TCR_Public/051025.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, October 25, 2005, Vol. 9, No. 253

                          Headlines

ACXIOM CORP: Earns $7.1 Million of Net Income in Second Quarter
ALPHARMA INC: Sale Plan Cues S&P to Put Stable Outlook on B Rating
AQUACELL TECHNOLOGIES: Wolinetz Lafazan Raises Going Concern Doubt
ASARCO LLC: Wants Amendment to Environmental Clean-Up Budget OK'd
ATA AIRLINES: Wants Lease Decision Period Stretched to December 31

ATHEROGENICS INC: Equity Deficit Tops $97 Million at Sept. 30
AUBURN FOUNDRY: Court Converts Ch. 11 Case to Ch. 7 Liquidation
AUBURN FOUNDRY: Section 341 Meeting Set for January 26 Next Year
AXIOM PROPERTIES: Voluntary Chapter 11 Case Summary
BAKER TANKS: S&P Reviews Ratings Due to Lightyear Buy-Out Plans

BEAR STEARNS: Fitch Rates $1.16M Certificate Class at B
BENCHMARK ELECTRONICS: Earns $20.3MM of Net Income in 3rd Quarter
BOYDS COLLECTION: Taps Houlihan Lokey as Financial Advisors
BRICE ROAD: GE Credit Asks to Continue Foreclosure Action
BURLINGTON INDUSTRIES: Trust Wants Court to Close Chapter 11 Cases

CALPINE CORP: CCFC Raises $300 Million in Preferred Stock Sale
CELESTICA INC: Incurs $19.6 Million Net Loss in Third Quarter
CHARTER COMMS: CCO Holdings LLC Inks $600 Million Sr. Loan Pact
COMMERCIAL MORTGAGE: S&P's Rating on Class J Certs. Tumbles to D
CONSOLIDATED CONTAINER: J.M. Greene Replaces S.E. Macadam as CEO

DANA CORP: S&P Chips Sr. Unsecured Credit Rating to BB from BB+
DAVID DEEGAN: Case Summary & 20 Largest Unsecured Creditors
DE KALB HOUSING: S&P Downgrades $1.3 Mil Bond Rating to D from C
DELPHI CORP: Gets Interim Injunction Against Utility Companies
DELTA AIR: Comair to Cut 1,000 Jobs & Reduce Fleet by 30 Aircraft

DELTA AIR: Wants to Pay Chicago $1,092,630 on Oct. 31 for Bonds
DELTA AIR: Wants to Enter Into Section 1110(a) Stipulations
DENBURY RESOURCES: Shareholders Approve 2-for-1 Stock Split
DIDIER ROGEZ: Case Summary & 6 Largest Unsecured Creditors
DOMINIQUE LTD: Voluntary Chapter 11 Case Summary

E*TRADE FINANCIAL: Earns $107.5 Mil of Net Income in Third Quarter
ENRON CORP: Court Approves JPMorgan Settlement on L/C Disputes
ENRON CORP: Gets Court Nod on TPL Guaranty Claims Settlement Pact
ENRON CORP: Court Approves General Electric Settlement Agreement
EXIDE TECH: Compensation Actions for Four Senior Officers Approved

FEDERAL-MOGUL: Incurs $48 Million Net Loss in Third Quarter
FLYI INC: NASDAQ Says Market Cap Must Top $15 Million by Jan. 19
FOAMEX INT'L: Gets Final Court Approval on $320-Mil DIP Facility
FOAMEX INT'L: Can Employ Miller Buckfire as Financial Advisor
FOAMEX INT'L: Court Sets December 5 as General Claims Bar Date

FREEDOM RINGS: Wants Young Conaway as Bankruptcy Counsel
FREEDOM RINGS: Wants Donlin Recano as Claims & Noticing Agent
GOLD KIST: Moody's Affirms $130 Million Unsec. Notes' Rating at B2
HEILIG-MEYERS: Inks Settlement Pact with Prepetition Lenders
HOANG NGUYEN: Case Summary & 16 Largest Unsecured Creditors

HUDSON VALLEY: Columbia Agency Slams Cash Collateral & DIP Funding
HUDSON VALLEY: Wants Access to Whittier & Greenleaf's Collateral
INLAND FIBER: Noteholders Disclose Info on Confidentiality Pacts
INTEGRATED HEALTH: Ct. Okays Reward & Coverage Lawsuit Settlement
INTERSTATE BAKERIES: Gets Court Nod to Hire Jefferson Wells

INTERSTATE BAKERIES: Can Walk Away from 11 Real Estate Leases
IWO HOLDINGS: Sprint Buy-Out Cues S&P to Lift Junk Rating to BBB
JAMESTOWN HOUSING: S&P Slices Rating on $2.7M Bonds to B from BB
JERRY RUTHERFORD: Case Summary & 20 Largest Unsecured Creditors
KENNETH MEAD: Case Summary & 13 Largest Unsecured Creditors

KINGSLEY COACH: Mantyla McReynolds Raises Going Concern Doubt
LAIDLAW INT'L: Promotes Four Executives to VP Positions
LEONARD SIEMASZ: Case Summary & 20 Largest Unsecured Creditors
MARGARET HUDNALL: Case Summary & 12 Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: Panel Can Hire Bifferato as Conflicts Counsel

MERIDIAN AUTOMOTIVE: Credit Suisse Wants Jury Trial to Fix Claims
METALFORMING TECH: Wants Exclusive Period Stretched to Feb. 11
METALFORMING TECH: Has Until Dec. 13 to Remove Civil Actions
MICHAEL PERSON: Case Summary & Largest Unsecured Creditor
MICHAEL SEBASTIAN: Case Summary & 17 Largest Unsecured Creditors

MICHAEL WILEY: Voluntary Chapter 11 Case Summary
MORAN MATERIALS: Case Summary & 20 Largest Unsecured Creditors
NORTHWEST AIRLINES: East Texas Lobbies for Equity Committee
NOVA CHEMICALS: S&P Rates $300 Mil Senior Unsecured Notes at BB+
O'SULLIVAN INDUSTRIES: Gets Court Nod to Keep Investing Funds

O'SULLIVAN INDUSTRIES: Can Continue Using Existing Business Forms
ORGANIZED LIVING: Court Sets Nov. 15 Bar Date for Gift Card Claims
OSWALD BURRELL: Voluntary Chapter 11 Case Summary
PC LANDING: Judge Walsh Approves Disclosure Statement Supplement
PC LANDING: Wants Exclusive Period Stretched to December 18

PETROKAZAKHSTAN INC: Gets Securityholders' Nod on CNPC Buy-Out
PRECISION CASTINGS: Case Summary & 20 Largest Unsecured Creditors
PUERTO RICO INDUSTRIAL: S&P Shaves Bond Ratings to B- from B+
RADNOR HOLDINGS: PwC Replaces KPMG as Independent Accountants
REFCO INC: Bank of America Asks Court for Adequate Protection

REFCO INC: Wants Court Okay to Maintain Existing Bank Accounts
RGIS INVENTORY: S&P Assigns Low-B Ratings on Proposed $570M Loans
ROBOTIC VISION: Chap. 7 Trustee Sets Creditors Meeting on Nov. 16
S-TRAN HOLDINGS: Gets Interim OK to Continue Using Cash Collateral
SHAW GROUP: Earns $17.9 Million of Net Income in Fourth Quarter

STRESSGEN BIOTECH: Raising $2.625 Mil. in Private Equity Placement
STRESSGEN BIOTECHNOLOGIES: European Patent Office Upholds Patent
SWIFT & CO: S&P Reviews BB- Corp. Credit Rating & May Downgrade
TIMOTHY MCCORMICK: Case Summary & 20 Largest Unsecured Creditors
THISTLE MINING: Expects to Spend $4.5 Million in African Job Cuts

TIME WARNER: S&P Junks $240-Mil. Senior Secured Notes After Review
TITANIUM METALS: H.C. Simmons Replacing J.L. Martin as CEO
TITANIUM METALS: Declares Dividend on 6-3/4% Series A Pref. Stock
TOYS "R" US: S&P Junks Senior Unsecured Notes After Review
TRISTAR HOTEL: Sec. 341(a) Meeting Continued to October 26

UAL CORP: Wants Settlement on Barclays' $14.4 Million Claim Okayed
UAL CORP: Wants Court to Approve VX Capital Aircraft Settlement
UAL CORP: Inks Pact Resolving Disputes with NJ Treasury Department
VERITAS DGC: S&P Assigns BB Rating on $155 Million Senior Notes
VIA NET.WORKS: Completes Sale of All Operations to Interoute

VISTEON CORP: Audit Panel Completes Independent Accounting Review
WILLIAM COYLE: Case Summary & 16 Largest Unsecured Creditors
WINN-DIXIE: Trade Creditors Transferrs More Than $5 Mil. Claims

* John Bambach Joins NachmanHaysBrownstein as Managing Director
* NachmanHaysBrownstein Elects Jason Consoli as Managing Director
* TMA Launches Programs to Assist Businesses Hit by Katrina

* Large Companies with Insolvent Balance Sheets

                          *********

ACXIOM CORP: Earns $7.1 Million of Net Income in Second Quarter
---------------------------------------------------------------
Acxiom(R) Corporation (Nasdaq: ACXM) reported financial results
for the second quarter of fiscal 2006 ended Sept. 30, 2005.  
Revenue for the quarter was $330.5 million, income from operations
was $18.8 million and pre-tax earnings were $12.4 million.

These results include the impact of net pre-tax charges of
$15.8 million associated with the restructuring plan, the sale of
non-strategic operations and two unusual items.  The impact of
these items on net earnings after tax was $10.4 million, which
reduced diluted EPS by $.12 for the quarter.  

"During our second quarter, we saw 11 percent year-over-year
revenue improvement, the expense-reduction initiative we announced
in June produced better than expected results, our business in
Europe improved, and we signed a number of large, new deals,"
Company Leader Charles D. Morgan said.  "These results give us an
encouraging outlook for the third and fourth quarters."

For the three months ended Sept. 30, 2005, Acxiom reported
$7.1 million of net income, compared to an $18.5 million net
income for the same period in 2004.

"Our profit improvement plan helped us achieve $11 million in pre-
tax cost savings in the second quarter, and we will continue to
realize benefits from our operational initiatives, including
ongoing expense management and an intense focus on performance
metrics," Company Operations Leader Lee Hodges said.  "We expect
those initiatives to contribute more than $15 million in the third
quarter and in each subsequent quarter going forward."

Mr. Morgan noted that Acxiom recently completed new contracts with
Washington Mutual Inc. (formerly Providian), NDCHealth
Corporation, MGM MIRAGE, Yellow Book USA and Reliance Insurance.

"The amount and nature of the new contracts we signed in the
quarter certainly give us reason for optimism," Mr. Morgan said.  
"For example, the NDCHealth deal is particularly significant, as
it represents our third grid computing-based data center re-
engineering project."

Headquartered in Little Rock, Arkansas, Acxiom Corporation
(Nasdaq: ACXM) integrates data, services and technology to create
and deliver customer and information management software for many
of the largest, most respected companies in the world.  The core
components of Acxiom's innovative solutions are Customer Data
Integration technology, data, database services, IT outsourcing,
consulting and analytics, and privacy leadership.  

                         *     *     *

As reported in the Troubled Company Reporter on July 15, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Little Rock, Arkansas-based Acxiom Corp.  At the
same, the outlook was revised to negative from positive,
reflecting the offer from the company's largest shareholder to buy
the remainder of the company's shares for $23 per share.

"At this time, Standard & Poor's does not know how the company
will respond to this offer, and whether defensive measures might
be used to counter these actions," said Standard & Poor's credit
analyst Philip Schrank.  Acxiom currently has no rated debt.


ALPHARMA INC: Sale Plan Cues S&P to Put Stable Outlook on B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
drug maker Alpharma Inc. to stable from negative.  Ratings on the
company, including the 'B' corporate credit rating, were affirmed.

"The outlook revision is in response to Alpharma's definitive
agreement to sell its troubled global generic drug business to
Iceland-based generic drug maker Actavis Group for $810 million in
cash," explained Standard & Poor's credit analyst Arthur Wong.  
The deal is expected to close by year-end 2005.  Alpharma plans to
use the proceeds to repay debt and expand its specialty branded
drug business.

The low-speculative-grade rating reflects Alpharma's deteriorating
position in the increasingly competitive generic drug market.  The
company's generic drug business generated $776 million in 2004
sales and accounted for 68% of total revenues.

In an industry where a timely continuous flow of new products and
efficient manufacturing operations are essential, Alpharma faced
long-running FDA noncompliance issues at two of its main
facilities, which hindered its ability to launch new products.

Consequently, the company's competitive position eroded.  This
accounts for the relatively low multiple of roughly 1x sales that
Actavis is paying for Alpharma's generic drug business.

Upon the close of the transaction, Alpharma will transform from a
highly levered company, at nearly 5x debt to EBITDA, to a company
in a net cash position.  Alpharma plans to totally eliminate its
existing debt by mid 2006, when its roughly $160 million in
convertible debt comes due.

S&P expects the company to have $150 million-$200 million in cash
at that time to invest in its remaining businesses, specifically
the specialty branded drug franchise.


AQUACELL TECHNOLOGIES: Wolinetz Lafazan Raises Going Concern Doubt
------------------------------------------------------------------
Wolinetz, Lafazan & Company, PC, expressed substantial doubt about
AquaCell Technologies, 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 significant operating losses for the years ended
June 30, 2005, and 2004 as well as its working capital and
stockholders' deficiency at June 30, 2005.

In its Form 10-KSB for the fiscal year 2005 submitted to the
Securities and Exchange Commission on Oct. 12, 2005, AquaCell
reports a $3,888,000 net loss compared to a $4,512,000 net loss in
fiscal 2004.  Management attributes the decrease in net loss to a  
$144,000 decrease in impairment loss on goodwill, a $48,000
write-off of accrued interest on notes receivable and a fair value
adjustment of a derivative totaling $333,000.

The Company's balance sheet showed $2,383,000 of assets at
June 30, 2005, and liabilities totaling $2,474,000.  At June 30,
2005, the Company had a $1,671,000 working capital and $91,000
stockholders' deficiency.

To address its liquidity problems, AquaCell intends to continue
raising capital through the sale or exercise of equity securities.  
For the fiscal year ended June 30, 2005, the Company raised net
equity of approximately $1,549,000 through the exercise of
warrants to purchase common shares and private placements of
common shares and Series B Convertible Preferred stock.

In addition, the Company has continued to pursue the placement of
its water cooler "billboards" in various locations and the Company
is seeking to increase its revenues through the sale of
advertising on the band of the cooler's permanently attached five-
gallon bottle.

AquaCell Technologies, Inc. -- http://www.aquacell.com/-- has two  
operating subsidiaries, AquaCell Media, Inc., which operates in
the out-of-home advertising segment of the advertising industry,
and AquaCell Water Inc., fka Water Science Technologies, Inc.,
which is engaged in the manufacture and sale of products for water
filtration and purification, addressing various water treatment
applications for municipal, industrial, commercial, and
institutional purposes.


ASARCO LLC: Wants Amendment to Environmental Clean-Up Budget OK'd
-----------------------------------------------------------------
As previously reported, Southern Peru Holdings Corporation
contemplated on selling its stock holdings and majority interest
in Southern Peru Copper Corp. to ASARCO LLC's parent, Americas
Mining Corporation.  ASARCO has environmental liabilities to the
United States Government pursuant to certain consent decrees,
administrative orders, or environmental statutes.

The U.S. Government later filed a complaint against ASARCO and
Southern Peru Holdings in the United States District Court for
the District of Arizona, wherein the Government sought a judgment
declaring that the proposed terms of the Sale violated various
provisions of the Federal Debt Collection Procedures Act of 1990
and the Federal Priorities Act.  The Complaint also sought
preliminary and injunctive relief enjoining the sale and
transfer.

On Feb. 2, 2003, the Arizona Court approved a consent decree
entered into among ASARCO and Southern Peru Holdings, on the one
hand, and the Government, on the other hand.  Pursuant to the
settlement, ASARCO agreed to set up a $100 million environmental
trust for pollution cleanup, in return for permission to sell
SPCC.

The consent decree establishes an annual budgeting process that
discusses the allocation of funds from the trust at various
sites.  The parties agreed that once a budget has been
established, amendments will be allowed.

Pursuant to an order entered on Aug. 24, 2005, Judge Schmidt
authorized ASARCO to consent to an amendment to the 2005 budget
with regard to remediation and testing work at a site in Ruston,
Washington.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
relates that the existing 2005 annual budget contemplates
expenditures of both trust funds and ASARCO's general corporate
funds for work being done at the Ruston Site, as well as at:

   -- the Circle Smelting site in Beckemeyer;
   -- the California Gulch site;
   -- the East Helena site in Soils;
   -- the Mike Horse/Upper Blackfoot Mining Complex site; and
   -- the Everett site.

Mr. Prince informs Judge Schmidt that ASARCO's work at the Sites
came to a halt on the Petition Date.  Because the liabilities
relating to the Sites are dischargeable prepetition obligations,
ASARCO cannot continue spending its general corporate funds on
its work at the Sites.

However, ASARCO does not believe that the funds in the
environmental trust are property of its estate.  Therefore, those
funds are available to continue its work at the Sites, provided
that the parties consent to an amendment of the 2005 budget.

ASARCO seeks Judge Schmidt's permission to consent to a second
amendment of the 2005 Annual Budget.

Mr. Prince asserts that the amendment of the 2005 annual budget
is necessary for the operation of ASARCO's business and is in the
best interest of the estate.  "Unless the Debtor is authorized to
consent to the second amendment of the 2005 annual budget, the
United States believes that the public health and safety could be
jeopardized," Mr. Prince says.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,   
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Wants Lease Decision Period Stretched to December 31
------------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, ATA
Airlines, Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Indiana to extend the deadline
for them to assume, assume and assign, or reject unexpired leases
of nonresidential real property up to and through Dec. 31, 2005.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, explains
that the Reorganizing Debtors' decision with respect to each Lease
depends in large part on whether the location will play a future
role under the Reorganizing Debtors' Plan.  Whether each lease is
assumed, assumed and assigned, or rejected will depend, most
significantly, on whether the Reorganizing Debtors will continue
operations at the location once the Plan is implemented.

Ms. Hall notes that the Reorganizing Debtors' Chapter 11 Cases are
large and complex.  The Plan, filed on September 30, 2005,
contemplates final decisions regarding the assumption or rejection
of nonresidential real property leases and, to be consistent with
the plan provisions, the Reorganizing Debtors' time to decide on
the Lease should be extended, she asserts.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATHEROGENICS INC: Equity Deficit Tops $97 Million at Sept. 30
-------------------------------------------------------------
AtheroGenics, Inc., (Nasdaq: AGIX) reported financial results for
the third quarter and nine months ended September 30, 2005.

Research and development expenses for the third quarter increased
to $20.5 million, compared to $16.6 million for the comparable
quarter in 2004.  For the nine-month period ended Sept. 30, 2005,
research and development expenses increased to $56 million,
compared to $44.5 million for the same period in 2004.  The
increase in research and development spending in both periods
resulted from higher clinical trial expenditures associated with
the Company's AGI-1067 program, including the ongoing ARISE Phase
III clinical study, partially offset by the conclusion in 2004 of
two Phase II clinical studies, CART-2 with AGI-1067 and OSCAR with
AGIX-4207.

General and administrative expenses for the third quarter ended
September 30, 2005, increased to $2.1 million compared to
$1.4 million for the same period in 2004.  For the nine months
ended September 30, 2005, general and administrative expenses
increased to $6.1 million compared to $4.8 million for the same
period in 2004.  The increase for both periods was due primarily
to increased spending associated with pre-commercialization
activities and expansion of the management team, as well as higher
legal fees.

AtheroGenics recorded interest expense of $2.3 million during the
quarter, compared to interest expense of $1.3 million in the third
quarter of 2004.  Interest expense for the first nine months
of 2005 was $6.6 million, as compared to interest expense of
$3.9 million for the first nine months of 2004.  The higher
interest in 2005 is attributable to the $200 million principal
amount of 1.5% convertible notes due 2012, issued by the Company
in January 2005.

AtheroGenics' net loss for the third quarter of 2005 was
$23.1 million as compared to $19 million, or $0.51 per share,
reported for the same period in 2004.  Net loss for the first nine
months of 2005 was $63.9 million as compared to a net loss of
$52.1 million or $1.41 per share for the comparable period in
2004.

At September 30, 2005, cash, cash equivalents and short-term
investments totaled $196.7 million.

AtheroGenics, Inc. -- http://www.atherogenics.com/--is focused     
on the discovery, development and commercialization of novel drugs
for the treatment of chronic inflammatory diseases, including
heart disease (atherosclerosis), rheumatoid arthritis and asthma.
The Company has two drug development programs currently in the
clinic.  AtheroGenics' lead compound, AGI-1067, is being evaluated
in the pivotal Phase III clinical trial called ARISE, as an oral
therapy for the treatment of atherosclerosis.  AGI-1096 is a
novel, oral agent in Phase I that is being developed for the
prevention of organ transplant rejection in collaboration with
Fujisawa.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma using its novel vascular
protectant(R) technology.

As of September 30, 2005, the Company's equity deficit widened to
$97,663,888, from a $35,942,382 deficit at December 31, 2004.


AUBURN FOUNDRY: Court Converts Ch. 11 Case to Ch. 7 Liquidation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana in
Fort Wayne converted the chapter 11 case of Auburn Foundry, Inc.,
into a liquidation proceeding under chapter 7 of the Bankruptcy
Code.

In the pleading filed with the Bankruptcy Court, Dennis Maude,
Auburn Foundry's Chief Financial Officer, contended that a
conversion to chapter 7 would best serve the interests of the
Debtor's estate and its creditors.

The Debtor completed the sale of substantially all of its assets
to SummitBridge National Investments, LLC, in June 2005.  As
reported in the Troubled Company reporter on May 10, 2005, Summit
offered to purchase the Debtor's manufacturing plants and related
assets located in the City of Auburn for an undisclosed amount.  

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the    
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AUBURN FOUNDRY: Section 341 Meeting Set for January 26 Next Year  
----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Auburn
Foundry, Inc.'s creditors at 1:00 p.m. on January 26, 2006, at
Room 1194, 1300 South Harrison Street in Fort Wayne, Indiana.

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

In addition, the Bankruptcy Court set April 26, 2006, as the
deadline for all creditors owed money by the Debtor on account of
claims prior to Feb. 8, 2004 to file formal written proofs of
claim.  Creditors must deliver their claim forms to the:

      Clerk of the Bankruptcy Court
      Northern District of Indiana
      Fort Wayne Division
      1300 South Harrison Street
      P.O. Box 2547
      Fort Wayne, Indiana 46801-2547

Governmental units have until April 10, 2006, to file their proofs
of claim.

The Debtor originally filed for chapter 11 protection on
Feb. 8, 2004.  The Bankruptcy Court converted the chapter 11
case to a liquidation under chapter 7 of the bankruptcy code
on Oct. 11, 2005.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the    
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AXIOM PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Axiom Properties, LC
        312 Northwest State Road
        American Fork, Utah 84003

Bankruptcy Case No.: 05-37672

Chapter 11 Petition Date: October 12, 2005

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Robert Fugal, Esq.
                  Bird & Fugal
                  384 East 720 South, Suite 201
                  Orem, Utah 84058
                  Tel: (801) 426-4700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


BAKER TANKS: S&P Reviews Ratings Due to Lightyear Buy-Out Plans
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Baker
Tanks Inc., including the 'B' corporate credit rating, on
CreditWatch with developing implications.

The CreditWatch placement follows the announcement that The
Lightyear Fund L.P., a private equity firm, has entered into a
definite purchase agreement to acquire Baker Tanks from Code
Hennessy & Simmons LLC, another private equity firm.  No details
on the transaction have been provided.

"If the acquisition is financed in such a way as to improve the
company's financial profile, ratings could be raised," said
Standard & Poor's credit analyst Betsy Snyder.  "Alternatively, if
the acquisition resulted in a weaker financial profile, ratings
could be lowered," she continued.

Ratings on Baker Tanks reflect the company's weak financial
profile, and a modest revenue base in the narrow
containment-rental-equipment industry segment.  Ratings also
incorporate the company's position as one of the larger suppliers
of containment rental equipment in the U.S. and its relatively
stable cash flow.

Seal Beach, California-based Baker Tanks operates through a
network of over 50 locations and maintains over 15,000 rental
units, including steel tanks, polyethylene tanks, intermodal and
roll-off containers/boxes, pumps, pipes, hose and fittings, tank
trailers, berms, and filtration products.

Baker Tanks' customers lease these products for:
   
   -- the storage of water, chemicals, and waste streams;

   -- transportation of solid waste; pumping of groundwater,
      municipal waste, and other fluids; and

   -- separation of solids and liquids.  

Code Hennessy & Simmons and management purchased the company from
Hyatt Corp. in December 2003.

The resolution of the CreditWatch will be based principally on
Standard & Poor's assessment of the company's financial profile
under the new owners.


BEAR STEARNS: Fitch Rates $1.16M Certificate Class at B
-------------------------------------------------------
Bear Stearns Asset Backed Securities Trust 2005-SD4 mortgage
pass-through certificates, series 2005-SD4, are rated by Fitch
Ratings:

   Group I Certificates:

     -- $189,077,338 class A, class I-X, and class I-PO 'AAA';
     -- $9,454,000 class I-B-1 'AA';
     -- $3,676,000 class I-B-2 'A';
     -- $2,101,000 class I-B-3 'BBB';
     -- $1,996,000 privately offered class I-B-4 'BB';
     -- $1,155,000 privately offered class I-B-5 'B'.

   Group II Certificates:

     -- $155,072,000 classes II-A-1 and II-A-2 'AAA';
     -- $11,457,000 class II-M-1 'AA';
     -- $5,052,000 class II-M-2 'A';
     -- $2,526,000 class II-M-3 'BBB';
     -- $902,000 class II-M-4 'BBB-'.

The 'AAA' rating on the Group I certificates reflects the 10.00%
subordination provided by the 4.50% class I-B-1, 1.75% class
I-B-2, 1.00% class I-B-3, 0.95% class I-B-4, 0.55% class I-B-5,
and 1.25% class I-B-6.  The 'AAA' rating on the Group II
certificates reflects the 14.25% credit enhancement provided by
the 6.35% class II-M-1, 2.80% class II-M-2, 1.40% class II-M-3,
and 0.50% class II-M-4, along with overcollateralization and
monthly excess interest.  The initial OC for the Group II
certificates is 3.00% with a target OC of 3.20%.

In addition, the ratings on the certificates reflect the quality
of the underlying collateral and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The Group I mortgage pool consists of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $210,085,603.  

As of the cut-off date, Sept. 1, 2005, the mortgage loans had a
weighted average loan-to-value ratio of 80.74%, weighted average
coupon of 6.310%, and an average principal balance of $135,452.  
Single-family properties account for 85.83% of the mortgage pool,
two- to four-family properties 3.66%, and condos 3.23%.  
Approximately 82.66% of the properties are owner occupied.  The
three largest state concentrations are California, Arizona, and
Georgia.

The Group II mortgage pool consists of adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $180,421,785.

