TCR_Public/051017.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, October 17, 2005, Vol. 9, No. 246      

                          Headlines

ABLE LABORATORIES: Wants Court to Okay Asset Sale Procedures
ACE SECURITIES: Ample Credit Support Cues S&P to Raise Ratings
ADDISON-DAVIS: Independent Auditor Raises Going Concern Doubt
ADVANCED COMMS: Weinberg & Company Raises Going Concern Doubt
AGING CARE: Case Summary & 20 Largest Unsecured Creditors

ANCHOR GLASS: Arkema Wants to Terminate CERTINCOAT Contract
ANCHOR GLASS: Hires Cohen & Grigsby as Special Counsel
ANDERSON CLARK: Case Summary & Largest Unsecured Creditors
AR UTILITY: Exclusive Plan-Filing Period Extended to Nov. 3
ATA AIRLINES: Eliminates Three Routes in Ongoing Business Plan

AUSTIN COMPANY: Files Chapter 11 Protection in N.D. Ohio
AUSTIN COMPANY: Case Summary & 40 Largest Unsecured Creditors
BALL CORP: Completes Debt Refinancing & Calls 2006 Bonds
BARAK I.T.C.: Section 304 Petition Summary
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes

BRICOLAGE CAPITAL: Voluntary Chapter 11 Case Summary
BROOKLYN HOSPITAL: Look for Bankruptcy Schedules on November 29
CALPINE CORP: Completes $225 Million Assets Sale to LS Power
CATHOLIC CHURCH: Tort Claimants Want ACRP Order Abated in Spokane
CATHOLIC CHURCH: Ct. Okays Stipulation Between Tucson & Claimants

CENTEX HOME: Fitch Puts BB+ Rating on $12 Mil Class B Certificates
CHARLES LAFASCIANO: Case Summary & 20 Largest Unsecured Creditors
CITGO PETROLEUM: Soliciting Consents to Eliminate Defaults
COMMERCE ONE: Court Approves Responsible Person Engagement Pact
CORNING INC: Retirement Trust Selling 5 Million Common Shares

CRC HEALTH: Bain Acquisition Cues S&P's CreditWatch Negative
CREDIT SUISSE: S&P Cuts Rating on Class M Loans to BB from A
CREDIT SUISSE: Moody's Puts Low-B Ratings on Five Cert. Classes
DELPHI CORP: Moody's Expects Impact on CDO's from Bankr. Filing
DELPHI CORP: Wants Court Injunction Against Utility Companies

DELPHI CORP: Wants Court to Okay Interim Compensation Procedures
DELPHI CORP: Gets Order to Grant Priority Status to Vendor Claims
DELTA AIR: Comair Subsidiary to File for Chapter 11 Protection
DELTA MILLS: KPMG Raises Going Concern Doubt
DOMTAR INC: S&P Retains BB Long-Term Corporate Credit Rating

DRUGMAX INC: Closes on Wells Fargo's New $65 Mil. Credit Facility
EYE CARE: Moody's Cuts Liquidity Rating on Change of Control Fear
FIDELITY NATIONAL: Fitch Holds BB- Rating on Subsidiary
FLI LEARNING: Case Summary & 20 Largest Unsecured Creditors
FOAMEX INT'L: U.S. Trustee Appoints 7-Member Creditors Committee

FOAMEX INT'L: Wants Court to Fix December 5 as Claims Bar Date
FOAMEX INT'L: Obtains Injunction Against Utility Companies
GARDENBURGER INC: Files for Chapter 11 Protection in C.D. Calif.
GARDENBURGER INC: Case Summary & 20 Largest Unsecured Creditors
GOODYEAR TIRE: Exchanging $400MM Senior Notes for Registered Bonds

GRAND TRAVERSE: S&P Puts BB- Rating on Proposed $30.4 Bond Issue
HCA INC: Releases Preliminary Third Quarter Results
HCA INC: Launches Dutch Auction Tender Offer for 50 Million Shares
HCA INC: Strong Cash Flow Cues Fitch to Hold Ratings at BB+
HCA INC: Dutch Auction Cues Moody's to Lower Liquidity Rating

HCA INC: $2.5 Bil. Share Repurchase Cues S&P to Affirm BB+ Rating
HOST MARRIOTT: Improving Performance Spurs Moody's to Up Ratings
HUFFY CORP: Exits Bankruptcy Following Plan Consummation
IGIA INC: Posts $2.9 Million Net Loss in Quarter Ended May 31
INDUSTRIAL ENTERPRISES: Auditors Raise Going Concern Doubt

INDUSTRIAL ENTERPRISES: Scott Margulis Joins Board of Directors
INEX PHARMACEUTICALS: Awaits Court Judgment on Bankruptcy Petition
INTERPUBLIC GROUP: Fitch Affirms Issuer Default Rating at B+
INTERSTATE BAKERIES: 18 Creditors Sell $4 Million in Claims
ISLE OF CAPRI: Moody's Rates New $225-Mil Secured Bank Loan at B1

JC PENNEY: Debt Reduction Prompts Fitch to Raise Ratings
KISCH OIL: Case Summary & 15 Largest Unsecured Creditors
LA QUINTA: Successful Baymont Buy-Out Spurs Moody's to Up Ratings
MAGRUDER COLOR: Amper Politziner Approved as Tax Accountants
MAGRUDER COLOR: Court Approves Daley-Hodkin Corp. as Auctioneer

MARY CRIMMEN: Case Summary & 12 Largest Unsecured Creditors
MESABA AVIATION: Files Chapter 11 to Expedite Restructuring
MESABA AVIATION: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Rates Six Certificate Classes at Low-Bs
MT. SINAI HOSPITAL: S&P Holds BB Rating on Outstanding Bonds

NATEC INC: Case Summary & 20 Largest Unsecured Creditors
NC TELECOM: Case Summary & 20 Largest Unsecured Creditors
NEIL TYBURK: Case Summary & 13 Largest Unsecured Creditors
NORBOURG ASSET: RSM Richter is Trustee in Canadian BIA Assignment
NORCROSS SAFETY: Moody's Affirms Low-B Ratings with Stable Outlook

NORTHWEST AIRLINES: Files Adversary Proceeding Against AMEX
NORTHWEST AIRLINES: Airport Operators Want Debtors to Remit Fees
NORTH AMERICAN: Plan Solicitation Period Stretched to Jan. 31
NORTHWEST AIRLINES: Suppliers Want Existing Contracts Unaltered
NORTHWEST AIRLINES: Aircraft Lessors Want Adequate Protection

NORTHWEST AIRLINES: East Texas Capital Lobbies for Equity Panel
NTELOS HOLDINGS: S&P Rates $135MM Planned Sr. Notes Offer at CCC+
NVE INC: Creditors Panel Wants to Hire Brown Rudnick as Counsel
O'SULLIVAN INDUSTRIES: Files for Chapter 11 Protection in Georgia
O'SULLIVAN INDUSTRIES: Case Summary & 43 Largest Creditors

PENTON MEDIA: Improved Performance Prompts S&P to Upgrade Rating
PHARMACEUTICAL FORMULATIONS: Prepares to Pay CIT Loan in Full
PHOTOCIRCUITS CORP: Files Chapter 11 Petition in E.D. New York
PHOTOCIRCUITS CORP: Case Summary & 17 Largest Unsecured Creditors
REFCO GROUP: Capital Unit's Woes Prompt Moody's to Junk Ratings

REFCO GROUP: S&P Junks Long-Term Counterparty Credit Rating
REFOCUS GROUP: Names Douglas Williamson President & CEO
RELIANCE NATIONAL: Section 304 Petition Summary
REMEDENT INC: Ended Fiscal 2005 With $273,910 Equity Deficit
RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 40 Cert. Classes

RICHTER FURNITURE: Apex Offers $3,275,000 to Buy Most Assets
ROUNDY'S SUPERMARKETS: Moody's Junks $150-Mil Senior Sub. Notes
SHEFFIELD STEEL: Likely Buy-Out Prompts Moody's Developing Outlook
SUNDIV CORPORATION: Case Summary & 7 Largest Unsecured Creditors
SUPERB SOUND: Case Summary & 20 Largest Unsecured Creditors

TOWER AUTOMOTIVE: Consolidating Operations to Other Locations
TRACY LACH: Case Summary & 12 Largest Unsecured Creditors
TWENTY-FIRST: Case Summary & 11 Largest Unsecured Creditors
VARTEC TELECOM: Wants Exclusive Periods Stretched to November 22
WESTPOINT STEVENS: Responds to Funds, et al.'s Fees Objection

WORKFLOW MGT: S&P Puts BB- Rating on $340MM Sr. Secured Debt

* Former FCC Media Bureau Chief Joins Sheppard Mullin's DC Office
* FTI Consulting Names Four New Senior Managing Directors

* BOND PRICING: For the week of Oct. 10 - Oct. 14, 2005

                          *********

ABLE LABORATORIES: Wants Court to Okay Asset Sale Procedures
------------------------------------------------------------
Able Laboratories, Inc., asks the United States Bankruptcy Court
for the District of New Jersey to approve auction procedures for
the sale of its assets and assumption of its contracts and leases
to the highest and best bidder.  

Aurobindo Pharma USA is the "stalking horse" bidder, and Able had
entered into a "nonbonding" letter of intent with Aurobindo Pharma
USA.  The transaction with Aurobindo Pharma USA is conditioned,
among other things:

   -- on completion of satisfactory due diligence;

   -- the parties' entering into a definitive asset purchase
      agreement;

   -- the bankruptcy court's approval of the terms of the
      agreement; and

   -- adoption of a court order approving auction procedures which
      include:

       * a required minimum overbid over Aurobindo Pharma USA's
         offer, and

       * payment of a break-up fee in the event the assets are
         sold to another bidder.

The Bankruptcy Court will convene a hearing on Wednesday, Oct. 19,
2005, to consider the Debtor's request.

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc.
-- http://www.ablelabs.com/-- develops and manufactures generic    
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $59.5 million in
total assets and $9.5 million in total debts.


ACE SECURITIES: Ample Credit Support Cues S&P to Raise Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on various
classes from Ace Securities Corp. Home Equity Loan Trust series
2001-HE1, 2001-NC1, and 2002-HE2.  Additionally, the rating on
class M-4 from series 2002-HE1 is lowered to 'BB+' from 'BBB-'.  
At the same time, the remaining publicly rated classes from Ace
Securities Corp. Home Equity Loan Trust transactions are affirmed.

The upgrades reflect sufficient current and projected credit
support, in the form of subordination, overcollateralization, and
excess spread.  All of the upgraded transactions except series
2002-HE2 have reached their overcollateralization targets.

Projected credit support percentages are at least 3.19x the loss
coverage levels associated with the new ratings.  Except in the
case of series 2002-HE2, excess spread has been consistently
greater than the losses on all the upgraded deals.

The lowered rating reflects weak and actual projected credit
support percentages that are less than the levels necessary to
maintain the current rating.  The original credit support for
class M-4 from series 2002-HE1 was 7.75%; the current credit
support for the class is 6.73%. There has not been enough excess
interest to cover the realized losses.

The average losses for the past 12 months totaled $488,719, 20.1%
more than the average excess interest of  $386,451 that was
generated for the period. Series 2002-HE1 is below its
overcollateralization target, and the current
overcollateralization deficiency is $390,095.

The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.  
These transactions benefit from credit enhancement provided by
subordination, overcollateralization, and excess spread.

Additional credit enhancement for class A-2B from series 2003-HS1
is provided by a financial guaranty insurance policy issued by
MBIA Insurance Corp. ('AAA' financial strength rating).

As of the August 2005 remittance date, total delinquencies range
from .98% (series 2004-HE2) to 41.21% (series 2001-AQ1).  The
cumulative losses, as a percentage of the original trust balances,
range from 0.0% for four of the 24 transactions to a high of 4.01%
for series 1999-LB2.

The outstanding pool balances of the series that are 18 months or
older range from 6.00% to 46.98% of their original sizes.  
However, the outstanding pool balances of the most recent issues
(17 months or newer) range from 34.25% to 97.3% of their original
sizes.

The collateral for all of the transactions consists of loans that
are secured by first liens on one- to four-family residential
properties. Series 1999-LB2 consists of two pools with fixed- and
adjustable-rate mortgage loans.  Series 2001-HEL consists of
mortgage loans that are secured by fixed- and adjustable-rate
mortgages, while series 2001-AQ1 comprises adjustable-rate
mortgage loans.
    
                    Ratings Raised
    
   Ace Securities Corp. Home Equity Loan Trust

                                  Rating
     Series           Class     To      From
     ------           -----     --      ----
     2001-HE1         M-1       AAA     AA
     2001-HE1         M-2       AA      A
     2001-NC1         B         AA      A-
     2002-HE2         M-1       AAA     AA
          
                    Ratings Lowered
     
   Ace Securities Corp. Home Equity Loan Trust
   
                                  Rating
     Series           Class     To      From
     ------           -----     --      ----
     2002-HE1         M-4       BB+     BBB-
     
                    Ratings Affirmed
   
   Ace Securities Corp. Home Equity Loan Trust

     Series         Class                              Rating
     ------         -----                              -------
     1999-LB2       A                                  AAA
     1999-LB2       M-1                                AA
     1999-LB2       M-2                                A
     1999-LB2       B                                  BBB
     2001-AQ1       A-IO, M-1                          AAA
     2001-AQ1       M-2                                A
     2001-HE1       A                                  AAA
     2001-HE1       M-3                                BBB
     2002-HE1       M-1                                AA+
     2002-HE1       M-2                                A
     2002-HE1       M-3                                BBB
     2002-HE2       A-IO                               AAA
     2002-HE2       M-2                                A
     2002-HE2       M-3                                BBB
     2002-HE2       M-4                                BBB-
     2002-HE3       A-1, A-2A, A-2C, A-IO              AAA
     2002-HE3       M-1                                AA
     2002-HE3       M-2                                A
     2002-HE3       M-3                                BBB
     2003-FM1       A-IO                               AAA
     2003-FM1       M-1                                AA+
     2003-FM1       M-2                                A
     2003-FM1       M-3                                A-
     2003-FM1       M-4                                BBB+
     2003-FM1       M-5                                BBB
     2003-FM1       M-6                                BBB-
     2003-HE1       A-1, A-2                           AAA
     2003-HE1       M-1                                AA
     2003-HE1       M-2                                A
     2003-HE1       M-3                                A-
     2003-HE1       M-4                                BBB+
     2003-HE1       M-5                                BBB
     2003-HE1       M-6                                BBB-
     2003-HS1       A-1, A-2A, A-2B                    AAA
     2003-HS1       M-1                                AA
     2003-HS1       M-2                                A
     2003-HS1       M-3                                A-
     2003-HS1       M-4                                BBB+
     2003-HS1       M-5                                BBB
     2003-HS1       M-6                                BBB-
     2003-NC1       A-1, A-2A, A-2C                    AAA
     2003-NC1       M-1                                AA+
     2003-NC1       M-2                                A
     2003-NC1       M-3                                A-
     2003-NC1       M-4                                BBB+
     2003-NC1       M-5                                BBB
     2003-NC1       M-6                                BBB-
     2003-OP1       A-1, A-2, A-3                      AAA
     2003-OP1       M-1                                AA+
     2003-OP1       M-2                                A+
     2003-OP1       M-3                                A
     2003-OP1       M-4                                A-
     2003-OP1       M-5                                BBB
     2003-OP1       M-6                                BBB-
     2003-TC1       A-1, A-2                           AAA
     2003-TC1       M-1                                AA
     2003-TC1       M-2                                A
     2003-TC1       M-3                                A-
     2003-TC1       M-4                                BBB+
     2004-FM1       A-1A, A-2A, A-2B, A-2C, A-3        AAA
     2004-FM1       M-1                                AA+
     2004-FM1       M-2                                A+
     2004-FM1       M-3                                A
     2004-FM1       M-4                                BBB+
     2004-FM1       M-5                                BBB
     2004-FM1       M-6                                BBB-
     2004-FM1       B-1A, B-1B                         BB
     2004-FM2       A-1A, A-1B, A-2A, A-2B, A-2C       AAA
     2004-FM2       M-1                                AA+
     2004-FM2       M-2                                AA
     2004-FM2       M-3                                AA-
     2004-FM2       M-4                                A
     2004-FM2       M-5                                A-
     2004-FM2       M-6                                BBB
     2004-FM2       B                                  BBB-
     2004-HE1       A-1, A-2B, A-3                     AAA
     2004-HE1       M-1, M-2                           AA
     2004-HE1       M-3                                A
     2004-HE1       M-4                                A-
     2004-HE1       M-5                                BBB+
     2004-HE1       M-6                                BBB-
     2004-HE1       B                                  BB
     2004-HE2       A-1, A-2A, A-2B, A-2C              AAA
     2004-HE2       M-1                                AA+
     2004-HE2       M-2                                AA
     2004-HE2       M-3                                A+
     2004-HE2       M-4, M-5                           A
     2004-HE2       M-6                                A-
     2004-HE2       B-1                                BBB
     2004-HE2       B-2                                BBB-
     2004-HE3       A-1, A-1B,A-2A,A-2B,A-2C,A-2D,M-1  AAA
     2004-HE3       M-2, M-3                           AA+
     2004-HE3       M-4, M-5                           AA
     2004-HE3       M-6                                AA-
     2004-HE3       M-7                                A+
     2004-HE3       M-8                                A
     2004-HE3       M-9                                A-
     2004-HE3       M-10                               BBB+
     2004-HE3       M-11                               BBB-
     2004-HE3       B                                  BB+
     2004-HE4       A-1, A-2                           AAA
     2004-HE4       M-1, M-2                           AA+
     2004-HE4       M-3, M-4                           AA
     2004-HE4       M-5                                A+
     2004-HE4       M-6, M-7                           A
     2004-HE4       M-8                                A-
     2004-HE4       M-9, M-10                          BBB
     2004-HE4       M-11                               BBB-
     2004-HE4       B                                  BB+
     2004-HS1       A-1, A-2, A-3                      AAA
     2004-HS1       M-1                                AA+
     2004-HS1       M-2                                AA-
     2004-HS1       M-3                                A
     2004-HS1       M-4                                A-
     2004-HS1       M-5                                BBB+
     2004-HS1       M-6                                BBB-
     2004-IN1       A-1, A-2A, A-2B                    AAA
     2004-IN1       M-1                                AA+
     2004-IN1       M-2                                AA
     2004-IN1       M-3                                AA-
     2004-IN1       M-4                                A
     2004-IN1       M-5                                A-
     2004-IN1       M-6                                BBB+
     2004-IN1       B                                  BBB-
     2004-OP1       A-1, A-2A, A-2B, A-2C              AAA
     2004-OP1       M-1                                AA+
     2004-OP1       M-2                                AA
     2004-OP1       M-3                                A+
     2004-OP1       M-4                                A
     2004-OP1       M-5                                A-
     2004-OP1       M-6                                BBB
     2004-OP1       B                                  BB
     2004-RM1       A-1A, A-1B, A-2                    AAA
     2004-RM1       M-1                                AA+
     2004-RM1       M-2, M-3                           AA
     2004-RM1       M-4                                AA-
     2004-RM1       M-5                                A+
     2004-RM1       M-6                                A
     2004-RM1       B-1                                A-
     2004-RM1       B-2                                BBB-
     2004-RM1       B-3                                BB+
     2004-RM2       A                                  AAA
     2004-RM2       M-1, M-2                           AA+
     2004-RM2       M-3, M-4                           AA
     2004-RM2       M-5, M-6                           A+
     2004-RM2       M-7                                A
     2004-RM2       B-1                                A-
     2004-RM2       B-2                                BBB
     2004-RM2       B-3, B-4                           BBB-
     2004-RM2       B-5                                BB
     2004-SD1       A-1                                AAA
     2004-SD1       M-1                                AA
     2004-SD1       M-2                                A
     2004-SD1       M-3                                BBB
     2004-SD1       M-4                                BBB-


ADDISON-DAVIS: Independent Auditor Raises Going Concern Doubt
-------------------------------------------------------------
Armando C. Ibarra, Jr., CPA, expressed substantial doubt about
Addison-Davis Diagnostics, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's continuing losses from operations.

Addison-Davis' former auditor, Corbin & Company, LLP, also raised
substantial doubt about the Company's ability to continue as a
going concern after auditing its financial statements for the
fiscal year ended June 30, 2004.  Apart from recurring losses, the
auditing firm also pointed to the Company's failure to preserve
patent rights on NICOWater(TM), which had been its sole revenue
generating product.

                    Fiscal 2005 Results

Addison-Davis incurred a net loss of $3,617,527 on revenues of
$5,176 for the fiscal year ended June 30, 2005 as compared to a
net loss of $7,161,005 on revenues of $192,109 for the fiscal year
ended June 30, 2004.  The Company attributes the decrease in the
net loss to the elimination of costs and expenses associated with
its NICOWater(TM) product and patent and cost efficiencies
resulting from installation of new management.

The Company's balance sheet showed $1,222,919 of assets at June
30, 2005, and liabilities totaling $2,930,293.  The Company
reports a $20,095,914 accumulated deficit and a $1,092,882
negative working capital as of June 30, 2005.

Based in Westlake Village, California, Addison-Davis Diagnostics,
Inc. -- http://www.addisondavis.com/-- offers quick response  
diagnostic tests that are user friendly, produce fast simple
results and are less costly, less problematic and less time
consuming.  The Company is currently focused on bringing fast and
reliable "Point-of-care" Diagnostic Testing through the use of its
patented technology to Healthcare Professionals, Hospitals,
certain branches of the Government and the Workplace environment
for drugs-of-abuse and medical conditions and diseases.


ADVANCED COMMS: Weinberg & Company Raises Going Concern Doubt
-------------------------------------------------------------
Weinberg & Company, PA, expressed substantial doubt about   
Advanced Communications Technologies, Inc.'s ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal years ended June 30, 2005 and 2004.  The
auditing firm points to the Company's $735,833 net loss and
$875,933 of negative cash flow from operations in fiscal 2005 as
well as its $139,363 working capital deficiency at June 30, 2005.  

Advanced Communications' management attributes the net loss
incurred in fiscal 2005 to a $1.2 million loss from the
discontinued operations of its 62% owned subsidiary, Pacific
Magtron International Corporation, Inc.  As previously reported in
the Troubled Company Reporter, Pacific Magtron filed for Chapter
11 protection (Bankr. D. Nev. Case No. 05-14326) on May 11, 2005.
Advanced wrote-off $669,000 on account of its equity interest in
PMIC following the chapter 11 filing.  

                         Default

In January 2004, Advanced Communications entered into a six-month
unsecured promissory note with Cornell Capital Partners, LP, in
the amount of $3 million.  Under the terms of the promissory note,
the Company agreed to repay the note either in cash or through the
net proceeds to be received by the Company under its Equity Line
of Credit facility over a 24-week period commencing February 23,
2004.

As of June 30, 2004, the Company repaid $625,000 of the note from
proceeds on the issuance of 517,000,360 shares of common stock
under its Equity Line of Credit facility.

During the fiscal year ended June 30, 2005, the Company repaid a
total of $2.1 million of principal on the note, of which $100,000
was repaid by issuing 172,881,526 shares of common stock and
$2 million was repaid in cash leaving a balance of $275,000.

On February 10, 2005, the note was modified, extended to June 30,
2005, and bears interest at a rate of 10%.  The note was not paid
when due and is currently in default.

                About Advanced Communications

Based in New York, Advanced Communications Technologies, Inc.,
specializes in the technology aftermarket service and supply
chain, known as reverse logistics.  Its wholly owned subsidiary
and principal operating unit, Encompass Group Affiliates, Inc.,
acquires and operates businesses that provide computer and
electronics repair and end-of-life cycle services.


AGING CARE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aging Care Home Health, Inc.
        101 North Second Street, Suite 101
        West Monroe, Louisiana 71291

Bankruptcy Case No.: 05-33407

Type of Business: The Debtor offers nursing care, physical
                  therapy, occupational therapy, speech
                  pathology, medical social and home health
                  aide.

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Louisiana (Monroe)

Debtor's Counsel: Wade N. Kelly, Esq.
                  1333 Common Street
                  Lake Charles, Louisiana 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274

Total Assets: $655,999

Total Debts:  $54,407,440

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
United States of America      Alleged improper       $54,000,000
Palmetto GBA and HHS as       Medicaid payments
their interests appear,       plus treble damages
c/o Alexander
800 Lafayette Street,
Suite 2200
Lafayette, LA 70501-6832

Chase                         Line of credit            $125,000
Desiard Street
Monroe, LA 71201

Pearson Bernard               Legal services             $74,226
1224 Highway Avenue
Covington, KY 41011

Hibernia National Bank        Line of credit             $50,000

Department of Treasury-IRS    941 Taxes for third        $35,913
Special Procedures Branch     quarter

Davenport, Files & Kelly      Legal services             $26,000

First USA Bank                Charges                    $20,979

First USA Visa                Charges                    $17,757

Wells Fargo                   Charges                    $17,689

Jack C. Noble, MD             Services                    $8,000

LA Dept. of Revenue Taxation  Withholding taxes           $7,027

Physician Sales               Services                    $6,326

Linda Ketchel                 Cleaning services           $2,200

Stuarts                       Supplies                    $2,183

Gulf South Medical Supply     Supplies                    $1,748

Bank One                      Charges                     $1,678

American Express              Charges                     $1,662

The Heritage Company          Services                    $1,311

USBankCorp                    Goods                       $1,200

Langlinais & Broussard        Services                    $1,044


ANCHOR GLASS: Arkema Wants to Terminate CERTINCOAT Contract    
-----------------------------------------------------------
Arkema, Inc., fka ATOFINA Chemicals, Inc., asks the U.S.
Bankruptcy Court for the Middle District of Florida to lift the
automatic stay so it can terminate the contract allowing Anchor
Glass Container Corporation to use its CERTINCOAT glass coating
system.

Alternatively, Arkema seeks adequate protection of its interests,
including:

   * a requirement that the Debtor pay all postpetition amounts
     owed immediately;

   * a requirement that the Debtor pay all future payments within
     15 days of being invoiced;

   * a requirement that the Debtor submit OU's to Arkema for all
     of its plants not less than once a week; and

   * a requirement that the Debtor assume or reject the Contract
     within 30 days.

On January 1, 2004, Arkema and Anchor Glass entered into a
contract wherein Arkema agreed to impart on the Debtor the
handling, processing and manufacturing techniques, abilities and
capacities needed to utilize the CERTINCOAT System to apply a
coating composition to glass containers.  Arkema also agreed to
sell to the Debtor the "Formulation" -- organotin chemicals used
in the process of depositing a hot tin oxide on glass.

Under the Contract, the Debtor was permitted to purchase certain
formulation and spare parts, lease necessary equipment, and
license certain of Arkema's technology and patents in return for
payments specified in a Lease Fee.

To the extent that the Debtor does not make the Lease Fee
payments to Arkema in accordance with the Contract, the Debtor
effectively receives all of the benefits of the Contract,
including infringing on Arkema's exclusive property rights,
without the required compensation to Arkema.

Alfred Villoch, III, Esq., at Buchanan Ingersoll PC, in Tampa,
Florida, says that the Contract was executory as of the Petition
Date.  Arkema supplies the Formulation, Equipment and Spare
Parts, and licenses the CERTINCOAT System and technology to the
Debtor for use in all of its eight plants.  Arkema understands
that it is the sole source available to the Debtor for the supply
of the chemicals necessary for the glass coating process.

The Contract provides for a consignment arrangement to replenish
the Formulation and Spare Parts at the Debtor's eight plants.  
The Debtor is required to report consignment usage to Arkema at
least once a month for each of the Debtor's facility.  The
submission of a consignment usage report -- OU -- triggers the
issuance of an invoice to the Debtor, which is to be paid within
45 days.  In effect, the Debtor, if it does not act in good
faith, can extend Arkema's credit risk by improperly holding and
not timely submitting the OU's to Arkema.

Mr. Villoch tells the Court that the Debtor has a prepetition
debt exceeding $120,000, of which $18,581 is delinquent.  The
Prepetition Debt was included on the Debtor's schedules of assets
and liabilities, although the amount listed was incorrect.  
Before the Petition Date, the Debtor had defaulted under the
Contract by, among other things, failing to pay amounts due to
Arkema in a timely fashion.

Arkema was listed as one "critical vendor" in the Debtor's
request to pay critical vendor claims.  Mr. Villoch asserts that
the indicated proposed amount to satisfy Arkema's prepetition
claim was substantially inaccurate.  The Debtor amended the
Critical Vendors Motion and increased the proposed payment to
Arkema.  Arkema, however, still disputes the amended amount.

Mr. Villoch tells Judge Paskay that the Debtor continues to order
additional Formulation and Spare Parts under the Contract, but
has given no assurance of payment.

According to Mr. Villoch, despite not being able to receive due
postpetition payments, Arkema made repeated efforts to contact
the Debtor.  Most efforts went without response.  The Debtor's
only substantive response is that it has recently mailed a $2,000
payment to Arkema.  Mr. Villoch denies Arkema's receipt of the
payment.

". . . Arkema would prefer not to terminate the Contract with the
Debtor; however, the Debtor refuses to comply with its payment
and reporting obligations, or to adequately protect Arkema from
further loss and exposure", Mr. Villoch says.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Hires Cohen & Grigsby as Special Counsel
------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ Cohen
& Grigsby PC as special counsel to represent it in the litigation
commenced by GGC, LLC -- also known as Glenshaw Glass Company --
in the United States Bankruptcy Court for the Western District of
Pennsylvania.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
relates that Cohen & Grigsby is particularly well suited for the
type of representation required by the Debtor.  Cohen & Grigsby
has over 100 attorneys with a broad range of expertise in
business commercial and business matters, including litigation at
the trial and appellate levels, and experience in bankruptcy law
and regularly appears before bankruptcy judges in Pennsylvania.

Cohen & Grigsby will be paid in accordance with its ordinary and
customary hourly rates for the legal services rendered.  The firm
will also be reimbursed for actual and necessary out-of-pocket
expenses.

Anchor did not disclose the firm's hourly billing rates.

Neil F. Siegel, Esq., a member of Cohen & Grigsby, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.  Neither Cohen & Grisby
nor any of its partners or associates has any connection with the
Debtor, its creditors, the United States Trustee or any other
interested parties.

However, Mr. Siegel informs the Court that Cohen & Grigsby
represents E. W. Bowman, Incorporated, which is a fabricator that
designs and manufactures annealing or decorating lehrs.  E.W.
Bowman continues to be a supplier to the Debtor and has a small
prepetition claim believed to be less than $10,000.  The parties
do not anticipate that Cohen & Grigsby would need to enter an
appearance in the case on behalf of E. W. Bowman.  Moreover, E.W.
Bowman's executory contract is not related in any respect to the
matter on which Cohen & Grigsby is to be retained as special
counsel.  Additionally, both E.W. Bowman and the Debtor have
waived any actual or potential conflict of interest.

Mr. Siegel also points out that it is possible that certain Cohen
& Grigsby attorneys or employees hold interests in mutual funds
or other investment vehicles that may own the Debtor's
securities.

Aside from the two instances, Mr. Siegel attests that the firm
does not have any clear potential conflicts of interest in
Anchor's Chapter 11 cases.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANDERSON CLARK: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Anderson Clark, Inc.
        aka BCT Ohio
        2700 McKinley Avenue
        Columbus, Ohio 43204

Bankruptcy Case No.: 05-73524

Type of Business: The Debtor specializes in making and delivering
                  high quality, black ink, thermographed business
                  cards in 24 hours.  The Debtor also introduced
                  Orderprinting.com(TM), the proprietary,
                  state-of-the-art Internet Order access system
                  that provides customized Web sites from accounts
                  that will transmit orders for business cards,
                  stationary, rubber stamps and labels 24 hours
                  a day, seven days a week..
                  See http://www.bctohio.com/

Chapter 11 Petition Date: October 13, 2005

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun

Debtor's Counsel: Susan L. Rhiel, Esq.
                  124 South Washington Avenue
                  Columbus, Ohio 43215
                  Tel: (614) 221-4670

Total Assets:   $306,748

Total Debts:  $2,269,773

The Debtor's 11-page List of Largest Unsecured Creditors is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=051015012951


AR UTILITY: Exclusive Plan-Filing Period Extended to Nov. 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered a
bridge order extending, through and including Nov. 3, 2005, the
time within which AR Utility Specialists, Inc., has the exclusive
right to file a chapter 11 plan.

The Debtor's want their exclusive period to file a chapter 11 plan
extended until Jan. 15, 2006.  The Debtor also wants to retain the
exclusive right to solicit acceptances of that plan from their
creditors through March 15, 2006.

The Debtor gives the Court three reasons supporting the extension:

   1) it has been preoccupied for most of its time and efforts
      during its chapter 11 case in cash collateral negotiations,
      including obtaining a Court-approved Stipulation with
      JPMorgan Chase Bank, N.A. and Merchants Bonding Company that
      extends cash collateral usage through Jan. 15, 2006;

   2) its management has devoted significant time and resources to
      the creation of new business opportunities that will enable
      it to generate sufficient funds or financing to allow it to
      confirm a full-pay case and exit its chapter 11 case;

   3) it has spent considerable time investigating potential
      claims against third parties and dealing with issues related
      to the Reynoso divorce proceeding.  While the Debtor does
      not anticipate that the divorce litigation will lessen any
      time soon, but it is optimistic that with the Stipulation in
      place, it will be able to more thoroughly dissect third-
      party claims and related issues for purposes of providing a
      full and accurate disclosure statement and confirming a
      viable plan of reorganization.

The Court makes it clear that its bridge order should not be
construed as a ruling on or determination of the merits of the
Debtor's motion.

Objections to the bridge order, if any, must be filed and served
by Oct. 27, 2005.

The Court will convene a final hearing at 10:00 a.m., on Nov. 3,
2005, to consider the Debtor's request.

Headquartered in Phoenix, Arizona, AR Utility Specialists, Inc. --
http://www.arusi.net/-- is an engineering and design firm for    
utilities serving the metropolitan Phoenix area.  The Debtor filed
for chapter 11 protection on June 10, 2005 (Bankr. D. Ariz. Case
No. 05-10489).  J. Henk Taylor, Esq., at Lewis And Roca LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


ATA AIRLINES: Eliminates Three Routes in Ongoing Business Plan
--------------------------------------------------------------
As part of ATA Airlines, Inc. will be ending its service from:

   -- Chicago-Midway to Boston on Oct. 28, 2005;
   -- Newark, N.J. on Oct. 29, 2005; and
   -- Minneapolis/St. Paul on Dec. 1, 2005

in efforts to create an even more efficient and cost-competitive
operating structure.

ATA will also suspend its launch of new service between Chicago-
Midway and Miami and Sarasota, Fla.  Service to these markets was
scheduled to begin on Oct. 29, 2005.

According to ATA Senior Vice President and Chief Commercial
Officer Subodh Karnik, the decision to eliminate these routes is
part of an ongoing effort to create a strategic business plan that
best positions the Company for bankruptcy emergence.  "All
airlines, including ATA, must continually evaluate the future
profitability and viability of each route - based on passenger
demand, competition, and cost inputs," said Mr. Karnik.  
"Increased capacity, fluctuating demand and skyrocketing fuel
prices created a financial reality we simply could not ignore.  
Ultimately, it is our responsibility to create an operating plan
that leads to predictable long-term profitability and the enhanced
financial stability of the Company."

ATA Vice President of Strategic Planning and Chief Restructuring
Officer Sean Frick agreed.  "These schedule changes will improve
ATA's cash flow and put the Company on a better footing to attract
an investment and emerge from Chapter 11."

ATA is in the process of contacting customers affected by this
announcement and is putting plans into place to assist those
individuals holding tickets beyond the cancellation dates until
Jan. 9, 2006, in booking alternative travel on other carriers.  
Those holding tickets for travel beyond Jan. 9, 2006, on the
affected routes will be provided full refunds.  All changes will
be reflected in the Company's public timetable as of Oct. 16,
2005.

Approximately 100 employee positions are affected by the route
restructuring.  ATA is communicating directly with these
individuals regarding the announcement and is committed to doing
what is possible to assist all employees during the transition.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.


AUSTIN COMPANY: Files Chapter 11 Protection in N.D. Ohio
--------------------------------------------------------
The Austin Company and two affiliates filed voluntary chapter 11
petitions in the U.S. Bankruptcy Court for the Northern District
of Ohio on Oct. 14, 2005, in order to facilitate completion of its
previously planned strategic restructuring.

The restructuring is expected to culminate in the majority of
Austin's U.S. operations becoming part of Austin AECOM, a division
of AECOM, which conducts its business through a group of operating
companies including Austin AECOM.

"Although we very much had hoped to accomplish the restructuring
outside of bankruptcy, a dispute related to a breach of contract
by a client of one of our subsidiaries, and the costs associated
with the litigation of it, has created significant financial
strain for the company," said Patrick B. Flanagan, president and
chief operating officer.  "This has forced us to take this step at
this time in order to protect our future.  Our restructuring will
continue under court protection and The Austin Company will
maintain normal operations during the process."

Mr. Flanagan said The Austin Company will strive to maintain
business as usual in the interim and that it expects that
employees and vendors will continue to be paid for services
performed following the filing in the ordinary course of business.  
Austin intends to finance continued operations with cash during
the Chapter 11 process.

                  Asset Purchase Agreement

In its court filings, the company said it has entered into an
asset purchase agreement under which the majority of The Austin
Company's U.S. operations will be merged with Austin AECOM, which
was created in early 2005 when Austin's Southwest and Midwest
regional operations joined forces with AECOM's McClier
Corporation.

The parties plan to consummate the combination under sections 363
and 365 of the bankruptcy code, subject to certain conditions
including approval by the Bankruptcy Court, higher and better
offers, customary closing conditions and any required governmental
approvals.  The transaction is expected to close by the end of the
fourth quarter.

"This important step will complete the strategic combination of
these two strong organizations that began earlier this year," Mr.
Flanagan added.  "The collective experience and expertise that we
will now offer will be a tremendous benefit to our clients and the
marketplace at large.  It also offers our employees significantly
expanded opportunities for growth."

The company's Austin U.K. subsidiary was not included in the
Chapter 11 filing, and there should be no impact on its ability to
serve customers, pay employees and fulfill financial obligations
to suppliers.

                        About AECOM

AECOM -- http://www.aecom.com/-- is a global leader in the  
transportation, environmental, and facilities markets with
projects in more than 60 countries.  Named in Forbes magazine's
list of the Top 500 Private Companies, AECOM has expected annual
revenues of approximately $2.5 billion for fiscal year 2005. AECOM
features prominently in ENR's Top 500 Design Firms list in 2005,
ranking first in transportation, first in sewer/waste, first in
general building and third overall.

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation/ distribution consulting, facility/process audits
and more.  The Company and two affiliates filed for chapter 11
protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead Case No.
05-93363).  Christine M. Pierpont, Esq., at Squire, Sanders &
Dempsey, L.L.P., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


AUSTIN COMPANY: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: The Austin Company
             6095 Parkland Boulevard
             Cleveland, Ohio 44124

Bankruptcy Case No.: 05-93363

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Austin Holdings, Inc.                            05-93295
RB of PA Inc.                                    05-93422

Type of Business: The Debtor is an international firm offering a
                  comprehensive portfolio of in-house
                  architectural, engineering, design-build,
                  construction management and consulting services.
                  See http://www.theaustin.com/

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtors' Counsel: Christine M. Pierpont, Esq.
                  Squire, Sanders & Dempsey, L.L.P.
                  4900 Key Tower
                  127 Public Square
                  Cleveland, Ohio 44114
                  Tel: (216) 479-8500
                  Fax: (216) 479-8776

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
The Austin Company          $10 Million to       $10 Million to
                            $50 Million          $50 Million

Austin Holdings, Inc.       $0 to $50,000        $1 Million to
                                                 $10 Million

RB of PA Inc.               $10 Million to       $10 Million to
                            $50 Million          $50 Million

A. Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
St. Paul Travelers            Surety on contracts    $25,000,000
Attn: Tom Rogers
1 Tower Square, 5PB
Hartford, CT 06183

Teton Industrial              Subcontractor claim     $9,341,047
Construction
1690 Bluegrass Lakes Parkway
Alpharetta, GA 30004

Casey Industrial, Inc.        Subcontractor claim     $4,563,875
P.O. Box 889
Albany, OR 97321-3890

JJ Excavating                 Subcontractor claim     $3,504,782
P.O. Box 610
Los Alamos, NM 87544

Sauer Incorporated            Subcontractor claim     $2,083,236
P.O. Box 371119
Pittsburgh, PA 15251-7119

Methuen Construction          Subcontractor claim     $1,037,020
Company, Inc.

