resultant credit enhancement levels in conjunction
with the levels determined by Standard & Poor's credit lease
default model.

                         Ratings Affirmed

                     NationsLink Funding Corp.
         Commercial loan pass-through certs series 1999-LTL-1

                 Class   Rating   Credit enhancement(%)
                 -----   ------   --------------------
                 A2      AAA                       25.48
                 A3      AAA                       25.48
                 B       AA+                       18.62
                 C       A                         13.06
                 D       BBB                        4.89
                 E       BB                         1.95
                 F       B                          0.97
                 X       AAA                        N.A.

                     N.A. -- Not applicable.


NAUTILUS RMBS: Fitch Puts Double B Rating on Classes CV & CF
------------------------------------------------------------
Fitch Ratings assigns these ratings to Nautilus RMBS CDO I, Ltd.
and Nautilus RMBS CDO I LLC:

      -- $205,000,000 class A-1S floating-rate notes due 2040
         'AAA';

      -- $33,000,000 class A-1J floating-rate notes due 2040
         'AAA';

      -- $34,000,000 class A-2 floating-rate notes due 2040 'AA';

      -- $67,000,000 class A-3 floating-rate deferrable interest
         notes due 2040 'A';

      -- $22,000,000 class BV floating-rate deferrable interest
         notes due 2040 'BBB';

      -- $24,000,000 class BF fixed-rate deferrable interest
         notes due 2040 'BBB';

      -- $22,500,000 class CV floating-rate deferrable interest
         notes due 2040 'BB';

      -- $5,500,000 class CF fixed-rate deferrable interest notes
         due 2040 'BB'.

Nautilus is a balance sheet cash-flow collateralized debt
obligation managed by RCG Helm, LLC.

The ratings of the classes A-1S, A-1J, and A-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the classes A-3, BV, BF, CV, and CF notes address the
likelihood that investors will receive ultimate interest payments,
as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

The ratings are based upon the credit quality of the underlying
assets, 100% of which will be purchased by the transaction's
close, in addition to credit enhancement provided by support from
subordinated notes, excess spread, and protections incorporated in
the structure.

Proceeds from the issuance will be invested in a static portfolio
of residential mortgage-backed securities, consisting primarily of
prime RMBS.  The collateral supporting the structure will have a
Fitch weighted average rating factor of 14.00 ('BB/BB-').  The
collateral manager may sell defaulted, credit-improved, and
credit-risk securities at any time.

Nautilus is the first CDO managed by RCG, which is a wholly owned
subsidiary of Ramius Capital Group, LLC, a privately owned
investment management firm and a registered investment advisor.
Ramius, through several subsidiaries, manages absolute return
portfolios for clients that include U.S. and international
institutions and private investors.

Nautilus RMBS CDO I, Ltd., is a Cayman Islands exempted company.
Nautilus RMBS CDO I LLC is a Delaware limited liability company.

For more information, see the presale report 'Nautilus RMBS CDO I,
Ltd.' dated April 25, 2005, and available on the Fitch Ratings web
site at http://www.fitchratings.com/


NETWORK INSTALLATION: March 31 Balance Sheet Upside-Down by $2MM
----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) reported its
financial results for the quarter ended March 31, 2005.

Network Installation recorded revenue of $750,716 for the quarter
ended March 31, 2005 vs. $510,522 for the quarter ended March 31,
2005 an increase of 47%. Net loss for the quarter ended March 31,
2005 was (.31) per share vs. a net loss of (.04) for the quarter
ended March 31, 2004 due to a one-time extraordinary non-cash
charge of $6,476,085 expensed for warrants issued to the Company's
new CEO and CFO pursuant to their employment agreements.

"While we experienced solid growth in Q1 over last year, we
believe this year we will grow at a considerably greater rate,"
Network Installation CEO Jeffrey R. Hultman said.  "In addition to
our internal growth plan we are currently exploring external
growth opportunities which have been presented to us."

In the first quarter of 2004, the Company utilized the 'Completed
Contracts' Method as a revenue recognition policy.  This approach
was changed to the 'Percentage Of Completion' Method as reported
in our Form 10-KSB/A filing, which we believe better represents
business activity.  However, when comparing first quarter numbers
for 2005 to those for 2004, the comparison involves numbers
calculated using differing methods.  The Company's complete filing
is available on its Form 10-QSB for the period ending March 31,
2005.

                     Going Concern Doubt

The Company has accumulated a $16.9 million deficit and is
generating losses from operations.  The continuing losses have
adversely affected the liquidity of the Company.  The Company
faces continuing significant business risks, including its ability
to maintain vendor and supplier relationships by making timely
payments when due.

Management has taken steps to revise its operating and financial
requirements by devoting considerable effort toward obtaining
additional equity financing through various private placements and
evaluation of its distribution and marketing methods.

Network Installation Corp. -- http://www.networkinstallationcorp.net/
-- provides communications solutions to the Fortune 1000,
Government Agencies, Municipalities, K-12 and Universities and
Multiple Property Owners.  These solutions include the design,
installation and deployment of data, voice and video networks as
well as wireless networks including Wi-Fi and Wi-Max applications
and integrated telecommunications solutions including Voice over
Internet Protocol applications.

At March 31, 2005, Network Installation's balance sheet showed a
$2,027,436 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NEW HEIGHTS: Court Delays Entry of Final Decree to Sept. 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline by which New Heights Recovery & Power, LLC, must file
a final report and delayed the entry of the automatic final decree
until Sept. 21, 2005.

Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling,
Esq., in Wilmington, Delaware, told the Court that the Debtor has
devoted substantial time to implementing the Chapter 11 Plan and
bringing the case to a close.  The Debtor just recently closed the
sale of substantially all of its assets.  The Debtor has not had
sufficient time to complete the post-closing matters.  These
matters would likely be concluded over the next several months.

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and
operator of the Tire Combustion Facility and other tire rubber
processing facilities.  The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11277).
Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling
represents the Debtor.  When the Company filed for chapter 11
protection, it listed both its estimated debts and assets of $50
million.  The Debtor first filed for bankruptcy in March 26, 1996,
as a result to the amendment of the Retail Rate Law, and emerged
in 1998.


NEXICON INC: Losses & Deficits Trigger Going Concern Doubt
----------------------------------------------------------
Stark, Winter, Schenkein & Co., LLP, expressed substantial doubt
about Nexicon, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the years ended
Dec. 31, 2004, and Dec. 31, 2003.  The auditing firm points to the
Company's recurring losses from operations and working capital and
stockholder deficits.

Nexicon expects to be able to continue operations for 12 months
with the cash currently on hand, borrowings and sales of common
stock through Cornell Capital and cash anticipated from
operations.  However, future losses are likely to occur.
Accordingly, the Company may experience significant liquidity and
cash flow problems because historically its operations have not
been profitable.  No assurances can be given that the Company will
be successful in reaching or maintaining profitable operations.

The Company has experienced losses from operations as a result of
its investment in attempting to achieve its operating plan, which
is long-range in nature.  For the years ended December 31, 2004
and 2003 the Company incurred net losses of $5,488,455 and
$4,902,363, respectively.  At December 31, 2004, the Company had a
working capital deficit of $1,048,067 and stockholders' deficit of
$1,611,250. In addition the Company is subject to legal action.

The Company's ability to continue as a going concern is contingent
upon its ability to secure financing and attain profitable
operations.  In addition, the Company's ability to continue as a
going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the
Company operates.  The Company purchased two wholly owned
subsidiaries, OSSI and Pluto, and through sales of their products
hopes to attain profitable operations.

Nexicon's primary need for cash during the next 12 months are to
satisfy current liabilities of $1,260,650, as well as to support
Nexicon's current operations.  Nexicon's current operations are
expected to be $170,000 per month, including payroll, rent,
utilities and litigation costs.  Nexicon in the next twelve months
expects to receive the balance of $64,036 of the current
receivable from ACC and hopes to attain profitable operations
through its ComSecure Controller and Charon Billing System sales.
However, Nexicon will need to raise additional capital to finance
growth.  Such capital is expected to come from the sale of
securities, including the sale of common stock under the Standby
Equity Distribution Agreement.  Other than the Standby Equity
Distribution Agreement, Nexicon does not have any commitments for
financing.

Nexicon, Inc., formerly Cyco.net, Inc. is the successor
corporation to AVE, Inc.  The Company was an e-commerce business
until July 2003 when it sold the assets of its cigarette e-tail
business.  This decision was made after several states filed civil
lawsuits against the New Mexico subsidiary involved in the sale of
cigarettes over the internet.  The Company's management felt that
although the Company had a meritorious defense it would be much
too costly to defend in a court of law.  The Company chose to
pursue other business opportunities and on November 19, 2003,
Nexicon, Inc., purchased all of the outstanding common stock of
Orion Security Services, Inc., a Wisconsin corporation, in a stock
for stock purchase.  On November 15, 2004, Nexicon, Inc.,
purchased all of the outstanding common stock of Pluto
Communications International, AS, a Norwegian corporation, in a
stock for stock purchase.  On March 17, 2005, Nexicon, Inc. agreed
to repurchase 15 million shares of the Company's common stock held
by Robert Demson in exchange for all right, title, and interest
that the Company has in agreements associated with the "SatSecure"
technology and to the tradenames "Orion Security Services, Inc.",
"OSSI","Ossi-Secure", "SatSecure", "SatWatch" and "RECON 9000" and
all equipment, computers and furniture valued at approximately
$15,213.

OSSI has introduced a surveillance technology in a rugged
transceiver board-level design that delivers bi-directional video,
audio, alarm/sensor and data transfer between virtually any two
locations on earth with exceptional quality in limited bandwidth
environments from 9.6 to 384 KBPS. The SatSecure Surveillance
System can use a variety of communication channels such as ISDN,
IP, PSTN (Public Switched Telephone Networks), INMARSAT SatPhones
(64 KBPS) and GSM phones (9.6 KBPS) to transfer and remotely
control video, audio, alarm/sensor and data between two units at
different locations. As of March 2005, Nexicon no longer sells
SatSecure.

At March 31, 2005, Nexicon's total liabilities exceed its total
assets by $2,156,850.


NHC COMMS: Apr. 29 Balance Sheet Upside-Down by C$3.5 Million
-------------------------------------------------------------
NHC Communications Inc. (TSX: NHC) (NHCMF) reported results for
the third quarter of fiscal 2005, ended April 29, 2005, prepared
in accordance with Canadian generally accepted accounting
principles.

The Company recorded revenues of $5.17 million for its third
quarter ended April 29, 2005, compared with $120,000 for the
corresponding quarter of 2004.  All revenues for the third quarter
of 2005 are derived from revenue previously deferred in accordance
with the Company's accounting policy on revenue recognition, as a
result of the physical conversion of a significant number of
central offices by its principal customer during this period.

For the quarter, the Company reported a net loss of $395,000, a
significant improvement over the net loss of $1.62 million
recorded in the third quarter of 2004.  The variance is mainly
attributable to a $1.01 million contribution to gross profit
associated with $5.17 million in previously deferred revenue, as
well as the successful implementation of cost-cutting measures
effective at the end of the second quarter of fiscal 2004.

For the first nine months, the Company recorded a net loss of
$1.16 million in 2005 compared with a net loss of $5.31 million in
2004.  Revenues of the first nine months of 2005 reached $21.39
million compared with $2.15 million in the first nine months of
2004, primarily due to the recognition of $21.37 million in
revenue previously deferred.

"As we celebrate our twentieth anniversary, we are clearly heading
in the right direction and are encouraged by our progress," noted
Sylvain Abitbol, President and Chief Executive Officer.  "In the
months ahead we will be focusing on securing additional financing
and actively pursuing our business development efforts.  In
addition, we are marshalling the resources needed for the
expansion of our technology platform through innovation and
research and development, in order to continue to generate value
for our customers.  The foundation is being put in place for our
continued success."

              Funding and Restructuring Plan Update

During the third quarter, the Company entered into two convertible
debentures transactions with third parties and with the Company's
management for total gross cash proceeds of C$1 million and
C$106,000 respectively, under terms previously disclosed.  During
the same period, the Company completed a private placement of
C$1.06 million, under terms previously disclosed.  Also during the
quarter, the Company collected its 2004 R&D tax credits of
C$400,000.

In addition, subsequent to the quarter, NHC reached an agreement
in principle for the issuance of secured convertible debentures
with a United States third-party investor for a financing of up to
$2.5 million under terms previously disclosed.  Gross cash
proceeds of $1,500,000 are expected to be received at the closing
of this financing transaction, and the balance of $1,000,000 is
expected to be held in an escrow account, to be released upon the
satisfaction of certain conditions, including receipt by the
Company of a purchase order from one of its customers providing
for at least US$5 million of equipment purchases.

In order to meet its immediate cash requirements, certain members
of management are considering exercising a portion of their vested
options.  Some or all of the common shares to be issued upon such
exercise would be sold by those members of management on the stock
market.  The members of management who will exercise options for
this purpose will be granted new options for the same number of
options that were exercised at an exercise price equal to the
greater of the market price on the date of grant and the exercise
price of the options that were exercised.  This transaction was
approved by the Board of Directors of the Company.

"We are currently engaged in discussions with a restricted number
of potential investors", Mr. Abitbol stated.  "In particular, we
recently entered into a non-exclusive agency agreement with a US
firm who will market, on a best efforts basis, a private placement
of common shares of NHC.  Although pleased by this development, I
must point out that there can be no assurance that such a
financing agreement can be reached."

The Company's cash and cash equivalents on hand as of April 29,
2005 of C$210,000 million could be insufficient to meet its
committed cash obligations and expected level of expenses incurred
during the fourth quarter of fiscal 2005. Except for the $2.5
million financing transaction mentioned above, no agreements with
potential lenders or investors have been reached yet.  The
Company's ability to continue as a going concern depends on the
financial support of its shareholders or/and on obtaining
financing from other sources and on its capacity to generate
future profits and achieve profitable operations.

During the third quarter of fiscal 2005, the Company initiated
additional cost control measures, including a temporary decrease
of its headcount.  It also maintained salary reductions initially
implemented in fiscal 2003 for executive officers and certain
employees.  Finally, the Company has continued its efforts to
schedule or reschedule payments due to certain vendors.

The Company has essentially completed its restructuring actions
but continues to evaluate the remaining restructuring reserves at
the end of each reporting period.  There may be additional charges
or reversals, since the restructuring program is requiring
accounting estimates.  Actual costs have differed from estimated
amounts in the past.  A net reversal of C$63,000 was recognized in
the third quarter and first nine months of fiscal 2005 and is
primarily related to negotiated settlements for lower amounts than
originally planned on certain facilities.

The number of issued and outstanding shares as at April 29, 2005
was 42,574,504.

For the third quarter of fiscal 2005, cash and cash equivalents
increased by C$210,000, mainly attributable to the cash provided
by financing activities of C$1.13 million, net of the cash used by
operating activities of C$890,000.  As at April 29, 2005, the
Company's working capital deficiency was C$3.05 million.


                       About the Company

NHC Communications Inc. is a leading provider of products and
services enabling the management of voice and data communications
for telecommunication service providers.  NHC's ControlPoint(R)
solutions utilize a high-performance software driven Element
Management System (EMS) controlling an automated, true any-to-any
copper cross-connect switch, to enable incumbent local exchange
carriers (ILECs) and other service providers to remotely perform
the four key tasks that historically have required manual on-site
management.  These four tasks fundamental to all operations are
loop qualification, deployment and provisioning, fallback
switching and service migration of Voice and Data services
including DSL and T1/E1.  Using ControlPoint(R), NHC's customers
avoid the risk of human error and dramatically reduce labour and
operating costs.  NHC maintains offices in Montreal, Quebec and
Paris, France, and with local representation in the United States.
"ControlPoint(R)" is a registered trademark of NHC Communications
Inc. NHC may be contacted through its web site at
http://www.nhc.com/

At Apr. 29, 2005, NHC Communications Inc.'s balance sheet showed a
C$3,457,000 stockholders' deficit, compared to a C$6,140,000
deficit at Jul. 30, 2004.


NORVERGENCE: Michigan AG Settles Fraud Claims with Finance Cos.
---------------------------------------------------------------
Attorney General Mike Cox and the Attorneys General from 19 other
states and the District of Columbia have reached settlements with
three financing companies in connection with a widespread
telecommunications fraud involving NorVergence, Inc., a bankrupt
New Jersey-based telephone equipment and service company.

In the settlements, CIT Group/Equipment Financing, Inc., Lyon
Financial Services d/b/a U.S. Bancorp Business Equipment Finance
Group, and Wells Fargo Financial Leasing, Inc., will collectively
refund or not collect more than $24 million in rental payments
from consumers according to the following formula:

   * CIT:  $8.83 million not collected, 496 contracts affected,
           10 states.

   * USB:  $7.9 million not collected, 366 contracts affected,
           18 states.

   * WFFL: $7.3 million not collected, 261 contracts affected,
           20 states.

"Many Michigan small business owners were victimized by
NorVergence's bogus promises, and then suffered again when
financing companies tried to collect for services that were not
being received," said Mr. Cox.  "I am pleased that CIT, USB, and
WFFL have agreed to forgive the bulk of the outstanding balances
on their NorVergence contracts.  These settlements will offer
resolution to affected small businesses that were struggling to
meet dead-end obligations, including some that were sued for
payment in courts in Minnesota and Iowa."

CIT, USB, and WFFL are three of approximately 40 financing
companies involved with the financing of telecommunication
services through the rental of data routers that NorVergence
called the Matrix box.  NorVergence enticed small business
customers to enter into rental agreements for a Matrix box that
purported to provide telecommunications services by false claims
of dramatic savings.  While the rental agreements were typically
for three to five years with payments of $500 - $2,000 per month,
the market price of the Matrix box was no more than $1,500.  After
securing contracts with businesses, NorVergence sold the rental
agreements to different finance companies, including CIT, USB, and
WFFL.

When NorVergence was forced into bankruptcy in June 2004, its
customers were left without service but the finance companies,
including CIT, USB, and WFFL, maintained that customers were still
responsible for the five-year rental agreement payments.
Customers who did not pay faced being sued or threatened with
suits by USB and WFFL in the states in which they have their
corporate headquarters, in most cases, a distant and inconvenient
forum for the NorVergence customers.

All consumers who signed agreements with NorVergence that were
bought by CIT, USB, or WFFL or signed NorVergence agreements
directly with CIT, USB, or WFFL, will receive a notice in the mail
regarding the opportunity to participate in the settlement.  To
accept the settlement offer, consumers must follow instructions
contained in the notice.  Also, any consumer that previously
settled with the three companies regarding NorVergence service can
opt to receive the same or substantially the same terms of this
settlement, if they choose.

During 2003 and 2004, the Consumer Protection Division collected
more than $600 million on behalf of Michigan.  In 2004, the
Division stopped more than $400 million in utility rate increases
and responded to more than 102,000 consumer complaints.

A copy of the settlements with CIT, USB, and WFFL can be viewed at
the Attorney General's Web site at http://tinyurl.com/b8fbb

Headquartered in Newark, New Jersey, NorVergence, Inc., is a
reseller of wireless telecommunications services.  The Company
filed a chapter 11 petition on June 30, 2004 (Bankr. D. N.J.
04-32079).  The Court converted the Debtor's chapter 11 case to a
chapter 7 proceeding at the behest of the Company's creditors.
Popular Leasing USA, Inc., OFC Capital, a Division of ALFA
Financial Corp., and Partners Equity Capital Company, LLC,
asserted total claims amounting to $1.3 million.  Inez M.
Markovich, Esq., and Peter J. Deeb, Esq., at Frey, Petrakis, Deeb,
Blum, Briggs et al., represents the Petitioners in their
restructuring efforts.

The Company closed its stores located at 550 and 570 Broad St. and
laid off all of its employees.  This followed 1,300 firings
earlier in July 2004.


ONE PRICE: Judge Blackshear Converts Case to Chap. 7 Liquidation
----------------------------------------------------------------
The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York converted the chapter 11
proceedings of One Price Clothing Stores, Inc., and its debtor-
affiliates upon the request of the Debtors' chapter 11 Trustee,
Kenneth Silverman, Esq., at Silverman Perlstein & Acampora, LLP.

On August 13, 2004, Mr. Silverman was appointed as chapter 11
Trustee and took over the Debtors' businesses.

Mr. Silverman related that the Debtors have ceased operations and
sold substantially all of their assets.  At this point, what
remains of the estates are various potential lawsuits against
insiders and third parties, avoidance actions and the collection
of accounts receivable.  Mr. Silverman told Judge Blackshear there
is no remaining business to reorganize.

Mr. Silverman pointed out that continuing the cases under chapter
11 will result in losses or diminution of the estates due to
professional fees accruing and expenses arising from the drafting
of a liquidating plan.  Mr. Silverman disclosed that the current
administrative burden on the estates exceeds $3 million.

Mr. Silverman believes that it is more economical and efficient
for the estates to be administered under chapter 7 of the
bankruptcy code.