As of the cut-off date, Sept. 1, 2005, the mortgage loans had a
weighted average LTV of 75.51%, WAC of 5.785%, and an average
principal balance of $237,085. Single-family properties account
for 73.54% of the mortgage pool, two- to four-family properties
3.31%, and condos 11.22%.  Approximately 86.87% of the properties
are owner occupied.  The three largest state concentrations are
California, Georgia, and Colorado.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see the May 1, 2003, release
entitled, 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation' and the February 23, 2005, release entitled,
'Fitch Revises RMBS Guidelines for Antipredatory Lending Laws',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  JPMorgan Chase Bank, N.A. will
act as Trustee.  Wells Fargo Bank N.A., rated 'RMS1' by Fitch,
will act as Master Servicer for this transaction.


BENCHMARK ELECTRONICS: Earns $20.3MM of Net Income in 3rd Quarter
-----------------------------------------------------------------
Benchmark Electronics, Inc., (NYSE: BHE) reported sales of
$561 million for the quarter ended September 30, 2005, compared to
$505 million for the same quarter last year.  Third quarter net
income was $20.3 million.  In the comparable period last year, net
income was $18.0 million.

"Our third quarter results are a clear indication that our
strategy is working as we delivered double digit growth in sales
and net income," stated Benchmark's President and CEO Cary T. Fu.  
"Our continued focus and execution on meeting our customers' needs
around the world have provided for strong growth, profitability
and increased shareholder value."

"I would like to thank our teams for their performance during the
disruption caused by the Hurricane Rita evacuation that occurred
during the last ten days of the third quarter.  Our team's
flexibility and dedication during this historical event in the
Angleton/Houston area was nothing short of remarkable."

             Third Quarter 2005 Financial Highlights

   -- Operating margin for the third quarter was 4.4%.

   -- Cash flows provided by operating activities for the third
      quarter was $45 million.

   -- Return on invested capital of 12.7%.

   -- Cash and short-term investments balance at September 30,
      2005 of $321 million.

   -- There is no debt outstanding.

   -- Accounts receivable decreased by $8 million during the
      quarter to $302 million; calculated days sales outstanding
      were 48 days.

   -- Inventories increased by $5 million during the quarter to
      $318 million; inventory turns were 6.6 times.

                  Fourth Quarter 2005 Guidance

Revenue in the fourth quarter of 2005 is expected to be between
$585 million and $615 million.  Earnings per share for the fourth
quarter of 2005 are expected to be $0.49 to $0.54 per diluted
share.

Benchmark Electronics, Inc., manufactures electronics and provides
its services to original equipment manufacturers of computers and
related products for business enterprises, medical devices,
industrial control equipment, testing and instrumentation
products, and telecommunication equipment.  Benchmark's global
operations include facilities in eight countries. Benchmark's
Common Shares trade on the New York Stock Exchange under the
symbol BHE.

                         *     *     *

As reported in the Troubled Company Reporter on July 24, 2003,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on Benchmark Electronics Inc. to 'BB-'
from 'B+' and its subordinated debt rating to 'B' from 'B-'.
The outlook is stable.


BOYDS COLLECTION: Taps Houlihan Lokey as Financial Advisors
-----------------------------------------------------------          
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as its
financial advisors and investment bankers.

Houlihan Lokey will:

   1) evaluate the Debtors strategic options and advise them in
      connection with available financing and capital
      restructuring alternatives, including recommendations of
      specific courses of action;

   2) advise and assist the Debtors in connection with the
      development and implementation of key employee retention and
      other critical employee benefit programs;

   3) assist the Debtors with the development, negotiation and
      implementation of a restructuring plan, including
      participation as an advisor to the Debtors in negotiations
      with creditors and other parties involved in restructuring;

   4) advise the Debtors in potential mergers or acquisitions and
      the sale or disposition of any of their assets or businesses
      and assist with the design of any debt and equity securities
      or other consideration to be issued in connection with a
      restructuring transaction;

   5) assist the Debtors in communications and negotiations with
      its constituents, including creditors, employees, vendors,
      shareholders and other parties-in-interest in connection
      with any restructuring transaction; and

   6) render all other financial advisory and investment banking
      services to the Debtors that are necessary in their chapter
      11 cases.

Bradley Jordan, a Vice-President of Houlihan Lokey, disclosed that
his Firm received a $250,000 retainer.

Mr. Jordan reports that Houlihan Lokey will be paid with a
$100,000 monthly fee and on consummation of a sale transaction
that is part of a restructuring transaction, the Firm will be paid
with a deferred fee equal to $1.5 million plus 3% of the equity
value of that transaction.

Mr. Jordan assures the Court that Houlihan Lokey does not
represent any interest materially adverse to the Debtors or their
estates.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. --  http://www.boydsstuff.com/-- designs and  
manufactures unique,  whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


BRICE ROAD: GE Credit Asks to Continue Foreclosure Action
---------------------------------------------------------
General Electric Credit Equities, Inc., wants the U.S. Bankruptcy
Court for the Southern District of Ohio, Western Division, to lift
the automatic stay so it can proceed with the foreclosure action
it had initiated against Brice Road Developments, LLC.  GE Credit
says the Debtor sought bankruptcy protection to stall the
foreclosure process.

                  GE Credit's Prepetition Claim

Brice Road financed the construction of the Kensington
Commons, a 264-unit apartment complex located in Columbus, Ohio,
through a $14.4 million prepetition mortgage from Armstrong
Mortgage Company.

Armstrong held liens and security interests in substantially all
of the Debtor's assets as security for the loan.  GE Credit is a
successor-in-interest to the Armstrong mortgage.

In July 2005, GE Credit filed a complaint with the Franklin
County, Ohio Court of Common Pleas, seeking a monetary judgment
and foreclosure on the Kensington property.  GE Credit says the
Debtor hasn't made a mortgage payment since March 2004.

According to GE Credit, the Debtor is in default on approximately
$1.7 million of principal and interest payments due under the
mortgage as of Sept. 23, 2005.  The Debtor's debt to GE Credit at
Sept. 23 total approximately $14.2 million.  The full amount of
the loan is due and payable because of the default.

              Grounds for Relief from the Stay

Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, tells the
Bankruptcy Court that GE Credit should be allowed to foreclose on
the Kensington property because the Debtor:

    a) filed its chapter 11 petition in bad faith;

    b) has not provided adequate protection for GE Credit's
       collateral; and

    c) no longer has any equity in the Kensington property so the
       property is not necessary for an effective reorganization.

GE Credit points out that the Debtor does not have sufficient
funds to prevent further diminution in the value of the Kensington
Property.  According to GE Credit, the fair market value of the
Kensington Property currently stands at approximately $8 million
to $11.8 million, resulting in a deficiency in the value of the
collateral by as much as $6 million.

Mr. Mallory explains that, because of the continued diminution in
the value of the collateral, GE Credit will be the party most
damaged if the automatic stay remains in full force and effect.  

By lifting the automatic stay, Mr. Mallory contends, GE Credit can
resume the foreclosure action it had successfully launched against
the Debtor.  Mr. Mallory reminds the court that only the Debtor's
bankruptcy filing in Sept. 2005 halted the foreclosure process.  

The Kensington property is currently in the hands of State
Court-appointed receiver Reg Martin.  The Debtor has requested
Mr. Martin to turn over the rights to the property pursuant to
Section 543 of the Bankruptcy Code.

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio. The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).  
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


BURLINGTON INDUSTRIES: Trust Wants Court to Close Chapter 11 Cases
------------------------------------------------------------------
The BII Distribution Trust, successor-in-interest to Burlington
Industries, Inc., and its debtor-affiliates, asks U.S. Bankruptcy
Court for the District of Delaware to enter a final decree:

   -- closing the Chapter 11 cases of Burlington Industries,
      Inc., and Burlington Mills, Inc., except for certain
      remaining matters; and

   -- authorizing it to destroy, or otherwise dispose of,
      relevant documents.

The Trust believes that it is necessary to leave the BII case
open for the limited purpose of allowing the Court to hear and
decide on matters relating to:

   (a) eight disputed and unresolved claims;

   (b) eight pending adversary proceedings in the Debtors'
       Chapter 11 cases;

   (c) the disposition of the remaining assets of the Estates;
       and

   (d) the final distribution to holders of allowed claims and
       the dissolution of the Trust.

Once the remaining estate matters are resolved, the Trust will be
in a position to make a final distribution to Holders of Allowed
Claims, file final tax returns and dissolve itself in accordance
with the Chapter 11 Plan.

Daniel J. DeFranceschi, Esq., at Richards, Layton and Finger, in
Wilmington, Delaware, relates that in addition to the Remaining
Estate Assets, the Trust is in possession of certain documents
pertaining to these bankruptcy cases, including books and records
of the Trust.  Upon the resolution of the Remaining Estate
Matters, the Trust deems it appropriate to destroy, or otherwise
dispose of, the Documents on or after the date that is 120 days
following the date of the Final Distribution.

Mr. DeFranceschi assures the Court that the deposits and property
transfers provided for by the Plan have been completed.  In
addition, most distributions provided for under the Plan have
been made.  Except for the Remaining Estate Matters, all of the
motions and contested claims in the Debtors' cases either have
been, or, by the scheduled hearing, will be finally resolved.

The Trust contends that if the BII Case does not remain open for
the Remaining Estate Matters, it will be necessary to file a
request to reopen the Case for the Court to hear and decide on
the unresolved issues.  Therefore, leaving the BII Case open for
this limited purpose is the most efficient way to comply with the
Court's directive to close the cases and to meet the Trust's
fiduciary obligations to its beneficiaries.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one    
of the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003.  (Burlington Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: CCFC Raises $300 Million in Preferred Stock Sale
--------------------------------------------------------------
Calpine Corporation's indirect subsidiary, CCFC Preferred
Holdings, LLC, issued 300,000 Redeemable Preferred Shares, each
with a paid-up value of $1,000, on October 14, 2005.

CCFC Preferred is an indirect parent of Calpine Construction
Finance Company, L.P.

As reported in the Troubled Company Reporter on Oct. 11, 2005, net
proceeds from the offering of the Redeemable Preferred Shares will
be used as permitted by Calpine's existing bond indentures.  

The Preferred Shares were sold to accredited investors and
qualified institutional buyers in a private placement in the
United States under Section 4(2) and Regulation D under the
Securities Act of 1933.  

Morgan Stanley  & Co. Incorporated acted as placement agent for
the offering.  Net proceeds from the sale of the Preferred Shares
were distributed to Calpine for use in accordance with Calpine's
existing bond indentures.

The Preferred Shares initially accrue dividends at a rate per
annum equal to the six-month U.S. Dollar LIBOR plus a margin of
950 basis points except that upon the occurrence and during the
continuance of certain voting rights triggering events, the rate
per annum for dividends will increase by 200 basis points above
the then-applicable margin.  Dividends will be payable in cash
semi-annually in arrears each February 26 and August 26, beginning
on February 26, 2006.

Voting rights triggering events include, among other things:

   (1) the failure of CCFC Preferred to declare and pay dividends
       when due or to satisfy any mandatory redemption or
       repurchase requirements;  

   (2) the occurrence of a default under CCFC Preferred's term
       loan agreement or the indenture governing CCFC Preferred's
       second priority floating rate notes;  

   (3) the breach of certain other covenants or undertakings with
       respect to the Preferred Shares; and

   (4) certain bankruptcy-related events in relation to the Issuer
       and its subsidiaries.

In addition, upon the occurrence of a voting rights trigger event,
the holders of the Preferred Shares will have the right to elect
CCFC Preferred's board of directors.

CCFC Preferred may redeem any of the Preferred Shares beginning
on October 15, 2008, at an initial redemption price of 100% of
paid-up value plus a premium equal to 5%.  CCFC Preferred will be
required to redeem all of the then outstanding Preferred Shares on
October 14, 2011, at their paid-up value, together with accrued
and unpaid dividends.  

Additionally, CCFC Preferred will be required to redeem or
repurchase Preferred Shares:

   -- upon the occurrence of certain change of control events with
      respect to CCFC Preferred or its direct and indirect parents
      or subsidiaries; and

   -- with the proceeds of certain assets sales, debt issuances,
      and equity issuances, in each case:

      (a) by CCFC Preferred or its direct and indirect
          subsidiaries; and

      (b) to the  extent permitted by, and after compliance with
          all applicable requirements of, the CCFC Financing
          Documents.

The terms of the Preferred Shares require CCFC Preferred and its
subsidiaries to comply with all of its obligations under the CCFC
Financing Documents, as well as certain additional covenants.

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.

                         *     *     *

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).


CELESTICA INC: Incurs $19.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
Celestica Inc. (NYSE: CLS, TSX: CLS/SV) reported its financial
results for the third quarter ended September 30, 2005.

Revenue was $1.994 billion, compared to $2.176 billion in the
third quarter of 2004.

Net loss on a GAAP basis for the third quarter was
($19.6) million, compared to a GAAP net loss for the third
quarter of 2004 of ($24.4) million.  Included in GAAP net loss
for the quarter are charges of $40.9 million associated with
previously announced restructuring plans, and a $6.8 million
charge associated with the company's previously announced option
exchange program approved by shareholders in April of this year.

Adjusted net earnings for the quarter were $27.1 million compared
to $25.3 million for the same period last year.  Adjusted net
earnings is defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and
debt, integration costs related to acquisitions, option expense
and option exchange costs, other charges net of tax

These results compare with the company's guidance for the third
quarter, announced on July 21, 2005, of revenue of $1.9 billion to
$2.2 billion.

For the nine months ended September 30, 2005, revenue decreased
two percent to $6,396 million compared to $6,507 million for the
same period in 2004.  Net loss on a GAAP basis was ($18.6) million
compared to a net loss of ($44.4) million last year.

Adjusted net earnings for the first nine months were
$100.2 million or $0.44 per share compared to adjusted net
earnings of $52.6 million or $0.24 per share in 2004.

"This quarter's results reflect the continued weakness we had
previously highlighted from our largest communications and
information technology end markets," said Steve Delaney, CEO,
Celestica.  "Though our outlook for the December quarter is more
moderate than what we would typically expect, I am very pleased
with our new program wins, the customers we have added and the
opportunities ahead of us. We expect these wins to improve our
end-market diversification and to translate into revenue growth in
2006.  As these new programs ramp, we will focus on completing our
restructuring activities and aggressively managing our costs to
ensure margins are maintained and improved in the coming quarters.   
We will also remain highly focused on our global Lean
implementation, which we believe can translate into the most
competitive and robust supply chains for our customers."

                             Outlook

For the fourth quarter ending December 31, 2005, the company
anticipates revenue to be in the range of $1.9 billion to
$2.1 billion.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader
in the delivery of innovative electronics manufacturing services.
Celestica operates a highly sophisticated global manufacturing
network with operations in Asia, Europe and the Americas,
providing a broad range of integrated services and solutions to
leading OEMs (original equipment manufacturers).  Celestica's
expertise in quality, technology and supply chain management,
enables the company to provide competitive advantage to its
customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

Celestica's 7-5/8% senior subordinated notes due 2013 and 7-7/8%
senior subordinated notes due 2011 carry Moody's Investors
Service's and Standard & Poor's single-B ratings.


CHARTER COMMS: CCO Holdings LLC Inks $600 Million Sr. Loan Pact
---------------------------------------------------------------
Charter Communications Holdings, LLC, and Charter Communications
Holdings Capital Corporation's indirect subsidiaries:

      * CCO Holdings, LLC, and
      * CCO Holdings Capital Corp.,

entered into a new senior bridge loan agreement, on Oct. 17, 2005,
with:

      -- JPMorgan Chase Bank, N.A.,
      -- Credit Suisse, Cayman Islands Branch, and
      -- Deutsche Bank AG Cayman Islands Branch

The lenders committed to lend up to $600 million to CCO Holdings,
LLC.  

The period during which CCO Holdings, LLC, may draw upon the
facility will begin on January 2, 2006, and will end on September
29, 2006.  The CCO Holdings, CCO Holdings Capital guarantees LLC's
obligations under the Agreement.

Beginning on the first anniversary of the first date that CCO
Holdings, LLC, borrows under the Agreement and at any time
thereafter, any lender will have the option to receive "exchange
notes" in exchange for any loan that has not been repaid by that
date.

Each loan will accrue interest at a rate equal to an adjusted
LIBOR rate plus a spread.  The spread will initially be 450 basis
points and will increase:

   (a) by an additional 25 basis points at the end of the
       six-month period following the date of the first borrowing,

   (b) by an additional 25 basis points at the end of each of the
       next two subsequent three month periods; and

   (c) by 62.5 basis points at the end of each of the next two
       subsequent three-month periods.

As conditions to each draw:

   (a) there will be no default under the Agreement;

   (b) all the representations and warranties under the Agreement
       will be true and correct in all material respects; and

   (c) all conditions to borrowing under the April 27, 2004
       Amended and Restated Credit Agreement of Charter
       Communications Operating, LLC (with certain exceptions)
       will be satisfied.

On the earlier of:

   (a) the date that at least a majority of all loans that have
       been outstanding have been exchanged for Exchange Notes;
       and

   (b) the date that is 18 months after the first date that the
       CCO Holdings, LLC, borrows under the Agreement,

the remainder of loans will be automatically exchanged for
Exchange Notes.

The Exchange Notes will mature on the sixth anniversary of the
first borrowing under the Agreement.  The Exchange Notes will bear
interest at a rate equal to the rate that would have been borne by
the loans.  

The indenture governing the Exchange Notes will be based upon the
Borrower's senior notes indenture but with certain modifications
based upon more recent indentures of certain of Charter's other
subsidiaries.

Charter Communications, Inc. -- http://www.charter.com/-- a     
broadband communications company, provides a full range of  
advanced broadband services to the home, including cable  
television on an advanced digital video programming platform via  
Charter Digital(TM), Charter High-Speed(TM) Internet service and  
Charter Telephone(TM). Charter Business(TM) provides scalable,  
tailored and cost-effective broadband communications solutions to  
organizations of all sizes through business-to-business Internet,  
data networking, video and music services. Advertising sales and  
production services are sold under the Charter Media(R) brand.  

At June 30, 2005, Charter Communications' balance sheet showed a  
$5.1 billion stockholders' deficit, compared to a $4.4 billion  
deficit at Dec. 31, 2004.


COMMERCIAL MORTGAGE: S&P's Rating on Class J Certs. Tumbles to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class J
of Commercial Mortgage Lease-Backed Securities LLC's commercial
mortgage lease-backed certificates series 2001-CMLB-1 to 'D' from
'CCC+'.

The downgrade reflects a principal loss to the class due to the
transaction's exposure to Winn-Dixie Inc. and the September 2005
sale of the transaction's exposure to Winn-Dixie Pass-Through
Trust Certificates Series 1999-1.  The sale was made by the
special servicer, Wachovia Bank N.A.

Per the remittance report dated Oct. 21, 2005, the trust
experienced a $5.7 million loss upon the sale of the $22.4 million
exposure to class A-2 of Winn-Dixie 1999-1.

The default of class J from CMLB 2001-CMLB-1 follows Winn Dixie
Inc.'s bankruptcy filing, which occurred earlier this year.  The
loss reduced the principal balance of class J to $6.2 million from
$7.1 million.  

The only remaining exposure to Winn-Dixie Inc. in CMLB 2001-CMLB-1
consists of a credit-tenant lease loan totaling $3.2 million,
which is secured by a store in Dothan, Alabama that is not
currently scheduled for closure.  To date, the aforementioned $5.7
million loss is the only loss the trust has experienced.

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


CONSOLIDATED CONTAINER: J.M. Greene Replaces S.E. Macadam as CEO
----------------------------------------------------------------
Consolidated Container Company reported the appointment of Jeffrey
M. Greene as president and chief executive officer, effective
immediately.  Mr. Greene, age 46, succeeds Stephen E. Macadam, who
resigned effective October 18, 2005.

Mr. Greene brings nearly a quarter century industry experience to
his post, including the past two years as senior vice president of
CCC's Consumer Packaging Group, which he led through a national
expansion.  He joined the company in January 2002 as vice
president of Continental Plastic Containers, a division of CCC,
and played a critical role in its evolution.  His background
includes sales and operating positions at such well-known
companies as Champion International, Union Camp and International
Paper.  Immediately prior to joining CCC, he was senior vice
president of operations at Exopack.

"Jeff is a proven and highly respected industry leader, and we're
delighted that he will be guiding CCC as we look to further
strengthen our already strong market position of producing over
5 billion containers each year for many of the largest branded
consumer products and beverage companies in the world," said Jim
Kelley, chairman of the Management committee and president of
Vestar Capital Partners, the controlling shareholder of CCC.  
"Jeff has been a key member of our senior leadership team for
almost four years, and we have been impressed with his talent,
energy and vision."

Mr. Kelley added, "We are also very grateful to Steve, who made
vast improvements to CCC since joining as CEO in 2001.  He has
been a strong leader and we wish him well.  Steve will continue as
a member of the Board and an investor in CCC."

"I have the privilege of working with very capable colleagues in
the senior management at CCC who have contributed significantly to
the progress we've made in recent years.  I am grateful for their
support as I assume these new responsibilities," Mr. Greene said.
"Together with all 3,500 outstanding colleagues in 57
manufacturing sites, we will continue working to expand our
already solid operating base and driving sales growth by getting
even closer to our customers.  A primary objective is to enhance
the partnership with our customers to create maximum value for
them."

Consolidated Container Company LLC, which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center located in Atlanta, Georgia.  Additionally, the
company has 4 international manufacturing facilities in Canada,
Mexico and Puerto Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Standard & Poor's Ratings Services revised its outlook on
Consolidated Container Co. LLC to stable from positive and
affirmed its 'B-' corporate credit rating and other ratings on
the company.


DANA CORP: S&P Chips Sr. Unsecured Credit Rating to BB from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dana Corp. to 'BB' from
'BB+', and kept the ratings on CreditWatch with negative
implications.

Total outstanding debt at June 30, 2005, was about $2.2 billion,
accounting for finance subsidiary Dana Credit Corp. by
the equity method.  DCC is undergoing an orderly liquidation.

"The downgrade and continuing CreditWatch review reflect the
anticipated continued near-term deterioration of Toledo,
Ohio-based Dana's credit profile, due to more difficult
light-vehicle industry conditions, and the operational
inefficiencies within Dana's automotive systems and commercial
vehicle groups, which will take time to fix," said Standard &
Poor's credit analyst Daniel R. DiSenso.

Dana has announced plans to divest noncore businesses with annual
sales of about $1.3 billion, representing about 14% of the firm's
2004 sales.  The company will also close two facilities in its
automotive systems group and take a number of steps to balance
capacity and enhance manufacturing efficiencies at commercial
vehicle operations.

Later this year, Dana will take $324 million of pretax charges,
and it will take an estimated $21 million of pretax charges in
2006 and 2007.  Total cash outlays from these restructuring
actions are expected to be $27 million, and Dana expects to
achieve more than $20 million of annual savings once the program
is completed.

In addition, Dana expects to achieve more than $40 million of
annual savings from a 5% salaried workforce reduction and changes
to its employee benefit programs.

The accelerated decline in demand for SUVs and market share losses
by two important Dana customers, General Motors Corp. and Ford
Motor Co. will potentially reduce the benefits from Dana's
restructuring actions.

Moreover, very strong demand in North America for commercial
vehicles is expected to weaken materially in 2007, when stricter
and more costly new emissions standards go into effect.  Dana's
commercial vehicles business has not fully benefited from peak
demand -- EBIT margin for the first half of 2005 for this business
was only 7.2% -- and restructuring benefits could be partially
offset by a much weaker market.

Before coming to a ratings decision, Standard & Poor's will review
the details of the restructuring plan with Dana management and
look at the near-term market outlook for light and commercial
vehicles.  S&P will also review the details of Dana's financing
plans and accounting issues and controls.  Dana may be required to
restate its financial statements for 2004 and for the first and
second quarters of 2005.  At this time, the company estimates that
the cumulative effect of potential restatements would reduce net
income by $25 million to $45 million.


DAVID DEEGAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David J. Deegan
        98 Hoyt Street, Apartment 1J
        Stamford, Connecticut 06905

Bankruptcy Case No.: 05-52022

Chapter 11 Petition Date: October 16, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  Zeisler & Zeisler, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234

Total Assets: $228,874

Total Debts:  $1,002,266

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   MBNA America                                     $40,982
   P.O. Box 17054
   Wilmington, DE 19884

   Citibank NA                                      $40,333
   P.O. Box 769006
   San Antonio, TX 78245

   MBNA America                                     $29,986
   P.O. Box 17054
   Wilmington, DE 19884

   Capital One                                      $29,966

   Credigy                                          $21,471

   Bank One                                         $19,700

   Portfolio Recovery Assoc                         $18,099

   Citibank                                         $15,248

   American Express                                 $14,927

   LVNV Funding LLC                                 $14,715

   Citibank NA                                      $13,886

   American Express                                 $13,315

   LVNV Funding LLC                                 $11,834

   United Mortgage                                  $11,746

   First USA Bank                                   $11,136

   Discover Financial Services                      $10,662

   MBNA America                                     $10,344

   American Express                                 $10,137

   Fleet Credit Card Services                        $9,176

   Portfolio Recovery Assoc                            $653


DE KALB HOUSING: S&P Downgrades $1.3 Mil Bond Rating to D from C
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on De Kalb
County Housing Authority, Georgia's $12.6 million multifamily
mortgage bonds series 1996A, issued on behalf of the Regency Woods
I and II projects.  At the same time, Standard & Poor's lowered
its rating on the authority's $1.3 million series 1996C bonds to
'D' from 'C'.

In a notice dated Sept. 27, 2005, the trustee informed bondholders
that the Regency Woods I property was sold on Aug. 29, 2005, and
the Regency Woods II property was sold on Sept. 5, 2005.  Proceeds
of the sale will be distributed to the bondholders.  Series A
bondholders will be paid off in full, including accrued interest
through Oct. 17, 2005.

Series C bondholders are not expected to be paid in full, thus the
rating on these bonds is now 'D' to reflect the loss.  According
to the trustee, series C bondholders will be paid off at a later
date to be announced.

The bonds financed Regency Woods I and II, two affordable
multifamilty projects with 330 units located in northern Atlanta.


DELPHI CORP: Gets Interim Injunction Against Utility Companies
--------------------------------------------------------------          
As reported in the Troubled Company Reporter on Oct. 17, 2005,
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, in Chicago, Illinois, asserted 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 pointed out.  

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 told the U.S. Bankruptcy Court for the Southern
District of New York 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 added.

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.

On an interim basis, The Honorable Robert D. Drain of the Southern
District of New York Bankruptcy Court:

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

    (b) approves the proposed procedures for determining requests
        for additional adequate assurance.

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


DELTA AIR: Comair to Cut 1,000 Jobs & Reduce Fleet by 30 Aircraft
-----------------------------------------------------------------
Delta Air Lines' regional airline subsidiary Comair reported 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."

            Reducing Fleet Ownership and Supplier Costs

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.

                  Adjusting Employment Costs to be
                Competitive in the Regional Industry

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

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

    (a) $17.3 million for pilots;
    (b) $8.9 million for flight attendants; and
    (c) $1 million for mechanics.