Consolidated Electrical       Subcontractor claim       $942,302
Services
661 Pleasant Street
Norwood, MA 02062

Jaynes Structures, #6591      Payment on subcontract    $828,870
2906 Broadway Northeast
Albuquerque, NM 87107

M.L. Young Construction       Subcontractor claim       $724,055
Corp.
5720 North I-35 Industrial
Boulevard
Edmond, OK 73034

Baker Concrete Construction   Payment on subcontract    $722,496
900 North Garver Road
Monroe, OH 45050-1277

Kinetic Systems, Inc.         Trade debt                $608,291
22279 Network Place
Chicago, IL 60673-1221

Ryan Incorporated Central     Trade debt                $580,358
P.O. Box 206
Janesville, WI 53547-0206

Gulf Foundation Inc.          Trade debt                $533,633
13350 East Highway 92
Dover, FL 33527-4122

Invensys ENE, Inc.            Subcontractor claim       $533,037
427 Turnpike Street
Canton, MA 02021

Chapman Corporation           Trade debt                $503,341
331 South Main Street
Washington, PA 15301

Intec Construction Company    Trade debt                $503,137
3800 Freemont Avenue
Kansas City, MO 64129

Atlantic Millwrights, Inc.    Claim                     $456,546
77 Concord Street
North Reading, MA 01864-2601

Mark One Electrical           Trade debt                $437,840
Company, Inc.
909 Troost Avenue
Kansas City, MO 64106

Mosser Construction           Trade debt                $423,848
6048 Deer Park Court
Toledo, OH 43614

Atlantic Projects Company     Subcontractor claim       $388,000
Inc.
1462 Erie Boulevard
Schenectady, NY 12305

American Acoustical           Subcontractor claim       $338,779
Contractors Corp.
120 Cedar Street
Canton, MA 02021

Atlantic Millwrights, Inc.    Trade debt                $338,089
77 Concord Street
North Reading, MA 01864-2601

Precision Concrete            Trade debt                $316,188
Construction, Inc.
5855 Shiloh Road, Suite 200
Alpharetta, GA 30005

Terra Excavating, Inc.        Trade debt                $296,975
13400 Pine Street
Largo, FL 33774

Sagamore Plumbing & Heating,  Subcontractor claim       $281,698
Inc.
320 Libbey Industrial Parkway
Weymouth, MA 02189

Decco, Inc.                   Subcontractor claim       $273,378
31 Route 13
Brookline, NH 03033

Whitacre Engineering Co.      Trade debt                $270,297
P.O. Box 8444
Canton, OH 44711

George J. Shaw Construction   Trade debt                $251,529
Company
1601 Walrond Avenue
Kansas City, MO 64127

J.E. Liesfeld Contractor,     Trade debt                $236,696
Inc.
1851 Bennington Road
Rockville, VA 23146

Foley Company                 Trade debt                $211,187
7501 Front Street
Kansas City, MO 64120

Atlanta Structural Concrete   Trade debt                $207,675
Co.
P.O. Box 1099
Buchanan, GA 30113

Continental Steel and         Trade debt                $179,542
Conveyer

Cates Sheet Metal Industries  Trade debt                $171,580

Marsh U.S.A.                  Trade debt                $156,596

Architectural Wall Systems    Trade debt                $151,843

Mohawk Construction and       Trade debt                $142,997
Supply, Inc.

Gibralter Concrete, Inc.      Trade debt                $140,481

Mason and Overstreet          Trade debt                $137,978

LM Construction               Trade debt                $131,106

Builders Plus, Inc.           Trade debt                $131,106


BALL CORP: Completes Debt Refinancing & Calls 2006 Bonds
--------------------------------------------------------
Ball Corporation (NYSE: BLL) completed the closing of its new
senior secured credit facility.  The new senior secured credit
facility extends debt maturities at lower interest rate spreads
and provides Ball with additional borrowing capacity and more
flexibility for future growth.

Ball redeem all $249 million of its outstanding 7-3/4% Senior
Notes due in 2006.  This redemption is scheduled for Nov. 14,
2005, and will result in an after-tax, one-time charge of
approximately $3.9 million in the fourth quarter relating to
payment of the call premium and write off of unamortized debt
issuance costs.  The refinancing and redemption of notes will
result in a reduction of Ball's 2006 interest expense.

Ball Corporation supplies metal and plastic packaging products,
primarily for the beverage and food industries.  The company also
owns Ball Aerospace & Technologies Corp., which develops sensors,
spacecraft, systems and components for government and commercial
markets.  Ball Corporation employs more than 13,500 people and
reported 2004 sales of $5.4 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s proposed
$1.475 billion senior secured credit facilities, based on
preliminary terms and conditions.
     
Standard & Poor's also said that it affirmed its 'BB+' corporate
credit rating on the company.  S&P said the outlook is positive.


BARAK I.T.C.: Section 304 Petition Summary
------------------------------------------
Petitioner: Eyal Vardi
            Chief Financial Officer

Debtor: Barak I.T.C. (1995)
        The International Telecommunications Services Corp. Ltd.
        aka Barak 013
        aka Barak
        aka Barak I.T.C.
        aka Barak on-line
        aka Barak Business
        aka 013 Barak
        aka 013
        Afeq Industrial Park
        15 Hamelacha Street
        Rosh Ha'ayin 48091
        Israel

Case No.: 05-46936

Type of Business: The Debtor provides international
                  telecommunications services which include voice,
                  data, Internet and international services to the
                  business and residential markets in Israel.
                  Barak is one of a few companies licensed by the
                  Ministry of Communications of the State of
                  Israel to provide international
                  telecommunications services.

                  All of Barak's issued and outstanding capital
                  stock is currently held by three holders:

                  (a) Dial -- the Israeli Company for
                      International Communications Services Ltd.,

                  (b) Clalcom I.S., and

                  (c) Matav.

Section 304 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Brian S. Rosen, Esq.
                      Weil, Gotshal & Manges LLP
                      767 Fifth Avenue
                      New York, New York 10153
                      Tel: (212) 310-8602
                      Fax: (212) 310-8007

Financial Condition as of June 30, 2005:

      Total Assets: US$100 Million

      Total Debts:  US$224 Million


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms Bear Stearns commercial mortgage pass-
through certificates, series 2004-PWR3:

     -- $164.6 million class A-1 'AAA';
     -- $150 million class A-2 'AAA';
     -- $158 million class A-3 'AAA';
     -- $469.9 million class A-4 'AAA';
     -- Interest only class X-1 'AAA';
     -- Interest only class X-2 'AAA'
     -- $26.3 million class B 'AA';
     -- $12.5 million class C 'AA-';
     -- $16.6 million class D 'A';
     -- $9.7 million class E 'A-';
     -- $15.2 million class F 'BBB+';
     -- $11.1 million class G 'BBB';
     -- $13.9 million class H 'BBB-';
     -- $2.8 million class J 'BB+';
     -- $5.5 million class K 'BB';
     -- $6.9 million class L 'BB-';
     -- $5.5 million class M 'B+';
     -- $2.8 million class N 'B';
     -- $2.8 million class P 'B-'.

Fitch does not rate the $12.5 million class Q certificates.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the September 2005
distribution date, the pool's aggregate certificate balance has
decreased 2% to $1.086 billion from $1.108 billion at issuance.
There are no delinquent or specially serviced loans within the
transaction.

Fitch reviewed the transaction's three credit assessed loans and
their underlying collateral.  The Fitch stressed debt service
coverage ratio is calculated using servicer provided net operating
income less required reserves divided by debt service payments
based on the current balance, using a Fitch stressed refinance
constant.  Due to their stable performance, the loans retain their
investment grade credit assessments.

Lion Industrial Portfolio (8.5% of pool) is the largest loan in
the transaction.  Since issuance, one property has been released
from the portfolio.  The loan is secured by a diverse cross-
collateralized and cross-defaulted pool of 42 properties.  The
trust amount is split into a five-year and a seven-year tranche
with maturity dates of Jan. 01, 2009 and Jan. 01, 2011,
respectively.  Principal and interest payments on the seven-year
tranche commence on Feb. 01, 2009. Since issuance, occupancy has
improved to 79.9% as of year end (YE) 2004 from 67.4% at issuance.
The Fitch stressed DSCR as of year-end YE 2004 decreased to 1.65
times (x) compared to 1.71x at issuance.

Two Commerce Square (5.6%) is secured by a 40-story class A office
building totaling 953,276 square feet located in Philadelphia, PA.  
As of May 2005, occupancy has increased to 98.7% from 97.4% at
issuance.  The Fitch stressed DSCR as of year-end YE 2004
increased to 1.77x compared to 1.65x at issuance.

The Great Northern Mall (3.7%) is collateralized by 504,743 sf
regional mall located in Clay, New York. Occupancy has increased
to 94.5% as of March 2005 from 92.1% at issuance.  The Fitch
stressed DSCR increased to 2.22x as of YE 2004 from 2.06x at
issuance.


BRICOLAGE CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bricolage Capital, LLC
        570 Lexington Avenue, 25th Floor
        New York, New York 10022

Bankruptcy Case No.: 05-46914

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox PLLC
                  1675 Broadway
                  New York, New York 10019
                  Tel: (212) 484-3955
                  Fax: (212) 484-3990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

The Debtor did not file its list of 20 Largest Unsecured
Creditors.


BROOKLYN HOSPITAL: Look for Bankruptcy Schedules on November 29
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of New York
gave The Brooklyn Hospital Center more time to file their
Schedules of Assets and Liabilities, Statements of Financial
Affairs, Schedules of Current Income and Expenditures, Statements
of Executory Contracts and Unexpired Leases and Lists of Equity
Security Holders.  The Debtor has until Nov. 29, 2005, to file
those documents.

The Debtors gave the Court three reasons in support of the
extension:

   1) preparing the needed Schedules and Statements requires them
      to compile voluminous information from books, records and
      documents relating to numerous documents and a multitude of
      transactions;

   2) collection of the necessary information for the Schedules
      and Statements will require an expenditure of substantial
      time and effort on the part of the Debtors' employees and
      management involved in preparing those documents; and

   3) they are currently mobilizing their employees in working  
      diligently to assemble and prepare the Schedules and
      Statements.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and    
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


CALPINE CORP: Completes $225 Million Assets Sale to LS Power
------------------------------------------------------------
Calpine Corporation  [NYSE:CPN] has completed the sale of its
550-megawatt Ontelaunee Energy Center to LS Power Equity Partners
for $225 million, less transaction costs.  

The asset sale is part of Calpine's strategic initiative to reduce
debt and optimize its power plant portfolio.  Since launching its
strategic initiative in May 2005, Calpine has completed more than
$2 billion of asset sales.

The Ontelaunee sale is the third of four planned power plant
sales, which the company announced in June 2005.  Net proceeds
from the sale of Ontelaunee will be used in accordance with the
company's indentures.  The company expects to record a non-cash
loss on the sale of Ontelaunee of approximately $129 million in
the quarter ended September 30, 2005.

"The Ontelaunee sale provides Calpine with the resources to
concentrate our activities in Calpine's core markets to further
optimize our power operations," stated Calpine Executive Vice
President and Chief Financial Officer Bob Kelly.  "The sale also
provides Calpine with the opportunity to expand our energy
services business, providing LS Power a broad range of operational
and power services for Ontelaunee."

Calpine will continue to operate the plant on behalf of LS Power
for five years, and provide turbine maintenance and parts services
for ten years.  Calpine Energy Services, the trading and risk
management subsidiary for Calpine, will supply a variety of energy
services, including power marketing and coordination of power and
fuel scheduling, for a six-month term.

The Ontelaunee Energy Center is a natural gas-fired, combined-
cycle power plant located in Ontelaunee Township, Pa.  The plant
entered operations in 2002 and generates electricity for the
Pennsylvania-New Jersey-Maryland power market.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.


CATHOLIC CHURCH: Tort Claimants Want ACRP Order Abated in Spokane
-----------------------------------------------------------------
Certain tort claimants ask the U.S. Bankruptcy Court for the  
District of Oregon to abate the order approving the Archdiocese of
Portland in Oregon's Plan of Accelerated Claims Resolution
Process entered on February 28, 2005.

The Tort Claimants are represented by:

   * David Slader,  
   * Michael Morey,  
   * Kelly Clark,  
   * Gary Bisaccio,  
   * Daniel Gatti,  
   * Scott Beckstead,  
   * Kenneth Roosa,  
   * John Manly,  
   * Bradley Baker,  
   * William Barton,  
   * Kevin Strever, and  
   * Erin K. Olson

The Tort Claimants explain that mandatory mediation of the Stage 1
claims did not prove to be an effective means of resolving the
great majority of the claims.  

"It is apparent that unresolved Stage 1 claims will need to be
litigated up to and including trial to solve the claims,"
Ms. Olson says.  "Mediation of Stage 2 claims prior to the
liquidation of the Stage 1 claims would not be an effective or
efficient use of resources."

To facilitate the planning for the claims resolution process going
forward, Ms. Olson tells Judge Perris that the Tort Claimants
whose state court cases were removed to federal court by Portland
will pursue remand of those Actions.  The Claimants also seek to
lift stay for the removed cases that are the subject of adversary
proceedings in Portland's case.

The Tort Claimants and their counsel are committed to working
cooperatively with one another, with the courts, and with counsel
for Portland and co-defendants, to schedule litigation and further
discovery as efficiently as possible under the circumstances, Ms.
Olson assures Judge Perris.

                          *     *     *

Judge Perris issued a final scheduling order relating to the Tort
Claimants' pattern and practice depositions.

Judge Perris gives Portland and the deponents until October 21,  
2005, to file any objections to the proposed areas of inquiry set
out in the topic list for Archbishop Levada, and the topic list
for the other deponents, along with any legal argument.

With regard to the deposition of Archbishop Levada, Portland may
file only any additional objections to the topic list.  Judge  
Perris instructs Portland not to repeat any objections that have
been raised in the Archdiocese's initial objection.  Any
objections to topic areas of inquiry that are not raised by
October 21, will be deemed waived.

The Tort Claimants, either individually or jointly, may file any
responses to the objections no later than November 18, 2005.  
Portland may file any reply to the Tort Claimants' responses on or
before December 5, 2005.

A hearing on the objections will be held on December 16, 2005, at  
9:30 a.m.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 44; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Ct. Okays Stipulation Between Tucson & Claimants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
stipulations between the Diocese of Tucson and the Tort Claimants.

As reported in the Troubled Company Reporter on August 25, 2005,
the Diocese of Tucson's confirmed Plan of Reorganization provides
that tort claimants have the right to elect to become a Non-
Settling Tort Claimant and have their claims determined and
liquidated through a trial in a court.  Once liquidated, the tort
claim will be treated and paid pursuant to the Litigation Trust
Agreement.

On their ballots, Claimants holding Claim Nos. 29, 79, 216, 3,
14, 138, 2, 80, 253, and 23, elected to become Non-Settling Tort
Claimants.

In separate stipulations, Tucson and the Claimants stipulate that:

   (a) the Claimants' election to become Non-Settling Tort
       Claimants are revoked; and

   (b) the Claimants will be treated as Settling Tort Claimants
       and their claims will be determined pursuant to the Plan
       and, if allowed, paid and treated pursuant to the
       Settlement Trust Agreement.

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. 44
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTEX HOME: Fitch Puts BB+ Rating on $12 Mil Class B Certificates
------------------------------------------------------------------
Centex Home Equity Loan Trust's asset-backed certificates, series
2005-D, are rated by Fitch Ratings:

     -- $796 million publicly offered classes AF-1 - AF-6 and AV-1
        and AV-2 'AAA';

     -- $47 million class M-1 'AA+';

     -- $32.50 million class M-2 'AA';

     -- $22.50 million class M-3 'AA-;

     -- $17 million class M-4 'A+';

     -- $17 million class M-5 'A';

     -- $15.50 million class M-6 'A-';

     -- $16 million class M-7 'BBB+';

     -- $14.50 million class B-1 'BBB';

     -- $11 million class B-2 'BBB-';

     -- $12 million class B-3 'BB+';

Credit enhancement for the 'AAA' rated class A certificates
reflects the 23.40% subordination provided by classes M-1 through
M-7, B-1 through B-3, monthly excess interest, and
overcollateralization starting at 0.40% and growing to a target of
2.90%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 18.70% subordination provided by classes M-2 through
M-7, B-1 through B-3, monthly excess interest, and target OC.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 15.45% subordination provided by classes M-3 through
M-7, B-1 through B-3, monthly excess interest, and target OC.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 13.20% subordination provided by classes M-4 through
M-7, B-1 through B-3, monthly excess interest, and target OC.

Credit enhancement for the 'A+' rated class M-4 certificates
reflects the 11.50% subordination provided by classes M-5 through
M-7, B-1 through B-3, monthly excess interest, and target OC.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 9.80% subordination provided by classes M-6 through
M-7, B-1 through B-3, monthly excess interest, and target OC.

Credit enhancement for the 'A-' rated class M-6 certificates
reflects 8.25% subordination provided by classes M-7, B-1 through
B-3, monthly excess interest, and target OC.

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 6.65% subordination provided by class B-1 through B-
2, monthly excess interest, and target OC.

Credit enhancement for the 'BBB' rated class B-1 certificates
reflects 5.20% subordination provided by class B-2 and B-3, the
monthly excess interest and target OC.

Credit enhancement for the 'BBB-' rated class B-2 certificates
reflects 4.10% credit enhancement provided by the class B-3, the
monthly excess interest and target OC.

Credit enhancement for the 'BB+' rated class B-3 certificates
reflects 2.90% credit enhancement provided by the monthly excess
interest and target OC.  

In addition, the ratings reflect the integrity of the
transaction's legal structure, as well as the capabilities of
Centex Home Equity Company as the servicer.  JPMorgan Chase Bank
will act as trustee.

As of the cut-off date, the group I mortgage loans have an
aggregate balance of $252,869,066. The weighted average loan rate
is approximately 9.415%.  The weighted average remaining term to
maturity (WAM) is 296 months.  The average cut-off date principal
balance of the mortgage loans is approximately $66,632.

The weighted average original loan-to-value ratio is 76.15%, and
the weighted average Fair, Isaac & Co. score is 603.  The
properties are primarily located in Texas (15.89%), California
(14.20%), and Florida (12.02%).  All other states represent less
than 5% of the group I mortgage balance as of the cut-off date.

As of the cut-off date, the group II mortgage loans have an
aggregate balance of $802,036,759.56.  The weighted average loan
rate is approximately 7.522%.  The WAM is 356 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $154,286.  The weighted average OLTV is 80.6%, and
the weighted average FICO score is 592.  The properties are
primarily located in California (23.15%), Florida (10.17%), Texas
(6.43%), and Virginia (5.32%).  All other states represent less
than 5% of the group I mortgage balance as of the cut-off date.

The mortgage loans were originated or acquired by Centex Home
Equity Company, a specialty finance company engaged in the
business of originating, purchasing, and selling retail and
wholesale subprime mortgage loans.


CHARLES LAFASCIANO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Charles N. Lafasciano
        36 Marietta Drive
        New City, New York 10956

Bankruptcy Case No.: 05-25234

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Elizabeth A. Haas, Esq.
                  Barr & Haas, LLP
                  664 Chestnut Ridge Road
                  P.O.Box 664
                  Spring Valley, New York 10977
                  Tel: (845) 352-4080
                  Fax: (845) 352-6777

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
   ------                        ---------------    ------------
Carla Lafasciano                 Equitable              $500,000
One Lucille Boulevard            distribution and
New City, NY 10956               related awards

Jason Lafasciano                 Confirmation of        $227,267
2100 Fieldcrest Drive            Judgment on
Killeen, TX                      April 15, 2005

Ellen B. Holtzman                                       $112,533
101 North Middletown Road
Nanuet, NY 10954

Richard L. Stallone              Promissory Notes        $65,000
225 South Congers Avenue
Congers, NY 10920

Carla Lafasciano as Custodian                            $40,000
Evan Lafasciano
One Lucille Boulevard
New City, NY 10956

Bank One                         Revolving Consumer      $35,941
Cardmember Service               Credit and
P. O. Box 15153                  Possible
Wilmington, DE 19886-5153        contingent
                                 liability of
                                 Carla Lafasciano

Fleet National Bank              Possible                $30,425
4161 Piedmont Parkway NC41050387 contingent
Greensboro, NC 27410             liability of
                                 Carla Lafasciano

Bank of America                  Possible                $25,087
P.O. Box 21846                   contingent
Greensboro, NC 27420-1846        liability of
                                 Tor Terrace
                                 Associates, Inc.

Fleet Bank NA                    Possible                $25,087
Case Reserve                     contingent
P. O. Box 150462                 liability of
Hartford, CT 06115-0462          C.N.L. Realty
                                 Corporation

Amy L. Allard                    Promissory Note         $25,000
96 Crystal Hill Drive
Pomona, NY 10970

Bank of America                  Possible                $22,985
c/o Kirschenbaum & Phillips PC   contingent
100 East Jericho Turnpike        liability of
Mineola, NY 11501-3121           Tor Terrace
                                 Associates, Inc.

Fleet Bank                       Possible                $22,985
Bank of America                  contingent
c/o Kirschenbaum & Phillips PC   liability of
106 East Jericho Turnpike        Tor Terrace
Mineola, NY 11501-3121           Associates, Inc.

Bank of America                  Possible                $22,310
NC4 1050295                      contingent
4161 Piedmont Parkway            liability of
Greensboro, NC 27410             Tor Terrace
                                 Associates, Inc.

Depodwin & Murphy                                        $15,553
c/o Stein & Stein
One Railroad Square
P.O. Box 30
Haverstraw, NY 10927

American Express                 Possible                $13,194
c/o Mitchell N. Kay, Esq.        contingent
7 Penn Plaza                     liability of
New York, NY 10001-3995          Tor Terrace
                                 Associates, Inc.

Metris/Direct/                   Possible                $11,339
Sherman Acquisition              contingent
c/o National Action              liability of
Financial Service                Carla Lafasciano
P.O. Box 9027
Buffalo, NY 14231-9027

Capital One Bank                 Possible                $11,039
c/o Zwicker & Associates, PC     contingent
800 Federal Street               liability of
Andover, MA 01810-1041           Tor Terrace
                                 Associates, Inc.

Capital One Bank                 Revolving Consumer      $10,797
Remittance Process               Credit
P. O. Box 85147
Richmond, VA 23276

CACV of Colorado, LLC            Maryland National        $9,646
c/o J.A. Cambece Law Office PC   Bank and
8 Bourbon Street                 Possible
Peabody, MA 01960                contingent
                                 liability of
                                 Tor Terrace
                                 Associates, Inc.

Maryland National Bank           Revolving Consumer       $9,646
Midland Credit Management        Credit and
8875 Aero Drive                  Possible
San Diego, CA 92123              contingent
                                 liability of
                                 Carla Lafasciano


CITGO PETROLEUM: Soliciting Consents to Eliminate Defaults
----------------------------------------------------------
CITGO Petroleum Corporation has commenced cash tender offers for
any and all of its outstanding 7-7/8 percent Senior Notes due 2006
and 6% Senior Notes due 2011.  There are currently outstanding
approximately $150 million of the 7-7/8 percent Notes and
$250 million in aggregate principal amount of the 6% Notes.  The
tender offers will expire at midnight, Eastern Time, on Wednesday,
Nov. 9, 2005, unless extended or terminated by CITGO.

                   Consent Solicitation

In conjunction with the tender offers, CITGO is soliciting
consents of the holders of the Notes to eliminate substantially
all restrictive covenants, certain events of default and certain
other related provisions in the indentures governing the Notes.  
The proposed amendments to each indenture can be adopted with the
consent of no less than a majority in aggregate outstanding
principal amount of the Notes issued pursuant to such indenture.  
Holders cannot tender their Notes without delivering a consent and
cannot deliver a consent without tendering their Notes.  The
consent solicitations will each expire at 5:00 p.m., Eastern Time,
on Wednesday, Oct. 26, 2005, unless extended.

The tender offers and consent solicitations are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated Oct. 13, 2005 and related Consent and Letter of
Transmittal.  As described in more detail in the Offer to
Purchase, the total purchase price for each $1,000 principal
amount of Notes validly tendered and accepted for purchase by
CITGO will be calculated two business days prior to the Expiration
Date based upon:

     (i) for the 7-7/8 percent Notes, a fixed spread of 50 basis
         points over the yield on the 2% U.S. Treasury Note
         due May 15, 2006; and

    (ii) for the 6 percent Notes, a fixed spread of 50 basis
         points over the yield on the 3.125 percent U.S. Treasury
         Note due Oct. 15, 2008.

The foregoing purchase prices for the 7-7/8 percent Notes and the
6% Notes include a consent payment equal to $25 per $1,000
principal amount of Notes tendered.  Holders must validly tender
their Notes on or before the Consent Date in order to be eligible
to receive the applicable total purchase price, which includes the
consent payment.  Holders who validly tender their Notes after the
Consent Date and before the Expiration Date will only be eligible
to receive an amount equal to the applicable total purchase price
minus the consent payment.  Additionally, holders whose Notes are
purchased pursuant to the tender offers will receive any accrued
but unpaid interest up to but not including the payment date for
their Notes.

Consummation of the tender offers and consent solicitations, and
payment of the tender offer consideration and consent payment, are
subject to the satisfaction or waiver of various conditions, as
described in the Offer to Purchase, including the delivery of the
requisite consents to the Proposed Amendments and the closing of a
new senior secured credit agreement with a syndicate of lenders
led by BNP Paribas and JPMorgan Chase Bank, N.A..  The tender
offer and consent solicitation for each series of Notes is not
conditioned upon the consummation of the tender offer and
solicitation for the other series of Notes.  CITGO has reserved
the right to amend, extend or terminate the tender offers and
consent solicitations at any time.

It is CITGO's present intention to redeem some or all 6% Notes
that remain outstanding following the consummation of the tender
offer for such Notes, if any, such redemption to be in accordance
with the terms of the indenture governing the 6% Notes.

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation
Agent for the tender offers and consent solicitations and may be
contacted at 212-834-3424 (call collect) or 866-834-4666 (toll
free).  Requests for documents may be directed to Global
Bondholder Services Corporation, the Information Agent, at 212-
430-3774 (call collect) or 866-470-3700 (toll free).

             Planned Redemption of Other Notes

In addition to these tender offers and consent solicitations,
CITGO also disclosed plans to call for redemption its other senior
notes and its notes issued under a master shelf agreement in an
aggregate principal amount outstanding of approximately
$194 million.

Each series of Redemption Notes would be redeemed in accordance
with the terms of the relevant indenture or agreement governing
such notes at prices based on the principal amount redeemed, plus
accrued and unpaid interest to the redemption date, and plus the
applicable premium or make-whole amount, as the case may be.  
CITGO will notify holders by delivering redemption notices in
accordance with the relevant provisions of the indenture or
agreement governing each series of Redemption Notes.

CITGO expects to fund the tender offers, consent solicitations and
planned redemption of other notes with available cash and
borrowings under the New Credit Agreement.

Headquartered in Houston, CITGO Petroleum Corporation --
http://www.citgo.com/-- is a refiner, transporter and marketer of  
transportation fuels, lubricants, petrochemicals, refined waxes,
asphalt and other industrial products.  The company is owned by
PDV America, Inc., an indirect wholly owned subsidiary of
Petroleos de Venezuela, S.A., the national oil company of the
Bolivarian Republic of Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on refiner and marketer CITGO Petroleum Corp.  S&P
said the outlook is stable.  As of June 30, the Houston-based
company had $1.3 billion in debt outstanding.


COMMERCE ONE: Court Approves Responsible Person Engagement Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved the request of the Official Committee of Unsecured
Creditors of Commerce One, Inc. n/k/a CO Liquidation, Inc., and
its debtor-affiliate, COO Liquidation, Inc., to approve the
responsible person engagement agreement pursuant to their
Disclosure Statement and Plan of Reorganization.

The Court confirmed the Plan on July 28, 2005.  The confirmation
order appoints Paul Warenski as the Debtor's responsible person.  
Section 13.12.5 of the Plan requires that the Creditor's Committee
and the Debtor negotiate and enter into an agreement to govern the
amount of compensation to be paid to Mr. Warenski.

According to their agreement, the responsible person will receive
a rate of $250 per hour.  Mr. Warenski will be reimbursed for all
reasonable and actual out-of-pocket expenses incurred in
performance of his duties as a responsible person.

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


CORNING INC: Retirement Trust Selling 5 Million Common Shares
-------------------------------------------------------------
Corning Inc. filed a Prospectus with the Securities and Exchange
Commission for the sale of 5 million shares of its common stock by
Corning Incorporated Retirement Master Trust.

The Company's Board of Directors approved the voluntary
contribution of up to 10 million of the Company's common shares to
the Trust until December 31, 2005.  The common shares will be
issued and contributed, from time to time, to the Trust to fund
certain of the Company's obligations to the Plan.  The Company
will make contributions to the Trust from time to time in amounts
that are not greater than 10% of the total assets held by the
Trust pursuant to the Employee Retirement Income Security Act of
1974, as amended.

The Trust is part of Corning Incorporated Pension Plan.  It was
created to hold certain assets of the Plan's assets in segregated
accounts.  The Plan and the Trust are intended to be tax-qualified
within the meaning of Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended.   The Trust is funded by
individual participants and Corning contributions, which are held
for the sole benefit of plan participants and beneficiaries and
which pay for proper expenses of plan administration.

JP Morgan Chase Bank, N.A., the Trustee, serves as trustee of the
segregated accounts in the Trust in accordance with a Trust
Agreement dated as of September 6, 1978 and a Master Trust
Agreement dated as of January 1, 1986, each as amended.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "GLW."  The Company's share price slid
from $19.42 at the start of the month to $17 last week.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?252

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service has upgraded the long-term debt rating
of Corning Incorporated.  The rating action reflects the company's
improving profitability, meaningful debt reduction efforts, and
strong liquidity position.  The rating outlook is stable.

Ratings upgraded with a stable outlook:

Corning Incorporated

   * senior unsecured notes, debentures, and IRBs to Baa3 from
     Ba2;

   * senior unsecured securities to (P)Baa3 from (P)Ba2; and

   * preferred stock to (P)Ba2 from (P)B1 issued pursuant to its
     415 universal shelf registration.

Corning Finance B.V.

   * senior, unsecured securities issued pursuant to its 415
     universal shelf registration to (P)Baa3 from (P)Ba2,
     guaranteed by Corning.

Ratings withdrawn:

Corning Incorporated

   * Ba2 for the corporate family rating; Not Prime short-term
     debt rating, and SGL-1 for the Speculative Grade Liquidity
     Rating.


CRC HEALTH: Bain Acquisition Cues S&P's CreditWatch Negative  
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CRC
Health Corp. (including the 'B+' corporate credit rating) on
CreditWatch with negative implications in light of its parent
company's (CRC Health Group) agreement to be purchased by Bain
Capital for $720 million.  This transaction is likely to be
largely debt-financed and result in a markedly weaker credit
profile.

"Resolution of the CreditWatch listing will require an analysis of
the financial structure resulting from this transaction," said
Standard & Poor's credit analyst David Peknay.  "However, the
ratings will be withdrawn if the rated loans are repaid with the
proceeds of unrated borrowings."

CRC Health provides substance abuse treatment through more than 90
centers in 22 states.


CREDIT SUISSE: S&P Cuts Rating on Class M Loans to BB from A
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class II-
M-1 from loan group 2 of Credit Suisse First Boston Mortgage
Securities Corp.'s series 2002-19 to 'BB' from 'A'.  At the same
time, ratings are affirmed on the remaining two classes from the
same loan group.

The lowered rating on class II-M-1 reflects the continued erosion
of credit support for the class.  Losses continue to exceed excess
interest cash flow and have completely eroded the
overcollateralization.  Moreover, monthly net losses averaged
approximately $260,000 over the past six months, whereas monthly
excess interest cash flow averaged about $30,000.

The class is currently supported mainly by the subordination of
the II-M-2 class and, to a lesser extent, excess interest cash
flow. Cash flow projections indicate that the credit support can
no longer support the 'A' rating.  The II-M-1 class was originally
rated 'AA' and was lowered to 'A' because adverse collateral
performance had caused the II-M-2 class to default.

The 'AAA' ratings on the other two classes in loan group 2 are
affirmed due to adequate actual and projected credit support
percentages provided largely by the subordination of class II-M-1
and class II-M-2.  As of the September 2005 remittance period,
total delinquencies were 28.72%, and most (27.27%) were severely
delinquent (90-plus days, foreclosure, and REO).

Cumulative realized losses were approximately 1.28% of the
original pool balance.  However, the loan group is paid down to
approximately 9.56%.    

Standard & Poor's will continue to closely monitor the performance
of this transaction.  The collateral consists of fixed- and
adjustable-rate prime and Alt-A mortgage loans secured by one- to
four-family residential properties.
   
                     Rating Lowered
   
Credit Suisse First Boston Mortgage Securities Corp. Mortgage
pass-through certs series 2002-19, loan group 2
   
                     Rating
     Class       To         From
     II-M-1      BB         A
   
                     Ratings Affirmed
   
Credit Suisse First Boston Mortgage Securities Corp. Mortgage
pass-through certs series 2002-19, loan group 2
   
     Class       Rating
     II-A-5      AAA
     II-PP       AAA


CREDIT SUISSE: Moody's Puts Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of fourteen classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-CK2 as follows:

   * Class A-1, $76,518,762, Fixed, affirmed at Aaa
   * Class A-2, $196,000,000, Fixed, affirmed at Aaa
   * Class A-3, $109,000,000, Fixed, affirmed at Aaa
   * Class A-4, $364,293,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-SP, Notional, affirmed at Aaa
   * Class B, $32,118,000, Fixed, upgraded to Aa1 from Aa2
   * Class C, $12,353,000, Fixed, upgraded to Aa2 from Aa3
   * Class D, $29,647,000, Fixed, upgraded to A1 from A2
   * Class E, $12,353,000, Fixed, upgraded to A2 from A3
   * Class F, $12,353,000, WAC Cap, upgraded to A3 from Baa1
   * Class G, $19,764,000, WAC Cap, affirmed at Baa2
   * Class H, $14,824,000, WAC, affirmed at Baa3
   * Class J, $17,294,000, Fixed, affirmed at Ba1
   * Class K, $17,294,000, Fixed, affirmed at Ba2
   * Class L, $4,941,000, Fixed, affirmed at Ba3
   * Class N, $6,176,000, Fixed, affirmed at B2
   * Class O, $4,941,000, Fixed, affirmed at B3
   * Class GLC, $3,491,570, Fixed, affirmed at Baa3

As of the September 16, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 2.8% to
$978.9 million from $1.0 billion at securitization.  The
Certificates are collateralized by 101 mortgage loans ranging in
size from less than 1.0% to 8.8% of the pool with the top 10 loans
representing 47.7% of the pool.  The pool consists of two shadow
rated loans, representing 12.4% of the pool, and a conduit
component, representing 87.6% of the pool.  Three loans,
representing 2.5% of the pool, have defeased and are
collateralized by U.S. Government securities.  The Sully Place
Loan (3.6%) is in the process of being defeased.

There have been no realized losses to the pool to date.  Only one
loan, representing less than 1.0% of the pool, is in special
servicing.  Moody's has estimated a loss of approximately
$1 million from this specially serviced loan.  Eight loans,
representing 3.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full year 2004 operating results for
99.0% of the performing loans.  Moody's loan to value ratio for
the conduit component is 92.7%, compared to 94.0% at
securitization.  The upgrade of Classes B, C, D, E and F is
primarily due to stable pool performance, increased credit support
and defeased loans.

The largest shadow rated loan is the Great Lakes Crossing Loan
($84.4 million - 8.8%), which represents a 60.0% participation
interest in a $145.8 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.4 million square foot
value oriented shopping center located approximately 30 miles
north of Detroit in Auburn Hills, Michigan.  The center is also
encumbered by a B Note, which is the security for non-pooled Class
GLC.  The collateral securing the loan consists of 1.14 million
square feet of anchor and in-line space.  The center is anchored
by Burlington Coat Factory, Sportsmart, Bed, Bath & Beyond,
Marshalls and TJ Maxx.  The center is 88.9% occupied, compared to
91.1% at securitization.  The borrower is an affiliate of Taubman
Centers, Inc.  (Moody's preferred stock rating B1; stable
outlook), a publicly traded REIT.  Moody's current shadow rating
is Baa2, the same as at securitization.

The second shadow rated loan is the Sully Place Loan
($34.6 million - 3.6%), which is secured by a 533,000 square foot
anchored retail center located approximately 20 miles west of
Washington, D.C. in Chantilly, Virginia.  The center is anchored
by Lowe's Home Improvements (25.6% GLA; lease expiration June
2023; Moody's senior unsecured rating A2; positive outlook) and
Kmart (19.6% GLA; lease expiration September 2011).  The loan is
currently in the process of being defeased.

The top three conduit loans represent 17.7% of the pool.  
The largest conduit loan is the Ritz-Carlton Key Biscayne Loan
($63.5 million - 6.6%), which represents the senior component of a
$78.2 million first mortgage loan secured by a 302-room luxury
hotel located in Key Biscayne, Florida.  The property is also
encumbered by a B Note, which is security for non-pooled Class
RCKB.  Occupancy and RevPAR for the trailing 12-month period
ending July 2005 are 69.6% and $231.00, compared to 69.7% and
$183.00 at securitization.  Moody's LTV is 77.5%, compared to
86.4% at securitization.

The second largest conduit loan is the Museum Square Loan
($55.1 million - 5.7%), which is secured by a 522,000 square foot
office building located on Wilshire Boulevard in downtown Los
Angeles, California.  The property is 87.0% occupied, essentially
the same as at securitization.  The largest tenants are the Screen
Actor's Guild (17.0% NRA; lease expiration July 2014), American
Federation of Television and Radio Artists (7.8%; lease expiration
January 2007) and Virgin Entertainment (7.3%; lease expiration
April 2010).  Performance has been slightly impacted by increased
operating expenses.  Moody's LTV is 93.1%, compared to 92.1% at
securitization.

The third largest conduit loan is the Crescent at Carlye Loan
($52.2 million - 5.4%), which is secured by a 212,900 square foot
office building located in Alexandria, Virginia.  The property is
100.0% leased, the same as at securitization.  The anchor tenant
is the law firm Oblon, Spivak, McClelland & Neustadt (97.0% NRA;
lease expiration December 2017).  The loan has a five-year term
and is interest only.  Moody's LTV is 97.2%, the same as at
securitization.

The pool collateral is a mix of:

         * office (39.3%),
         * retail (33.3%),
         * multifamily (9.6%),
         * lodging (8.0%),
         * industrial and self storage (4.5%),
         * mixed use (2.8%), and
         * U.S. Government securities (2.5%).

The collateral properties are located in 31 states and Washington,
D.C.  The top five state concentrations are:

         * California (20.0%),
         * Michigan (14.6%),
         * Virginia (13.3%),
         * Florida (10.0%), and
         * Georgia (5.9%).  

All of the loans are fixed rate.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


DELPHI CORP: Moody's Expects Impact on CDO's from Bankr. Filing
---------------------------------------------------------------
New York, October 13, 2005

Moody's Investors Service expects there to be some ratings impact
on collateralized debt obligations due to the bankruptcy filing of
Delphi Corporation.

Although Moody's said that it is too soon to determine which
specific deals would be affected or the extent of any rating
changes, it said that the impact will depend upon the actual
exposures to Delphi and the ultimate recovery values.  Moody's
also said that synthetic structures were more likely to be
affected than cash transactions.

Moody's said it has identified 324 Moody's-rated CDO transactions
with Delphi exposure, of which 177 are US CDO transactions and 147
are EMEA (Europe, Middle East, and Africa) CDO transactions.  Of
the Moody's-rated US CDOs, 71 are cash and 106 are synthetic.  All
of the Moody's-rated EMEA CDOs with Delphi are synthetic.  Across
the affected US cash CDOs, the proportion of the portfolios
comprising Delphi obligations ranges from 0.1 to 3.7 percent.   
While for the synthetic CDOs the Delphi exposure ranges from less
than 0.1 to 1.6 percent for US deals, and from less than 0.1 to
2.0 percent for EMEA deals.

On August 5, 2005, Moody's Investors Service announced that it had
downgraded Delphi Corporation's Long Term Corporate Family Rating
from B2 to Caa1 and Long Term Senior Unsecured Rating from B3 to
Ca.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DELPHI CORP: Wants Court Injunction Against Utility Companies
-------------------------------------------------------------          
In the normal conduct of their business operations, Delphi
Corporation and its debtor-affiliates obtain natural gas, water,
electric, telephone, fuel, sewer, cable, telecommunications,
Internet, paging, cellular phone, and other similar services
provided by hundreds of utility companies and other providers.  

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, in Chicago, Illinois, asserts that uninterrupted
utility services are essential to the Debtors' ongoing operations
and therefore, to the success of the Debtors' reorganization.

If the Utility Companies refuse or discontinue service, even for
a brief period, the Debtors' business operations would be
severely disrupted, Mr. Butler points out.  

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) prohibit utilities from altering, refusing, or
       discontinuing services on account of prepetition invoices;
       and

   (b) establish procedures for determining requests for
       additional adequate assurance.