Headquartered in Duncan, South Carolina, One Price Clothing
Stores, Inc. -- http://www.oneprice.com/-- operates a chain of
off price specialty retail stores.  These stores offer a wide
variety of contemporary, in-season apparel and accessories for the
entire family.  The Company, together with its two affiliates,
filed for chapter 11 protection on February 9, 2004 (Bankr.
S.D.N.Y. Case No. 04-40329).  Neil E. Herman, Esq., at Morgan,
Lewis & Bockius, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $110,103,157 in total assets and $112,774,600
in total debts.


OPTION ONE: Moody's Reviews Class B Cert. Ba1 Rating & May Upgrade
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade thirty certificates from twelve deals originated by Option
One Mortgage Corporation.  The transactions, issued in 2000-2002,
are backed by first and second lien adjustable- and fixed-rate
subprime mortgage loans.  The certificates are being placed on
review for upgrade based on the level of credit enhancement
provided by:

   * the excess spread,
   * overcollateralization, and
   * subordination.

The projected pipeline losses are not expected to significantly
affect the credit support for these certificates.  The seasoning
of the loans and low pool factor reduces loss volatility.

The most subordinate classes from two Option One Mortgage Loan
Trust deals, Series 2000-3 and 2001-1, are placed on review for
possible downgrade.  The review was prompted by existing credit
enhancement levels being low given the current projected losses on
the underlying pool.  The transaction has taken losses and
pipeline loss could cause eventual erosion of the
overcollateralization.

Moody's complete rating actions are:

Review for upgrade:

Issuer: Option One Mortgage Loan Trust

   * Series 2000-3; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2001-3; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2001-3; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2001-3; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-1; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-2; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-2; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-3; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-4; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-4; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-5; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-5; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-6; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-6; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-6; Class M4, current rating Baa3, under review
     for possible upgrade

Issuer: MASTR Asset Backed Securities Trust

   * Series 2002-OPT1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-OPT1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-OPT1; Class M3, current rating Baa1, under review
     for possible upgrade

   * Series 2002-OPT1; Class M4, current rating Baa2, under review
     for possible upgrade

Issuer: ABFC 2002-OPT1 Trust

   * Series 2002-OPT1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-OPT1; Class M2, current rating Aa3, under review
     for possible upgrade

   * Series 2002-OPT1; Class B, current rating Ba1, under review
     for possible upgrade

Issuer: Merrill Lynch Mortgage Investors Trust

   * Series 2002-HE1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-HE1; Class B, current rating Baa2, under review
     for possible upgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2002-OP1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-OP1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-OP1; Class B1, current rating Baa2, under review
     for possible upgrade

   * Series 2002-OP1; Class B2, current rating Baa3, under review
     for possible upgrade

Review for downgrade:

Issuer: Option One Mortgage Loan Trust

   * Series 2000-3; Class M3, current rating Baa2, under review
     for possible downgrade

   * Series 2001-1; Class M2, current rating A2, under review for
     possible downgrade


OPTINREALBIG.COM: U.S. Trustee Unable to Form Creditors' Committee
------------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 19, told
the U.S. Bankruptcy Court for the District of Colorado, that there
were too few unsecured creditors willing to serve on an official
Creditors' Committee in OptinRealBig.com, LLC's chapter 11
proceedings.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


PASADENA GATEWAY: Hires Millard Johnson as Special Counsel
----------------------------------------------------------
Pasadena Gateway Venture, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for permission
to employ Millard A. Johnson, Esq., and the law firm of Johnson
DeLuca Kennedy & Kuriskey, P.C., as special counsel in its chapter
11 case, nunc pro tunc to April 3, 2005.

The Debtor wants to hire Mr. Johnson because of his substantial
knowledge of the claims in dispute or anticipated to be in dispute
in the Debtor's bankruptcy case.

As special counsel, Mr. Johnson will:

     a) assist in the preparation of memoranda and other
        pleadings to the Court for matters involving state law,
        real estate issues and participate in litigation brought
        to determine ownership and lien claims; and

     b) aid in pursuing litigation adversely affecting Debtor's
        ownership of its real property.

The Firm's professionals will charge the Debtor based on these
hourly rates:

        Designation                  Rate
        -----------                  ----
        Partners                     $340
        Associates                   $220
        Paraprofessionals            $120

To the best of the Debtor's knowledge, Mr. Johnson is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  Marilee A Madan, Esq., at Russell & Madan,
P.C., represents the Debtor.  When the Debtor filed for protection
from its creditors, it reported estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


PENTON MEDIA: Financial Report Filing Cues S&P to Remove Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Penton
Media Inc., including its 'CCC' corporate credit rating, and
removed all of its ratings on the company from CreditWatch, where
they were placed with negative implications on March 30,
2005.

"These rating actions reflect restoration of Penton's borrowing
access on its revolving credit facility following the filing of
its year-end and first-quarter financial statements," said
Standard & Poor's credit analyst Steve Wilkinson.

The Cleveland, Ohio-based business-to-business media company had
$327 million in debt and $69 million in debt-like preferred stock
as of March 31, 2005.  The outlook is negative.

The very low speculative-grade rating on Penton reflects its
uncertain ability to continue to meet its operating and financial
obligations beyond the near term, given its limited liquidity and
significant discretionary cash flow deficits.

Penton's operating results have contracted dramatically since 2000
due to the collapse of certain technology end markets and
difficult conditions in other important industry sectors that it
serves.  While Penton's profitability has rebounded somewhat over
the past two years from severely depressed levels in 2002, the
company's EBITDA (before certain nonrecurring costs) remains more
than 60% below 2000's level.  Penton's ability to grow its EBITDA
to support its capital structure remains uncertain due to ongoing
weak industry operating conditions, especially in publishing,
which accounts for two-thirds of Penton's revenue.  In addition,
Penton's ability to meaningfully cut costs further is
questionable, given the severe cost reductions already taken.

Key credit measures remain very strained, despite a slight
earnings improvement.  For the 12 months ended March 31, 2005,
debt to EBITDA was very high at 9.1x and higher still, at 11.1x,
when its pay-in-kind preferred stock is included.  While Penton's
EBITDA coverage of interest expense has improved, it remains
fractional, at 0.9x, and the company continues to incur large
discretionary cash flow losses.


PHH MORTGAGE: Fitch Rates $220,373 Private Class B-5 Certs. at B
----------------------------------------------------------------
PHH Mortgage Capital LLC (PHHMC) mortgage pass-through
certificates are rated by Fitch:

   -- $109,966,267 series 2005-3 classes A-1 through A-7, R-I and
      R-II certificates (senior certificates) 'AAA'

In addition, Fitch rates these:

   -- $7,547,785 privately offered class B-1 certificates 'AA';
   -- $716,213 privately offered class B-2 certificates 'A';
   -- $385,653 privately offered class B-3 certificates 'BBB';
   -- $275,467 privately offered class B-4 certificates 'BB';
   -- $220,373 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 8.50%
subordination provided by:

               * the 6.85% class B-1,
               * the 0.65% class B-2,
               * the 0.35% class B-3,
               * the 0.25% class B-4,
               * the 0.20% class B-5, and
               * the 0.20% privately offered class B-6 (not rated
                 by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 199 one- to four-family conventional, 30-
year and 15-year fixed-rate mortgage loans secured by first liens
on residential mortgage properties.  As of the cut-off date (May
1, 2005), the mortgage pool has an aggregate principal balance of
approximately $110,186,640, a weighted average original loan-to-
value ratio of 68.57%, a weighted average coupon of 5.782%, a
weighted average remaining term of 336 months, and an average
balance of $554,180.  The loans are primarily located in
California (20.81%), New Jersey (11.40%), and New York (7.67%).

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

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by PHH
Mortgage Corporation.  Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 6.59% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'Additional Collateral Loans,'
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

Citibank N.A. will serve as Trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


POPE & TALBOT: Moody's Lowers $135M Bond Ratings to B1 from Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Pope & Talbot Inc.'s senior
implied and senior unsecured debt ratings to Ba3 and B1
respectively while leaving the ratings on review for possible
further downgrade.

The rating action is prompted by the combination of three
influences:

   1) negative uncertainty concerning output prices;
   2) elevated input costs; and
   3) a recent debt-financed acquisition.

As a consequence of these items, the magnitude of the company's
profit margins is a source of significant uncertainty, and, in
turn, so too is the cash flow stream as a proportion of debt.
Subsequent to the downgrade to the Ba3 senior implied and B1
senior unsecured ratings' levels, there is still the potential of
Pope & Talbot's average through the cycle credit protection
measures being less than those appropriate for the ratings.
Accordingly, Pope & Talbot's ratings remain under review for
possible downgrade pending conclusion of Moody's assessment of
this risk, which is anticipated within 90-to-120 days.

Ratings downgraded and remaining under review for possible
downgrade:

   * Senior Implied: to Ba3 from Ba2

   * $75.0 million 8.375% senior unsecured debentures due June 1,
     2013: to B1 from Ba3

   * $60.0 million 8.375% senior unsecured notes due June 1, 2013:
     to B1 from Ba3

   * Issuer: to B1 from Ba3

As noted above, the rating action is prompted by the combination
of three influences.  With the nearly three year commodity price
trough, Pope & Talbot has not been able to consistently generate
sufficient cash flow to cover all of its operating, capital and
acquisition activities.  The company experienced negative Free
Cash Flow in each of 2001, 2002 and 2003 before recovering in
2004.  At this juncture, it is unclear whether 2005 will be FCF
positive.  While softwood pulp and lumber prices have increased
from cyclical lows, the pulp market is encountering softness and
the lumber market may be vulnerable to a near term retreat from
recent highs.  There is therefore strong potential of near term
revenues declining from levels observed in recent quarters.

Secondly, ongoing input cost pressure has increased unit costs for
all producers.  It seems unlikely that costs for energy, fiber and
chemicals will decrease substantially for the foreseeable future
and it is therefore not clear that this pressure will abate, even
as output prices potentially decline.  Should input costs prove to
be permanently elevated, pressure on margins will persist.

Lastly, on April 25, 2005, Pope & Talbot announced the completion
of its' acquisition of the Fort St. James, British Columbia,
sawmill from Canfor Corporation for $37 million.  With debt
increasing by approximately 15% while annualized cash flow
increases by a smaller proportion, leverage to cash flow increases
somewhat as a consequence of the acquisition.  When combined with
the ongoing profit margin uncertainty, Moody's is of the view that
an adjustment of the company's debt ratings is warranted.  With
Pope & Talbot's bank credit facility and certain capital lease
obligations benefiting from security positions that create a prior
claim on virtually all of the company's property, the rating on
the company's senior unsecured notes is notched down from the Ba3
senior implied rating level to B1.

However, even at the Ba3 senior implied and B1 senior unsecured
ratings' levels, there is still the potential of Pope & Talbot's
average through the cycle credit protection measures being less
than those appropriate for the ratings.  Accordingly, Pope &
Talbot's ratings remain under review for possible downgrade
pending conclusion of Moody's assessment of this risk.  The
assessment is expected to be completed within 90-to-120 days.

Pope & Talbot's liquidity arrangements are adequate for its needs.
Liquidity is provided from three sources:

a) a C$150.0 million Canadian revolving bank line;

b) a US$25.0 million revolving line of credit; and

c) a US$35 million off-balance sheet evergreen Accounts Receivable
   securitization program.

Moody's estimates the company had approximately US$87 million of
available liquidity at March 31st.  The C$150 million line of
credit consists of two extendable revolving credit facilities.
Drawings are convertible into term loans if the revolving periods
(through July 31, 2005) are not extended.  The line is secured by
the Company's Canadian pulp mill land, equipment and certain
inventory and accounts receivable.  Financial covenants include a
maximum leverage ratio, net worth test and minimum interest
coverage ratio.

In March 2004, the Company implemented a new three-year
US$25 million agreement to support US-based operations.  Security
includes certain accounts receivable and inventories.

At March 31, 2005, the company was in compliance with covenants
for its respective credit facilities, and given expected financial
performance over the near term, continued compliance is
anticipated.

Under the current circumstance, a ratings upgrade is unlikely.
Should Moody's assessment of Pope & Talbot's cost structure
indicate a permanent impairment of margins such that Moody's view
of average through-the-cycle RCF/Debt is significantly less than
10% with the commensurate FCF/Debt being significantly less than
5%, a ratings downgrade is likely (note that Moody's adjusts for
the impacts of unfunded pension obligations, estimated "permanent"
operating leases, and off-Balance Sheet Accounts Receivable
securitization programs when calculated debt and cash flow).  A
material deterioration in the company's liquidity arrangements
would also result in a ratings' action.

Pope & Talbot, Inc. is headquartered in Portland, Oregon, and
produces pulp and wood products with manufacturing facilities in
the northwestern United States and western Canada.


RADNOR HOLDINGS: Poor Performance Prompts Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Radnor
Holdings Corporation due to lingering concern regarding the
prolonged depression of its financial and operating performance
and the rating agencies' view of run rate financials, which are
likely to remain weak relative to the company's sizable
obligations.  The ratings acknowledge management's commitment and
ongoing efforts to improve liquidity (approximately $19 million
recently received from the divestiture of an investment), to
reduce costs, and to lower financial leverage.  The ratings are
supported by continued volume growth.

The ratings reflect the cumulative effect of rapidly increasing
resin and other operating costs on Radnor's financial profile,
which has sustained material erosion and liquidity pressures.  For
the twelve months ended April 1, 2005, Radnor had deficit free
cash flow, breakeven EBIT, very high financial leverage with debt
accounting for roughly 65% of total revenue (approaching 10 times
EBITDA), and EBIT is insufficient to cover interest expense.

The downgrades reflect the immediacy for liquidity enhancement,
which if achieved, should preclude further lowering of the
ratings.  While the recent abatement in raw material costs should
result in improved performance for Radnor, concern remains about
the sustainability of margins.  The ratings outlook remains
negative and could stabilize if there is:

   * meaningful and permanent reduction in financial leverage;
   * enhanced liquidity; and
   * sustained improvement in free cash flow.

Moody's downgraded these ratings for Radnor:

   -- $70 million floating rate senior secured note, due 2009,
      lowered to Caa1 from B3

   -- $135 million 11% senior unsecured note, due 2010, lowered to
      Caa3 from Caa1

   -- Senior implied rating lowered to Caa1 from B3

   -- Senior unsecured issuer rating (non-guaranteed exposure),
      lowered to Ca from Caa2

The ratings outlook remains negative.

The Caa1 rating for the senior secured note reflects its priority
position in Radnor's impaired capital structure.  The rating also
denotes the possibility of modest loss in recovery under a
distress scenario giving consideration to outstandings under the
existing $75 million asset based revolver (not rated by Moody's),
as well as to other senior secured obligations (e.g. capital
leases).

Lowering the rating of the guaranteed senior unsecured notes to
Caa3 from Caa1 reflects the effective subordination to a sizable
amount of secured debt at Radnor and at foreign subsidiaries.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
is a global manufacturer and distributor of specialty chemical,
foam, and plastic packaging products for the foodservice,
insulation, and packaging industries.  For the twelve months ended
April 1, 2005, revenue was approximately $460 million.


RAMP CORP: Delays Form 10-Q Filing Following Auditor Resignation
----------------------------------------------------------------
Ramp Corporation (Amex: RCO) disclosed that on May 21, 2005, BDO
Seidman informed the Company of its resignation as the Company's
independent registered accounting firm, and advised the Company
that its audit reports with respect to the years ended Dec. 31,
2004, and 2003, could not be relied upon.  BDO Seidman did not
specifically indicate reasons for its resignation.

The Company's audit committee has not discussed with BDO Seidman
the matters concerning their resignation.  As a result, the
Company notified the AMEX of its inability to timely file its Form
10-Q for the quarter ended March 31, 2005.  AMEX rules require
timely filing of all SEC periodic reports of a company's
securities to remain listed.  The Company is working to complete
and file the March 31 10-Q as soon as possible in order to comply
with AMEX rules.

                           Default

The Company's failure to file its 10-Q report constitutes an event
of default under securities purchase agreements that it entered
into in January and March 2005.  As a result of such default, the
holders of debentures issued under these agreements may declare
the total amount issued to become due and payable.  The Company's
payment of such outstanding principal amount would have a material
adverse effect upon the Company's financial condition.

In addition, as a result of the Company's failure to timely file
the March 31, 2005 10-Q, the Company will be ineligible for at
least one year to register its securities with the SEC under Form
S-3.  This could potentially lead the Company to owe monthly
liquidated damages based on outstanding principal amount provided
under these securities purchase agreements from May 18, 2005,
until such registration statement is filed, and for the period
from Aug. 11, 2005, until such registration statement is declared
effective.  The Company's payment of such penalty would have a
material adverse effect on the Company's financial condition.

                     Management Changes

On May 22, 2005, the Company's board of directors suspended the
employment of Andrew Brown as President and Chief Executive
Officer effective immediately.  The Company's board of directors
is conducting an investigation based upon information provided by
Mr. Brown On May 16, 2005, that in December 2003, he received an
unsolicited gift from an individual who has acted as an advisor to
several of the Company's investors.  Mr. Brown stated that he knew
he should not keep the gift, and accordingly, he discarded it
within several days after having received it.  Mr. Brown further
advised the board that the donor never asked him to do or refrain
from doing anything and that the gift did not influence any
actions that he has taken in any capacity as an officer or
director of the Company.

On May 22, 2005, Mr. Brown resigned as Chairman of the Company at
the request of the Company's independent directors.  To fill the
vacancy left by Mr. Brown's departure as Chairman, the Company
elected Anthony Soich, a director of the Company since June 2004,
to serve as its new Chairman.  The Company will continue to retain
Mr. Brown as a consultant pending the conclusion of its
investigation.  Mr. Ronald Munkittrick, current Chief Financial
Officer, was appointed as Acting CEO, and will continue to serve
as the Company's CFO, a position he has held since October 12,
2004.

On May 22, 2005, at a meeting held by the Company's board of
directors, the board voted to explore the possibility of selling
the Company or one or more of its lines of business or seeking a
merger partner.  The board is currently in the process of
contacting suitable investment banking firms for assistance.

Ramp Corporation -- http://www.Ramp.com/-- through its wholly
owned HealthRamp subsidiary, develops and markets the CareGiver
and CarePoint suite of technologies.  CareGiver enables long term
care facility staff to easily place orders for drugs, treatments
and supplies from a wireless handheld PDA or desktop web browser.
CarePoint enables electronic prescribing, lab orders and results,
Internet-based communication, data integration, and transaction
processing over a handheld device or browser, at the point-of-
care. HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
BDO Seidman, LLP, expressed substantial doubt about Ramp
Corporation's ability to continue as a going concern after it
completed an audit of the company's financial statements for the
fiscal year ended Dec. 31, 2004.  The Company's independent
auditors issued the going concern qualification due to the
Company's recurring operating losses.  The Company has had a going
concern opinion each year for the past 3 years.

"The Company has incurred operating losses for the past several
years, the majority of which are related to the development of the
Company's healthcare connectivity technology and related marketing
efforts," Ramp disclosed in its Annual Report.  "These losses have
produced operating cash flow deficiencies, and negative working
capital."

At Dec. 31, 2004, Ramp Corporation's balance sheet showed a
$3,229,000 stockholders' deficit, compared to $5,997,000 of
positive equity at Dec. 31, 2003.


ROCK 2001-C1: Moody's Junks $4.54 Million Class N Certificate
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of two classes and affirmed the ratings of
nine classes of ROCK 2001-C1, Series 2001-C1 Commercial Mortgage
Pass-Through Certificates as:

   -- Class A-1, $126,055,327, Fixed, affirmed at Aaa
   -- Class A-2, $536,065,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, Floating, affirmed at Aaa
   -- Class X-2, Notional, Floating, affirmed at Aaa
   -- Class B, $27,247,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $38,600,000, Fixed, upgraded to A1 from A2
   -- Class D, $9,083,000, Fixed, upgraded to A2 from A3
   -- Class E, $11,353,000, WAC, upgraded to A3 from Baa1
   -- Class F, $15,849,000, WAC, upgraded to Baa1 from Baa2
   -- Class G, $13,624,000, WAC, affirmed at Baa3
   -- Class H, $13,623,000, Fixed, affirmed at Ba1
   -- Class J, $22,706,000, Fixed, affirmed at Ba2
   -- Class K, $6,812,000, Fixed, affirmed at Ba3
   -- Class L, $4,541,000, Fixed, affirmed at B1
   -- Class M, $9,083,000, Fixed, downgraded to B3 from B2
   -- Class N, $4,541,000, Fixed, downgraded to Caa2 from B3

As of the May 10, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 6.8% to
$846.8 million from $908.2 million at securitization.  The
Certificates are collateralized by 116 mortgage loans.  The loans
range in size from less than 1.0% to 10.7% of the pool, with the
top ten loans representing 45.5% of the pool.

The pool includes one investment grade shadow rated loan
representing 10.7% of the outstanding loan balance.  Six loans
have defeased, including two of the top five loans -- Two Chase
Manhattan Plaza ($67.2 million - 7.9%) and Ohana Waikiki Tower
($21.6 million - 2.5%).  The defeased loans represent 14.6% of the
pool.  Two loans have been liquidated from the trust resulting in
realized losses of approximately $3.8 million.