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 Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Pay Chicago $1,092,630 on Oct. 31 for Bonds
---------------------------------------------------------------
In August 1992, the City of Chicago issued $33,880,000 in
principal amount of bonds to refinance an earlier series of bonds
issued by the City in 1982.  The earlier bonds had been issued to
finance a portion of the costs of expanding a passenger terminal
building and constructing other facilities used by Delta Air
Lines, Inc., at O'Hare International Airport.

The financing was governed by an Indenture entered into between
the City and Continental Illinois National Bank and Trust Company
of Chicago, as trustee, dated November 15, 1982, and supplemented
by, inter alia, the Second Supplemental Indenture dated August 1,
1992.

Sharon Katz, Esq., at Davis Polk & Wardwell, in New York, relates
that Delta is a party to two separate agreements governing:

    (i) the financing of the expansion and improvement of Delta's
        O'Hare facilities and

   (ii) the actual use and occupancy of those facilities.

Delta and the City are parties to a Special Facility Use
Agreement dated as of August 1, 1982, pursuant to which Delta
makes payments on the 1992 Bonds.  To pay the debt service on the
Bonds, the Original Special Facility Use Agreement, as
supplemented in 1992, requires Delta to make semi-annual Debt
Service Payments to the Trustee.  The Special Facility Use
Agreement also requires Delta to pay certain fees and expenses of
the U.S. Bank National Association, successor-in-interest to
Continental Illinois National Bank and the current Trustee.
Under the Indenture, the City assigned its right to the Debt
Service Payments to the Trustee.

Separate from its obligation to make payments on the Bonds, Delta
enjoys the right to use and occupy its O'Hare facilities under a
separate agreement -- the Amended and Restated Airport Use
Agreement and Terminal Facilities Lease dated as of January 1,
1985.  Under this agreement, Delta is required to make monthly
rental payments to the City for use and occupancy of its O'Hare
facilities.

The next Debt Service Payment -- $1,092,630 -- is due on Oct. 31,
2005.

Delta has commenced and wishes to continue settlement discussions
among the Parties regarding a restructuring of the Agreements.
Those discussions contemplate that the restructuring would provide
Delta with a substantial amount of much-needed liquidity in the
form of an up-front cash payment, in exchange for Delta's
relinquishment of certain exclusive use rights to its O'Hare
facilities.

Ms. Katz maintains that the liquidity generated from the
restructuring would substantially exceed the approximately
$1,000,000 in debt service Delta would pay in the interim.  It may
also enable the parties to avoid a costly litigation regarding the
proper characterization of the debt service payments.

Ms. Katz explains that a litigated dispute would likely center on
the Cross-Default Provisions and the proper characterization of
the Special Facilities Use Agreement.  Delta would argue that the
Cross-Default Provisions are unenforceable in bankruptcy and that
it can assume the Airport Use Agreement and continue to occupy its
O'Hare facilities without making the Debt Service Payments.
In addition, Delta would argue that the Special Facilities Use
Agreement is a financing arrangement and that Delta therefore
would not be required to make the Payments during the pendency of
its bankruptcy.

If Delta does not make the October 31 Payment, it risks a party
taking the position that Delta:

    (a) has not complied with Section 365(d)(3) of the Bankruptcy
        Code, and

    (b) is in default under the Agreements, including by way of
        the Cross-Default Provisions.

On the other hand, if Delta does make the payment, it risks a
party taking the position that its payment waives or prejudices
any argument, in connection with the Bonds or in connection with
another bond issue, that the payment constitutes a prepetition
financing obligation.  Moreover, if a dispute arises and Delta
were ultimately to prevail on a claim that the interest payment
constitutes a prepetition financing obligation, Delta would have
made the payment without the court approval required by Section
363(b)(1).

To negotiate a resolution of certain issues between or among the
Parties, Delta seeks to maintain the status quo by entry of an
order authorizing it to make the October 31 Payment; provided,
that the payment does not waive or prejudice the positions of any
of the Parties, including any argument regarding:

    (i) the enforceability of the Cross-Default Provisions; and

   (ii) the question whether the Debt Service Payments are true
        lease obligations or prepetition financing obligations.

To facilitate the participation of U.S. Bank in the settlement
discussions, Delta also seeks the U.S. Bankruptcy Court for the
Southern District of New York's permission to pay the reasonable
fees and expenses, including attorney's fees, of the Trustee
incurred on or before May 1, 2006, in connection with the
settlement discussions.

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 Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Enter Into Section 1110(a) Stipulations
-----------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates' fleet consists of
over 700 aircraft and a vast amount of related equipment.  Some of
the aircraft are owned by the Debtors and are encumbered by
various financing transactions.

The remaining aircraft and related equipment are leased or
financed pursuant to a wide variety of leasing and financing
agreements including operating leases and leveraged leases.
Approximately 208 of the Delta aircraft and 20 of the Comair
aircraft were financed in transactions involving the issuance of
public aircraft securities, including pass-through certificates,
equipment trust certificates, and enhanced equipment trust
certificates.

The Debtors believe that the market values of many of the aircraft
have declined substantially since the aircraft were originally
leased or financed.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
notes that, although the Debtors were able to negotiate cost
savings for a portion of their fleet as part of their out-of-
court restructuring in 2004, the cost-savings have proven to be
insufficient given other factors, including rising fuel costs.

As part of their Chapter 11 cases, the Debtors plan to seek
additional cost-savings with respect to an even larger portion of
their fleet.  Since the Petition Date, the Debtors have
distributed approximately 185 proposals to a number of Aircraft
Parties seeking reduced payment terms with respect to certain
aircraft.

The Aircraft Equipment may constitute as "equipment" covered under
Section 1110 of the Bankruptcy Code.  The automatic stay under
Section 362 of the Bankruptcy Code vaporizes on the 60th day after
the Petition Date, unless a debtor commits to full contractual
performance and cures on any defaults pursuant to a Section
1110(a) Election.  Pursuant to Section 1110(b), a debtor cannot
unilaterally extend the 60-day period.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to make elections
pursuant to Section 1110(a) and perform obligations under certain
leases and secured financings relating to the Aircraft Equipment.

The Debtors also want to make payments and take other actions as
are necessary to cure defaults and retain protection of the
automatic stay with respect to the Aircraft Equipment in
compliance with Section 1110 and the 1110(a) Election.

In addition, the Debtors seek to enter into stipulations pursuant
to Section 1110(b) with aircraft lessors and financiers extending
the time to perform the Section 1110 obligations.

                      1110(a) Elections

If the Debtors decide to make a Section 1110(a) Election for a
particular Aircraft Agreement, they will:

     -- file and serve notice of the Section 1110(a) Election;

     -- perform all obligations that become due under the
        relevant Aircraft Agreement; and

     -- cure any default under the Aircraft Agreement (other than
        a default of a kind specified in Section 365(b)(2) of the
        Bankruptcy Code, as to which no cure is required):

           (i) in the case of any default that occurred before the
               Petition Date, on or before November 14, 2005; and

          (ii) in the case of any default that occurred after the
               Petition Date and before the expiration of the 60-
               day period provided under Section 1110, on or
               before the later of 30 days after the date of the
               default or November 14.

Objections must be filed and served on or before 4:00 p.m.
prevailing Eastern Time on the date that is 10 days from the date
of the filing of the applicable 1110 Election Notice.  The
Objection must set forth with specificity:

    (1) the party's interest in the affected Aircraft Equipment,
        if any;

    (2) the basis for the Objection;

    (3) the provisions of the Aircraft Agreement or any other
        agreement under which the objecting party contends any
        uncured default exists, if any, and

    (4) the amount, if any, that the objecting party asserts as
        the Cure Amount, if different from that specified by the
        Debtors.

Unless the Court orders otherwise with respect to a specific 1110
Election Notice, upon filing of the Notice before November 14,
2005, and the timely payment of the Cure Amounts:

    (a) all defaults under the applicable Aircraft Agreement
        (other than defaults of a kind specified in section
        365(b)(2) as to which no cure is required) will be deemed
        cured,

    (b) the Notice will be deemed effective as of November 14,
        2005, and

    (c) the 60-day period set forth in Section 1110(a)(2) will be
        deemed to have been extended with respect to the Aircraft
        Equipment identified in the Notice.

If an 1110(a) Objection has been timely filed and the dispute
related to the Aircraft Equipment is not resolved consensually
within 10 days from the Objection, the Debtors will schedule a
hearing to consider the Objection only with respect to the
particular Aircraft Equipment.

Neither the Debtors' 1110 Agreement nor the 1110 Election Notice
will be deemed to constitute an assumption of any Aircraft
Agreement under Section 365.

The Debtors ask the Court to waive the requirement of Local Rule
6006-1(d) to the extent that the rule would otherwise require the
scheduling of hearings with respect to all 1110 Agreements.
According to Mr. Hahn, in view of the unprecedented number of
aircraft with respect to which action must be taken in the brief
60-day period, the requirement would be burdensome on both the
Debtors and the Court, and would not fulfill any useful purpose.

                       1110(b) Stipulations

The Debtors have concluded that it is in the best interest of
their estates to attempt to reach agreements with certain
Aircraft Parties on the terms of new or modified Aircraft
Agreements that are more closely aligned with current market
conditions.

Given the number of Aircraft Agreements that the Debtors may seek
to renegotiate, the number of Aircraft Parties that may be
involved in these negotiations, and the difficulty in identifying
many of these Aircraft Parties, the Debtors are unlikely to
complete this task in the 60-day period provided under Section
1110.

Each 1110(b) Stipulation will provide for an extension of the
deadline established by Section 1110.  In certain cases, the
Stipulation may modify, either on an interim or permanent basis,
certain terms of the relevant Aircraft Agreement.

Each 1110(b) Stipulation will clarify that it does not constitute
an election or an agreement by the Debtors to perform all of their
obligations under the relevant Aircraft Agreement pursuant to
Section 1110(a) of the Bankruptcy Code or any other provision of
the Bankruptcy Code.

Each 1110(b) Stipulation will further clarify that it does not
constitute an assumption of the relevant Aircraft Agreement under
Section 365 and in no way restricts the Debtors' ability to later
restructure the Aircraft Agreement or reject or abandon the
Aircraft Equipment relating to that Aircraft Agreement.

The 1110(b) Stipulations may vary in form to reflect the unique
characteristics (e.g., age, model type and maintenance history) of
the relevant Aircraft Equipment or the differing requirements of
the relevant Aircraft Parties.  The Debtors will communicate these
variations to counsel to the Committee and counsel to each of the
DIP Lenders.

Promptly upon entering into an 1110(b) Stipulation, the Debtors
will file with the Court and serve notices of the Stipulation.

Objections to an 1110(b) Stipulation must be filed and served on
or before 4:00 p.m. prevailing Eastern Time on the date that is
10 days from the date of the filing of the Stipulation.

Any 1110(b) Objection must set forth with specificity the basis
for the objection.

Unless the Court orders otherwise, upon the execution and filing
of an 1110(b) Stipulation and timely performance of their
obligations under the Stipulation by the Debtors:

    (i) the 1110(b) Stipulation will be deemed effective as of
        November 14, 2005, and

   (ii) the 60-day period set forth in Section 1110(a)(2) will be
        deemed to have been extended with respect to the Aircraft
        Equipment for the period provided therein.

If an 1110(b) Objection has been timely filed and the dispute
relating to the Objection is not resolved consensually among the
parties within 10 days of the date of the Objection, the
Debtors will schedule a hearing to consider the Objection.

                        Filing Under Seal

Due to the confidential and sensitive commercial nature of the
information that will be contained within the 1110 Election
Notices and 1110(b) Stipulations, including Cure Amounts and
modifications to the applicable Aircraft Agreements, the Debtors
will file those documents under seal pursuant to Section 107(b) of
the Bankruptcy Code and Rule 9018 of the Federal Rules of
Bankruptcy Procedure.

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 Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DENBURY RESOURCES: Shareholders Approve 2-for-1 Stock Split
-----------------------------------------------------------
Denbury Resources Inc.'s (NYSE: DNR) stockholders have approved an
amendment to the Company's certificate of incorporation to
increase the number of authorized shares of common stock from
100 million shares to 250 million shares and to split the common
stock two-for-one.  This action was taken at a special meeting of
the stockholders held on October 19, 2005.  Stockholders of record
as of the close of business on October 31, 2005, will receive one
additional share of Denbury common stock for each share of common
stock held at that time, to be distributed on November 7, 2005.
The Company will have approximately 115 million shares outstanding
after the stock split.

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing     
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2004,
Standard & Poor's Ratings Services affirms its 'BB-' corporate
credit rating on Denbury Resources, Inc., and revised its outlook
on the company to positive from stable.


DIDIER ROGEZ: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Didier Jacques Rogez
        25617 Fremont Road
        Los Altos, California 94022

Bankruptcy Case No.: 05-58399

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Charles E. Logan, Esq.
                  Law Office of Charles E. Logan
                  95 South Market Street, #660
                  San Jose, California 95113
                  Tel: (408) 995-0256

Total Assets: $14,122,247

Total Debts:  $8,771,315

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of the West              1997 Porsche 993           $15,018
P.O. Box 4002                 105,000 miles
Concord, CA 94524             Poor Condition
                              Value of security:
                              $10,000

Ford Credit                   1999 Ford Explorer          $8,620
P.O. Box 239801               (Son's car)
Las Vegas, NV 89123-0040      Value of security:
                              $8,000

Citi Cards                    Credit card purchases       $2,569
P.O. Box 6401                 (VISA)
The Lakes, NV 88901-6401

Citi Cards                    Credit card purchases       $2,429
P.O. Box 6401                 (MASTERCARD)
The Lakes, NV 88901-6401

Bert D. Rouleau DMD           Medical services              $800
1174 Castro Street, Suite 120
Mountain View, CA 94040

Citi Cards                    Credit card purchases          $33
P.O. Box 6401                 (MASTERCARD)
The Lakes, NV 88901-6401


DOMINIQUE LTD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Dominique, Ltd.
        98 San Jacinto, Suite 2000
        Austin, Texas 78701

Bankruptcy Case No.: 05-17300

Chapter 11 Petition Date: October 12, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  Law Office of Gray Byron Jolink
                  4131 Spicewood Springs Road, Bldg C-8
                  Austin, Texas 78759
                  Tel: (512) 346-7717

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


E*TRADE FINANCIAL: Earns $107.5 Mil of Net Income in Third Quarter
------------------------------------------------------------------
E*Trade Financial Corporation (NYSE: ET) reported results for its
third quarter ended September 30, 2005, reporting net income of
$107.5 million, compared to $79.3 million a year ago.

Consolidated net revenue for the third quarter increased 26
percent to a record $422.8 million from $335.1 million a year ago.  
Total segment income increased 35 percent to $151.1 million from
$111.7 million a year ago, generating a consolidated operating
margin of 35.7 percent compared to 33.3 percent in the year ago
period.  Total client assets increased 28 percent year over year
to $106.4 billion, including a record $19.5 billion in total
customer cash and deposits.  

In the third quarter, net interest income represented 48 percent
of total net revenue, up from 46 percent a year ago.  Bank net
interest spread increased one basis point sequentially and 10
basis points year over year to 223 basis points -- contributing to
annual growth in net interest income of 32 percent.  Total DARTs
increased 29 percent year over year to 125,534, with retail DART
volumes up 50 percent.

The Company raised and narrowed its 2005 earnings guidance range
to $1.04 to $1.09 per share from the previous range of
$0.96 to $1.06.  This range implies results of $0.25 to $0.30 per
share in the fourth quarter.  The revised guidance specifically
excludes a net $0.05 per share gain resulting from the sale of
E*TRADE Consumer Finance, partially offset by costs associated
with the Company's acquisition of Harrisdirect, including
incremental interest expense, restructuring and other deal-related
costs.

"Our strong operating and financial performance, combined with the
power of consolidation, has strengthened the franchise --
accelerating our growth goals and delivering value to customers
and shareholders," said Mitchell H. Caplan, Chief Executive
Officer, E*Trade Financial Corporation.  "In the third quarter we
broadened and deepened our customer relationships through the
continued adoption of E*TRADE Complete, creating growth in all of
the key drivers of our business including assets, cash, borrowings
and transactions."

Other selected highlights from the third quarter of 2005:
    
   -- added 223,900 gross new Retail accounts, with 155,300 in
      trading/investing and 68,600 in deposit/lending accounts;

   -- increased total net revenue per customer by 23 percent and
      total segment income per customer by 32 percent over the
      year ago period;

   -- began expensing stock options through the adoption of FAS
      No.123(R) resulting in an increase of consolidated
      compensation and benefits of approximately $8 million;

   -- announced the acquisition of Harrisdirect from Bank of
      Montreal, which closed on October 6, gaining 430,000
      customer accounts with average balances over $75,000,
      $34 billion in assets, $5 billion in customer cash,
      $900 million in margin debt balances and approximately
      15,000 DARTs;

   -- announced the planned acquisition of BrownCo from JPMorgan
      Chase, gaining 200,000 customer accounts with average
      balances of $145,000, $29 billion in assets, $3.4 billion in
      customer cash, $3.2 billion in margin debt balances, and
      approximately 28,000 DARTs; and

   -- announced the planned acquisition of Kobren Insight
      Management to offer personalized wealth management services
      to retail customers, executing on the Company's regional
      investment advisor strategy.

The E*Trade Financial family of companies provide financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E(x)TRADE Securities LLC (Member
NASD/SIPC).  Bank and lending products and services are offered by
E(x)TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
E*TRADE Financial Corp. as a result of the announcement that
E*TRADE will purchase BrownCo, a discount on-line broker with
approximately 200,000 active customer accounts, from J.P. Morgan
Chase & Co.  S&P said the outlook on E*TRADE is stable.


ENRON CORP: Court Approves JPMorgan Settlement on L/C Disputes
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement agreement between Enron Corporation and
its debtor-affiliates and JP Morgan Chase Bank N.A.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
related that, prior to the bankruptcy petition date, JPMorgan and
Citibank, N.A., as co-administrative agents, and JPMorgan as
paying agent and issuing bank, are parties to a $500,000,000
Letter of Credit and Reimbursement Agreement, dated as of May 14,
2001, with Enron Corp.

JPMorgan issued eight letters of credit:

     Beneficiary                       Applicant    Draw Amount
     -----------                       ---------    -----------
     Union Power Partners, L.P.        NEPCO       $55,827,8375
     Panda Gila River, L.P.            NEPCO       $43,443,0987
     Quachita Power, LLC               NEPCO        $16,437,220
     Quachita                          NEPCO        $24,750,000
     Aquila Risk Management Corp.      ENA          $41,250,000
     Mahonia Limited                   ENA         $150,000,000
     CALPX Trading Services            EPMI         $27,000,000
     California Power Exchange Corp.   EPMI         $15,000,000

According to JPMorgan, the Debtors failed to reimburse
$373,708,155 drawn under the L/Cs.

JPMorgan, as Administrative Agent, filed consolidated proofs of
claim against the Debtors in connection with the Syndicated L/C
Agreement:

     Claim No.   Debtor          Basis For Claim        Amount
     ---------   ------          ---------------        ------
       11166     Enron            Reimbursement       $374,456,329
       11233     Enron            Subrogation         Unliquidated
       11234     NEPCO            Subrogation         Unliquidated
       11235     ENA              Subrogation         Unliquidated
       11236     EPMI             Subrogation         Unliquidated
       22135     NEPCO            Subrogation         Unliquidated
       22136     NEPCO Power      Subrogation         Unliquidated
       22137     Enron Power      Subrogation         Unliquidated
       22138     NEPCO Services   Subrogation         Unliquidated

On December 24, 2002, JPMorgan filed a complaint against the
Debtors to recover the amounts it paid in connection with L/Cs
issued to Union Power, Panda Gila, and Quachita, plus interest,
costs and expenses.

According to Mr. Rosen, JPMorgan, as Issuing Bank, Enron and
NEPCO contend that:

       (i) Quachita drew amounts on the Quachita L/Cs that
           exceeded the amounts to which Quachita was entitled
           under a Turnkey, Engineering, Procurement, and
           Construction Agreement, dated June 27, 2000,
           between NEPCO and Quachita, and

      (ii) if the amounts drawn were proper at the time of each
           drawing, Quachita has since retained an amount in
           excess of that portion, if any, that it is entitled to
           retain.

Each of JPMorgan, as Issuing Bank, Enron and NEPCO, also contends
that Quachita, Cogentrix Quachita Holdings, Inc., and Cogentrix
Energy, Inc., have wrongfully retained and are wrongfully
retaining the Quachita Overdraws.

Under an amended complaint, dated February 24, 2003, JPMorgan
seeks to recover, among other things, the amount of the Quachita
Overdraws from Quachita, Cogentrix Quachita, and Cogentrix.

On May 20, 2004, Enron and NEPCO filed a complaint to recover the
Quachita Overdraws from Quachita, Cogentrix Quachita, and
Cogentrix.

On January 9, 2004, the Debtors filed an avoidance action against
various parties, including JPMorgan.  In the complaint, the
Debtors object to claims filed by JPMorgan in connection with the
Syndicated L/C Agreement.

Over a period of several months, the Debtors and JPMorgan have
engaged in discussions to resolve matters of controversy between
them.

                     Settlement Agreement

The settlement agreement between the parties provides these
terms:

  (A) Dismissal of JP Morgan Adversary.  JPMorgan will file with
      the Bankruptcy Court a stipulation dismissing the JPMorgan
      Syndicated Adversary;

  (B) Assistance in Quachita Litigations.  The parties will use
      their reasonable best efforts to cooperate and assist each
      other in their efforts to pursue the Quachita Overdraws in
      the Enron Quachita Lawsuit and the Syndicated Cogentrix
      Lawsuit;

  (C) Reduction of the Claims.  If and to the extent that the
      Enron Entities recover any amounts from any third party with
      respect to the Quachita Overdraws, the Claims will be
      reduced, on a dollar-for-dollar basis to the extent of
      monies collected and recovered.  The Enron Entities will
      deliver all amounts, net of their out-of-pocket fees and
      expenses incurred in connection with the collection and
      recovery, to JPMorgan.

      To the extent JPMorgan recovers any amounts from any third
      party with respect to the Quachita Overdraws, JPMorgan will
      be entitled to retain the terms and conditions of the
      Syndicated L/C Agreement and the Claims will be reduced on a
      dollar-for-dollar basis to the extent of monies collected
      and recovered;

  (D) Partial Allowance/Bifurcation of L/C Claims.  The Debtors
      will withdraw the Claims Objection with respect to four L/C
      Claims, solely to the extent of non-Recovery Action
      Indebtedness, and those Claims will be deemed allowed,
      solely on a pro rata basis, as Joint Liability Claims in
      these amounts:

       Current              Non-Recovery Action
       Claim No.   Debtor     Indebtedness        Class
       ---------   ------   -------------------   -----
        11166      Enron      $253,085,664          4
        11235      ENA        $129,349,938          5
        11236      EPMI        $28,406,261          6
        22135      NEPCO       $94,997,404         67

  (E) Assignment of New Claim Numbers.  Enron will cause the
      docketing agent to:

         (i) assign new claim numbers to the Allowed Claims and
             reflect the Claims on the claims registry, and

        (ii) reduce Claims Nos. 11166, 11235, 11236, and 22135 by
             the aggregate amount of the Allowed Claims.

  (F) Disputed Claims.  Upon allowance, and the re-docketing and
      re-numbering of the Allowed Claims, Claim Nos. 11166, 11235,
      11236, and 22135 will reflect solely the Recovery Action
      Indebtedness and will be reflected by the docketing agent in
      the claims registry as "disputed":

                            Non-Recovery Action
       Claim No.   Debtor     Indebtedness        Class
       ---------   ------   -------------------   -----
        11166      Enron       $104,790,585          4
        11235      ENA          $53,419,666          5
        11236      EPMI         $11,731,378          6
        22135      NEPCO        $39,232,564         67

  (G) Treatment of Disputed Claims.  The Disputed Claims will
      remain subject to the Claims Objection and all parties
      reserve their rights with respect thereto; provided,
      however, that the Enron Entities agree that they will not
      seek or attempt to subordinate the Claims of any holder of a
      portion of the Claims on the basis that JPMorgan served as
      the Co-Administrative Agent, Paying Agent and Issuing Bank;

  (G) Disallowance of Other Claims.  Claims Nos. 11233, 11234,
      22136, 22137, and 22138, will be deemed disallowed and
      expunged in their entirety;

  (G) Distributions on Claims.  Payments pursuant to the Plan to
      holders of Claims constituting the Allowed Claims and, to
      the extent allowed, the Disputed Claims will be made to
      JPMorgan, in its capacity as Paying Agent; and

  (H) Releases and Indemnification.  The Enron Parties and
      JPMorgan will release and indemnify each other from claims
      and liabilities.

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

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


ENRON CORP: Gets Court Nod on TPL Guaranty Claims Settlement Pact
-----------------------------------------------------------------
As previously reported, Enron Capital & Trade Resources Limited,
an affiliate of Enron Corp., and Teesside Power Limited are
parties to a Power Purchase Agreement, dated June 26, 1991, as
amended.

Enrici Power Marketing Limited, an affiliate of Enron, and TPL
are parties to a Power Purchase Agreement dated June 26, 1991, as
amended.

On Nov. 29, 2001, ECTRL was placed into administration in the
United Kingdom.

In connection with its subsidiaries' obligations under the PPAs,
Enron issued guaranties in favor of TPL:

       Issue Date     Subsidiary
       ----------     ----------
       06/26/1991     Enrici
       06/26/1991     Enron Power (U.K.) Limited.
       12/31/1998     Enron Europe Limited.
       06/21/2000     ECTRL

On October 11, 2002, TPL filed Claim No. 10784 as a general
unsecured claim against Enron for GBP597,357,687, equivalent to
$849,263,424, plus contingent unliquidated amounts based on the
ECTRL Guaranty.

TPL filed contingent and unliquidated claims against the Debtors
on account of the other guaranties.  TPL asserts Claim Nos.
10781, 10782 and 10783 with respect to the Enrici, EPL and EEL
Guaranties.

The Reorganized Debtors objected to the Claims.

After arm's-length negotiations, the Reorganized Debtors and TPL
agree that:

    (i) the ECTRL Guaranty Claim will be allowed as a Class 4
        general unsecured claim against Enron for $610,509,800;

   (ii) the Enrici Guaranty Claim will be allowed as a Class 4
        general unsecured claim against Enron for $297,210,478;

  (iii) the EPL Guaranty Claim and EEL Guaranty Claim will be
        disallowed and expunged with prejudice;

   (iv) the amounts of the Allowed Enrici Guaranty Claim and the
        Allowed ECTRL Guaranty Claim include $1,192,840 and
        $5,823,625, respectively, for Value Added Tax liability
        under the PPAs based on supplies by TPL to ECTRL and
        Enrici under the PPAs.  TPL will be entitled to an
        increased Class 4 general unsecured claim in the event
        that HM Revenue and Customs determines within 2 years from
        the date of the Settlement that TPL's VAT liability under
        the PPAs is greater than the amounts set forth; and

    (v) they will mutually release one another from all
        liabilities in connection with the Guaranties.

Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to approve their settlement
agreement with TPL.

The Court approves the settlement agreement.

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

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


ENRON CORP: Court Approves General Electric Settlement Agreement
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, American
Electric Power Service Corporation filed Claim No. 13802 against
Enron Wind Systems, Inc., on account of damages for breach of
warranty under an agreement entered into in connection with the
construction of a wind farm located near Fort Davis, Texas.