Pursuant to Section 366 of the Bankruptcy Code, a utility may not
alter, refuse, or discontinue service to, or discriminate
against, a debtor solely on the basis of a bankruptcy filing or
the non-payment of a prepetition debt.  That utility may alter,
refuse, or discontinue service within 20 days after the Petition
Date, if the debtor does not furnish adequate assurance of
payment for postpetition services.  

Mr. Butler tells the Court that the Debtors' history of consistent
and regular payment to the Utility Companies, coupled with their
demonstrated ability to pay future utility bills from ongoing
operations and postpetition financing, constitute adequate
assurance of payment for future utility services.

The fact that the Debtors have sufficient assets to pay their
postpetition costs of administration on a timely basis, and will
continue to pay their utility bills as they become due, provide
adequate assurance of future payment without the need to provide
additional security deposits, bonds, or any other payments to the
Utility Companies, Mr. Butler adds.

The Debtors propose that any Utility Company seeking adequate
assurance from them in the form of a deposit or other security be
required to make that Request in writing, setting forth the
location for which utility services were provided.  

Any Request for adequate assurance must set forth:

   -- a payment history for the most recent six months;

   -- a list of any deposits or other security currently held by
      the Utility Company making the Request on account of the
      Debtors; and

   -- a description of any prior material payment delinquency or
      irregularity.

In the ordinary course of their business, the Debtors realize
substantial cost savings by purchasing natural gas through the
accounts of General Motors Corporation.  Pursuant to a Gas
Services Agreement between the Debtors and GM dated January 1,
1999, the Debtors agreed to reimburse GM for amounts paid for all
natural gas supply, transportation, distribution and storage,
including applicable taxes, on the Debtors' behalf.  

Thus, the Debtors propose that the Utility Companies that provide
natural gas to the Debtors through GM accounts have additional
adequate assurance through their agreements with GM.

This matter will be considered at the Omnibus Hearing on Oct. 27,
2005.  The Debtors will serve a copy of the Utility Order on each
Utility Company.  No Utility Company appeared at the First Day
Hearing.  

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants Court to Okay Interim Compensation Procedures
----------------------------------------------------------------          
Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Delphi
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to establish uniform
procedures for paying and reimbursing professionals retained by
Court order.

The Debtors believe that their proposed Interim Compensation
Procedures will enable all parties-in-interest to:

   -- monitor closely the costs of administration
   -- maintain a level cash flow; and
   -- implement efficient cash management procedures.

Accordingly, the Debtors ask the Court to adopt these procedures:

   -- On or before the last day of the month following each month
      for which compensation is sought, each professional will
      serve a monthly statement on:

      (1) Delphi Corporation
          5725 Delphi Drive
          Troy, Michigan 48098
          Attn: General Counsel

      (2) Skadden Arps Slate Meagher & Flom LLP
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606
          Attn: John Wm. Butler, Jr., Esq.

      (3) The Office of the United States Trustee
          for the Southern District of New York
          33 Whitehall Street, Suite 2100
          New York, New York 10044
          Attn: Alicia M. Leonhard, Esq.

      (4) counsel for any official committee appointed in the
          Debtors' Chapter 11 cases

      (5) counsel for the agent under the Debtors' prepetition
          credit facility

   -- The monthly statement need not be filed with the Court and
      a courtesy copy need not be delivered to the presiding
      judge's chambers.  The procedures are not intended to later
      the fee application requirements outlined in Sections 330
      and 331, and the Chapter 11 Professionals are still
      required to serve and file interim and final applications
      for approval of fees and expenses in accordance with the
      relevant provisions of the Bankruptcy Code, the Federal
      Rules of Bankruptcy Procedure and the Local Bankruptcy
      Rules.

   -- Each monthly fee statement must contain:

      (a) a list of the individuals who provided services during
          the statement period;

      (b) the professionals' billing rates;

      (c) the aggregate hours spent by each individual;

      (d) a reasonably detailed breakdown of the disbursements
          incurred; and

      (e) contemporaneously maintained time entries for each
          individual in increments of 1/10 of an hour.

   -- Each person receiving a statement will have at least 15
      days after its receipt to review it.  In the event that an
      objection to the compensation or reimbursement sought in a
      particular statement is filed, the objecting party will, by
      no later than the 45th day following the month for which
      compensation is sought, serve on the professional whose
      statement is objected to, and the Notice Parties, a written
      notice of objection setting forth the nature of the
      objection and the amount of fees or expenses at issue.

   -- At the expiration of the 45-day period, the Debtors will
      promptly pay 80% of the fees and 100% of the expenses
      identified in each monthly statement to which no objection
      has been served.  Any disbursements from the holdback
      amount will be made in accordance with the recommendation
      of a "Fee Committee" or as the Court may determine.

   -- If the Debtors receive an objection to a particular fee
      statement, they will withhold payment of that portion of
      the fee statement to which the objection is directed and
      promptly pay the remainder of the fees and disbursements.

   -- Similarly, if the parties to an objection are able to
      resolve their dispute following the service of a "Notice of
      Objection to Fee Statement," and if the party whose
      statement was objected to serves on all of the Notice
      Parties a statement indicating that the objection is
      withdrawn and describing in detail the terms of the
      resolution, then the Debtors will promptly pay that portion
      of the fee statement which is no longer subject to an
      objection.

   -- All objections that are not resolved by the parties will be
      reserved and presented to the Court at the next interim or
      final fee application hearing to be heard by the Court.

   -- The service of an objection will not prejudice the
      objecting party's right to object to any fee application
      made to the Court in accordance with the Bankruptcy Code on
      any ground, whether raised in the objection or not.
      Furthermore, the decision by any party not to object to a
      fee statement will not be waiver of any kind or prejudice
      that party's right to object to any fee application
      subsequently made to the Court.

   -- Every 120 days, but not more than 150 days, each of the
      Chapter 11 Professionals will serve and file with the Court
      an application for interim or final approval and allowance
      of the compensation and reimbursement of expenses
      requested.

   -- Any professional who fails to file when due an application
      seeking approval of compensation and expenses previously
      paid:

      (a) will be ineligible to receive further monthly payments
          of fees or expenses until further Court order; and

      (b) may be required to disgorge any fees paid since that
          professional's retention or lat fee application,
          whichever is later.

   -- The pendency of an application or an order that payment of
      compensation or reimbursement of expenses was improper as
      to a particular statement will not disqualify a
      professional from the future payment of compensation or
      reimbursement of expenses, unless otherwise ordered by the
      Court.

   -- Neither the payment of, nor the failure to pay, in whole or
      in part, monthly compensation and reimbursement will have
      any effect on the Court's interim or final allowance of
      compensation and reimbursement of expenses of any Chapter
      11 Professional.

   -- In the event of the administrative insolvency of the
      Debtors, the Official Committee of Unsecured Creditors or
      the U.S. Trustee may seek contribution of any unapplied
      retainers to fund pro rata payments to retained
      professionals whose claims are not paid through any carve-
      out amount that had been established by a financing order
      in the Debtors' Chapter 11 cases and the rights of all
      retained professionals holding the retainers will be fully
      reserved with respect to any application.

                  Joint Fee Review Committee

The Debtors also seek the Court's permission to establish a Joint
Fee Review Committee in their cases comprised of:

   (1) the U.S. Trustee;
   (2) two representatives appointed by the Debtors; and
   (3) two representatives appointed by the Creditors' Committee.

Each constituent group should advise the Debtors, on or prior to
November 15, 2005, of the identity of and contact information for
its appointee to the Fee Committee.

The Fee Committee should then submit a protocol to the Court, on
or before December 15, 2005, for its approval.

The Debtors ask the Court to allow the Fee Committee to retain an
outside fee examiner and separate legal counsel of its choosing
to assist in thoroughly reviewing the voluminous fee and expenses
requests.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Gets Order to Grant Priority Status to Vendor Claims
-----------------------------------------------------------------          
Delphi Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York, in short,
to enter an order saying what the Bankruptcy Code says.  
Specifically, Delphi asked Judge Drain to enter an order
confirming that their subcontractors, suppliers, and vendors have
administrative expense priority claims for those undisputed
obligations arising from prepetition purchase orders outstanding
on the Petition Date relating to materials, supplies, goods,
products, and related items that are or will be received and
accepted by the Debtors on or subsequent to the Petition Date.

Kayalyn A. Marafioti, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, relates that in the ordinary operation of the
Debtors' businesses, numerous Vendors provide them with tens of
millions of dollars of Goods on a daily basis.  As of the
Petition Date, and in the ordinary course of their businesses,
the Debtors have a substantial number of Outstanding Orders with
the Vendors.

Ms. Marafioti anticipates that as a result the Debtors' Chapter
11 filing, many of the Vendors may be concerned that delivery or
shipment of Goods after the Petition Date pursuant to a
prepetition purchase order will render them as general unsecured
creditors of the Debtors' Chapter 11 estates.  

Thus, without confirmation that claims for Goods shipped pursuant
to Outstanding Orders will be entitled to administrative expense
priority status, Vendors may decline to ship, or may instruct
their shippers not to deliver, Goods destined for the Debtors
unless the Debtors issue substitute, postpetition purchase
orders, which could impose a significant administrative burden as
it could require the Debtors to issue thousands of new purchase
orders.

Because the Debtors rely so heavily on "sole-source" suppliers
and "just in time" inventory, should one of these Vendors decide
not to deliver Goods postpetition out of fear that it will not be
paid, the Debtors may have to shut down one or more of their
manufacturing plants, Ms. Marafioti says.  This, in turn, could
cause the shutdown of customer plants, resulting in millions of
dollars of claims against the Debtors and their estates.

By virtue of Section 503(b)(1)(A) of the Bankruptcy Code, which
accord administrative status to all obligations arising in
connection with the postpetition delivery of Goods, the Debtors
assert their authority to make:

    (a) payment for Goods received postpetition regardless of the
        time when the orders for the Goods were placed; and

    (b) progress payments, in their discretion, to ensure the
        postpetition delivery of Goods, particularly where
        Vendors threaten to stop shipment of the Goods unless
        they receive postpetition progress payments.

Ms. Marafioti tells the Court that if the Debtors' request were
denied, they would be forced to expend substantial time and
resources to:

    (i) convince the Vendors of the Debtors' authority to make
        certain payments;

   (ii) reissue the Outstanding Orders; or

  (iii) establish their right to retain the goods and products.

"The attendant disruption to the continuous flow of goods,
products, and supplies to the Debtors and their manufacturing
facilities would likely result in the rapid deterioration of the
Debtors' going concern value and, thus, undermine the Debtors'
prospects for a successful reorganization," Ms. Marafioti says.

                          *     *     *

Judge Drain granted the Debtors' request in all respects and gave
them the comfort order they asked for.  

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELTA AIR: Comair Subsidiary to File for Chapter 11 Protection
--------------------------------------------------------------
Delta Air Lines' regional airline subsidiary, Comair, disclosed
plans to reduce costs by up to $70 million annually as the company
makes changes to its business in support of Delta's ongoing
transformation.  The plan combines savings to be achieved through
the Chapter 11 process with changes to Comair's fleet, network and
employment costs to align the company's cost structure with the
reduced revenues that will be realized in a restructured
environment.

"Delta's efforts to achieve an additional $3 billion in annual
financial benefits by 2007 include amending Comair's Delta
Connection agreement to reduce the amount of compensation provided
for regional airline feed," said Fred Buttrell, Comair president.  
"As a result, Comair must adjust its costs to match the cost
pressures of a restructured airline industry and to create a
commercial solution that will ensure Comair emerges from the
restructuring process ready to compete and thrive for the long
term."

               Fleet Ownership & Cost Reduction

Comair will use benefits available through the Chapter 11 process
to eliminate non-competitive aircraft leases and mortgages to
reduce ownership costs and allow the airline to have a more
competitive platform.  As part of this, Delta plans to remove up
to 30 aircraft from Comair's schedule, with 11 aircraft leaving
the schedule by December.  The initial reductions are associated
with Delta's recently announced right-sizing of the Cincinnati hub
and predominantly affect 50-seat aircraft, although long-term cost
reduction initiatives are targeted for 40- and 70-seat aircraft.  
Even with these changes, all destinations in the Delta network
will continue to be served by Delta or the Delta Connection
carriers with the December schedule.  

In addition to fleet costs, Comair also will continue to improve
supply chain practices and streamline other processes to lower
what it pays for goods and services.  This includes seeking more
favorable terms for equipment, supplies, facilities and non-
employee overhead costs.

                Employment Cost Adjustments

As a result of a smaller operation and fleet, Comair will reduce
up to 1,000 positions throughout the company, including the
reduction of approximately 350 positions recently announced as
part of the right-sizing of service to and from Cincinnati.

At the same time, Comair will adjust compensation and benefits to
be more competitive with other regional airlines.  Specifically,
Comair plans to implement across-the-board pay reductions for
officers and directors in the first pay period of November and for
non-union employees during the first pay period in December.  
These reductions, which are designed to achieve at least
$5.2 million in annual savings, include:

   * President:      15% reduction (for 25% total in 2005)

   * Officers:       10% reduction (for 20% total in 2005 on top
                     of a pay freeze over the last five years)

   * Directors:      9% (in addition to a pay freeze over the last
                     five years)

   * Supervisory/
     Administrative: 7% for salaried; 4% for hourly
                     (in addition to the pay freeze in two of the
                     last three years)

   * Customer
     Service agents: 4% and a revised pay scale structure

                        Union Talks

Comair also is scheduled to begin discussions with union
representatives to reduce the employment costs for:

   -- pilots of up to $17.3 million;
   -- flight attendant of up to $8.9 million; and
   -- mechanics of up to $1 million.

As part of working agreement amendments signed earlier this year,
pilots are under a pay freeze that was effective in June, and a
new-hire scale is in effect for flight attendants.

"We are extremely sensitive to the impact these changes have on
our employees, but this is a Comair solution to a very tough
problem that threatens the future of our company," Mr. Buttrell
said.  "We are looking at ways to minimize this impact on our
people and to help ease this transition.  Our goal is to handle as
much of the transition as possible through voluntary means.

"These changes, while difficult, are necessary in the current
industry environment and are required if we are to emerge from our
restructuring ready to compete and win," he continued.

As a result of its restructuring, Comair plans to emerge from the
Chapter 11 process positioned to compete for more 70-seat flying
and to reduce its dependence on flying in the 50-seat market.

"We believe that 70-seat flying and, potentially, larger gauge
equipment will be in higher demand as the industry continues to
restructure," Mr. Buttrell said.  "During and after restructuring,
Comair's ability to succeed will center on our ability to deliver
customer service excellence and to build a cost-competitive
platform that makes Comair competitive on all fleet types."

Based at Cincinnati/Northern Kentucky International Airport,
Comair has been a Delta Connection carrier since 1984.  The
airline operates 1,155 flights a day to 110 destinations in the
United States, Canada and the Bahamas.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.


DELTA MILLS: KPMG Raises Going Concern Doubt
--------------------------------------------
KPMG LLP expressed substantial doubt about Delta Mills,
Inc. and its subsidiaries' ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended July 2, 2005 and 2004.  The auditing firm points to
the Company's recurring losses and uncertainty over its ability to
operate within the covenants established under a revolving credit
facility with GMAC Commercial Finance LLC.

                      Fiscal 2005 Results

In its annual report the fiscal year ended July 2, 2005, submitted
to the Securities and Exchange Commission, Delta Mills reports a
$23,576,000 net loss in fiscal 2005 compared to a $5,466,000 net
loss a year earlier.  The Company attributes the increase in net
loss in fiscal 2005 to gross profit deterioration and Impairment
and restructuring  expenses related to the Company's 2005
Realignment Plan.

The Company's balance sheet showed $118,042,000 of assets at
July 2, 2005, and liabilities totaling $97,174,000.

                         GMAC Covenants

Delta Mills has a revolving credit facility with GMAC with a term
lasting until March 2007.  Borrowings  under this credit facility
are limited to the lesser of:

     -- $38 million less the aggregate amount of undrawn
        outstanding letter of credit; or

     -- a "formula amount" equal to:

         a) 90% of eligible accounts  receivable plus 50% of
            eligible inventories of Delta Mills, minus
  
         b) the sum of $7 million plus the aggregate amount of
            undrawn outstanding letters of credit plus certain
            reserves.

The facility is secured by the Company's accounts receivable,
inventories and capital stock.  

Delta Mills was not in compliance with the revolving credit
facility's financial covenants at July 2, 2005.  Specifically, the
Company had been unable to comply with minimum Earnings before
interest, taxes, depreciation and amortization benchmarks for the
fourth quarter ended July 2, 2005.

On August 9, 2005, the Company entered into a waiver and amendment
to its revolving credit agreement with GMAC. The amendment
includes:

     -- a waiver with respect to the Company's noncompliance with
        the minimum Earnings before interest, taxes, depreciation
        and amortization covenant for the fourth quarter ended
        July 2, 2005;

     -- a stipulation allowing for the payment of the deferred
        compensation participant account balances, due to
        termination of the program on Aug. 8, 2005;

     -- minimum EBITDA levels for each quarter of fiscal year 2006
        and provides that it will be an event of default if the
        Company and GMAC do not enter into a written amendment
        setting EBITDA requirements for the remainder of the term
        of the credit facility.

     -- an increase in the applicable margin on Eurodollar loans
        from 3% to 4%.

The GMAC amendment also provides for a $3.0 million supplement to
the allowed asset-based availability.  The supplement is available
through February of 2006, and the Company will owe a $30,000 fee
for any calendar month in which The Company uses, on more than
three days, all or part of this supplemental amount.

Delta Mills must also meet the August 2007 outstanding $30,941,000
principal balance of Delta Mills' 9.625% Senior Notes.  The
Company will need to refinance both of these obligations prior to
March 2007 in order to be able to continue operations.

                    Realignment Plan

On Aug. 11, 2005, Delta Mills began the implementation of its
comprehensive fiscal year 2006 business plan that will result in
the Company's exit from the woven synthetics business.  Management
says the plant closures and discontinuance of the woven synthetics
business are steps being taken in an effort to stop the dollar
hemorrhage the Company has experienced on an ongoing basis.

The plan provides for the closure of the Company's Pamplico
weaving facility in Pamplico, South Carolina and its Delta #2
finishing facility located in Wallace, South Carolina.  The
Company expects to complete the closing of these facilities in the
second quarter of fiscal year 2006 as production requirements
dictate.

Upon completion of the business plan, the Company's operations
will consist of:

    a) the manufacture and sale of cotton and cotton/synthetic
       blend fabrics.

    b) the manufacture and sale of camouflage print fabrics
       primarily to apparel manufacturers that contract with the
       US Government.

                  About Delta Mills, Inc.

Delta Mills, Inc., a wholly owned subsidiary of Delta Woodside
Industries, Inc. (OTCBB:DLWI) -- http://www.deltawoodside.com/--
produces a broad range of finished apparel fabrics in four
manufacturing plants in South Carolina.  Delta Mills sells and
distributes its fabrics through a marketing office in New York
City, with sales agents also operating from Atlanta, Chicago,
Dallas, Los Angeles, San Francisco and Mexico.


DOMTAR INC: S&P Retains BB Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on paper producer Domtar Inc.  At the same
time, Standard & Poor's revised the outlook on the company to
negative from stable, reflecting heightened concerns regarding the
negative effect of an appreciating Canadian dollar and other cost
pressures on the company's cash flow generation and earnings.

"The sharp appreciation of the Canadian dollar, declining demand
for uncoated free sheet, and high energy costs will hurt Domtar's
cash generation," said Standard & Poor's credit analyst Daniel
Parker.  

Operating earnings are negatively affected by about C$15 million
for every one cent appreciation of the Canadian dollar.  The
Canadian dollar (currently at about 85 U.S. cents) has appreciated
by more than 4 U.S. cents since the end of the second quarter.  In
addition, uncoated freesheet demand has been weak, which has
caused prices to fall.

"The weak pricing and currency situation will depress cash flow
generation and the company will be hard pressed to improve its
credit metrics," Mr. Parker added.

The ratings on Montreal, Que.-based Domtar reflect the company's
exposure to cyclical paper prices, aggressive debt leverage, and a
declining cost position due to a stronger Canadian dollar.  These
risks are partially offset by good fiber and energy integration,
and some revenue diversity.

With 50% of its production located in Canada and 75% of its sales
to the U.S., Domtar's cost position is materially affected by the
foreign exchange rate of the Canadian dollar.  The relatively high
Canadian dollar hurts export margins; the Canadian dollar averaged
about 77 U.S. cents in 2004.

In an effort to mitigate the high Canadian dollar, Domtar closed
150,000 tonnes of pulp and 85,000 tonnes of paper capacity in
Canada to improve profitability by about C$100 million in 2005.  
Nevertheless, other cost pressures including fiber, freight, and
energy will likely offset the benefit from the restructuring
effort.

The outlook is negative.  The combination of a higher Canadian
dollar, high energy costs, and weak uncoated free sheet prices
will hurt Domtar's earnings and cash flow.  If these factors do
not improve in the company's favor in the next several months, and
the prospect for debt reduction in 2006 remains marginal at best,  
the ratings will be lowered.


DRUGMAX INC: Closes on Wells Fargo's New $65 Mil. Credit Facility
-----------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX) closed on its previously disclosed
$65 million Senior Secured Revolving Credit Facility with Wells
Fargo Retail Finance, LLC.  The new credit facility has a maturity
of five years and replaces the Company's previous $65 million
Senior Credit Facility.

"We are pleased to have closed on this new facility with Wells
Fargo and in doing so have successfully completed a $116 million
refinancing and recapitalization of the Company," Jim Searson,
Chief Financial Officer of DrugMax, said.  "Drawing upon our
significantly increased financial flexibility, we intend to
actively seek opportunities to grow our specialty pharmacy and
Worksite Pharmacy(SM) businesses in an effort to create long-term
value for the Company and its shareholders."

As previously disclosed on Oct. 4, 2005, DrugMax completed private
placement investments of common stock and warrants totaling
$51.1 million.

               About Wells Fargo Retail Finance

Headquartered in Boston, Wells Fargo Retail Finance -
http://www.wellsfargo.com/-- specializes in building  
relationships and delivering customized, flexible financial
solutions to single and multi-channel retailers throughout North
America.  It is part of Wells Fargo & Company (NYSE: WFC), a
diversified financial services company with $435 billion in
assets, providing banking, insurance, investments, mortgage and
consumer finance to more than 23 Million customers from more than
6,000 stores and the Internet across North America and elsewhere
internationally. Wells Fargo Bank, N.A. is the only bank in the
United States to receive the highest possible credit rating,
"Aaa," from Moody's Investors Service.

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty    
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions.  The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations.  DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names.

                        *     *     *

                     Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.


EYE CARE: Moody's Cuts Liquidity Rating on Change of Control Fear
-----------------------------------------------------------------
Moody's Investors Service affirmed all long-term ratings of Eye
Care Centers of America and lowered the Speculative grade
liquidity rating to SGL-4 from SGL-2.  The rating outlook remains
negative.

Issuers rated SGL-4 possess weak liquidity.  They rely on external
sources of financing and the availability of that financing is, in
Moody's opinion, highly uncertain.

This rating is lowered:

   * Speculative grade liquidity rating to SGL-4 from SGL-2.

These ratings are affirmed:

   * Corporate family rating (previously called the senior implied
     rating) at B2,

   * $190 million senior secured bank loan at B2, and the

   * $152 million 10.75% senior subordinated notes (2015) at Caa1.

The lowered liquidity rating is prompted by the pending
liquidation of the company's controlling shareholder Moulin
International Holdings Ltd. and Moody's concern that the existing
debt amortization schedule would accelerate if all rated debt were
put to the company per change of control provisions in the bank
agreement and bond indenture.  The timing for this potential
change of control is unknown.

The negative rating outlook considers that long-term ratings would
decline if the ownership issue is not satisfactorily resolved from
the perspective of ECCA's creditors, the challenges in obtaining
the anticipated gross margin improvements within a reasonable
timeframe now that Moulin no longer will become an important
supplier of eyeglass frames, and the high level of optical
retailing competition.

The inability to immediately repay the bank loan and senior
subordinated notes, in the event that this becomes necessary,
would cause all ratings to be lowered to default levels.  Aside
from satisfactory resolution of the ownership issue and cost-
effective replacement of Moulin as an eyeglass frame supplier, the
rating outlook could stabilize as lease adjusted leverage (funded
debt plus 8 times rent to EBITDAR) approaches 6 times, fixed
charge coverage exceeds 1.5 times, and the system profitably
expands both from new store development and comparable store sales
growth.  Lease adjusted leverage is expected to equal around 6.5
times for 2005 and to modestly improve in 2006.

ECCA's long-term ratings reflect the high financial leverage and
weak fixed charge coverage, Moody's belief that competitive
pressures will remain strong as larger competitors such as
Wal-Mart (senior unsecured rating of Aa2) and Luxottica (unrated;
owner of Lenscrafters and Pearle Vision) compete in various
price/service niches, and ongoing challenges in replacing Moulin
as the primary eyeglass frame supplier.  The relatively low
operating margins for a specialty retailer and the seasonal nature
of optical retailing, in which the first quarter accounts for a
disproportionate share of sales and cash flow, also constrain the
ratings.  The potential for Golden Gate Capital, the other major
shareholder of ECCA, to put its preferred stock to Moulin (or
presumably its successor) in March 2009 could eventually become a
concern.

However, the long-term ratings also recognize the potential
economies of scale from the company's national position as the
third-largest optical retailer, Moody's expectation that the
company will use a portion of discretionary free cash flow to pay
down debt, and the favorable demographic trends for vision
correction as the U.S. population ages.  Also benefiting the
ratings are revenue diversity from operations in many geographies
across the United States, the potential for increased traffic to
the most important optical retailing chains as third-party vision
care payment plans become more widespread, and the positive
contribution from 96% of the company's stores.

The B2 rating of the senior secured credit facility (comprised of
a $25 million revolving credit facility and a $165 million Term
Loan B) recognizes the senior position of this debt class in the
company's capital structure and considers that this debt is
secured by substantially all of the company's assets.  As defined
in the bank agreement, an event of default would occur if Moulin
ceases to own a majority of ECCA.  In a hypothetical default
scenario, Moody's believes that the orderly liquidation value of
easily monetizable assets such as accounts receivable and
inventory would fall well below the existing bank loan commitment.   
Complete recovery would rely on the less easily predicted
valuation for property, plant, and equipment and intangible
assets.  Moody's expects that the Revolving Credit Facility will
mostly be used to bridge temporary cash flow timing differences.   
As of July 2, 2005, all of the revolving credit facility was
available except for $3 million reserved for Letters of Credit.

The Caa1 rating on the senior subordinated notes considers the
guarantees of the company's non-optometric practice operating
subsidiaries, as well as the contractual subordination to
significant amounts of more senior obligations.  As defined in the
bond indenture, noteholders would have the option to put the notes
back to ECCA if a change of control was to occur, including if
Moulin, Golden Gate, and management collectively cease to own a
majority of ECCA.  More senior obligations include the bank loan,
$2 million of capital leases, and $20 million of trade accounts
payable.  In a hypothetical default scenario, Moody's believes
that recovery for this debt class would completely rely on
residual enterprise value.

Pro-forma for the capital structure implemented with the March
2005 acquisition by Moulin, lease adjusted leverage equaled 6.6
times (based on gross rent without netting out sub-rental income)
and fixed charge coverage was about 1.3 times for the twelve
months ending July 2, 2005.  Over the past several years, revenue
has grown from a combination of healthy comparable store sales
increases (up 3.8% in the first half of 2005) and new store
openings.  With Moulin as an important eyeglass frame supplier,
ECCA's gross margin had been expected to improve by about 150
basis points over the next several years.  Moody's had also
anticipated that new store development would increase under
Moulin's ownership and that internally generated cash flow would
finance all capital investment.  However, these long-term
strategies are uncertain in Moody's view.

Eye Care Centers of America, Inc., with headquarters in San
Antonio, Texas, operates 378 optical retailing stores under
EyeMasters and other regional trade names.  Sales for the twelve
months ending July 2, 2005 were approximately $407 million.


FIDELITY NATIONAL: Fitch Holds BB- Rating on Subsidiary
-------------------------------------------------------
Fitch Ratings assigned a 'BBB-' senior debt rating to the $300
million bank line of credit for Fidelity National Title Group,
Inc.  In addition, Fitch affirmed the 'BBB-' senior debt rating of
Fidelity National Financial, Inc., as the company replaced its
$700 million bank line with a $250 million facility.  All ratings
have a Stable Rating Outlook.

FNT expects to draw $150 million of the $300 million bank debt for
a dividend to FNF.  FNF has previously announced that FNT will
issue $500 million in intercompany notes that would effectively
push down FNF's outstanding debt to FNT, and proforma debt-to-
total capital as of June 30, 2005 would be 18% and earnings'
coverage of interest expense would be approximately 18 times (x).
Going forward, Fitch believes ratings could be influenced by
acquisitions at FNF and increased financial leverage.

The title insurance operations represent the largest business for
FNF at approximately 70% of total revenue.  Title operations have
national scope and industry leading market share at approximately
30% at year-end 2004.  The company also has leading market share
in the four states that produce the highest title insurance
revenue, California, Florida, Texas, and New York.  FNT has
historically shown better than industry average profitability,
which is both a product of strong market share and attention to
expense control.  The company's expenses as a percentage of
premiums are the best among national title insurers.

FNF's other subsidiary, Fidelity Information Services, Inc.,
provides technology solutions, processing services, and
information services to the financial services and real estate
industries.  Favorable considerations in the FIS rating included
the company's leading market share in core processing systems to
large banks, good retention over a diversified base of customers,
and expectations for strong cash flow generation.

These ratings are affirmed by Fitch with a Stable Outlook:

   Fidelity National Financial Inc.

     -- Long-term issuer at 'BBB-'.

Fitch assigns these ratings with a Stable Outlook:

   Fidelity National Financial Inc.

     -- $250 million senior bank facility 'BBB-'.

   Fidelity National Title Group, Inc.

     -- Long-term issuer 'BBB-';
     -- $300 million senior bank facility 'BBB-'.

These are rated by Fitch with a Stable Outlook:

   Fidelity National Information Services, Inc.

     -- Senior Secured Credit Facility No Action 'BB-'.

   Fidelity National Title Ins. Co.
   Ticor Title Ins. Co. of FL
   Alamo Title Insurance Co. of TX
   Nations Title Insurance of NY
   Chicago Title Ins. Co.
   Chicago Title Ins. Co. of OR
   Security Union Title Ins. Co.
   Ticor Title Ins. Co.
   National Title Ins. Co. of NY

     -- Insurer financial strength 'A-'.


FLI LEARNING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: FLI Learning Systems, Inc.
             aka Top Driver, Inc.
             aka Drive One, Inc.
             416 Route 518
             Blawenburg, New Jersey 08504

Bankruptcy Case No.: 05-13985

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Top Driver-FLI, Inc.                       05-13993

Type of Business: FLI Learning Systems specializes in the
                  production of video, self-instruction and online
                  driver safety programs.  FLI's Coaching
                  Series(R) features programs for drivers and
                  operators of lift trucks, cars, vans, buses,
                  trucks, and public works, police, fire and
                  ambulance vehicles.  It also includes
                  single-topic videos on specific driving issues
                  such as backing, parking, visibility, road rage,
                  carjacking and winter driving.
                  See http://www.flilearning.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Mark J. Packel, Esq.
                  Blank Rome LLP
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6429
                  Fax: (302) 425-6464

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
FLI Learning Systems, Inc.   Less than $50,000   $1 Million to
                                                 $10 Million

Top Driver-FLI, Inc.         $500,000 to         $1 Million to
                             $1 Million          $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kenneth Underwood                Note Payable        $2,541,415
1117 Ponte Vedra Boulevard
Ponte Vedra Beach, FL 32082

Top Drive Acquisition, LLC       Note Payable          $443,212
c/o Legato Partners, LLC
227 West Monroe, 42nd Floor
Chicago, IL 60606

Michael McGinn                   Note Payable          $154,257
P.O. Box 423
Medinah, IL 60157

Jeffrey McGinn                   Note Payable          $154,257
252 Nordic Road
Bloomingdale, IL 60108

Diane McFadden                   Note Payable          $150,770
2724-C Humboldt Avenue S
Minneapolis, MN 55408-1029

Sprint Yellow Pages              Old Trade Payable      $64,319

AT&T                             Old Trade Payable      $53,356

John R. Square, Inc.             Old Lease Liability    $46,734

Paul Hastings, Janofsky & Walker Legal Fees             $46,578

Top Driver Acquisition, LLC                             $44,583

Verizon Directories              Old Trade Payable      $43,000

Akin, Gump, Strauss              Legal Fees             $33,312
Hauer & Feld, LLP

Yellow Book                      Novice Yellow Pages    $31,044

Drummer Acquisition, LLC         Note Payable           $25,981

Evansville Associates, LP        Old Lease Liability    $25,000

AT&T                             Novice Driving         $21,318
                                 School - Phone Bill

JTK Enterprises, Inc.            Old Lease Liability    $15,250

MCI                              TDA Phone Bill         $14,858

City of Cincinnati               Taxes                  $14,009

Staples                          Old Trade Payable      $12,174


FOAMEX INT'L: U.S. Trustee Appoints 7-Member Creditors Committee
----------------------------------------------------------------          
Kelly Beaudin Stapleton, United States Trustee for Region 3, has
appointed seven members to the Official Committee of Unsecured
Creditors in Foamex International Inc., and its debtor-affiliates'
Chapter 11 cases:

     1. Stuart Kratter
        Bank of New York
        101 Barclay Street, 8W
        New York, New York
        Tel No: (212) 815-5466
        Fax No: (212) 815-5131

     2. Dana Cann
        Financial Analyst
        Pension Benefit Guaranty Corporation
        1200 K. Street, NW-Ste 340
        Washington, D.C. 20005-4026
        Tel No: (202) 326-4020
        Fax No: (202) 326-4112

     3. Andy Mitchell
        Cover Wealth Management
        740 State Street, Ste. 202
        Santa Barbara, California 93101
        Tel No: (805) 680-8802
        Fax No: (805) 435-1642

     4. Mark E. Schwarz
        Newcastle Partners, LP
        300 Crescent Court, Ste. 1110
        Dallas, Texas 75201
        Tel No: (214) 661-7474
        Fax No: (214) 661-7475

     5. Donald Hamilton
        Lyondell Chemical Corporation
        1221 McKinney Street
        One Houston Center, Ste. 700
        Houston, Texas 77010
        Tel No: (713) 309-4980
        Fax No: (713) 652-4542

     6. Candida Wolfram
        Shell Chemical LP
        910 Louisiana Street, 1454B
        Houston, Texas 77002
        Tel No: (713) 241-4184
        Fax No: (713) 241-0372

     7. Donovan Williams
        439 Fairview Avenue
        Coventry, Rhode Island 02816
        Tel No: (401) 615-2861

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Court to Fix December 5 as Claims Bar Date
--------------------------------------------------------------          
In order for Foamex International Inc. and its debtor-affiliates
to complete their restructuring and make distributions under any
confirmed plan of reorganization, they must obtain complete and
accurate information regarding the nature, validity and amount of
all claims that will be asserted in their Chapter 11 cases.

Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to:

   (a) establish deadlines for the filing of claims;

   (b) approve claims filing guidelines; and

   (c) approve the form and manner of the notice of Bar Dates.

Bankruptcy Rule 3003(c)(3) requires that the Court fix a time
within which proofs of claim must be filed.  The Debtors
anticipate to serve, through their proposed claims agent,
Bankruptcy Services LLC, the Bar Date Notice and proof of claim
forms on all entities holding potential prepetition claims within
three days after the Court establishes the Claim Bar Dates.

                      General Bar Date

The Debtors ask the Court to establish December 5, 2005, as the
last day by which all entities holding prepetition claims, other
than governmental units, must file proofs of claim.  

                     Government Bar Date

Section 502(b)(9) of the Bankruptcy Code provides that a
government claim will be timely filed if it is filed before 180
days after Petition Date.  Hence, the Debtors ask the Court to
establish March 20, 2006, as the date when all governmental units
may file claims.

                      Rejection Bar Date

The Debtors anticipate that some entities may assert claims in
connection with the Debtors' rejection of executory contracts and
unexpired leases pursuant to Section 365 of the Bankruptcy Code.  

The Debtors propose that any person or entity that asserts a
Rejection Damages Claim must file a claim on or before:

   -- the General Bar Date;

   -- 30 days after the Rejection Order; or

   -- any other date as the Court may fix.

                      Persons and Entities
                   Not Required to File Claims

These persons or entities need not file proofs of claim:

   (a) Any entity that already properly filed a proof of claim
       against the Debtors;

   (b) Any entity:  

          -- whose claims is not described as "disputed",
             "contingent" or "unliquidated" in the Debtors'
             Schedules of Liabilities; and

          -- who does not dispute the amount or classification of
             its claim.

   (c) Professionals retained by the Debtors or the Committee who
       assert administrative claims for payments of fees and
       expenses;

   (d) any entity that asserts an administrative expense claim
       against the Debtors pursuant to Section 503(b);

   (e) current officers and directors of the Debtors who assert
       claims for indemnification and contribution as a result of
       the officers' or directors' services to the Debtors;

   (f) any Debtor asserting a claim against another Debtor;

   (g) any direct or indirect non-debtor subsidiary of a Debtor
       asserting a claim against a Debtor; and

   (h) any entity whose claim against the Debtors has been
       allowed by a Court order entered on or before the Bar
       Date.

Any entity holding an interest in the Debtors based exclusively
on:

   -- the ownership of common or preferred stock in a
      corporation;

   -- a general or limited partner interest in a limited
      partnership;

   -- a membership interest in a limited liability company or
      warrants or rights to purchase, sell or subscribe to a
      security or interest,

need not file a proof of interest on or before the General Bar
Date.  However, Interest Holders that wish to assert claims
against the Debtors that arise out of the ownership of an
Interest must file proof of claim on or before the General Bar
Date.

Any entity asserting claims against more than one Debtor must
file a separate proof of claim to each Debtor and identify on
each proof of claim form the particular Debtor against which the
claim is asserted.

                   Bar Date Notice Package

The Debtors propose to serve on all known entities holding
potential prepetition claims with:

   (a) a notice of the Bar Dates;

   (b) a proof of claim form substantially in the form of
       Official Form No. 10.

Proofs of claim are to be submitted in person or by courier
service, hand delivery or mail.  Proofs of claim submitted by
facsimile or e-mail will not be accepted.  

Establishing December 5, 2005, as the General Bar Date in the
Debtors' Chapter 11 cases will provide potential claimants with
an adequate amount of time after the mailing of the Bar Date
Notice to review the Debtors' Schedules and compare them with
their own books and records, Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, says.

                   Donovan Williams Objects

Donovan Williams, a victim of a February 2003 fire in a club in
Rhode Island and a member of the Official Committee of Unsecured
Creditors, objects to the application of the General Bar Date to
any and all claims arising from the Station fire.

The Station fire started when pyrotechnics ignited foam
insulation in the club's ceiling.  The Station fire resulted in
various litigations, some of which name three of the Debtors as
defendants.

Mr. Williams points out that the Debtors have not yet filed their
Schedules and Statement of Financial Affairs.  The Debtors are
proposing a procedure in which a bar date will be established and
a bar date notice will be sent before the filing of the Debtors'
schedules.  As a result, there is a serious potential for
confusion and mischief.  

Mr. Williams ask the Court to delay the establishment of the
General Bar Date until a reasonable time after the Debtors file
their Schedules.

The establishment of a bar date in connection with the claims
from the Station fire is premature and unnecessary at this time,
Mr. Williams argues.  None of the tort cases from the Station
fire have proceeded to trial so most proofs of claim will assert
contingent or unliquidated claims.

Granting the Court will approve the Motion, Mr. Williams ask the
Court to allow for the submission of consolidated proofs of claim
on behalf of the claimants from the Station fire.  In addition,
the consolidated proofs of claim should be executed by an agent
for the claimants.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Obtains Injunction Against Utility Companies
----------------------------------------------------------          
Section 366(a) of the Bankruptcy Code prohibits a utility company  
from altering, refusing or discontinuing services to a debtor for  
the first 20 days of a bankruptcy case.  Upon expiration of the  
stay period, however, Section 366(b) provides that a utility  
company may -- but need not -- terminate services if a debtor has  
not furnished adequate assurance of payment.

Uninterrupted utility services are critical to Foamex
International Inc., and its debtor-affiliates'  ability to sustain
their operations during the pendency of their Chapter 11 cases.  
In the normal conduct of their business, the Debtors use, among
other things, gas, electricity, telephone and other services
provided by the Utility Companies.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, asserts that if Utility Companies are
permitted to terminate Utility Services on the 21st day after the
Petition Date, substantial disruption to the Debtors' operations
will occur and the Debtors' business will be irreparably harmed.  
To avert a potential disaster, the Debtors would then be forced
to pay whatever amounts are demanded by the Utility Companies to
avoid the cessation of essential Utility Services and,
ultimately, the demise of their business, Ms. Morgan adds.