Currently there are no loans in special servicing.  Nineteen
loans, representing 15.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with partial or full year 2004 operating
results for 93.3% of the performing loans.  Moody's loan to value
ratio for the conduit component is 87.0%, compared to 84.9% at
securitization.  The upgrade of Classes B, C, D, E and F is due
largely to increased subordination levels and a high percentage of
defeased loans.  The downgrade of Classes M and N is due to LTV
dispersion and realized losses from the specially serviced loans.

Based on Moody's analysis, 15.1% of the conduit pool has a LTV
greater than 100.0%, compared to 0.0% at securitization.  Eight
loans, representing 9.5% of the pool, have debt service coverage
of 0.9x or less based on the borrowers' reported operating
performance and the actual loan constant.

The largest loan in the pool is the RREEF Portfolio Loan
($91.0 million - 10.7%), an A Note secured by nine properties
totaling 3.7 million square feet.  The properties include:

   * multifamily (179 units),
   * retail (2),
   * office and industrial (5) and are located in six states.

The portfolio's performance has been stable since securitization.
The B Note amounts to approximately $64.4 million and is held
outside of the trust.  The loan is shadow rated Aaa, the same as
at securitization.

The three largest conduit exposures represent 10.5% of the pool.
The largest conduit exposure is the Towerpoint/Good Life Loans
($39.0 million - 4.6%), which consists of two cross collateralized
loans secured by two manufactured housing communities located in
Mesa, Arizona.  The two communities contain 2,292 pads.  Each
community has a full range of amenities, including a library,
computer center, ballroom/auditorium and two swimming pools.
Financial performance has been stable since securitization.
Moody's LTV is 90.0%, compared to 92.1% at securitization.

The second largest conduit loan is the IDT Building Loan
($28.4 million - 3.4%), which is secured by a 144,000 square foot
office building located in downtown Newark, New Jersey.  The
property serves as the corporate headquarters of IDT Corporation
and is 100.0% leased to IDT under a 20-year lease expiring in
March 2020.  The loan has a 20-year term and a 25-year
amortization schedule.  Moody's LTV is 88.9%, compared to 93.7% at
securitization.

The third largest conduit loan is the Gables Stonebridge
Apartments Loan ($21.5 million - 2.5%), which is secured by a
500-unit Class A garden style multifamily property located in
suburban Memphis, Tennessee.  The improvements were constructed
between 1994 and 1996 and contain a full range of amenities.
Performance has declined since securitization due to weak market
conditions and higher expenses.  The property is 84.0% occupied,
compared to 93.8% at securitization.  Moody's LTV is in excess of
100.0%, compared to 90.0% at securitization.

The pool's collateral is a mix of:

   * multifamily (28.1%),
   * office (21.1%),
   * retail (17.6%),
   * U.S. Government securities (14.6%),
   * industrial and self storage (13.8%) and
   * lodging (4.8%).

The collateral properties are located in 29 states plus
Washington, D.C.  The highest state concentrations are:

   * California (14.0%),
   * Florida (9.3%),
   * Tennessee (6.4%),
   * Arizona (5.5%) and
   * Ohio (5.0%).

All of the loans are fixed rate.


ROYAL GROUP: Shareholders Approve Single Class of Voting Shares
---------------------------------------------------------------
Royal Group Technologies Limited (RYG.SV - TSX; RYG - NYSE)
obtained shareholder approval at its May 26, 2005, annual and
special meeting of shareholders for amendments to its articles of
incorporation which will, among other things, collapse the
company's dual-class capital structure.  Following the effective
date of the amendments, the company will have only one class of
voting common shares.

Holders of all outstanding multiple voting shares, including the
company's controlling shareholder, Mr. Vic De Zen, have agreed to
convert all such shares to subordinate voting shares.  Upon the
filing of articles of amendment in accordance with the special
resolution, all outstanding subordinate voting shares will be
designated common shares.  Delivery of subordinate voting share
certificates will continue to be good delivery for settlement of
trades of common shares of the TSX and NYSE.  The company intends
to file the articles of amendment on or about May 31, 2005.

                        About the Company

Royal Group Technologies Limited is a manufacturer of innovative,
polymer-based home improvement, consumer and construction
products. The company has extensive vertical integration, with
operations dedicated to provision of materials, machinery,
tooling, real estate and transportation services to its plants
producing finished products. Royal Group's manufacturing
facilities are primarily located throughout North America, with
international operations in South America, Europe and Asia.
Additional investment information is available on Royal Group's
web site at www.royalgrouptech.com under the "Investor Relations"
section.

                       About the Company

Royal Group Technologies Limited -- http://www.royalgrouptech.com/
-- is a manufacturer of innovative, polymer-based home
improvement, consumer and construction products.  The company has
extensive vertical integration, with operations dedicated to
provision of materials, machinery, tooling, real estate and
transportation services to its plants producing finished products.
Royal Group's manufacturing facilities are primarily located
throughout North America, with international operations in South
America, Europe and Asia.

                        *      *      *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Royal Group
Technologies Ltd. to 'BB' from 'BBB-'.  At the same time, Standard
& Poor's removed its ratings on Royal Group from CreditWatch,
where they were placed with negative implications Oct. 15, 2004.
The outlook is currently negative.

The ratings reflect a transitioning management team, and short-
term problems such as weak liquidity, weak internal controls, and
near-term refinancing requirements.  The ratings also reflect
longer-term issues such as weakening profitability and a low
return on capital.  These risks are partially offset by the
company's adequate annualized cash flow protection and moderate
leverage.

"Although the moderate debt leverage, steady free cash flow
generation, and an underlying solid business profile have
supported the ratings through a very difficult year, we now
believe that the distractions caused by the criminal
investigations and governance problems have resulted in (and
exposed) both short- and long-term problems," said Standard &
Poor's credit analyst Daniel Parker.  "Accordingly, the overall
business and financial profile do not currently support an
investment-grade rating," added Mr. Parker.

Despite significant improvement with regards to corporate
governance, the company is still in transition as it seeks to hire
a permanent chief executive officer and chief financial officer.
The company has also proposed five new independent candidates to
join the board following its annual general meeting.  S&P believes
it will take at least several quarters before new management and
the board decide on any major strategic decisions, and before new
management would be able to learn the business.  The company has
multiple business lines and requires a continued focus on
efficiencies and operations to maintain its competitive position.
In addition, the required initiatives to address the short-term
issues could take at least several quarters.

The outlook is negative.  If the company does not address its weak
liquidity and inefficient debt structure in the next eight months,
the ratings could be lowered further.  The current ratings can
tolerate weak profitability and cash flow in the medium term, but
only under the assumption that financial performance trends will
not further deteriorate.

Standard & Poor's believes profitability will be hampered by:

    (1) high resin prices,

    (2) a strong Canadian dollar, and

    (3) the potentially negative effects of rising interest rates
        on the housing and home renovation markets.


SATELITES MEXICANOS: Evaluates Options After Involuntary Petition
-----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. (Satmex) received notification
that certain of its creditors had filed a chapter 11 involuntary
petition in the U.S. Bankruptcy Court for the Southern District of
New York seeking a financial reorganization.

A summary of that involuntary petition appeared in the Troubled
Company Reporter on Friday, May 27, 2005.

Satmex expected this filing as one of several likely scenarios.
The company is currently evaluating its options and will respond
appropriately in the near term.

Satmex intends to maintain continuous communication with its
counterparties during this process with the objective of working
collaboratively toward an equitable and just solution to its
financial situation.

Satmex has explained the steps it has taken to its customer base,
in anticipation of this possibility, ensuring the continuity of
the company's world-class customer service and of day-to-day
operations.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.,
derives over 50% of its revenues from United States business, and
all of the Company's over US$500 million in debt was issued in the
United States and is governed by New York law.  The Company's
largest shareholder, Loral Space & Communications Ltd., is a
United States public company also undergoing a Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.  The Company is forced into chapter 11 by
three noteholders on May 25, 2005 (Bankr. S.D.N.Y. Case No.
05-13862).  The noteholders are represented by Wilmer Cutler
Pickering Hale and Dorr LLP and Akin Gump Strauss Hauer & Feld
LLP.

Under U.S. bankruptcy law, Satmex has 20 days to respond to the
involuntary petition, during which time the Company is entitled to
operate its business in the ordinary course.  In the event that
the Company or another party contests the involuntary petition, it
will be up to the Bankruptcy Court to determine whether the
Chapter 11 reorganization will proceed.


SCIENTIFIC LEARNING: Mar. 31 Balance Sheet Upside-Down by $6.6M
---------------------------------------------------------------
Scientific Learning (NASDAQ: SCILE) reported its revenue for the
quarter ended March 31, 2005 was $10.2 million, compared to $7
million for the quarter ended March 31, 2004, an increase of 46%.

Deferred revenue totaled $20.3 million at quarter-end, an increase
of 20%, compared to $16.9 million on March 31, 2004.

"As expected, first quarter revenue grew strongly due to a
combination of customer demand for our products, as well as the
strategic pricing change we implemented late in the fourth
quarter," said Robert C. Bowen, Chairman and CEO of Scientific
Learning.  "As previously discussed, this change resulted in
recognition of most of the product revenue from perpetual licenses
at delivery.  In addition, first quarter revenue benefited from
sales made in previous years that are being recognized into
revenue over time."

"K-12 sales increased 6% in the quarter.  This is consistent with
our guidance for a tough first half comparison after 55% growth in
the first half of 2004.  We remain confident about our prospects
for the year," said Mr. Bowen.  "One of our strategic objectives
is to increase the average size of our sales, and we continue to
make progress on that goal.  During the quarter, we made ten sales
over $100,000, compared to four in the first quarter of 2004."

Gross margins increased to 82% in the first quarter of 2005,
compared to 78% in the same quarter of 2004.  Gross margins
improved due to an increase in service and support margins and to
a higher proportion of product revenue.

Operating expenses in the first quarter of 2005 increased 26% and
totaled $7.2 million, compared to $5.7 million in the first
quarter of 2004.  The major factors were an increase in sales
staff, increased marketing expense and additional accounting
costs.

Operating profit for the quarter was $1.2 million, compared to a
loss of $246,000 in the first quarter of 2004.

The net profit for the quarter was $1.3 million, compared to a net
loss of $290,000.

Cash and equivalents totaled $6.8 million on March 31, 2005,
compared to $3.1 million on March 31, 2004.  Accounts receivable
totaled $3.7 million at quarter end, compared to $4.5 million on
March 31, 2004.

               Balance Sheet Reclassification

On May 26, 2005, the Company filed a Form 10-K/A for the year
ended December 31, 2004 to restate its balance sheet at Dec. 31,
2004.

During the first quarter review, the Company determined that it
had misclassified some deferred revenue as long-term deferred
revenue, which should have been classified as current deferred
revenue.  The misclassification relates primarily to a contract
that was signed in June 2004.  There was no change in total
deferred revenue.  Because of this restatement, investors should
not rely upon the earlier filed balance sheets for the periods
ended June 30, September 30 and December 31, 2004.

At December 31, 2004, the amount reclassified was $4.9 million.
Current deferred revenue at December 31, 2004 was $20.0 million,
compared to $15.1 million as previously reported.

As a result of this classification error, and the earlier error in
the Company's revenue recognition practices that led to the
restatement of the Company's financial statements for 2000 through
June 30, 2004, the Company's management and Board have concluded
that there is a material weakness in the Company's internal
control.  To correct this weakness, the Company has added
accounting staff, has engaged a revenue recognition accounting
expert on a consulting basis and is in the process of evaluating
what additional changes should be made in its controls and
procedures.  Scientific Learning is committed to implementing
changes in its procedures and controls that will correct this
weakness.

                        Business Outlook

"We continue to expect an improvement in the education spending
environment in 2005," said Mr. Bowen.  "In addition, the growing
acceptance of our Fast ForWord(TM) products, new product additions
to our Fast ForWord to Reading line, and a growing sales force
make us optimistic about our growth in 2005 and 2006.  We expect
booked sales will grow in the range of 15% to 25% in 2005 and in
the range of 20% to 30% in 2006."

"We expect 2005 revenue to be above sales in 2005, reflecting the
impact of our strategic pricing change combined with the strong
roll off of deferred revenue from previous years' sales," added
Mr. Bowen.  "In 2006, we expect this relationship to reverse, with
booked sales higher than revenue."

For the year ending December 31, 2005, the Company is increasing
its guidance.  Revenue is expected to be in the range of $48.0 to
$51.0 million, an increase of approximately 55% to 65%.  The
revenue projections include both deferred revenue from previous
sales and the revenue from sales of licenses recognized during the
period of sale.  The Company expects to report a net profit for
2005 between $7.9 million and $8.5 million and primary earnings
per share of $.47 to $.50.

Revenue and earnings growth rates in 2005 are not expected to
continue in 2006. For the year ended December 31, 2006, the
company expects revenue to increase in the range of 10% to 15% and
to achieve an operating margin in the range of 15% to 17%.

The above targets represent the Company's current revenue and
earnings goals as of the date of this release and are based on
information current as of May 26, 2005.  Scientific Learning does
not expect to update the business outlook until the release of its
next quarterly earnings announcement.  However, the Company may
update the business outlook or any portion thereof at any time for
any reason.

                       Delisting Notice

As reported in the Troubled Company Reporter on May 27, 2005,
Scientific Learning received a Staff Determination notice from
the Nasdaq Stock Market on May 24, 2005, stating that the Company
is not in compliance with Nasdaq's Marketplace Rule 4310(c)(14)
because the Company has not yet filed its Report on Form 10-Q for
the quarter ended March 31, 2005. Therefore, the Company's
securities are subject to delisting. However, the Company intends
to request a hearing to review this determination, and the
Company's stock will continue to be listed on the Nasdaq National
Market pending the outcome of the hearing.  At the opening of
business on May 26, 2005, the trading symbol for the Company's
securities was changed from SCIL to SCILE.

The delay in filing the Form 10-Q resulted from a previously
announced error in certain 2004 balance sheets relating to the
classification of deferred revenue.  In preparing the first
quarter 2005 financial statements, the Company's management
determined that the balance sheets at June 30, September 30, and
December 31, 2004 incorrectly classified certain deferred revenue
as long term deferred revenue, when it should have been classified
as current deferred revenue.

                      About the Company

Scientific Learning produces the patented Fast ForWord(TM) family
of products, a series of computer-delivered reading intervention
products that complement reading instruction.  Based on more than
30 years of neuroscience and cognitive research, Fast ForWord
products help children, adolescents, and adults build the
cognitive skills critical for improving reading and language
skills.  For more information about Scientific Learning and its
products, visit our Web sites at
http://www.scientificlearning.com/and
httP://www.brainconnection.com/

At Mar. 31, 2005, Scientific Learning's balance sheet showed a
$6,652,000 stockholders' deficit, compared to a $8,111,000 deficit
at Dec. 31, 2004.


SMC HOLDINGS: Emerges From Chapter 11 Bankruptcy
------------------------------------------------
SMC Holdings Corporation (Smarte Carte) emerged from chapter 11 on
May 26, 2005.  The company's confirmed prepackaged Joint Plan of
Reorganization effectively lowered its debt from $172 million to
$14 million.

                      Review of the Plan

The Plan only impaired two classes of creditors and two classes of
equity holders, namely:

      -- the secured bank claimholders owed $123.7 million;
      -- the senior note claimholders owed $66.9 million;
      -- the SMC Holdings Stockholders; and
      -- the EFA stockholders.

Pursuant to the Plan:

     (i) each secured bank claimholder received a full
         satisfaction of its allowed secured bank claims, and its
         ratable portion of the secured bank allocation of the
         reorganized SC Corp. common stock;

    (ii) each secured bank claim holders, who also holds secured
         bank priming loan claims, were paid in cash the
         amount equal to the claim;

   (iii) each senior noteholder received, in full satisfaction
         of its allowed claim, and its ratable portion of the
         senior note allocation of the reorganized company common
         stock; and

    (iv) equity interest holders in SMC Holdings and EFA didn't
         receive any distributions or retain any of such equity
         interests.

Headquartered in St. Paul, Minnesota, SMC Holdings and its
subsidiaries provide baggage cart, locker and stroller services at
airports, train stations, bus terminals, shopping centers, ski
resorts and entertainment facilities across the world.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Feb. 10, 2005 (Bankr. D. Del. Case No. 05-10395).  Jason M.
Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., and Douglas P. Bartner, Esq., and Michael H. Torkin,
Esq., at Shearman & Sterling, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they estimated more than $100 million in assets and debts.  Judge
Mary F. Walrath confirmed the Debtors First Amended Joint Plan of
Reorganization on April 26, 2005.


SOFTBRANDS INC: May Get $12M Distribution from AremisSoft Trust
---------------------------------------------------------------
SoftBrands, Inc., a global supplier of enterprise application
software, has been informed by counsel to the AremisSoft
Corporation Liquidating Trust that it will likely receive a
distribution from the Trust within the next two months.
SoftBrands is entitled to 10 percent of the net collections by the
Trust, which was established following the AremisSoft bankruptcy.
The Trust has recently reached settlement in one of the actions it
is pursuing and the distribution would be out of the proceeds from
collection of that settlement.  SoftBrands has been advised that
it may receive in excess of $12 million from this distribution.

"This distribution will help propel our strategic product
initiatives in our manufacturing and hospitality businesses,
support our stockholders' equity and place us in a better position
to meet the listing requirements of a national exchange," said
George Ellis, SoftBrands Chairman and Chief Executive officer.

                    About SoftBrands

SoftBrands Inc. -- http://www.softbrands.com/-- supplies
enterprise-wide applications software to clients located
worldwide. The company creates software products that streamline
and enhance an organization's ability to manage and execute
mission-critical functions such as accounting, purchasing,
manufacturing, and customer service.  SoftBrands also offers
software for the hospitality and leisure management industries,
including applications used by spas, hotels, and clubs for
handling reservations, scheduling, and inventory.  The company's
services include consulting, maintenance, and support.  Formed as
a subsidiary of software provider AremisSoft, SoftBrands was spun
off as an independent company after AremisSoft filed for
bankruptcy and transferred the bulk of its operations to
SoftBrands.


SOUTHAVEN POWER: Gets Interim OK on DIP Loan & Cash Collateral Use
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave Southaven Power, LLC, interim authority:

   a) to obtain post-petition financing from Calyon New York
      Branch acting as Administrative Agent for itself and the DIP
      Lenders;

   b) to use Cash Collateral securing repayment of pre-petition
      obligations to the Pre-Petition Senior Lenders; and

   b) to grant adequate protection to the Pre-Petition Senior
      Lenders and the DIP Lenders pursuant to Sections 361, 362,
      363 and 364 of the Bankruptcy Code.

                      Pre-Petition Debt,
               Use of Cash Collateral & DIP Loan

Under the Existing Senior Agreements, the Debtor owes $305,320,137
including interests, fees, expenses, charges and other obligations
to the Pre-Petition Senior Lenders.

The Debtor will use the Pre-Petition Senior Lenders' Cash
Collateral and the DIP Lenders' DIP Loan for the orderly
continuation of its business, to maintain business relationships
with its customers, suppliers and vendors, and to satisfy working
capital and operational needs.

                  DIP Loan & Cash Collateral

The Bankruptcy Court authorizes the Debtor to obtain up to
$5,000,000, plus interests, fees and other expenses under the DIP
Revolving Facility and the DIP Swingline Facility.  The DIP
Revolving Facility and DIP Swingline Facility is governed by the
terms of the Court-approved DIP Credit Agreement between the
Debtor, Calyon New York and the DIP Lenders.

To adequately protect their interests, Calyon New York and the DIP
Lenders are granted valid, binding, continuing, enforceable,
fully-perfected first priority senior security interest and lien
on all of the Debtor's pre-petition and post-petition property.

To adequately protect their interests, the Pre-Petition Senior
Lenders are granted a replacement security interest and lien on
all of the Debtor's Collateral subject and subordinate only to the
security interests and liens granted to Calyon New York and the
DIP Lenders.

The Court will convene a hearing at 2:00 p.m., on June 9, 2005, to
consider the Debtor's request for a final order approving the DIP
Loan and allowing permanent use of the Cash Collateral.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


SOUTHAVEN POWER: Can Continue Hiring Ordinary Course Professionals
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave Southaven Power, LLC, authority to continue to
retain, employ and pay professionals it turns to in the ordinary
course of its business without bringing formal employment
applications to the Court.

In the ordinary course of its business, the Debtor regularly calls
on certain professionals, including attorneys and consultants, to
render a variety of services that are directly related to the
preservation of the value of the Debtor's estate.

The uninterrupted services of the Ordinary Course Professionals
are necessary for the Debtor's continuing operations and its
ability to reorganize.

The Debtor explains that its business operations would be hindered
if the Ordinary Course Professionals were delayed in performing
their work while the Debtor has to submit formal compensation and
employment applications to the Court.  The costs of preparing and
prosecuting those Professionals' retention applications would be
significant and be borne by the Debtor's estate.