The Debtors objected to the AEP Claim.  They claimed that General
Electric Company assumed the liability to the Claim pursuant to a
purchase agreement between them.  On April 15, 2002, the Court
had approved GE's acquisition of the U.S. and European
manufacturing assets relating to the Debtors' Enron Wind
Business.

On June 30, 2005, the Reorganized Debtors filed a motion to
enforce the terms and provisions of the Purchase Agreement and
compel GE to take all actions consistent with its assumption of
the liability for the warranty claims set forth in the AEP Claim.

After arm's-length negotiations, the Reorganized Debtors and GE
agree that:

    (1) the AEP Claim will be deemed disallowed and expunged in
        its entirety;

    (2) the Reorganized Debtors will withdraw the GE Motion; and

    (3) they will exchange mutual releases of claims in
        connection with the AEP claim provided that:

         -- the Reorganized Debtors do not waive or release GE
            from claims and causes of action in connection with
            the avoidance action it filed against GE on
            November 20, 2003, and amended on March 9, 2004, and

         -- other than the AEP Claim, the parties do not waive any
            claims, liabilities or other issues relating to the
            Sale Order and the Purchase Agreement.

The Court approves the settlement agreement between the Debtors
and General Electric Company.

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

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


EXIDE TECH: Compensation Actions for Four Senior Officers Approved
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Gordon A. Ulsh, president and chief executive officer
of Exide Technologies, discloses that on Oct. 13, 2005,
Exide's Compensation Committee approved these compensation
actions for four senior corporate officers:

   Officer      Designation         Incentive     Increase
   -------      -----------         ---------     --------
   Bregman,     President                         from 40% to
   Mitchell S.  Industrial Energy                 50% of base
                Americas              bonus       salary

   Reverchon,   President                         from 40% to
   Rodolphe     Transportation                    50% of base
                Europe                bonus       salary

   Damaska,     VP, Corporate                     from $235,000
   Phillip A.   Controller            salary      to $255,000

   Kupinsky,    Exec. VP                          from $283,250
   Stuart H.    Gen. Counsel &        salary      to $350,000
                Secretary

Mr. Ulsh emphasizes that the targeted bonus under Exide's
Corporate Incentive Plan for Messrs. Bregman and Reverchon are
payable upon achievement of certain corporate goals.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and   
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


FEDERAL-MOGUL: Incurs $48 Million Net Loss in Third Quarter
-----------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported its
financial results for the three and nine-month periods ended
September 30, 2005.

Federal-Mogul reported net sales of $1,500 million for the
three-month period ended September 30, 2005, consistent with the
comparable period of 2004.  For the nine-month period ended
September 30, 2005, net sales increased by $173 million, or 4%, to
$4,799 million when compared to the same period of 2004, of which
$82 million is due to favorable foreign currency.

Gross margin for the three and nine-month periods ended
September 30, 2005, when compared to the same periods of 2004,
decreased by $49 million and $99 million, respectively.  Increased
pension costs adversely affected gross margin for the three and
nine month periods ended September 30, 2005 by $14 million and
$43 million.  While raw material costs for the three months ended
September 30, 2005, were comparable with those of the same period
in 2004, raw material cost inflation reduced gross margin for the
nine months ended September 30, 2005 by $40 million.  Both the
three and nine month periods ended September 30, 2005 were further
impacted by other factors, primarily unfavorable volume and
product mix.  Management continues to identify and implement cost
reduction and pricing strategies to mitigate the impact of these
adverse factors.


Federal-Mogul reported a loss from continuing operations before
income taxes for the three-month period ended September 30, 2005
of $48 million compared with earnings from continuing operations
before income taxes of $6 million for the same period of 2004.  
For the nine-month period ended September 30, 2005, the Company
reported a loss from continuing operations before income taxes of
$56 million, a decrease of $78 million from the same period of
2004.  In addition to those same factors affecting gross margin,
the year over year declines in results from continuing operations
are primarily attributable to the impact of higher average
interest rates, and the non-recurrence of a one-time gain recorded
against Chapter 11 costs during third quarter of 2004, partially
offset by reduced selling, general and administrative expenses.

The Company reported Operational EBITDA of $115 million and
$401 million for the three and nine month periods ended
September 30, 2005.  When compared to the same period of 2004,
Operational EBITDA decreased by $21 million and $46 million,
respectively, including $17 million and $53 million of increased
pension expense.  

Combining cash provided from operating activities with cash used
by investing activities, the Company has generated positive cash
inflows of $47 million for the nine months ended September 30,
2005, compared with $83 million for the comparable period of 2004.

"While our year-over-year net sales increased, several industry-
wide challenges, such as increased pension expense, the continued
high cost of raw materials, and higher interest rates, impacted
our financial performance" said Chairman, President and Chief
Executive Officer Jos‚ Maria Alapont.  "We continue to drive our
global profitable growth strategies, focusing on excellence in
customer service and advancing our leading technology at the most
competitive cost."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.


FLYI INC: NASDAQ Says Market Cap Must Top $15 Million by Jan. 19
----------------------------------------------------------------
The NASDAQ Stock Market, Inc., notified FLYi, Inc. (Nasdaq: FLYI)
that for the 30 consecutive trading days preceding the date of its
notification, the company's common stock has not maintained the
minimum aggregate market value of publicly held shares of
$15 million required for continued inclusion on the NASDAQ
National Market pursuant to NASDAQ Marketplace Rule 4450(b)(e).

The letter further notified the company that, in accordance with
NASDAQ Marketplace Rule 4450(e)(1), the company will be provided
90 calendar days, or until Jan. 19, 2006, to regain compliance
with the MVPHS requirement.  Compliance will be achieved if the
MVPHS is $15 million or more for 10 consecutive trading days prior
to Jan. 19, 2006.

The letter from NASDAQ further stated that if the company does not
regain compliance with the Marketplace Rules by Jan. 19, 2006,
NASDAQ will provide notice that the company's common stock will be
delisted from the NASDAQ National Market.  In the event of such
notification, the company would have an opportunity to appeal
NASDAQ's determination.  The letter also noted that the company
would have the opportunity to apply to transfer its common stock
to the NASDAQ Capital (SmallCap) Market and that, if the company
submits a transfer application and pays the applicable listing
fees by Jan. 19, 2006, the initiation of delisting proceedings
will be stayed pending NASDAQ staff review of the application.

As previously disclosed, the company was informed by NASDAQ that
the bid price of the company's common stock had closed below the
$1.00 per share minimum required for continued inclusion on the
NASDAQ National Market pursuant to NASDAQ Marketplace Rule
4450(a)(5).  That notice further stated that, in accordance with
NASDAQ Marketplace Rule 4450(e)(2), the company has been provided
until Nov. 23, 2005, to regain compliance with the minimum bid
price requirement.  At the company's annual meeting, stockholders
granted the Board of Directors discretion to amend the company's
certificate of incorporation to effect a reverse stock split,
which authorization was sought so that a reverse stock split might
enable the company to regain compliance with the minimum bid price
requirement.  If and when the Board determines to implement a
reverse split, the company will at that time announce its
intention, the effective date of the reverse split and the actual
ratio to be applied.

                         Financial Woes

In its Form 8-K filed with the SEC on Aug. 11, 2005, the carrier
reported a net loss of $98.5 million for second quarter 2005,
compared to second quarter 2004 net loss of $27.1 million.

Revenue fell 24% to $117.5 million, and the Company's unrestricted
cash was down to $66 million, from $107 million at the start of
the quarter and $169 million at the end of 2004.

At June 30, 2005, FLYi, Inc.'s balance sheet showed a $29,383,000
stockholders' deficit, compared to $167,134,000 of positive equity
at Dec. 31, 2004.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi Inc. (CC/Watch Neg/--) to negative from
developing.

"The revision in CreditWatch status follows FLYi's second-quarter
10-Q filing, which continued to indicate substantial doubt about
the airline's ability to continue as a going concern," said
Standard & Poor's credit analyst Betsy Snyder.

                       Bankruptcy Warning

The company disclosed in its second-quarter 10-Q report with the
SEC that it has engaged advisers and is making contingency plans
for a potential Chapter 11 bankruptcy filing.

Headquartered in Dulles, Va., FLYi Inc. -- http://www.flyi.com--   
is the parent of Independence Air Inc., a small airline based at
Washington Dulles International Airport.  Independence Air offers
low fares every day to a total of 45 destinations across America
with comfortable leather seats and Tender Loving Service(SM).


FOAMEX INT'L: Gets Final Court Approval on $320-Mil DIP Facility
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 23, 2005, the Honorable Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware allowed Foamex
International Inc., and its debtor-affiliates to access up to
$221 million of the $240 million DIP Revolving Credit Facility
arranged by Bank of America and obtain a new $80 million DIP Term
Loan from Silver Point.

On Oct. 17, 2005, the Court authorized the Debtors to execute and
deliver all instruments and documents, and to pay all fees, that
is required under the DIP Financing, including:

   (a) the execution, delivery and performance of the Loan
       Documents;

   (b) the execution, delivery and performance of amendments to
       the DIP Credit Agreements for additional financial
       institutions and reallocating the commitments for the
       Financing; and

   (c) the non-refundable payment of the Agents or Lenders of the
       fees referred to in the DIP Financing Documents and
       reasonable costs and expenses, provided that the Debtors
       will provide copies of all invoices to counsel for the
       Official Committee of Unsecured Creditors.

Judge Walsh rules that the superpriority claims granted to Bank
of America will be senior in all respects to the superpriority
claims granted to Silver Point.  With respect to avoidance
actions, the DIP Obligations will constitute allowed
administrative expense claims, pari passu with all other holders
of allowed administrative expense claims.

The superpriority claims and the DIP collateral, Judge Walsh
declares, are not payable from, or have recourse to, any payments
payable directly to third parties arising under any liability
insurance policies maintained by the Debtors or Foamex Canada,
Inc.

The Court also authorizes the Debtors to use all Cash Collateral
of U.S. Bank National Association, as senior secured notes
trustee and collateral agent.  U.S. Bank is granted replacement
security interest with respect to the use of its Cash Collateral
and any diminution in the value of the Collateral.

The replacement lien is subordinate only to other valid and
enforceable liens existing as of the Petition Date, the DIP Liens
granted to Bank of America and Silver Point for the benefit of
the DIP Lenders, and the Carve Out for U.S. Trustee fees and
unpaid fees and expenses of bankruptcy professionals.

As additional adequate protection, the Court directs the Debtors
to pay the fees and expenses of O'Melveny & Myers LLP, the local
counsel to the Ad Hoc Committee, Houlihan Lokey Howard & Zukin,
and U.S. Bank, as Senior Secured Notes Trustee.

Unless all DIP Obligations have been paid, the Debtors will not
seek:

   (a) any modifications or extensions of the DIP Order without
       the written consent of the Agents; or

   (b) an order dismissing any of their Chapter 11 cases.

Any official committee or other parties-in-interest have until
January 15, 2006, to investigate and file actions challenging the
validity, enforceability, priority and extent of the Debtors'
prepetition obligations, and all the liens and security
interests.  

A full-text copy of the 33-page Final DIP Order is available for
free at http://bankrupt.com/misc/Foamex_final_DIP_order.pdf

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


FOAMEX INT'L: Can Employ Miller Buckfire as Financial Advisor
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Oct. 3,
2005, as financial advisor, Miller Buckfire will render investment
banking services to Foamex International Inc., and its debtor-
affiliates, which will include:

   (a) assisting the Debtors in the analysis, design and
       formulation of its various options in connection with a
       Restructuring, which may include a Financing and Sale;

   (b) advising and assisting the Debtors in the structuring and
       effectuation of the financial aspects of transactions;

   (c) provide financial advise and assistance to the Debtors in
       developing and seeking approval of a plan of
       reorganization, including assisting the Debtors in
       negotiations with the Debtors' constituencies;

   (d) if applicable, identifying, soliciting and negotiating
       with potential Investors in connection with any Financing
       or potential acquirers in connection with any Sale; and

   (e) participating in hearings before the U.S. Bankruptcy Court
       for the District of Delaware with respect to matters upon
       which Miller Buckfire has provided advice, including, as
       relevant, coordinating with the Company's counsel.

The Debtors propose to pay Miller Buckfire:

    -- a $150,000 Monthly Advisory Fee.  The Monthly Advisory
       Fee will be credited in full against any Restructuring
       Transaction Fee payable to Miller Buckfire.

    -- a Restructuring Transaction Fee equal to 1% of the allowed
       amount of the Debtors' first and second lien and
       subordinated bond indebtedness only.

The Debtors will also reimburse the firm for its travel and other
reasonable out-of-pocket expenses incurred.

Before the Petition Date, the Debtors paid Miller Buckfire
$600,000 for Monthly Advisory Fees and financing fees of
$3,200,000 in connection with the refinancing of credit
facilities and obtaining DIP Financing commitments.

As customary, the Debtors will indemnify Miller Buckfire and its
affiliates under certain circumstances.

Ronen Bojmel, a principal at Miller Buckfire, attests that the
firm does not have any connection with any Debtors, their
affiliates, their creditors or any other interested parties; is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code; and does not hold or represent any interest
adverse to the Debtors or their estates.

The Honorable Peter J. Walsh of the District of Delaware
Bankruptcy Court approves the Debtors' request and modifies the
indemnification provisions agreed upon by the parties:

   (a) Miller Buckfire is not entitled to indemnification,
       contribution or reimbursement other than the financial
       advisory and investment banking services provided in the
       Engagement Letter, unless approved by the Court.

   (b) The Debtors are not obligated to indemnify any person, or
       provide contribution or reimbursement to any person, to
       the extent any claim or expense is either judicially
       determined to have arisen from that person's bad faith,
       gross negligence or willful misconduct, or settled before
       a judicial determination.

   (c) If Miller Buckfire believes it is entitled to
       indemnification and reimbursement payment, it must file an
       application, and the Debtors may not pay any amount before
       the entry of a Court order.

Furthermore, Judge Walsh rules that none of Miller Buckfire or
its affiliates will have any liability to the Debtors or any
person asserting claims on behalf of the Debtors.

The Court makes it clear that since Miller Buckfire was retained
as an independent contractor, it does not have authority to bind,
represent or act as an agent, executor, administrator, trustee,
lawyer or guardian for the Debtors.  Miller Buckfire also does
not have authority to manage the Debtors' money or property.

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


FOAMEX INT'L: Court Sets December 5 as General Claims Bar Date
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 17, 2005, Foamex International Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware 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.  

                     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.

                         Court Approval

The Honorable Peter J. Walsh of the District of Delaware
Bankruptcy Court directs entities holding a prepetition claim
against the Debtors to file a proof of claim by the December 5
General Bar Date.  Judge Walsh sets the General Bar Date as the
date that is 45 days after the Bar Date Notice Package are mailed.

Judge Walsh permits any entity asserting claims against the
Debtors for personal or bodily injury and wrongful death arising
out of the 2003 Station Fire to file:

   (a) a consolidated proof of claim with other entities
       asserting claims, provided that the consolidated claim
       identifies all the entities asserting claims through the
       consolidated claim and the amounts asserted by each
       claimant;

   (b) a proof of claim asserting unliquidated claims;

   (c) a proof of claim asserting claims against the Debtors
       provided that the claim identifies the particular Debtors
       against whom the claims are asserted; and

   (d) a proof of claim by and through any authorized agent.

The Court does not require ACE American Insurance Company to file
any proofs of claim in the Debtors' bankruptcy cases.

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


FREEDOM RINGS: Wants Young Conaway as Bankruptcy Counsel
--------------------------------------------------------
Freedom Rings, LLC, asks the Honorable Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor, LLP, as its bankruptcy
counsel, nunc pro tunc to Oct. 16, 2005.

Young Conaway will:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in the continued
       operation of its business and management of its properties;

   (b) assist in the preparation and pursuit of confirmation of a
       plan and approval of a disclosure statement;

   (c) prepare, on behalf of the Debtor, necessary applications,
       motions, answers, orders, reports and other legal papers;

   (d) appear in Court and to protect the interests of the Debtor
       before the Court; and

   (e) perform all other legal services for the Debtor, which may
       be necessary and proper in the Debtor's bankruptcy case.

M. Blake Cleary, Esq., a partner at Young Conaway Stargatt &
Taylor, LLP, discloses that the Firm received a $100,000 retainer.

The current hourly rates of professionals engaged are:

      Professional                     Hourly Rate
      ------------                     -----------
      M. Blake Cleary, Esq.                $385
      Matthew B. Lunn, Esq.                $290
      Margaret B. Whiteman, Esq.           $225
      Gregory J. Babcock, Esq.             $200
      Kimberly A. Beck                     $145

The Debtor believes that Young Conaway Stargatt & Taylor, LLP, is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

With nearly 100 attorneys in Wilmington, Delaware, Young Conaway
Stargatt & Taylor, LLP -- http://www.ycst.com/home.asp--  
represents national, international and local clients handling
sophisticated advisory and litigation matters.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268).  M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated between $10 million to
$50 million in assets and debts.


FREEDOM RINGS: Wants Donlin Recano as Claims & Noticing Agent
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Freedom Rings, LLC, permission to employ
Donlin Recano & Company, Inc., as its claims, noticing and
balloting agent.

Donlin Recano will:

   (a) prepare and serve required notices in the Debtor's
       chapter 11 case, including:

       (1) a notice of commencement of the Debtor's bankruptcy
           case and the initial meeting of creditors under
           Section 341(a) of the Bankruptcy Code;

       (2) a notice of the claims bar date;

       (3) notices of objections to claims;

       (4) notices of any hearings on a disclosure statement and
           confirmation of a plan or reorganization;

       (5) other miscellaneous notices as the Debtor or the Court
           may deem necessary or appropriate for an orderly
           administration of the Debtor's bankruptcy case; and

       (6) assist in the publication of required notices, as
           necessary;

   (b) within five business days after the service of a particular
       notice, prepare for filing with the Clerk's Office an
       affidavit of service that includes:

       (1) a copy of the notice served;

       (2) an alphabetical list of persons on whom the notice was
           served, along with their addresses; and

       (3) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtor's chapter 11 case;

   (d) maintain official claims register in the Debtor's case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       (1) the name and address of the claimant or interest holder
           and any agent if the proof of claim or proof of
           interest was filed by an agent;

       (2) the date the proof of claim or proof of interest was
           received by Donlin Recano or the Court;

       (3) the claim number assigned to the proof of claim or
           proof of interest; and

       (4) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (f) transmit to the Clerk's Office a copy of the claims
       register on a weekly basis, unless requested by the Clerk's
       Office on a more or less frequent basis;

   (g) maintain a current mailing list for all entities that
       have filed proofs of claim or proofs of interest and
       make the list available to the Clerk's Office or any
       party-in-interest upon request;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtor's case without charge during regular business hours;

   (i) create and maintain a public access website setting forth
       pertinent case information and allowing access to
       electronic copies of proofs of claim or proofs of interest;

   (j) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and give notice of those transfers as required by
       Bankruptcy Rule 3001(e);

   (k) assist the Debtor in the reconciliation and resolution of
       claims;

   (l) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (m) assign temporary employees to process claims, as necessary;

   (n) promptly comply with further conditions and requirements as
       the Clerk's Office or the Court may at any time prescribe;

   (o) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (p) provide other claims processing, noticing, balloting,
       disbursing and related administrative services as may be
       requested from time to time by the Debtor.

Louis A. Recano, a principal at Donlin Recano & Company, Inc.,
disclosed that the Firm will receive a $1,000 retainer.  The
current hourly rates of professionals engaged are:

      Designation               Hourly Rate
      -----------               -----------
      Principal                 $65 to $275
      Other professionals       $140 (Average)

The Debtor believes that Donlin Recano & Company, Inc., is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Donlin Recano & Company, Inc. -- http://donlinrecano.net-- is a  
data processing firm that specializes in chapter 11
administration, consulting and analysis, including noticing,
claims processing, voting and other administrative tasks in
chapter 11 cases.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268).  M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated between $10 million to
$50 million in assets and debts.


GOLD KIST: Moody's Affirms $130 Million Unsec. Notes' Rating at B2
------------------------------------------------------------------
Moody's Investors Service affirmed Gold Kist Inc.'s B2 senior
unsecured and B1 corporate family ratings, as well as its SGL-1
speculative grade liquidity rating, and changed the rating outlook
to positive from stable.

The change in ratings outlook to positive reflects Gold Kist's
leverage reduction over the past year, as well as its strong
liquidity profile which has improved the company's financial
flexibility.

Ratings affirmed are:

   1) $130 million senior unsecured notes, due 2014 at B2
   2) Corporate family rating at B1
   3) Speculative grade liquidity rating at SGL-1

Moody's does not rate the company's $125 million senior secured
revolving credit facility, maturing 2007; or approximately
$16 million of other unsecured debt.

Gold Kist's ratings are limited by its business concentration on a
single protein (chicken) and the inherent earnings volatility of
the poultry business.  Gold Kist is exposed to volatile commodity
input and output prices that have at times caused wide swings in
the company's profitability (on occasion over 100% per year).  In
addition, a large portion of Gold Kist's sales are from the
commodity fresh and frozen chicken segment, which is more
susceptible to competitive pricing and margin pressures; only 15-
20% of its products are further processed.

The company also operates within a very mature, highly
competitive, and low margin industry which lacks the earning
stability enjoyed by larger and more diversified food companies.
While Gold Kist has benefited from very favorable industry
conditions over the past year, Moody's expects these unusually
strong conditions to weaken in the years ahead.

The ratings also consider that poultry markets can be materially
impacted by international trade-related issues such as the
establishment of tariffs or import regulations by key export
markets.  Export markets are important to US chicken processors as
they provide an outlet for dark meat and other chicken products
not valued by the US consumers.  In addition, poultry operations
are exposed to potential disease and product contamination related
losses.

Moody's views as growing event risk the present global spread of
high pathogenic avian influenza.  While the largest concentration
of the disease is in certain Asian countries, the disease is
spreading.  It is impossible to tell if the disease will become a
material problem in the US.  But, should an outbreak occur,
trading partners could prohibit the import of US poultry with
negative repercussions for US producers and processors.

Gold Kist's ratings are supported by its position as the third
largest US chicken processor, with an estimated market share of
about 9%, behind Tyson (22%) and Pilgrim's Pride (16%).  US
chicken consumption trends are favorable, showing steady but
modest growth.  Gold Kist has a strong regional presence in the
southeast US, where it has operated integrated poultry processing
operations since 1951.

The company has well-established relationships with major retail,
foodservice and industrial customers, and a stable base of poultry
contract growers.  In recent years, Gold Kist has pared non-
poultry operations and now is focused almost exclusively on
chicken.  The company's has earmarked $200 million of capital
spending over the next few years to expand its further processed
capacity and to reduce its cost base in an effort to enhance its
ability to withstand commodity input and output pricing pressures.
The company is currently on track in terms of timing on these
projects.

The ratings gain further support from debt reduction over the past
year and the build-up of a strong liquidity cushion, developments
that have been facilitated by the supportive chicken market, as
well as cash proceeds from its initial public offering in 2004.
Debt has been reduced to $207 million at July 2, 2005 from $304
million at June 26, 2004, while cash balances have increased to
$197 million from $136 million.

Most recently in September 2005, Gold Kist repaid most remaining
secured debt and thus largely eliminated required debt
amortizations over the next few years.  As of July 2, 2005,
Gold Kist had approximately $297 million in debt (incorporating
Moody's standard analytical adjustments which include pension and
operating lease adjustment), representing about 1.1x 7/2/05 LTM
EBITDA.

Gold Kist's ratings could be upgraded over time if:

   1) the company is able to sustain solid operating performance
      and financial flexibility even as industry conditions
      weaken;

   2) it continues to develop a track record as a well-run
      publicly traded company; and

   3) event risk from avian influenza outbreak declines.

It would also require the company to be able to sustain
Debt/EBITDA (based on Moody's standard analytic adjustments) in
the 3.5x range, with free cash flow to debt in the 12-15% range.

Conversely, Gold Kist's ratings could stabilize at their current
level if:

   * operating performance weakens;

   * avian influenza issues begin to negatively impact US markets;
     or

   * leverage increases such that Debt/EBITDA weakens and is
     likely to remain in the 4.0X to 6.0X range, with free cash
     flow to debt in the 5-11.0% range.

Ratings could come under downward pressure if free cash flow could
be expected to drop and remain below 5% of outstanding debt and
Debt/EBITDA exceeds 5.0x EBITDA in a down cycle.

Gold Kist's senior unsecured notes are guaranteed by subsidiaries.
The notes are notched down from the corporate family rating
because they rank junior to the company's senior secured debt,
which could increase from current levels to a much more material
portion of the capital structure.

Gold Kist's SGL-1 liquidity rating reflects Moody's expectation
that Gold Kist will have very good liquidity over the next year.
Moody's expects that existing cash balances and internal cash flow
generation will cover cash needs over the next year, revolver
availability will be comfortable, and covenant cushion sufficient.
As of July 2, 2005 the company had no drawings under its revolver
but had approximately $31 million of letters of credit issued
under it.  Gold Kist's assets are fully pledged, limiting asset
sales as an alternative source of liquidity.

Gold Kist, Inc., with revenues exceeding $2.2 billion, is a
producer and processor of fresh and further processed chicken.  
The company's headquarters are in Atlanta, Georgia.


HEILIG-MEYERS: Inks Settlement Pact with Prepetition Lenders
------------------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to approve a global settlement and compromise of pending
claims and litigation with their prepetition lenders.  

                       Nature of Conflict

On July 29, 2002, the Debtors' Official Committee of Unsecured
Creditors commenced an adversary proceeding against the
prepetition lenders seeking to avoid and recover the proceeds of
more than $200 million of liens, security interests and payments.

On December 21, 2004, the Bankruptcy Court issued a Revised
Memorandum Opinion stating that the Debtors were unable to prove
they were insolvent at the time of the transfers.  The Debtors
appealed the Bankruptcy Court's decision to the United States
District Court for the Eastern District of Virginia.  The District
Court uphold the Bankruptcy Court's decision in all respects.

On September 13, the Debtors then brought the matter to the Fourth
Circuit Court of Appeals.  The appeal is currently pending in the
Circuit Court.

                       Asset Sale Proceeds

Since the Debtor's bankruptcy filing, they have liquidated
property in which the Collateral Agent, Wachovia Bank, N.A., held
a lien or security interest for the benefit of the prepetition
lenders.  The Debtors were able to remit $137 million of sale
proceeds to the Collateral Agent since Jan. 31, 2005.

                         Collateral Cap

On May 18, the Court confirmed HMY RoomStore, Inc.'s Joint Plan of
Reorganization and subsequently ruled that:

   a) the prepetition lenders' secured claim will be limited to
      $128.5 million;

   b) the prepetition lenders are not entitled to recover
      postpetition interest or professional fees from RoomStore
      or the other Debtors;

   c) the Collateral Agent was required to disgorge all
      collateral proceeds received from the Debtors in excess of
      $128.5 million.

In compliance with the Court's May 18 ruling, Wachovia remitted
$8,485,807 to the Debtors.  Wachovia also filed an appeal of the
RoomStore confirmation order to the District Court [Case No.
3:05-CV-00481-HEH].  The appeal is pending in the District Court.