Ms. Morgan contends that the Utility Companies are adequately
assured of payment for all future services because of:

   -- the Debtors' satisfactory payment history with respect to
      prepetition utility bills;

   -- the Debtors' ability to pay future utility bills, as
      evidenced by the budget accompanying the Debtors' request
      for DIP Financing; and

   -- the administrative expense priority afforded for
      postpetition Utility Services under Sections 503(b) and
      507(a)(1) of the Bankruptcy Code.

Consequently, the Debtors ask Judge Walsh to preclude Utility
Companies from altering, refusing or discontinuing services on
account of unpaid prepetition invoices or prepetition claims on
the basis of the Debtors' bankruptcy filing or any outstanding
prepetition invoice.

The Debtors also propose a procedure for Utility Companies to
request adequate assurance of future payment.

The Debtors seek authority, but not the obligation, to pay
prepetition amounts owing to a Utility Company.  If a Utility
Company accepts the payment, the Utility Company will be deemed
adequately assured of future payment and to have waived any right
to seek additional adequate assurance in the form of a deposit or
otherwise.

If a Utility Company timely and properly requests additional
adequate assurance that the Debtors believe is unreasonable, and
the Debtors are unable to resolve the request consensually with
the Utility Company, then on the request of the Utility Company,
the Debtors will file a motion for determination of adequate
assurance of payment and set the motion for hearing at the next
regularly scheduled omnibus hearing occurring more than 20 days
after date of the request, unless another hearing date is agreed
to by the parties or ordered by the U.S. Bankruptcy Court for the
District of Delaware.

Any Utility Company having made a request for additional adequate
assurance of payment will be deemed to have adequate assurance of
payment until the Court enters a final order in connection with
the request finding that the Utility Company is adequately
assured of future payment.  Any Utility Company, which does not
timely and in writing request additional adequate assurance of
payment, will be deemed adequately assured of payment under
Section 366(b).

                 Constellation Responds

Constellation NewEnergy, Inc., sells electricity to Foamex
International Inc., pursuant to a Master Retail Energy Supply
Agreement.  The Supply Agreement will expire in January 2006.  

David L. Finger, Esq., at Finger & Slanina LLC, in Wilmington,
Delaware, informs the Court that the Supply Agreement is a
forward contract, and Constellation is a forward contract
merchant.  The Supply Agreement provides that the commencement of
a bankruptcy proceeding or Foamex's insolvency is an "event of
default" permitting Constellation to terminate the Supply
Agreement.

Mr. Finger notes that pursuant to Section 556 of the Bankruptcy
Code, the contractual right of a forward contract merchant to
cause the liquidation of a forward contract because of a
condition of the kind specified in Section 365(e)(1), will not be
stayed, avoided or otherwise limited by the Bankruptcy Code or by
order of the Court.  Accordingly, Mr. Finger asserts,
Constellation's contractual right to terminate the Supply
Agreement is not stayed, avoided or otherwise limited by any
order of the Court.

Constellation intends to continue to sell electricity to Foamex
until the Supply Agreement expires in January 2006 as long as
Foamex continues to perform its obligations under the Supply
Agreement, Mr. Finger says.  Constellation does not oppose the
Debtors' request.  It, however, wants to clarify that it is not
waiving its rights as a forward contract merchant under Section
566.

                         *     *     *

The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware issued a bridge order prohibiting the Utility
Companies from altering, refusing or discontinuing services on
account of unpaid prepetition invoices or prepetition claims on
the basis of the Debtors' bankruptcy filing or any outstanding
prepetition invoice.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GARDENBURGER INC: Files for Chapter 11 Protection in C.D. Calif.
----------------------------------------------------------------
Gardenburger, Inc. (OTCBB:GBUR) filed for chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Central District
of California, Santa Ana Division.  The Company says it will
shortly file a proposed Plan of Reorganization and related
Disclosure Statement with the Court.  

Gardenburger will continue to operate its business in the ordinary
course as debtor-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with applicable provisions of
the United States Bankruptcy Code pending Bankruptcy Court
approval of the Plan.

                     The Proposed Plan

The proposed Plan, which reflects the outcome of negotiations
among Gardenburger and its primary secured and unsecured debt
holders, will provide for the reorganization of Gardenburger and
includes six treatment of claims and interests:

  (1) Payment to the holders of general unsecured claims
      (including all trade and vendor claims) against Gardenburger
      in the full amount of their allowed claims, in three
      installments:

        (i) six months (25% to be paid);
       (ii) twelve months (25% to be paid); and
      (iii) eighteen months (50% to be paid)

      following the effective date of the Plan;

  (2) Cancellation of the existing equity interests (preferred
      stock and common stock) in Gardenburger and conversion of
      Gardenburger from a public company to a private company;

  (3) Elimination of Gardenburger's debt owing pursuant to an
      unsecured note, asserted in an amount in excess of
      $27 million, currently held by Annex Holdings I LP, and
      issuance of new equity interests in Gardenburger to the
      Convertible Note holder in full satisfaction of its claim;

  (4) Payment in full to the holders of allowed administrative
      expense claims and allowed priority claims on the effective
      date of the Plan;

  (5) Full compliance with Gardenburger's pre-confirmation
      obligations to Gardenburger's secured lenders and conversion
      of Gardenburger's post-petition credit facilities to exit
      financing to fund Gardenburger's business operations and the
      Plan obligations following the effective date of the Plan;
      and

  (6) Gardenburger's ongoing operation of its business on a viable
      basis following confirmation of the Plan.

Annex is Gardenburger's largest unsecured creditor.  The Company
negotiated the Plan with Annex, and Annex supports the Plan.  
Further, the Company has financing in place, subject to the
approval of the Bankruptcy Court, to fund its ongoing operations
and working capital needs during the Chapter 11 Case and, upon
approval of the Plan, to meet its obligations under the Plan and
its working capital needs following the effective date of the
Plan.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and  
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.  
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  As of June 30, 2005, the Company reports
$20.2 million in total assets and $40.2 million in total
liabilities.


GARDENBURGER INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gardenburger Inc
        d/b/a Gardenburger Authentic Foods Company
        15615 Alton Parkway, Suite 350
        Irvine, California 92618

Bankruptcy Case No.: 05-19539

Type of Business: The Debtor makes original veggie burgers and
                  innovates in meatless, 100% natural, low-fat
                  food products.  See http://www.gardenburger.com/

Chapter 11 Petition Date: October 14, 2005

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: David S. Kupezt, Esq.
                  SulmeyerKupetz
                  300 South Hope Street, 35th Floor
                  Los Angeles, California 90071
                  Tel: (213) 626-2311

Financial Condition as of June 30, 2005:

      Total Assets: $20,244,000

      Total Debts:  $40,191,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Annex Holdings I, LP          Convertible            $28,000,000
1301 Avenue of the Americas   noteholder
New York, New York 10019

Millard Transportation        Trade debt                 $89,265
Services
P.O. Box 803848
Kansas City, MO 64180-3848

Americold Logistics Unit 94   Trade debt                 $85,440
P.O. Box 4500 Unit 94
Portland, OR 97208-4500

Utah Paper Box Company        Trade debt                 $75,768

Strategic Staffing            Trade debt                 $73,607

Americold Logistics           Trade debt                 $53,096
Unit 2017

Aerotek Commercial Staffing   Trade debt                 $51,171
Inc.

International Flavors &       Trade debt                 $44,612

Packaging Corp. of America    Trade debt                 $37,593

Millard Refrigeration         Trade debt                 $36,713

Givuadan Flavors Corporation  Trade debt                 $36,703

Churny Company                Trade debt                 $36,250

Summit Packaging, Inc.        Trade debt                 $35,610

J Goodman & Associates        Trade debt                 $35,169

Sensient Flavors, Inc.        Trade debt                 $30,299

US Foodservice WR             Trade debt                 $30,221

Calkins & Burke               Trade debt                 $26,928

Ventura Foods                 Trade debt                 $26,350

Western Foodservice           Trade debt                 $24,475
Marketing

Advantage Pezrow Foxboro      Trade debt                 $22,775


GOODYEAR TIRE: Exchanging $400MM Senior Notes for Registered Bonds
------------------------------------------------------------------
Goodyear Tire & Rubber Company is offering to exchange
$400,000,000 aggregate principal amount of registered 9.00% Senior
Notes due 2015 for $400,000,000 aggregate principal amount of
unregistered 9.00% Senior Notes due 2015.

The terms of the exchange notes will be identical in all material
respects to the terms of the original notes except that the
exchange notes will be registered under the Securities Act of
1933, as amended, and, therefore, the transfer restrictions
applicable to the original notes will not be applicable to the
exchange notes.  

                      Terms of the Notes

The Notes will be the Company's unsecured senior obligations of
the Company.  The Company will be senior in right of payment to
all of the Company's future subordinated obligations of the
Company will be guaranteed by each Subsidiary Guarantor.

The Notes mature on July 1, 2015.        

Each Note will bear interest at a rate of 9.00% per annum
beginning on June 23, 2005, or from the most recent date to which
interest has been paid or provided for.  The Company will pay
interest semiannually to Holders of record at the close of
business on the December 15 or June 15 immediately preceding the
interest payment date on January 1 and July 1 of each year.  The
Company will begin paying interest to Holders on January 1, 2006.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?253

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's
largest tire company.  Headquartered in Akron, the company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries.  It has marketing
operations in almost every country around the world.  Goodyear
employs more than 80,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,  
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.

The rating reflects the substantial amount of senior secured debt
relative to the planned notes.  It also incorporates Fitch's
concerns about GT's high leverage, high-cost structure, and weak
profitability and cash flow.  In addition, GT's pension plans,
which were underfunded by $3.1 billion at the end of 2004, are
likely to require substantially higher contributions over the near
term.


GRAND TRAVERSE: S&P Puts BB- Rating on Proposed $30.4 Bond Issue
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issuer credit rating to the Peshawbestown, Mich.-based Grand
Traverse Band of Ottawa and Chippewa Indians.  At the same time,
Standard & Poor's assigned its 'BB-' rating to the proposed $30.4
million series 2005 limited obligation tribal purpose bonds due
2020.

Proceeds from the proposed bonds will refinance the existing
letter of credit-backed series 2003 variable-rate bonds of the
Grand Traverse Band Economic Development Corp.  Ratings on the
series 2003 bonds will be withdrawn following the close of the
proposed transaction.  The outlook is stable.

"The ratings reflect GTB's relatively narrow gaming operations, a
competitive marketplace that is facing additional intermediate-
term gaming supply, and financial flexibility in the business
operation that is restricted by a material percentage of cash flow
distributed to GTB," said Standard & Poor's credit analyst Emile
Courtney.  "These factors are somewhat tempered by stable cash
flow generation and expectations for low leverage levels, despite
potential expansion plans."

GTB owns and operates two Native American gaming operations,
Turtle Creek Casino and Leelanau Sands Casino, and the Grand
Traverse Resort & Spa, near Traverse City in Michigan's
northwestern Lower Peninsula.  Turtle Creek, nearest Traverse
City, is the larger gaming facility, with about 1,200 slot
machines and 25 table games, representing about 65% of GTB's total
business revenues.

The Resort & Spa, located about four miles from Turtle Creek,
represents about 20% of GTB's total business revenues and contains
more than 400 rooms, 236 condominiums, three golf courses, and
various other amenities.  Leelanau Sands, representing about 12%
of GTB's total business revenues, is about 30 miles north of
Turtle Creek.

Although GTB's gaming operations and the Resort & Spa benefit from
the Traverse City area's outdoor-related tourism, revenues are
highly seasonal, occurring largely during warmer months, and the
gaming operations attract a majority of local patrons.  Income
demographics in the Traverse City area are favorable, but
competition is increasing.

One of GTB's competitors in the region, Little River Casino, has
almost completed its expansion and another competitor, Victories
Casino, is pursuing a major expansion.  Population demographics
and win per unit statistics suggest the marketplace may be
challenged to absorb a moderate amount of additional supply of
slot machines.

While asset quality at Turtle Creek is on par, or currently
compares favorably, with other facilities in the market, the
expansion at Victories Casino could drive the need for additional
investment by GTB.

GTB's consolidated leverage is low and EBITDA margins compare
favorably with other Native American gaming operations.  Leverage
is expected to remain good for the current ratings,
notwithstanding the possibility that GTB may issue debt to fund
expansion projects over the next several years.


HCA INC: Releases Preliminary Third Quarter Results
---------------------------------------------------
HCA Inc. (NYSE: HCA) expects its earnings for the third quarter
ended Sept. 30, 2005, to range from approximately $0.61 to $0.63
per diluted share.  The quarterly results include an estimated
adverse financial impact from hurricanes Katrina and Rita of
approximately $33 million pretax.  Third quarter results are also
expected to include a tax benefit of approximately $22 million
from the repatriation of foreign earnings.

"HCA management and our Board have undertaken a review of the
Company's strategic plan, its use of cash flows from operations
for, among other things, capital expenditures, acquisitions, debt
repayment, dividends and share repurchases, and a variety of
alternatives for using the Company's available financial
resources.  Based upon its review, the Board determined that
increasing the Company's financial leverage to fund the tender
offer is a prudent use of our financial resources and an effective
means of providing value to our shareholders," stated Jack O.
Bovender, Jr., HCA Chairman and CEO.

               Preliminary Third Quarter Results

While the Company expects to report actual results for its third
quarter on Oct. 25, 2005, preliminary results indicate that net
income per diluted share will range from approximately $0.61 to
$0.63 for the quarter ended September 30, 2005, compared to $0.47
per diluted share for the prior year's third quarter.  Results for
the third quarter of 2004 included an adverse financial impact to
certain HCA Florida hospitals from four hurricanes of $0.05 per
diluted share, and an asset impairment charge of $0.02 per diluted
share.

During the third quarter of 2005, certain HCA hospitals in
Louisiana, Mississippi and Texas encountered property damage and
business disruption associated with hurricanes Katrina and Rita.  
The Company has incurred costs of approximately $33 million
pretax, net of estimated insurance recoveries, as a result of the
effects of hurricane- related power outages, flooding and wind
damage and physician and patient dislocation and evacuation costs,
along with contributions to the HCA Hope Fund ($4 million) for
employees in crisis and the American Red Cross ($1 million).

Also during the third quarter of 2005, the HCA Board of Directors
authorized the repatriation of approximately $190 million of
accumulated earnings from HCA's international subsidiaries.  A
provision of the American Jobs Creation Act allows a one-year
reduced tax rate of 5.25 percent on repatriated foreign earnings.  
HCA expects to report an estimated tax benefit of approximately
$22 million in the third quarter of 2005, related to the expected
repatriation.

For the third quarter of 2005, the Company expects to report
revenues of approximately $6 billion.  Same facility revenues
increased approximately 4.6 percent in the third quarter.  
Preliminary results indicate same facility revenue per equivalent
admission for the third quarter increased approximately 3.4
percent, compared to the prior year's third quarter.  Adjusting
for discounts provided to uninsured patients of $238 million, same
facility revenues increased 8.8 percent and same facility revenue
per equivalent admission increased 7.6 percent in the third
quarter of 2005 compared to the same period of 2004.

Same facility admissions decreased approximately 0.7 percent and
same facility equivalent admissions increased approximately 1.1
percent in the third quarter of 2005, as compared to the third
quarter of 2004.  Admission and equivalent admission levels at
certain of the Company's hospitals were impacted by hurricanes in
the third quarters of both 2004 and 2005, making it somewhat
difficult to compare volumes from year to year.  For the nine
months ended Sept. 30, 2005, same facility admissions were flat
and equivalent admissions increased 1.5 percent.

The Company's provision for doubtful accounts for the third
quarter of 2005 is expected to approximate $618 million or 10.3
percent of revenues, compared to $688 million or 11.9 percent of
revenues in the prior year's third quarter.  On a same facility
basis, uninsured admissions in the third quarter of 2005 are
expected to reflect an increase of approximately 15 percent and
emergency room visits an increase of approximately 14 percent over
the third quarter of 2004.  Uninsured admissions represented 5.6
percent of total same facility admissions in the third quarter of
2005 compared to 5.0 percent in the third quarter of 2004. Same
facility uninsured emergency room visits represented 21.5 percent
of total same facility emergency room visits in the quarter
compared to 19.7 percent in the same period last year.

                Revised 2005 Earnings Guidance

The Company believes that its full year 2005 reported earnings
will range from $3.10 to $3.20 per diluted share.  This range and
the "per diluted share" amount of the following items that are
included in the Company's 2005 earnings guidance do not include
any potential impact related to the completion of the announced
$2.5 billion share repurchase:

   -- Favorable tax settlement related to the Company's
      divestiture of certain non-core business units in 1998 and
      2001 of $48 million, or $0.11 per diluted share (recorded in
      the second quarter).

   -- Recognition of a previously deferred gain on the Company's
      sale of certain medical office buildings of $29 million
      pretax, or $0.04 per diluted share (recorded in the second
      quarter).

   -- Reduction in the Company's estimated professional liability
      insurance reserves of $36 million pretax, or $0.05 per
      diluted share (recorded in the second quarter).

   -- Additional depreciation expense of $30 million pretax, or
      $0.04 per diluted share to correct accumulated depreciation
      and assure a consistent application of the Company's
      accounting policy relative to certain short-lived medical
      equipment (recorded in the second quarter).

   -- Adverse financial impact of $33 million pretax, or $0.05 per
      diluted share, due to hurricanes Katrina and Rita (recorded
      in the third quarter).

   -- Tax benefit of $22 million, or $0.05 per diluted share, from
      the expected repatriation of foreign earnings (recorded in
      the third quarter).

   -- Anticipated gain on the sale of 5 hospitals to Capella
      Healthcare of approximately $55 million pretax, or $0.05 per
      diluted share (anticipated in the fourth quarter).

   -- Anticipated actuarial reduction in the Company's
      professional liability insurance reserves of approximately
      $20 million pretax, or $0.03 per diluted share (anticipated
      in the fourth quarter).

There can be no assurances that the sale of the 5 hospitals will
be completed by Dec. 31, 2005, nor that the anticipated reduction
in professional liability insurance reserves will be realized in
the fourth quarter of 2005.

HCA expects to report final results for the third quarter on
Oct. 25, 2005, before the opening of trading on the New York Stock
Exchange.

HCA Inc. is the nation's leading provider of healthcare services,
composed of locally managed facilities that include approximately
190 hospitals and 91 outpatient surgery centers in 23 states,
England and Switzerland.  At its founding in 1968, Nashville-based
HCA was one of the nation's first hospital companies.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,  
Moody's Investors Service upgraded HCA Inc.'s speculative grade
liquidity rating to an SGL-1 from SGL-2.  The rating upgrade
reflects the company's excellent liquidity position with strong
cash flows, an undrawn $1.75 billion, five year revolver, and
improved cushion in its financial covenants following the
repayment of $700 million in debt during the first quarter of
2005.  HCA benefits from having a largely unencumbered asset base,
and Moody's notes that HCA recently announced plans to divest ten
hospitals that are located in non-strategic markets during 2005.

HCA's SGL-1 rating incorporates its relatively strong cash flow
generating capabilities.  Moody's notes that improvements in HCA's
equivalent admission growth rate due to increases in outpatient
volume, combined with the recent moderation of bad debt expense
due to a declining growth rate of uninsured patients contributed
to solid operating performance during the first quarter of 2005.

The company's senior implied rating is Ba2 with a stable outlook.


HCA INC: Launches Dutch Auction Tender Offer for 50 Million Shares
------------------------------------------------------------------
The Board of Directors for HCA Inc. (NYSE: HCA) initiated a
modified "Dutch" auction tender offer to purchase up to 50,000,000
shares of its outstanding common stock at a price not greater than
$50.00 nor less than $43.00 per share, net to the seller in cash,
without interest.  The tender offer expires, unless extended, at
5:00 p.m., New York City time, on Nov. 14, 2005.  As of Sept. 30,
2005, the Company had approximately 452.7 million shares of common
stock outstanding.

In the tender offer, shareholders will have the opportunity to
tender some or all of their shares at a price within the $43.00 to
$50.00 price range.  Based on the number of shares tendered and
the prices specified by the tendering shareholders, HCA will
determine the lowest per share price within the range that will
enable it to buy 50,000,000 shares, or such lesser number of
shares as are properly tendered.  If shareholders holding in the
aggregate more than 50,000,000 shares properly tender their shares
at or below the determined price per share, HCA will purchase
shares tendered by such shareholders, at the determined price per
share, on a pro rata basis, as will be specified in the offer to
purchase relating to the tender offer that will be distributed to
shareholders.  Shareholders whose shares are purchased in the
tender offer will be paid the determined price per share, net in
cash, without interest, promptly following the expiration of the
tender offer period, as it may be extended.  HCA will return all
shares not purchased to the shareholders tendering such shares
free of charge after the expiration of the tender offer, as it may
be extended.  The tender offer will not be contingent upon any
minimum number of shares being tendered.  The tender offer will be
subject to a number of other terms and conditions, including the
financing condition described below, as will be specified in the
offer to purchase.

"The tender offer . . . is consistent with the Company's
commitment to enhancing shareholder value and reflects our
confidence in the long-term future of HCA," stated Jack O.
Bovender, Jr., HCA Chairman and CEO.  "The tender offer represents
an opportunity for the Company to deliver value to shareholders
who elect to tender their shares, while at the same time
increasing the proportional ownership of non-tendering
shareholders in HCA.  We believe the Company possesses the
financial strength to successfully complete the tender offer and
the related borrowings without jeopardizing future capital
investments in our existing hospitals and communities."

"With the assistance of management and outside advisors, our Board
has undertaken a review of the Company's strategic plan, its use
of cash flows from operations for, among other things, capital
expenditures, acquisitions, debt repayment, dividends and share
repurchases, and a variety of alternatives for using the Company's
available financial resources.  Based upon its review, the Board
determined that increasing the Company's financial leverage to
fund the tender offer is a prudent use of our financial resources
and an effective means of providing value to our shareholders,"
Mr. Bovender continued.

                      Credit Facility

HCA anticipates that it will obtain the funds necessary to
purchase shares tendered in the tender offer by utilizing
approximately $500 million of cash on hand and by borrowing
approximately $1 billion from the Company's existing revolving
credit facility.  In addition, the Company has obtained a
commitment letter from JPMorgan and Merrill Lynch for a $1 billion
short-term loan facility which will also be used to finance the
tender offer.  

In connection with the tender offer, HCA is seeking an amendment
to its existing revolving credit facility and the related senior
term loan to modify the compliance levels for its required ratio
of consolidated total debt to consolidated capitalization.  If the
Company is unable to obtain the required amendment prior to the
expiration of the tender offer, the Company has obtained a
commitment letter from JPMorgan and intends to enter into a new
$2.425 billion credit facility to replace its existing credit
facility.  

While the Company has obtained commitments for the $1 billion
short term loan facility and the new $2.425 billion credit
facility, if needed, these commitments are contingent on the
satisfaction of various conditions.  Accordingly, in addition to
other customary conditions, the tender offer will be subject to
HCA amending its existing credit facility or refinancing it
pursuant to the terms and conditions contained in the commitment
letter with JPMorgan and obtaining the $1 billion short term loan
facility pursuant to the terms and conditions contained in the
commitment letter with JPMorgan and Merrill Lynch.

Merrill Lynch & Co. is the Company's financial advisor. The lead
dealer manager for the tender offer is Merrill Lynch & Co., the
dealer manager is J.P. Morgan Securities Inc., the information
agent is Georgeson Shareholder Communications, Inc., and the
depositary is National City Bank.  The offer to purchase, letter
of transmittal and related documents will be mailed to
shareholders of record and will also be made available for
distribution to beneficial owners of HCA common stock.

HCA Inc. is the nation's leading provider of healthcare services,
composed of locally managed facilities that include approximately
190 hospitals and 91 outpatient surgery centers in 23 states,
England and Switzerland.  At its founding in 1968, Nashville-based
HCA was one of the nation's first hospital companies.


HCA INC: Strong Cash Flow Cues Fitch to Hold Ratings at BB+
-----------------------------------------------------------
Fitch Ratings has affirmed HCA, Inc.'s ratings following the
announcement that its Board has approved a share repurchase of up
to $2.5 billion in the form of a modified 'Dutch' auction tender
offer.  

The share repurchase will be funded through a $1 billion draw on
the company's existing $1.75 billion revolving credit facility, a
$1 billion interim term loan and $500 million in cash on hand.  
Fitch has assigned a 'BB+' rating to the new Interim Term Loan.

Fitch affirms these ratings:

     -- Senior unsecured debt 'BB+';
     -- Bank facility ratings 'BB+';
     -- Issuer default rating (IDR) 'BB+'.

HCA's Rating Outlook is Stable.

Fitch has affirmed HCA's ratings despite the size and debt-funded
nature of the share repurchase, given the company's still strong
cash flow and that the anticipated increase in leverage would
bring total debt back to similar levels when the company last made
a similar-sized share repurchase in Oct. 2004.  

Since year-end 2004, HCA has paid down $1.2 billion in debt
including $700 million in revolver borrowings and has paid off the
6.91% $500 million senior unsecured notes that matured on June 15,
2005.  Fitch's affirmation includes the assumption that cash from
pending asset sales and recent option proceeds will be used to
reduce leverage by year-end or early first quarter 2006.

Additionally, Fitch notes the industry environment the company is
operating in, while not materially improved, has mostly stabilized
since this time last year.  Industry-wide concerns persist, namely
still soft volumes and bad debt exposure.  Further, third quarter
operating performance is likely to be negatively affected by
losses, stemming from the recent hurricanes in the Gulf Coast
region.  However, while some margin erosion is possible due to
these issues, Fitch does not anticipate a material decline in
margins over the next 12 months.

Fitch anticipates that total debt, post share repurchase and
related financings, will be $10.8 billion compared with $10.5
billion at Dec. 31, 2004, assuming cash from pending asset sales
are used to reduce the interim term loan.  

Following the share repurchase and related financings, Fitch
anticipates that leverage (total debt/EBITDA) will range between
2.5 times (x) and 2.7x with funds from operations adjusted
leverage between 3.2x and 3.4x; coverage (EBITDA/Gross Interest)
will be between 5.8x and 6.1x with FFO interest coverage between
5.4x and 5.6x. HCA's net cash flow from operations through the
last 12 months ended June 30, 2005 was $3.2 billion and free cash
flow (after capital expenditures and dividends) was $1 billion.


HCA INC: Dutch Auction Cues Moody's to Lower Liquidity Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of HCA Inc.
(Ba2 corporate family rating) and lowered the company's
speculative grade liquidity rating to SGL-2 following HCA's
announcement that it will purchase approximately $2.5 billion of
its stock in a modified "Dutch" auction tender offer.

Issuers rated SGL-1 possess very good liquidity.  They are most
likely to have the capacity to meet their obligations over the
coming 12 months through internal resources without relying on
external sources of committed financing.

Issuers rated SGL-2 possess good liquidity.  They are likely to
meet their obligations over the coming 12 months through internal
resources but may rely on external sources of committed financing.   
The issuer's ability to access committed sources of financing is
highly likely based on Moody's evaluation of near-term covenant
compliance.

The affirmation of HCA's existing ratings reflects the company's
position as the largest hospital company in the nation. HCA's
large portfolio of hospitals provides the company with scale and a
relatively high level of market diversity.  In addition, despite
concentration in Texas and Florida and weaker admissions and
EBITDA growth trends in key markets, HCA appears to still maintain
generally favorable local inpatient market share.

However, similar to last year's $2.5 billion "one-time" buyback
plan, we believe that the proposed transaction represents higher
risk to creditors because of the company's willingness to increase
leverage during a period of less operational certainty.  Moody's
expects the company to continue to be challenged by sluggish
volume trends, as highlighted by recently lowered earnings
guidance, continued increases in under and uninsured patients, and
competition from both not-for-profit as well as for-profit
operators in key markets.

The stable outlook reflects management's ability to offset lower
admission growth trends with expense management, especially in the
areas of salaries, wages and benefits and supply costs.   
Reimbursement is also expected to remain favorable for the near-
term adding a level of stability to expected revenue and cash flow
generation.

If volume and pricing trends stabilize and the company can
continue to improve operating performance through cost reductions,
Moody's may consider changing the outlook to positive.  If the
company was expected to achieve sustainable levels of adjusted
cash flow from operations to debt and adjusted free cash flow to
debt of approximately 21% and 14%, respectively, the ratings could
be upgraded.

We believe the company's commitment to maintain or grow
shareholder value primarily through share repurchases will
constrain and, possibly, create downward pressure on the HCA's
ratings if earnings remain sluggish.  Furthermore, the ratings
could be downgraded if the company were to engage in either a
large debt financed acquisition or if recent trends in same
facility adjusted admissions and uninsured volumes were to worsen.   
The ratings and outlook could be downgraded if the ratios of
adjusted cash flow from operations to debt and adjusted free cash
flow to debt were expected to fall below 18% and 12%,
respectively, for an extended period.

Moody's expects debt levels to rise significantly again following
this tender offer.  Moody's estimates pro forma debt to
capitalization ratios will increase to over 71%.  Free cash flow
to adjusted debt ratios are also expected to be weaker at levels
below 10%.

The lowering of the speculative grade liquidity rating to SGL-2
reflects the expectation that the company will initially fund the
proposed share repurchase with short-term debt, including a
$1 billion bridge loan and a $1 billion draw on the company's
revolving credit facility, thereby reducing available liquidity.   
Additionally, the company will likely amend the existing credit
facility to provide additional cushion in relation to the debt to
capitalization covenant as a result of the increased leverage.

The SGL-2 rating reflects Moody's expectation that the company
will maintain good liquidity over the next twelve months
characterized by continued stable cash flow generation.  Moody's
does expect the company to have to initially fund at least a
portion of the proposed share repurchase with the use of its
revolver, resulting in a reduction in available external
liquidity.  Moody's expects the company to be comfortably in
compliance with the interest coverage ratio requirement. Under the
terms of the company's credit agreement, HCA can sell up to 12% of
its consolidated assets, which limits a potential liquidity event
to approximately $2.6 billion.  Moody's views this amount as
enough to consider the company's asset base as largely
unencumbered.

Ratings affirmed:

   * Corporate family rating, Ba2
   * Senior unsecured bank credit facility, Ba2
   * Senior unsecured note ratings, Ba2
   * Senior shelf rating, (P) Ba2

Ratings downgraded:

   * Speculative grade liquidity rating, from SGL-1 to SGL-2

HCA Inc., headquartered in Nashville, Tennessee, is the largest
acute care hospital company with 183 hospitals.  HCA recognized
revenue of approximately $24 billion for the twelve months ended
June 30, 2005.


HCA INC: $2.5 Bil. Share Repurchase Cues S&P to Affirm BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on HCA
Inc. (BB+/Stable/--) following the company's announcement of (1)
its financial expectations for the remainder of 2005 and 2006 and
(2) an upcoming repurchase of as much as $2.5 billion of common
shares.

The speculative-grade rating on HCA Inc. reflects the company's
aggressive financial policy, which is not consistent with an
investment-grade rating considering the key industry risks the
company faces, such as uncertain third-party reimbursement and
rising bad debt.  These factors are mitigated by the generally
strong cash-generating nature of HCA's diverse hospital
operations. Total debt outstanding as of June 30, 2005 was $9.4
billion.

HCA's recent operating performance has been solid, with operating
margins at about 17%, though they would be slightly weaker if the
beneficial effect of the company's new discounting policies for
uninsured patients was excluded.

Though managed care pricing remains good, reimbursement pressure
from government sources, stagnant patient volume, and further
growth in the number of uninsured patients will continue to
threaten future financial results.

Return on capital will likely remain in the 17%-18% range.  HCA's
operating cash flow is significant, and Standard & Poor's expects
the company to continue to generate ample funds internally for the
next couple of years at a level that is far in excess of ongoing
capital needs.

Still, given HCA's historically aggressive share repurchase
activity, we believe that the company is not committed to
achieving an investment-grade financial profile, with its stated
financial target of total debt to EBITDA of 2.0x.  Instead, we
believe that the company's total debt to EBITDA will fluctuate
within a range of about 2.2x-2.8x.  

When the company's leverage is at the lower end of the range, and
if its stock price is attractive, another share repurchase is
highly likely.  By our estimates, this latest share repurchase
program will increase leverage to about 2.7x, or slightly below
the peak level of 2.8x after the last sizable $2.5 billion share
repurchase in late 2004.

The company repaid about $1.2 billion of debt in the first half of
2005.  Similar patterns of debt repayment, followed by subsequent
share repurchase programs, can be expected, so long as cash flow
levels remain sufficient to cover all capital needs and provide
ample free cash flow.


HOST MARRIOTT: Improving Performance Spurs Moody's to Up Ratings
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Host
Marriott's senior unsecured debt to Ba2, from Ba3, with a positive
outlook.

According to Moody's, the rating upgrade of Host Marriott reflects
the REIT's recent operating performance, which has been strongly
improving, combined with management's commitment to further reduce
leverage.  The positive outlook reflects Moody's expectation that
the REIT will continue to reduce its leverage and secured debt, as
well as improve its fully loaded fixed charge coverage as a result
of healthier lodging fundamentals and asset quality.  In May 2005,
Moody's revised Host Marriott's rating outlook to positive, from
stable, indicating that an upgrade would require an increase in
fixed charge coverage closer to 1.3X, as well as Net Debt to
EBITDA below 6.0x. Host Marriott has achieved these metrics, and
improvement is expected to continue.

Since 2004, business conditions have improved markedly in the
lodging sector.  This improvement has resulted in Host Marriott's
revenue per available room (RevPAR) improving to 7.3% in 2004 and
9.1% for 9M05.  Recent improvements are attributed to higher
average daily rates (ADR) -- a clear indication that hotel owners
are regaining pricing power.  Host Marriott's improvement in
RevPAR has translated into an improvement in fixed charge
coverages, from 0.9X for 2003 to about 1.25X (LTM basis) at
September 2005.  Moody's expects the REIT's RevPAR and ADR to
continue to improve.  Operating margins have strengthened 7.7%
relative to 9M04.  Host Marriott continues to pursue a strategy of
acquiring assets on a leverage-reducing basis.  The REIT's LTM Net
Debt to EBITDA fell to slightly below 6x at September 2005;
Moody's expects Net Debt to EBITDA to fall below 5.0x by the end
of 2007.  Host Marriott continues to maintain strong liquidity,
with $402 million of unrestricted cash and $575 million in
capacity under its unsecured line of credit at September 9, 2005.
The REIT continues to unencumber its portfolio of hotels and
resorts.

Moody's said that a rating upgrade to Ba1 would require an
increase in fixed charge coverage (including capex) closer to
2.0X, Net Debt to EBITDA around 4.5X, and a reduction in its top
operator concentration closer to 60%.  Though unlikely, should
Host Marriott's fixed charge coverage fall close to 1.0X, or
leverage exceed 6.0X, negative rating actions would be taken.  
This negative rating action would only happen should the lodging
sector take a sharp and severe downturn, or if Host Marriott made
a material change in its funding strategy.

These ratings were upgraded:

   * Host Marriott, L.P.

     -- senior unsecured debt to Ba2, from Ba3;
     -- senior unsecured shelf to (P)Ba2, from (P)Ba3;

   * Host Marriott Corporation

     -- senior unsecured debt to Ba2, from Ba3, with these rated
        bonds being obligations of Host Marriott, L.P.;

     -- industrial revenue bonds to Ba2, from Ba3, with these
        bonds being obligations of Host Marriott, L.P.;

     -- preferred stock to B1, from B2; preferred stock shelf to
        (P)B1, from (P)B2;

   * HMH Properties, Inc.

     -- senior unsecured debt to Ba2, from Ba3;

     -- backed long-term industrial revenue bonds to Ba2, from
        Ba3;

     These rated securities of HMH Properties are obligations of
     Host Marrriott, L.P.

   * Host Marriott Financial Trust

     -- preferred stock to Ba3, from B2.

Host Marriott Corporation [NYSE: HMT] is a REIT headquartered in
Bethesda, Maryland, USA, that owns upscale and luxury full-service
hotels and resorts operated primarily under premium brands, such
as Marriott, Ritz-Carlton and Hyatt. The REIT, the largest in the
lodging sector and one of the largest overall, owns or holds
controlling interest in 107 lodging properties.


HUFFY CORP: Exits Bankruptcy Following Plan Consummation
--------------------------------------------------------
Huffy Corporation and its debtor-affiliates have emerged from
their Chapter 11 reorganization process.  The Debtors officially
concluded the reorganization process Friday after completing all
required actions and satisfying all remaining conditions to its
Plan of Reorganization which was confirmed by the U.S. Bankruptcy
Court for the Southern District of Ohio on Sept. 23, 2005.

One of the conditions to Huffy's emergence from Chapter 11 was the
receipt of the necessary exit financing.  This condition was
satisfied with the Company's closing of:

   -- a $40 million revolving loan facility provided by a
      syndicate led by Wachovia Capital Finance Corporation
      (Central) and Wachovia Capital Markets, LLC; and

   -- a $10 million term loan from Patriarch Partners, LLC.

The revolving loan facility is secured by inventory and accounts
receivable and a second priority lien on the Company's
intellectual property and other assets.  The term loan is secured
by the Company's intellectual property and a second priority lien
on its inventory and accounts receivable.

"Huffy Corporation has now successfully completed a very difficult
period in its long history," John A. Muskovich, the Company's
President and Chief Executive Officer, said.  "We have
accomplished all of our major objectives for this process and have
secured an exit financing package, which along with the support
from our trade suppliers will provide assurance to our customers
as to the strength of the new Huffy Corporation."

                     Board of Directors

The Company's Board of Directors has been reconstituted and, in
addition to Mr. Muskovich, now includes:

   -- Michael Buenzow (Senior Managing Director, FTI Palladium
      Partners),

   -- Kenny Chou (Chief Executive Officer, Shenzhen BoAn
      Bike Co.),

   -- Douglas Gernert (President and Chief Executive Officer of
      totes>>ISOTONER Corporation),

   -- Raymond Kintzley (President, Ramiko Co., Ltd.),

   -- Zhidong Liang (Executive Vice President of China Export &
      Credit Insurance Corporation), and

   -- Barry Metzger (partner, Baker & McKenzie LLP).

Mr. Liang, who will serve as the Company's Board Chairman, said,
"We congratulate Huffy Corporation upon its emergence from
bankruptcy.  Huffy Corporation is an important partner for the
China-based companies which manufacture its bicycles and we look
forward to a long and mutually beneficial working relationship."

Added Mr. Muskovich, "Our strong relationships with our suppliers
in China were a key factor in our ability to emerge from
bankruptcy successfully, and we are grateful for their support.  
We too look forward to continuing to work with them closely."

                  Plan of Reorganization

As provided in the Plan of Reorganization, all previously
outstanding shares of Huffy common stock are cancelled as of
Oct. 14, 2005.  New shares of common stock are being issued to
certain creditors of the Company in accordance with the Plan.  The
Company will have less than 300 shareholders and its shares will
no longer be publicly traded.  It will no longer be required to
file periodic reports with the Securities and Exchange Commission.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related    
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on Sept. 23, 2005.


IGIA INC: Posts $2.9 Million Net Loss in Quarter Ended May 31
-------------------------------------------------------------
IGIA, Inc., delivered its amended financial results for the
quarter ended May 31, 2005, to the Securities and Exchange
Commission on Sept. 30, 2005.

IGIA incurred a $2,894,032 net loss for the three months ended May
31, 2005 compared to $235,867 of net income for the same period in
2004.  Management attributes the net loss to lower revenue and
gross profit.  The $738,371 of expenses incurred in connection
with the restructuring and reorganization under Chapter 11 of its
subsidiary, Tactica International, Inc., also contributed to the
net loss.

IGIA's balance sheet showed $5,148,494 of assets at May 31, 2005,
and liabilities totaling $20,296,231.  As of May 31, 2005, the
Company had a $15.1 million working capital deficit and negative
net worth of $15.1 million.

                     Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about IGIA's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended February 28, 2005.  The auditing firm points to the
Company's recurring losses from operation, net capital deficiency
and Tactica's chapter 11 filing.    

                     Tactica Bankruptcy

Tactica, which accounted for all of IGIA's operations, sought
protection from its creditors under chapter 11 of the Bankruptcy
Code on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No. 04-16805).  
Tactica filed a Plan of Reorganization in July 2005.  IGIA is
Tactica's DIP lender.  

The Plan proposes to distribute to unsecured creditors a lump sum
cash payment and approximately 1.8 million shares of IGIA's common
stock, as well as rights to certain legal claims.     

Innotrac Corporation, Tactica's secured trade creditor, issued a
default notice on Jan. 18, 2005, ceased its order processing
services and refused to release Tactica's inventory carried at
approximately $2.9 million.  

On June 23, 2005, the Bankruptcy Court approved a settlement with
Innotrac, under which Innotrac took the inventory in exchange for
full satisfaction of Tactica's $3 million debt.