The Debtor assures the Court that:

   a) each of the Ordinary Course Professional will be paid no
      more than $10,000 per month and the Ordinary Course
      Professionals' aggregate payment will not exceed $100,000
      per month;

   b) each Ordinary Course Professional will submit with the Court
      detailed billing statements indicating the nature of the
      services rendered and the billing rates for the services
      rendered; and

   c) in the event an Ordinary Course Professional's fees and
      expenses exceed $10,000 per month, that Professional will be
      required to submit a formal compensation application with
      the Court.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


STELCO INC: Mediator Agrees Not to Force Union Participation
------------------------------------------------------------
United Steelworkers' Local and District leaders applauded Mediator
Hon. George Adams's decision on May 25 not to force one local
union in the Stelco chain to participate in the mediation process
now underway in the effort to financially restructure the company.

Ontario/Atlantic Director Wayne Fraser said Mr. Adams made the
right decision in upholding the principle that mediation is only
successful if the parties participate on a voluntary basis.

Mr. Fraser re-stated the position that the union "remains
committed to ensuring that Stelco emerges from the Companies'
Creditors Arrangement Act (CCAA) with a properly-funded pension
plan and a financial restructuring based on principles that will
create a strong foundation for the future of the company, its
employees and the community."

Bill Ferguson, president of the Steelworkers' Local 8782 said,
"This decision by Judge Adams is a good start to the process and
means that those who do join in the process are there for the
right reasons.

"Although we would welcome Local 1005 coming to the table with us,
we respect the decision made by the leadership of the local," he
said.

Stelco, Inc. -- http://www.stelco.ca/-- 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.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STRUCTURED ASSET: Fitch Rates $4.7 Million Class B1 at BB+
----------------------------------------------------------
Fitch has rated the Structured Asset Securities Corporation Trust
2005-WF2 mortgage pass-through certificates:

      -- $555.2 million classes A1, A2 and A3 'AAA';
      -- $29.2 million class M1 'AA+';
      -- $18.1 million class M2 'AA';
      -- $11.1 million class M3 'AA-';
      -- $9.4 million class M4 'A+';
      -- $9.7 million class M5 'A';
      -- $7.4 million class M6 'A-';
      -- $6.7 million class M7 'BBB+';
      -- $4 million class M8 'BBB';
      -- $4 million class M9 'BBB-';
      -- $4.7 million class B1 'BB+'.

The 'AAA' rating on the senior certificates reflects the 17.25%
total credit enhancement provided by:

               * the 4.35% class M1,
               * the 2.70% class M2,
               * the 1.65% class M3,
               * the 1.40% class M4,
               * the 1.45% class M5,
               * the 1.10% class M6,
               * the 1.00% class M7,
               * the 0.60% class M8,
               * the 0.60% class M9,
               * the 0.70% class B1,
               * the unrated 1.20% class B2 and
               * the 0.50% initial over-collateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Wells Fargo Bank, N.A., as servicer,
rated 'RMS1' by Fitch.  U.S. Bank National Association is the
trustee.

The certificates are supported by one collateral group.  The
mortgage loans consist of first lien adjustable-rate and fixed-
rate mortgage loans with principal balances that conform to
Freddie Mac guidelines.  The mortgage balance as of the cut-off
date was $670,998,178.  Approximately 17.4% of the mortgage loans
are fixed-rate mortgage loans and 82.6% are adjustable-rate
mortgage loans.  The weighted average loan rate is approximately
6.661%.  The weighted average remaining term to maturity is 348
months.  The average principal balance of the loans is
approximately $158,404.

The weighted average original loan-to-value ratio is 79.92%.  The
properties are primarily located in California (13.68%), Maryland
(8.62%), and New Jersey (8.22%).

Wells Fargo Home Mortgage, Inc., assigned to the trust fund loan-
level primary mortgage insurance policies provided by Mortgage
Guaranty Insurance Corporation Radian Guaranty Inc., PMI Mortgage
Insurance Co., Republic Mortgage Insurance Corp., Triad Guaranty
and United Guaranty Residential Insurance Company.  Approximately
99.50% of the mortgage loans with OLTVs greater than 80% are
covered.

All of the mortgage loans were purchased by Structured Asset
Securities Corporation, acting as the depositor, from Wells Fargo
Home Mortgage, Inc.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


TELENETICS CORP: Executive Changes Delay Financial Report Filing
----------------------------------------------------------------
Telenetics Corporation is unable to file its current financial
report with the Securities and Exchange Commission in a timely
manner because the Company recently terminated several members of
its management, including the Company's Chief Financial Officer.
Telenetics intends to file its financial report as soon as
practicable.  For this reason the Company also has been unable to
file its Annual Report for the year ended December 31, 2004.  A
reasonable estimate of financial results cannot be made at this
time due to the reason set forth above.

                      Executive Changes

Telenetics terminated David L. Stone from his positions as the
Company's Chief Executive Officer, President and Chief Financial
Officer, effective March 11, 2005.  At the time of his
termination, Mr. Stone was employed on an at will basis.  Also,
the Company eliminated its Chief Operating Officer position and
terminated John McLean from the position, effective March 11,
2005.  At the same time, the Company appointed Albert J. Moyer as
interim President and Chief Executive Officer.

Mr. Moyer resigned from his positions upon the hiring of Michael
J. Burdiek as President and Chief Executive Officer, effective
Apr. 18, 2005.

On May 11, 2005, the Company disclosed the appointment of William
"Lee" Stalcup as interim Vice President of Operations.  Mr.
Stalcup has held senior Vice President positions in Operations for
Companies with products ranging from commercial electronics,
computers, as well as data communications.

                        About the Company

Headquartered in Lake Forest, Telenetics Corp. --
http://www.telenetics.com/-- designs, manufactures and
distributes wired and wireless data communications products for
customers worldwide.  Telenetics offers a wide range of industrial
grade modems and wireless products, systems and services for
connecting its customers to end-point devices such as meters,
remote terminal units, traffic and industrial controllers and
remote sensors.

Telenetics also provides high-speed communications products for
complex data networks used by financial institutions, air
trafficcontrol systems and public and private wireless network
operators.

At Sept. 30, 2004, Telenetics Corp.'s total liabilities exceed its
total assets by $457,051.


THE MARKET: Committee Taps Winstead Sechrest as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Market -
Antiques and Home Furnishings, Inc., and its debtor-affiliate asks
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Winstead Sechrest & Minick, P.C., as its
legal cousel, nunc pro tunc May 2, 2005.

Winstead Sechrest is expected to:

   (a) advise the Committee of its powers, duties and
       responsibilities to the creditors;

   (b) advise the Committee concerning the proposed sale of the
       Debtors' business and assets;

   (c) consult with legal counsel and other representatives of the
       Debtors concerning the chapter 11 cases and the
       administration of the estate;

   (d) interact and assist other professionals that the Committee
       may employ;

   (e) prepare for and attend the first meeting of creditors;

   (f) review the Debtors' loan documents and advise the Committee
       regarding the validity and enforceability of liens asserted
       against property of the estate;

   (g) advise the Committee concerning the actions that it might
       collect and recover property for the benefit of the
       Debtors' creditors;

   (h) prepare and present, on behalf of the Committee, all
       necessary and appropriate applications, motions, pleadings,
       court orders, notices, and other documents, and reviewing
       all financial and other reports to be filed in the Debtors'
       cases;

   (i) advise the Committee concerning, and preparing responses
       to, applications, motions, pleadings, notices and other
       papers that may be filed and served in the Debtors' cases;

   (j) appear on behalf of the Committee at all hearings in the
       Debtors' cases;

   (k) advise the Committee in connection with any suggested or
       proposed plan of reorganization;

   (l) advise the Committee in connection with the formulation,
       negotiation and promulgation of alternative plans of
       reorganization if necessary or appropriate; and

   (m) perform all other legal services for and behalf of the
       Committee that may be necessary or appropriate.

David W. Elmquist, Esq., a shareholder of Winstead Sechrest,
disclosed that his firm's professionals bill:

      Designation                           Hourly Rate
      -----------                           -----------
      David W. Elmquist, Esq., Shareholder      $375
      Jeff Carruth, Esq., Associate             $260
      Linda Kaye Paquette, Paralegal            $140

To the best of the Committee's knowledge, Winstead Sechrest and
its professionals who will work in these cases:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

Headquartered in Dallas, Texas, The Market - Antiques and Home
Furnishings, Inc. -- http://www.themarketonline.com/-- sells
antique furniture and accessories from many different periods.
The Company, along with Market Line Wholesale Company, Inc., filed
for chapter 11 protection on April 4, 2005 (Bankr. N.D. Tex. Case
No. 05-33774).  Mark Edward Andrews, Esq., and Omar J. Alaniz,
Esq., at Neligan Tarpley Andrews & Foley LLP represent the Debtors
in its restructuring.  When the Debtors filed for protection from
their creditors, they estimated assets and debts from $1 million
to $10 million.


THE WATCH LTD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: The Watch, Ltd.
             12900 Preston Road, Suite 100
             Dallas, Texas 75230

Bankruptcy Case No.: 05-35874

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      DFW Radio License                          05-35892

Type of Business: DFW Radio License operates the talk station
                  KFCD-AM (990).  KFCD, which is licensed in
                  Farmersville, has a weak signal in Dallas.

Chapter 11 Petition Date: May 26, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Amanda C. Ellis, Esq.
                  Edwin Paul Keiffer, Esq.
                  Hance Scarborough Wright
                  Ginsberg & Brusilow, LLP
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 75202
                  Tel: (214) 651-6520
                  Fax: (214) 744-2615

Total Assets: Unstated

Total Debts:  Unstated

The Watch, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Frank D. Timmons              Personal Loan,            $761,613
3801 Keystone                 Subordinated Bonds &
Garland, TX 75041             Interest
Tel: (972) 271-6756

Internal Revenue Service      Payroll Taxes,            $316,368
Ogden, UT 84201-0005          Penalties & Interest
c/o Nancy Smith
MC 5508 NWSAT
4050 Alpha Road
Dallas, TX 75244
Tel: (972) 308-7849

Brian M. Brown                Personal Loan             $240,000
517 Westward Drive
Royse City, TX 75189
Tel: (972) 636-3905

J Michael Lloyd Profit        Subordinated Bonds         $81,560
Sharing Plan                  & Interest

Pillsbury Winthrop Shaw       Legal Services             $76,656
Pittman LLP

Robert E. Howard              Personal Loan              $75,000

Bluffview Capital, LP         Broker/Consulting          $40,000
                              Services

John W. Saunders              Subordinated Bond &        $38,928
                              Interest

Century 21 Patterson Agency   Broker fees                $30,000

Gardere Wynne Sewell LLP      Legal Services             $22,989

North Dallas Bank Tower       Rent & Utilities           $22,315

Independent Broadcast         Engineering Services       $19,031
Consultants, Inc

Charles H. Smith              Engineering Services       $16,491

GBS - Giesler Broadcasting    Equipment Purchases        $12,216

Covad Communications          Telephone Services         $10,787

United Healthcare             Medical premiums           $10,468
Dept CH 10151

Jerry E. Overton              Salary                      $9,700

SBC                           Telephone Services          $8,210

Texas Workforce Commission    Unemployment Taxes,         $6,140
                              Penalties & Interest

David K. Marcum               Salary                      $7,500


TOWER PARK: Unsatisfactory Cash Flow Spurs Going Concern Doubt
--------------------------------------------------------------
Tower Park Marina Investors' marina is not generating satisfactory
levels of cash flows and cash flow projections do not indicate
significant improvement in the near term.  These matters raise
substantial doubt about the Partnership's ability to recover the
carrying value of its assets, (not withstanding the write-down of
the marina facility to its net realizable value) and to continue
as a going concern.  The Partnership's ability to continue to
operate through 2005 and beyond is contingent on, among other
factors, the improvement in Tower Park Marina operations and
continued advances from the General Partners.  Management's plans
include expenditures in excess of $300,000 in additional repairs
and capital improvements during 2005, which management believes
will continue to improve the operations of the property.

The revenues and expenses of the Partnership for the three months
ended March 31, 2005, are generated from the operations of Tower
Park Marina and its majority owned subsidiary, Little Potato
Slough Mutual Water Company.

For the three months ended March 31, 2005, revenues for Tower Park
declined $17,000 to $470,000.  The decrease was the net result of
declines in RV parking of $16,000, retail sales of $9,000, fuel
service of $1,000, water & sewer $1,000 and other $7,000, offset
by increases in slip rentals of $11,000 and lease income of
$6,000.

The Partnership's net loss of $209,000 for the three months ended
March 31, 2005 is $80,000 more than the loss incurred
in the same period a year ago.  The increase in loss reflects a
decline in activity at the property from the previous year, and an
increase in maintenance, administrative, and utility costs.

Included in the Partnership's net loss of $209,000 is $73,000 of
depreciation and amortization.  Excluding these non-cash items,
the Partnership incurred a cash flow deficit of $136,000. This
deficit was covered by additional advances from the General
Partner and by the deferral of interest and management fee
payments due to the General Partner and/or its affiliates.

The Partnership's ability to continue to operate through 2005 and
beyond is contingent on, among other factors, the improvement in
Tower Park Marina operations and continued advances (or deferrals)
by the General Partners and/or its affiliates.  Not included in
management's plans for maintenance and improvement during 2005 is
the feasibility of building a larger dry storage building, a
project which continues to be evaluated.

Tower Park Marina is located in the Sacramento - San Joaquin Delta
near Sacramento, California.

Tower Park Marina Investors, or The Partnership, has been
aggregated into four reportable business segments, (Slip rental,
RV parking, Retail sales, and Fuel services): Slip rental comprise
the wet boat slip rentals and dry boat storage operations at the
marina. RV parking represents both long term and transient
recreational vehicle parking at the campgrounds adjacent to the
marina. Retail sales segment consists of the operations of the
retail boat supply and sundries store at the marina. The Fuel
service segment reports the operations of the fuel dock at the
marina.


TRIMAS CORP: Poor Performance Prompts Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the ratings of TriMas Corporation
on review for possible downgrade.  In addition, Moody's affirmed
the company's SGL-3 speculative grade liquidity rating.  The
review for possible downgrade reflects:

   * the deterioration in TriMas' operating profit;
   * persistently high leverage; and
   * weak balance sheet.

Moody's review will focus on the company's various initiatives to
help increase profitability, improve its balance sheet, and
strengthen liquidity.

Affirmation of the SGL-3 speculative grade liquidity rating
indicates Moody's view that over the next twelve months TriMas
will possess adequate liquidity, although the cushion under its
financial covenants will be extremely modest.  Moreover, Moody's
believes an inability to renew its account receivable
securitization program or improve access to its revolving credit
facility over the near term would likely result in a deterioration
in liquidity to the point were the SGL-3 rating would not be
appropriate.

Ratings placed on review are:

   * Senior implied rated B1

   * Senior unsecured issuer rating rated B2

   * $150 million senior secured revolving credit facility, due
     November 15, 2007, rated B1

   * $290 million term loan B, due November 15, 2009, rated B1

   * $438 million 9.875% senior subordinated notes, due 2012,
     rated B3

Rating affirmed:

   * Speculative Grade Liquidity rating rated SGL-3

TriMas has a diverse range of businesses that are organized into
four operating groups:

   * Cequent Transportation Accessories Group (towing and hitch
     systems, trailer components, and electrical, brake and rack
     systems);

   * Rieke Packaging Systems Group (closures and dispensers);

   * Fastening Systems Group (fasteners); and

   * Industrial Specialties Group (cylinders, specialty fasteners,
     gaskets and precision tools, etc.).

Each operating segment represented approximately 48%, 12%, 15%,
and 25% of total sales for the first quarter 2005, respectively.

For the twelve month period ending March 31, 2005, TriMas' gross
margins declined to approximately 23.5% from 25.7% in the prior
year period, available liquidity was about $11 million
($7.2 million of revolver availability and $3.9 million of cash on
hand), and after incorporating intangible assets in excess of
$900 million, tangible book equity is significantly negative.

In addition, leverage on an adjusted basis, after incorporating
the A/R securitization debt and rent expense, remained high at
over 6.9x, while EBIT coverage of interest was weak at just over
1.0x.  However, as calculated under the company's bank credit
agreement leverage was 5.45x and interest coverage was 2.25x,
while respective covenants were 5.5x and 2.0x.

TriMas has encountered significant margin pressures across most of
its product segments resulting from un-recovered steel costs, in
addition to higher resin, energy, and freight costs.  Management
has initiated pricing programs to pass through higher costs to
customers, although there remains a considerable time lag before
the benefits are realized and an inability to fully recover all
costs.

Over the following twelve months, Moody's believes that TriMas
will generate breakeven to slightly positive free cash flow and
will require external financing to fund seasonal working capital
needs.  However, we view the cushion under the company's bank
covenants as marginal and as a result may require some
modification to maintain orderly access its revolving credit
facility.

As of March 31, 2005, TriMas had a $150 million bank revolver
(with approximately $12.8 million of borrowings and $27 million in
letters of credit outstanding) and a $125 million A/R
securitization facility ($59.5 million outstanding).  Although the
A/R securitization facility expires in June 2005, Moody's views
the renewel of the facility as likely.  Failure to renew the
facility will stress liquidity, and would likely result in
lowering of the SGL-3 liquidity rating to SGL-4.

Moody's believes TriMas has limited alternate sources of
liquidity.  All of the company's assets are encumbered, with
receivables backing an A/R securitization facility and bank
lenders having a first priority security interest in all remaining
tangible and intangible assets.

TriMas Corporation, based in Bloomfield Hills, Michigan, is a
multi-industry US manufacturer.


TRUMP HOTELS: CNA Insurance Objects to $0 Cure Amounts
------------------------------------------------------
Pursuant to the Assumption Schedule attached to the Plan of
Reorganization, the Debtors intend to assume five executory
contracts with Transportation Insurance Company, Continental
Casualty Company, American Casualty Company of Reading,
Pennsylvania, CNA ClaimPlus, Inc., as successor-in-interest to
RSKCo Services, Inc., and their American affiliates and
subsidiaries -- CNA.  Trump Hotels & Casino Resorts, Inc. nka
Trump Entertainment Resorts, Inc., and its debtor-affiliates list
the cure amount for each of the CNA contracts as $0.

Jeffrey Bernstein, Esq., at McElroy Deutsch Mulvaney & Carpenter
LLP, in Newark, New Jersey, tells the U.S. Bankruptcy Court for
the District of New Jersey that the Debtors owe a cure amount to
CNA for their assumption of the executory contracts.

Based on CNA's reconciliation of the amounts under insurance
policies it issued for the Debtors, CNA estimates that the
Debtors owe CNA between $337,391 and $676,032 in billings.
Mr. Bernstein informs Judge Wizmur that the Debtors also owe CNA
around $750,000 on account of collateral obligations.  However,
because of negotiations between the Debtors and CNA concerning a
program of insurance for the Debtors, the parties agreed that CNA
would accept $500,000 and a wrap agreement in lieu of the
$750,000.

A wrap agreement, Mr. Bernstein explains, cross collateralizes
insurance policies from different years with the same collateral
and allows draws on that security on account of amounts due and
owing on any of the policies.

Accordingly, Mr. Bernstein concludes, the Debtors owe CNA, as
cure payment between $837,391 and $1,176,032, plus the execution
of a wrap agreement.

Before the Debtors can assume the Policies, they must make timely
cure to CNA, Mr. Bernstock argues.  "If they fail to do so, they
are unable to assume the contracts."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


TRUMP HOTELS: CNA Insurance Wants Admin. Priority Claim Status
--------------------------------------------------------------
Transportation Insurance Company, Continental Casualty Company,
American Casualty Company of Reading, Pennsylvania, CNA
ClaimPlus, Inc., as successor-in-interest to RSKCo Services,
Inc., and their American affiliates and subsidiaries in the
insurance business -- CNA -- have underwritten a program of
insurance for the Debtors.  Under the terms of the Insurance
Program, CNA issued various insurance policies for the benefit of
the Debtors and their additional insureds.

In connection with the Policies, CNA and Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc., and its
debtor-affiliates executed various agreements setting forth the
parties' obligations with respect to the Insurance Program.  The
parties have executed only some of the Agreements.  However, CNA
believes that the terms of the Agreements are sufficient to
establish the rights and obligations of the parties even if they
are unexecuted.

Pursuant to the Policies and Agreements, CNA agreed to provide
insurance and related services.  The Debtors agreed to pay
specified premium, loss reimbursement expenses, deposits and
other specified charges.  The amount of premium payable by the
Debtors under the Insurance Program may still be revised because
certain of the Policies are auditable and others are loss
sensitive.

CNA timely filed its proofs of claim on January 15, 2005.
Because the amounts owing under the Policies and Agreements are
still subject to revision, CNA filed the claims as unliquidated.
CNA also reserved the right to amend the claims, or pursue a
judicial estimation of the claims.

CNA asserts that its claims against the Debtors are secured to
the extent of any credits owing to the Debtors under the
Insurance Program, Policies or Agreements, with the credits
serving as CNA's collateral.  CNA also required the Debtors to
establish letters of credit to secure their obligations to CNA
under the Insurance Program.  CNA reserved all rights of setoff
or recoupment to the fullest extent possible, and asserted first
and fourth level priorities, to the extent applicable.