                   Other Adversary Proceedings

On March 9, 2005, the Debtors commenced an adversary proceeding,
the Turnover Action, against Wachovia seeking to share in certain
of the collateral proceeds.

On Aug. 19, 2005, the prepetition lenders filed an objection to
the Debtors' Second Amended and Restated Joint Liquidating Plan of
Reorganization.

                    Settlement and Compromise

The Debtors, the Committee and the prepetition lenders have
negotiated a settlement agreement to resolve their multiple
disputes and claims to avoid further expense and inconvenience
associated with protracted litigation.

The salient terms of the settlement agreement are:

   a) a $2 million cash payment to the Debtors from the
      prepetition lenders;

   b) dismissal with prejudice of the avoidance litigation appeal
      pending in the Fourth Circuit; the Debtors will pay the
      costs associated with the dismissal;

   c) dismissal with prejudice of the RoomStore confirmation
      appeal; Wachovia will pay the costs associated with the
      dismissal;

   d) withdrawal of the confirmation objection after amending the
      Liquidating Plan;

   e) dismissal of the Turnover litigation;

   f) dismissal of the collateral cap litigation;

   g) the prepetition lenders will waive their unsecured claims
      and administrative claims against the Debtors; and
   
   h) the Bank Group will transfer cash proceeds of their
      collateral equal to $20,127,036 to an interest-bearing cash
      collateral account with Wachovia for the purspose of
      securing the Debtors' reimbursement obligations under their
      prepetition workers compensation letters of credit.

The Prepetition Lenders:

   i) the Bank Group:

      -- Wachovia Bank, N.A.,
      -- Bank of America, N.A.,
      -- SunTrust Bank, N.A.,
      -- J.P. Morgan Chase, N.A.,
      -- PNC National Bank,
      -- Calyon Financial, Inc.,
      -- The Bank of Tokyo Mitsubishi, Ltd.,
      -- Mizuho Financial Group, and
      -- Highland Capital Management, L.P.,

  ii) The Prudential Insurance Company of America and Pruco Life
      Insurance Company, and

iii) Wachovia Bank, N.A. (as successor to First Union National
      Bank, N.A.) as a lessor under certain prepetition
      synthetic leases executed with one or more of the Debtors.

Wachovia Bank, National Association, serves as the administrative
agent for the Bank Group and as collateral agent for all of the
prepetition lenders.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities.  When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states.  In April 2001, the company shut
down its Heilig-Meyers business format.  In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc.  GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets.  Bruce H. Matson, Esq., Vernon E. Inge, Jr., Esq.,
Katherine Macaulay Mueller, Esq., at LeClair Ryan, represent the
Debtors.


HOANG NGUYEN: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Hoang V. Nguyen & Than K. Lam
         204 Teakwood Drive
         Youngsville, Louisiana 70592

Bankruptcy Case No.: 05-53751

Chapter 11 Petition Date: October 15, 2005

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtors' Counsel: William C Vidrine, Esq.
                  Vidrine & Vidrine, P.L.L.C.
                  Secondary Login
                  711 West Pinhook Road
                  Lafayette, Louisiana 70503
                  Tel: (337) 233-5195
                  Fax: (337) 233-3897

Total Assets: $407,770

Total Debts:  $2,243,507

Debtors' 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Caterpillar Financial         Bank Charges              $700,000
Services Corp.                Value of Collateral:
2120West End Avenue           $240,000
Nashville, TN 37203

Business Loan Center          Bank Loan                 $682,000
645 Madison Ave., 19th Floor  Value of Collateral:
New York, NY 10022            $250,000
                              
Zions Bank                    Bank Loan                 $448,892        
P.O. Box 25822
Salt Lake City, UT 84125

Irwin Mortgage Corp                                      $80,937

Chase                                                    $34,915

Direct Merchants Bank                                    $10,464

Amex                                                     $10,457

Discover                                                  $9,640

AT&T                                                      $8,879

Att and T Universal/ Citibank                             $8,689

Citi Platinum Card                                        $7,431

Citibank                                                  $7,269

Cbusasears                                                $4,717

Monogram Bank North America                               $4,715

Sears Gold Mastercard                                     $2,868

Revenue Sys                                               $1,603


HUDSON VALLEY: Columbia Agency Slams Cash Collateral & DIP Funding
------------------------------------------------------------------
The Columbia County Industrial Development Authority, Columbia
County Economic Development Corporation, and the County of
Columbia, State of New York oppose Hudson Valley Care Centers,
Inc.'s request:

   -- to obtain cash through a Receivership Agreement with
      Whittier Health Services, Inc.,

   -- to obtain secured postpetition financing from an undisclosed
      lender, and

   -- use cash collateral securing repayment of indebtedness to
      Whittier Health Services and Greenleaf IV, LLC.

The petitioners have a secured priority claims against the Debtor
in excess of $530,000.

On June 16, 2005, the IDA and the County commenced an action in
the Supreme Court, Columbia County seeking to restrain payments
from the New York State Department of Health to Hudson Valley and
its receiver, and a money judgment in the amount of $530,759.

The IDA and the County wants the Debtor's requests denied because:

   a) it hasn't filed a Schedules and Statement of Financial
      Affairs;

   b) it doesn't operate the Green Manor Nursing Home and isn't
      responsible for the cost of operation of the facility; and

   c) it hasn't provided enough information to support its need
      for postpetition financing.

The petitioners are confused why the Debtor needs the financing
when Whittier, under the Receivership Agreement, has assumed
responsibility for funding the operation of the facility.  Also,
the IDA and County believes that the Receivership does not provide
for a credit facility to which the Debtor may avail itself.

Most importantly, the Debtor failed to identify the secured
lender, to describe the amount of loan, interest rate, terms of
payment and provide a copy of the proposed financing agreements,
the IDA and the County assert.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


HUDSON VALLEY: Wants Access to Whittier & Greenleaf's Collateral
----------------------------------------------------------------
Hudson Valley Care Centers, Inc., asks the U.S. Bankruptcy Court
for the Northern District of New York for authority to:

   a) obtain postpetition credit from an undisclosed lender;

   b) utilize the credit facility provided under the Receivership
      Agreement with Whittier Health Services, Inc.; and

   c) use cash collateral securing repayment to Greenleaf IV,
      Inc., and Whittier Health Services, Inc.

The Debtor tells the Court it urgently needs working capital to
maintain its operations during the chapter 11 process pending the
sale of its assets.  Without fresh capital, the Debtor will be
forced to cease operations resulting in the loss of the going
concern value of its estate.

                        Prepetition Debt

On March 30, 2005, the New York State Department of Health
approved the assumption of operation of the Debtor's nursing
facility, Green Manor Health Care Complex, pursuant to a
Receivership Agreement with Whittier Health Services.  Under the
receivership pact, Whittier agreed to provide funds necessary to
pay the costs and expenses of operating and maintaining the
facility.  As of Hudson's bankruptcy filing, it owes Whittier
$1,058,102.

The Debtor also owes Greenleaf IV $23,900,120.  The debt is
secured by a lien on all of the Debtor's machinery, equipment,
contracts, accounts receivable, and other assets.

                       Adequate Protection

To provide the lenders with adequate protection required under
11 U.S.C. Sec. 363 for any diminution in the value of their
collateral, the Debtor proposes to grant Whittier and Greenleaf
replacement liens to the same extent, validity and priority as the
prepetition lien.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


INLAND FIBER: Noteholders Disclose Info on Confidentiality Pacts
----------------------------------------------------------------
An ad hoc committee of the holders of the 9-5/8% senior notes due
2007 issued by Inland Fiber Group, LLC -- f/k/a U.S. Timberlands
Klamath Falls, LLC -- has disclosed information pursuant to
confidentiality agreements with Inland Fiber.

The members of the ad hoc committee include GoldenTree Asset
Management LP, OppenheimerFunds, Inc., QVT Financial, LP, and
Turnberry Capital Management, L.P.

The ad hoc committee has been in discussions with Inland Fiber
with regard to Inland Fiber's defaults under its indenture and the
potential settlement of litigation claims that have been asserted
by U.S. Bank National Association, as indenture trustee to the
notes, against Inland Fiber and certain related entities and
individuals in an action commenced in the Delaware Court of
Chancery captioned U.S. Bank National Association v. U.S.
Timberlands Klamath Falls, L.L.C., Inc. n/k/a Inland Fiber Group,
LLC, et al., C.A. No. 112-N.

                    Confidentiality Agreement

In connection with these discussions, in June 2005, each of the
members of the committee executed a confidentiality agreement with
Inland Fiber and received confidential non-public materials
regarding Inland Fiber and the litigation.  The confidentiality
agreements provided that, upon termination, Inland Fiber would
disclose to the public generally all material information that had
been provided to the members of the committee.  The
confidentiality agreements further provided that in the event that
Inland Fiber failed to disclose the information, the members of
the committee have the right to do so.

The confidentiality agreements terminated in July 2005.  The
committee has requested that Inland Fiber disclose the required
information in accordance with the confidentiality agreements.  As
of Oct. 21, 2005, Inland Fiber has not complied with this request.  
Accordingly, the members of the committee, in the exercise of
their respective rights under the confidentiality agreements, have
disclosed the information, which can be accessed at
http://www.inlandfiberinformation.com/

Headquartered in Klamath Falls, Oregon, Inland Fiber Group, LLC,
owns 167,000 fee acres of timberlands and cutting rights on 68,000
acres of timberlands containing an aggregate amount of
merchantable timber volume of approximately 0.4 billion board
feet.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Moody's Investors Service lowered the rating of Inland Fiber
Group, LLC's $225 million 9 5/8% senior secured notes to Ca from
Caa3.  Moody's also lowered the company's senior implied and
issuer ratings to Ca from Caa3.  Moody's said the outlook is
stable.


INTEGRATED HEALTH: Ct. Okays Reward & Coverage Lawsuit Settlement
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on  
October 3, 2005, the Official Committee of Unsecured Creditors
filed a complaint against the members of the Board of Directors
Integrated Health Services, Inc., in the Court of Chancery of the
State of Delaware in New Castle County, entitled "Official
Committee of Unsecured Creditors of Integrated Health Services,
Inc. v. Robert N. Elkins, et al., C.A. No. 20228-NC," setting
forth allegations substantially similar to those asserted in the
Bankruptcy Court Action.

The Directors have consistently denied liability for all of the
claims alleged in the Compensation Action, and certain of the
claims asserted in the Complaint against the Directors were
dismissed by the Chancery Court in September 2004.

                   Insurance Coverage Dispute

Prior to the Petition Date, National Union Fire Insurance Company
of Pittsburgh, Pennsylvania, issued to the Debtors Policy No.
858-35-56, a primary policy of Directors, Officers and Corporate
Liability Insurance.

In connection with the Compensation Action, the Directors made a
claim for coverage under the Policy.  National Union rejected the
coverage claim.

Thereafter, the Directors filed a complaint in the Chancery Court
entitled "Cirka, et al. v. National Union, C.A. No. 20250-NC,"
seeking a declaratory judgment that they are entitled to coverage
under the Policy for the claims asserted in the Compensation
Action.

On September 9, 2004, the Chancery Court granted the Debtors'
request for partial summary judgment and ruled that the "Insured-
vs.-Insured Exclusion," as defined in the Policy was not
applicable to bar coverage under the Policy for the claims
asserted in the Compensation Action.

National Union has filed an appeal in the Delaware Supreme Court,
which is presently pending and undecided.

Mr. Barry informs the Court that the parties to the Compensation
Action and the Coverage Action have reached an agreement to fully
settle and compromise their dispute.

The Post-Confirmation Committee of Integrated Health Services,
Inc., IHS Liquidating LLC, the Directors and National Union
stipulate and agree that:

   (1) National Union will pay $7,500,000 to IHS Liquidating.  
       The Post-Confirmation Committee's outstanding legal fees
       and expenses will be satisfied from the settlement amount,
       with the net proceeds paid to IHS Liquidating;

   (2) National Union will pay certain legal fees and expenses
       incurred by certain of the Directors' attorneys;

   (3) IHS Liquidating releases any right to reimbursement of
       funds by the law firm of Chadbourne & Parke LLP, as a
       retainer;

   (4) The Post-Confirmation Committee and the Directors will
       file a stipulation in the Chancery Court, dismissing the
       Compensation Action, with prejudice, and without costs to
       any party;

   (5) National Union and the Directors will file stipulations
       dismissing the Coverage Action and the Appeal, with
       prejudice and without costs to any party;

   (6) The Stipulation provides for limited releases between IHS
       Liquidating and the parties to the Compensation Action and
       the Coverage Action related to the claims and disputes
       that are the subject of both Actions; and

   (7) All proofs of claim filed by the Directors in the IHS
       Debtors' Chapter 11 cases will be deemed withdrawn and
       expunged, except the administrative expense claim filed by
       Mr. Elkins.

The Court approved the stipulation between Port-Confirmation
Committee and IHS Liquidating in its entirety.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Gets Court Nod to Hire Jefferson Wells
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to employ Jefferson Wells International, Inc., nunc pro
tunc to Sept. 12, 2005.

Jefferson Wells will be hired to provide the Debtors with staffing
resources to:

    (a) manage and conduct research for filings with the
        Securities and Exchange Commission and other financials;

    (b) perform assessment of current financial reporting state;

    (c) define the scope and develop a project plan;

    (d) assist with SEC filings and financial statement reporting
        efforts;

    (e) draft external financial reporting documents, including
        10-K, 10-Q and footnote disclosures;

    (f) assist the Debtors on related matters like segment
        reporting and research of accounting pronouncements and
        their applicability related to financial reporting as
        directed by the Debtors' senior management; and

    (f) assist in the transition of work efforts and results to
        permanent Debtors' employees.

The Debtors' engagement of Jefferson Wells' services is expected
to last approximately four to six months.

The Debtors will pay Jefferson Wells for its services at these
hourly rates:

        Director                           $180
        Quality Assurance                  $175
        Senior Professional                $150
        Professional Staff                 $110
        Administrative                      $50

Jefferson Wells will also receive reimbursement for its
reasonable out-of-pocket expenses in connection with its
services.

James J. Wadella, a managing director at Jefferson Wells, assures
the Court that the firm does not have an interest materially
adverse to the interest of the Debtors' Chapter 11 estates or of
any class of creditors or equity security holders as defined in
Section 101(14)(B) or (C) of the Bankruptcy Code.

Mr. Wadella further assures the Court that Jefferson Wells will
not accept any engagement or perform any service in the Debtors'
cases for any entity or person other than the Debtors.  However,
the firm will continue to provide professional services to
entities or persons that may be creditors of the Debtors or
potential parties-in-interest in their cases so long as the
services do not have any direct connection with the Debtors'
cases.

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)


INTERSTATE BAKERIES: Can Walk Away from 11 Real Estate Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to reject 11 unexpired non-residential real property
leases effective as of Aug. 31, 2005, to reduce postpetition
administrative costs:

   Landlord             Location                      Lease Date
   --------             --------                      ----------
   Gerard Limited       525 East Palmdale Boulevard,  07/07/1987
   Partnership          Plaza Del Centro, Palmdale,
                        California

   Elmer A and Helen    1900 West Main Independence,  08/06/1990
   Belt                 Kansas

   Meriwether           931 SE Main Street,           05/11/1993
   Properties, LLC      Wetumpka, Alabama

   Greenbriar, Ltd.     557 First Street, North       01/01/1991
                        Alabaster, Alabama

   Duncan Properties    1001 South Van Buren, Enid,   06/11/1991
                        Oklahoma

   Cherry Building,     1720 Cherry Street, Kansas    12/01/1995
   LLC                  City, Missouri

   T.G.L. Properties,   9,10 & 11 Town & Country      07/08/1997
   L.L.C.               Marketplace, Warrenton,
                        Missouri

   Wiltham Place Ltd.   8031 South 83rd Avenue,       02/18/1999
   Partnership          Lavista, Nebraska

   SRW Inc.             3201 South Third Street,      05/11/2000
                        Memphis, Tennessee

   J.W. Franklin Co.    609 East Young,               09/15/2000
                        Warrensburg, Missouri

   Lincoln Henderson    7254 North 30th Street,       11/27/2000
   Omaha North 30th     Omaha, Nebraska
   Street LLC

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)


IWO HOLDINGS: Sprint Buy-Out Cues S&P to Lift Junk Rating to BBB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on wireless
telecommunications carrier IWO Holdings Inc.  The corporate credit
rating was raised to 'BBB-' from 'CCC+'.  The upgrade follows the
completion of Sprint Nextel Corp.'s acquisition of IWO for
approximately $427 million, including the assumption of about
$237 million of debt.

"All ratings on IWO are removed from CreditWatch, where they were
placed with positive implications on Aug. 30, 2005, following
Sprint Nextel's announcement of its agreement to acquire the
company; the outlook is stable," said Standard & Poor's credit
analyst Eric Geil.

IWO provides Sprint PCS services in upstate New York, New
Hampshire, Vermont, and portions of Massachusetts and
Pennsylvania, serving more than 241,000 direct wireless
subscribers.  

S&P views IWO's operations as a strategic element of the Sprint
PCS nationwide network, and therefore impute material support for
IWO from Sprint Nextel.  However, at 'BBB-', S&P's corporate
credit rating on IWO is lower than that on Sprint Nextel because
Sprint Nextel might have less incentive to support the IWO
operations in the event of financial stress.

The view is based on IWO's lack of wireless spectrum licenses, and
the longer-term potential for Sprint Nextel to use Nextel network
facilities to serve US Unwired markets, given plans to consolidate
the Sprint and Nextel networks onto a common technology platform.


JAMESTOWN HOUSING: S&P Slices Rating on $2.7M Bonds to B from BB
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Jamestown
Housing Authority, New York's $2.7 million Section 8 assisted
mortgage revenue series 1994 bonds to 'B' from 'BB'.  The outlook
is stable.

The downgrade reflects continued decline in debt service coverage
to below 1.0x maximum annual debt service, contract rents above
fair market rents making the project susceptible to rent freezes,
no rental increase since 1995, and increasing annual expenses.

The project's debt service coverage has declined continuously over
the years.  The latest audited financial results for the fiscal
year ended Sept. 31, 2004, indicate that the debt service coverage
declined to 0.84x MADS, down from 0.86x in 2003.  However, the
year-to-date financial statements as of July 31, 2005, reflect a
slight improvement in debt service coverage.

The average rent of $782 per unit per month has remained flat.  
The project has not received a rental increase since 1995.  
Expenses per unit per year have increased 1.4% to $5,572 per unit
in fiscal 2004, up from $5,492 per unit in fiscal 2003.  Increases
in expenses can be attributed to an 8% increase in maintenance and
repair expenses and a 8% increase utility expenses.  Debt per unit
was $25,000 as of Jan. 7, 2005.


JERRY RUTHERFORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Jerry & Alana Rutherford
         P.O. Box 372
         Scottsburg, Indiana 47170
     
Bankruptcy Case No.: 05-95520

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Indiana (New Albany)

Debtors' Counsel: Neil C. Bordy, Esq.
                  Seiller & Handmaker
                  462 4th Avenue, Suite 2200
                  Louisville, Kentucky 40202-3459
                  Tel: (502) 584-7400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

          Entity                                 Claim Amount
          ------                                 ------------
   Engineered Conveyors Inc                       $13,696,455
   206 North Main Street
   Kokomo, IN 46901

   Chase Manhattan Bank USA NA                        $45,843
   C/O Academy Collection Service
   10965 Decatur Road
   Philadelphia, PA 19154-3210

   MBNA America c/o Mann Braken LLC                   $28,253
   One Paces West
   2727 Paces Ferry Rd, Suite 1400
   Atlanta, GA 30339

   Discover Financial                                 $25,399

   Capital One Bank NA                                $15,890

   Household Bank                                     $15,467

   Chase Manhattan Bank USA NA                        $12,028
   C/O Professional Recovery Services

   Direct Merchants                                   $11,811

   Beneficial                                         $11,646

   Wells Fargo Card Services                          $11,475

   Bank of America                                    $11,005

   Chase Manhattan Bank USA NA                        $10,846
   C/O Capital Management Services

   Citibank South Dakota NA                            $9,534

   AT&T Universal Card                                 $8,078

   Steelworkers Platinum Mastercard                    $6,423

   Chase Bank                                          $6,089

   Citibank South Dakota NA                            $6,020

   TCM Bank                                            $5,571

   MBNA                                                $5,069

   Jefferson County Treasurer                          $5,007


KENNETH MEAD: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kenneth H. Mead
        Post Office Box 1090
        Ocala, Florida 34478

Bankruptcy Case No.: 05-13930

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Ronald Bergwerk, Esq.
                  Law Offices of Ronald Bergwerk
                  Post Office Box 17667
                  Jacksonville, Florida 32245
                  Tel: (904) 353-1533

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
BSB Bank & Trust Co.                                  $1,400,000
c/o Peter Hubbard
500 South Salina St., #500
Syracuse, NY 13202

First American Title          Judgment                  $137,500
c/o W. James Gooding III
7 E. Silver Springs Blvd. #500
Ocala, FL 34470

Tru-Serv                      Guaranty                   $98,500
P.O. Box 1510
Butler, PA 16003

New York State Dept.          Sales Tax                  $95,000
of Taxation

Financial Federal             Judgment                   $85,000

Bombardier Capital                                       $68,000

Southtrust Bank               Loan                       $59,000

American Express                                         $41,000

Bank of America               Guaranty                   $26,000

Chase Supply                  Guaranty                   $25,000

Elbow Farms                   Guaranty                   $22,000

Center Capital Corp           Guaranty                   $22,000

Key Bank                                                  $9,000


KINGSLEY COACH: Mantyla McReynolds Raises Going Concern Doubt
-------------------------------------------------------------
Mantyla McReynolds, LLC, expressed substantial doubt about The
Kingsley Coach, 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 accumulated losses since inception and negative
working capital as of June 30, 2005.

                       Fiscal 2005 Results

In its Form 10-KSB submitted to the Securities and Exchange
Commission on Oct. 13, 2005, Kingsley Coach reports a $625,174 net
loss for fiscal 2005 compared to a $1,559,172 net loss in fiscal
2004.

The Company's balance sheet showed $3,184,519 of assets at June
30, 2005, and liabilities totaling $4,965,569, resulting in a
$1,781,050 stockholders' deficit.  The Company had accumulated
deficit of $6,586,937 at June 30, 2005.  At June 30, 2005, the
Company had a working capital deficit of $1,157,588.

Management attributes Kingsley Coach's recurring losses primarily
due to the Company's inability to fund production at a profitable
rate.  Since Jan. 2004, the Company has obtained approximately
$1.8 million in new investment capital from the sale of stock,
convertible debt and secured debt instruments.

The Company utilized these funds to purchase components for the
vehicles in its backlog. The new funding allowed the Company to
register $2,507,980 in sales during the second half of fiscal
2004.  This represented a 128% increase in revenue over the first
half of fiscal 2004, and a 57% increase over the second half of
fiscal 2003.

In fiscal 2005, Kingsley Coach booked $4,838,264 in sales,
representing a 34% increase over fiscal 2004.  The components of
its fiscal 2005 sales were 10 motor homes, 3 commercial vehicles
and 2 medical units.

                            Defaults

Kingsley Coach is currently in default under contracts with a
number of investors.  Management has stated that the Company
currently has no bank line of credit or other source of bank
financing.

The Company has declared that it will not be able to meet the Oct.
21, 2005, deadline for the principal and interest payment of its
$500,000 secured debt to Longview Equity Fund LP and Longview
International Equity Fund LP.

In addition, the SEC has not declared effective the prospectus
covering resale of the Company's shares into which the Longview
debentures are convertible on the Feb. 19 and April 21, 2005
deadlines.  Because of this failure, the Company may be required
to redeem the Longview notes.

Kingsley Coach -- http://www.kingsleycoach.com/-- manufactures  
motor homes, medical transport vehicles and emergency response
vehicles, under the trade name "Kingsley Coach."  Although
available for a broad variety of uses, each Kingsley Coach has the
same structural design.


LAIDLAW INT'L: Promotes Four Executives to VP Positions
-------------------------------------------------------
Certain senior management employees of Laidlaw International,  
Inc., and Laidlaw Education Services have been promoted as of  
July 2005.

At Laidlaw International, Douglas A. Carty, formerly Senior
Vice President and Chief Financial Officer, and Beth Byster
Corvino, formerly Senior Vice President and General Counsel, were
both named Executive Vice Presidents of the Corporation.  In
addition to their primary responsibilities as Chief Financial
Officer and General Counsel, they have assumed oversight duties  
for their respective areas within Education Services.

"The appointments of Doug and Beth are an indication of
their new responsibilities and reflect the value I place on their
experience and advice," Kevin Benson, President and Chief
Executive Officer of Laidlaw International, Inc., and President  
of Laidlaw Education Services, said.

At Laidlaw Education Services, John Miller, formerly Vice
President and Chief Financial Officer, and James Switzer,  
formerly Vice President of Canadian Operations, were appointed as  
Senior Vice Presidents.

"There is extensive change underway in many areas of our  
school bus operations," Mr. Benson indicated.  "In the past year,  
both John and Jim have seen their responsibilities grow as they  
took on leadership roles in implementing this change.  They are  
key embers of the executive team charged with completing these
essential initiatives."

                     About Laidlaw Education

Laidlaw Education Services -- http://www.laidlawschoolbus.com/--  
a subsidiary of Laidlaw International, Inc., is North America's
largest private contractor of student transportation.  

                       About Laidlaw Inc.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as   
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is          
North America's #1 bus operator.  Laidlaw's school buses transport   
more than 2 million students daily, and its Transit and Tour   
Services division provides daily city transportation through more   
than 200 contracts in the US and Canada.  Laidlaw filed for   
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.   
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents   
the Debtors.  Laidlaw International emerged from bankruptcy on   
June 23, 2003.   (Laidlaw Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  

                         *     *     *   

As reported in the Troubled Company Reporter on June 6, 2005,   
Moody's Investors Service has upgraded the ratings of Laidlaw   
International Inc. senior implied to Ba2 from B1.  In a related   
action, Moody's assigned Ba2 ratings to the company's proposed   
$300 million Term Loan and $300 million Revolving Credit facility.   
Moody's said the rating outlook is stable.  This completes the   
ratings review opened on December 22, 2004.