                        About IGIA

Headquartered in New York City, IGIA, Inc., engages in the design,
development, import, and distribution of personal care and
household products in the United States and Canada through its
wholly owned subsidiary.  The Company purchases its products from
unaffiliated manufacturers most of which are located in the
People's Republic of China and the United States.


INDUSTRIAL ENTERPRISES: Auditors Raise Going Concern Doubt
----------------------------------------------------------
Beckstead and Watts, LLP, expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the Company has had limited operations and [has]
not commenced planned principal operations."

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission last week,
Industrial Enterprises reports a $3.7 million net loss on $3.9
million of revenues.

At June 30, 2005, Industrial Enterprises' balance sheet showed a
$2,435,521 stockholders' deficit, compared to a $1,681,900 deficit
at March 31, 2005.

A full-text copy of Industrial Enterprises' 2005 Annual Report is
available at no charge at http://ResearchArchives.com/t/s?256

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is one of the  
largest worldwide providers of refrigerant gases, specializing in
converting the hydroflurocarbon gases, R134a and R152a, into
branded and private label refrigerant and propellant products.
The Company's main product, the "gas duster" is used in a variety
of industries including consumer electronics, medical, and the
automotive aftermarket.


INDUSTRIAL ENTERPRISES: Scott Margulis Joins Board of Directors
---------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB: ILNP) appointed
Scott Margulis to the Company's Board of Directors.  Scott
Margulis is currently the Chief Operating Officer of Unifide
Industries, LLC, a leading marketer and seller of automotive
chemicals and additives, and a wholly owned subsidiary of
Industrial Enterprises of America.

Scott Margulis joined Unifide in 1999 after spending several years
in the Automotive Aftermarket and Chemical Manufacturing
Industries.  He has been extremely successful in marketing the
Unifide product lines to automotive retailers as well as acquiring
well established automotive brands and creating new brands.  Under
Mr. Margulis' guidance, Unifide has experienced an annualized
growth rate of 72%, posting revenues of over $12,000,000 in 2004.

In conjunction with the recent addition to its Board of Directors,
the Company has also undergone a restructuring of its corporate
officers.  John Mazzuto will shift responsibilities from the
Company's Chief Financial Officer to ILNP's President and Chief
Executive Officer.  Crawford Shaw, the Company's previous CEO will
no longer be active in the Company's day-to-day operations but
will remain as the Company's Chairman of the Board.

According the Crawford Shaw, Chairman of Board of Directors, "ILNP
has witnessed tremendous growth this past year, and right now it
is important to have a management team in place that has the
necessary experience to ensure continued growth and profitability.  
Our recently released year-end results indicated that our EMC
Packaging subsidiary realized strong gross profits and we expect
to see steady growth from that unit as well as our automotive
aftermarket divisions into the foreseeable future.  I am pleased
to report that I am leaving the Company's daily operations at a
point when business has never been better and have full confidence
that this restructuring will result in the continued success of
ILNP."

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is one of the  
largest worldwide providers of refrigerant gases, specializing in
converting the hydroflurocarbon gases, R134a and R152a, into
branded and private label refrigerant and propellant products.
The Company's main product, the "gas duster" is used in a variety
of industries including consumer electronics, medical, and the
automotive aftermarket.

                         *     *     *

                      Going Concern Doubt

Beckstead and Watts, LLP, expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the Company has had limited operations and have
not commenced planned principal operations."

At June 30, 2005, Industrial Enterprises' balance sheet showed a
$2,435,521 stockholders' deficit, compared to a $1,681,900 deficit
at March 31, 2005.


INEX PHARMACEUTICALS: Awaits Court Judgment on Bankruptcy Petition
------------------------------------------------------------------
The Supreme Court of British Columbia completed the hearing for
the bankruptcy petition brought forward by Stark Trading and
Shepherd Investments International Ltd. against Inex
Pharmaceuticals Corporation (TSX: IEX) on Sept. 27, 2005.  The
Court has reserved judgment until Oct. 27, 2005.  

Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX. The promissory
notes are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at maturity.

INEX is continuing to operate its business of advancing its
products through development to maximize the value of its assets.
This includes ongoing partnering discussions for Marqibo and
advancing the other products in the Company's pipeline through
partnering and internal development.

As previously reported in the Troubled Company Reporter, the
Company said it received a demand letter from Stark Trading
alleging a default under the convertible notes.  Stark has
demanded repayment in the amount of US$24.6 million to be repaid
by Sept. 21, 2005.

Since December 2004, INEX has held a number of discussions with
Stark, as the majority note holder, to determine if an agreement
on a restructuring of the notes could be reached.  To date these
discussions have been unsuccessful in reaching an agreement to
restructure the notes.

In its demand letter, Stark has indicated that it believes the
notes are in default on the basis that:

  (a) it has been admitted to Stark in writing that INEX and
      Inex International are unable to pay or are generally
      failing to pay their debts as they mature or become due;

  (b) INEX and Inex International are unable to pay their debts in
      the normal course of business; and

  (c) INEX and Inex International are ceasing wholly or
      substantially to carry on business.

At June 30, 2005, INEX had $15.2 million in working capital and is
committed to ensuring that this capital will be sufficient to
ensure INEX and Inex International can pay all of their debts in
the normal course of business past the maturity date of the notes.

"Given our current working capital position and the steps we have
taken over the past 10 months to reduce our burn rate, we can meet
all of our obligations as they become due.  The promissory notes
are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at that time," said Mr. Ruane.

Inex Pharmaceuticals Corporation -- http://www.inexpharm.com/--    
is a Canadian biopharmaceutical company developing and
commercializing proprietary drugs and drug delivery systems to
improve the treatment of cancer.


INTERPUBLIC GROUP: Fitch Affirms Issuer Default Rating at B+
------------------------------------------------------------
Fitch Ratings has affirmed and removed Interpublic Group from
Rating Watch Negative:

    -- Issuer default rating 'B+';
    -- Senior unsecured credit facility 'B+';
    -- Senior unsecured notes 'B+'.

Fitch has also assigned an 'R4' recovery rating to IPG's credit
facility and senior notes.  IPG was originally placed on Rating
Watch Negative on March 11, 2005.  The Rating Outlook is Stable.  
Approximately $2.2 billion in debt securities are affected by this
action.

The ratings continue to reflect weak financial performance which
has been driven by numerous accounting and operational challenges,
continued integration issues from the company's restructuring
initiatives which has included major management changes, the
ongoing material weaknesses and internal control issues which have
yet to be remedied, and ongoing risk of client losses.

These risks are balanced against IPG's position in the industry as
a leading global advertising holding company, and its diverse
client base with long term relationships with key accounts.  Also,
the strides that the management team has made on its key
initiatives of strengthening the balance sheet, improving
financial flexibility, the reliability of IPG's financial
reporting, and the benefits the company should receive from the
attractions of new talent to its agencies despite the associated
high compensation costs are viewed favorably.

The Stable Rating Outlook reflects Fitch's belief that IPG has
some additional room for operational shortfall within its rating
category.  Fitch believes that credit metrics will be strained
through the remainder of 2005, but should improve thereafter.

The Stable Outlook is also supported by adequate financial
flexibility as IPG has demonstrated continued access to the
capital markets during this period of financial stress.  IPG
amended and renewed its $450 million bank credit facility
retaining all ten banks in its previous syndicate.  IPG also
issued $250 million senior unsecured notes in July 2005 to redeem
its $250 million notes due October 2005.  IPG spends between $150-
200 million on capital expenditures, but much of that is believed
to be discretionary and available as necessary.  IPG has minimal
debt maturities in 2006 and 2007.

Fitch downgraded IPG to 'B+' from 'BB+' and placed the company on
Rating Watch Negative in March 2005 due to significant negative
event risk associated with its announcement that it would postpone
filing of its financial statements with the SEC.  At that time,
IPG was in the process of receiving waivers and amendments to its
credit facilities and indentures due to the breach of its timely
filing covenant.

Additional concerns related to reliability of IPG's financial
reporting, the ability of the company's auditors to provide an
'unqualified' opinion about the company's financial reports and
internal controls, IPG's earnings and cash flow outlook, given the
company's weak organic growth trends, significant pressures on
operating margins, and the impending October 2005 debt maturity.

During the period of uncertainty following this announcement, IPG
has lost several high profile clients (albeit predominantly lower
margin media buying clients), namely, GM, Bank of America, L'Oreal
and Lowe's.  High profile client losses represent less than 2% of
2004 revenue.  While client losses are inherent in the advertising
business, Fitch believes client losses highlight increased
operational risk stemming at least in part from IPG's inability to
file audited financial statements in a timely fashion.  Fitch also
believes this risk is somewhat diminished with the filing of the
statements.

In addition, IPG has expended a significant amount on legal,
accounting and other professional fees in order to remediate the
unreliability and inaccuracies in its financial reporting.  These
fees are expected to increase significantly in 2005 and decrease
but remain high in 2006. At the same time, salary and related
costs have escalated, up from 56% of revenue in 2003 to
approximately 65% of revenue at June 30, 2005.

Management has focused on attracting talent to help offset its
financial reporting issues and enhance its financial practices and
help deliver its goals of stabilizing the business trends and
deliver revenue growth and margin enhancement in future periods.  
These elevated cost levels, the majority of which will be absorbed
in 2005 and 2006, have introduced a degree of financial risk that
was not present prior to IPG's financial reporting challenges.

IPG's restatement was material and resulted in a charge to equity
of $550 million reducing equity approximately 25%.  The
restatement also included a material cash charge of $250 million,
primarily related to inappropriate accounting for vendor credits
in international operations.

By filing its financial statements and renewing its credit
facility Fitch believes that negative event risk has diminished
but recognizes challenges still exist as it relates to a pending
SEC investigation, remediation of its internal control weaknesses,
potential shareholder lawsuits In addition, heightened operational
risk, financial risk and execution risk will likely persist for
over 12 months.

Operationally, IPG needs to generate organic growth more in line
with its investment grade rated global advertising holding company
peers (whose organic growth exceeded 4% in 2004 compared with 1.2%
for IPG).  Financial risk, in the form of depressed EBITDA levels,
primarily associated with high professional fees will be reduced
when the company reaches its run-rate professional fee levels in
2007; with professional fees expected to be significantly lower
than in 2005.

2006 will see a reduction in professional fees but they will
remain uncharacteristically high while the company pursues
Sarbanes Oxley compliance.  Having the financial reporting
uncertainty in the past should reduce management distraction,
however execution risk still remains due to the relatively new
management team in place and the number of corporate initiatives
they are addressing on the heels of the recent financial reporting
difficulties.

IPG generated $242 million in free cash flow in 2004 but is
expected to be roughly breakeven in 2005, due to high professional
fees and related expenses.  Fitch believes a significant
proportion of capital expenditures are discretionary and could be
directed toward debt repayment.  Cash balances have been
maintained at healthy levels of over $1.5 billion, however Fitch
recognizes that payables (and accrued liabilities) exceed
receivables (and expenditures due to clients) by over $1.7 billion
at June 30, 2005 reducing the availability of cash balances in a
liquidity event.

Internally generated liquidity is supplemented by IPG's $450
million revolving credit facility, which was fully available at
June 30, 2005.  Revised financial covenants, namely, minimum
interest coverage ratio, debt to EBITDA and minimum EBITDA provide
room for credit metrics to deteriorate through LTM June 30, 2006
when levels are 1.45x, 6.65x and $340 million, respectively.  In
2008, IPG faces its first meaningful maturity when $250 million
senior unsecured notes come due and its $800 million 4.5%
convertible senior notes due 2023 are putable by the note holders
for cash.

Leverage, defined as total adjusted debt to operating EBITDAR was
5.9x at Dec. 31, 2004.  The measure is expected to rise above 7.5x
for LTM Dec. 31, 2005, and decline sequentially to under 6.0x in
2006 and to under 5.0x in 2007 when professional fees and the cost
structure is expected to normalize.  The rating or Outlook could
be lowered if the company does not achieve anticipated reductions
in leverage.  In addition, IPG's ratings or Outlook could be
lowered if the company does not stabilize and grow its revenue
base, receives a material adverse judgment as part of its pending
SEC investigation, or is not successful at reducing professional
fees and enhancing margins as anticipated.


INTERSTATE BAKERIES: 18 Creditors Sell $4 Million in Claims
-----------------------------------------------------------
From October 1 to October 12, 2005, the Clerk of the U.S.
Bankruptcy Court for the Western District of Missouri recorded 18
claim transfers to:

(a) APS Clearing, Inc.

           Creditor                           Claim Amount
           --------                           ------------
           Debt Acquisition Company of            $361,897
           America V, LLC

           Debt Acquisition Company of              20,666
           America V, LLC

           Debt Acquisition Company of              20,666
           America V, LLC

(b) Argo Partners

           Creditor                           Claim Amount
           --------                           ------------
           Clarklift Absolute Storage               $1,326
           Livermore Falls Baking Co.               33,986
           Mid-America Contractor                    6,610
           Waste Industries, Inc.                    8,719

(c) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Auto Radiator, Inc.                         $81
           Brighter Image Janitorial                    80
           Dalmer Cavin                                120
           TA Suggs Heating & Cooling                  954

(d) Deutsche Bank Securities, Inc.

           Creditor                           Claim Amount
           --------                           ------------
           Pliant Corporation assigns           $1,695,240

(e) Harbert Distressed Investment Master Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Deutsche Bank Securities, Inc.       $1,695,240

(f) Madison Investment Trust-Series 17

           Creditor                           Claim Amount
           --------                           ------------
           Doyle's Office Equipment                 $1,275
           Orbit Software USA, Inc.                 16,817
           Tandem Staffing Solutions                 2,698

(g) Sierra Liquidity Fund, LLC

           Creditor                           Claim Amount
           --------                           ------------
           APS Clearing, Inc.                     $178,505
           APS Clearing, Inc.                        7,979

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ISLE OF CAPRI: Moody's Rates New $225-Mil Secured Bank Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Isle of Capri
Black Hawk, L.L.C.'s new $225 million secured bank loan. The new
facility will consist of a $50 million 5-year revolving credit
facility and a $175 million 6-year term loan.  Moody's also
affirmed ICBH's B1 corporate family rating and B1 existing bank
loan rating.  The ratings outlook is stable.

Proceeds from the new bank facility will be used to refinance the
company's existing bank facility and for general corporate
purposes.  The new facility will be secured and guaranteed on a
first priority basis by all existing and future assets.  The B1
rating on ICBH's existing bank facility will be withdrawn once the
new facility closes.

The ratings consider ICBH's dominant market position and
expectation that its current expansion efforts will enhance this
position as well as generate a level of additional cash flow that
will be used to rapidly reduce the company's leverage.  As a
result of a debt-financed expansion and construction disruption,
debt/EBITDA net of management fees is currently at about 5.3 times
(x).  Despite construction disruption, and a negative earnings
impact from a rockslide earlier this year that limited access to
the Black Hawk market, revenues and cash flow are showing
improvement.  ICBH's $93 million expansion, which began in January
2004, is almost 90% complete and its new hotel is expected to open
in December 2005, a month ahead of schedule.

The ratings also acknowledge that ICBH, an unrestricted, non-
recourse subsidiary of Isle of Capri Casino, Inc., only operates
in Colorado.  Another key concern is Ameristar's significant
planned expansion activity.  Although Ameristar's presence and
expansion activity in the Black Hawk market will improve the
market overall, it will also likely add to a higher level of
competition over time.

The stable ratings outlook considers that the Black Hawk market
has a good historical growth rate and is characterized by
favorable demographics.  Additionally, Moody's considers Colorado
a relatively low-risk jurisdiction with respect to gaming
legislation.  In November 2003, Amendment 33, a Colorado ballot
measure that would have allowed video slots at racetracks, was
defeated by a significant margin.

Ratings upside is limited at this time given ICBH's relatively
small size and lack of geographic diversification relative to
higher rated gaming issuers.  The ratings could go down if returns
from the new expansion project are significantly lower than
expected and/or leverage remains at or near its current level for
any reason.  The new bank facility, however, does include
maintenance covenants that require ICBH to de-lever over time.

These new ratings were assigned:

   * $50 million 5-year senior secured revolving credit facility
     -- B1; and

   * $175 million 6-year senior secured term loan -- B1.

These existing ratings were affirmed:

   * Corporate family rating, at B1;

   * $40 million senior secured revolving credit facility due
     2006, at B1; and

   * $165 million senior secured term loan C due 2007, at B1.

Separately, and in an unrelated ratings action, Moody's recently
placed the ratings of Isle of Capri Casinos, Inc., the parent
company of ICBH, on review for possible downgrade.  The ratings
action related to Isle of Capri, Inc. did not impact ICBH's
ratings.  It only affected the restricted group of Isle of Capri,
Inc., that does not include ICBH.

Isle of Capri Black Hawk, L.L.C., is a 57% wholly owned,
unrestricted subsidiary of Isle of Capri Casinos, Inc. (Ba3/On
review for possible downgrade) Nevada Gold & Casinos, Inc., owns
the remaining 43% ownership interest in ICBH.


JC PENNEY: Debt Reduction Prompts Fitch to Raise Ratings
--------------------------------------------------------
Fitch Ratings has upgraded its ratings of J.C. Penney Co., Inc.'s
$3.4 billion of senior unsecured notes and debentures and $1.2
billion unsecured bank facility to 'BBB-' from 'BB+'.  Fitch has
also upgraded Penney's IDR to 'BBB-' from 'BB+'.  The Rating
Outlook is Stable.

The upgrade reflects Penney's solid operating momentum and
meaningful debt reduction, which together have yielded significant
improvement in the company's credit profile.  The upgrade also
reflects the expectation that Penney will make continued progress
with its turnaround over the medium term and while further
reducing debt levels.  In addition, the rating considers the
competitive retailing environment and the potential negative
impact on consumer spending from higher energy costs over the near
term.

Penney's comparable store sales have been positive over the past
four years as the company has employed a consistent strategy
designed to update its apparel offerings and refine its
assortments in order to reconnect with its core, middle income
customer.  Improvements to the company's merchandise offerings and
ongoing expense control have led to strong improvement in the
company's operating margin, which increased to 7.8% in the
trailing 12 months ended July 30, 2005 from 4.4% in fiscal 2003.  
Fitch believes there is additional upside to operating margins as
the company refines its merchandise assortments and carefully
manages expense levels.

Penney has used cash gained from asset sales and operations to
reduce debt levels by $1.9 billion over the past 18 months, as
well as repurchase shares under a $4.15 billion authorization.  
This has led to a sharp decline in leverage (adjusted
debt/EBITDAR) to 2.8 times (x) in the 12 months ended July 30,
2005 from 4.4x at July 31, 2004.  Penney expects to complete its
share repurchase authorization this year, after which it should
retain sufficient cash to cover seasonal working capital needs and
repay debt maturities that total $1.1 billion over the next five
years.

Looking ahead, operating cash flow should be sufficient to cover
Penney's capital expenditures and dividends, with free cash flow
available for additional share repurchases.  At the same time, the
repayment of debt maturities out of existing cash together with
further improvements in operating performance should lead to a
gradual strengthening of the company's credit measures.


KISCH OIL: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kisch Oil Company
        17470 113th Avenue North
        Maple Grove, Minnesota 55369

Bankruptcy Case No.: 05-49157

Type of Business: The Debtor sells diesel fuel from Shell.

Chapter 11 Petition Date: October 13, 2005

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Kenneth Corey-Edstrom
                  Larkin Hoffman Daly & Lindgren, Ltd.
                  7900 Xerxes Avenue South, Suite 1500
                  Minneapolis, Minnesota 55431
                  Tel: (952) 835-3800

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Shell Oil Products                         $573,949
   12700 Northborough Drive
   Houston, TX 77067

   Tesoro Petroleum Companies Inc.            $250,184
   300 Concord Plaza Drive
   San Antonio, TX 78216

   Laurance, Dean                             $250,000
   5340 Whiting Avenue
   Edina, MN 55439

   Western Petroleum                          $105,097

   Federated Insurance                         $30,504

   South Minnesota Oil                         $27,592

   Minnesota Petroleum Service                  $6,604

   Strusinki, Libby & Associates, PA            $6,042

   Fleet Management                             $4,507

   Diamond Oil                                  $3,232

   Transport Parts Inc.                         $2,494

   Determan Brownie Inc.                        $1,430

   Pump and Meter Services Inc.                   $720

   Lub-Tech                                       $706

   Xcel Energy                                    $271


LA QUINTA: Successful Baymont Buy-Out Spurs Moody's to Up Ratings
-----------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
and preferred stock ratings of La Quinta to Ba2, from Ba3, and to
B1 from B2.  The rating outlook is stable.  

According to Moody's, this rating action is a result of the
successful integration of La Quinta's acquisition of the Baymont
hotel properties and brand in 2004, growth in size, brand and
geographical diversity, and reduction in leverage incurred as part
of the Baymont hotel transaction.  Moody's placed the ratings on
positive outlook in July 2004.

According to Moody's, La Quinta's Ba2 senior debt ratings reflect
the firm's:

   * conservative leverage strategy,
   * wholly unencumbered asset base,
   * experienced management team, and
   * success in improving sales and marketing, while boosting
     operating performance at the hotels its hotels and franchise
     businesses.

Leverage incurred as part of the Baymont portfolio acquisition has
declined to 2.7x (net debt/EBITDA) at 6/30/05 from 4.9X at year-
end 2004.  Moody's notes that La Quinta is currently operating at
a leverage range lower than their target of 3.5x to 4.5x net debt
to EBIDTA; the rating accounts for this future flexibility. La
Quinta continues to demonstrate its commitment to the balance
sheet, as evidenced by its recent stock offering in 2Q05.  RevPAR
increases at both the La Quinta and Baymont brands has lifted the
company's fixed charge coverage to a strong level -- 2.1X at
6/30/05 -- which leads many of its peers.  La Quinta's liquidity
is strong with approximately $295 million in cash on hand at
6/30/05, and $130 million in availability under its unsecured
credit facility.  Moody's expects that the material adverse change
language currently in this facility will be eliminated upon
renewal.

Moody's expects further progress in La Quinta's operating
performance, with La Quinta's growth centering on its franchising
program, enhancement of its own hotel portfolio through
renovations, redevelopments, rebrandings and operating
efficiencies, as well as selective strategic acquisitions of
hotels and brands.

An upgrade to Ba1 would require substantial growth (closer to $5
billion in gross assets) while operating within the firm's target
leverage of 3.5x-4.5x net debt/EBITDA with a recurring EBITDA
margin closer to 40%.  Moody's would expect that these
improvements would be earmarked by deepening of the brand breadth
and value of La Quinta and Baymont.  Though unlikely, a downgrade
would result from material deterioration in the company's long-
term leverage (Net Debt to EBITDA of over 5x), most likely driven
by an acute drop in property performance due to a severe lodging
downturn.  Introduction of secured funding into La Quinta's
capital structure would also be viewed negatively should secured
debt exceed 10% of total assets.

These ratings were affected:

   * La Quinta Properties, Inc.
   
     -- senior unsecured debt to Ba2, from Ba3;
     -- senior unsecured debt shelf to (P)Ba2, from (P)Ba3;
     -- preferred stock to B1, from B2;
     -- subordinated debt shelf to (P)Ba3, from (P)B2;
     -- preferred stock shelf to (P)B1, from (P)B2.

   * La Quinta Corporation

     -- senior unsecured debt shelf to (P)B1, from (P)B2;
     -- subordinated debt shelf to (P)B2, from (P)B3;
     -- preferred stock shelf affirmed at (P)B3.

La Quinta (NYSE: LQI) is a paired-share hospitality firm
consisting of a REIT -- La Quinta Properties, Inc. -- and La
Quinta Corporation. La Quinta owns, operates or franchises more
than 590 hotels in 39 states under the La Quinta Inns, La Quinta
Inns & Suites, Baymont Inn & Suites, Woodfield Suites and Budgetel
brands.  The firm is based in Irving, Texas, USA.


MAGRUDER COLOR: Amper Politziner Approved as Tax Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the retention of Amper, Politziner & Mattia, P.C., as Magruder
Color Company and its debtor-affiliates' tax accountants.

The Debtors selected Amper Politziner's services to prepare and
file the Debtors' 2004 federal and state corporate tax returns as
of September 1, 2005.  Prior to chapter 11 filing, Amper
Politziner was hired as tax accountant for past tax years in the
ordinary course of business.

Robert F. Keane, Esq., an Amper Politziner officer, disclosed the
firm's proposed hourly rates:

         Designation                    Hourly Rate
         -----------                    -----------
         Officers/Directors             $330 - $395
         Managers/Senior Managers       $240 - $305
         Seniors/Supervisors            $160 - $220
         Staff                          $120 - $150
         Paraprofessionals                      $80

Mr. Keane assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture    
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MAGRUDER COLOR: Court Approves Daley-Hodkin Corp. as Auctioneer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company and its debtor-affiliates ask for
permission to retain Daley-Hodkin Corp. as their liquidation
consultants and auctioneers to sell some of their assets, nunc pro
tunc to Aug. 26, 2005.

Daley-Hodkin will:

   a) take the necessary steps to implement the auction sale of
      the assets in a manner to maximize the value thereof and to
      generate the highest and best offers;

   b) control the sale process, including the public auction of
      the assets;

   c) facilitate the dissemination of information to interested
      parties with respect to an auction sale;

   d) take any other acts to prepare for, conduct and effectuate
      the sale and insure the highest possible price and best
      offer for the assets; and

   e) provide consulting and appraisal services to the Debtors.

Daley-Hodkin will charge each buyer a 10% buyer's premium for all
sales consummated through private sale, which will be added to
each buyer's invoice and not be considered property of the
Debtor's estates.

Daley-Hodkin's fee for all sales made by private sale will be 50%
of the buyer's premium.  The other half of it will be credited
towards the firm's expenses.

The Firm's professional rates:

        Designation             Daily Rate
        -----------             ----------
        Coordinator                $500
        Field Supervisor           $275
        Field Assistant            $200
        Bookkeeper                 $225

The Debtors assure the Court thatDaley-Hodkin is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic   
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D. N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MARY CRIMMEN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mary C. Crimmen
        2051 Woodard Road
        Elma, New York 14059-9372

Bankruptcy Case No.: 05-91534

Type of Business: The Debtor is the Secretary, Shareholder and
                  Director of Twenty-First Century Press, Inc.,
                  which filed for chapter 11 protection on
                  October 13, 2005 (Bankr. W.D.N.Y. Case No.
                  05-91568)(Kaplan, J.).

Chapter 11 Petition Date: October 13, 2005

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Robert J. Feldman, Esq.
                  Gross, Shuman, Brizdle & Gilfillan, P.C.
                  600 Lafayette Court
                  465 Main Street
                  Buffalo, New York 14203
                  Tel: (716) 854-4300

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   HSBC                                       $490,950
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   The Guerra Press, Inc.                     $347,500
   c/o Thomas Guerra
   363 Colvin Avenue
   Buffalo, NY 14216

   HSBC                                       $265,819
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Theodore Majewski                          $213,750
   365 Bell Rock Boulevard
   Sedona, AZ 86351

   Michael Burns                              $213,750
   149 Monroe Drive
   Williamsville, NY 14221

   Buffalo & Erie Co Reg Devt Co              $135,618
   275 Oak Street
   Buffalo, NY 14203


   HSBC                                       $120,000
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Buffalo Economic Renaissance               $118,468
   65 Niagara Square
   920 City Hall
   Buffalo, NY 14202

   Daniel Guerra                               $40,000
   760 Palo Verde #2
   Las Vegas, NV 89119

   Thomas Guerra                               $40,000
   363 Colvin Avenue
   Buffalo, NY 14216

   Net Bank Business Finance                   $12,066
   P.O. Box 2579
   Colombia, SC 29202

   Nissan Motor Acceptance Corp.                $9,178
   P.O. Box 371447
   Pittsburgh, PA 15250-7447


MESABA AVIATION: Files Chapter 11 to Expedite Restructuring
-----------------------------------------------------------
Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings, Inc.
(NASDAQ:MAIR), filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Minnesota.

The company emphasized that it will continue its regular
operations to serve customers, honor tickets, and operate its
schedule as a Northwest Airlink partner.

"This was a difficult but necessary step; Northwest's actions
since filing bankruptcy along with the continuing distress
affecting the entire industry requires us to change and to do so
quickly," said John Spanjers, Mesaba Airlines president and chief
operating officer.  "The changes imposed on us by Northwest since
its filing in September have left us with insufficient revenues to
support our cost structure.

"This work will be invisible to our passengers," Spanjers
continued.  "As we go through this process, we will remain focused
on delivering the highest levels of safety, reliability and
service that our passengers have come to expect from us."

Prior to its filing, Northwest on September 12th failed to make a
semi-monthly payment of approximately $18.5 million due to Mesaba
under the Airline Services Agreement for services rendered in the
last half of August.  The Company says that Northwest made partial
payments on these due dates:

    * $1.6 million on Sept. 26, 2005; and
    * $15.7 million on Oct. 11, 2005.

As a result, Mesaba has a net unsecured claim of approximately $30
million in the Northwest Chapter 11 case.

In addition, Northwest has advised Mesaba that it intends to
reduce the number of Avro and Saab aircraft in Mesaba's fleet and
that Mesaba should count on receiving only two of the fifteen new
CRJ aircraft committed under the ASA.  Further, Northwest also has
notified Mesaba of Northwest's intent to terminate the sub-leases
on all 35 of the Avros.

"The combination of the loss of $30 million of revenue and the
reduction in our fleet size by at least 28 percent has left us
with no choice but to take this difficult step," Spanjers said.
"We view bankruptcy as a last resort, but a necessary one because
no other alternatives would allow us to change as rapidly as we
need to."

"We worked hard to avoid Chapter 11, but we firmly believe this
action affords us the best opportunity to restructure our finances
and to be successful over the long run," Spanjers added.  "We have
valuable assets, including our dedicated employees who continue to
focus on operating a safe, reliable airline.  We plan to emerge
from this Chapter 11 case as a lean and competitive regional
carrier flying for Northwest or other major airlines."

MAIR Holdings, Mesaba's parent company, supports the airline's
decision to pursue restructuring through the Chapter 11 process
and has, in fact, offered to extend debtor-in-possession financing
to Mesaba.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000.


MESABA AVIATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mesaba Aviation, Inc.
        dba Mesaba Airlines
        1000 Blue Gentian Road
        Eagan, Minnesota 55121

Bankruptcy Case No.: 05-39258

Type of Business:  The Debtor is a subsidiary MAIR Holdings, Inc.,
                   and operates as a Northwest Airlink affiliate
                   under code-sharing agreements with Northwest
                   Airlines.  Mesaba Aviation serves 109 cities in
                   29 states and Canada from Northwest's and
                   Mesaba Aviation's three major hubs: Detroit,
                   Minneapolis/St. Paul, and Memphis.  Mesaba
                   Aviation operates an advanced fleet of 98
                   regional jet and jet-prop aircraft, consisting
                   of the 69-passenger Avro RJ85 and the
                   30- 34-passenger Saab SF340.
                   See http://www.mesaba.com/

Chapter 11 Petition Date: October 13, 2005

Court: District of Minnesota (St. Paul)

Judge: Chief Judge Gregory F. Kishel

Debtor's Counsel: Michael L. Meyer
                  Ravich Meyer Kirkman McGrath & Nauman PA
                  4545 IDS Center
                  80 South Eight Street
                  Minneapolis, Minnesota 55402-2225
                  Tel: (612) 332-8511
                  Fax: (612) 332-8302

Financial Condition as of August 31, 2005:

      Total Assets: $108,540,000

      Total Debts:   $87,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allied Signal Engines            Goods & Services    $3,645,249
1944 East Sky Harbor Circle
Phoenix, AZ 85034
Attn: Mike Beazley
Tel: (937) 602-1827

British Aerospace - AVRO         Goods & Services    $1,619,077
13850 McLearen Road
Herndon, VA 20171
Attn: David Spears
Tel: (703) 736-4300

GE Aircraft Engines              Goods & Services      $721,794
1 Neumann Way
Cincinnati, OH 45215-6301
Attn: Tom Hofer
Tel: (513) 552-3173

AVMAX Group Inc.                 Goods & Services      $686,036
380 McTavish Road NE #2
Calgary, Alberta T2E7G5
Canada
Attn: Don Parkin
Tel: (403) 735-3299

Bombardier Services Corp.        Goods & Services      $681,144
800 Rene Levesque Boulevard W
Montreal, Quebec H3B1Y8
Canada
Attn: Faouzi Mokhtar
Tel: (514) 7373

Corp. Lodging Consultants        Goods & Services      $584,402
8110 East 32nd N #200
Wichita, KS 67226
Attn: Ladd Welch
Tel: (316) 219-4214

Detroit Metropolitan Airport     Goods & Services      $509,305
Airport Managers Office
LC Smith Terminal Mezzanine
Detroit, MI 48242
Attn: Jean Kearney
Tel: (734) 942-3566

Messier Services Inc.            Goods & Services      $501,962
4360 Severn Way
Sterling, VA 20166-8910
Attn: Mark McDuffie
Tel: (703) 450-8400

AAR Aircraft & Turbine Center    Goods & Services      $493,030
3312 Paysphere Circle
Chicago, IL 60674
Attn: Chris Cooper
Tel: (630) 227-2000

Pan Am International             Goods & Services      $471,518
Flight Academy
5000 NW 36th Street
Miami, FL 33122
Attn: Ralph Leach
Tel: (703) 433-2201 ext. 8935

BAE Systems Regional Aircraft    Goods & Services      $338,183
13850 McLearen Road
Herndon, VA 20171
Attn: David Spears
Tel: (703) 736-4300

Aircraft Braking Systems         Goods & Services      $289,339
P.O. Box 73252
Cleveland, OH 44193-0165

Embraer Aircraft                 Goods & Services      $236,285
10 Airways Boulevard
Nashville, Tennessee 37217

Dunlop Aerospace North America   Goods & Services      $234,275
5673 Old Dixie Highway, Suite 120
Forest Park, GA 30297

Metro Airport Commission         Goods & Services      $232,148
6040 28th Avenue South
Minneapolis, MN 55450

Dowty Properllers-UK             Goods & Services      $214,009
Cheltenham Road East
Staverton
Gloucester GL2 9QN, UK

SAAB Aircraft of America         Goods & Services      $182,280
21300 Ridgetop CR
Sterling, VA 20166

Aerospace Composite Tech         Goods & Services      $177,320
3220 South Grove Street
Fort Worth, TX 76110

Dowty Propellers - Americas      Goods & Services      $165,135
114 Powers Court
Sterling, VA 20166-8321

Aramark Facility Service         Goods & Services      $151,470
22506 Network Place
Chicago, IL 60673-1225


MORGAN STANLEY: Fitch Rates Six Certificate Classes at Low-Bs
-------------------------------------------------------------
Morgan Stanley Capital I Inc., series 2005-RR6, commercial
mortgage-backed securities pass-through certificates are rated by
Fitch Ratings:

     -- $87,000,000 class A-1 'AAA';
     -- $85,500,000 class A-2FX 'AAA';
     -- $80,000,000 class A-2FL 'AAA';
     -- $110,551,000 class A-3FX 'AAA';
     -- $60,000,000 class A-3FL 'AAA';
     -- $564,068,568 class X* 'AAA';
     -- $50,061,000 class A-J 'AAA';
     -- $27,498,000 class B 'AA';
     -- $14,102,000 class C 'A';
     -- $2,115,000 class D 'A-';
     -- $8,461,000 class E 'BBB+';
     -- $4,231,000 class F 'BBB';
     -- $6,346,000 class G 'BBB-';
     -- $7,050,000 class H 'BB+';
     -- $2,821,000 class J 'BB';
     -- $2,820,000 class K 'BB-';
     -- $1,410,000 class L 'B+';
     -- $2,116,000 class M 'B';
     -- $1,410,000 class N 'B-';
     -- $1,411,000 class O-1 'NR';
     -- $1,412,000 class O-2 'NR';
     -- $1,413,000 class O-3 'NR';
     -- $1,414,000 class O-4 'NR';
     -- $1,415,000 class O-5 'NR';
     -- $3,511,568 class O-6 'NR'.

        * Notional amount and interest only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are all
or a portion of 84 classes of fixed-rate commercial mortgage-
backed securities having an aggregate principal balance of
approximately $564,068,568, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Morgan Stanley Capital I Inc., Series 2005-RR6'
dated Sept. 21, 2005, available on the Fitch Ratings web site at
http://www.fitchratings.com/


MT. SINAI HOSPITAL: S&P Holds BB Rating on Outstanding Bonds
------------------------------------------------------------
(NEW YORK (Standard & Poor's) Oct. 13, 2005)

Standard & Poor's Ratings Services revised its rating outlook on
New York State Dormitory Authority's outstanding bonds, issued for
Mount Sinai NYU Health Obligated Group, to positive from stable
based on improved operating results for all three of the obligated
group members, particularly Mount Sinai Hospital; measurably
higher liquidity; and the disaffiliation of the former NYU
Downtown Hospital from the system, reducing the risk of
subsidization of the money-losing hospital, although it was not
part of the obligated group.

Standard & Poor's also affirmed its 'BB' rating on the bonds,
which continues to reflect Mount Sinai NYU Health's challenges,
including an only brief track record of improved operations;
looming capital needs; and the obligated group members' continued
need to use off-balance-sheet financing and asset sales to access
capital and boost bottom lines.

The improved operating results across the board are encouraging,
and strength at all three hospitals is a positive factor that has
not been present yet in the credit's history.  The track record,
however, remains a bit short.

"Continuation of the current operating trend through at least
year-end, along with maintenance of the higher liquidity level and
articulation of an affordable multiyear capital plan, could result
in the rating being raised in 2006 or 2007," said Standard &
Poor's credit analyst Liz Sweeney.  "Factors that would derail the
ability to achieve a higher rating include failure to maintain
positive operating results, a reduction in liquidity, or capital
needs that cannot be met without big increases in debt or
reductions in balance sheet strength."

Results for the first six months of 2005 through June 30
demonstrate measurable improvement in operations, with each of the
three obligated group members--Mount Sinai Hospital, NYU Hospitals
Center, and the Hospital For Joint Diseases--generating positive
income from operations, which, if continuing for the rest of the
year, will be the first time that all members were profitable in
the five-year rating history of the system.

Liquidity also continues to improve, with 72 days' cash on hand as
of June 30, 2005, which is the highest level in the obligated
group's rated history.  Year-to-date through June 30, the
obligated group recorded a $16.8 million profit from operations (a
1.6% margin), while excess income, including investment income and
philanthropy, totaled $26.1 million (2.5%).

The outlook revision affects approximately $635 million of
outstanding debt.