For the amounts of the CNA Claims allocable to the postpetition
period, CNA asks the U.S. Bankruptcy Court for the District of New
Jersey to allow it as an administrative claim in an unliquidated
amount.  CNA reserves the right to seek payment of additional
administrative expenses as they arise.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


TUCSON ELECTRICAL: Fitch Upgrades Senior Unsecured Debt to BB
-------------------------------------------------------------
Fitch Ratings has raised Tucson Electric Power Company's senior
unsecured pollution control and industrial development bond
ratings to 'BB' from 'BB-'.  At the same time, Fitch has affirmed
TEP's 'BB+' first- and second-mortgage bond credit ratings and has
assigned a 'BB+' rating to the utility's new $401 million credit
facility, which is secured by second-mortgage bonds.  Fitch
expects to withdraw its first-mortgage bond ratings upon the
anticipated completion in the next few weeks of recently triggered
first-mortgage lien fall-away provisions.  The Rating Outlook is
Stable.

The ratings and Stable Rating Outlook reflect TEP's improving debt
ratios, cash flow-to-interest coverage ratios that are strong
relative to the higher rating category, consistent deployment of
operating free cash flow to reduce debt, and regulatory provisions
that limit the amount of dividends that may be upstreamed to
UniSource Energy.  As a result of ongoing debt reduction efforts,
TEP's key leverage ratios have improved on a 12-month trailing
basis with debt-to-cash flow reduced to 5.8 times at March 31,
2005, from 6.8x at the end of 2003 while the proportion of debt to
total capital declined to 78% from 81% over the same time period.

The ratings also consider the utility's competitive, primarily
coal-fired generating capacity and stable operations. Furthermore,
Fitch assumes that management will continue to use projected free
cash flow (i.e. operating cash flow after capital expenditures and
dividends) to reduce debt.  On a pro forma basis, Fitch estimates
that the recent equity infusion by TEP's corporate parent, UNS,
improved TEP's debt-to-cash flow to 5.1x and debt-to-total capital
to 71% for the 12 months ended March 31, 2005.  The primary
concerns for TEP fixed-income investors is the potential for a
rate reduction in TEP's pending rate review by the Arizona
Corporation Commission, uncertainty with regard to TEP's industry
restructuring settlement, and the absence of a power cost
adjustment mechanism.

While regulatory uncertainty in Arizona is a concern, favorable
resolution of the company's pending tariff review and greater
clarity regarding state restructuring issues could result in
further positive rating actions.  On May 4, 2005, TEP filed a
request with the ACC for clarification of rate treatment of the
utility's generation service following the conclusion of the
utility's competition transition period at year-end 2008.  A final
order in TEP's pending rate check is expected during the fourth
quarter 2005, with ACC staff and intervener testimony anticipated
in June 2005.  Meanwhile, concern regarding the absence of a fuel
and power cost adjustment clause is mitigated, in part, by the
utility's ample coal-fired generating capacity relative to its
off-peak load requirements.  Nonetheless, TEP remains exposed to
the potential negative effects of significant unscheduled outages
during periods of high demand.

Earlier this year, UNS issued approximately $240 million of
securities, using most of the proceeds to repay a $95 million
intercompany TEP loan and infuse $110 million of capital into the
utility.  TEP used the cash proceeds to redeem approximately $225
million of relatively high cost, tax-exempt utility debt.  In
addition, TEP repaid approximately $53 million of first-mortgage
debt in the first quarter of 2005, triggering the fall-away
provisions of the first collateral trust indenture.  As a result,
TEP's second-mortgage debt will become the utility's senior most
debt securities once the debt substitution process triggered by
the first lien's fall-away provisions has been completed.

Importantly, the capital infusion from UNS to TEP and associated
utility debt reduction during the second quarter of 2005
meaningfully accelerates the anticipated strengthening of the
utility's regulatory equity ratio (excluding capital lease
obligations), which is estimated to improve to 40% at the end of
the second quarter 2005 from 30% at the end of the first quarter.
This is constructive from a regulatory accounting point-of-view
because it removes the need for continued ACC authorization of a
hypothetical capital structure ahead of the utility's pending rate
check.


UAL CORP: Flight Attendants Want Pension Plan Termination Halted
----------------------------------------------------------------
The Association of Flight Attendants-CWA, AFL-CIO, asks the
United States District Court for the District of Columbia to
issue an injunction against the Pension Benefit Guaranty
Corporation to halt the involuntary termination of the United Air
Lines Flight Attendant Defined Benefit Pension Plan.

The AFA also seeks damages for losses suffered by Plan
participants if the Plan is terminated in violation of ERISA.

Robert S. Clayman, Esq., at Guerrieri, Edmond, Clayman & Bartos,
in Washington, D.C., argues that under the Employee Retirement
Income Security Act, the PBGC must make a cause determination
prior to seeking either court enforcement or voluntary settlement
with the administrator/employer of a pension plan to be
involuntarily terminated.  In this case, the PBGC did not make a
cause determination before entering the PBGC Agreement with the
Debtors.

In addition, Section 4041 of ERISA requires the PBGC to initiate
termination proceedings, not another party.  The PBGC is pursuing
involuntary termination of the AFA Plan, but the Debtors
initiated termination.  Pursuant to Section 4041 of ERISA, the
PBGC cannot terminate the Plan under these circumstances.

Mr. Clayman informs the District Court that the AFA membership
stands to lose a significant portion of their retirement
benefits.  The AFA membership will suffer irreparable injury if
the District Court fails to issue an injunction because flight
attendants will make long-term decisions on matters such as
employment, residence and other important future plans.  These
effects will not be easy to reverse after a judgment on the
merits.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No.87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED HOME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: United Home Health Care, Inc.
        2021 Apperson Drive
        Salem, Virginia 24153

Bankruptcy Case No.: 05-72094

Chapter 11 Petition Date: May 26, 2005

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: A. Carter Magee, Esq.
                  Magee Foster Goldstein & Sayers
                  P.O. Box 404
                  Roanoke, Virginia 24003
                  Tel: (540) 343-9800

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Care Centric                  Lease                     $105,499
2625 Cumberland Parkway,
Suite 310
Atlanta, GA 30339

Heritage Spradlin SPE LLC     Lease                     $105,000
Lockbox #643245
500 First Avenue
Pittsburgh, PA 15219

Pride Mobility Products       PMSI-deficiency           $100,000
Corporation                   Value of security:
182 Susquehanna Avenue        $24,406
Exeter, PA 18643-2694

Rick Murphy                   Former employee            $75,000
3730 Surface Road
Riner, VA 24149

Sunrise Medical, Inc.         Lease/purchase/PMSI        $31,844
7477 East Dry Creek Parkway   Value of security:
Longmont, CO 80503            $15,000

Wilson Palmer Properties,     Commercial lease           $30,000
LLC
2025 Apperson Drive
Salem, VA 24153

Sunmed Finance, Inc.          PMSI-deficiency            $28,893
P.O. Box 3125                 Value of security:
Thousand Oaks, CA 91359       $15,000

Thyssen Access Corp.          Trade debt                 $25,115
4001 East 138th Street
Grandview, MO 64030-2837

RGH Enterprises, Inc.         Trade debt                 $24,180
aka Independence Medical
1810 Summit Commerce Park
Twinsburg, OH 44087

Steel case Financial          Furniture-PMSI             $17,999
Services, Inc.
P.O. Box 91200
Chicago, IL 60693-1200

Bruno Independent Living      Trade debt                 $16,498
Aids, Inc.
1780 Executive Drive
P.O. Box 84
Oconomowoc, WI 53066

De Lage Landen Financial      PMSI-deficiency            $15,247
Services, Inc.                Value of security:
1111 Old Eagle School Road    $18,000
Wayne, PA 19087

Respironics, Inc.             PMSI-deficiency            $13,960
330 Plum Industrial Court
Pittsburgh, PA 15239-0000

NCRIC MSO, Inc.               Employee benefits           $9,807
Employee Benefit Services
424 Graves Mill Road,
Suite 300
Lynchburg, VA 24502

Medi USA, LP                  Trade debt                  $9,434
P.O. Box 3000
Whitsett, NC 27377-3000

Bio-Medic Health Services,    Trade debt                  $9,166
Inc.
5041-A Benois Road, Building B
Roanoke, VA 24014

US Bancorp                    PMSI-deficiency             $8,510
1310 Madrid Street, Suite 101
Marshall, MN 56258-4002

Bank of America Leasing       Lease                       $8,321
(PRIDE)                       Value of security:
Lease Adm. Center             $10,000
P.O. Box 371982
Pittsburgh, PA 15250-7992

Dell Marketing L.P.           Computer deficiency         $7,232
P.O. Box 643561
c/o Dell USA L.P.
Pittsburgh, PA 15264

Snug Seat, Inc.               Trade debt                  $7,229
P.O. Box 1739
Matthews, NC 28106


UNIVERSAL AUTOMOTIVE: Files Chapter 11 Petition in New Jersey
-------------------------------------------------------------
Universal Automotive Industries, Inc. (OTC: UVSL) filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
District of New Jersey, together with its wholly owned
subsidiaries -- Universal Automotive, Inc., Universal Automotive
of Virginia, Inc. and The Automotive Commodity Connection, Inc.
Universal and its subsidiaries will be petitioning for debtor in
possession financing to be provided by its principal secured
lender, Wachovia Capital Finance Corporation (formerly known as
Congress Financial Corporation).  The financing will be sought to
enable Universal to wind down its operations through either a sale
of its operating assets or possibly a liquidation.

According to David Cesar, Chief Restructuring Officer of the
Company, "It was necessary for the Company to seek bankruptcy
protection to continue its operations and seek to maximize value
for its creditors and shareholders.  All our facilities are
currently open for business, and our employees are continuing to
assist our customers and ship inventory.  We are in discussion
with a prospective buyer who, if they purchase the Company's
business, could continue to serve customers and preserve jobs.  We
will know more about the course of the Company's operations in the
next several weeks.  We would particularly like to thank our
valued employees for their dedication during these times."

                      Forbearance Agreement

On April 14, 2005, Universal Automotive entered into a Forbearance
and Amendment Agreement with its principal lender Wachovia Capital
Finance Corporation (Central) f/k/a Congress Financial Corporation
(Central).  Pursuant to the Forbearance Agreement, among other
things, the Company was obligated to deliver to the Lender, in a
form satisfactory to Lender on or before May 6, 2005, a letter of
intent for:

   (1) a purchaser of equity in the Company;

   (2) a merger of the Company with a third-party; or

   (3) the purchase of all or substantially all of the assets of
       the Company.

On May 12, 2005, the Company and the Lender entered into an
amendment to the Forbearance Agreement which extends the date for
delivery of such letter of intent from May 6, 2005 to May 23,
2005.  Provided no additional events of default occur (as defined
in the Forbearance Agreement), during the extended period, the
Lender agrees to continue to make loans to the Company in an
amount equal to up to $15,000,000 in aggregate principal amount.
The Company also agrees to continue to retain the Parkland Group
as its financial advisor.

Headquartered in Alsip, Illinois, Universal Automotive, Inc.,
manufactures, markets, and distributes brake and undercar parts,
including brake rotors, brake drums, disc brake pads,
remanufactured brake shoes, remanufactured calipers, new clutch
kits, and suspension and hydraulic parts for the North American
aftermarket.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 26, 2005 (Bankr. D. N.J. Case No.
05-27782).  Sharon L. Levine, Esq., at Lowenstein Sandler PC, and
attorneys at Baker & Hostler LLP represent the Debtor in its
chapter 11 proceeding.  When the Debtors filed for protection from
their creditors, they listed $46.5 million in total assets and
$68.9 million in total debts.


UNIVERSAL AUTOMOTIVE: Case Summary & 55 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Universal Automotive, Inc.
             11859 South Central Avenue
             Alsip, Illinois 60803

Bankruptcy Case No.: 05-27782

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Universal Automotive Industries, Inc.      05-27778
      Universal Automotive of Virginia, Inc.     05-27783
      The Automotive Commodity Connection, Inc.  05-27784

Type of Business: The Debtors manufacture, market, and distribute
                  brake and undercar parts, including brake
                  rotors, brake drums, disc brake pads,
                  remanufactured brake shoes, remanufactured
                  calipers, new clutch kits, and suspension and
                  hydraulic parts for the North American
                  aftermarket.  See http://www.universalbrake.com/

Chapter 11 Petition Date: May 26, 2005

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Sharon L. Levine, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2500

                        -- and --

                  Baker & Hostler LLP

Debtors' Claims
& Noticing Agent: Trumbull Group

Debtors'
Financial
and Business
Advisor:          The Parkland Group

Consolidated Financial Condition as of April 30, 2005:

      Total Assets: $46,500,000

      Total Debts:  $68,900,000

A.  Universal Automotive, Inc.'s 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
CAI, Inc. Sanli                             $3,674,860
99 South Bedford Street, Suite 211
Burlington, VT 01803

Wanxiang America                            $3,397,433
88 Airport Road
Elgin, IL 60123

Lonfkou Haimeng                             $1,132,717
Economy Developing Area
Longkou City, China

Beijing Zi Xin                                $743,919
11-83-10
China

Watson Land Company                           $516,962
File No. 61129
Los Angeles, CA 90074-1129

Longkou TLC Machinery Company                 $384,772
East of Loungkou Development Zone
Longkou City, China

Sinda Corporation                             $362,975
600 West Main Street, Suite 209
Alhambra, CA 91801

Chicagoland Commercial                        $319,488
1699 Wall Street, Suite 407
Mount Prospect, IL 60056

Brake Parts, Inc.                             $299,673
4400 Prime Parkway
Department 73071
McHenry, IL 60050

Tower Walsh Association                       $269,520
c/o Colliers Houston & Company
The Atrium
400 Glenpointe Centre West
Teaneck, NJ 07666-6800

Con-Way Western                               $244,724
P.O. Box 7419
Pasadena, CA 91109-7419

Brembo North America                          $228,443
c/o G.D.M. Bourne, Inc.
1903 South Congress Avenue
Boynton Beach, FL 33426

Federal-Mogul, Inc.                           $216,510
Department # 216801
P.O. Box 67000
Detroit, MI 48267-2168

Shandong Gold Phoenix                         $198,466
84 Zaocheng North Street
Leiling, PR 00025-3600

CAI, Inc.                                     $150,524

Overnight Transportation                      $134,705

Sino Canada Zheji                             $121,304


B.  Universal Automotive Industries, Inc.'s 15 Largest Unsecured
    Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Blackman, Kallick Bartelstein                 $166,273
[No address provided]

Shefsky & Froelich                            $126,511
444 North Michigan
Chicago, IL 60611

Arthur J. Gallagher                            $54,090
[No address provided]

Control Solutions                              $51,058
811 Ogden Avenue
Lisle, IL 60532

Ernst & Young                                  $25,680

The NASDAQ Stock Market                        $21,000

McGuire Woods                                  $15,114

Pondel Wilkinson                               $14,592

Rintalia, Smoot, Jaenicke                      $12,357

Bowne of Chicago                               $11,831

Donnelly, Conroy & Gelhaars                     $7,255

Elite Financial                                 $6,000

LaSalle Bank                                    $2,391

PR News Wire                                    $1,615

The Texas State Securities Board                  $500


C.  Universal Automotive of Virginia, Inc.'s 20 Largest
    Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Westlake Clutch                                $73,637
6512 South Lavergne Avenue
Bedford Park, IL 60638

Util Automotive                                $73,432
1571-C Highway 138 Northeast
Conyers, GA 30013

Automation Solution Company                    $18,916

Sunny Metals                                   $17,440

American Metal Fibers                          $17,100

Cardolite                                      $14,851

Scotland Container                             $13,408

Noblett Appliance                              $11,861

Exel Transportation Services                    $9,818

Jewett Machine Manufacturing Company            $8,917

Anstro Manufacturing                            $8,791

Graphite Technology Group                       $8,400

Asbury Graphite Mills                           $7,303

Schenectady International                       $7,260

FDP Virginia                                    $6,850

Link Testing                                    $6,632

Lintech International                           $6,510

KISH/Polar Minerals                             $5,334

The M.F. Cachat Company                         $4,600

XPEDX                                           $2,909


D.  The Automotive Commodity Connection, Inc.'s 3 Largest
    Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Advance Auto Parts                            $626,088
Attn: Sharon Presley
P.O. Box 2710
Roanoke, VA 24001

ADI Marketing                                   $9,856
471 Blair Road
Avenel, NJ 07001

ABH Dicv of CH Robinson                         $1,883
P.O. Box 9121
Minneapolis, MN 55480


US AIRWAYS: Court Allows Sabre's $7,131,989 Administrative Claim
----------------------------------------------------------------
Sabre is granted a $7,131,989 administrative claim, which will be
paid on the effective date of a plan of reorganization for US
Airways, Inc., and its debtor-affiliates.

As reported in the Troubled Company Reporter on May 13, 2005,
pursuant to a Global Distribution (Reservations) System and a
Participating Carrier Agreement, the Debtors provide Sabre, Inc.,
with schedules, inventory, fares, fare rules, and seat
availability.  The Debtors pay Sabre to distribute this
information to its subscribers, who in turn sell air travel on the
Debtors' flights.  The Debtors pay Sabre through the Airlines
Clearing House system.  Brian P. Leitch, Esq., at Arnold & Porter,
in Denver, Colorado, says that the Debtors have outstanding
prepetition obligations to Sabre.

On September 14, 2004, the Court issued the Interline Order,
which authorized the Debtors to assume executory contracts
relating to the Airline Clearinghouse Agreement, Interline
Agreements and other Agreements.  The Interline Order authorized
the Debtors to assume the ACH Contract, which facilitated the
settlement of interline accounts though the ACH system.

After the Petition Date, the Debtors decided not to pay the
Prepetition Obligations owed to Sabre under the PCA.  As a
result, the Debtors' Prepetition Obligations to Sabre remain
outstanding.  In response to the Debtors' nonpayment of the
Prepetition Obligations, Sabre filed a request for mediation
under ACH rules with the Secretary-Treasurer of the ACH.  Sabre
asserts it is entitled to payment of the Prepetition Obligations,
plus interest and attorney's fees.

To avoid the costs of mediation of the dispute and the associated
uncertainties, the parties negotiated a Settlement Agreement.
Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, the
Debtors asked the Court to allow Sabre an administrative claim for
$7,131,989, to be paid on the effective date of a plan of
reorganization.  This amount excludes interest and attorney's
fees.

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


US AIRWAYS: Asks Court to Allow Amadeus' $1,565,533 Admin. Claim
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia to
allow an administrative claim in favor of Amadeus Global Travel
Distribution, S.A.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors participate in the Amadeus Global
Distribution (Reservations) System through the Amadeus
Participating Carrier Agreement.  The Debtors provide schedules,
inventory, fares, fare rules, and seat availability to Amadeus
GDS.  The Debtors pay Amadeus to distribute this information to
subscribers who then sell seats on the Debtors' planes.  Before
the Petition Date, the Debtors owed Amadeus $3,131,065.

The Debtors pay Amadeus through the International Air Transport
Association Clearing House system, which is operated by the
International Air Transport Association.  The Debtors have 42
days after the end of the month to pay Amadeus.

On September 14, 2004, the Bankruptcy Court entered the Interline
Agreements Order, which allowed the Debtors to assume their
multilateral contracts.  The Interline Order did not provide for
the assumption of the Amadeus PCA or any other bilateral GDS
agreement.  Under the Interline Agreements Order, the Debtors
decided not to pay their prepetition obligations under the GDS
agreements, including the $3,131,065 owed to Amadeus.

According to Mr. Leitch, Amadeus disputed the Debtors' use of the
IATA rules and procedures to avoid paying the $3,131,065.
Amadeus asked the ICH to establish an adjudication panel to
resolve the dispute.  The adjudication panel has not yet been
established as the parties have been in negotiating the dispute.
In the interim, IATA placed $3,131,065 into escrow.  Amadeus
asserts that it is entitled to immediate payment of these funds.

To avoid the costs and uncertainties of arbitration, the parties
have negotiated a settlement.  The Debtors agree to allow Amadeus
an administrative claim for $1,565,533, equal to 50% of the
amount held in escrow by IATA.  The claim will be paid upon the
effective date of a plan of reorganization.  The IATA will refund
the Debtors the other half of the funds in the escrow account.

Mr. Leitch assures the Court that the settlement is fair,
reasonable and in the best interest of the Debtors, and their
estates and creditors.  The settlement allows the Debtors to
avoid the costs, expenses and uncertainties associated with an
adjudication panel.  The Debtors will get 50% of the funds held
in escrow by IATA.  The Debtors will avoid payment of the other
50% until the effective date of a plan of reorganization.