LEONARD SIEMASZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Leonard J. & Jessica L. Siemasz
         14656 Westmore
         Livonia, Michigan 48154

Bankruptcy Case No.: 05-83742

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Dennis W. Loughlin, Esq.
                  26300 Northwestern Hiway
                  4th Floor
                  Post Office Box 5058
                  Southfield, Michigan 48086-5058
                  Tel: (248) 357-3010

Total Assets: $284,446

Total Debts:  $1,485,373

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank One                                                $208,000
P.O. Box 94014
Palatine, IL 60094-4014

LaSalle Bank Corporation                                $174,000
2600 West Big Beaver Road
Troy, MI 48084

Internal Revenue Service                                 $86,190
P.V. McNamara Federal Building
477 Michigan Avenue
Detroit, MI 48226-2597

Internal Revenue Service                                 $84,160

Internal Revenue Service                                 $79,159

Internal Revenue Service                                 $77,174

Internal Revenue Service                                 $74,684

Internal Revenue Service                                 $70,410

Internal Revenue Service                                 $68,918

Platinum Plus                 Guaranteed Corporate       $57,500
                              Credit Card

Internal Revenue Service                                 $48,466

Internal Revenue Service                                 $38,022

State of Michigan                                        $34,858
Michigan Dept. of Treasury

Internal Revenue Service                                 $31,907

Internal Revenue Service                                 $29,981

Internal Revenue Service                                 $29,600

Citi Financial LOC            Guaranteed Corporate       $26,500
                              Credit Card

Bank One                                                 $25,000

State of Michigan             Income Taxes               $14,278
Michigan Dept. of Treasury

Capital One                   Guaranteed Corporate       $11,500
                              Credit Card


MARGARET HUDNALL: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Margaret Perkins & James K. Hudnall
         6534 Wendy Drive
         Pineville, Louisiana 71360

Bankruptcy Case No.: 05-82837

Chapter 11 Petition Date: October 16, 2005

Court: Western District of Louisiana (Alexandria)

Debtors' Counsel: Bradley L. Drell, Esq.
                  Gold, Weems, Bruser, Sues & Rundell
                  2001 MacArthur Drive, P.O. Box 6118
                  Alexandria, Louisiana 71307-6118
                  Tel: (318) 445-6471

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
People's State Bank                                   $1,385,366
880 San Antonio Avenue
Many, LA 71449

Hibernia Bank                                           $858,683
P.O. Box 61540
New Orleans, LA 70161

Delta Bank of Ferriday                                  $775,000
P.O. Box 391
Ferriday, LA 71334

Scott Construction Equipment                             $45,882
Co.

American Express                                         $19,000

Land Rover Capital Group      Value of Security:         $15,049
                              $30,000

Land Rover Capital Group      Value of Security:         $12,000
                              $30,000

Discover Card                                            $10,700

Internal Revenue Service                                 $10,000

Louisiana Dept. of Revenue &                             $10,000
Tax

Jaguar Credit                 Value of Security:          $4,489
                              $14,000

Haverty's Furniture                                       $1,982


MERIDIAN AUTOMOTIVE: Panel Can Hire Bifferato as Conflicts Counsel
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave the Official Committee of Unsecured
Creditors appointed in Meridian Automotive Systems, Inc., and its
debtor-affiliates' chapter 11 cases, permission to retain
Bifferato, Gentilotti, Biden & Balick, P.A., as its special
conflicts counsel, effective as of Aug. 26, 2005.

As previously reported in the Troubled Company Reporter on
Sept. 12, 2005, Bifferato will handle the Adversary Proceeding
filed by the Committee against the First Lien Lenders and Second
Lien Lenders to invalidate their liens.

Ashby & Geddes, P.A., the Committee's local counsel, is unable to
represent the Committee in the Adversary Proceeding on account of
some conflicts of interest.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, tells the Court that Bifferato's services will be
limited to the causes of action asserted by the Committee against
the defendants in the Adversary Proceeding.

Bifferato will be paid in accordance with the firm's ordinary and
customary hourly rates:

      Professional                 Position          Rate
      ------------                 ---------         ----
      Ian Connor Bifferato         Director          $325
      David W. deBruin             Associate         $265
      Joseph K. Koury              Associate         $225
      Garvan F. McDaniel           Associate         $225
      Jennifer M. Randolph         Paralegal         $115
      Jennifer J. Harris           Paralegal         $115

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies               
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Credit Suisse Wants Jury Trial to Fix Claims
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, the Official Committee of Unsecured Creditors, on
Meridian Automotive Systems, Inc., and its debtor-affiliates'
behalf, wants to avoid certain liens and claims of the First Lien
Lenders and Second Lien Lenders.

                      Credit Suisse Responds

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, relates that in connection with the sale of Meridian
Automotive Systems-Composites Operations, Inc.'s facility in
Centralia, Illinois, in October 2004, the Debtors hired First
American Title Company to act as its escrow agent.

Mr. Meloro points out that under the terms of the First Lien
Credit Agreement and the Second Lien Credit Agreement, the
Debtors did not need the consent of Credit Suisse, Cayman Islands
Branch, as agent under the Credit Agreements, to consummate the
Centralia Sale.  The Debtors, however, requested that Credit
Suisse release its liens on the property being sold.

As a result of the Debtors' request, Credit Suisse sent to First
American, among other things:

    (i) the CSFB First October UCC Statement amending the CSFB
        First April UCC Statement; and

   (ii) a UCC-3 statement amending the UCC-1 financing statement
        that was filed simultaneously with the CSFB First April
        UCC Statement.

The CSFB First October UCC Statement was sent to First American
with explicit authorization to include the date of the closing of
the Centralia Sale and to file the CSFB First October UCC
Statement.

First American, however, did not file the CSFB First October UCC
Statement.  Instead, First American manually changed it to
reflect that it was both a termination and an amendment, before
filing it with the Delaware Secretary of State.

At substantially the same time, First American also manually
altered the CSFB Second October UCC Statement in the same way it
altered the CSFB First October UCC Statement.  This time, First
American removed the marking that the UCC was a termination
before filing it.

First American also filed a UCC-3 statement amending the
financing statement filed on behalf of U.S. Bank National
Association, as Collateral Agent.  This UCC Statement, Mr. Meloro
points out, was also manually altered in the same way the CSFB
October UCC Statements were, and reflected and amendment only.

"Despite the fact that First American had altered all three
October UCC Statements, First American fixed only the CSFB Second
October UCC Statement and the Third October UCC Statement, but
never fixed the Flawed First October UCC Statement.

Upon recognizing that First American had filed the Flawed First
October UCC Statement without authorization, Credit Suisse filed
a UCC-3 financing statement and a UCC-1 financing statement with
the Delaware Secretary of State on April 21, 2005.

Credit Suisse asserts that since First American was not its
agent, it did not have any authority to alter and file the CSFB
October UCC Statements.

Accordingly, Credit Suisse, in its capacity as Administrative
Agent and Collateral Agent under the First Lien Credit Agreement,
asks the Court to dismiss the complaint filed by the Official
Committee of Unsecured Creditors and the Debtors, which seeks to
avoid certain liens and claims of the First Lien Lenders and the
Second Lien Lenders, because:

    (a) the Complaint does not state facts sufficient to
        constitute a cause of action against Credit Suisse;

    (b) the Plaintiffs are barred as against Credit Suisse by the
        equitable doctrine of "unclean hands";

    (c) the transfers referenced in the Complaint, if and to the
        extent made, are not recoverable by the Plaintiffs as
        voidable preferences because they were made for debts
        incurred by the Debtors in the ordinary course of their
        business with Credit Suisse;

    (d) Plaintiffs are barred from recovery, in whole or in part,
        because Credit Suisse is not bound by the unauthorized
        acts of the Debtors' agent, and therefore the CSFB First
        April UCC Statement is still fully and properly perfected
        and effective;

    (e) Plaintiffs are barred from recovery, in whole or in part,
        because the Flawed October UCC Statement was not
        authorized by Credit Suisse;

    (f) Plaintiffs are barred from recovery, in whole or in part,
        because the Flawed October UCC Statement, by being
        inconsistent and ambiguous on its face, is not effective
        under Delaware law;

    (g) Plaintiffs are barred from recovery, in whole or in part,
        because as of the date the April 2005 UCC Statement was
        filed and as of the Petition Date, Credit Suisse was fully
        secured by properly perfected security interests in assets
        of the Debtors other than those subject to the April 2005
        UCC Statement;

    (h) Plaintiffs are barred from recovery, in whole or in part,
        because Credit Suisse was fully secured by properly
        perfected security interests in all assets of the Debtors;

    (i) Plaintiffs are barred from recovery, in whole or in part,
        because the April 2005 UCC Statement is not a preference
        because:

        -- it was not a transfer of the Debtors' property;

        -- it was not made while the Debtors were insolvent; and

        -- it did not enable Credit Suisse to receive more than it
           would have received under Chapter 7 of the Bankruptcy
           Code absent the filing;

    (j) Plaintiffs are barred from recovery, in whole or in part,
        because First American knew or should have known that it
        had no authority to:

        -- act on behalf of Credit Suisse;
        -- change the CSFB First October UCC Statement; and
        -- file the Flawed October UCC Statement; and

    (k) Plaintiffs are barred from profiting as a result of First
        American's negligent or intentional misconduct.

Mr. Meloro clarifies that Credit Suisse is not answering the
Complaint, or any of its allegations, in its capacity as agent
under the Second Lien Credit Agreement, or on behalf of itself or
any other lender as lender under the First Lien Credit Agreement
or the Second Lien Credit Agreement.  Credit Suisse explicitly
reserves all of its rights related to these Agreements.

                Credit Suisse Asks for Jury Trial

Credit Suisse tells Judge Walrath that First American failed to
follow its explicit instructions and:

    (1) was negligent in changing the CSFB First October UCC
        Statement into the Flawed First October UCC Statement; and

    (2) exercised unauthorized dominion and control over Credit
        Suisse's property, of which Credit Suisse has a superior
        possessory right.

In the event that the Court finds that Credit Suisse does not
have a first priority lien on Meridian Composites' assets on
account of First American's filing of the Flawed First October
UCC Statement, Credit Suisse asserts that First American's breach
of its duty will have been the proximate cause of the damage.

For these reasons, Credit Suisse insists that it is entitled to
damages, and demands a jury trial to determine the amount of its
claim.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies               
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


METALFORMING TECH: Wants Exclusive Period Stretched to Feb. 11
--------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend until
Feb. 11, 2006, the time within which they can have the exclusive
right to file a chapter 11 plan.  The Debtors also want their
exclusive right to solicit plan acceptances extended through
Apr. 12, 2006.

The Debtors cite four reasons in support of their request:

    (1) the chapter 11 case is large and complex;

    (2) the Debtors have not been dilatory in these cases;

    (3) the Committee and Lenders have been, and will continue to
        be, involved in all aspects of these chapter 11 cases; and

    (4) the Debtors are paying their ongoing expenses as they
        become due.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: Has Until Dec. 13 to Remove Civil Actions
------------------------------------------------------------
(Jason)

The Honorable Judge Mary F. Walrath of the U.S. Bankruptcy Court
for the District of Delaware, extended until Dec. 13, 2005,
Metalforming and its debtor-affiliates' time within which they may
remove prepetition civil actions.

The Debtors tell the Court that the extension sought will afford
them additional time to make fully informed decision concerning
removal of each pending pre-petition civil action and at the same
assure that the Debtors' rights are not forfeited.
  
Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


MICHAEL PERSON: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtors: Michael S. Person & Elizabeth S. Person
         805 Robert E. Lee Drive
         Greenwood, Mississippi 38930

Bankruptcy Case No.: 05-19194

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtors' Counsel: Jeffrey A. Levingston, Esq.
                  Levingston & Levingston, PA
                  P.O. Box 1327
                  Cleveland, Mississippi 38732
                  Tel: (662) 843-2791

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Planters Bank                 Loan                       $12,967
POB 1350
Greenwood, MS 38955-1350


MICHAEL SEBASTIAN: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Michael David & Mary Elinor Sebastian
         10625 Lakeshore Drive
         West Olive, Michigan 49460

Bankruptcy Case No.: 05-20932

Chapter 11 Petition Date: October 16, 2005

Court: Western District of Michigan (Great Rapids)

Judge: James D. Gregg

Debtors' Counsel: Thomas P. Sarb, Esq.
                  Miller, Johnson, Snell & Cummiskey
                  250 Monroe Avenue, N.W., Suite 800
                  Post Office Box 306
                  Great Rapids, Michigan 49501
                  Tel: (616) 831-1700
                  Fax: (616) 831-1701

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 17 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
   Julius Duthler                                    $258,000
   2025 North Cross Creek Drive, Southeast
   Grand Rapids, MI 49508

   Michael Knapp, Sr.                                $258,000
   The Knapp Law Firm
   310 Washington, Southeast
   Grand Rapids, MI 49503

   Chase Visa                                         $29,332
   PO Box 15298
   Wilmington, DE 19850

   Fifth Third Bank                                   $24,996

   MBNA Mastercard                                    $20,796

   Bank One/United Mileage Plus                       $12,271

   Mike Knapp, Jr.                                    $12,000

   Chase Mastercard                                    $9,674

   Discover Card                                       $9,444

   Mainstream Enterprises                              $8,897

   Kitchen Design Studio, Inc.                         $7,837

   Jerry Jurewicz                                      $5,702

   Dalstra Roofing, Inc.                               $2,807

   BP/Amoco                                              $126

   Accurate Construction                              Unknown

   Comerica Bank                                      Unknown

   Choice One Bank                                    Unknown


MICHAEL WILEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtors: Michael Junious & Yvonne Maria Wiley
         13901 Wolcott Drive
         Tampa, Florida 33624

Bankruptcy Case No.: 05-25506

Chapter 11 Petition Date: October 13, 2005

Court: Middle District of Florida (Tampa)

Debtors' Counsel: Susan H. Sharp, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


MORAN MATERIALS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Moran Materials Recycling, Inc.
        60 Ram Drive
        Hanover, Pennsylvania 17331

Bankruptcy Case No.: 05-07446

Chapter 11 Petition Date: October 9, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: John J. Martin, Esq.
                  Law Offices John J. Martin
                  1022 Court Street
                  Honesdale, Pennsylvania 18431
                  Tel: (570) 253-6899
                  Fax: (570) 253-6988

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
   ------                        ---------------    ------------
Nathan Adler                     Lease Default          $428,242
c/o Nathan D. Adler, Esq.
Neuberger, Quinn,
Rubin & Gibber, PA
27th Floor, One South Street
Baltimore, MD 21202

Donetsk State Scientific         Materials Supplied     $306,873
Research Institute
c/o Charles L. Simmons, Jr.
Gorman & Williams, PC
Two North Charles Street,
Suite 750
Baltimore, MD 21201

South Jersey Energy Company      Electrical Utilities   $133,661
P.O. Box 150
West Berlin, NJ 08091

PSE&G                            Gas Utility             $46,190

MINALCO                          Trade Debt              $35,067

Sylva Aluminum Castings Inc.     Materials               $31,775

Maryland Recycle Company, Inc.   Materials               $17,365

Aaron Ferer & Sons               Trade Debt              $13,726

Texas Liquids                    Trade Debt              $13,725

Metro Truck Leasing              Lease Default           $13,694

Comdata Network Inc.             Trade Debt               $6,847

Gene Hendifar                    Returned Check           $6,393

Swopes Salvage                   Trade Debt               $5,717

Old Dominion Freight Line        Freight Services         $4,986

Eastern Lift                     Trade Debt               $4,399

Nulls Machine Mfg.               Trade Debt               $4,159

Freightquote.com                                          $2,860

Universal Packaging              Trade Debt               $2,691

Deringer                         Trade Debt               $2,375

Sprint PCS                       Telephone Utility        $2,180


NORTHWEST AIRLINES: East Texas Lobbies for Equity Committee
-----------------------------------------------------------
East Texas Capital Partners, LLC, on behalf of its principals who
own Northwest Airlines Corporation common stock (OTC Bulletin
Board: NWACQ) want the U.S. Trustee to appoint an Official Equity
Securities Committee in Northwest Airlines Corporation and its
debtor-affiliates' chapter 11 proceedings to represent the
Company's common stockholders' interests in the Debtors'
bankruptcy cases.

ETCP, LLC, believes that 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.  ETCP, LLC, believes that
NWA's bankruptcy filing was unnecessary as the company had:

   -- $1.5 billion in unrestricted cash on hand at the time of
      filing, more than any major airline (e.g. US Airways, Delta
      Airlines) at the time of their filing;

   -- labor concessions pending from over half its unionized
      work force at the time; and

   -- pension law reform favorable to NWA also moving through the
      U.S. Congress at the time of filing.

Furthermore, it is ETCP, LLC's belief that 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 in any
reorganized entity and other valuable assets.

ETCP believes there are recoveries unique to the common
stockholders' that will be available should it be proven, as ETCP,
LLC suspects, 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.  

ETCP on behalf of its share-owning principals, filed a complaint
with the SEC alleging:

   -- NWA's general pattern of non-disclosure;

   -- Mr. Gary Wilson's reporting irregularities regarding his
      recent stock sales; and

   -- improper public information regarding a forcibly resigned
      board member the day before the bankruptcy vote, V. A.
      Ravindran, still being listed as a director as of Sept. 30,
      2005, almost three weeks later.

An example of NWA's poor disclosure is how the maintenance and
mechanical problems at NWA, well documented by the Federal
Aviation Administration and independent experts and journalists,
have been inaccurately described by the company as everything
"running smoothly."

ETCP privately estimates that, under certain scenarios apart from
potential shareholder specific damage claims, Northwest Airlines'
common stockholders could be entitled to as much as $250 million
or almost $3 per common share in recovery in any reorganization.  
The appointment of a Formal 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.

ETCP believes that the appointment of an Equity Securities
Committee will not interfere with any future Unsecured Creditor
Committee activities and will speed NWA's reorganization process
by giving an organized voice to the stockholders' interests in the
case.

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.


NOVA CHEMICALS: S&P Rates $300 Mil Senior Unsecured Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings on Nova
Chemicals Corp.  At the same time, Standard & Poor's revised its
outlook on the company to negative from stable.

The revised outlook reflects poorer-than-expected performance from
its styrenics division and consequent concerns that Nova's full
cycle operating performance might lag the levels expected at the
'BB+' rating level.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to Nova's proposed US$300 million senior
floating-rate note issue.

The ratings on Calgary, Alberta-based Nova reflect the cyclicality
and commodity-like nature of the company's petrochemical products,
the good returns and cost profile for its olefins division, the
poor operating results from its styrenics division, and its high
leverage.

Nova's primary petrochemical segments are highly cyclical and
operating margins tend to trend in the same direction, thereby
limiting the benefits of diversification because both product
chains consume energy-related raw materials, and demand is linked
to economic activity.

"The ethylene/polyethylene segment benefits from a strong cost
profile relative to most North American producers due to access to
competitive feedstocks at Nova's Alberta-based facilities," said
Standard & Poor's credit analyst Kenton Freitag.  "Nevertheless,
the styrenics division has a below-average operating cost profile
and is subject to higher levels of global competition," Mr.
Freitag added.

Profitability in the styrenics chain has been hampered by
large-scale capacity additions around the world, some of which
relate to the development of propylene oxide facilities.  These
facilities often use technology that produces styrene as a
co-product.  These poor industry fundamentals and Nova's high cost
position have resulted in persistently negative EBITDA generation
in the past several years.

Although Nova has taken a number of measures to reduce costs and
introduce higher margin products, it is unclear whether these
efforts will be successful in neutralizing the drag it has caused
on the company's overall financial performance.

The outlook is negative. Although S&P expects credit measures to
improve in the very near term, it is unclear that the company's
full cycle performance will be sufficiently strong to justify the
current rating.  The adoption of more aggressive financial
policies or a lack of improvement in operating results,
particularly in its styrenics division, could lead to a modest
downgrade.

Conversely, indications of a material improvement in the operating
performance of its styrenics division or a sustained period of
solid performance by its olefins division could result in the
outlook being revised to stable.


O'SULLIVAN INDUSTRIES: Gets Court Nod to Keep Investing Funds
-------------------------------------------------------------
For deposits or investments that are not insured or guaranteed by
the United States or any of its department, agency or
instrumentality, Section 345(b) of the Bankruptcy Code provides
that, unless the debtor shows cause for a waiver, it must obtain
from the entity with which funds are deposited or invested a bond
in favor of the United States secured by an undertaking of an
approved corporate surety.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, asserts that cause exists for allowing
O'Sullivan Industries Holdings, Inc. and its debtor-affiliates to
invest their excess cash in accordance with their existing
investment policies, without meeting the strict bond requirements
of Section 345(b).

"The Debtors do not have any significant long-term investments,"
Mr. Cifelli attests.  

In accordance with the recent amendments to their Credit
Agreement with General Electric Capital Corporation, the Debtors
transfer to GECC any amounts in their Operating Account, the
Disbursement Account, and the Canadian Account exceeding $600,000
in the aggregate, Mr. Cifelli explains.  The Lockbox Account and
the Debtors' other bank accounts maintain a relatively low balance
or are swept frequently.

"Most of the Debtors' bank accounts are not even interest-
bearing," Mr. Cifelli says.  "Indeed, the Debtors' investments
bear interest at rates of no more than 3.5%."

However, Mr. Cifelli relates, to the limited extent the Debtors
keep cash in any particular interest-bearing bank account or other
investment for any extended period of time, the cash is invested
conservatively, with the primary goal of protecting the principal.

Mr. Cifelli ascertains that the banks the Debtors use are all well
established and invest the Debtors' funds in accordance with their
standard investment guidelines.

Absent a waiver of the Section 345(b) bond requirements, the
Debtors believe that they could be required to request that
certain of their banks post bonds secured by the undertaking of a
corporate surety.  They further believe that the bonds likely
would be unduly expensive and could damage their relationships
with their banks, which may not fully understand the reasons for
their request.

Moreover, the Debtors note that they could be required to open new
accounts and take other measures at great administrative cost,
delay, and distraction, which would not be inconsistent with the
purposes of Section 345(b).

Accordingly, the Debtors sought and obtained the U.S. Bankruptcy
Court for the Northern District of Georgia's authority to continue
investing funds in accordance with their existing investment
policies without obtaining bonds from their banks under Section
345(b).

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.  
(O'Sullivan Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Can Continue Using Existing Business Forms
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. and its debtor-affiliates
sought and obtained waiver of the United States Trustee's
operating guidelines that require Chapter 11 debtors to obtain
business forms, including checks, that bear the designation
"debtor-in-possession," the bankruptcy case number, and the type
of account for each debtor-in-possession account.

The U.S. Bankruptcy Court for the Northern District of Georgia
authorizes the Debtors to continue utilizing their existing
business forms, including checks.

The U.S. Trustee requirement is designed to provide a clear line
of demarcation between prepetition and postpetition transactions
and operations, and to prevent the inadvertent postpetition
payment of prepetition claims through the payment of checks drawn
prior to the filing of a bankruptcy petition.

However, James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes &
Stout, P.A., in Atlanta, Georgia, asserts that a substantial
amount of time and expense would be required to print new business
forms and stationery and would also likely result in a substantial
risk of disruption to their ordinary business affairs.  The risk
in particular could easily interrupt the payment of wages and
salaries and payment for necessary supplies and could
substantially disrupt the Debtors' relationships with their labor
force, customers and suppliers, Mr. Cifelli explains.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.  
(O'Sullivan Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ORGANIZED LIVING: Court Sets Nov. 15 Bar Date for Gift Card Claims
------------------------------------------------------------------
The Honorable Charles M. Caldwell of the U.S. Bankruptcy Court
for the Southern District of Ohio, established 4:00 p.m. on
Nov. 15, 2005, as the deadline for all holders of claims on
account of gift certificates or gift cards issued but unhonored
prior to May 4, 2005, against Organized Living, Inc., to file
proofs of claim.  Judge Caldwell also set the same deadline for
all unknown creditors of the Debtor to file their proofs of claim.

Gift card claims holders and unknown creditors must file written
proofs of claim on or before the Nov. 15 Supplemental Bar Date and
those forms must be sent to:

          United States Bankruptcy Court
          170 North High Street,
          Columbus, OH 43215

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of  
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


OSWALD BURRELL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Oswald B. Burrell
        11-13 Dracut Street
        Boston, Massachusetts 02124

Bankruptcy Case No.: 05-21437

Chapter 11 Petition Date: October 12, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Robert F. Creasia, Esq.
                  Law Office of Robert F. Creasia
                  3 Fayette Street
                  Milford, Massachusetts 01757
                  Tel: (508) 473-4448
                  Fax: (508) 634-1230

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


PC LANDING: Judge Walsh Approves Disclosure Statement Supplement
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved PC Landing Corporation and its
debtor-affiliates' Supplemental Disclosure of Plan Modifications.
Judge Walsh determined that the Disclosure Supplement, together
with the approved Disclosure Statement, contains adequate
information -- the right amount of the right kind for creditors to
make informed decisions when the Debtor asks them to vote to
accept the Plan.

As reported in the Troubled Company Reporter on July 19, 2005, the
Court approved the Debtor and its debtor-affiliates' Disclosure
Statement explaining the Debtors' First Amended Joint Plan of
Reorganization.

                            The Plan

Under the terms of the Plan, secured lenders will receive
$25 million of new 7% senior secured debt.  The remaining
$634 million deficiency claim will be satisfied by a pro rata
distribution of New Common Stock in the Reorganized Debtors.

The Plan's treatment of the secured lenders' claims allows for
significant recoveries for unsecured creditors and provides enough
cash for the Reorganized Debtors to successfully commence
operations after emergence from bankruptcy.

General unsecured creditors will receive pro rata shares of the
New Common Stock.

Intercompany claims and existing equity interests will be
cancelled on the Effective Date.

The Debtors remind the Court that certain provisions of the Plan
are impacted by the U.S. Government Recommended Settlement and the
Tyco Settlement.  Among other things, the Debtors say, the Plan
has been amended to add the expected execution and delivery of the
Tyco Settlement Agreement, and the U.S. Government Settlement
Agreement prior to Confirmation and to modify certain provisions
of the New Senior Secured Note to reflect future issuance of the
Tyco note in connection with the Remediation work to be performed
under the Tyco Settlement.  The Debtors also say that to prevent
ambiguity with respect to the treatment of regulatory obligations,
the Plan has also been modified to specify the treatment of the
Governmental Authorizations and Related Agreements.  In addition,
the Debtors further say, the Plan has been modified to provide
flexibility in connection with the Debtors' corporate structure
and governance.

                        Plan Modifications

Specifically, the Debtors disclose, the modifications of the Plan
are:

1. Updated Definitions:

   The Second Amended Plan adds additional definitions as
   necessary to accommodate the modifications and conform or
   update other definitions.

2. Treatment of Class 3 Secured Claims:

   The Second Amended Plan provides the Debtors with the option of
   paying Class 3 Secured Claims over time, provided that the
   Holder of such Class 3 Claim retains its Lien.

3. Incorporation of Settlements with the U.S. Government & Tyco:

   The Second Amended Plan incorporates the settlements reached
   with the U.S. Government and Tyco.  The Debtors say that
   separate motions to approve these settlements will be filed
   with the Court and parties in interest will have an opportunity
   to object to the settlement themselves.

   The settlements provide for, among other things:

   (a) resolution of the regulatory compliance issues with the
       U.S. Government Entities and a protocol for the reburial of
       certain portions of the PC-1 cable that reside within the
       Olympic Coast National Marine Sanctuary and a sharing of
       the costs of such reburial between Tyco and the Debtors in
       accordance with the Tyco Settlement;

   (b) restructuring of the Debtors; future monitoring obligations
       under its Special use Permit with the National Oceaninc and
       Atmospheric Administration;

   (c) resolution of the Claims filed by the U.S. Government
       entities;

   (d) disallowance of Tyco's Claims;

   (e) resolution of all title disputes with Tyco such that the
       Debtors have title to PC-1, including all system upgrades;

   (f) significance of Class 2 Secured Creditors, the Tyco
       Settlement provides for the issuance of the Tyco Note; and

   (g) commercial arrangement with Tyco that are beneficial to the
       Debtors' post-confirmation operations.