NATEC INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: NATEC, Inc.
        11 Arkansas Street
        Plattsburgh, New York 12903

Bankruptcy Case No.: 05-18362

Type of Business: The Debtor is the sole manufacturer of
                  patented, high pressure, polymer-cased
                  ammunition.  This lightweight cartridge
                  functions in existing weapons; utilizes
                  conventional projectiles, propellants,
                  and primers, and generates similar, if
                  not better, ballistic and performance
                  results to comparable metal-cased
                  products.  NATEC polymer-cased rifle
                  ammunition is produced for law
                  enforcement and sporting markets
                  (both target and hunting).  See
                  http://www.natec-us.com/

Chapter 11 Petition Date: October 12, 2005

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: David J. Moretti, Esq.
                  Mokhiber & Moretti
                  2100 Reston Parkway #300
                  Reston, Virginia 20191
                  Tel: (703) 391-9898

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wael Ojjeh                       Assumed Loan          $370,000
9 Avenue Matignon                by NATEC
75008 Paris, France

Reed Smith                       Legal Services        $252,873
3110 Fairview Park
Falls Church, VA 22042

Al Jaber                                               $250,000
P.O. Box 2175
Abu Dhabi, UAE

3838781 Canada Inc.              Advance on            $230,000
4400 Kimber Boulevard            Investment
Saint Hubert, Quebec J3Y8L4
Canada

Albany-Colonie Regional          Hope Note from        $100,000
Chamber of Commerce              winning $100,000
1 Computer Drive                 Business Plan
Colonie, NY 12205                Company

Morgan, Lewis & Bockius, LLP     Legal Services         $86,107


Dupont Engineering Polymers      Materials Vendor       $79,344

United States Treasury           Payroll Taxes          $64,516

Western Powders                  Materials Vendor       $54,530

Tony Maglione                    Consultant             $43,000

Burns, Doane, Swecker & Mathis   Legal Services         $41,544

Wilson Sonsini                   Legal Services         $41,031
Goodrich & Rosati

Clinton County Treasurer                                $40,125

Nixon Peabody LLP                                       $38,762

3838781 Canada Inc.              Consulting W [sic.]    $36,677

State Insurance Fund                                    $31,966

First Insurance Funding Corp.                           $31,219

X-Plo/E-Zesto                                           $27,239

AFRC                             Auditors               $26,716

Sierra Bullets                   Materials Vendor       $24,295


NC TELECOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NC Telecom
        P.O. Box 1230
        Meeker, Colorado 81641

Bankruptcy Case No.: 05-47275

Type of Business: The Debtor offers Internet connection services.
                  See http://www.nctelecom.net/

Chapter 11 Petition Date: October 14, 2005

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Duncan E. Barber, Esq.
                  Bieging Shapiro & Burrus LLP
                  4582 South Ulster Street Parkway, Suite 1650
                  Denver, Colorado 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rural Utilities Service       Loan                   $12,163,848
United States Department
of Agriculture
Washington, DC 20250

Rio Blanco County             Prepaid outstanding     $1,180,088
P.O. Box G
Meeker, CO 81641

Moffat County                 Prepaid outstanding       $507,767
221 Victory Way
P.O. Box 6
Craig, CO 81626

Yampa Valley Economic         Prepaid outstanding       $186,463
Development Council

White River Electric          Loan                      $173,235

Qwest                         Phone services             $61,101

Frying Pan                    Trade debt                  $5,450

Shughart Thomson & Kilroy PC  Legal fees                  $2,850

Falcon                        Trade debt                  $2,580

PCS Technologies              Trade debt                  $1,762

Zoom                                                      $1,271

White River Electric          Utilities                     $794

City of Steamboat             Trade debt                    $728

Kum & Go W E Fleet            Trade debt                    $668

JSC Inc                       Trade debt                    $575

Codale Electric Supply        Utilities                     $542

Moon Lake                     Trade debt                    $409

Dell-Payment Processing       Computers                     $330
Center

Utility Notification Center   Utilities                     $324
of Colorado

Sprint                        Phone services                $278


NEIL TYBURK: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Neil Raedon Tyburk
        1250 Grenada Drive Northeast
        Canton, Ohio 44714

Bankruptcy Case No.: 05-67951

Chapter 11 Petition Date: October 13, 2005

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Edwin H. Breyfogle, Esq.
                  11 Lincoln Way West
                  Lincoln Professional Building, #2B
                  Massillon, Ohio 44647
                  Tel: (330) 837-9735

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Capital Crossing Bank                    $1,297,447
   101 Summer Street
   Boston, MA 02110

   FirstMerit                                 $141,960
   Attn: Bankruptcy Department
   III Cascade Plaza
   Akron, OH 44308

   KeyBank                                    $115,994
   P.O. Box 94920
   Cleveland, OH 44101

   BP Visa                                     $23,833
   P.O. Box 15153
   Wilmington, DE 19886-5153

   Sears Gold Master Card                      $19,733
   P.O. Box 182156
   Columbus, OH 43218-2156

   Discover                                    $13,268
   P.O. Box 15251
   Wilmington, DE 19886-5251

   Bank of America                             $13,127
   P.O. Box 1758
   Newark, NJ 07101

   Disney Visa                                 $12,348
   Cardmember Services
   P.O. Box 15153
   Wilmington, DE 19886

   Key Bank                                     $5,981
   P.O. Box 183067
   Columbus, OH 43218

   JB Robinson Jewelers                         $4,893
   P.O. Box 740425
   Cincinnati, OH 45274

   Jaguar Credit                                    $1
   [Address Not Provided]

   First Merit                                      $1
   Attn: Bankruptcy Department
   III Cascade Plaza
   Akron, OH 44308

   Morgan Bank                                      $1
   10 West Streetsboro Road
   Hudson, OH 44236


NORBOURG ASSET: RSM Richter is Trustee in Canadian BIA Assignment
-----------------------------------------------------------------
Vincent Lacroix advises that Norbourg Asset Management Inc.,
Norbourg Financial Group Inc., Evolution Funds Inc., Perfolio
Asset Management Inc. as well as Norbourg International Inc. made
an assignment of their assets pursuant to the provisions of the
Bankruptcy and Insolvency Act with the Trustee Firm RSM
Richter Inc.

Mr. Lacroix believes that this measure was necessary given the
present circumstances and was the appropriate means of protecting
the interests of the investors and other creditors of the Norbourg
Group and constitutes the appropriate forum for the realisation of
the assets of the entities of the Norbourg Group.

Mr. Lacroix will fully cooperate with the Trustee.

Norbourg Asset Management is a wealth management firm.


NORCROSS SAFETY: Moody's Affirms Low-B Ratings with Stable Outlook
------------------------------------------------------------------
Moody's Investors Service has affirmed Norcross Safety Products
L.L.C. ratings.  The company's proposed $65 million increase to
its term loan B, in connection with the announced Fibre-Metal
Products acquisition, was included in the affirmation.  The rating
outlook remains stable.

The ratings reflect the company's:

   * high leverage, relatively weak balance sheet with significant
     goodwill;

   * potential integration risks related to the acquisition; and

   * aggressive financial policy driven by its private equity
     ownership.

The ratings also consider the stable revenue and diverse customer
base, favorable industry dynamics, and a track record of solid
operating performance and cash flow generation.  The ratings are
subject to review of the final documentation.

Moody's has affirmed these ratings for Norcross Safety Products
L.L.C.:

   * B1 Corporate family rating (formerly senior implied rating);

   * B1 for the US $50 million senior secured revolving credit
     facility, due 2010;

   * B1 for the US $152.8 million senior secured term loan
     (upsized from $87.8 million), due 2012;

   * B3 for the US $151.6 million 9.875% senior subordinated
     notes, due 2011.

These ratings have been affirmed at Safety Products Holdings, Inc:

   * Caa1 for the US $134.5 million 11.75% senior fixed rate pay
     in kind notes, due 2012.

The rating outlook is stable.

Norcross is acquiring Fibre-Metal, a leading designer and
manufacturer of head protection equipment, for a purchase price of
$70 million.  Proceeds from the incremental term loan (increased
by $65 million) will be applied towards funding the $70 million
purchase price, including related fees and expenses.  Norcross was
acquired in July 2005 by Odyssey Investment Partners LLC, a
private equity firm.

The ratings are constrained by Norcross' increased debt load and
high financial leverage, expected continuation of its acquisitive
growth strategy, the associated integration and execution risks as
well as the relatively low amount of tangible assets on its
balance sheet due to significant goodwill.  Pro forma for the
acquisition, Norcross will have total debt of over $400 million.
Tangible book equity will be a substantial deficit.  Despite the
purchase premium, the acquisition of Fibre-Metal will
significantly enhance Norcross' core personal protection equipment
business and expand the company's product portfolio.  The Fibre-
Metal acquisition will also expand Norcross end-market industry
coverage into construction, welding, agriculture and ship building
as well as add significant customers and distributors.  Given the
fragmented nature of the personal protection equipment (PPE)
market, going forward, it is likely that Norcross will continue to
actively pursue acquisition opportunities to stimulate growth.

The ratings are supported by Norcross's leading market position in
the PPE market, highly diversified end-markets and broad product
offerings, favorable industry dynamics, and a track record of
solid operating results and cash flow generation.  Norcross has
historically generated good margins, with EBITDA margins of 14%
and 15% in fiscal year 2004 and LTM 7/2/2005, respectively.  The
company's good earnings and low capital expenditure requirement
have led to relatively moderate free cash flow generation in the
past.  Moody's expects the combined company to generate free cash
flow to total debt of 7-8% for 2006.

Over the medium term, positive rating momentum may develop if good
financial performance is sustained, integration of Fibre-Metal is
successful and free cash flow is used to reduce leverage under 5
times.  However, the ratings or outlook could be pressured by the
pursuit of large-sized debt-financed acquisitions as well as by
any potential shareholder-friendly transaction.  The ratings may
also be pressured if leverage increases materially over 5.8 times
post any future acquisition, if the company is unable to reduce
its leverage under 5.5 times within next eighteen months of any
acquisition, or if expectations for the company's free cash flow
to debt declines below 7% per annum on a projected basis for any
extended period of time.

The company's liquidity is expected to remain adequate after the
acquisition with almost $45 million of availability under its
$50 million revolving credit facility (after $5.0 million of
borrowings to facilitate the FibreMetal acquisition) but with
virtually no cash on hand.  Moody's expects Norcross to remain
comfortably in compliance with all of its bank financial covenants
over the next 12 months.

The B1 rating on the $153 million ($65 million incremental) term
loan B reflects its senior secured status in the debt structure.   
The facility will be secured by a first priority lien on the
capital stock as well as all assets of Norcross and subsidiaries,
and will be guaranteed by all material domestic subsidiaries and
its parent, Safety Products Holdings, Inc.

Norcross Safety Products L.L.C., headquartered in Oak Brook,
Illinois, is a leading manufacturer of personal protection
equipment.  Moody's estimates 2005 revenues, proforma for the
Fibre-Metal acquisition, to be in the area of $500 million.


NORTHWEST AIRLINES: Files Adversary Proceeding Against AMEX
-----------------------------------------------------------
Northwest Airlines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to prevent American Express Travel
Related Services, Inc., from unlawfully:

   -- withholding performance under their Airline Card Services
      Agreement dated January 1, 2004; and

   -- exercising possession or control over payments by Northwest
      customers using AMEX cards for travel on Northwest flights.

The Card Services Agreement facilitates the purchase of tickets  
for air travel and related goods/services from the Debtors.   
Northwest Airlines asserts that the funds indisputably are the  
property of its estate.

To date, AMEX has withheld a total of $63.4 million otherwise due  
and owing to Northwest Airlines under the Agreement.  

Jason M. Halper, Esq., at Cadwalader, Wickersham & Taft LLP, in  
New York, tells the Court that the Agreement is critical to  
Northwest Airlines' business, as payments made on AMEX cards  
represent 30% of its revenues from credit card transactions, or  
around $3 billion annually.  A failure by AMEX to remit amounts  
to Northwest Airlines will severely affect Northwest Airlines'  
cash flow and will impede its ability to reorganize.   

On September 14, 2005, AMEX sent Northwest Airlines a letter  
stating that "until further notice" it would withhold 100% of all  
charges on AMEX cards and would not make any payments to  
Northwest Airlines.

Northwest Airlines informed AMEX that the conduct threatened in  
its September 14 letter would violate the automatic stay and the  
Automatic Stay Order.   

Neal S. Cohen, the Executive Vice President and Chief Financial  
Officer of NWA Corp. and Northwest Airlines, asked AMEX to  
continue performing its obligations under the Agreement as in the  
prepetition period and not withhold funds otherwise due to  
Northwest Airlines, and comply with the Court's Automatic Stay  
Order.

However, AMEX still withheld amounts due and owing to Northwest  
Airlines under the Agreement:

             Amount Withheld     Date of Invoice
             ---------------     ---------------    
               $11,800,000     September 9, 2005  
               $19,100,000     September 19, 2005  
               $10,400,000     September 20, 2005  
               $11,700,000     September 21, 2005
                $5,100,000     September 22, 2005  
                $5,300,000     September 23, 2005

AMEX also asked U.S. Bank to debit Northwest Airlines' account  
and credit to AMEX over $22 million consisting of Cardmember  
charges invoiced on September 7 and 8, 2005, for Northwest  
services and goods -- fund due and owing to Northwest Airlines.   
AMEX, however, was unsuccessful.  

On September 22, 2005, AMEX unilaterally reduced the amount it  
would withhold to 50% of all charges on AMEX cards.

Mr. Halper asserts that AMEX's unlawful resort to self-help as a  
means to establish a Reserve of potentially hundreds of millions  
of dollars in violation of the automatic stay and the Automatic  
Stay Order is wholly without justification.  Mr. Halper explains  
that a Reserve would only be necessary in the unlikely event that  
Northwest Airlines ceases operations and liquidates, requiring  
AMEX to credit Cardmembers' accounts in connection with cancelled  
travel.

However, Northwest Airlines still operates, there is no  
foreseeable plan or reason to believe that it will cease doing  
business and liquidate, and it has on hand cash and cash  
equivalents of $1.6 billion.  

Mr. Halper notes that AMEX would still have the right to seek an  
order to modify the stay if a situation were to arise where a  
severe disruption of Northwest Airlines' business triggered a  
dramatic increase in customer refunds.

Mr. Halper tells the Court that the only ground invoked by AMEX  
for withholding "until further notice" all amounts due under the  
Agreement is the Reserve Provision section of the Agreement,  
which states five circumstances under which AMEX may claim the  
ability to establish a Reserve for Cardmember chargebacks or to  
terminate the Agreement.   

According to Mr. Halper, AMEX has never indicated which of the  
five circumstances it believes is applicable.  Nonetheless, three  
of the circumstances indisputably are not applicable because:

   (1) Northwest has not ceased a significant part of its  
       operations or commenced a liquidation of its business;

   (2) no lien has been asserted on, nor has any claim been made,  
       to any money or amounts subject to AMEX's rights of  
       chargeback or setoff; and  

   (3) Northwest Airlines has not been subject to execution,
       attachment, foreclosure or repossession on all or a  
       majority of its assets.

The other two circumstances are "a material adverse change to  
Carrier's business" or if Northwest Airlines "enters bankruptcy."  
Reliance on either of these two provisions would clearly violate  
Section 365 of the Bankruptcy Code, Mr. Halper says.

Northwest Airlines asks Judge Gropper for declaratory judgment, a  
temporary restraining order, and preliminary and permanent  
injunctive relief, including:  

   (i) enforcing the automatic stay and ordering the turn over
       of debts that are owed to Northwest Airlines and that
       constitute property of its estate pursuant to Sections 362  
       and 542;  

  (ii) declaring that AMEX's threat to exercise possession
       or control over additional funds owed to Northwest  
       Airlines to establish the Reserve, if acted on, would
       violate the automatic stay;

(iii) declaring that the provisions in the Agreement relating to  
       AMEX's creation of a Reserve are either not applicable or  
       are unenforceable ipso facto or penalty clauses; and  

  (iv) prohibiting AMEX from exercising possession or control  
       over additional amounts owed to Northwest Airlines or from
       terminating the Agreement.

Northwest Airlines also asks the Court to declare that:

   (a) the Agreement is not applicable and is unenforceable;

   (b) termination of the Agreement would constitute an
       impermissible violation of the automatic stay and the  
       Automatic Stay Order; and

   (c) AMEX is prohibited by the automatic stay from terminating,  
       withholding or modifying performance under the Agreement  
       and from exercising possession or control over any monies  
       that will become due, owing and payable to Northwest  
       Airlines under the Agreement.

Northwest Airlines seeks an award of damages and sanctions in an  
amount to be determined by the Court for AMEX's violation of  
Section 362.

Northwest Airlines has sought and obtained the Court's authority  
to file the Agreement under seal.  Mr. Halper explains that  
certain of the information contained in the Agreement is highly  
confidential and proprietary to Northwest Airlines and AMEX.   
Disclosure would give the airline's competitors access to highly  
confidential and proprietary information, particularly about the  
rates and fees contained in the Agreement, which are central to  
its business operations.  Disclosure would also put Northwest  
Airlines at a substantial commercial and competitive disadvantage  
in the future when renegotiating or entering into new agreements  
with other credit card processors.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Airport Operators Want Debtors to Remit Fees
----------------------------------------------------------------
A dozen airport operators ask the U.S. Bankruptcy Court for the
Southern District of New York to compel Northwest  Airlines, Inc.,
to segregate and remit passenger facility charges the Debtor
collected on their behalf.  The Airport Authorities are:

   (1) The Greater Orlando Aviation Authority;
   (2) San Francisco Airport Commission;
   (3) The Indianapolis Airport Authority;
   (4) The Port Authority of New York and New Jersey;  
   (5) Denver International Airport;
   (6) The Allegheny County Airport Authority;
   (7) The Massachusetts Port Authority;
   (8) The City of Charlotte, North Carolina;
   (9) The Metro Nashville Airport Authority;  
  (10) The City of Los Angeles;  
  (11) Raleigh-Durham Airport Authority; and
  (12) The City of Philadelphia Department of Commerce,  
       Division of Aviation

PFCs are charges added to the price of each ticket sold.  The  
Airport Authorities inform the Court that Northwest and its  
agents are required under Section 40117 of the United States  
Transportation Code and Section 158 of Title 14 of the Code of  
Federal Regulations to collect PFCs, hold them in trust, account  
for them, and remit them, less handling costs, on a timely basis  
to approved airports.  The Airport Authorities use the proceeds  
for airport development.

The Airport Authorities note that the Debtors have used airport  
facilities in the operation of their businesses by, among other  
things:

   (a) causing passenger aircraft to land and takeoff from the  
       airports;  

   (b) using terminal space, including gates, offices,  
       baggage and ramp areas;  

   (c) using non-terminal space, like cargo area and aircraft  
       parking spaces; and

   (d) using equipment, including common use baggage handling  
       equipment and check-in equipment.

The PFC charges per ticket and the average monthly obligations  
due to the Airport Authorities are:

     Operator                  Monthly Dues       PFC Charge
     --------                  ------------       ----------
     Orlando                    Undisclosed            $3.00
     San Francisco                 $216,000            $4.50
     Port Authority of NY/NJ    Undisclosed            $3.00
     Indianapolis                  $366,602      Undisclosed
     Denver                        $228,000            $4.50
     Allegheny                      $80,000      Undisclosed  
     Massachusetts                 $157,000      Undisclosed
     Metro Nashville                $71,000            $3.00
     Charlotte                  Undisclosed      Undisclosed
     Los Angeles                   $430,000            $3.00
     Raleigh-Durham                $125,200            $4.50
     Philadelphia                  $166,000      Undisclosed

The GOAA and the IAA inform the Court that they have not received  
the accrued PFCs collected by the Debtors for August 2005.

Representing GOAA, Richard S. Kanowitz, Esq., at Kronish Lieb  
Weiner & Hellman LLP, in New York, reminds the Court that PFCs,  
like excise taxes, are not property of the estate, but rather  
property held in trust.  The air carriers, including Northwest,  
have no equitable or legal interest in the PFCs and thus, they  
are not property of the estate pursuant to Section 541 of the  
Bankruptcy Code.

The Airport Authorities want the Debtors to:

    (i) open a bank account, separate and apart from all other  
        accounts, to deposit all PFCs as and when collected;  

   (ii) remit the PFCs to the appropriate airport monthly; and

  (iii) comply with all accounting and remittance requirements  
        provided by Title 14 of the Code of Federal Regulations.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTH AMERICAN: Plan Solicitation Period Stretched to Jan. 31
-------------------------------------------------------------
North American Refractories Company has until Jan. 31, 2006, to
solicit acceptances for its proposed Amended Reorganization Plan.
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended the Debtor's exclusive plan solicitation period to
finalize the negotiation, revisions, and solicitation of the Plan
that has been agreed to in principle by the Debtor's major
creditor constituencies.

The Debtor's exclusive period to solicit plan acceptances has been
extended nine times since the Plan was filed on July 31, 2003.

The Debtor sought bankruptcy protection in early 2002 after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  The
Company filed for chapter 11 protection on January 4, 2002 (Bankr.
W.D. Pa. Case No. 02-20198).  Paul M. Singer, Esq., of Pittsburgh
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed $27,559,000,000 in assets and
$18,634,000,000 in debts.


NORTHWEST AIRLINES: Suppliers Want Existing Contracts Unaltered
---------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York for authority to pay
their fuel suppliers' prepetition claims.

              2 Suppliers Seek Reconsideration

ConocoPhillips Company and Valero Marketing and Supply Company  
ask the Court to amend the Fuel Order to provide that the terms  
of existing agreements between Fuel Related Vendors and the  
Debtors are not altered, amended, or annulled in any way by other  
provisions of the Fuel Order or the Fuel Motion, and the Fuel  
Order and Fuel Motion will not have the effect of imposing or  
creating any additional terms to the existing agreements.

(A) ConocoPhillips  

ConocoPhillips provides aviation fuel to the Debtors pursuant to  
an existing purchase and sale agreement.

ConocoPhillips complains that certain language in the Fuel Order  
could be construed to allow modification of the terms of its Fuel  
Supply Agreement with Northwest Airlines, Inc.

ConocoPhillips is concerned that the language of the Fuel Order  
may be construed to allow unilateral modification of the terms  
and conditions, in two ways:

   (1) The definition of "On-Going Obligations/Terms" is so loose  
       and vague that it could be construed to allow unilateral  
       modification of the terms and conditions of the Fuel
       Supply Agreement; and

   (2) The Fuel Order requires fuel suppliers to comply with the
       "On-Going Obligations/Terms" during "the pendency of these
       cases."  ConocoPhillips believes that the provision could
       modify the duration and term of supply agreements like the
       Fuel Supply Agreement.  ConocoPhillips asserts that its
       agreement with the Debtors is a forward contract for the
       sale of a commodity for delivery at future dates, and as
       such, may be terminated under Section 556 of the
       Bankruptcy Code without regard to the automatic stay.  To
       the extent that the Fuel Supply Agreement is an executory
       contract, ConocoPhillips contends that the Debtors cannot
       unilaterally alter the terms of that contract.  The
       Debtors may only assume or reject the contract.

ConocoPhillips has continued, postpetition, to ship aviation fuel  
to the Debtors, in the quantities requested by the Debtors.  Adam  
L. Rosen, Esq., at Rosen Slome Marder LLP, Uniondale, New York,  
relates that ConocoPhillips has attempted to confirm with the  
Debtors that the Fuel Order would not be used to modify the terms  
of the their Fuel Supply Agreement.  ConocoPhillips submitted on  
September 20, 2005, a letter agreement to the Debtors which, if  
executed, would have confirmed that understanding and eliminated  
the need for the reconsideration request.  

However, the Debtors have declined to execute the letter  
agreement.

(B) Valero

Valero supplies commodities like aviation fuel to the Debtors  
pursuant to existing forward contracts.

Mr. Rosen, who also represents Valero, informs the Court that the  
Debtors advance weekly preliminary settlement payments to Valero  
prior to purchasing fuel.  Each month, the Debtors purchase  
commodities from Valero under the Valero Forward Contracts, and  
the settlement payments are applied against the commodity  
obtained.  At the end of the month, a net settlement is conducted  
by netting the preliminary settlement payments to the commodities  
obtained, and the Debtors are notified of their preliminary  
settlement credit going into the following month.

Mr. Rosen asserts that Valero holds prepetition settlement  
payments to secure the Debtors' commodities obtained prepetition.  
In addition, Valero has possession of prepetition settlement  
payments in excess of the amounts owed for commodities obtained  
prepetition.  It also has received postpetition settlement  
payments and continues to sell commodities to the Debtors  
postpetition under the existing Valero Forward Contracts.

Valero shares ConocoPhillips' concern.  Valero also believes that  
the Fuel Order could result in the diminution of the value of its  
prepetition collateral.

According to Mr. Rosen, the Fuel Order allows the Debtors  
unilaterally to apply all or part of Valero's collateral to the  
Debtors' postpetition indebtedness, potentially rendering  
Valero's prepetition claims unsecured or undersecured.  In  
effect, the Debtors are attempting to strip Valero of its lien  
position without providing adequate protection for the use of  
Valero's collateral, Mr. Rosen asserts.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Aircraft Lessors Want Adequate Protection
-------------------------------------------------------------
Several lessors of aircraft and engines appeared before the U.S.
Bankruptcy Court for the Southern District of New York seeking
adequate protection for Northwest Airlines Corp. and its debtor-
affiliates' postpetition use of their equipment.

The Lessors complain that Northwest has neither agreed to perform
its existing obligations nor offered adequate protection for its
postpetition use of their Aircraft Equipment.

Northwest, like substantially all other U.S. airlines, acquires
its fleet through a variety of financing and leasing techniques
and vehicles.  Among other structures, Northwest utilizes
privately placed leveraged leased, single-investor leased and
owned aircraft transactions.

The Lessors tell the Court that they are secured under the
financial or leasing transactions by a lien on or other interest
in the aircraft, airframes, jet engines and related property,
equipment and documents.

The Lessors relate that the Aircraft Equipment remain in service
in Northwest's operating fleet and are being flown on its
scheduled routes in the ordinary course of the airline's
business.  The Lessors contend that Northwest's continued use of
the Aircraft Equipment will depreciate its value.

Even if Northwest is performing maintenance as it comes due, the
accrual of days, hours and cycles by itself also diminishes the
Aircraft Equipment's value.  As a result, the Lessors note, their
interest in the Equipment is exposed to the risk of diminution in
value.  An additional risk of diminution in value of the Aircraft
Equipment exists due to the failure of Northwest to make certain
rent and other payments when due with respect to the Aircraft
Equipment.

If the Aircraft Equipment is not presently in use in revenue-
producing service, the value of the Aircraft Equipment is still
at risk if Northwest has not made commercially reasonable
arrangements for its storage and maintenance.  The Lessors
explain that standard industry practice requires that storage of
aircraft and engines and associated equipment meet certain
commercial standards, including standards established by the
manufacturers of the airframes, engines and associated equipment.
Failure to comply with the standards puts the Aircraft Equipment
at serious risk of diminution in value.

The Lessors assert that, as secured creditors, they are entitled
to adequate protection, as a matter of right, not merely as a
matter of discretion, when the estate proposes to use, sell or
lease property in which they have an interest.

To provide adequate protection of their interest in the Aircraft
Equipment, the Lessors want Northwest:

   -- to comply with the requirements of the regulations issued
      under the Federal Aviation Act and any other laws with
      respect to the Aircraft Equipment; all provisions of the
      Operative Documents concerning the operation, maintenance,
      and use of the Aircraft Equipment; and all rights of
      inspection granted under the Operative Documents;

   -- to continue to carry and maintain, at its own expense,
      valid and collectible hull and liability insurance with
      respect to the Aircraft Equipment in amounts not less than
      the amounts required under the Operative Documents;

   -- enjoined from removing or replacing any component parts
      except in accordance with the Operative Documents;

   -- to pay cash payments equal in amount to the regular fully
      amortized payments or rent under the Operative Documents;

   -- to confirm whether the Aircraft Equipment continues to be
      used in the airline's revenue service, and if not, provide
      evidence that the storage, insurance and maintenance of the
      Aircraft Equipment is consistent with commercially
      reasonable industry practices;

   -- to pay on a monthly basis cash maintenance reserves to the
      Lessors in respect of the operation of the Aircraft
      Equipment from the Petition Date; and

   -- to pay the Lessors' fees and expenses in accordance with
      the terms of the Operative Documents.

The Lessors also ask the Court to grant them a "superpriority"
administrative claim pursuant to Section 507(b) of the Bankruptcy
Code, higher in priority than any and all administrative claims
to Northwest's assets, to the fullest extent necessary to protect
them from any postpetition decline in value of the Aircraft
Equipment stemming from Northwest's postpetition use.

Wilbur F. Foster, Jr., Esq., and Robert E. Winter, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, represent eight aircraft
lessors in the Debtors' cases:

    1.  ING Capital LLC, as lender and agent;
    2.  Fortis Bank (Nederland);
    3.  BNP Paribas;
    4.  IIB Bank Limited, IFSC Branch, as agent;
    5.  DekaBank Deutsche Girozentrale;
    6.  CIT Leasing Corp.;
    7.  Newcourt Capital USA Inc.; and
    8.  Kreditanstalt fur Wiederaufbau

Nine lessors are represented by John I. Karesh, Esq., at Vedder,
Price, Kaufman & Kammholz, P.C.:

    1.  Goldman Sachs Credit Partners;
    2.  GS Leasing Engines I, LLC;
    3.  Bank of America;
    4.  MBIA Insurance Company;
    5.  Sumitomo Bank;
    6.  Transamerica Aviation LLC;
    7.  DVB Bank AG;
    8.  HSH Nordbank AG; and
    9.  Halifax Bank plc

U.S. Bank National Association and U.S. Bank Trust National
Association, as indenture trustees, are represented by Elizabeth
Page Smith, Esq., and Allison H. Weiss, Esq., at LeBoeuf, Lamb,
Greene & MacRae, LLP, and Richard Hiersteiner, Esq., and Jeanne
P. Darcey, Esq., at Palmer & Dodge LLP.

Leo T. Crowley, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
represents Marubeni America Corporation, as collateral agent, and
Public Service Resources Corporation.

Jason H. Watson, Esq., at Alston & Bird LLP, represents Wachovia
Bank, National Association, in its capacity as trustee under
equipment trust agreements dated January 15, 1989, and April 15,
1989, with the Debtors and U.S. Bank.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: East Texas Capital Lobbies for Equity Panel
---------------------------------------------------------------
East Texas Capital Partners, LLC, has asked the U.S. Trustee for  
Region 2 to appoint an official committee of equity security  
holders in Northwest Airlines Corporation's Chapter 11 cases.   

East Texas Capital argues, "NWA's bankruptcy is, at best,  
technical and opportunistic in nature, apparently solely
motivated by NWA's desire to speed concession talks with its
unions and modify certain company financial arrangements."  East
Texas Capital believes that NWA's bankruptcy filing was
unnecessary because the carrier had US$1.5 billion in
unrestricted cash on hand at the time of filing (more than US
Airways and Delta Airlines), had labor concessions pending from
over half its unionized work force at the time, and pension law
reform favorable to NWA was also moving through the U.S. Congress
at the time of filing.

Furthermore, East Texas Capital suggests, "the true asset value
of the bankruptcy estate appears understated as NWA's filing does
not account for the company's valuable route structure, the
future tax savings from the accumulated net operating losses
('NOL's') in any reorganized entity and other valuable assets."   
East Texas Capital "believes there are recoveries unique to the
common stockholders' that will be available should it be proven
that . . . NWA's board of directors acted inappropriately by
failing to discharge their duties to shareholders by acting
specifically contrary to their interests, by its members failing
to properly file legally required Securities and Exchange
Commission paperwork on a timely basis and other failures of
disclosure. "

East Texas Capital says it privately estimates that, under
certain scenarios apart from potential shareholder specific
damage claims, Northwest Airlines' common stockholders could be
entitled to as much as US$250 million or almost US$3 per common
share in recovery in any reorganization.  The appointment of an
Equity Securities committee will assure that common stockholders
have a chance of this recovery and, by its oversight in the
bankruptcy process, will limit what appears to be an unchecked
pattern of disregard for the common stockholders, the actual
business owners of NWA, by NWA's Board of Directors to date.
Lastly ETCP, LLC believes that the appointment of an Equity
Securities Committee will not interfere with any future Unsecured
Creditor Committee activities and will speed NW's reorganization
process by giving an organized voice to the stockholders'
interests in the case.

East Texas Capital Partners, LLC, is a Pennsylvania Limited  
Liability Company specializing in real estate and distressed  
security investments, and can be reached at:

     Ronald Gledhill
     Communications Director
     East Texas Capital Partners, LLC  
     4789 Route 309  
     Center Valley, PA 18034  
     Telephone (877) 791-5291  
     Fax (610) 289-2143  
     easttexascapital@yahoo.com

East Texas Capital says it is acting on behalf of its principals  
who own Northwest Airlines Corporation common stock.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NTELOS HOLDINGS: S&P Rates $135MM Planned Sr. Notes Offer at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Waynesboro, Va.-based NTELOS Holdings
Corporation.  The outlook is negative.

Simultaneously, Standard & Poor's assigned its 'CCC+' rating to
the company's proposed offering of $135 million floating rate
senior notes due 2013.

"The notes are rated two notches below the corporate credit rating
because of the company's holding-company status with no direct
operations and the significant first and second priority secured
debt and other obligations that must be serviced by its subsidiary
NTELOS, Inc., a diversified  telecommunications provider," said
Standard & Poor's credit analyst Susan Madison.

Net proceeds from the issue will be used to pay a $125 million
dividend to the private equity sponsors.  The notes will be issued
under Rule 144A with registration rights upon the occurrence of a
"Registrable Event," such as the issuance of additional debt or
equity securities that requires registration with the SEC.  The
company will have the option to defer cash interest payments on
the notes 2009.

Standard & Poor's also affirmed all ratings, including the 'B'
corporate credit rating, for NTELOS Inc., a wholly owned
subsidiary of NTELOS Holding Corporation.  The outlook is
negative. Pro forma for the proposed offering, total debt
outstanding was $760 million at June 30, 2005.

Although the addition of $135 million of debt is material, the
impact partly is offset by recent improvements in operating
performance and cash flow growth for NTELOS' wireless business.  

Accordingly, while the new notes will defer credit improvement,
the company should be able to maintain credit metrics consistent
with a 'B' corporate credit rating.  In addition, credit measures
may further improve, following the successful completion of a
recently announced initial public offering if a sizeable portion
of the proceeds are used to reduce debt.

The ratings reflect a highly leveraged capital structure that
includes significant amounts of high-yield bank debt with
restrictive financial covenants; the highly competitive nature of
the wireless industry (the primary cash growth producer for
NTELOS); geographic concentration; and the limited size and scale
of the company's operations.

In addition, in its core wireless segment, NTELOS competes against
much larger, well-financed incumbents, for which scale economies
and national footprints offer significant competitive advantages.  
These risks partly are mitigated by expected growth in the
wireless segment, relatively stable cash flows from the company's
wireline operations and adequate near-term liquidity.


NVE INC: Creditors Panel Wants to Hire Brown Rudnick as Counsel
---------------------------------------------------------------          
The Official Committee Of Unsecured Creditors of NVE Inc., ask the
U.S. Bankruptcy Court for the District of New Jersey for
permission to employ Brown Rudnick Berlack Israels LLP as its
counsel.

Brown Rudnick will:

   1) develop and negotiate the procedures to govern the allowance
      of claims of ephedra claimants and the distribution of
      proceeds to ephedra claimants in accordance with provisions
      of any plans of reorganization that may be submitted in
      the Debtors' bankruptcy proceedings;

   2) develop and negotiate the procedural structure of an
      appropriate trial on causation, if necessary, and
      participate that trial solely to insure that the approved
      procedures are followed and not modified without the
      participation of the Committee;

   3) protect the Committee's interest with respect to
      confirmation and consummation of any plans of reorganization
      that may be submitted in the Debtors' chapter 11 case;

   4) appear in Court and at various meetings to represent the
      interests of the Committee and attend meetings and
      negotiate with the representatives of the Debtors, the
      Creditors' Committee and other parties-in-interst;

   5) advise the Committee with respect to its rights, duties and
      powers in the Debtor's chapter 11 case and prepare for the
      Committee all necessary applications, motions, answers,
      memoranda, orders, reports and other legal papers in support
      of positions take by the Committee;

   6) investigate transactions and claims and causes of action
      against the Debtor's shareholder and CEO and commence and
      prosecute those actions, if necessary; and

   7) perform all other legal services for the Committee in
      connection with the Debtor's chapter 11 case in accordance
      with the scope of the Committee's duties and as required
      under the Bankruptcy Code and the Bankruptcy Rules.

B David J. Molton, Esq., a Member of Brown Rudnick, is one of the
lead attorneys for the Committee.  Mr. Molton charges $600 per
hour for his services.

Mr. Molton reports Brown Rudnick's professionals bill:

      Professional         Hourly Rate
      ------------         -----------
      William R. Baldiga      $685
      Steven B. Smith         $445
      
      Designation          Hourly Rate
      -----------          -----------
      Partners             $400 - $790
      Associates           $200 - $480
      Paralegals           $175 - $240

Brown Rudnick assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


O'SULLIVAN INDUSTRIES: Files for Chapter 11 Protection in Georgia
-----------------------------------------------------------------
O'Sullivan Industries, Inc., and three affiliates filed voluntary
chapter 11 petitions in the U.S. Bankruptcy Court for the Northern
District of Georgia in Atlanta on Oct. 14, 2005.

The Debtors said they will file a plan of reorganization and a
disclosure statement shortly with the Bankruptcy Court to expedite
their chapter 11 proceedings.  The Debtors disclosed that 83% of
its senior secured notes support the material economic terms that
underpin a Plan delivering nothing to unsecured creditors.

                         DIP Financing

O'Sullivan received a commitment for up to $35 million of debtor-
in-possession financing from CIT Group/Business Credit, Inc.  The
DIP facility, together with funds from operations, will provide
the liquidity necessary to enable O'Sullivan to meet its
obligations to its suppliers, customers and employees during the
Chapter 11 reorganization process.

Robert S. Parker, president and chief executive officer of
O'Sullivan Industries, said the filing would not cause a reduction
in O'Sullivan's 1,300-person workforce and that O'Sullivan would
ask the court to protect employees' wages and benefits.  He
assured the Company's customers that it has sufficient inventory
to keep them supplied and intends to provide uninterrupted service
throughout the reorganization process.

Mr. Parker said the bankruptcy filing is an essential and
necessary step in the turnaround that has been underway since the
new management team began to come on board in June 2004.

"We are taking this step to deal with O'Sullivan's debt burden and
not because of operational issues," he said.  "This will
ultimately be a positive step in O'Sullivan's efforts to become an
even stronger leader in the ready-to-assemble furniture industry.  
As a result of obtaining the support of a clear majority of our
senior secured note holders in advance of the filing, we are in a
position to complete the reorganization process in less time than
is customary in many Chapter 11 proceedings.

"While we would have liked to achieve a consensual restructuring
outside of Chapter 11, O'Sullivan's debt burden and complex
capital structure left us no choice but to take this step.  We
regret the impact this action will have on our suppliers and other
impaired creditors."

He continued, "O'Sullivan has a skilled and dedicated workforce,
an expanding line of competitive products, and an established
brand name available through the top retailers across the United
States.  We are well positioned to continue to provide product to
our customers during the reorganization process, and we are
confident that this process will not affect our ongoing delivery
of outstanding customer service.

            New Leadership is Rebuilding Company

"Since we began assembling the new management team at O'Sullivan
15 months ago, our focus has been on turning this company around,"
said Mr. Parker.  "The company has made tremendous strides in
accomplishing that goal.  We believe we have turned the corner
operationally, and there are signs of progress with respect to our
sales."

Mr. Parker cited seven key initiatives and accomplishments:

   -- Transforming the sales organization to work in closer
      partnership with retailers;

   -- Aligning the sales and marketing strategy with specific
      product categories;

   -- Implementing a disciplined consumer-focused new product
      development process;

   -- Expanding into new product categories;

   -- Improving operating efficiency, cutting waste, and reducing
      spending;

   -- Reducing inventory by $13 million; and

   -- Establishing a talented sourcing organization.

He said, "Our customers, vendors and employees know that
O'Sullivan's new leadership has already improved the company and
its ways of doing business.  There will be more improvements to
come, but to get there O'Sullivan has had to address its capital
structure."

                     The Proposed Plan

The plan of reorganization to be filed with the court will
describe how the various classes of creditors would be treated in
the reorganization.  The plan is subject to review and approval by
the U.S. Bankruptcy Court.  Under the proposed plan:

   -- Holders of O'Sullivan Industries 10.63% senior secured notes
      would receive, in full satisfaction of their claims, their
      pro rata share of 10 million shares of new O'Sullivan
      Holdings common stock and $10 million in principal amount of
      new secured notes.

   -- General unsecured creditors of O'Sullivan Industries
      Holdings, Inc., and its subsidiaries, including holders of
      O'Sullivan Industries, Inc., 13.375% senior subordinated
      notes, would receive no payment for their claims.

All outstanding obligations of O'Sullivan Industries Holdings,
Inc., would be cancelled under the proposed plan and would receive
no distribution of any kind.  All outstanding shares of O'Sullivan
Industries Holdings preferred stock, common stock, warrants and
options would be cancelled under the proposed plan and would
receive no distribution of any kind.

While O'Sullivan is in Chapter 11 reorganization, investments in
its securities will be highly speculative.  Shares of O'Sullivan
Industries Holdings, Inc.'s currently outstanding preferred stock
and common stock almost certainly will have no value after the
restructuring.

As a result of the bankruptcy filing, O'Sullivan did not file its
annual report on Form 10-K Friday.  It expects to file these
reports upon completion of the documents.

has been in business since 1954. The company designs, manufactures
and distributes ready-to-assemble furniture and related products,
including a growing line of desks, computer work centers, home
entertainment centers, bookcases, shelving, stands for televisions
and audio equipment, bedroom furniture pieces, garage storage
units and commercial furniture. The majority of O'Sullivan
products are sold through large retailers and office supply
stores. O'Sullivan employs approximately 1,300 people, primarily
at production facilities in Lamar, Missouri, and South Boston,
Virginia. The company has its headquarters in the Atlanta suburb
of Roswell.

Headquartered in Roswell, Georgia, O'Sullivan Industries, Inc.,
designs, manufactures and distributes ready-to-assemble furniture
and related products, including a growing line of desks, computer
work centers, home entertainment centers, bookcases, shelving,
stands for televisions and audio equipment, bedroom furniture
pieces, garage storage units and commercial furniture.  The
Company and three affiliates filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. N.D. Ga. Lead Case No. 05-83049).  James C.
Cifelli, Esq., at Lamberth, Cifelli, Stokes and Stout, PA,
represents the Debtors in their restructuring efforts.  As of
Sept. 30, 2005, O'Sullivan reports $161.3 million in total assets
and $254.2 million in total liabilities.  