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


US AIRWAYS: Gets Court Nod to Reject Lease for Tail No. N586US
--------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates need to maximize their
fleet utility at the lowest possible cost, Brian P. Leitch, Esq.,
at Arnold & Porter, in Denver, Colorado, relates.  Accordingly,
the Debtors analyzed several aircraft financings and considered
the financing structure and related equipment in light of the
projected demand for air travel, flight schedules, maintenance
requirements, labor costs and other business factors.  After
careful review, the Debtors determined that the lease for one
Boeing 737-301 bearing Tail No. N586US and related engines, is
burdensome to the estates.  Mr. Leitch relates that the rate under
the lease exceeds the current market value and the payment
obligations far outweigh the benefits that the Debtors receive
from using the aircraft.  Wachovia Bank is Owner Trustee for the
aircraft.

The Debtors sought and obtained the Court's authority to reject
the lease for the aircraft, effective June 10, 2005.  The Court
should require claim holders to file a proof of claim within 30
days of the Rejection Date, Mr. Leitch says.  This will remove the
Debtors' exposure to unwarranted postpetition administrative
expenses, Mr. Leitch explains.

The Debtors will provide the Lessor with a written Rejection
Notice.  The Debtors will provide the Lessor's technical advisor
with access to all records for the aircraft as of the date of the
Rejection Notice.  The Debtors will maintain insurance coverage
and provide storage for the aircraft for 30 days after the
Rejection Date.  By the Rejection Date, the aircraft will be
taken out of service and delivered to the Lessor at 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
Nos. 91 & 93; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Equity Committee Wants to Continue Securities Trading
---------------------------------------------------------------
Certain of the present members of the Statutory Committee of
Equity Security Holders in the chapter 11 cases of USG Corporation
and its debtor-affiliates are direct investment advisors or
managers that provide investment advisory services to
institutional, pension, mutual fund and high net-worth clients
and affiliated funds and accounts.  Daniel B. Butz, Esq., at
Morris, Nichols, Arsht & Tunnel, in Wilmington, Delaware, tells
Judge Fitzgerald that as providers of those services, the Members
have the duty to maximize returns for their clients or
shareholders through the buying and selling of securities and
other financial assets.  Other Members may also regularly buy and
sell securities and other financial assets for their own
portfolios.

Mr. Butz relates that if the Members are barred from trading
securities during the pendency of the Debtors' Chapter 11 cases
because of their services on the Equity Committee, they risk the
loss of potential beneficial investment opportunities for their
clients.  Alternatively, if the Members resign from the Equity
Committee, their interests and those of their clients' may be
compromised by virtue of their taking a less active role in the
reorganization process.

According to Mr. Butz, in the last several years, many
institutions have faced the same dilemma with respect to
committee memberships in other Chapter 11 cases.  To resolve the
issue, bankruptcy courts, with increasing regularity, permit
members of statutory committees to trade securities of debtors
conditioned on the establishment of Ethical Walls.

The Equity Committee asks the U.S. Bankruptcy Court for the
District of Delaware to enter an order determining that Members
will not violate their duties as Equity Committee members and will
not subject their holdings to possible disallowance or other
adverse treatment by trading during the pendency of the Debtors'
bankruptcy cases:

     (i) the stock, notes, bonds, or debentures issued by any of
         the Debtors or their non-debtor affiliates;

    (ii) participation in any debt obligations; or

   (iii) any other claims against or interests in any one or more
         members of the USG Group that constitute "securities"
         within the meaning of applicable state or federal
         securities law or both,

as long as any Member that engages in any of the transactions
establishes and effectively implements an Ethical Wall to prevent
the misuse of any material non-public information obtained
through its activities as a member.

Mr. Butz explains that precluding the Members from trading
securities subject to proper precautions would be detrimental to
all holders of USG Corporation's equity securities because it
could render certain members unable or unwilling to serve on the
Equity Committee.  The members have resources and experience,
including a considerable level of knowledge of the USG Group's
business, industry and capital structure, that render the
Members' services particularly valuable to the Equity Committee,
Mr. Butz notes.  In addition, because they hold among the largest
amounts of USG's equity securities, the Members have a great
incentive to pursue the Equity Committee's goal of confirming a
Chapter 11 plan that provides the best recoveries possible for
all constituencies.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US WIRELESS: Plan Agent Wants Until Nov. 11 to Object to Claims
---------------------------------------------------------------
Executive Sounding Board Associates, Inc., the Liquidating Agent
appointed under the confirmed Second Amended Liquidating Plan of
Reorganization of U.S. Wireless Corporation and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to further extend the deadline by which it can file
objections to all claims.

Executive Sounding wants until Nov. 11, 2005, to object to all
proofs of claim filed against the Debtors' estates.  Executive
Sounding is the Liquidating Agent for the Liquidating Trust formed
pursuant to the Debtors' confirmed Plan.

The Court confirmed the Debtors' Amended Plan on June 10, 2003,
and the Plan took effect on June 25, 2003.

Executive Sounding explains that since the last claims objection
deadline expired on May 16, 2005, it has determined that there
will still be available funds for distributions under the
confirmed Plan to the Debtors' unsecured creditors.

Executive Sounding is still diligently pursuing extensive
litigation on behalf of the Debtors' estates, including actions
against the IRS, the Debtors' accounting professionals and
numerous defendants.  Pending the final outcome of those remaining
actions, only then will Executive Sounding determine the specific
amount of available funds remaining for distribution to the
Debtors' creditors.

The Court will convene a hearing at 3:30 p.m., on June 16, 2005,
to consider Executive Sounding's request to extend the claims
objection deadline.

Headquartered in San Ramon, California, U.S. Wireless Corporation
is involved in research and development of wireless location
technologies, designs and implements wireless location networks
using proprietary "location pattern matching" technology.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Aug. 29, 2001 (Bankr. Del. Case No. 01-10262).  David M.
Fournier, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $17,688,708 in assets and
$22,239,832 in liabilities.  The Court confirmed the Debtors'
chapter 11 Plan on June 10, 2003


VIRTRA SYSTEMS: Auditors Express Going Concern Doubt in Form 10-K
-----------------------------------------------------------------
Virtra Systems, Inc.'s auditors raised substantial doubt about its
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The Company said it will need substantial additional
capital or new lucrative custom application projects to become
profitable.

                   Debt Restructuring Plans

The management of Virtra has developed specific current and long-
term plans to address its viability as a going concern:

   -- The Company's anticipated entry into the training/simulation
      market was advanced by the aftermath of Sept. 11, 2001.  The
      Company is currently in advanced discussions with
      representatives of various government authorities regarding
      use of the Company's technology in detecting and mitigating
      the risk of similar problems in the future.

   -- The Company is also attempting to raise funds through debt
      and/or equity offerings. If successful, these additional
      funds would be used to pay down debt and for working capital
      purposes.

   -- In the long-term, the Company believes that cash flows from
      continued growth in its operations will provide the
      resources for continued operations.

There can be no assurance that the Company's debt reduction plans
will be successful or that the Company will have the ability to
implement its business plan and ultimately attain profitability.
The Company's long-term viability as a going concern is dependent
upon three key factors:

   -- The Company's ability to obtain adequate sources of debt or
      equity funding to meet current commitments and fund the
      continuation of its business operations in the near term.

   -- The ability of the Company to control costs and expand
      revenues from existing or new businesses.

   -- The ability of the Company to ultimately achieve adequate
      profitability and cash flows from operations to sustain its
      operations.

Virtra Systems principal business began in 1993 with the
organization of Ferris Productions, Inc.  Ferris designed,
developed, distributed, and operated virtual reality products for
the entertainment, simulation, promotion, and education markets.
"Virtual reality" is a generic term associated with computer
systems that create a real-time visual/audio/haptic (touch and
feel) experience.  Virtual reality immerses participants into a
three-dimensional real-time synthetic environment generated or
controlled by one (or several) computer(s).  In September of 2001,
Ferris merged into GameCom, Inc., a publicly-held Texas company
whose principal business at the time was the development and
marketing of an Internet-enabled video game system. Virtra's
historic areas of application have included the
entertainment/amusement, advertising/promotion, and
training/simulation markets.

The entertainment/amusement market was the original market for its
products.

The Company entered the advertising/promotion market, its second,
with its 2000 "Drive With Confidence Tour" for Buick, featuring a
virtual reality "test-drive" of a Buick LeSabre with PGA
professional Ben Crenshaw accompanying the participant.

In 2004, Virtra unveiled its IVR line of projection-based training
simulators for judgmental use-of-force, situational awareness,
combat-readiness, and tactical judgment objectives. These product
lines provide the law enforcement, military, and security markets
with 360-degree immersive training environments. As of May 10,
2005, the Company had sold 29 systems, to the United States Air
Force, the United States Army, a classified Department of Defense
customer, domestic law enforcement agencies, and state police and
security organizations in Mexico and India.

Virtra faces all the risks, expenses, and difficulties frequently
encountered in connection with the expansion and development of a
business, difficulties in maintaining delivery schedules if and
when volume increases, the need to develop support arrangements
for systems at widely dispersed physical locations, and the need
to control operating and general and administrative expenses.

On November 9, 2004, the Company attempted to forward to all the
151 holders of the old Ferris equipment leasing arrangements, the
16 holders of old Ferris debentures, and the 11 holders of the old
GameCom promissory notes, an exchange offer, under which these
leaseholders and noteholders could convert their leases and notes
to shares of Virtra Systems' common stock. The proposal was
accepted by approximately 88 percent, in principal amount, of
these leaseholders and noteholders, eliminating approximately
$6,924,308 of liability from the Company's balance sheet as of
December 31, 2004, saving it approximately $225,000 in accrued
interest per quarter. However, Virtra was unable to contact
approximately four percent of such leaseholders/noteholders, and
approximately nine percent of those contacted have thus far not
accepted the proposal. The Company's operations may require the
continued forbearance of those leaseholders and noteholders who
have not yet accepted the conversion proposal.

                            Default

As of March 31, 2005, Virtra's liquidity position was extremely
precarious.  It had current liabilities of $5,018,098, including
$841,780 in unconverted obligations under the lease financing for
the old Ferris Productions virtual reality systems, $906,788 in
accounts payable, and short-term notes payable of $1,482,897, some
of which were either demand indebtedness, or were payable at an
earlier date and were in default.  Of this amount, $1,188,397 is
with a bank with whom the Company expects to shortly negotiate a
renewal and a new amortization period.  As of March 31, 2005,
there was only $216,100 in current assets available to meet those
liabilities.

To date Virtra has met its capital requirements by acquiring
needed equipment under the Ferris non-cancelable leasing
arrangements, through capital contributions, loans from principal
shareholders and officers, certain private placement offerings,
through its previous equity line financing with Dutchess Private
Equities Fund, L.P., and through its current convertible debenture
with Dutchess Private Equities Fund, L.P. and Dutchess Private
Equities Fund II, L.P.

For the three months ended March 31, 2005, the Company's net loss
was $800,506.  After taking into account the non-cash items
included in that loss, its cash requirements for operations were
$625,685.  In addition, Virtra made capital expenditures of $1,774
and repaid notes in the amount of $161,303.  To cover these cash
requirements, the Company used existing cash, borrowed $500,000 on
a convertible debenture, and issued 246,352 shares of its common
stock under the old Dutchess equity line, for net cash proceeds of
$76,142.

In February 2005, the Company entered into a financial contract
with Dutchess Private Equities Fund, L.P., and Dutchess Private
Equities Fund II, L.P.  Under this arrangement, the Dutchess funds
were to purchase up to $6 million of Company common stock over the
next three years under an equity line.  The number of shares the
Company might have sold to the Dutchess funds was to be based upon
the trading volume of the Company's stock.  Under the February
2005 arrangement, the Dutchess funds also participated in a
private placement of $750,000 in convertible debentures, which are
presently being registered under Virtra's SB-2 filing, as amended
on April 25, 2005.

Virtra recently terminated the new equity line agreement with the
Dutchess funds.  Based on non-binding purchase commitments,
management projects that purchase order financing and revenue from
those anticipated sales will allow it to continue operations for
at least the next 12 months.

                        About the Company

VirTra Systems, Inc. (OTCBB:VTSI) applies patented technology to
produce the world's most advanced virtual reality systems and 3-D
experiences.  With proprietary 360-degree, interactive
photorealistic technology, VirTra Systems constructs marksmanship,
judgmental use-of-force, and situational awareness firearms
training simulators for military branches such as the U.S. Army
and U.S. Air Force, and for domestic and international law
enforcement agencies.  VirTra Systems also produces custom
advertising and promotional mobile marketing and experiential
marketing systems utilizing the sensations of motion, touch,
sound, and smell for clients such as General Motors, Pennzoil, Red
Baron Pizza, and the U.S. Army.

At March 31, 2005, VirTra Systems' balance sheet showed a
$3,611,620 stockholders' deficit, compared to a $3,241,230 at
Dec. 31, 2004.


VISTEON CORPORATION: Moody's Confirms Senior Implied Rating at B3
-----------------------------------------------------------------
Moody's Investors Service has confirmed the long-term debt ratings
of Visteon Corporation, senior implied at B3 and affirmed the
company's Speculative Grade Liquidity rating at SGL-4.  The rating
outlook is developing.  The rating actions consider the Memorandum
of Understanding which was entered into between Visteon and Ford
Motor Company, which should facilitate a significant revision to
the structure and cost competitiveness of Visteon's North American
manufacturing operations and provide incremental liquidity support
for the company as it restructures.

The rating confirmation reflects Moody's belief that the agreement
with Ford provides a framework and timetable for implementing a
restructuring that should help to stabilize the Visteon credit.
Nevertheless, it is noted that successful implementation of the
agreement is subject to several conditions, including approval by
the United Auto Workers union, whose leadership has announced its
support with a subsequent vote scheduled for early June.

In addition Visteon is in the process of renegotiation of the bank
facilities and is expected to require the granting of a security
interest in the company's assets, which would change the relative
priority of claim for existing unsecured bondholders in the
company's capital structure.  The developing rating outlook
considers that the senior implied, prospective bank credit
facility, and unsecured bond ratings of Visteon could be affected
in various ways depending on the company's success or failure in
implementing the proposed restructuring and refinancing.

Although failure to execute the restructuring in a timely fashion
could lead to further rating downgrades, successful execution
could be reflected in an improved senior implied and prospective
bank credit facility rating, while the ratings of the company's
unsecured bonds could remain at the B3 level reflecting their
effective subordination to bank debt.  The successful
renegotiation of the company's bank facilities could also
favorably affect the company's existing SGL-4 Speculative Grade
Liquidity Rating.

Existing ratings confirmed are:

  Visteon Corporation:

   * Senior Implied, Senior Unsecured Issuer Rating, and senior
     unsecured debt ratings at B3

   * Shelf ratings for senior unsecured, subordinated and
     preferred at (P)B3, (P)Caa2 and (P)Caa3 respectively

   * Speculative Grade Liquidity Rating, SGL-4

Visteon Capital Trust I:

   * Shelf rating for trust preferred, (P)Caa2

The Not Prime short term rating of Visteon is unaffected by the
rating action.

The MOU is expected to result in a more definitive agreement being
structured and executed with Ford by the end of July, with the
ultimate transfer of certain unprofitable North American
manufacturing plants to Ford or a new legal entity controlled by
Ford by the end of September.  After the agreement Visteon will no
longer be leasing any UAW Ford Master Agreement employees, whose
higher compensation costs have negatively affected the company's
financial performance and liability structure.

Going forward Visteon will concentrate on its identified core
businesses of interiors, climate control, electronics & lighting.
In becoming more focused, the company will end up with lower
revenues (roughly $11.4 billion); but will move closer to a break-
even performance on a global basis; and will have a more balanced
customer and geographic profile as well as a more cost competitive
labor force in the U.S.

In addition, under the proposed arrangement, Visteon will have
access to additional resources provided by Ford to facilitate
further restructuring actions.  The successful execution of the
announced strategy could lead to enhanced profitability and
improved credit metrics at Visteon over time.  The agreement will
result in a non-cash charge of some $1.3 billion to the value of
fixed assets being transferred, but also will relieve Visteon of
reimbursing Ford for some $2 billion of OPEB related liabilities
associated with its UAW Ford Master Agreement employees, resulting
in a net gain of $450-$650 million after certain other
adjustments.

In addition Visteon will receive close to $300 million for
inventory in the transitioned plants, and Ford will also
accelerate certain payment terms on its trade payables to Visteon
which is expected to provide Visteon with an additional
$200-$250 million of cash.  Upon signing a definitive agreement,
which is expected to occur by the end of July, Ford will also
provide a secured $250 million short term loan to Visteon.  This
will fund Visteon's maturing notes on August 1 for the same
amount.  Ford will be given warrants to purchase 25 million
Visteon shares.  The valuation placed on these warrants will be
expensed and would reduce the net gain otherwise arising from the
liability relief and asset write-down.

Visteon has also announced the opening of discussions with its
bank group to address its liquidity needs and its need for
financial covenant relief.  The company currently has a
$775 million term revolving credit facility which was partly
utilized for letters of credit, and a $234 million delayed draw
term loan (both of which have maturity dates in June 2007).
Visteon's 364 day bank facility will expire in mid-June 2005.
The company is expected to seek additional revolving credit
availability as well as amendments to existing covenants.  The
bank refinancing will likely involve provision of a collateral
package over substantial amounts of the company's domestic assets.
The total amount and composition of the assets to be pledged is
anticipated to fall short of any lien limitation under the
indentures for Visteon's unsecured notes, precluding a triggering
of the negative pledge provisions.  The collateral package would
be shared with Ford whose $250 million loan would mature at the
time of the asset transfer and inventory sale targeted for the end
of September.

Consequently, Moody's believes that the granting of security on
the bank facilities and the Ford facility will effectively
subordinate the existing unsecured bonds, and could warrant a
rating distinction relative to the senior implied rating.

In addition to documenting and closing a more definitive agreement
with Ford by the end of July, the UAW membership will also need to
ratify the terms of the labor aspects of the agreement.  UAW
leadership has affirmed their support, however an actual majority
vote of members employed at Visteon plants will be required.
Visteon must also conclude its accounting investigation and
deliver financial statements to the SEC and its lenders.  The
banks had earlier extended their deadline for such from early June
to the end of July and are expected to be asked for a further
extension.

Subject to satisfying these conditions and closing under the
respective agreements, prospects for Visteon's future performance
and ability to satisfy near term obligations would improve from
earlier assumptions.  In the near term the company continues to
benefit from an interim funding agreement provided by Ford during
March.  During the interim period, the developing rating outlook
expresses Moody's view that subject to the successful execution of
the restructuring and refinancing plans, Visteon's senior implied
and prospective bank credit facility ratings could be favorably
affected, while failure to implement the plans could result in
negative rating actions

Factors that could lead to higher ratings or a stable or positive
outlook would include:

   * successful implementation of the agreements and respective
     funding which would restore Visteon's operating profitability
     towards 2%;

   * EBIT/Interest coverage at or above 1.5 times;

   * sustained adjusted leverage below five times; and

   * achieving as well as maintaining positive free cash flow.

Factors that could lead to a negative outlook or lower ratings
would include:

   * failure to complete the proposed restructuring and
     refinancing plan in a timely fashion;

   * any further adverse developments on accounting or internal
     control matters that further extend the company's ability to
     publish its financial statements; or

   * a perceived inability to be on a course to achieve sustained
     profitability and free cash generation as well as
     EBIT/Interest coverage of at least 1 time.

Visteon Corporation is a leading full-service supplier of
worldwide automotive manufacturers and the global automotive
aftermarket.  The company has about 70,000 employees and a global
delivery system of more than 200 technical, manufacturing, sales
and service facilities located in 24 countries.


W.R. GRACE: Court Approves Hatco Settlement & Remediation Deals
---------------------------------------------------------------
From 1959 through 1978, W.R. Grace & Co.-Conn. owned and operated
a specialty chemicals manufacturing facility located at 1020 King
Georges Post Road in Fords, New Jersey, then known as the Hatco
Chemical Division of Grace.  Hatco Corporation purchased the real
property and operations of the Hatco Chemical Division on
August 21, 1978.  Hatco continues to own and operate the Hatco
Facility.

              Site Remediation and the 1996 Settlement

On July 22, 1992, the State of New Jersey, through the New Jersey
Department of Environmental Protection, issued a Directive and
Notice to the Insurers of Grace and Hatco asserting that the
parties are responsible for the discharge of hazardous substances
at the Hatco Facility pursuant to the Spill Compensation and
Control Act, and demanding that Grace and Hatco conduct a
remedial investigation and remedial action of hazardous
substances.

Hatco entered into an administrative consent order with the NJDEP
in September 1992 for the investigation and remediation of
hazardous substances on or emanating from the Hatco Facility.
Hatco then initiated litigation against Grace.

After extensive litigation in the federal and state courts, Grace
and Hatco entered into a settlement agreement dated July 1, 1996.
The 1996 Settlement Agreement provided for Grace and Hatco to
remediate the Site cooperatively and to participate jointly in
the resolution of future costs and expenses in connection with
the remediation.  Grace and Hatco have worked cooperatively to
address contamination at the Site since entering into the 1996
Settlement, and, until the Debtors' Petition Date, resolved
remediation costs and expenses.  Grace has not sought to reject
the 1996 Settlement under the Bankruptcy Code.