4. Treatment of Governmental Authorizations and Related
Agreements:

   The Second Amended Plans sets forth in detail the treatment of
   each Governmental Authorizations and Related Agreements.

5. Plan Implementation:

   The Second Amended Plan provides that to the extent necessary
   for business, regulatory, tax or other corporate purposes and
   provided that it does not alter the obligations to Creditors or
   other parties in interest under the Plan, the Debtors may
   create or dissolve one or more subsidiaries, or may modify the
   form of corporate governance as necessary or appropriate in the
   business judgment of the Debtors.

   The Debtors say that in light of the multi-national
   jurisdictions governing the Debtors, they require flexibility
   in the treatment of class 6 intercompany Claims.  The Debtors
   remind the Court that on the petition date, certain of the
   Debtors were creditors of other Debtors.  Because the notes
   reflecting theses obligations were either pledge to or
   subordinated to the Prepetition Secured Lenders' Claims, and in
   light of the treatment proposed in the Second Amended Plan, the
   Plan proposes "zeroing out" these Claims.  The Debtors say that
   this treatment of intercompany claims should have no economic
   impact on any creditor.  However, the Debtors disclose, in
   order to comply with corporate requirements in Japan, the
   United Kingdom and Bermuda and to minimize any adverse tax
   consequences to the Debtors, they may need to effect this
   "zeroing out" by way of one or more intermediate transactions.    

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of more than $100 million.


PC LANDING: Wants Exclusive Period Stretched to December 18
-----------------------------------------------------------
PC Landing Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until Dec. 18, 2005,
the time within which they can have the exclusive right to file a
chapter 11 plan.  The Debtors also want their exclusive right to
solicit plan acceptances extended through Mar. 3, 2006.

As reported in the Troubled Company Reporter on June 30, 2005, the
Court extended until Dec. 2, 2005, the Debtor and its debtor-
affiliates' exclusive plan solicitation period.

As reported in the Troubled Company Reporter on July 19, 2005, the
Court approved the Debtor and its debtor-affiliates' Disclosure
Statement explaining the Debtors' First Amended Joint Plan of
Reorganization.

The Debtors tell that Court that they are currently negotiating
with various state and federal agencies and third parties in
connection with certain issues that will affect their ability to
confirm a plan of reorganization.  The Debtors further tell the
Court that they are optimistic and believe the Plan will likely be
confirmed on Nov. 10, 2005.  The Debtors disclose that should
unforeseen circumstances arise and confirmation does not take
place on Nov. 10, 2005, they will require additional time.  The
Debtors, in an abundance of caution, seek to further extend their
exclusive filing period and exclusive solicitation period.

The Debtors say that they are not seeking the extension in order
to delay administration of the chapter 11 cases or to pressure
creditors to accept unsatisfactory plans.  On the contrary, the
Debtor say, they ask for the extension to facilitate and orderly,
efficient and cost-effective plan process for the benefit of all
creditors.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of more than $100 million.


PETROKAZAKHSTAN INC: Gets Securityholders' Nod on CNPC Buy-Out
--------------------------------------------------------------
PetroKazakhstan Inc.'s securityholders approved the proposed plan
of arrangement pursuant to which a subsidiary of CNPC
International Ltd. will acquire all of the issued and outstanding
common shares of PetroKazakhstan for US$55.00 cash per share.

The transaction was approved by over 99% of the votes cast by
securityholders voting at the meeting.

PetroKazakhstan also appeared before the Court of Queen's Bench of
Alberta to seek the granting of a final order approving the
arrangement.  As previously announced, Lukoil Overseas Kukol B.V.
appeared at the hearing opposing approval of the arrangement.  The
Court heard oral submissions from counsel to PetroKazakhstan, CNPC
International, certain shareholders and Lukoil.  The Court
reserved its decision as to whether to grant the final order
until October 26, 2005.  If the Court grants the final order on
October 26, 2005, and subject to the satisfaction of the other
conditions contained in the Arrangement Agreement between
PetroKazakhstan and CNPC International, PetroKazakhstan would file
articles of arrangement to give effect to the arrangement on
October 26 or 27, 2005, depending on the time at which the final
order of the Court is rendered on October 26.

PetroKazakhstan Inc. -- http://www.petrokazakhstan.com/-- is a   
vertically integrated, international energy company, celebrating
its eighth year of operations in the Republic of Kazakhstan.
PetroKazakhstan is engaged in the acquisition, exploration,
development and production of oil and gas, the refining of crude
oil and the sale of oil and refined products.

PetroKazakhstan shares trade in the United States on the New York
Stock Exchange, in Canada on The Toronto Stock Exchange, in the
United Kingdom on the London Stock Exchange, in Germany on the
Frankfurt Exchange under the symbol PKZ and in Kazakhstan on the
Kazakhstan Stock Exchange under the symbol CA_PKZ.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Moody's Investors Service placed the Ba3 corporate family rating
for PetroKazakhstan Inc. on review for possible upgrade.  The
company, which is the guarantor of the US$125 million notes
issued by PetroKazakhstan Finance B.V., announced on Monday, the
22nd of August, that it has entered into an Arrangement Agreement
with CNPC International Ltd which has offered to buy all
outstanding PKZ common shares for USD 4.2 billion in cash.

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on PetroKazakhstan Inc. on
CreditWatch with positive implications, following China National
Petroleum Corporation's (CNPC; not rated) offer to acquire PKZ.


PRECISION CASTINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Precision Castings of Tennessee, Inc.
        430 Calvert Drive
        Gallatin, Tennessee 37066

Bankruptcy Case No.: 05-13160

Type of Business: The Debtor designs and produces metal castings
                  for a variety of domestic and international
                  customers.  See http://www.pctcast.net/

Chapter 11 Petition Date: October 10, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: William L. Norton, III, Esq.
                  Boult, Cummings, Conners & Berry, PLC
                  414 Union Street, Suite 1600
                  Nashville, Tennessee 37219
                  Tel: (615) 252-2397
                  Fax: (615) 252-6397

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
   ------                        ---------------    ------------
Tradalloy                                                $74,475
P.O. Box 744
Greensburg, TN 15601

Cooper Alloy Metals, L.P.        Account                 $35,901
201 Sweetland Avenue
Hillside, NJ 07205

Professional Svc. Industries     Account                 $34,038
Pittsburgh Testing Lab. Div.
P.O. Box 71168
Chicago, IL 60694-1168

Jade-Sterling Steel Co., Inc.    Account                 $30,449

Metal Mgmt-Stainless & Alloy     Account                 $26,640

MidSouth Metallurgical, Inc.     Account                 $25,744

United Healthcare                Account                 $24,645

Allied Metals Corporation        Account                 $24,139

Volunteer Express, Inc.          Account                 $24,124

Nalco Chemical Company           Account                 $22,475

Atomic Industrial Supply         Account                 $22,389

Pennsylvania Wax Corporation     Account                 $21,010

Conway Southern Express          Account                 $18,662

RK Tek                           Account                 $17,600

CE Metals                        Account                 $16,639

Independent Tool & Mold, Inc.    Account                 $14,362

Benchmark Industrial Supply      Account                 $14,242

Core-Tech, Inc.                  Account                 $14,242

Minco Inc.                       Account                 $13,889

Remelt Sources, Inc.             Account                 $13,649


PUERTO RICO INDUSTRIAL: S&P Shaves Bond Ratings to B- from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Puerto
Rico Industrial, Medical, and Higher Education and Environmental
Pollution Control Facilities Finance Authority's bonds, issued for
Iglesia Episcopal Puertorriquena Inc., two notches to 'B-' from
'B+'.

"IEP's credit characteristics are generally weak, with limited
cash flow generation and slim liquidity levels," said Standard &
Poor's credit analyst Stephen Infranco.

Management hired outside consultants in 2001 and 2003 in an
attempt to address some of its core operational issues, including
an extremely high accounts receivable position.  While some
improvement was made in this area -- with days in accounts
receivable at the two hospitals in Ponce, Hospital Episcopal San
Lucas and Saint Luke's Memorial Hospital, dropping to 115 in
2004 from a previous high of more than 170 -- the figure is still
significantly above industry benchmarks; days in accounts
receivable for the two Ponce hospitals and Hospital Episcopal
Cristo Redentor in Guayama totaled approximately 126.

Furthermore, the drop in receivables did not translate into an
improved liquidity position, as IEP's unrestricted cash position
has actually declined approximately 41% since 2001.

The outlook is stable based on continued volume growth and recent
improvements in operating performance driven by better
reimbursement from Medicare and some private payors.  

However, while the operations allow for some stability at the
current rating level, there are ongoing concerns about the ability
of the system to convert receivables to cash, the ultimate level
of long- and short-term debt outstanding, and the system's ability
to generate sufficient cash flow on a consistent basis to service
the carrying charges, reinvest in plant and equipment, and build
up its liquidity position.

"For the rating to be raised, IEP would need to demonstrate
sustained improvements in operating performance and some growth in
liquidity," said Mr. Infranco.  "A return to deficit operations,
additional debt, or a further erosion of cash could result in the
rating being lowered further."


RADNOR HOLDINGS: PwC Replaces KPMG as Independent Accountants
-------------------------------------------------------------
Radnor Holdings Corporation dismissed KPMG LLP as its independent
registered public accounting firm effective upon filing by the
Company of a Form 10-Q/A for the quarter ended July 1, 2005.

On October 19, 2005, the Company notified KPMG that it has engaged
PricewaterhouseCoopers LLP as its principal accountant for the
year ending December 30, 2005.

The change of auditor came in the heels of changes in financial
and strategic supply chain executive changes.

As reported in the Troubled Company Reporter on Oct. 11, 2005,
Michael V. Valenza, the former Chief Financial Officer of the
Company, will lead the initiative and will be responsible for all
aspects of supply chain management.  Paul D. Ridder, the former
Corporate Controller, has been appointed the Chief Financial
Officer of the Company.

In addition, Michael P. Feehan will become Corporate Controller of
the Company.  Mr. Feehan joined the Company in 2004 as Director of
Finance.  Prior to joining Radnor, Mr. Feehan held various
positions at Arthur Andersen LLP and KPMG LLP, most recently as an
Audit Manager.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--   
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


REFCO INC: Bank of America Asks Court for Adequate Protection
-------------------------------------------------------------          
Debtor Refco Group Ltd., LLC, borrowed money under a Credit
Agreement dated August 5, 2004, with Bank of America, N.A., as
administrative agent, swing line lender and L/C issuer, and a
consortium of lenders.

The Credit Agreement provided for term loans of up to
$800,000,000 and a $75,000,000 revolving credit facility.  As of
the Petition Date, there was approximately $648,000,000
outstanding under the Credit Agreement.

Debtor New Refco Group Ltd., LLC, and some affiliates of Refco
Group guaranteed the Borrower's obligations.  

To secure their obligations, Refco Group and the Guarantors
entered into a Security Agreement, dated August 5, 2005, with
Bank of America.  Bank of America was granted a security interest
in substantially all of the assets of Refco Group and the
Guarantors.  The Security Agreement did not grant a security
interest in some excluded property, including any deposit and
security accounts of a Grantor.

Donald S. Bernstein, Esq., at Davis Polk & Wardwell, in New York,
notes that Refco Inc. has entered into a memorandum of
understanding with a group of investors led by J.C. Flowers &
Co., LLC, for the sale of the Company's futures brokerage
business conducted through Refco LLC, Refco Overseas Ltd., Refco
Singapore Ltd. and certain related subsidiaries and other assets.  
Refco LLC, Refco Overseas Ltd., and Refco Singapore Ltd. are all
direct or indirect subsidiaries of Debtor Refco Global Futures
LLC.  The assets will be sold for $768,000,000.

Mr. Bernstein points out that the Secured Lenders have a security
interest in 100% of the equity interests in Refco LLC and 65% of
the equity interests of Refco Singapore Ltd.  In addition, the
Secured Lenders have been granted a security interest in 65% of
the equity interests in Refco Europe Ltd., the direct parent of
Refco Overseas Ltd., as well as 100% of the equity interests of
Debtor Refco Global Holdings, LLC, the direct parent of Refco
Europe Ltd.

"A secured creditor is entitled to adequate protection -- as a
matter of right, not merely as a matter of discretion -- when the
estate proposed to use, sell or lease property in which it has an
interest," Mr. Bernstein says.  "This protection is provided both
as a matter of policy and, arguably, as a matter of
constitutional law."

Mr. Bernstein notes that because of the unique nature of cash,
cash collateral receives special consideration under the
Bankruptcy Code.  Specifically, the Bankruptcy Code provides a
debtor may only use cash collateral if it first obtains consent
of the secured creditor or establishes to the court's
satisfaction that the secured creditor is adequately protected.

Mr. Bernstein tells the U.S. Bankruptcy Court for the Southern
District of New York that the Secured Lenders do not consent to
the Refco Inc., and its debtor-affiliates' use of the Collateral,
including the Cash Collateral.

According to Mr. Bernstein, the Debtors are using the Secured
Lenders' Collateral to continue to operate their businesses.  
Thus, the Secured Lenders' Collateral is subject to diminution.  
The Secured Lenders are also concerned that the value of the
Equity Interests may be diminished should the assets of that
entity be transferred to another entity.

Accordingly, Bank of America asserts that the Debtors should
provide adequate protection of the Secured Lenders' interests in
the Collateral.  Specifically, Bank of America wants the Honorable
Robert D. Drain of the Southern District of New York Bankruptcy
Court to enter an interim order providing that:

   (a) The Debtors will use their best efforts to preserve the
       value of the Collateral;

   (b) Bank of America, as administrative agent for the Secured
       Lenders, is granted:

       * a first priority security interest and lien on all
         of the Debtors' assets to the extent of the aggregate
         diminution in value of the Collateral from and after
         the Petition Date, subject to certain liens and
         encumbrances; and

       * a "super priority" administrative claim to the fullest
         extent necessary to protect the Secured Lenders from
         any diminution of the value of the Collateral from and
         after the Petition Date;

   (c) The Debtors will make cash payments to Bank of America
       of all its reasonable out-of-pocket expenses;

   (d) The Debtors will segregate and account for all Cash
       Collateral, and will be prohibited from using or
       transferring the Cash Collateral without prior Court
       approval; provided that if Bank of America consents, the
       Debtors will be permitted to use or transfer up to
       $10,000,000 of Cash Collateral to pay for allowable
       administration expenses payable on or before November 4,
       2005;

   (e) The Debtors will provide to Bank of America and its
       representatives and professionals, starting on
       October 26, 2005, and on every Wednesday thereafter, a
       disbursement forecast for the following calendar week
       and, at Bank of America's request, allow immediate
       access to the books and records related to the
       Collateral;

   (f) The liens created by the Loan Documents will attach to
       any proceeds of Collateral, and all proceeds will be
       paid to Bank of America for application to the Debtors'
       obligations; and

   (g) Bank of America for the benefit of the Secured Lenders
       will have the right at any time to seek further or
       different adequate protection.

In the event the Court won't approve its request for adequate
protection while the sale process is proceeding, Bank of America
seeks relief from the automatic stay.

Bank of America further asks Judge Drain to schedule a final
hearing on the use of Collateral and adequate protection to be
held on the earlier of November 4, 2005, or the date of any
hearing on any motion seeking approval for the transfer or sale
of any Collateral, including the Equity Interests.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services   
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represent the Debtors in their restructuring efforts.  
As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed
$48,765,349,000 in total assets and $48,599,748,000 in total
liabilities. (Refco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


REFCO INC: Wants Court Okay to Maintain Existing Bank Accounts
--------------------------------------------------------------          
Historically, Refco Inc., and its debtor-affiliates utilized a
centralized cash management system to fund their operational
needs.  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, informs the U.S. Bankruptcy Court for the
Southern District of New York that Debtor Refco Capital LLC holds
three bank accounts in Harris Trust and Savings Bank and two
accounts in Chase Manhattan.

Mr. Milmoe relates that funds were transferred into the
Concentration Account, on an as needed basis, from a number of
sources, including from accounts held by Debtor Refco Capital
Markets, Ltd.  Funds were deposited from wire transfers and from
a deposit account that is manually swept into the Concentration
Account.  In addition, funds were also disbursed from the
Concentration Account into a separate payroll account.  A third
party service provider then coordinates disbursements from the
Payroll Account to fund salary, wages, taxes and other employee
related expenses.

Mr. Milmoe tells the Honorable Robert D. Drain of the Southern
District of New York Bankruptcy Courtthat a regular payroll
disbursement was made to salaried and hourly employees on Friday,
October 14, 2005.  Disbursements were also made from the
Concentration Account via wire transfers or through a separate
checking account.

Mr. Milmoe notes that Refco Capital funded substantially all of
the Debtors operational needs, and historically provided
liquidity to customers of certain regulated, non-debtor
affiliates, for use in their business.  Those intercompany
transactions are recorded in the Debtors' and their non-Debtor
affiliates' books and records.

Mr. Milmoe further discloses that RCM and Refco F/X Associates,
LLC, also have around 22 bank accounts, which are used in
connection with their non-regulated trading operations.

To supervise the administration of Chapter 11 cases, the U.S.
Trustee has established certain operating guidelines for debtors-
in-possession.  These guidelines require Chapter 11 debtors to,
among other things:

   (a) close all existing bank accounts and open new debtor-in-
       possession bank accounts,

   (b) establish one debtor-in-possession account for all estate
       monies required for the payment of taxes, including
       payroll taxes, and

   (c) maintain a separate debtor-in-possession account for cash
       collateral.

Mr. Milmoe explains that the Debtors' limited resources that have
been devoted to launching their cases, stabilizing their business
operations, and negotiating a sale of the valuable regulated non-
debtor businesses would be further strained if the Debtors were
required to close existing accounts and establish a new cash
management system.

Accordingly, the Debtors seek the Court's authority to continue
to maintain their existing bank accounts to avoid delays in
payments to administrative creditors and to ensure as smooth a
transition into Chapter 11 as possible with minimal disruption.

The Debtors want that their existing bank accounts be deemed
debtor-in-possession accounts and that their maintenance and
continued use, in the same manner and with the same account
numbers, styles, and document forms as those employed during the
prepetition period, be authorized.

If necessary, the Debtors also ask Judge Drain for permission to
open new accounts wherever they are needed, regardless of whether
those banks are designated depositories.

Mr. Milmoe asserts that if the Debtors' request is granted, they
will not pay -- and each of the banks at which the bank accounts
are maintained will be directed not to pay -- any debts incurred
before the Petition Date, other than as authorized by the Court.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services   
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represent the Debtors in their restructuring efforts.  
As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed
$48,765,349,000 in total assets and $48,599,748,000 in total
liabilities. (Refco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


RGIS INVENTORY: S&P Assigns Low-B Ratings on Proposed $570M Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to RGIS Inventory Specialists.

At the same time, Standard & Poor's assigned a 'B+' rating to the
Auburn Hills, Michigan-based company's planned $420 million
first-lien bank loan.  A recovery rating of '2' was also assigned
to the loan, indicating the expectation for substantial 80%-100%
recovery of principal in the event of a payment default.

S&P also assigned a 'B-' rating to the company's planned
$150 million second-lien credit facility.  A recovery rating of
'5' was assigned to the loan, indicating the expectation for
negligible 0%-25% recovery of principal in the event of a payment
default.  The outlook is negative.  Proceeds from the bank loan
will be used to pay a $500 million dividend to shareholders.

"The ratings on RGIS reflect its inconsistent performance, weak
cash flow measures, and a highly leveraged capital structure,"
said Standard & Poor's credit analyst Robert Lichtenstein.  These
risks are only partially offset by the company's leading position
in the industry and its long relationships with almost all of its
largest customers.

RGIS is the largest inventory audit specialist, more than three
times the size of the next competitor.  It services 17,000
customers, both large and small, including department stores and
discounters.  The company's top 15 customers represent 37% of
revenues, with Wal-Mart Stores Inc. being the largest at about 9%.  
RGIS has maintained relationships of 15 years or more with almost
all of its large customers.


ROBOTIC VISION: Chap. 7 Trustee Sets Creditors Meeting on Nov. 16
-----------------------------------------------------------------
Steven M. Notinger, the chapter 7 trustee overseeing the
liquidation of Robotic Vision Systems, Inc., n/k/a Acuity
Cimatrix, Inc., and its debtor-affiliates, will convene a meeting
of the Debtors' creditors at 9:00 a.m., on Nov. 16, 2005, at 1000
Elm Street, 7th Floor, Room 702, Manchester, New Hampshire.  This
is the first meeting of creditors after the case was converted to
a chapter 7 liquidation.

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

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--  
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for chapter 11
protection, they listed $43,046,000 in total assets and
$51,338,000 in total debts.  The Court converted the Debtors'
chapter 11 cases to a chapter 7 liquidation proceeding on
Oct. 12, 2005.


S-TRAN HOLDINGS: Gets Interim OK to Continue Using Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
interim order authorizing S-Tran Holdings, Inc., and its debtor-
affiliates to:

   a) continue, until December 31, 2005, using cash collateral
      securing repayment of prepetition obligations to LaSalle
      Business Credit, LLC, and American Capital Financial
      Services, Inc., as agent for American Capital Strategies,
      Ltd., and ACS Funding Trust I; and

   b) pay $1,000,000 to LaSalle.

Continued access of cash collateral will allow the Debtors to
proceed with an orderly liquidation and maximize the recoveries
for all creditors, and LaSalle will clearly benefit from a
continued orderly liquidation.

                       Debtors' Indebtedness

The Debtors owe $11.8 million to LaSalle under senior secured
credit facility.  LaSalle asserts a security interest under the
prepetition credit facility in all of the Debtors' assets.  The
Debtor also owe $7.5 million to ACFS.  The debt to ACFS is secured
by a lien on substantially all of the Debtors' assets pursuant to
the note and equity purchase agreement dated February 6, 2003,
between LaSalle, ACFS and the Debtors.

                        Adequate Protection

To provide the Lenders with adequate protection, LaSalle will be
granted:

   * a first priority security interest in all of the Debtors'
     assets; and

   * a junior security interest, subject and prior to the existing
     senior liens of other secured creditors in all collateral
     encumbered by Prior Permitted liens.

LaSalle will be paid $1 million of the auction proceeds from the
sale of the Debtors' personal property assets payment of which to
LaSalle was held back pursuant to the order permitting Debtors to
pay lender, provided that additional payments are made in further
reduction of the Debtors' indebtedness to LaSalle.

ACFS will also receive additional liens in the collateral,
excluding any and all avoidance actions, and subject and
subordinate to carve-out.  To the extent that the replacement
liens are insufficient to adequately protect ACFS from any
diminution in value, a superpriority administrative expense claim
under section 507(b) of the Bankruptcy Code, is granted.

A copy of the Debtors' budget is available for free at
http://ResearchArchives.com/t/s?27b

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SHAW GROUP: Earns $17.9 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) reported financial results for its
fourth quarter and fiscal year ended August 31, 2005.  

Net income for the fourth quarter of fiscal 2005 was
$17.9 million.  This compares to net income of $10.9 million for
the fourth quarter of fiscal 2004.  Income from continuing
operations for the fourth quarter of fiscal 2005 was
$17.9 million, compared to $12.2 million for the fourth quarter of
fiscal 2004.  Revenues for the fourth quarter of fiscal 2005 were
$818.7 million compared to $806.2 million in the previous year's
fourth quarter.

For the fiscal year ended August 31, 2005, the Company reported
net income of $16.4 million, including charges of $47.8 million
($31.1 million after taxes) for the early retirement of debt and
$6.9 million after taxes for the valuation of a deferred tax
asset.  Not including the charges, net income would have been
$54.3 million for fiscal 2005.

For the year ended August 31, 2004, Shaw reported a net loss of
$29 million.  Revenues for the fiscal year ended August 31, 2005
were $3.3 billion, compared to $3.0 billion for the fiscal year
ended August 31, 2004.

Shaw's backlog totaled $6.7 billion at August 31, 2005, Shaw's
highest ever backlog and a 16% increase over the backlog at
August 31, 2004.  Approximately $2.4 billion, or 36% of the
backlog, is expected to be converted during fiscal 2006.  Nearly
$3 billion, or 45% of the backlog, is comprised of projects for
energy industry customers, primarily in fossil fuel and nuclear
power plants and approximately $2.2 billion, or 33%, is in the
environmental and infrastructure sector, primarily in contracts
with Federal agencies.  Approximately $1.4 billion of the backlog
is related to the chemicals industry.

J.M. Bernhard, Jr., Chairman and Chief Executive Officer of The
Shaw Group, Inc., said, "We are very pleased with our fourth
quarter net income of $0.23 per diluted share, as well as our
positive net cash flows from operations of $7.0 million.  This
marks our sixth consecutive quarter with positive results in both
net income and net cash flows, excluding the third quarter charges
for the debt retirement and a deferred tax asset valuation
allowance.  Not including the third quarter charges, our net
income for fiscal 2005 was a strong $0.77 per diluted share."

Mr. Bernhard added, "Shaw reported record backlog as of August 31,
2005, as we added three very significant projects this past
quarter - the PPL scrubbers, the SHARQ ethylene plant in Saudi
Arabia, and the Cleco CFB power plant.  We are particularly
pleased with these major awards because they demonstrate our
success in establishing a global leadership position in the
markets we serve.  As we move into fiscal 2006, Shaw will continue
to be a world leader in providing solutions to industrial and
governmental clients.  We are well positioned with premier
technology and professional capabilities to continue to pursue
additional significant opportunities afforded us by expanding
markets, especially within the fossil fuel and nuclear power
generation, petrochemical processing, emergency response and
infrastructure markets."

Headquartered in Baton Rouge, Louisiana, The Shaw Group Inc. --
http://www.shawgrp.com/-- is a leading global provider of   
technology, engineering, procurement, construction, maintenance,
fabrication, manufacturing, consulting, remediation, and
facilities management services for government and private sector
clients in the energy, chemical, environmental, infrastructure and
emergency response markets.  The Company, with over $3 billion in
annual revenues, employs approximately 20,000 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region.  The Company was
recently named to Fortune magazine's annual list of "America's
Most Admired Companies" for the second consecutive year.

                        *     *     *

As reported in the Troubled Company Reporter on July 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on engineering and construction services provider The Shaw
Group Inc. to 'BB' from 'BB-' and removed it from CreditWatch,
where it was placed with positive implications in April 2005.  S&P
said the outlook is stable.


STRESSGEN BIOTECH: Raising $2.625 Mil. in Private Equity Placement
------------------------------------------------------------------
Stressgen Biotechnologies (TSX: SSB) has engaged Canaccord Capital
Corporation for a private placement offering of up to 7,500,000
Units at a price of $0.35 per Unit for aggregate gross proceeds of
up to $2,625,000.  

The size of the Private Placement may be increased by up to
5,000,000 million Units, or incremental proceeds of $1,750,000 in
over-allotments.  

Canaccord has agreed to offer the Units on a best efforts agency
basis.

Each Unit is comprised on one common share and one-third of one
common share purchase warrant.  Each Warrant is exercisable into
one common share of Stressgen Biotechnologies at a price of $0.50
for a period of twenty-four months.

The Private Placement is subject to receipt of all required
regulatory approvals.

Stressgen Biotechnologies Corporation sells bioreagent products.  
The Company's primary focus since 1993 has been the research and
development of innovative stress protein-based fusion products
that will stimulate the body's immune system to combat viral
infections and related cancers.  The corporation is publicly
traded on the Toronto Stock Exchange under the symbol SSB.