O'SULLIVAN INDUSTRIES: Case Summary & 43 Largest Creditors
----------------------------------------------------------
Lead Debtor: O'Sullivan Industries, Inc.
             a/k/a O'Sullivan Furniture
             10 Mansell Court E, Suite 100
             Roswell, Georgia 30076             

Bankruptcy Case No.: 05-83049

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      O'Sullivan Industries Holdings, Inc.       05-83076
      O'Sullivan Industries-Virginia, Inc.       05-83087
      O'Sullivan Furniture Outlet, Inc.          05-83102


Type of Business: The Debtor designs, manufactures and
                  distributes ready-to-assemble furniture and
                  related products, including a growing line of
                  desks, computer work centers, home
                  entertainment centers, bookcases, shelving,
                  stands for televisions and audio equipment,
                  bedroom furniture pieces, garage storage units
                  and commercial furniture.  

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: James C. Cifelli, Esq.
                  Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  East Tower, Suite 550
                  3343 Peachtree Road, Northeast
                  Atlanta, Georgia 30326
                  Tel: (404) 262-7373

Financial Condition of O'Sullivan Industries, Inc. at Sept. 30,
2005:

      Total Assets: $161,335,000

      Total Debts:  $254,178,000

Financial Condition of O'Sullivan Industries Holdings, Inc. at
Sept. 30, 2005:


      Total Assets: $158,433

      Total Debts:  $132,151,000


O'Sullivan Industries-Virginia, Inc.:

      Estimated Assets: $50 Million to $100 Million

      Estimated Debts:  More than $100 Million


O'Sullivan Furniture Outlet, Inc.:

      Estimated Assets: $100,000 to $500,000

      Estimated Debts:  More than $100 Million


A. O'Sullivan Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Senior Subordinated Notes     Bond debt             $102,420,000
Sixth & Marquette
Minneapolis, MN 55479

Sun Container                 Trade debt                $792,208
515 South First Street
Mount Vernon, IL 62864

Haffle America Company        Trade debt                $397,311
3901 Cheyenne Drive
Archdale, NC 27263

Yellow Freight System Inc.    Trade debt                $347,656
10990 Roe Avenue
Overland Parks, KS 66211

Fibre Converters Inc.         Trade debt                $319,064
37450 Schoolcraft Road
Livonia, MI 48150

Nickander Assocaites          Trade debt                $299,022
112 park 32 West
Nobleville, IN 46061

DNP America LLC               Trade debt                $235,802

Hendren Plastics              Trade debt                $226,197

Federal Express Corp.         Trade debt                $225,674

Guardian Industries           Trade debt                $187,034

Temple Inland Corp            Trade debt                $180,607

Impact Resource Group         Trade debt                $151,429

G L Resources (Comtrad)       Trade debt                $139,938

Toppan Printing Company       Trade debt                $134,901

Sealed Air Corporation        Trade debt                $130,344

Woodcraft Industries Inc.     Trade debt                $126,719

National Marketing Service    Trade debt                $114,137

Collins Products              Trade debt                $104,213

Supreme Screw Products, Inc.  Trade debt                 $84,571

Flakeboard Company Ltd.       Trade debt                 $83,769


B. O'Sullivan Industries Holdings, Inc.'s 2 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bancboston Investments, Inc.  Debt                   $29,755,832
100 Federal Street 19th Floor
Boston, MA 02110

Radio Shack/Tandy             Agreement                  Unknown
1800 One Tandy Center
Forth Worth, TX 76102


C. O'Sullivan Industries-Virginia, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Senior Subordinated Notes     Bond debt             $102,420,000
Sixth & Marquette
Minneapolis, MN 55479

Fibre Converters Inc          Trade debt                $232,579
37450 Schoolcraft Road
Livonia, MI 48150

Haffle America Company        Trade debt                $206,660
3901 Cheyenne Drive
Archdale, NC 27263

Aconcagua Timber Corp         Trade debt                $197,117

Nickander Associates          Trade debt                $189,392

Stone Container Corp          Trade debt                $130,274

Toppan Printing Company       Trade debt                $126,567

Sealed Air Corp               Trade debt                 $79,890

Sierrapine Ltd                Trade debt                 $76,230

Packaging Corporation of      Trade debt                 $74,965
America

Tri State Foam                Trade debt                 $73,046

Pallet-One                    Trade debt                 $71,838

Sun Container                 Trade debt                 $71,831

Akzo Nobel Coatings Inc       Trade debt                 $53,957

Supreme Screw Products, Inc   Trade debt                 $42,893

Jowat Corporation             Trade debt                 $41,388

Overnite Transportation       Trade debt                 $38,791

Flakeboard Company LTd.       Trade debt                 $38,312

CDM Lamines Inc.              Trade debt                 $34,558

Tarheel Paper & Supply Co     Trade debt                 $32,710


D. O'Sullivan Furniture Outlet, Inc.'s Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Senior Subordinated Notes     Bond debt             $102,420,000
Sixth & Marquette
Minneapolis, MN 55479


PENTON MEDIA: Improved Performance Prompts S&P to Upgrade Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Penton Media Inc., including raising its corporate credit
rating to 'CCC+' from 'CCC'.  The outlook is developing.
The Cleveland, Ohio-based advertising-driven business-to-business
magazine and trade show firm had $328 million in debt as of June
30, 2005.

"The upgrade is based on Penton's improving ability to support its
near-term operating and capital needs in light of its recovering
profitability, narrowing discretionary cash flow deficits,
continued borrowing availability on its line of credit, and lack
of debt maturities until August 2007," said Standard & Poor's
credit analyst Tulip Lim.

Even so, the very low speculative-grade credit rating reflects
Penton's limited liquidity and its uncertain ability to generate
positive discretionary cash flow or support its operating and
financial obligations over the intermediate-to-long term.

Penton's profitability has rebounded somewhat over the past two
years from severely depressed levels that resulted from the
collapse of certain technology markets it served and from
difficult conditions in the trade magazine and event industry.  
The improvement was driven by major cost reductions, the
discontinuation or sale of unprofitable publications and events,
the solid performance of certain portions of its portfolio, and
some success in easing publishing revenue pressure by launching
online and event initiatives.

However, Penton's ability to increase its EBITDA to support its
capital structure in the long term continues to be uncertain.  
Penton's revenue remains flat and is not expected to grow, being
burdened by soft advertising conditions; ongoing weak industry
operating conditions, especially in publishing, which accounts for
two-thirds of Penton's revenue; and an uncertain economy.

Moreover, Penton's ability to meaningfully cut costs further is
questionable, given the severe cost reductions already taken.


PHARMACEUTICAL FORMULATIONS: Prepares to Pay CIT Loan in Full
-------------------------------------------------------------
Pharmaceutical Formulations, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to approve its general release
agreement with CIT Group/Business Credit, Inc., providing for:

    a) the full payment of all obligations owed to CIT;   

    b) the assignment of CIT's rights, claims and obligations to
       ICC Industries Inc. pursuant to a junior participation
       agreement; and

    c) the Debtors release of any prepetition and postpetition
       claims and causes of action against CIT.

The Debtor is obliged to repay all of its outstanding obligations
to CIT under the terms of the $14 million debtor-in-possession
financing approved by the Bankruptcy Court on July 13, 2005.

Concurrent with the DIP financing order, the Bankruptcy Court
authorized the Debtor to sign the Ratification and Amendment
Agreement.  The ratification agreement extended and amended the
Debtor's existing prepetition financing agreements with CIT.

                    CIT and ICC Debts

The Debtor's primary indebtedness consists of borrowings under a
revolving credit facility and term loan with CIT.  CIT partly
financed the Debtor's acquisition of Konsyl Pharmaceuticals, Inc.,
in May 2003 through a $3.7 million term loan.  
                        
ICC contributed another $1,627,000 in loans and $595,000 in
equipment financing in connection with the Konsyl purchase.  In
addition, ICC obtained several loans from ICC from Dec. 2004 until
March 2005.  The principal loan outstanding under the ICC loans as
of March 31, 2005, total approximately $24.8 million.

CIT holds a first priority lien on substantially all of the
Debtor's assets while ICC holds a junior lien on the same assets.

                Junior Participation Agreement

ICC purchased approximately $4.6 million of junior participations
in the post petition financing extended by CIT.  Pursuant to the
junior participation agreement, CIT agreed to assign all of its
rights, claims, entitlements and obligations under the DIP and
prepetition financing agreements with the Debtor to ICC.  The
total amount of the junior participations acquired by ICC will be
deducted from the payments to be made to CIT.

The Debtor tells the Bankruptcy Court that the indefeasible
payment of all obligations to CIT as well as the general release
from ensuing claims and causes of action is in the best interest
of the estate.  According to the Debtor, it could not have secured
the DIP financing from CIT without these provisions.

The Debtor adds that the assignment of CIT's rights and claims
under the to ICC is necessary since the junior participations will
remain unpaid and outstanding obligations of the Debtor.

The payment to CIT will come from the proceeds of the sale of
substantially all of the Debtor's assets to Leiner Health
Products, LLC.  As reported in the Troubled Company Reporter, the
Debtor closed the sale of its assets to Leiner Health for
approximately $23 million, plus certain assumed trade liabilities,
on Sept. 20, 2005.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,  
Inc. -- http://www.pfiotc.com/-- is a publicly traded private     
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United  
States.  The Company filed for chapter 11 protection on July 11,  
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,  
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor  
LLP, represent the Debtor in its chapter 11 proceeding.  As of  
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and  
$44,195,000 in total debts.


PHOTOCIRCUITS CORP: Files Chapter 11 Petition in E.D. New York
--------------------------------------------------------------
Photocircuits Corporation filed a voluntary chapter 11 petition in
the U.S. Bankruptcy for Eastern District of New York on Oct. 14,
2005, to pursue its financial and operational restructuring.

The Debtor, which manufactures printed circuit boards, suffered
from a decline in revenues brought about by a major drop in
demands and substantial pricing pressure in the market.

The Company had defaulted on various financial covenants under its
secured credit agreements with its senior bank lenders by early
2004.  The lenders were pushing for an orderly liquidation of all
of the Company's assets.  Following talks with its lenders, the
Company's prior management agreed to the appointment of a
committee to lead in the Company's restructuring.  This includes
efforts to sell non-core assets, including its facility in the
Philippines, in order to satisfy the term loan that is part of its
credit obligations.  During this time, the lenders reached an
agreement with Stairway Capital Management, L.P., under which
Stairway acquired all of the lenders' financial interests in and
obligations due from the Company.  The transaction between
Stairway and the lenders was completed at the end of July 2004.

Stairway Capital, as successor in interest to the lenders,
required the Company to honor its commitment to form a three-
member restructuring committee.  The members of the Committee are:

   -- Rick McNamee of Quadrus Consulting (a printed circuit board
      industry veteran who has assumed the title of CEO);

   -- Tim Boates (an independent turnaround professional); and

   -- Jim Zerby (the Company's CFO).

Mr. Zerby was recently replaced on the Committee by a group of
members of the Company's senior management.

                     Restructuring Plan

The Committee developed a restructuring plan, which focused on:

   -- reductions in the Company's domestic operations;

   -- expansion of its offshore manufacturing relationships; and

   -- restructuring of its secured and unsecured financial
      obligations.

At this time, Stairway committed to advance funding required to
meet the cash requirements of the Company's restructuring/sale
process and provide the Company with a period of time to market
the Debtor's business for sale rather than engage in liquidation
of the Company's assets.  

The Debtor has obligations due to secured and trade creditors
which are in default.  The Debtor tells the Court that it will
attempt to reduce expenses, continue its operations around its
more profitable operations, and market its business for sale.

The Debtor believes that, under court protection, it will be able
to marshal and preserve its assets and position itself for new
equity investment or a sale of its assets to an entity that will
continue the company's operations and propose a meaningful plan of
reorganization or liquidation for its creditors.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed  
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Photocircuits Corporation
        31 Sea Cliff Avenue
        Glen Cove, New York 11542

Bankruptcy Case No.: 05-89022

Type of Business: The Debtor was the first independent printed
                  circuit board fabricator in the world.  Its
                  worldwide reach comprises facilities in
                  Peachtree City, Georgia; Monterrey, Mexico;
                  Heredia, Costa Rica; and Batangas, Philippines.
                  See http://www.photocircuits.com/

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Gerard R Luckman, Esq.
                  Silverman Perlstein & Acampora LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, New York 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
General Electric Corporation                $5,302,000
1301 Virginia Drive, Suite 200
Fort Washington, PA 19034

Chase Equipment Leasing                     $4,702,000
1111 Polaris Parkway, Suite A-3
Columbus, OH 43420

Endee Family 1999 Dynasty Trust             $4,695,037
c/o Anthony V. Curto, Esq.
Forchelli, Curto, Schwartz, Mineo
333 Old Country Road
Mineola, NY 11501

Chase Equipment Leasing                     $3,902,400
1111 Polaris Parkway, Suite A-3
Columbus, OH 43420

LIPA                                        $2,567,063
P.O. Box 888
Hicksville, NY 11815-0001

CMKC                                        $2,158,206
Unit 407, 4th Floor, Tower A
New Mandarin Plaza
14 Science Museum Road
TST East
Kowloon, Hong Kong

CIT Financial USA, Inc.                     $1,416,600
1540 West Fountainhead Parkway
Tempe, AZ 85282

City of Glen Cove                           $1,237,534
Water Department
City Hall
Glen Cove, NY 11542

Polyclad Laminates                          $1,190,729
3571 Collection Center Drive
Chicago, IL 60693

Isola USA Corporation                       $1,014,546
c/o Deutsche Bank
515 Union Boulevard
Lockbox 13379
Totowa, NJ 07512

PAL Copper Panel Plate Line                 $1,000,000
c/o Peter Aguinick, Esq.
Peter M. Aguinick, PC
321 Broadway, 2nd Floor
New York, NY 10007

Rohm & Haas Electronic Materials              $889,314
P.O. Box 60896
Charlotte, NC 28260

City of Glen Cove                             $851,614
Sewer Department
City Hall
Glen Cove, NY 11542

LaSalle National Leasing Corporation          $790,500
One West Pennsylvania Avenue, Suite 1000
Towson, MD 21204

City School District Finance Department       $686,951
For the City of Glen Cove
9 Glen Street
Glen Cove, NY 11542

Kolon Scena, Inc.                             $602,989
3 Sperry Road
Fairfield, NJ 07004

Keyspan Energy                                $523,811
175 East Old Country Road
Hicksville, NY 11801


REFCO GROUP: Capital Unit's Woes Prompt Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Refco Group
Ltd., LLC (corporate family rating downgraded to Caa2 from B2).   
The ratings remain on review for downgrade.

The rating action follows Refco's announcement that its non-
regulated subsidiary, Refco Capital Markets Ltd., no longer has
sufficient liquidity to maintain operations and that the company
has instituted a 15 day moratorium on all activities of the
subsidiary.

In Moody's opinion, these actions are likely to lead to
substantial erosion in the franchise value and earnings capacity
of the company.  As a result, Moody's believes that the likelihood
of default has risen sharply.

If Refco avoids default, the weakened earnings outlook for the
firm will make it more difficult for the company to service
existing debt and generate capital to absorb potential future
litigation charges in Moody's view.

During the review, Moody's will seek to monitor the liquidity of
Refco's operations, the retention of its customer relationships
and its remaining business flows.

These ratings of Refco Group Ltd., LLC were downgraded:

   * Long-term Corporate Family Rating to Caa2 from B2
   * Senior Secured Bank Credit Facility Rating to Caa2 from B2
   * Senior Subordinated Debt to Ca from Caa1

All ratings remain on review for downgrade.

Refco Finance Inc., which is a wholly owned special purpose
finance subsidiary of Refco, and is co-issuer of the Senior
Subordinated Debt was also downgraded to Ca from Caa1.

Refco is an independent brokerage and clearing firm.


REFCO GROUP: S&P Junks Long-Term Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on Refco Group Ltd. LLC to 'B-'
from 'B+'. At the same time, the subordinated debt rating on Refco
was lowered to 'CCC' from 'B-'.  The ratings remain on CreditWatch
Negative where they were placed Oct. 10, 2005.

"These rating actions are in response to the company's
announcement that it has placed a moratorium on withdrawals of
customer funds from its nonregulated subsidiary, Refco Capital
Markets Ltd.," said Standard & Poor's credit analyst Tom Foley.

The company also announced that the regulatory capital and excess
regulatory capital of Refco LLC, its regulated Futures Commission
Merchant, and Refco Securities LLC, its regulated broker dealer,
have been "substantially unaffected" by the company's announcement
this past Monday of a previously undisclosed receivable of $430
million owed by entities controlled by the company's former CEO,
Phillip Bennett.  Mr. Bennett has been arrested and charged with
securities fraud.

Although Mr. Bennett repaid the $430 million receivable in cash,
the funds may not be available to Refco, which is a holding
company that relied on its operating subsidiaries to upstream
dividends to meet debt service requirements.  

Based on Refco's public announcements and the regulator's goal of
safeguarding customer accounts, Standard & Poor's believes that
there is substantial doubt concerning the liquidity of Refco.  The
company's operating subsidiaries either may not have sufficient
liquidity or capital to upstream cash to Refco, or may be
prohibited from doing so by regulators.


REFOCUS GROUP: Names Douglas Williamson President & CEO
-------------------------------------------------------
Refocus Group, Inc. (OTC: RFCG.OB) appointed Douglas C.
Williamson, a Refocus Group director and vice chairman of the
board, as the Company's president and chief executive officer.  
He replaces Terence A. Walts, who resigned from his positions as
president and chief executive officer, and a director, effective
Oct. 10.  Mr. Walts will remain a consultant to the company over
the next year.

"We thank Terry for his leadership and vision during an important
period in the development of our Surgical Spacing Procedure for
the treatment of presbyopia and for successfully transitioning
Refocus Group to where it is today," Mr. Williamson said.  "We
will continue to benefit from his insight and expertise as a
consultant."

Mr. Williamson will remain president and chief executive officer
of The Williamson Group, which is engaged in private equity and
debt investments, as well as consulting for companies in early
stage development.  He has served as a director and vice chairman
of Refocus Group since Mar. 1, 2005, and was instrumental in
arranging the significant financial investment by Medcare
Investment Fund III, Ltd. of San Antonio, Texas, which closed on
that date.

Refocus Group previously filed preliminary consent solicitation
materials to seek stockholder approval to amend the company's
Certificate of Incorporation to effect a transaction to take the
company private.  These preliminary materials are subject to the
SEC review process.

Refocus Group -- http://www.refocus-group.com/-- is a Dallas-
based medical device company engaged in the research and
development of treatments for eye disorders.  Refocus holds over
90 domestic and international pending applications and issued
patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension and
primary open-angle glaucoma.  The company's most mature device is
its patented scleral implant and related automated scleral
incision handpiece and system, used in the Scleral Spacing
Procedure for the surgical treatment of presbyopia, primary open-
angle glaucoma and ocular hypertension in the human eye.

At June 30, 2005, Refocus Group's balance sheet showed a
$3,846,713 stockholders' deficit, compared to a $2,253,161 deficit
at Dec. 31, 2004.


RELIANCE NATIONAL: Section 304 Petition Summary
---------------------------------------------
Petitioner: Richard Paul Whatton
            Foreign Representative

Debtor: Reliance National Insurance Company (Europe) Limited
        33 Creechurch Lane
        London, England, EC3A 5EB

Case No.: 05-46232

Type of Business: The Debtor is a wholly owned subsidiary of Omni
                  Whittington Investments (Guernsey) Limited.
                  Whittington is an indirect, wholly owned
                  subsidiary of Omni Whittington Group BV.

                  The Debtor underwrote insurance business
                  primarily in Europe.  The Debtor did not write
                  business directly in the U.S., however, it has
                  more than 700 U.S. policy holders.  The Debtor
                  provided insurance and reinsurance to corporate
                  entities and insurance companies.

                  The classes of insurance underwritten by the
                  company includes accident & health, aviation,
                  construction, credit insurance, excess casualty,
                  fidelity, marine and property.

Section 304 Petition Date: October 13, 2005

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Stephen Doody, Esq.
                      Kelle Gagne, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, New York 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Financial Condition as of December 31, 2004:

      Total Assets: GBP184,015,000

      Total Debts:  GBP165,011,000


REMEDENT INC: Ended Fiscal 2005 With $273,910 Equity Deficit
------------------------------------------------------------
Remedent, Inc., delivered its amended annual report on Form 10-
KSB/A for the fiscal year ended March 31, 2005, to the Securities
and Exchange Commission on Sept. 30, 2005.

In Aug. 2005, the SEC raised questions and comments related to
Remedent's presentation of the effect of exchange rate changes on
cash and cash equivalents and the Company's compliance with SFAS
95 that discusses presentation of foreign currency exchange rate
changes on the Statement of Cash Flows in its annual report for
fiscal 2005.

Following investigation, Remedent determined that the Company had
not properly presented the effect of exchange rate changes on cash
and cash equivalents for the year ended March 31, 2005 resulting
in an overstatement of the effect of exchange rate changes on cash
and cash equivalents of $34,991.

The revised financial statement for the fiscal year ended
March 31, 2005, showed:

       - $2,712,615 of assets at March 31, 2005, and liabilities
         totaling $2,986,525, causing a $273,910 stockholders'
         deficit.

       - a $103,428 net loss on $7,072,300 of net sales for fiscal
         2005 compared to $16,149 of net income on $5,234,855 of
         net sales for fiscal 2004.

Based in Deurle, Belgium, Remedent Inc. -- http://www.remedent.be/
-- develops and manufactures oral care and cosmetic dentistry
products.  99% of the Company's sales for the fiscal year end
March 31, 2005 were generated from customers outside of the United
States.  The Company's products are now distributed in more then
35 countries worldwide.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 40 Cert. Classes
------------------------------------------------------------------
Fitch Ratings has taken action on the following Residential
Accredit Loan, Inc., mortgage-pass through certificates:

   RALI mortgage asset backed pass-through certificates, series    
   1999-QS4
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 upgraded to 'AA' from 'AA-';
     -- Class B-1 upgraded to 'A' from 'BBB+';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2001-QS13
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'A';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2001-QS16
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AA' from 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2001-QS18
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series  
   2001-QS19
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AA+';
     -- Class M-3 affirmed at 'A+';
     -- Class B-1 affirmed at 'BB+';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS1
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA+';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class M-3 upgraded to 'A' from 'BBB';
     -- Class B-1 upgraded to 'BBB' from 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series    
   2002-QS2
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS3

     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS4
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 upgraded to 'BBB+' from 'BBB';
     -- Class B-1 upgraded to 'BB+' from 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS5
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS6
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 upgraded to 'BBB+' from 'BBB';
     -- Class B-1 upgraded to 'BB+' from 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS8
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class M-3 upgraded to 'BBB+' from 'BBB';
     -- Class B-1 upgraded to 'BB+' from 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series   
   2002-QS11
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS12
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS13
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS15
   
     -- Classes CB, NB, and A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series    
   2002-QS16
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS17
   
     -- Classes CB, NB, A, and R affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2002-QS18
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series    
   2002-QS19
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS2
   
     -- Classes A and R affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS3
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS4
   
     -- Classes A and R affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series    
   2003-QS6
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series   
   2003-QS7

     -- Classes A and R affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS8
   
     -- Classes A and R affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS9
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS12
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS14
   
     -- Classes A and R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS16
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS18
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS21
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS22
   
     -- Class A affirmed at 'AAA'.

   RALI mortgage asset backed pass-through certificates, series
   2003-QS23
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

The mortgage loans in the aforementioned transactions consist of
both 30-year fixed-rate and 15-year fixed-rate mortgages extended
to both Prime and Alt-A borrowers which are secured by first and
second liens, primarily on one- to four-family residential
properties.

As of the September 2005 distribution date, the transactions are
seasoned from a range of 21 (2003-QS23) to 78 (1999-QS4) months
and the pool factors (current mortgage loan principal outstanding
as a percentage of the initial pool) ranges from approximately 10%
(1999-QS4) to 70% (2003-QS23).  The master servicer for all of
aforementioned RALI deals is Residential Funding Corporation,
which is rated 'RMS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$2.92 billion outstanding certificates as detailed above.

The upgrades reflect an improvement in the relationship of Credit
Enhancement to future loss expectations and affect approximately
$67.92 million of certificates.  As of September 2005 distribution
date, the affected certificates have pool factors ranging from
approximately 10% (1999-QS4) to 20% (2002-QS4 and 2002-QS8).  The
CE levels for all the classes affected by the upgrades have more
than quadrupled their original enhancement levels at closing date.

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


RICHTER FURNITURE: Apex Offers $3,275,000 to Buy Most Assets
------------------------------------------------------------
Richter Furniture Manufacturing asks the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, for
authority to sell substantially all of its assets to Apex Design
Group, LLC for $3,275,000.  

The Debtor further asks the Court's permission to assume and
assign executory contracts and unexpired leases to Apex pursuant
to the Asset Purchase Agreement dated as of October 12, 2005
between the Debtor and Apex.  A list of the Debtor's executory
contracts and unexpired leases is available for a fee at:

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

Without the going concern sale, the Debtor's business will be
forced to close permanently.  The Debtor's board of directors has
decided that the Apex offer is beneficial to the Debtor's estate.

               Secured Claims Against Debtor's Assets

The Debtor owed $3,275,000 on account of a prepetition loan to The
CIT Group/Commercial Services, Inc.  The Debtor projects that as
of the projected sale closing date, CIT will be owed approximately
$6.5 million.

Bel-Cal Properties, Inc. asserts a $1 million claim against the
Debtor.  The debt is disputed by the Debtor and is allegedly
secured by a junior security interest in all of the Debtor's
assets.

The Debtor tells the Court that if the sale is approved, CIT will
be paid in full.  Whether or not there will be additional funds
available for other creditors depends on whether or not there are
overbids and the level of any other overbids.

If the Buyer elects to purchase the secondary assets for $40,000,
the portion of the purchase price will be payable directly to  
Bel-Cal at sale closing, in consideration of the release and
termination of its security interest in the secondary assets.

The auction for the Debtor's assets will be held at the offices
of:

        Ezra Brutzkus Gubner LLP
        16830 Ventura Blvd., Suite 310
        Encino, Califonia 91436

The Court will convene a hearing to approve the asset sale on
October 31, 2005 at 1:00 p.m.

Headquartered in Los Angeles, California, Richter Furniture
Manufacturing manufactures mid- to high- end upholstered furniture
in Los Angeles.  The Company filed for chapter 11 protection on
October 5, 2005 (Bankr. C.D. Calif. Case No. 05-35558).  David M.
Poitras, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from their creditors, it estimated
between $1 million to $10 million in assets and debts.


ROUNDY'S SUPERMARKETS: Moody's Junks $150-Mil Senior Sub. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Roundy's Supermarkets, Inc., to B2 from Ba3 and assigned
ratings to proposed new debts including B2 to a $825 million bank
loan, B3 to a $175 million senior note issue, and Caa1 to a
$150 million senior subordinated note issue.  The rating outlook
is stable.  Net proceeds will pay a $550 million dividend
distribution to the shareholders in addition to refinancing the
existing $118 million term loan and $300 million senior
subordinated notes.  The lower Corporate Family Rating reflects
the less flexible post-transaction capital structure with respect
to liquidity and credit metrics, Moody's opinion that supermarket
retailing competition in the company's trade area will intensify,
and the ongoing challenges as the company completes the transition
from a grocery wholesaler to a supermarket operator.

This rating is downgraded:

   * Corporate Family Rating (previously called the Senior Implied
     Rating) to B2 from Ba3.

These ratings are assigned (subject to review of final
documentation):

   * $825 million secured bank loan at B2,
   * $175 million seven-year senior unsecured notes at B3, and the
   * $150 million eight-year senior subordinated notes at Caa1.

The rating outlook is stable. The current Ba3 rating on the $243
million secured bank loan and the B2 rating on the 8.875% senior
subordinated notes (2012) will be withdrawn following completion
of this transaction.

The ratings are constrained by the limited cash flow available for
balance sheet improvement following the proposed transaction,
Moody's belief that competitive pressures will intensify as
well-regarded competitors like Wal-Mart (senior unsecured rating
of Aa2) continue to develop supercenters in Roundy's trade areas,
and the company's high financial leverage and weak fixed charge
coverage.  The ongoing challenges as the company transitions to a
grocery retailer from a wholesaler, the scale of the company's
operations relative to competitors in the consolidating
supermarket industry, and the exposure to economic conditions of a
narrow geographic region (Wisconsin and contiguous areas) also
affect Moody's views of the challenges facing the company.

However, the ratings also recognize the company's position as the
leading supermarket operator in Wisconsin, substantial progress in
the multi-year plan to transition from a grocery wholesaler to a
grocery retailer, and the steady, if low-margin, revenue stream
from the remaining wholesale distribution segment.  The relatively
modern condition of the company's store base, the long-term
stability of operating management, and the established
relationships with and knowledge of its remaining wholesale
customers, many of whom may eventually be acquisition targets,
also somewhat mitigate the business risks as the company continues
reducing its external wholesale segment.  Moody's believes that
the company has been able to maintain sales momentum and operating
margins, in spite of the adverse impact on many midsize
supermarket companies from non-traditional grocery retailers,
because of Roundy's still solid position within its core markets.

The B2 rating on the proposed bank loan (to be comprised of a
$125 million Revolving Credit Facility commitment and a
$700 million Term Loan B), while recognizing the collateral value
of all tangible and intangible assets of the company and its
subsidiaries as well as the equity shares and guarantees of
material operating subsidiaries, reflects that secured debt will
account for about 70% of long-term debt.  In a hypothetical
distressed scenario, Moody's believes that the orderly liquidation
value of easily monetizable assets such as accounts receivable and
inventory would fall below the bank loan commitment.  Complete
recovery would rely on the less easily predicted valuation for
property, plant, and equipment and intangible assets.  Moody's
expects that the Revolving Credit Facility will mostly be used to
bridge temporary cash flow timing differences.  Pro-forma as if
the transaction closed in June 2005, all of the revolving credit
facility was available except for $17 million reserved for Letters
of Credit.

The B3 rating on the proposed seven-year floating rate senior
unsecured notes considers that this debt is guaranteed by the
company's operating subsidiaries.  This class of debt is
effectively subordinated to the $825 million Bank Loan to the
extent of collateral and $56 million of Capital Lease Obligations.   
This senior class of debt also ranks pari passu with about
$238 million of accounts payable.  In a hypothetical distressed
scenario, Moody's believes that recovery for this class of debt
would substantially rely on residual enterprise value.

The Caa1 rating on the proposed eight-year fixed rate senior
subordinated notes considers the guarantees of the company's
operating subsidiaries, as well as the contractual subordination
to significant amounts of more senior obligations.  In a
hypothetical distressed scenario, Moody's believes that recovery
for this class of debt would completely rely on residual
enterprise value.

The stable outlook anticipates that the company will modestly
improve its financial profile as revenue slowly grows.  In
addition, Moody's also expects that the company will maintain a
solid liquidity position if operating results fall below
expectation through moderating capital expenditures and the
occasional acquisition of a few stores.  The assigned ratings
anticipate that debt protection measures will not remain stagnant
at post-transaction levels.  Ratings would be negatively impacted
if retail operating performance does not improve from current
levels, the system begins to lose market share to supercenter or
national supermarket operators, or discretionary cash flow is
overspent for capital investment.  In particular, ratings would
fall if EBITDAR was not able to cover interest expense, rent, and
capital expenditures, liquidity tightened from permanent
borrowings on the revolving credit facility, or free cash flow to
debt remains below 3%.  Over the longer term, ratings could move
upward as financial flexibility strengthens (such as EBITDAR
consistently covering interest expense, rent, and capital
expenditures by more than 1.5 times), leverage sustainably falls
below 5.5 times, and free cash flow to debt exceeds 5%, average
unit volume and operating profit grow even as competitors open
additional stores, and the company achieves satisfactory returns
on investment with the planned remodel and development program.

Pro-forma for the recent divestitures of several distribution
centers, retail sales have grown to about 87% of company revenue
as compared to 12% of company revenue five years ago.  This growth
in retail revenue is primarily attributable to the purchase of
wholesale customers in core trade areas within Wisconsin and the
divestiture of distribution centers and wholesale customers in
peripheral markets.  With a higher proportion of revenue from
retail, overall gross margins have improved to 25% for the June
2005 quarter compared to 10% prior to wider expansion into grocery
retailing.  Leverage (pro-forma for the transition to retail and
the new debt) was about 6 times and EBITDAR just covered cash
interest expense, rent, and capital investment.  Moody's
anticipates that operating improvements in both the retail and
wholesale segments, newly developed supermarkets, and the
occasional accretive acquisition will lead to moderately better
debt protection measures.  However, Moody's expects that ratio
improvement will largely come from increased operating cash flow
in contrast to rapid principal amortization.

Roundy's Supermarkets, Inc., with headquarters in Milwaukee,
Wisconsin, operates 132 retail grocery stores primarily under the
Pick 'n Save, Copps, and Rainbow banners.  The company also
distributes food and consumer products to independent supermarkets
in Wisconsin and contiguous states.  The company generated revenue
of $4.2 billion over the twelve months ending July 2, 2005.


SHEFFIELD STEEL: Likely Buy-Out Prompts Moody's Developing Outlook
------------------------------------------------------------------
Moody's Investors Service changed its rating outlook for Sheffield
Steel Corporation to developing from stable following the
announcement that Sheffield has received unsolicited indications
of interest from two potential acquirors.

Sheffield's Board of Directors has established a special committee
of three independent directors to review and evaluate the
proposals and any other proposals that may be received and the
special committee has retained legal counsel and financial
advisors.  Moody's developing outlook will remain in place until
there is a discernible outcome regarding a sale of the company
and, if that outcome includes a sale, the expected impact of that
sale on the company's capitalization, liquidity, and strategic
direction.

As of July 31, 2005, Sheffield had approximately $80 million of
debt.  It has been doing quite well in the current favorable steel
market and reported EBITDA of $37.9 million for the 12 months
ended July 31.  Moody's noted that, under the indenture to
Sheffield's $77.3 million of 11.375% senior secured notes, a
change of control is not deemed to have occurred if the
consolidated leverage (total debt divided by LTM EBITDA, as
defined) of the company is less than 3.0x on a pro forma basis and
no default or event of default has occurred.  The note indenture
also allows additional debt as long as the pro forma fixed charge
coverage ratio remains greater than 2.1 to 1.0.  Therefore, it
appears that the company or any new owners could increase
Sheffield's debt.  Moody's does not know how the two interested
parties, or others that may emerge, would finance a purchase of
Sheffield and will maintain the following ratings and the
developing outlook until such time as there is a discernible
outcome:

   * B3 corporate family rating,

   * B3 for the $77.3 million of 11.375% senior secured notes due
     2011, and

   * SGL-3 speculative grade liquidity rating.

Sheffield Steel Corporation, headquartered in Sand Springs,
Oklahoma, is a regional mini-mill producer of hot rolled steel
bar, concrete reinforcing bar, and fabricated products.  Sheffield
had sales of $297 million in the fiscal year ended April 30, 2005.


SUNDIV CORPORATION: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sundiv Corporation
        14665 Midway Road, Suite 157
        Addison, Texas 75001

Bankruptcy Case No.: 05-84246

Chapter 11 Petition Date: October 13, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Aamer Ravji, Esq.
                  The Ravji Law Firm
                  4801 Arapaho Road, Suite 300
                  Addison, Texas 75001
                  Tel: (972) 233-4190
                  Fax: (972) 233-5105

Total Assets:    $35,357

Total Debts:  $1,309,246

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gulf South Medical Supply        Trade Debt             $29,738
E. 510 N. Peachtree Road
Mesquite, TX 75149

Mobility Medical Equipment       Trade Debt             $23,285
4009 Lindbergh
Addison, TX 75001

Quality Pharmaceuticals          Trade Debt              $5,000
837 Tohuacona Highway
Maxia, TX 76667

Chest Diagnostic                 Trade Debt              $3,458
Therapeutic Services

Maximum Medical, Inc.            Trade Debt              $1,830

Apria Pharmacy Network           Trade Debt                $732

Physician Laboratory             Trade Debt                $338
Services LLC


SUPERB SOUND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Superb Sound, Inc.
        d/b/a Ovation
        d/b/a Ovation Audio/Video
        d/b/a Ovation Home
        2750 Tobey Drive
        Indianapolis, Indiana 46219

Bankruptcy Case No.: 05-29137

Type of Business: The Debtor is an audio, video and mobile
                  electronics specialist.  See
                  http://www.ovation-av.com/

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: William J. Tucker, Esq.
                  William J. Tucker & Associates, LLC
                  429 North Pennsylvania Street #400
                  Indianapolis, Indiana 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Monster Cable Products        Business trade debt       $243,080
455 Valley Drive
Brisbane, CA 94005

Sony Corporation              Business trade debt       $200,991
1200 N Arlington Heights Road
Itasca, IL 60143

Klipsch, LLC                  Business trade debt       $181,658
3502 Woodview Trace
Suite 200
Indianapolis, IN 46268

LG Electronics                Business trade debt       $156,664

Denon Electronics, LLC        Business trade debt       $154,593

JL Audio                      Business trade debt       $149,768

Fifth Third Bank              Business trade debt       $139,006

Definitive Technology         Business trade debt       $107,946

Crestron                      Business trade debt        $90,302

Pioneer Electronics of        Business trade debt        $84,897
America

Bose Corporation              Business trade debt        $72,498

Marion County Treasurer       Business trade debt        $69,338

Brown Noltemeyer              Business trade debt        $68,593

Alpine Electronics of         Business trade debt        $64,163
America

Niles Audio Corporation       Business trade debt        $63,575

Audiostream/Paradigm          Business trade debt        $63,039

Samsung Electronics           Business trade debt        $57,773

Infinity Software Systems     Business trade debt        $55,809

Universal Remote Control      Business trade debt        $55,012

Wire Supplies, Inc.           Business trade debt        $52,178


TOWER AUTOMOTIVE: Consolidating Operations to Other Locations
-------------------------------------------------------------
Tower Automotive (OTC BB: TWRAQ) will consolidate the operations
of its Granite City, Illinois and Milan, Tennessee facilities into
other Tower facilities in North America in a further move to
reduce excess manufacturing capacity and overall facility,
operational and manufacturing costs, and to enhance operational
efficiency.

"Over the past several months, we have developed a strategy to
improve Tower's operational efficiency, cost competitiveness and
ability to respond effectively to changing market forces," Bill
Pumphrey, Tower Automotive's President of North American
operations, said.  "These actions are an important and necessary
part of that strategy, and we will continue to examine all aspects
of our operations and make the necessary changes to help ensure
Tower's success now and in the future.  Although these are
difficult decisions, as they affect our hardworking colleagues, we
must do what is right to strengthen Tower."

Tower's Granite City facility currently produces stampings,
control arms, and subassemblies for Ford, Nissan, and General
Motors; the Milan facility produces stampings and subassemblies
for Nissan, Toyota and other Tower business units.  The Company
said that it would immediately begin a phased consolidation of
these operations into several other Tower facilities in North
America.  Tower expects that the consolidation will be complete by
the end of 2006, at which point production at both facilities will
cease.  Approximately 300 employees of Granite City and 290
employees of Milan will be affected by this action.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.


TRACY LACH: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tracy B. Lach
        22 Partridge Walk
        Lancaster, New York 14086-3227

Bankruptcy Case No.: 05-91529

Type of Business: The Debtor is the President, Shareholder and
                  Director of Twenty-First Century Press, Inc.,
                  which filed for chapter 11 protection on
                  October 13, 2005 (Bankr. W.D.N.Y. Case No.
                  05-91568)(Kaplan, J.).

Chapter 11 Petition Date: October 13, 2005

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Robert J. Feldman, Esq.
                  Gross, Shuman, Brizdle & Gilfillan, P.C.
                  600 Lafayette Court
                  465 Main Street
                  Buffalo, New York 14203
                  Tel: (716) 854-4300

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   HSBC                                       $490,950
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   The Guerra Press, Inc.                     $347,500
   c/o Thomas Guerra
   363 Colvin Avenue
   Buffalo, NY 14216

   HSBC                                       $265,819
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Theodore Majewski                          $213,750
   365 Bell Rock Boulevard
   Sedona, AZ 86351

   Michael Burns                              $213,750
   149 Monroe Drive
   Williamsville, NY 14221

   Buffalo & Erie Co. Reg. Development Co.    $135,618
   275 Oak Street
   Buffalo, NY 14203

   HSBC                                       $120,000
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Buffalo Economic Renaissance               $118,468
   65 Niagara Square
   920 City Hall
   Buffalo, NY 14202

   Daniel Guerra                               $40,000
   760 Palo Verde #2
   Las Vegas, NV 89119

   Thomas Guerra                               $40,000
   363 Colvin Avenue
   Buffalo, NY 14216

   American Honda Finance Corp.                $13,972
   P.O. Box 7858
   Philadelphia, PA 19101-7658

   Net Bank Business Finance                   $12,066
   P.O. Box 2579
   Colombia, SC 29202


TWENTY-FIRST: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Twenty-First Century Press, Inc.
        501 Cornwall Avenue
        Buffalo, New York 14215

Bankruptcy Case No.: 05-91568

Type of Business: The Debtor's President, Tracy B. Lach, filed for
                  chapter 11 protection on October 13, 2005
                  (Bankr. W.D.N.Y. Case No. 05-91529)(Kaplan, J.).