By letter dated September 12, 2001, Grace, W.R. Grace & Co., and
Remedium Group, Inc., advised the State of New Jersey and Hatco
of their bankruptcy filing and informed that they would be unable
to further participate in the environmental remedial activities
at the Site due to their Chapter 11 cases.  By letter dated
September 21, 2001, Hatco disputed the position of the Settling
Debtors and asserted that Grace has a continuing obligation to
perform the remediation of the Site pursuant to the 1996
Settlement.

The State believes that it has a non-dischargeable claim against
Grace for the remediation of the Site.

On March 28, 2003, Hatco filed Claim No. 9569 against Grace,
which claim asserts $34 million relating to Grace's obligations
and liabilities that arose from environmental contamination at
the Site.

                   The Liability Transfer Program

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, informs Judge
Fitzgerald that to avoid protracted litigation and resolve their
liability in connection with the Site, the Settling Debtors and
Hatco have developed a liability transfer program to achieve
remediation of the Site at minimum risk and cost to the Settling
Debtors.  The transfer is structured so that, in exchange for a
one-time payment, a third-party environmental contractor will
assume, in perpetuity, the Settling Debtors' and Hatco's
environmental remediation and environmental legal liability in
connection with the Site.  In short, under agreements with the
State and with the Settling Debtors and Hatco, the third-party
will be responsible in completing the environmental remediation
of the Site and maintain the remedy in perpetuity, and will
defend and pay other claims related to environmental conditions
at the Site.  The third-party's obligations will be backed by an
environmental insurance policy providing remediation cost cap
insurance in addition to pollution legal liability insurance.

To develop and implement the liability transfer structure, the
Settling Debtors entered into a professional services agreement
with Marsh USA Inc. for advice and assistance with regard to the
structure and details of the liability buy-out.  According to Ms.
Jones, Marsh has specialized knowledge with respect to
environmental insurance programs and risk transfer.  Among other
things, Marsh evaluated the environmental clean-up risks at the
Site, structured a program to address the risks, identified
potential liability buy-out candidates and insurance providers,
assisted to interview and negotiate with the candidates and
providers, and supported the evaluation of bids received.

With Marsh's assistance, the Settling Debtors and Hatco solicited
competitive bids from experienced environmental contractors.
After a rigorous selection process, the Settling Debtors and
Hatco selected Weston Solutions, Inc., as third party liability
buy-out contractor.  Weston has chosen ACE American Insurance
Company as its insurer.  ACE will issue a Remediation Expense
Containment and Premises Pollution Liability Insurance Policy to
insure Weston's obligations under the liability transfer.

                  The Liability Transfer Documents

To formalize the liability transfer, a set of five documents have
been developed:

    (a) a Settlement Agreement among the Settling Debtors,
        NJDEP, Hatco, Weston and ACE;

    (b) a Remediation Agreement among the Settling Debtors,
        Hatco and Weston;

    (c) a Policy to be issued by ACE;

    (d) an Administrative Consent Order agreed to among NJDEP,
        Weston and ACE; and

    (e) a Natural Resource Damages Settlement Agreement agreed
        among the Settling Debtors, NJDEP, Hatco and Weston.

                      The Settlement Agreement

Grace, Remedium, NJDEP, Hatco, Weston and ACE have executed a
Settlement Agreement, under which:

    1. Grace and Remedium will pay $21,353,794 in settlement of
       all liabilities with respect to the environmental
       conditions at the Site;

    2. Hatco will pay $3,768,316 in settlement of all liabilities
       with respect to the environmental conditions at the Site
       related to releases from the Site commencing prior to
       November 4, 2002;

    3. Grace and Remedium will exchange mutual releases of claims
       and covenants not to sue with Hatco;

    4. NJDEP will grant Grace and Remedium a covenant not to sue
       relating to environmental contamination resulting from
       discharges from the Site;

    5. NJDEP will grant Hatco a conditional promise not to sue
       relating to environmental contamination resulting from
       discharges from the Site commencing prior to November 4,
       2002;

    6. Hatco and NJDEP will be precluded from seeking other relief
       against Grace and Remedium related to the Site;

    7. Hatco's Claim and claims under the 1996 Settlement will be
       extinguished; and

    8. Weston will be responsible for its commitments under the
       Settlement Agreement, Remediation Agreement, the Policy,
       and the Administrative Consent Order, and ACE will be
       required to issue the Policy and provide financial
       assurance on Weston's behalf for the remediation to the
       limits of, and for so long as, the Policy is effective.

                     The Remediation Agreement

Grace, Remedium, Hatco and Weston have executed a Remediation
Agreement, under which Weston will accept responsibility for
historical environmental liabilities in connection with the Site
and the Debtors and Hatco will fund the remediation of the Site
and the purchase of insurance and annuity, for a total of
$25,122,110.  In particular, Weston will become responsible:

    * for all activities necessary to investigate and remediate
      pollution conditions caused by operations or conditions
      existing prior to November 4, 2002, whether at, under, or
      migrated or migrating from the Site;

    * to sign as the generator for all remediation waste disposed
      from the Site; and

    * for the legal obligations of Grace, Remedium, or Hatco for
      risks resulting from the pollution conditions, including
      third-party bodily injury, property damage and natural
      resource damage claims.

Weston's activities will be funded and insured through the Policy
for the first 30 years.  Any long-term operation and maintenance
of the remedy after that will be financed through a pre-funded
annuity.

                        The ACE Policy

The Policy has been negotiated among Grace, Remedium, Hatco,
Weston and ACE.  The Policy will fund the remedial action, cover
any cost overruns associated with implementing the remedial plan
or resulting from unknown pre-existing conditions or regulatory
re-openers, satisfy natural resource damages claims to a maximum
of $5 million, and provide defense and coverage of third-party
claims for clean-up costs, property damage, and bodily injury
associated with conditions related to the Site whether on-site,
off-site, associated with transportation of Site-related waste,
or disposal of wastes at non-owned disposal sites.

              The New Administrative Consent Order

Under the Settlement Agreement and the Remediation Agreement,
Weston will become liable to the State for cleanup pursuant to a
new Administrative Consent Order that has been fully negotiated,
executed by Weston and ACE, and, pursuant to the terms of the
Settlement Agreement, will be executed by NJDEP within 14 days of
receipt of the Court's order approving the Settlement and
Remediation Agreements.  ACE has executed the Administrative
Consent Order for the limited purpose of providing financial
assurance of the remedy through a self-guarantee to the State.

         The Natural Resource Damages Settlement Agreement

Under the Settlement Agreement and Remediation Agreement, natural
resource damage claims related to environmental conditions at the
Site existing as of the date of the Natural Resource Damages
Settlement Agreement will be fully settled.  The Natural Resource
Damages Settlement Agreement has been executed by the Settling
Debtors, NJDEP, Hatco and Weston.  The actions required by the
Natural Resource Damages Settlement Agreement will be funded
through the Policy.  The Settling Debtors will receive a full
release and covenant not to sue and contribution protection for
natural resource damages existing prior to the date of the
Natural Resource Damages Settlement Agreement.

         Settlement & Remediation Pacts Should be Approved

The Settling Debtors sought and obtained U.S. Bankruptcy Court for
the District of Delaware 's authority to:

    -- execute and consummate the transactions contemplated under
       the Settlement Agreement;

    -- execute and consummate the transactions contemplated under
       the Remediation Agreement;

    -- execute the Letter Agreement with Marsh; and

    -- remit to Marsh a $330,000 Success Fee as required by the
       Letter Agreement.

Ms. Jones believes that through the Settlement Agreement and
Remediation Agreement, the Settling Debtors will:

    -- avoid certain, protracted and expensive litigation,

    -- cost-effectively resolve a considerable environmental
       liability,

    -- receive covenants not to sue from NJDEP and Hatco
       concerning the Site,

    -- receive a covenant not to sue from Hatco for obligations
       and liabilities under the 1996 Settlement, and

    -- be indemnified from all potential future liability.

Furthermore, Ms. Jones says, significant environmental
contamination will be promptly remediated.

Moreover, Ms. Jones relates, the approval of the Settlement
Agreement will extinguish Hatco's contract and environmental
contribution claims without forcing litigation.  "Allowing the
settlement to proceed will eliminate Hatco's claims for
approximately $34 million against the Settling Debtors' estates
for the payment of only $21,353,794."  Furthermore, Ms. Jones
continues, the Settlement Agreement allows the Settling Debtors
to avoid additional obligations arising from the 1996 Settlement,
like payment for costs associated with facility expansion
projects and certain aspects of Hatco's wastewater discharge.
The Settlement Agreement requires Grace to pay costs for facility
expansion projects up to $3 million and for wastewater discharge
projects with no limit, Ms. Jones notes.  Therefore, Ms. Jones
says, allowing the settlement to proceed will eliminate assured
transaction costs, address risk of increased costs, and expedite
resolution of significant liability.

In addition, Ms. Jones remarks, approval of the Settlement will
result in the remediation of the Site and satisfaction of the
State's environmental statutes and regulations.  Ms. Jones
contends that while the State has not filed a proof of claim
against the Settling Debtors, NJDEP may still assert that an
order to conduct remediation issued pursuant to federal or state
environmental law is not a claim dischargeable in bankruptcy, but
rather is the State's exercise of its regulatory and police
powers.

Ms. Jones tells Judge Fitzgerald that if the settlement is not
approved, the Settling Debtors may face repercussions from the
United States Environmental Protection Agency in connection with
its regulatory and enforcement role pursuant to the Toxic
Substances Control Act.

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


WCI STEEL: Noteholders File Competing Plan of Reorganization
------------------------------------------------------------
Wilmington Trust Company and the Secured Noteholders of WCI Steel,
Inc., delivered a competing Plan of Reorganization to the U.S.
Bankruptcy Court for the Northern District of Ohio.

Wilmington Trust is the indenture trustee successor for $300
million senior notes secured by substantially all real property,
plant and equipment owned by WCI Steel.

                        Plan Structure

The Plan proposes that WCI Steel and its subsidiaries to continue
to own and operate their businesses without selling their assets
and without changing the pension and labor agreements.

The existing collective bargaining agreement with the United
Steelworkers Association will be assumed by the Reorganized
company.

The Secured Noteholders will own Reorganized WCI and new officers
and directors will be appointed.

                        Treatment of Claims

Allowed secured lender claims will be fully paid in cash on the
Effective Date.

Allowed secured notes holders will receive a new $1 million note
and 4 million shares of the New Common Stock.  Also, secured
noteholders will have the option to buy, on the Effective Date,
their pro rata shares of $50 million par value of New Preferred
Rights.

Unsecured creditors may receive either their pro rata share of
$10,000,000 cash or their share of litigation proceeds and New
Common Stock to be distributed to Secured Noteholders in respect
of their unsecured deficiency claims.

Claims less than $5,000 will be fully paid in cash plus interest
determined by the Bankruptcy Court.

Vendor claims are eliminated from the Plan after the Noteholders
determined that no vendor met an established criteria.

Equity interest holders will receive no distributions.

                             *    *    *

As previously reported, WCI filed its own plan of reorganization
sponsored by its parent company, The Renco Group, Inc.  The Plan
would have enabled WCI to retain ownership of the company with a
new labor contract in place.

Judge Marilyn Shea-Stonum didn't confirm that plan after
determining that it failed to meet one or more of the 13 standards
for confirmation stated in 11 U.S.C. Section 1129(a).

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WELLSFORD REAL: Waits for Shareholders to Okay Liquidation Plan
---------------------------------------------------------------
Wellsford Real Properties, Inc.'s (AMEX:WRP) Board of Directors
approved a Plan of Liquidation and a 1 for 100 Reverse Stock Split
and 100 for 1 Forward Stock split of its common shares.  This is
subject to the separate approval of the Company's stockholders at
an annual meeting, to be announced, which will be held subsequent
to the mailing of a proxy statement.  The purpose of the Stock
Split is for the Company to reduce the number of its shareholders
to less than 300 which will entitle it to terminate its reporting
obligations under the Securities Exchange Act of 1934 and the AMEX
listing of its common shares and continue operations as a non-
public company thereby relieving the Company of the substantial
costs, administrative burdens and compliance obligations
associated with operating as a listed public company.

In order for the Company to realize substantial cost savings from
becoming a non-public company, the Board considered limiting the
amount of funds it would expend in connection with cashing-out
holders of less than 100 common shares.  After the announcement of
the Plan and Stock Split, the Company became aware of abnormally
high trading of its common shares in lots of less than 100 shares.
This could result in substantial aggregate payments being made by
the Company to holders of less than 100 common shares in
connection with the Stock Split, which would reduce the initial
distributions to holders of 100 or more shares in connection with
the Plan.  Accordingly, the Board has reserved the right not to
effectuate the Stock Split if the aggregate amount to be paid to
cash-out fractional shares exceeds $1 million.

Whether or not the Stock Split is effectuated, the Company will
proceed with implementing the Plan if it is approved by
stockholders.

Jeffrey Lynford, Chairman and Chief Executive Officer of the
Company commented that "The Company's Board of Directors and
management believed, in recommending the Plan and Stock Split,
that the Stock Split was in the best interests of shareholders
because the added costs of public company compliance in the
context of a liquidation would reduce liquidating distributions to
shareholders.  If the costs associated with effectuating the Stock
Split become too high, there would be less benefit to effectuating
it."

                        About the Company

Wellsford Real Properties, Inc. is a real estate merchant banking
firm headquartered in New York City which acquires, develops,
finances and operates real properties, constructs for-sale single
family home and condominium developments and organizes and invests
in private and public real estate companies.


WINN-DIXIE: Has Until August 15 to File Notices of Removal
----------------------------------------------------------
Rule 9027(a) of the Federal Rules of Bankruptcy Procedure places
time restrictions on the Debtors' ability to remove pending
actions.  Specifically, that Rule provides:

        Time for Filing; Civil Action Initiated Before
        Commencement of the Case Under the Code.  If the claim or
        cause of action in a civil action is pending when a case
        under the Code is commenced, a notice of removal may be
        filed only within the longest of (A) 90 days after the
        order for relief in the case under the Code, (B) 30 days
        after entry of an order terminating a stay, if the claim
        or cause of action in a civil action has been stayed under
        Section 362 of the Code, or (C) 30 days after a trustee
        qualifies in a chapter 11 reorganization case but not
        later than 180 days after the order for relief.

When Winn-Dixie Stores, Inc., and its debtor-affiliates filed for
chapter 11 protection, they were plaintiffs in approximately 12
actions pending in state and federal courts throughout the
country.  The Actions cover a broad spectrum of legal issues
including breach of contract, pharmacy litigation, real estate and
others.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, relates that because the Debtors have been
focused primarily on stabilizing and maximizing the value of
their businesses, the Debtors have not yet reviewed all the
Actions to determine whether any Actions should be removed under
Bankruptcy Rule 9027(a).

Accordingly, the Debtors sought and obtained from the U.S.
Bankruptcy Court for the Middle District of Florida an extension
of the period within which they may file notices of removal with
respect to pending actions through August 15, 2005.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Objects to Old Dixie & Dole PACA Claims
---------------------------------------------------
As previously reported on the Troubled Company Reporter on May 20,
2005, on March 22, 2005, the U.S. Bankruptcy Court for the
Southern District of New York granted Winn-Dixie Stores, Inc., and
its debtor-affiliates authority to pay prepetition claims arising
under the Perishable Agricultural Commodities Act and the Packers
and Stockyard Act.

The procedures established by the PACA Order require the Debtors
to file a Report with the Court setting forth the status and
information on the PACA Claims.

                            *   *   *

                            Responses

(1) Old Dixie

On March 30, 2005, Old Dixie Produce & Packaging, Inc., formerly
known as Dixie Products & Packaging, Inc., filed a claim for
$240,101 against the Debtors pursuant to the Perishable
Agricultural Commodities Act.  However, Old Dixie was informed
that only $14,162 of its claim qualified as a valid PACA Claim.
Mark G. Duncan, Esq., at Dwyer & Cambre, in Metairie, Louisiana,
relates that the Debtors' consultants advised Old Dixie that the
remaining balance of $165,535 does not qualify for treatment
under the PACA Trust and would be treated as a general unsecured
claim.

The Debtors point out that most of Old Dixie's invoices provide
for 45-day payment terms, with very few exceptions.  The Debtors
believe that any agreement by the parties, whether orally or in
writing, extending the payment terms beyond 30 days extinguishes
the vendor's PACA Trust right.

Mr. Duncan contends that the Debtors' objection to Old Dixie's
claim is unacceptable and contrary to law.  For a produce
supplier to extend payment terms beyond those prescribed in PACA
regulations, Mr. Duncan states, the agreement must be:

    -- written;

    -- entered prior to the transaction;

    -- maintained in the files of each party; and

    -- specifically referred to in the invoices setting forth the
       extended payment terms.

Mr. Duncan asserts that Old Dixie's search of its records does
not reveal any prior written agreement that extended the parties'
payment terms in a way that would extinguish Old Dixie's PACA
rights.  Furthermore, Old Dixie requested proof of that agreement
from the Debtors, if it did exist.  However, no agreement has
been produced, Mr. Duncan says.

Accordingly, Old Dixie asks the Court to allow its PACA Claim for
at least $186,179, which is the entire sum of its prepetition
invoices.

(2) Dole, et al.

The Debtors' Report regarding claims under PACA confirms that the
PACA claims of four claimants is subject to further
reconciliation and resolution:

    -- Dole Fresh Fruit Co.,
    -- Dole Fresh Vegetables, Inc.,
    -- Incredible Fresh Produce & Dairy, and
    -- W.P. Produce Corp.

According to Allan C. Watkins, Esq., in Tampa, Florida, the
Debtors paid the reconciled portions of each of the PACA claims
and the parties are diligently cooperating with one another in
reconciling and resolving the balance of each claim.

Out of an abundance of caution, Dole Fresh Fruit, Dole Fresh
Vegetables, Incredible Fresh Produce and W.P. Produce object to
the Debtors' Report to the extent there is any implication that
any portion of their claims remaining to be reconciled is not a
valid PACA trust claim.

In addition, Mr. Watkins reports that the PACA claim filed by
Imports Unlimited, Inc., is subject to further review and
reconciliation.  However, Imports Unlimited's claim is not listed
in the Debtors' Report.  Accordingly, Imports Unlimited objects
to the Debtors' Report to the extent that its claim was not
listed and that there is an implication that the unreconciled
portion of its claim is not a valid PACA trust claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Thrivent Wants to Foreclose Interest In Property
------------------------------------------------------------
Thrivent Financial for Lutherans, formerly known as Lutheran
Brotherhood and as assignee of Sun Bank N.A., asks the U.S.
Bankruptcy Court for the Middle District of Florida to lift the
automatic stay with respect to certain real estate property of
Winn-Dixie Stores, Inc., and its debtor-affiliates.

Pursuant to a Note, Loan Agreement, Leasehold Mortgage, Security
Agreement, Financing Statement and Assignment of Subleases dated
December 29, 1994, Gooding's Super Market, Inc., granted Sun Bank
National Association a mortgagee's interest in certain real
property located in Osceola, Florida.

According to Jeffrey de Carlo, Esq., at Foley & Mansfield, PLLP,
in Miami, Florida, Sun Bank was the holder for value of the Note
made by Gooding's for $2,280,000.  The Note was secured by a
Leasehold Mortgage, Security Agreement, Financing Statement and
Assignment of Subleases.  The Mortgage covers and encumbers the
leasehold interest in the real property.  The Note was further
secured, among other things, by an Assignment of Subleases dated
December 29, 1994, from Gooding's to Sun Bank.

On May 4, 1995, the Loan Agreement, the Note, the Mortgage, and
the Assignment were assigned to Thrivent.

In 2000, the Debtors assumed Gooding's obligations pursuant to an
Assumption Agreement.

Mr. de Carlo tells the Court that, as of the bankruptcy petition
date, there was a delinquency under the terms of the Note secured
by the Mortgage.  The outstanding balance due on the Note is
currently $656,580 exclusive of interest, late fees, attorney's
fees and costs.  Interest rate is 9.4% and late charge is 4% of
the principal.  As of May 13, 2005, the Debtors owe Thrivent
$661,051.

Accordingly, Thrivent wants to foreclose its interest in the
Property.  In the alternative, Thrivent asks the Court to compel
the Debtors to provide adequate protection of its interest in the
Property.

Mr. de Carlo reports that the assessed value of the Property is
$1,527,200.  Thrivent is not aware of any other liens on the
Property.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


XSTREAM BEVERAGE: Auditors Raise Going Concern Doubt
----------------------------------------------------
Xstream Beverage Network Inc. reported a $9.2 million net loss for
the year ended Dec. 31, 2004, compared to a $6.4 million net loss
for the same period in 2003.  In addition, at Dec. 31, 2004, the
Company had an accumulated deficit of $26,958,397.