                  The Debtor's Secretary, Mary C. Crimmen, filed
                  for chapter 11 protection on October 13, 2005
                  (Bankr. W.D.N.Y. Case No. 05-91534)(Bucki, J.).

Chapter 11 Petition Date: October 13, 2005

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Janet G. Burhyte, Esq.
                  Robert J. Feldman, Esq.
                  Gross, Shuman, Brizdle & Gilfillan, P.C.
                  465 Main Street, Suite 600
                  Buffalo, New York 14203
                  Tel: (716) 854-4300

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
   HSBC                          Loans                 $490,950
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   The Guerra Press, Inc.                              $347,500
   c/o Thomas Guerra
   363 Colvin Avenue
   Buffalo, NY 14216

   HSBC                                                $265,819
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Theodore Majewski                                   $213,750
   365 Bell Rock Boulevard
   Sedona, AZ 86351

   Michael Burns                                       $213,750
   149 Monroe Drive
   Williamsville, NY 14221

   IKON Financial Services                             $199,962
   P.O. Box 9115
   Macon, GA 31208-9115

   Buffalo & Erie Co Reg Devt Co                       $135,618
   275 Oak Street
   Buffalo, NY 14203

   HSBC                                                $120,000
   Special Credits
   One HSBC Center, 26th Floor
   Buffalo, NY 14203

   Buffalo Economic Renaissance                        $118,468
   65 Niagara Square
   920 City Hall
   Buffalo, NY 14202

   Daniel Guerra                                        $40,000
   760 Palo Verde #2
   Las Vegas, NV 89119

   Thomas Guerra                                        $40,000
   363 Colvin Avenue
   Buffalo, NY 14216


VARTEC TELECOM: Wants Exclusive Periods Stretched to November 22
----------------------------------------------------------------
VarTec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to further
extend until November 22, 2005, the time within which they have
the exclusive right to file a plan of reorganization.  The
Debtors also ask the Court to extend their exclusive right to
solicit acceptances of that plan from their creditors to
January 26, 2006.

As previously reported in the Troubled Company Reporter on
September 12, 2005, the Debtors gave the Court five reasons in
support of the extension:

   1) their chapter 11 cases are large and complex, with
      identified assets of more than $800,000,000, liabilities
      of more than $590,000,000 and 14,000 creditors;

   2) they have shown good faith progress towards their
      reorganization efforts, including completing the sale of
      substantially all of their assets to Comtel Investments,
      L.L.C., and obtaining DIP financing on a going forward
      basis;

   3) they have been working diligently with the Official
      Committee of Unsecured Creditors, the Rural Telephone
      Finance Cooperative, the Official Committee of Excel
      Independent Representatives, their carriers, and other
      parties-in-interest in formulating a consensual plan;

   4) they are paying obligations to their employees, carriers,
      vendors, landlords, and utility providers in the ordinary
      course of business as those obligations become due; and

   5) the extension will not prejudice their creditors and other
      parties-in-interest and it is not meant to pressure their
      creditors into accepting an objectionable plan.

Headquartered in Dallas, Texas, VarTec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service   
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million in assets and
debts.


WESTPOINT STEVENS: Responds to Funds, et al.'s Fees Objection
-------------------------------------------------------------
R2 Top Hat Ltd. contends that Aretex LLC, WestPoint International,
Inc., and WestPoint Home, Inc., filed their objection without any
meaningful attempt to consensually resolve their concerns.  As
previously reported, R2 filed with the U.S. Bankruptcy Court for
the Southern District of New York an application for interim
professional compensation, and the Purchaser objected to that
Application.

Dennis C. O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, in New York, points out that the Objection contains numerous
unfounded legal and factual arguments, which fall into three
general categories:

(1) R2 seeks compensation for services that are not within the
     scope of the First Lien Credit Agreement's expense provision.

Mr. O'Donnell argues that R2 Professionals are outside the scope
of the First Lien Credit Agreement's expense provision.

According to Mr. O'Donnell, Section 11.5(a) of the First Lien
Credit Agreement is broadly drafted and belies no intent to limit
the scope of compensable services.  Far from seeking to narrowly
circumscribe compensable expenses, he notes that this provision
provides for the payment of all "costs and expenses" of any First
Lien Lender so long as these are expenses incurred in connection
with the "enforcement" of any aspect of the First Lien Credit
Agreement and related documents.

Mr. O'Donnell points out that all of the services for which
compensation is sought were directed solely and exclusively at
"enforcement" of R2's own and the rights of other First Lien
Lenders.  While none of the actions undertaken by R2's
Professionals were calculated or likely to result in immediate
collection of its outstanding principal, all of these were
carefully calculated to further the collection of R2's first lien
principal or the realization of security interest.

(2) The fees and expenses for which R2 seeks compensation or
     reimbursement are not "reasonable" within the meaning of
     Section 506(b) and applicable precedent.

In assessing reasonableness under Section 506(b), Mr. O'Donnell
explains that courts have to determine whether the work was
necessary or reasonably calculated to protect the secured creditor
rights.  Mr. O'Donnell asserts that as the largest of the First
Lien Lenders, R2 had every reason for concern about the slow
progress of the Chapter 11 cases and to believe that the legal,
financial advisory, and due diligence fees and expenses for which
it seeks were necessary for the protection and enforcement of R2's
rights in connection with the First Lien Credit Agreement.

(3) To the extent that the fees and expense are granted, they can
     and should only be paid out of the Adequate Protection Escrow
     or the proceeds of assets that are excluded in the
     Purchaser's Sale.

Mr. O'Donnell contends that the fees, to the extent granted, must
be paid by the Purchaser in full, in cash, regardless or whether
the Adequate Protection Escrow or any proceeds of Excluded Assets
are available to fund those payments.  This must be done for a
number of reasons, Mr. O'Donnell says, not the least of which is
that the Sale Order is predicated on the finding that the First
Lien Lender Claims will be "satisfied in full" by the
distributions made to the First Lien Lenders at the Sale Closing
or to be made to the Second Lien Lenders on the disposition of the
pending appeal from the Sale Order.

As previously reported, the Steering Committee seeks $725,131,000
in fees and $73,947 in expenses for September 2004 through
July 2005, plus any additional fees and expenses incurred after
August 1, 2005, that have not yet been invoiced.

Likewise, on August 1, 2005, R2 Top Hat Ltd. filed with the Court
an application for interim professional compensation for
$1,038,823 in fees and $92,425 in expenses from June 2003 through
September 2004.

The Steering Committee and R2 Top Hat both assert that they are
entitled to reimbursement by the Debtors pursuant to the First
Lien Credit Agreement

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 57; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORKFLOW MGT: S&P Puts BB- Rating on $340MM Sr. Secured Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Greenwich, Conn.-based print management
company Workflow Management Inc.

At the same time, Standard & Poor's assigned its 'BB-' rating and
recovery rating of '3' to Workflow's proposed $340 million senior
secured first-lien credit facilities, indicating expectation of a
meaningful (50%-80%) recovery of principal in the event of a
payment default.  The facilities consist of a $40 million five-
year revolving credit facility and a $300 million six-year term
loan facility.

Standard & Poor's also assigned its 'B' rating and recovery rating
of '5' to the company's planned $115 million seven-year senior
secured second-lien term loan facility, indicating expectation of
a negligible (0%-25%) recovery of principal in the event of a
payment default. The outlook is negative.

Standard & Poor's affirmed its 'BB-' corporate credit and senior
secured debt ratings on The Relizon Co. (BB-/Negative/--) and
removed them from CreditWatch, where they were listed on Sept. 16,
2005, with negative implications.  The outlook is negative.

Proceeds from the credit facilities, together with a small amount
of seller's pay-in-kind (PIK) notes to be issued by WF Holdings
Inc. (the holding company parent of Workflow) and equity
contributed by Perseus LLC and other equity investors of WF
Holdings, will be used to complete the acquisition of Relizon and
to refinance all the outstanding bank debt of both Workflow and
Relizon.  

Upon consummation of the transaction, Relizon will become a
wholly-owned subsidiary of Workflow and the ratings on Relizon
will be withdrawn.  Pro forma for the acquisition, total bank debt
outstanding is expected to be $415 million.

"The ratings reflect Workflow's high debt leverage, moderate-size
cash flow base, competitive market conditions, and expected
ongoing external growth strategy," said Standard & Poor's credit
analyst Sherry Cai.  "These factors are partially offset by the
company's good market position in the niche print management
segment and its adequate liquidity."

Upon completion of the Relizon acquisition, Workflow will
meaningfully increase its scale as a provider of print products
and end-to-end print solutions for document outsourcing, billing,
and marketing.  The print management business will contribute a
significant portion of the company's revenues and EBITDA.  
Workflow also has a small envelope division that produces
specialty envelopes for customers' specific advertising and
marketing needs.

Workflow's print management business benefits from a sizable and
diversified customer base, long-standing customer relationships,
substantial recurring revenues, and high retention rates.  The
Relizon acquisition should provide Workflow with cross-selling
opportunities and cost synergies from increased purchasing power
and consolidation of redundant facilities.

Still, the print management segment is highly fragmented, which
leads to competitive business conditions and pricing pressures in
a number of Workflow's product lines.


* Former FCC Media Bureau Chief Joins Sheppard Mullin's DC Office
-----------------------------------------------------------------
W. Kenneth Ferree has joined Sheppard, Mullin, Richter & Hampton
LLP, as a member of the Entertainment and Media group to lead the
firm's new communications practice in Washington, D.C.  Mr. Ferree
previously served as Chief of the Media Bureau at the Federal
Communications Commission.

At the FCC, Mr. Ferree developed and administered the policy and
licensing programs relating to electronic media, including cable
television, broadcast television and radio, and broadband
services.  He also steered four major FCC merger reviews:
EchoStar/DirectTV, Comcast/AT&T, HBC/Univision, and
NewsCorp./DirecTV, and was credited with adding rigor to the
review process while resolving each matter in the timely fashion
required by Congress and the markets.

Mr. Ferree is noted for having played a key role in advancing the
DTV transition, developing a watershed plan to end the transition.  
Mr. Ferree also managed the FCC's entry into anti-piracy and copy
protection matters, helped create the FCC's Media Security and
Reliability Council, directed the first comprehensive overhaul of
media ownership rules in decades, and oversaw the creation of a
regulatory framework for terrestrial digital radio.

"Ken's prominence at the FCC and reputation in the entertainment
and media industry is exceptional," said Guy Halgren, managing
partner of the firm.  "We will be looking to Ken to build on our
existing strengths in entertainment law by creating a top-notch
FCC team."

"I look forward to building a communications practice at Sheppard
Mullin," Mr. Ferree said.  "The firm already has the premier
entertainment and media group in the country, but stay tuned...
together we will build a team over the next few months that will
have a broad range of communications law experience and expertise.  
It will dovetail perfectly with the firm's existing corporate and
litigation practices so that our clients will be able to enjoy
seamless representation with respect to any and all communications
matters."

Bob Darwell and Marty Katz, co-chairs of the firm's Entertainment
& Media practice, are delighted by Ferree's decision to join the
firm.  "We have a far reaching vision for the Entertainment &
Media group, and Ken brings a prominent FCC practice to the mix,"
said Darwell.  Mr. Katz agreed, "We are looking for opportunities
to expand our practice, but only with A players.  Ken is an FCC
star -- exactly what we needed, and exactly what our clients
want."

"This is a real coup for the D.C. office," said Edward Schiff,
managing partner of the firm's Washington, D.C. office.  "Ken's
specialization is a natural fit for us, as the office has a strong
regulatory focus in areas such as the Government Contracts,
Antitrust and Labor & Employment practice areas."

Mr. Ferree previously practiced at Goldberg, Godles, Weiner &
Wright in Washington, D.C., specializing in communications-related
litigation, including FCC complaint and rulemaking proceedings.  
Most recently, he served as Executive Vice President and Chief
Operating Officer of the Corporation for Public Broadcasting.

Mr. Ferree earned his law degree, summa cum laude, from Georgetown
University Law Center in 1992, graduated from San Jose State
University with an MBA in 1988 and Dartmouth College with a BA in
1983.

Sheppard Mullin's national Entertainment & Media practice now
includes over fifty attorneys.  In addition to Mr. Ferree, Kevin
Goering joined the firm's New York office in August as a partner
in the Business Trial Practice Group.  Mr. Goering, most recently
head of Coudert Brothers Litigation Group in New York, specializes
in media law.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with more than 450 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment and Media; Finance and Bankruptcy; Government
Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.  The firm was founded in 1927.


* FTI Consulting Names Four New Senior Managing Directors
---------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) appointed four new senior
managing directors.  Mark Belanger joins FTI Capital Advisors,
LLC; Daniel Galante joins the Transaction Advisory Services group;
and Richard Hershman and Lisa Troe join the Forensic and
Litigation Consulting practice.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "The interests of our clients are at the
core of every hiring decision we make.  Our priority is to
continue to deliver the value and innovation our clients expect
from FTI Consulting.  To that end, Mark, Dan, Richard and Lisa are
leaders in their respective fields and it is with great pleasure
that we welcome them to our team."

                      New Appointments

Mark Belanger joins FTI Capital Advisors, LLC, the company's
wholly owned investment banking subsidiary, as senior managing
director in the New York office.  He will lead the team's energy
and natural resources effort.  Mr. Belanger, who has more than 13
years experience in the investment banking field, will advise
clients in mergers and acquisition transactions and on raising
debt and equity capital in the private and public sector.

Prior to joining FTI, Mr. Belanger held senior banking positions
at both Credit Suisse First Boston and Banc of America Securities,
where he was responsible for client coverage as well as
origination and execution of merger and acquisition mandates for
the power, utilities, gas pipeline and midstream sectors.  He has
acted as senior banker on transactions exceeding $25 billion,
serving clients across a broad spectrum of energy and natural
resource-based sectors including power, utilities, gas pipeline,
midstream processing, oil and gas oilfield services, forest
products and chemicals.  In addition, Mr. Belanger served as a
consultant to Chanin Capital Partners where he provided advice to
clients on energy related matters.

Mr. Belanger holds a BA in Economics from the University of
Toronto and an MBA from the University of Western Ontario.

Daniel Galante joins as senior managing director in FTI's
Transaction Advisory Service within the Corporate
Finance/Restructuring practice, and will reside in the Chicago
office.  In his new role, Mr. Galante will advise clients on
financial, operational and commercial issues relating to
acquisition and divestiture transactions, with a particular
emphasis on middle-market companies.

With 17 years experience, Mr. Galante was most previously a
partner in the transaction advisory services group at a Big 4
accounting firm where he was responsible for developing
relationships with middle-market financial investors including
private equity funds, hedge funds and senior lenders.  In his
career, he has actively led more than 300 transaction diligence
engagements for private equity and strategic corporate acquirers
of middle-market businesses.  He has experience with multiple
investment approaches including stand-alone acquisitions,
corporate carve-outs, bankruptcy auctions, mergers and industry
consolidations in almost every non-regulated industry.  Mr.
Galante also held a leadership position in the accounting firm's
Chicago office focusing on increasing relationships in the venture
capital and private equity markets.  Previously, Mr. Galante spent
two years in London in the strategic growth markets advisory group
where he managed a client portfolio and provided audit, diligence
and other advisory services to US companies investing in Europe.

Mr. Galante is an alumni of the Harvard Business School and holds
a Masters and Bachelors in accountancy from DePaul University.  He
is a CPA and member of the Chicago Chapter's Association for
Corporate Growth, the American Institute of Certified Public
Accountants and the Illinois CPA Society.

Richard Hershman joins as senior managing director in FTI's
Forensic and Litigation Consulting practice, and will be based in
the New York office.  Mr. Hershman has more than 30 years of
experience with an extensive background in the insurance industry
with particular emphasis in the property casualty arena.  In his
new role, Mr. Hershman will lead the FLC segment's insurance
industry services.  Mr. Hershman has experience in accounting,
auditing, financial investigations, and complex financial matters
involving financial reporting and the application of generally
accepted accounting principles and statutory accounting
principles.

Prior to joining FTI, Mr. Hershman was managing partner of
Allegent Growth Strategies International, a financial consulting
firm.  Clients covered the full spectrum of the insurance industry
including brokers, agents, carriers and technology companies.  Mr.
Hershman also served as CEO of Allegent Technology Group, a start-
up network security company with proprietary technology which was
used during the Olympic Games in Athens.

Previously, Mr. Hershman was executive vice president, chief
financial and administrative officer at Decision Strategies
Fairfax International, an international intelligence,
investigations and security consulting firm, where he also served
the company's insurance industry clients.  Mr. Hershman's career
includes service as an audit partner at a large national
accounting firm specializing in the insurance industry.  In
addition, he was an executive vice president, chief financial
officer and member of the board of Home Insurance through its
contract with Risk Enterprise Management Limited, the Zurich
entity formed to administer the Home run-off. He has also sat on
the board and audit committees of several other insurance
companies.

Mr. Hershman is a CPA and received a BS in accounting from SUNY at
Buffalo and a MBA in taxation from Barnard Baruch College.  He a
member of the AICPA, New York State Society of Certified Public
Accountants, Society of Insurance Financial Management and the
Insurance Federation of New York.

Lisa Troe joins as senior managing director in FTI's Forensic and
Litigation Consulting practice.  Ms. Troe will be based in FTI's
Los Angeles office and in her new role will focus on client
engagements involving GAAP/GAAS matters.  Ms. Troe comes to FTI
after a distinguished ten-year career with the SEC where, most
recently, she was the regional chief enforcement accountant and
branch chief, Office of Enforcement, for the SEC's Pacific
regional office.  In this dual role, her responsibilities included
evaluating possible new cases to determine whether to initiate
investigations, and developing case theories, designing
investigation plans and supervising investigative work.

Prior to her 10 years with the SEC, Ms. Troe was a senior
accountant for Santa Fe Pacific Pipelines, the general partner of
Santa Fe Pacific Partners, a $200 million pipeline common carrier,
where her responsibilities included preparing SEC and other
regulatory filings.  Before joining Santa Fe Pacific Pipelines,
she spent four years in the Los Angeles office of Deloitte &
Touche supervising teams on high risk audit and due diligence
engagements and providing support to clients in mergers and
acquisitions, IPOs and other transactions.

Ms. Troe holds a Bachelor of Science, Business Administration from
the University of Colorado where she majored in accounting.  She
is a CPA and a member of the AICPA.

FTI Consulting -- http://www.fticonsulting.com/-- is a premier  
provider of problem-solving consulting and technology services to
major corporations, financial institutions and law firms when
confronting critical issues that shape their future and the future
of their clients, such as financial and operational improvement,
major litigation, mergers and acquisitions and regulatory issues.
Strategically located in 24 of the major US cities, London and
Melbourne, FTI's total workforce of more than 1,100 employees
includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who are
committed to delivering the highest level of service to clients.


* BOND PRICING: For the week of Oct. 10 - Oct. 14, 2005
---------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    75
Adelphia Comm.                         7.750%  01/15/09    66
Adelphia Comm.                         7.875%  05/01/09    62
Adelphia Comm.                         8.125%  07/15/03    71
Adelphia Comm.                         8.375%  02/01/08    64
Adelphia Comm.                         9.250%  10/01/02    64
Adelphia Comm.                         9.375%  11/15/09    65
Adelphia Comm.                         9.500%  02/15/04    58
Adelphia Comm.                         9.875%  03/01/05    64
Adelphia Comm.                         9.875%  03/01/07    68
Adelphia Comm.                        10.250%  11/01/06    69
Adelphia Comm.                        10.250%  06/15/11    67
Adelphia Comm.                        10.875%  10/01/10    63
AHI-DFLT 07/05                         8.625%  10/01/07    55
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    73
Amer Comm LLC                         11.250%  01/01/08    24
Amer & Forgn PWR                       5.000%  03/01/30    72
American Airline                       7.377%  05/23/19    69
American Airline                       8.390%  01/02/17    72
American Airline                       8.800%  09/16/15    65
American Airline                      10.200%  03/15/20    66
American Airline                      10.850%  03/15/09    65
Ames True Temper                      10.000%  07/15/12    74
AMR Corp.                              4.500%  02/15/24    72
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    70
AMR Corp.                              9.750%  08/15/21    56
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    56
AMR Corp.                             10.000%  04/15/21    48
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    53
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.550%  03/12/21    63
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    67
Antigenics                             5.250%  02/01/25    55
Anvil Knitwear                        10.875%  03/15/07    53
Apple South Inc.                       9.750%  06/01/06     4
Armstrong World                        6.350%  08/15/03    73
Armstrong World                        6.500%  08/15/05    72
Armstrong World                        7.450%  05/15/29    74
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    15
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    66
Bank New England                       8.750%  04/01/99     9
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    58
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    51
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          7.875%  04/01/08    63
Calpine Corp.                          8.500%  07/15/10    73
Calpine Corp.                          8.500%  02/15/11    54
Calpine Corp.                          8.625%  08/15/10    55
Calpine Corp.                          8.750%  07/15/13    66
Calpine Corp.                          8.750%  07/15/13    72
Cell Therapeutic                       5.750%  06/15/08    53
Cell Therapeutic                       5.750%  06/15/08    73
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
CIH                                   10.000%  05/15/14    69
Charter Comm HLD                      10.000%  05/15/11    67
Charter Comm HLD                      11.125%  01/15/11    71
Ciphergen                              4.500%  09/01/08    75
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    46
Comcast Corp.                          2.000%  10/15/29    40
Contl Airlines                         8.312%  04/02/11    72
Constar Intl                          11.000%  12/01/12    62
Cons Container                        10.125%  07/15/09    64
Covad Communication                    3.000%  03/15/24    66
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    40
Curative Health                       10.750%  05/01/11    69
DAL-DFLT09/05                          9.000%  05/15/16    18
Dana Corp                              5.850%  01/15/15    68
Dana Corp                              7.000%  03/15/28    66
Dana Corp                              7.000%  03/01/29    67
Delco Remy Intl                        9.375%  04/15/12    52
Delco Remy Intl                       11.000%  05/01/09    50
Delta Air Lines                        2.875%  02/18/24    16
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    36
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        7.711%  09/18/11    66
Delta Air Lines                        7.779%  11/18/05    60
Delta Air Lines                        7.779%  01/02/12    59
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        7.920%  11/18/10    70
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    27
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    20
Delta Air Lines                        9.250%  03/15/22    16
Delta Air Lines                        9.320%  01/02/09    40
Delta Air Lines                        9.375%  09/11/07    48
Delta Air Lines                        9.590%  01/02/17    42
Delta Air Lines                        9.750%  05/15/21    16
Delta Air Lines                        9.875%  04/30/08    49
Delta Air Lines                       10.000%  08/15/08    19
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  06/01/09    45
Delta Air Lines                       10.000%  06/01/10    13
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  05/15/10    16
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/14/11    59
Delta Air Lines                       10.330%  03/26/06    36
Delta Air Lines                       10.375%  02/01/11    18
Delta Air Lines                       10.375%  12/15/22    17
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    49
Delta Air Lines                       10.790%  03/26/14    19
Delphi Auto Syst                       6.500%  05/01/09    57
Delphi Auto Syst                       7.125%  05/01/29    57
Delphi Corp                            6.500%  08/15/13    57
Delphi Trust II                        6.197%  11/15/33    27
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    74
Dura Operating                         9.000%  05/01/09    64
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    67
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     0  
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    74
Federal-Mogul Co.                      7.375%  01/15/06    33
Federal-Mogul Co.                      7.500%  01/15/09    35
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    33
Federated Group                        7.500%  04/15/10     1
Fibermark Inc.                         10.750% 04/15/11    70
Finova Group                           7.500%  11/15/09    39
FMXIQ-DFLT09/05                       13.500%  08/15/05     7
Foamex L.P.                            9.875%  06/15/07     3
Foamex L.P.                           10.750%  04/01/09    73
Ford Motor Co.                         6.625%  02/15/28    73
Ford Motor Co.                         7.400%  11/01/46    65
Ford Motor Co.                         7.500%  08/01/26    74
Ford Motor Co.                         7.700%  05/15/97    73
Ford Motor Co.                         7.750%  06/15/43    71
Ford Motor Cred                        5.000%  01/20/11    65
Ford Motor Cred                        5.250%  02/22/11    75
Ford Motor Cred                        5.250%  03/21/11    70
Ford Motor Cred                        5.250%  09/20/11    73
Ford Motor Cred                        5.650%  08/22/11    73
Ford Motor Cred                        5.650%  01/21/14    68
Ford Motor Cred                        5.750%  01/21/14    72
Ford Motor Cred                        5.700%  12/20/11    72
Ford Motor Cred                        5.800%  11/21/10    74
Ford Motor Cred                        5.900%  07/20/11    72
Ford Motor Cred                        5.900%  02/20/14    74
Ford Motor Cred                        6.000%  01/21/14    72
Ford Motor Cred                        6.000%  03/20/14    65
Ford Motor Cred                        6.000%  03/20/14    69
Ford Motor Cred                        6.000%  11/20/14    71
Ford Motor Cred                        6.000%  11/20/14    66
Ford Motor Cred                        6.000%  11/20/14    74
Ford Motor Cred                        6.050%  02/20/14    70
Ford Motor Cred                        6.050%  03/20/14    74
Ford Motor Cred                        6.050%  04/21/14    65
Ford Motor Cred                        6.050%  12/22/14    68
Ford Motor Cred                        6.050%  12/22/14    69
Ford Motor Cred                        6.150%  12/22/14    65
Ford Motor Cred                        6.150%  01/20/15    71
Ford Motor Cred                        6.200%  04/21/14    67
Ford Motor Cred                        6.250%  12/20/13    70
Ford Motor Cred                        6.250%  04/21/14    69
Ford Motor Cred                        6.250%  01/20/15    68
Ford Motor Cred                        6.300%  05/20/14    73
Ford Motor Cred                        6.300%  05/20/14    67
Ford Motor Cred                        6.500%  03/20/15    72
Ford Motor Cred                        6.500%  08/01/18    69
Ford Motor Cred                        6.650%  10/21/13    72
Ford Motor Cred                        6.650%  06/20/14    70
Ford Motor Cred                        6.750%  10/21/13    70
Ford Motor Cred                        7.100%  09/20/13    75
Ford Motor Cred                        7.400%  08/21/17    73
Ford Motor Cred                        6.600%  10/21/13    68
Ford Motor Cred                        7.500%  08/20/32    70
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    73
Gateway Inc.                           2.000%  12/31/11    68
General Motors                         7.400%  09/01/25    62     
General Motors                         7.700%  04/15/16    70     
General Motors                         8.100%  06/15/24    73     
General Motors                         8.250%  07/15/23    71     
General Motors                         8.375%  07/15/23    72     
General Motors                         8.800%  03/01/21    73     
GMAC                                   4.900%  10/15/09    75
GMAC                                   5.250%  01/15/14    64
GMAC                                   5.350%  01/15/14    61
GMAC                                   5.500%  01/15/10    75
GMAC                                   5.700%  06/15/13    69
GMAC                                   5.700%  10/15/13    64
GMAC                                   5.700%  12/15/13    64
GMAC                                   5.750%  01/15/14    74
GMAC                                   5.850%  06/15/13    66
GMAC                                   5.850%  06/15/13    67
GMAC                                   5.900%  12/15/13    72
GMAC                                   5.900%  12/15/13    67
GMAC                                   5.900%  01/15/19    53
GMAC                                   5.900%  01/15/19    55
GMAC                                   5.900%  02/15/19    55
GMAC                                   5.900%  10/15/19    61
GMAC                                   6.000%  07/15/13    74
GMAC                                   6.000%  11/15/11    66
GMAC                                   6.000%  12/15/13    73
GMAC                                   6.000%  02/15/19    56
GMAC                                   6.000%  02/15/19    59
GMAC                                   6.000%  02/15/19    59
GMAC                                   6.000%  03/15/19    59
GMAC                                   6.000%  03/15/19    59
GMAC                                   6.000%  03/15/19    54
GMAC                                   6.000%  03/15/19    62
GMAC                                   6.000%  03/15/19    56
GMAC                                   6.000%  04/15/19    61
GMAC                                   6.000%  09/15/19    56
GMAC                                   6.000%  09/15/19    58
GMAC                                   6.050%  08/15/19    57
GMAC                                   6.050%  08/15/19    47
GMAC                                   6.050%  10/15/19    49
GMAC                                   6.100%  09/15/19    59
GMAC                                   6.125%  10/15/19    57
GMAC                                   6.150%  08/15/19    58
GMAC                                   6.150%  10/15/19    57
GMAC                                   6.200%  11/15/13    67
GMAC                                   6.200%  04/15/19    59
GMAC                                   6.250%  03/15/13    67
GMAC                                   6.250%  10/15/18    69
GMAC                                   6.250%  11/15/13    70
GMAC                                   6.250%  12/15/18    61
GMAC                                   6.250%  01/15/19    67
GMAC                                   6.250%  04/15/19    58
GMAC                                   6.250%  05/15/19    61
GMAC                                   6.250%  07/15/19    58
GMAC                                   6.300%  03/15/13    70
GMAC                                   6.300%  10/15/13    70
GMAC                                   6.300%  11/15/13    67
GMAC                                   6.300%  08/15/19    58
GMAC                                   6.300%  08/15/19    64
GMAC                                   6.350%  05/15/13    71
GMAC                                   6.350%  04/15/19    61
GMAC                                   6.350%  07/15/19    60
GMAC                                   6.350%  07/15/19    59
GMAC                                   6.400%  03/15/13    73
GMAC                                   6.400%  12/15/18    59
GMAC                                   6.400%  11/15/19    61
GMAC                                   6.400%  15/15/19    63
GMAC                                   6.500%  06/15/18    62
GMAC                                   6.500%  11/15/18    62
GMAC                                   6.500%  12/15/18    60
GMAC                                   6.500%  12/15/18    59
GMAC                                   6.500%  05/15/19    60
GMAC                                   6.500%  01/15/20    61
GMAC                                   6.500%  02/15/20    68
GMAC                                   6.500%  06/15/18    62
GMAC                                   6.500%  11/15/18    62
GMAC                                   6.500%  12/15/18    60
GMAC                                   6.500%  12/15/18    59
GMAC                                   6.500%  05/15/19    60
GMAC                                   6.500%  02/15/20    61
GMAC                                   6.550%  12/15/19    60
GMAC                                   6.600%  08/15/16    63
GMAC                                   6.600%  05/15/18    59
GMAC                                   6.600%  06/15/19    67
GMAC                                   6.600%  06/15/19    61
GMAC                                   6.650%  10/15/11    74
GMAC                                   6.650%  06/15/18    62
GMAC                                   6.650%  10/15/18    62
GMAC                                   6.650%  10/15/18    60
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  07/15/12    70
GMAC                                   6.700%  05/14/14    69
GMAC                                   6.700%  05/15/14    67
GMAC                                   6.700%  06/15/14    70
GMAC                                   6.700%  08/15/16    61
GMAC                                   6.700%  06/15/18    62
GMAC                                   6.700%  06/15/18    64
GMAC                                   6.700%  11/15/18    58
GMAC                                   6.700%  06/15/19    69
GMAC                                   6.700%  12/15/19    63
GMAC                                   6.700%  07/15/12    73
GMAC                                   6.700%  07/15/12    73
GMAC                                   6.700%  09/15/12    72
GMAC                                   6.750%  10/15/12    74
GMAC                                   6.750%  04/15/13    69
GMAC                                   6.750%  04/15/13    72
GMAC                                   6.750%  06/15/14    70
GMAC                                   6.750%  06/15/14    69
GMAC                                   6.750%  07/15/16    64
GMAC                                   6.750%  08/15/16    64
GMAC                                   6.750%  09/15/16    67
GMAC                                   6.750%  06/15/17    63
GMAC                                   6.750%  03/15/18    67
GMAC                                   6.750%  07/15/18    67
GMAC                                   6.750%  09/15/18    63
GMAC                                   6.750%  10/15/18    64
GMAC                                   6.750%  11/15/18    56
GMAC                                   6.750%  05/15/19    62
GMAC                                   6.750%  05/15/19    64
GMAC                                   6.750%  06/15/19    63
GMAC                                   6.750%  06/15/19    61
GMAC                                   6.750%  03/15/20    74
GMAC                                   6.800%  02/15/13    70
GMAC                                   6.800%  09/15/18    59
GMAC                                   6.800%  10/15/18    65
GMAC                                   6.850%  05/15/18    70
GMAC                                   6.800%  10/15/12    72
GMAC                                   6.875%  08/15/16    65
GMAC                                   6.875%  07/15/18    65
GMAC                                   6.900%  06/15/17    68
GMAC                                   6.900%  07/15/18    63
GMAC                                   6.900%  08/15/18    66
GMAC                                   6.950%  06/15/17    64
GMAC                                   7.000%  09/15/12    73
GMAC                                   7.000%  12/15/12    75
GMAC                                   7.000%  01/15/13    73
GMAC                                   7.000%  06/15/16    68
GMAC                                   7.000%  06/15/16    63
GMAC                                   7.000%  07/15/16    69
GMAC                                   7.000%  09/15/16    69
GMAC                                   7.000%  05/15/17    66
GMAC                                   7.000%  05/15/17    68
GMAC                                   7.000%  06/15/17    71
GMAC                                   7.000%  07/15/17    68
GMAC                                   7.000%  07/15/17    65
GMAC                                   7.000%  02/15/18    62
GMAC                                   7.000%  02/15/18    61
GMAC                                   7.000%  02/15/18    64
GMAC                                   7.000%  03/15/18    66
GMAC                                   7.000%  05/15/18    69
GMAC                                   7.000%  05/15/18    65
GMAC                                   7.000%  08/15/18    65
GMAC                                   7.000%  09/15/18    63
GMAC                                   7.000%  02/15/21    64
GMAC                                   7.000%  09/15/21    58
GMAC                                   7.000%  09/15/21    57
GMAC                                   7.000%  06/15/22    59
GMAC                                   7.000%  11/15/23    62
GMAC                                   7.000%  11/15/24    60
GMAC                                   7.000%  11/15/24    60
GMAC                                   7.000%  11/15/24    62
GMAC                                   7.050%  05/15/17    67
GMAC                                   7.050%  03/15/18    61
GMAC                                   7.050%  03/15/18    63
GMAC                                   7.050%  04/15/18    65
GMAC                                   7.125%  09/15/12    72
GMAC                                   7.125%  01/15/13    72
GMAC                                   7.125%  01/15/13    74
GMAC                                   7.125%  12/15/11    73
GMAC                                   7.125%  04/15/17    70
GMAC                                   7.125%  10/15/17    64
GMAC                                   7.150%  11/15/12    74
GMAC                                   7.150%  07/15/17    68
GMAC                                   7.150%  09/15/18    64
GMAC                                   7.150%  01/15/25    59
GMAC                                   7.150%  03/15/25    63
GMAC                                   7.200%  10/15/17    67
GMAC                                   7.200%  10/15/17    63
GMAC                                   7.250%  12/15/12    71
GMAC                                   7.250%  12/15/12    71
GMAC                                   7.250%  03/15/17    67
GMAC                                   7.250%  05/15/17    69
GMAC                                   7.250%  07/15/17    68
GMAC                                   7.250%  09/15/17    69
GMAC                                   7.250%  09/15/17    67
GMAC                                   7.250%  09/15/17    73
GMAC                                   7.250%  09/15/17    69
GMAC                                   7.250%  01/15/18    68
GMAC                                   7.250%  04/15/18    67
GMAC                                   7.250%  04/15/18    66
GMAC                                   7.250%  08/15/18    67
GMAC                                   7.250%  08/15/18    64
GMAC                                   7.250%  09/15/18    69
GMAC                                   7.250%  01/15/25    61
GMAC                                   7.250%  02/15/25    70
GMAC                                   7.250%  03/15/25    60
GMAC                                   7.375%  11/15/16    70
GMAC                                   7.375%  04/15/17    68
GMAC                                   7.375%  04/15/18    63
GMAC                                   7.350%  03/15/17    71
GMAC                                   7.400%  12/15/17    66
GMAC                                   7.400%  02/15/21    60
GMAC                                   7.450%  04/15/17    66
GMAC                                   7.500%  11/15/16    65
GMAC                                   7.500%  12/15/16    70
GMAC                                   7.500%  04/15/17    71
GMAC                                   7.500%  08/15/17    67
GMAC                                   7.500%  11/15/17    72
GMAC                                   7.500%  11/15/17    70
GMAC                                   7.500%  12/15/17    64
GMAC                                   7.500%  12/15/17    69
GMAC                                   7.500%  03/15/25    58
GMAC                                   7.625%  11/15/12    75
GMAC                                   7.750%  10/15/17    66
GMAC                                   7.950%  05/15/17    74
GMAC                                   8.000%  10/15/17    73
GMAC                                   8.000%  11/15/17    73
GMAC                                   8.125%  11/15/17    68
Graftech Int'l                         1.625%  01/15/24    75
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    65
Human Genome                           2.250%  08/15/12    74
Huntsman Packag                       13.000%  06/01/10    35     
Imperial Credit                        9.875%  01/15/07     0
Incyte Corp                            3.500%  02/15/11    73
Inland Fiber                           9.625%  11/15/07    44
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    21
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    21
Iridium LLC/CAP                       14.000%  07/15/05    22
Isolagen Inc.                          3.500%  11/01/24    50
Isolagen Inc.                          3.500%  11/01/24    48
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     5.250%  12/15/11    72
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    57
Liberty Media                          4.000%  11/15/29    60
Mcms Inc.                              9.750   03/01/08     0
Metaldyne Corp.                       11.000%  06/15/12    63      
Mississippi Chem                       7.250%  11/15/17     4
MSX Int'l Inc.                        11.375%  01/15/08    69    
Muzak LLC                              9.875%  03/15/09    49
New Orl Grt N RR                       5.000%  07/01/32    72
New World Pasta                        9.250%  02/15/09     5
Northern Pacific RY                    3.000%  01/01/47    57
Northern Pacific RY                    3.000%  01/01/47    57
Northwest Airlines                     6.625%  05/15/23    23
Northwest Airlines                     7.068%  01/02/16    65
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    52
Northwest Airlines                     7.625%  11/15/23    27
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    28
Northwest Airlines                     8.070%  01/02/15    18
Northwest Airlines                     8.130%  02/01/14    17
Northwest Airlines                     8.304%  09/01/10    70
Northwest Airlines                     8.700%  03/15/07    27
Northwest Airlines                     8.875%  06/01/06    28
Northwest Airlines                     8.970%  01/02/15    17
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.360%  03/10/06    40
Northwest Airlines                     9.875%  03/15/07    28
Northwest Airlines                    10.000%  02/01/09    28
Northwest Airlines                    10.000%  04/01/09    25
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    55
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    40
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09    10
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09     5
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    35
PCA LLC/PCA Fin                       11.875   08/01/09    27
Pegasus Satellite                      9.625%  10/15/05    32
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    63
Pixelworks Inc.                        1.750%  05/15/24    67
Pliant Corp.                          13.000%  06/01/10    40
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    67
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    40
Primus Telecom                         3.750%  09/15/10    34
Primus Telecom                         5.750%  02/15/07    64
Primus Telecom                         8.000%  01/15/14    62
Primus Telecom                        12.750%  10/15/09    51
Radnor Holdings                       11.000%  03/15/10    67
Read-Rite Corp.                        6.500%  09/01/04    20
Reliance Group Holdings                9.000%  11/15/00    22
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    52
Solectron Corp.                        0.500%  02/15/34    68
Tekni-Plex Inc.                       12.750%  06/15/10    54
Teligent Inc.                         11.500%  12/01/07     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Trans Mfg Oper                        11.250%  05/01/09    63
TransTexas Gas                        15.000%  03/15/05     1
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    60
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    50
United Air Lines                       7.811%  10/01/09    73
United Air Lines                       8.030%  07/01/11    59
United Air Lines                       9.000%  12/15/03    13
United Air Lines                       9.020%  04/19/12    40
United Air Lines                       9.125%  01/15/12    13
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    60
United Air Lines                       9.560%  10/19/18    40
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    58
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/06    28
US Air Inc.                           10.700%  01/15/07    27
US Air Inc.                           10.700%  01/15/49     6
US Air Inc.                           10.750%  01/15/49     6
UTSTARCOM                              0.875%  03/01/08    71
Vitesse Semicond                       1.500%  10/01/24    74
WCI Steel Inc.                        10.000%  12/01/04    55
Werner Holdings                       10.000%  11/15/07    55
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    69
Winstar Comm                          14.000%  10/15/05     0
Wise Metals Grp                       10.250%  05/15/12    71
WMG Holdings                           9.500%  12/15/14    74
World Access Inc.                     14.000%  10/15/05     0
Xerox Corp                             0.570%  01/21/18    41

                          *********

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 ***