                     Going Concern Doubt

While approximately 41% and 52% of net losses for the years ended
Dec. 31, 2004 and 2003 are non-cash, stock-based expenses, the
report of the Company's independent registered public accounting
firm on Xstream's financial statements for the fiscal years ended
Dec. 31, 2004 and 2003 contained a qualification expressing
substantial doubt as to the Company's ability to continue as a
going concern.  Xstream's operating results for future periods
will include significant expenses, including product development
expenses, sales and marketing costs, programming and
administrative expenses, and will be subject to numerous
uncertainties.  As a result, management is unable to predict
whether Xstream will achieve profitability in the future.  The
failure to achieve profitable operations in future periods will
adversely effect the Company's available working capital which
would in turn limit its ability to grow the company and increase
revenues.  In this event, one could lose all of their investment
in the Company.

The Company's assets serve as collateral under an outstanding
secured convertible term note.  If the Company were to default on
the obligations under this note, Laurus Master Fund, L.P. could
foreclose on Company assets, which would prevent Xstream from
conducting its business in the future and would cause the Company
to cease operations.

As noted, the Company has a history of losses and at December 31,
2004 had an accumulated deficit of $26,958,397 and a working
capital deficit of $2,345,022.  Xstream will require funds to
satisfy its current obligations, increase its product inventory,
move its subsidiary to a new facility in Maui and equip that
facility with additional manufacturing equipment, and for
receivable financing.  The Company will also need funds to satisfy
the balance of the closing consideration due to Morris Stoddard of
$412,000 related to the acquisition of Master Distributors.  Mr.
Stoddard has agreed to defer this amount and approximately
$112,500 in payments due under the 2004 salary agreement with him
until April 14, 2005.  The Company does not presently have the
funds available to pay Mr. Stoddard, nor does it have any
commitments for additional working capital and there are no
assurances that such capital will be available to it when needed,
or upon terms and conditions which are acceptable to it.  If
unable to secure additional working capital through the sale of
equity securities, the ownership interests of current stockholders
will be diluted.  If Xstream raises additional working capital
through the issuance of debt or additional dividend paying
securities, the Company's future interest and dividend expenses
will increase. If unable to secure additional working capital
as needed, the Company's ability to grow sales, meet  operating
and financing obligations as they become due, and continue Company
business and operations could be in jeopardy.

Xstream Beverage Network Inc. develops, markets, sells and
distributes new age beverage category natural sodas, fruit juices
and energy drinks. Following its acquisition in April 2003 of
Total Beverage Network, its focus has been to build a network of
small to medium sized beverage distribution businesses, with an
emphasis on the East Coast of the United States. The Company 's
goal is to become a leading distributor of beverage products
through multiple distribution channels. Since its acquisition of
Total Beverage Network, the Company has acquired additional
beverage distribution companies together with a natural juice
company and certain intellectual property rights related to other
beverage names.

At March 31, 2005, Xstream Beverage's balance sheet showed a
$2 million stockholders' deficit.


* Alvarez & Marsal Hires Patrick McCormick as Managing Director
---------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Patrick McCormick has joined Alvarez & Marsal Business
Consulting as a managing director.  Based in Philadelphia, he is
leading development activities in the Mid-Atlantic market and will
serve clients throughout the Northeast region.

With over 25 years of consulting and business management
experience across a variety of industry sectors, Mr. McCormick has
significant expertise in business planning, customer and market
strategy, business intelligence, finance strategy development,
financial engineering, performance management, financial process
and systems improvements.  Over the course of his career he also
has advised clients on mergers, acquisitions and divestitures,
service and manufacturing operations design, organization
development and structuring and negotiating venture partnerships
and debt and equity agreements.

Prior to joining A&M, Mr. McCormick served as COO and CFO of a
large multifamily and office real estate development firm.   He
previously served as the co-managing partner responsible for
Andersen's Business Consulting Finance Business Solutions practice
in the North America and Europe.   Before that, he was the
managing partner of Andersen's Philadelphia and Southeast Region
Business Consulting Practice.

A frequent guest speaker and contributing writer, Mr. McCormick
holds a dual bachelor's degree in management/marketing and
accounting from St. Joseph's University.

Alvarez & Marsal Business Consulting, LLC (A&M BC) works with
corporate clients to deliver exceptional improvements in
performance.  A&M BC is composed of dedicated teams of senior
consulting specialists with backgrounds in general management,
strategy, functional skills, technology and business processes.
Building on the heritage of A&M's turnaround and crisis management
capability, A&M BC serves clients with strong competitive and
financial positions and also works with the firm's restructuring
professionals to assist under-performing companies.

                      About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.

Founded in 1983, Alvarez & Marsal draws on a strong operational
heritage in providing services including turnaround management
consulting, crisis and interim management, performance
improvement, creditor advisory, financial advisory, dispute
analysis and forensics, tax advisory, real estate advisory and
business consulting.

A network of nearly 400 seasoned professionals in locations across
the US, Europe, Asia and Latin America, enables the firm to
deliver on its proven reputation for leadership, problem solving
and value creation.   For more information, visit
http://www.alvarezandmarsal.com


* Alvarez & Marsal Hires Kevin Redmon as Atlanta Senior Director
----------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Kevin Redmon has joined Alvarez & Marsal Business Consulting
as a senior director in the Atlanta office.  Mr. Redmon will lead
the group's strategy practice in the southeast region.

With more than 17 years of industry and consulting experience, Mr.
Redmon specializes in, strategic planning, growth strategies and
business process improvement.  He also brings significant
experience with technology strategy and implementations.

Prior to joining A&M, Mr. Redmon was a director at Radiant
Systems, a manufacturer of touch-screen point-of-sale systems,
where he served in a variety of executive roles, with
responsibility for major account P&Ls and delivery of products and
services to petroleum and convenience store clients.   Before that
he served as a senior manager at global strategy consulting firm
Bain & Company.

Over the course of his consulting career, Mr. Redmon's advisory
assignments have spanned a wide variety of industries and
geographies, including:  developing a highly successful core
business growth strategy for a global professional services firm,
leading the start-up of a new business unit for a multi-billion
dollar parcel delivery company, and developing a 200-store retail
expansion strategy for a U.S. furniture company.   A graduate of
Clemson University with B.S. and M.S. degrees in computer
engineering, Mr. Redmon earned an MBA from Harvard Business
School.

"As Alvarez & Marsal Business Consulting continues to grow and
expand, we are attracting a team of high-caliber professionals who
have extensive consulting experience as well as valuable executive
level corporate experience," said Tom Elsenbrook, an A&M managing
director and head of Alvarez & Marsal Business Consulting.  "We're
looking forward to Kevin's presence and leadership as we expand in
Atlanta and throughout the Southeast."

Serving businesses with good market positions and solid
financials, Alvarez & Marsal Business Consulting partners with
management to identify opportunity, enhance efficiency and
maintain competitive advantage.   Its five focused offerings
include: Finance and Accounting Solutions, Information Technology
Strategy and Integration Solutions, Human Resources and Human
Capital Growth Solutions, Strategy and Corporate Solutions, and
Supply Chain Solutions.

Specific Strategy and Corporate Solutions include: Corporate and
Business Unit Strategy, including strategic assessment, portfolio
optimization and strategic due diligence; Marketing Effectiveness,
including pricing strategy, customer/channel/product profitability
and sales force effectiveness; Growth Initiatives, including
mergers and acquisitions strategy and market assessment;
Operational Efficiency, including cost reduction, outsourcing
strategy and merger integration; and Contract Center Solutions and
Optimization.

                     About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.

Founded in 1983, Alvarez & Marsal draws on a strong operational
heritage in providing services including turnaround management
consulting, crisis and interim management, performance
improvement, creditor advisory, financial advisory, dispute
analysis and forensics, tax advisory, real estate advisory and
business consulting.

A network of nearly 400 seasoned professionals in locations across
the US, Europe, Asia and Latin America, enables the firm to
deliver on its proven reputation for leadership, problem solving
and value creation.   For more information, visit
http://www.alvarezandmarsal.com


* BOND PRICING: For the week of May 23 - May 27, 2005
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    46
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adaptec Inc.                           0.750%  12/22/23    74
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     5
Advanced Access                       10.750%  06/15/11    72
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    48
Amer. & Foreign Power                  5.000%  03/01/30    74
Amer. Color Graph.                    10.000%  06/15/10    65
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    60
Amer. Tissue Inc.                     12.500%  07/15/06     2
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    74
American Airline                      10.180%  01/02/13    69
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
Amkor Tech Inc.                        5.000%  03/15/07    73
Amkor Tech Inc.                       10.500%  05/01/09    73
AMR Corp.                              4.500%  02/15/24    75
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    62
AMR Corp.                              9.800%  10/01/21    64
AMR Corp.                              9.880%  06/15/20    63
AMR Corp.                             10.000%  04/15/21    66
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    63
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anadigics                              5.000%  10/15/09    69
Apple South Inc.                       9.750%  06/01/06    20
Archibald Candy                       10.000%  11/01/07     2
AT Home Corp.                          0.525%  12/28/18    24
AT Home Corp.                          4.750%  12/15/06    30
ATA Holdings                          12.125%  06/15/10    43
ATA Holdings                          13.000%  02/01/09    42
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    29
Atlas Air Inc.                         9.702%  01/02/08    51
Autocam Corp.                         10.875%  06/15/14    73
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     8
BBN Corp.                              6.000%  04/01/12     0
Broadband Tech.                        5.000%  05/15/01     0
Burlington Northern                    3.200%  01/01/45    61
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.000%  12/26/06    73
Calpine Corp.                          4.750%  11/15/23    54
Calpine Corp.                          7.750%  04/15/09    50
Calpine Corp.                          7.875%  04/01/08    56
Calpine Corp.                          8.500%  07/15/10    69
Calpine Corp.                          8.500%  02/15/11    56
Calpine Corp.                          8.625%  08/15/10    53
Calpine Corp.                          8.750%  07/15/07    59
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    69
Charter Comm Hld.                      8.625%  04/01/09    71
Charter Comm Hld.                      9.625%  11/15/09    72
Charter Comm Hld.                     10.000%  04/01/09    74
Charter Comm Hld.                     10.000%  05/15/11    69
Charter Comm Hld.                     10.250%  01/15/10    71
Charter Comm Hld.                     10.750%  10/01/09    74
Charter Comm Hld.                     11.125%  01/15/11    71
Charter Comm Inc.                      5.875%  11/16/09    60
Chic East ILL RR                       5.000%  01/01/54    55
Coeur D'Alene                          1.250%  01/15/24    67
Collins & Aikman                      10.750%  12/31/11    41
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Continental Airlines                   7.461%  04/01/13    73
Continental Airlines                   8.499%  05/01/11    74
Corecomm Limited                       6.000%  10/01/06     5
Covad Communication                    3.000%  03/15/24    73
Cray Research                          6.125%  02/01/11    37
Curagen Corp.                          4.000%  02/15/11    64
Curative Health                       10.750%  05/01/11    74
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    45
Delta Air Lines                        7.711%  09/18/11    47
Delta Air Lines                        7.779%  01/02/12    50
Delta Air Lines                        7.900%  12/15/09    35
Delta Air Lines                        7.920%  11/18/10    45
Delta Air Lines                        8.000%  06/03/23    36
Delta Air Lines                        8.300%  12/15/29    26
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        9.000%  05/15/16    26
Delta Air Lines                        9.200%  09/23/14    40
Delta Air Lines                        9.250%  03/15/22    25
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.750%  05/15/21    26
Delta Air Lines                       10.000%  08/15/08    39
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    30
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    35
Delta Air Lines                       10.375%  12/15/22    26
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  03/26/14    37
Delta Air Lines                       10.790%  03/26/14    30
Delphi Auto System                     7.125%  05/01/29    68
Delphi Corp.                           6.500%  08/15/13    73
Delphi Trust II                        6.197%  11/15/33    41
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    70
Dura Operating                         9.000%  05/01/09    69
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    65
Eagle Food Center                     11.000%  04/15/05     0
Edison Brothers                       11.000%  09/26/07     0
Emergent Group                        10.750%  09/15/04     0
Epic Resorts LLC                      13.000%  06/15/05     2
Evergreen Intl. Avi.                  12.000%  05/15/10    70
Exodus Comm. Inc.                      5.250%  02/15/08     0
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    42
Fedders North Am.                      9.875%  03/01/14    56
Federal-Mogul Co.                      7.375%  01/15/06    25
Federal-Mogul Co.                      7.500%  01/15/09    25
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    20
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    20
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    65
Finisar Corp.                          2.500%  10/15/10    74
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     1
Foamex L.P.                            9.875%  06/15/07    52
Ford Motor Co                          6.625%  02/15/28    75
Ford Motor Co                          7.125%  11/15/25    75
Ford Motor Co                          7.400%  11/01/46    74
Ford Motor Co                          7.700%  05/15/97    73
Ford Motor Co                          7.750%  06/15/43    75
Ford Motor Credit                      5.550%  08/22/11    72
Fruit of the Loom                      8.875%  04/15/06     0
General Motors                         7.400%  09/01/25    69
General Motors                         8.100%  06/15/24    70
General Motors                         8.250%  07/15/23    73
General Motors                         8.375%  07/15/33    74
GMAC                                   5.250%  01/15/14    72
GMAC                                   5.350%  01/15/14    72
GMAC                                   5.700%  06/15/13    75
GMAC                                   5.750%  01/15/14    73
GMAC                                   5.850%  05/15/13    74
GMAC                                   5.850%  06/15/13    71
GMAC                                   5.850%  06/15/13    75
GMAC                                   5.850%  06/15/13    74
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  01/15/19    66
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    71
GMAC                                   5.900%  10/15/19    64
GMAC                                   6.000%  07/15/13    75
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  02/15/19    67
GMAC                                   6.000%  02/15/19    66
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  04/15/19    66
GMAC                                   6.000%  09/15/19    72
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  10/15/19    69
GMAC                                   6.100%  11/15/13    75
GMAC                                   6.100%  09/15/19    70
GMAC                                   6.125%  10/15/19    67
GMAC                                   6.150%  08/15/19    68
GMAC                                   6.150%  09/15/19    70
GMAC                                   6.150%  10/15/19    66
GMAC                                   6.200%  04/15/19    71
GMAC                                   6.250%  12/15/18    68
GMAC                                   6.250%  01/15/19    72
GMAC                                   6.250%  04/15/19    70
GMAC                                   6.250%  05/15/19    72
GMAC                                   6.250%  07/15/19    74
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.300%  08/15/19    70
GMAC                                   6.350%  04/15/19    72
GMAC                                   6.350%  07/15/19    72
GMAC                                   6.400%  12/15/18    70
GMAC                                   6.400%  11/15/19    68
GMAC                                   6.400%  11/15/19    68
GMAC                                   6.500%  11/15/18    71
GMAC                                   6.500%  12/15/18    69
GMAC                                   6.500%  12/15/18    74
GMAC                                   6.500%  05/15/19    75
GMAC                                   6.500%  01/15/20    72
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.600%  05/15/18    75
GMAC                                   6.600%  06/15/19    71
GMAC                                   6.600%  06/15/19    74
GMAC                                   6.650%  06/15/18    72
GMAC                                   6.650%  10/15/18    74
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  11/15/18    72
GMAC                                   6.700%  12/15/19    74
GMAC                                   6.750%  03/15/18    75
GMAC                                   6.750%  10/15/18    75
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.800%  09/15/18    73
GMAC                                   6.800%  10/15/18    73
GMAC                                   6.850%  05/15/18    74
GMAC                                   6.875%  08/15/16    74
GMAC                                   6.875%  07/15/18    73
GMAC                                   6.900%  06/15/17    75
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    74
GMAC                                   7.000%  02/15/18    74
GMAC                                   7.000%  03/15/18    74
GMAC                                   7.000%  05/15/18    75
GMAC                                   7.000%  08/15/18    75
GMAC                                   7.000%  09/15/18    75
GMAC                                   7.000%  09/15/21    71
GMAC                                   7.000%  09/15/21    75
GMAC                                   7.000%  11/15/23    70
GMAC                                   7.000%  11/15/24    74
GMAC                                   7.150%  09/15/18    75
GMAC                                   7.150%  01/15/25    75
GMAC                                   7.150%  03/15/25    70
GMAC                                   7.250%  03/15/25    73
GMAC                                   7.500%  03/15/25    70
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    61
GST Network Funding                   10.500%  05/01/08     0
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth.                        9.625%  03/15/06    31
Icon Health & Fit                     11.250%  04/01/12    71
Icos Corp.                             2.000%  07/01/23    71
Idine Rewards                          3.250%  10/15/23    75
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    60
Inland Fiber                           9.625%  11/15/07    48
Intermet Corp.                         9.750%  06/15/09    47
Intermune Inc.                         0.250%  03/01/11    71
Iridium LLC/CAP                       10.875%  07/15/05    15
Iridium LLC/CAP                       11.250%  07/15/05    15
Iridium LLC/CAP                       13.000%  07/15/05    14
Iridium LLC/CAP                       14.000%  07/15/05    14
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    10
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    73
Kmart Corp.                            9.350%  01/02/20    26
Kmart Funding                          8.800%  07/01/10    75
Kmart Funding                          9.440%  07/01/18    28
Kulicke & Soffa                        0.500%  11/30/08    68
Lehman Bros. Holding                   6.000%  05/25/05    66
Lehman Bros. Holding                   7.500%  09/03/05    44
Level 3 Comm. Inc.                     2.875%  07/15/10    51
Level 3 Comm. Inc.                     6.000%  09/15/09    50
Level 3 Comm. Inc.                     6.000%  03/15/10    48
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    60
Loral Cyberstar                       10.000%  07/15/06    74
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
Metaldyne Corp.                       11.000%  06/15/12    70
Metamor Worldwide                      2.940%  08/15/04     1
Mirant Corp.                           2.500%  06/15/21    73
Mirant Corp.                           5.750%  07/15/07    73
Mississippi Chem.                      7.250%  11/15/17     4
Molten Metal Tec                       5.500%  05/01/06     0
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    43
MSX Intl. Inc.                        11.375%  01/15/08    52
Natl Steel Corp.                       8.375%  08/01/06     0
New Orl Grt N RR                       5.000%  07/01/32    74
North Atl Trading                      9.250%  03/01/12    72
Northern Pacific Railway               3.000%  01/01/47    62
Northwest Airlines                     7.626%  04/01/10    69
Northwest Airlines                     7.875%  03/15/08    50
Northwest Airlines                     8.070%  01/02/15    53
Northwest Airlines                     8.130%  02/01/14    53
Northwest Airlines                     8.700%  03/15/07    59
Northwest Airlines                     8.875%  06/01/06    74
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    61
Northwest Airlines                    10.000%  02/01/09    51
Northwest Airlines                    10.500%  04/01/09    67
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    17
Oakwood Homes                          8.125%  03/01/09    24
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    39
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                     12.375%  08/01/06    58
Pegasus Satellite                     12.500%  08/01/07    57
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    46
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Pixelworks Inc.                        1.750%  05/15/24    68
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    62
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    22
Primus Telecom                         5.750%  02/15/07    33
Primus Telecom                         8.000%  01/15/14    48
Primus Telecom                        12.750%  10/15/09    45
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    65
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    18
Reliance Group Holdings                9.750%  11/15/03     4
Rite Aid Corp.                         6.875%  12/15/28    70
Rite Aid Corp.                         7.700%  02/15/27    74
RJ Tower Corp.                        12.000%  06/01/13    56
Salton Inc.                           10.750%  12/15/05    42
Salton Inc.                           12.250%  04/15/08    38
Scotia Pac Co.                         6.550%  01/20/07    72
Scotia Pac Co.                         7.110%  01/20/14    68
Scotia Pac Co.                         7.710%  01/20/14    72
Silicon Graphics                       6.500%  06/01/09    71
Solectron Corp.                        0.500%  02/15/34    65
Specialty Paperb.                      9.375%  10/15/06    69
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    30
Tekni-Plex Inc.                       12.750%  06/15/10    67
Teligent Inc.                         11.500%  03/01/08     1
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    20
Trans Mfg Oper                        11.250%  05/01/09    50
Triton PCS Inc.                        8.750%  11/15/11    65
Triton PCS Inc.                        9.375%  02/01/11    66
Tropical SportsW                      11.000%  06/15/08    35
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    16
United Air Lines                       6.932%  09/01/11    53
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.762%  10/01/05    10
United Air Lines                       7.811%  10/01/09    41
United Air Lines                       8.030%  07/01/11    23
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    45
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.020%  04/19/12    32
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    38
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     8
United Air Lines                      10.110%  01/05/06    42
United Air Lines                      10.110%  02/19/06    42
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     7
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.670%  05/01/04     8
United Air Lines                      11.210%  05/01/14     5
Univ. Health Services                  0.426%  06/23/20    63
United Homes Inc.                     11.000%  03/15/05     0
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/08     3
US Airways Inc.                        7.960%  01/20/18    48
US West Cap. Fdg                       6.875%  07/15/28    74
Utstarcom                              0.875%  03/01/08    64
Venture Hldgs                          9.500%  07/01/05     1
WCI Steel Inc.                        10.000%  12/01/04    69
Werner Holdings                       10.000%  11/15/07    73
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Wheeling-Pitt St.                      6.000%  08/01/10    71
Winn-Dixie Store                       8.875%  04/01/08    51
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     7
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    47

                          *********

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, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***