                         *     *     *

                       Going Concern Doubt

The Company's auditor, Deloitte & Touche LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, in its March 14, 2005, audit report, pointing to
the Company's recurring losses from operations and difficulty in
generating sufficient cash flow to meet its obligations and
sustain its operations.

At June 30, 2005, the Company had cash, cash equivalents and
short-term investments totaling $13,230,000, working capital of
$9,400,000 and accumulated deficit of $222,409,000.  

At December 31, 2004, the Company had cash, cash equivalents and
short-term investments totaling $21,578,000, working capital of
$19,335,000 and accumulated deficit of $212,349,000.  The Company
incurred a net loss from continuing operations of $17,520,000 for
the six months ended June 30, 2005, and a net loss from continuing
operations of $31,845,000 for the year ended December 31, 2004.  
The Company used $16,967,000 of net cash in operations for the six
months ended June 30, 2005.  


STRESSGEN BIOTECHNOLOGIES: European Patent Office Upholds Patent
----------------------------------------------------------------
Stressgen Biotechnologies (TSX: SSB) has received a favorable
decision in its patent challenge by Antigenics from an Opposition
Division of the European Patent Office that maintained the
Company's European Patent EP-B1 1,002,110 in amended form.  The
Opposition by Antigenics was therefore dismissed, although they
have the right to appeal the decision.

Oppositions can be filed by third parties at the European Patent
Office against European patents to challenge their validity.   
Antigenics filed an Opposition to Stressgen's patent in 2003, and
cited over 140 documents to support its invalidity arguments.
After fully considering the documents and extensive written and
oral arguments of opposing counsel, the European Patent Office
announced its decision, favorable to Stressgen, on October 19,
2005.  This patent can be kept in force until 2018.

"We are obviously pleased that an Opposition Division of the
European Patent Office has upheld our patent," commented Gregory
M. McKee, President and CEO of Stressgen.  "This successful ruling
maintaining the original patent provides further evidence of the
strength of our heat shock protein intellectual property
portfolio, and in particular, reinforces an important composition-
of-matter patent covering our lead product candidate, HspE7."

The Opposition Division of the European Patent Office held that
the amended claims involve inventive step and are fully enabled.   
These claims cover fusion proteins comprising a heat shock
protein, or portions thereof, and a human papillomavirus (HPV)
protein antigen, or portion thereof, and being capable of inducing
or enhancing a cell-mediated, cytolytic immune response in
patients.  The claims also cover related embodiments, such as
nucleic acids encoding the fusion protein and pharmaceutical
compositions containing the fusion protein.

Stressgen Biotechnologies Corporation sells bioreagent products.  
The Company's primary focus since 1993 has been the research and
development of innovative stress protein-based fusion products
that will stimulate the body's immune system to combat viral
infections and related cancers.  The corporation is publicly
traded on the Toronto Stock Exchange under the symbol SSB.

                         *     *     *

                      Going Concern Doubt

The Company's auditor, Deloitte & Touche LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, in its March 14, 2005, audit report, pointing to
the Company's recurring losses from operations and difficulty in
generating sufficient cash flow to meet its obligations and
sustain its operations.

At June 30, 2005, the Company had cash, cash equivalents and
short-term investments totaling $13,230,000, working capital of
$9,400,000 and accumulated deficit of $222,409,000.  

At December 31, 2004, the Company had cash, cash equivalents and
short-term investments totaling $21,578,000, working capital of
$19,335,000 and accumulated deficit of $212,349,000.  The Company
incurred a net loss from continuing operations of $17,520,000 for
the six months ended June 30, 2005, and a net loss from continuing
operations of $31,845,000 for the year ended December 31, 2004.  
The Company used $16,967,000 of net cash in operations for the six
months ended June 30, 2005.  


SWIFT & CO: S&P Reviews BB- Corp. Credit Rating & May Downgrade
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on one of the largest U.S. protein
processors, Swift & Co., on CreditWatch with negative
implications.

At Aug. 28, 2005, Greeley, Colorado-based Swift had total debt --
adjusted for capitalized operating leases -- of $738.1 million.

The CreditWatch placement reflects the difficult operating
conditions in all three of the company's segments -- Swift Beef,
Swift Pork, and Swift Australia, and the related weakness in
credit protection measures.

S&P's analysis will focus on management's operating expectations
and its financial strategies given the current difficult industry
conditions.


TIMOTHY MCCORMICK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Timothy McCormick
        d/b/a TLC Pets of Darien
        84 Wilton Crest
        Wilton, Connecticut 06897

Bankruptcy Case No.: 05-52015

Type of Business: The Debtor operates a retail pet store.

Chapter 11 Petition Date: October 16, 2005

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  777 Summer Street, 2nd Floor
                  Stamford, Connecticut 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325 4376
              
Estimated Assets: Not Provided

Estimated Debts:  $50,001 to $100,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Internal Revenue Services                             $40,000
   135 High Street, Stop 155
   Hartford, CT 06103

   Rucci Burnham Carta Carello & Reilly, LLP              $9,945
   P.O. Box 1107
   Darien, CT 06820

   E.K. Williams & Co.                                    $6,885
   251 North Avenue, Suite 104
   Bridgeport, CT 06606

   SNET Information Services, Inc.                        $6,054

   Department of Revenue Services                         $5,055

   Chase Small Business Financial Services                $5,052

   Staples Credit Plan                                    $4,136

   Chase Auto Finance                                     $2,242

   CIT Technology Fin Serv Inc.                           $2,038

   Vanguard Greene and West                               $2,012

   OK Pet Supply, Inc.                                    $1,030

   Esxxon Mobil                                           $1,024

   Yankee Gas Services Co                                   $940

   Stamford Anesthesiology Services, P                      $880

   One Beacon Insurance                                     $775

   Sprint                                                   $685

   Connecticut Light & Power                                $650

   Jungle Inc.                                              $536

   Hanover Insurance                                        $465

   Wilton Emergency Medical Svc.                            $414


THISTLE MINING: Expects to Spend $4.5 Million in African Job Cuts
-----------------------------------------------------------------
Thistle Mining Inc. (AIM: TMG) reported that management of its
President Steyn Gold Mine in South Africa reached agreement with
the National Union of Mine Workers and the Solidarity Union
pursuant to section 189A of the Labour Relations Act.

A section 189A restructuring obliges the employer and the unions
to engage in a process of consultation, the purpose of which is to
attempt to reach consensus on a broad range of issues, including
measures to avoid job losses and, should these become necessary,
the timing, selection criteria and the severance terms of such
losses.

Key elements of the agreement are:

   -- Termination of certain contractors

      Formal notice has been given to these contractors in terms
      of contractual agreements with the Mine.

   -- Undertaking by the Unions to work a 6-day workweek and to
      terminate Continuous Operations (operational on every day of
      the year other than South African public holidays) at number
      3 shaft as from October 17, 2005.

      The Continuous Operations agreement negotiated with the
      Unions earlier in the year has proved not to be as
      productive as originally planned.

   -- Re-employment provisions

      Should there be a need to engage employees in the future:

      (1) management have agreed to recall retrenched employees
          for a 12 month recall period; and

      (2) thereafter management have agreed to give preference to
          retrenched employees for a further 12 month period.

   -- Severance terms for voluntary and involuntary retrenchments.

      The severance package includes the payment of one month's
      notice period plus payment of 2 weeks of wages for every
      year of completed service.

   -- Provision has also been made for retraining of employees who
      are subject to involuntary retrenchment.

The number of voluntary and involuntary retrenchments amounts to
approximately 52 and 1347 employees respectively, or 27% of the
current workforce at the Mine.  This is less than the 2,000 jobs
that management initially believed might be affected and gives
credit to the Section 189 consultancy process.  After giving
effect to the retrenchments production staff has been reduced by
approximately 10% in aggregate while non-production staff has been
reduced by approximately 40% in aggregate.

The total cost of retrenchment is estimated at approximately
R29 million or US$4.5 million.

The implementation of the agreement is expected by management to
assist in restoring the profitability of the Mine.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.  On May 3, 2005, the Company's affected creditors approved
the Company's Plan.  The Court approved the Plan on May 10, 2005.  
Thistle Mining emerged from the Companies' Creditors Arrangement
Act protection on June 30, 2005.  

The Company's management said in its second quarter report that
although the implementation of the Plan will significantly reduce
its financial liabilities, the Company will still require
additional financing through the remainder of 2005 to continue
funding its South African operations, complete the feasibility
study of its Philippine operations, service its debt obligations
and fund its corporate expenses.

The Company has not yet obtained additional financing and does not
have any additional sources of cash flow from operations.  Until
the Company is able to obtain additional financing, either through
additional debt or equity, the Company will be dependent on the
continued financial support of Meridian, who has provided
approximately $21.8 million in short term funding for the period
January 7, 2005, to June 30, 2005.

Meridian Capital Limited has assigned one-half of its interests in
the financing to Casten Holdings Limited and one-half of its
interests in the financing to MC Resources Limited, a wholly owned
indirect subsidiary of Meridian Capital Limited.  

Although the Company believes that Casten and MC Resources Limited
will continue to support it through the balance of 2005 as it
attempts to implement its revised business plan, there can be no
assurances that Meridian will provide additional financing and
that the Company will be able to continue as a going concern.


TIME WARNER: S&P Junks $240-Mil. Senior Secured Notes After Review
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'CCC+' senior unsecured debt ratings on Littleton,
Colorado-based competitive local exchange carrier Time Warner
Telecom Inc., as well as the 'B' corporate credit and 'CCC+'
senior unsecured debt ratings for intermediate holding company
Time Warner Telecom Holdings Inc.  At the same time, we lowered
the rating on the $240 million senior secured second lien floating
rate notes to 'CCC+' from 'B'.

"Ratings were simultaneously removed from CreditWatch, where they
were placed with negative implications on Sept. 1, 2005, given our
heightened concerns about the company's ultimate debt repayment
ability in light of continued net free cash flow shortfalls
generated by the company after capital expenditures and an
uncertain competitive environment," said Standard & Poor's credit
analyst Catherine Cosentino.  The rating outlook is negative.

At the same time, Standard & Poor's assigned a 'B' rating to Time
Warner Telecom Holdings Inc.'s $310 million in total secured
credit facilities with a '5' recovery rating, indicating
negligible 0-25% of principal recovery prospects in a payment
default or bankruptcy scenario.  Borrowings under the term loan
will be used to fund capital expenditures, and the company will
refinance its $200 million 9.75% senior notes due 2008 from cash
on hand.  At June 30, 2005, the company had $1.5 billion of total
debt outstanding.

The affirmation reflects our assessment that Time Warner Telecom's
business risk, while still vulnerable, continues to support the
current 'B' rating, given its ongoing generation of EBITDA and
potential to achieve a meaningful net free cash flow positive
position over the next several years as it expands its enterprise
customer revenues. Growth in the company's Metro Ethernet services
will be a particularly important component in achieving such net
cash improvement.  Business customers gradually have been adopting
such services, because they provide more flexible features
relative to traditional private line, frame relay, or ATM
services.

S&P expects business customers increasingly will adopt Metro
Ethernet services over the next few years, and that Time Warner
Telecom's revenue levels will benefit from this service
growth.


TITANIUM METALS: H.C. Simmons Replacing J.L. Martin as CEO
----------------------------------------------------------
Titanium Metals Corporation's (NYSE:  TIE) Chairman, President and
Chief Executive Officer, J. Landis Martin, reported his retirement
from the Company effective November 15.  

Mr. Martin has been CEO of TIMET since 1995 and Chairman since
1987.  Robert Musgraves, current Chief Operating Officer for North
America and Christian Leonhard, current Chief Operating Officer
for Europe, will become co-Presidents upon Martin's retirement.

Harold C. Simmons, the controlling stockholder of TIMET and
TIMET's parent company Valhi, Inc., will become Chairman of the
Board and Chief Executive Officer.  Steven L. Watson, President
and Chief Executive Officer of Valhi, Inc., will become Vice
Chairman of the Board.

Robert Musgraves has served as Chief Operating Officer for North
America since 2002.  Mr. Musgraves previously served as Executive
Vice President of TIMET from 2000 to 2002 and as General Counsel
from 1990 to 2002.

Christian Leonhard has served as Chief Operating Officer for
Europe since 2002.  Mr. Leonhard previously served as Executive
Vice President for Operations of TIMET from 2000 to 2002.  Mr.
Leonhard joined TIMET in 1988 as General Manager of TIMET France,
became President of TIMET Savoie S.A. in 1996 and President of
European Operations in 1997.

Mr. Martin said, "I have had the good fortune of working with Bob
and Christian for over 15 years.  As co-Presidents, I have every
confidence that they will be well positioned to help TIMET take
advantage of the many opportunities that it currently has."  
Martin also said that following his retirement from TIMET he plans
to form a private equity firm to invest in middle and small market
industrial companies.

Mr. Simmons said, "Lanny has provided excellent leadership and
guidance for several of our businesses for a long period of time.   
In recent years, he and his team at TIMET have positioned the
business to continue to excel in the future.  We are very
confident that the team leadership by Bob and Christian will serve
the Company well."

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal   
products.  

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.  


TITANIUM METALS: Declares Dividend on 6-3/4% Series A Pref. Stock
-----------------------------------------------------------------
Titanium Metals Corporation's (NYSE:  TIE) board of directors
declared a quarterly dividend of $0.84375 per share on its
6-3/4% Series A Preferred Stock, payable on December 15, 2005, to
stockholders of record as of the close of business on December 1,
2005.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal   
products.  

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.  


TOYS "R" US: S&P Junks Senior Unsecured Notes After Review
----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Toys "R" Us Inc. to 'B-' from 'B+' and the senior
unsecured rating to 'CCC' from 'B-'.  All ratings were removed
from CreditWatch, where they had been placed with negative
implications since Jan. 8, 2004.

At the same time, Standard & Poor's assigned a 'B-' rating to the
proposed $1.5 billion U.S. PropCo credit facility due in 2008.  
Proceeds from this offering will be used to repay the majority of
a $1.9 billion bridge loan that was used to help finance the $6.2
billion acquisition of the Wayne, New Jersey-based company by
three investment groups.  The outlook is stable.

"The downgrade reflects Toys "R" Us' substantial debt burden
post-merger," said Standard & Poor's credit analyst Diane Shand.  
Total debt to EBITDA increased to 8.4x for the 12 months ended
Aug. 2, 2005, from 5.4x for the 12 months ended May 3, 2005, due
to the leveraged buyout.

The ratings on Toys "R" Us Inc. reflect the company's
participation in the intensely competitive retail toy industry,
its inability to find a differentiated niche within the U.S. toy
industry, its high leverage, and thin cash flow protection
measures.

Since the mid-1990s, Toys has faced intense competition from
discount department stores and other retailers of toys and
electronic games.  In addition, traditional toys have decreased in
importance, as children are turning to video games, computer
software, sporting goods, and music for entertainment at younger
ages.  As a result, Toys' performance has been inconsistent
despite its important position in the toy industry and
management's repositioning efforts.


TRISTAR HOTEL: Sec. 341(a) Meeting Continued to October 26
----------------------------------------------------------
The U.S. Trustee for Region 17 will continue the meeting of
Tristar Hotels and Investments, LLC's creditors tomorrow,
Oct. 26, 2005, at 2:00 p.m., at Room 269, U.S. Federal Bldg.,
280 S 1st Street, San Jose, California 95113-3004.  The Debtor or
its counsel did not appear on the previously scheduled meeting on
Oct. 5, 2005.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Mountain View, California, Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


UAL CORP: Wants Settlement on Barclays' $14.4 Million Claim Okayed
------------------------------------------------------------------
Prior to UAL Corporation's bankruptcy petition date, Barclays
Bank PLC financed two 737-322 aircraft in UAL and its debtor-
affiliates' fleet through leveraged lease transactions.  The
Aircraft bear tail numbers N323UA and N324UA. Each of the Aircraft
was initially acquired by a separate owner trust that in turn
leased the Aircraft to the Debtors under lease agreements dated
Aug. 1, 1988.

Under the terms of the Leases, the Debtors were obligated to make
regular rent payments as set forth in each Lease.  From and after
the Petition Date, the Debtors continued to use the Aircraft in
their business operations.

The Aircraft were part of the auction pool portion of the
Debtors' fleet.  Shortly after the Petition Date, the Debtors
sent proposals to financiers of auction pool aircraft to
restructure its lease and mortgage obligations.  In December
2002, Barclays signed two restructuring proposals related to the
Aircraft, under which the Debtors would compensate Barclays at a
rate of $65,000 per month for its use of the aircraft.

The next step in the process was for the Debtors and Barclays to
execute term sheets that would provide more detail to the
restructuring proposals.  In July 2003, the Debtors and Barclays
entered into two separate term sheets for the Aircraft, which the
Court approved.  The Debtors were, thus, authorized to execute
definitive documentation in connection with the restructuring of
the Leases.

The Term Sheets would expire if the parties did not complete the
definitive documentation within a certain period of time.  The
termination dates of the Term Sheets were extended numerous times
as the parties negotiated the definitive documentation to
complete the restructurings.

However, the Debtors and Barclays could not come to terms on the
definitive documentation, and the Term Sheets eventually expired
in November 2004.  Per the Term Sheets, the Debtors did not make
any payments to Barclays for its use of the Aircraft while the
parties attempted to complete the definitive documentation.

In January 2005, the Debtors and Barclays entered into a letter
agreement by which the Debtors would reject the Aircraft and
return them to Barclays.  The Debtors rejected the leases
pursuant to a Court order dated January 24, 2005 with an
effective rejection date of January 31, 2005.

In March 2005, Barclays filed claims which amended previously
filed claims and which assert administrative and unsecured claims
with respect to the Aircraft:

                   Previously-Filed
    Claim No.          Claim No.          Aircraft
    ---------      ----------------       --------
     43867             39137               N324UA
     43866             3910                N323UA

Barclays asserts an aggregate of $32,255,096 in unsecured claims.

In August 2005, Barclays sought the allowance and payment of an
administrative expense claim for the Debtors' postpetition use of
the Aircraft.  Barclays calculated the Administrative Claim under
the Leases at $6,216,992 for N323UA, and $6,219,469 for N324UA --
plus attorneys' and brokerage fees -- for a total of $14,125,550.

The Debtors and the Official Committee of Unsecured Creditors
objected to the Administrative Expense Request.

The Debtors, Barclays, and the Committee submitted a joint
pretrial statement on Sept. 12, 2005, in preparation for an
evidentiary hearing on the Administrative Expense Request.

In the interim, the Debtors and Barclays engaged in a series of
good-faith negotiations and reached an agreement to resolve the
Administrative Expense Request and the Claims.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Illinois to approve its settlement with Barclays.

The settlement provides that:

   (a) the Debtors will pay Barclays $81,363 per month for use
       of the Aircraft from the Petition Date through the
       Return Date, totaling $2,077,469 for N323UA and
       $2,101,879 for N324UA, for a total of $4,179,348;

   (b) the Debtors will pay Barclays $30,000 in legal fees; and

   (c) Barclays will be allowed an Unsecured Claim for
       $10,359,915 for N323UA and $10,404,638 for N324UA, which
       was calculated by subtracting the current fair market
       value of the aircraft and the administrative claim
       payments from the stipulated loss value of the aircraft
       at the Petition Date and $85,000 in attorneys' fees.

Mark Kieselstein, Esq., at Kirkland & Ellis, in Chicago,
Illinois, asserts that the settlement with Barclays is
advantageous to the Debtors.  Barclays will receive $11,500,000
less than the face value asserted in its Claim.  The Debtors will
avoid the costs of additional negotiation or litigation, in which
there is no guarantee of success.  Without the settlement, the
matter would proceed to an evidentiary hearing with legal
preparation and expert testimony.

Mr. Kieselstein admits that the settlement of the Administrative
Claims exceeds the amount of postpetition rent under the Term
Sheets.  However, the settlement amount approximates market rates
for the Debtors' postpetition use of the Aircraft.

This compromise prevents the Debtors from having to compensate
Barclays at much higher prepetition lease rates under Section
365(d)(10) of the Bankruptcy Code, Mr. Kieselstein says.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the         
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court to Approve VX Capital Aircraft Settlement
---------------------------------------------------------------
Vx Capital Partners LLC is the controlling party of six aircraft
bearing Tail Nos.:

   -- N173UA,
   -- N320UA,
   -- N343UA,
   -- N383UA,
   -- N385UA, and
   -- N386UA.

All aircraft are Boeing Model 737-322, except Tail No. N173UA,
which is a Boeing 747-422.

Vx Capital is acting on behalf of:

            Owner Participant        Aircraft
            -----------------        --------
            V6U-737 LLC               N320UA
            V9U-737 LLC               N343UA
            V8U-737&757 LLC           N383UA
            V3U-747 LLC               N173UA
            V4U-737x2 LLC             N385UA
                                      N386UA

Against this backdrop, UAL Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of
Illinois to approve their letter agreement with Vx Capital,
resolving certain claims filed by Vx Capital with respect to
respect these Aircraft:

  1) N320UA

     The Debtors will pay V6U a $1,972,500 administrative claim
     for rent from the Petition Date to February 28, 2005,
     equating to $75,000 per month.  V6U will also be allowed a
     $12,860,728 general, unsecured deficiency claim.

  2) N343UA

     The Debtors will pay V9U a $2,580,000 administrative claim
     for rent from the Petition Date to October 21, 2005,
     equating to $75,000 per month, to be adjusted pro-rata if
     the October 21 return date is delayed.  V9U will also be
     allowed a $13,198,544 general unsecured deficiency claim.

  3) N320UA and N343UA

     The Debtors' obligations derived from these aircraft will be
     paid in cash.  The general, unsecured deficiency claims for
     the two aircraft will be calculated by subtracting the sum
     of:

        (a) current fair market value of the aircraft; and

        (b) administrative claims paid under the Letter
            Agreement,

     from the stipulated loss value, as of the Petition Date,
     plus $100,000 for legal fees.

  4) N383UA, N385UA, and N386UA

     V8U and V4U will reduce the monthly rent on these aircraft
     from $100,000 to $85,000 for the remainder of the lease.
     The Debtors will relinquish the termination option on these
     aircraft.

  5) N173UA

     The Debtors will relinquish the termination option
     on this aircraft.

David A. Agay, Esq., at Kirkland & Ellis, in Chicago, Illinois,
assures the Court that the Letter Agreement is in the best
interests of the Debtors, creditors and the estates.

V6U and V9U are entitled to an administrative claim for the
Debtors' use of Aircraft N320UA and N343UA.  The Debtors will pay
rent in excess of the term sheet rates by $10,000, but will avoid
the cost and uncertainty of litigating the "market value" for
using these aircraft.

Without a settlement, Mr. Agay says, the matter would require an
evidentiary hearing and expert testimony.  Since the market for
B737 aircraft has improved recently, the Debtors would risk that
the "market rate" exceeds $75,000 for the months preceding
rejection of the aircraft.

Also, in exchange for the administrative claims for N320UA and
N343UA and the return of N343UA, the rent on N383UA, N385UA, and
N386UA has been reduced by $15,000 for each plane for the
remainder of the lease.  Mr. Agay asserts that the new rates for
these aircraft "are very attractive and are below current market
rates."

The $47,454,903 general, unsecured deficiency claims asserted in
connection with N320UA and N343UA will also be settled for
$20,000,000 less under the Letter Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the         
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Inks Pact Resolving Disputes with NJ Treasury Department
------------------------------------------------------------------
On July 15, 2005, the New Jersey Department of Treasury, Division
of Taxation, issued a final determination letter to UAL
Corporation and its debtor-affiliates for sales and use taxes,
recounts Eric W. Chalut, Esq., at Kirkland & Ellis, in Chicago,
Illinois.

The Final Determination asserted that the Debtors owed the NJDOT
sales tax and interest of:

   * $636,013 for the period from July 1998 to September 2001;
     and

   * $119,055 for the period from October 2001 to June 2002.

The NJDOT filed Priority Claim No. 43492 for $993,576 in the
Debtors' cases, reflecting its estimate of the Debtors' tax
liability based on an audit of United Air Lines, Inc.

The Debtors and the NJDOT negotiated to resolve the dispute and
eventually entered into a settlement.

The Debtors ask the Court to approve their Tax Settlement with the
NJDOT.

The Tax Settlement provides that the Debtors will pay $450,000 to
the NJDOT to satisfy the Claims within 30 days from the
Confirmation Order, no later than March 31, 2006.

Mr. Chalut assures the Court that the Debtors engaged in good
faith, arm's-length negotiations with the NJDOT.  The Tax
Settlement is in the best interests of the estate and will allow
the Debtors to avoid further litigation, which costs may exceed
the claimed deficiency.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the         
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VERITAS DGC: S&P Assigns BB Rating on $155 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on seismic services company Veritas DGC Inc. to 'BB' from
'BB+'.

Standard & Poor's also assigned its 'BB' rating to the company's
$155 million in convertible floating rate senior notes due in
2024.
     
The outlook is stable. As of July 31, 2005, Houston, Texas-based
Veritas had approximately $232 million in adjusted total debt.
     
"The downgrade reflects our concerns regarding the volatility and
cyclicality associated with the geophysical sector throughout the
hydrocarbon pricing cycle," said Standard & Poor's credit analyst
Jeffrey Morrison.

"The rating action also reflects a reassessment of Veritas'
business profile," continued Mr. Morrison.
    
The stable outlook incorporates the expectation that Veritas will
continue to benefit from favorable near-term industry conditions,
free cash flow generation, solid liquidity levels, and moderate
financial policies.


VIA NET.WORKS: Completes Sale of All Operations to Interoute
------------------------------------------------------------
VIA NET.WORKS, Inc. (Euronext: VNWI) (OTC: VNWI.PK) completed the
sale of substantially all of its operating assets to Interoute
Communications Holdings S.A. and certain of its affiliates for
$18.1 million, of which $5 million was advanced to the Company
prior to the closing under an interim financing facility.

In the asset sale, Interoute acquired all of the Company's
remaining business operations comprised of its PSINet Europe
operations in Germany, France, Belgium, Switzerland and the
Netherlands and its VIA NET.WORKS operations in France, Germany
and Spain, as well as certain assets pertaining to VIA's
centralized back office and technical support systems.

The sale was closed shortly after the Company's special meeting of
its shareholders in which the requisite shareholder vote was
obtained to approve the asset sale.  At the special meeting,
shareholders holding 67% of the Company's total outstanding voting
shares approved the proposal regarding the asset sale,
representing 99% of all proxies represented and votes cast at the
meeting.

                       Company Dissolution

Also, at the special meeting, VIA's shareholders approved a plan
providing for the voluntary dissolution of the Company.  VIA
intends to file a certificate of dissolution with the Delaware
Secretary of State within two weeks.  Pursuant to the plan of
dissolution, VIA will liquidate its remaining assets, satisfy or
make reasonable provisions for its remaining obligations and make
distributions to its shareholders of all remaining proceeds.  If
the Company's board of directors determines that liquidation and
dissolution is not in VIA's best interests and the best interests
of its shareholders and creditors, our board of directors may
direct that the plan of dissolution be abandoned or may amend or
modify the plan of dissolution to the extent permitted by Delaware
law.

The Company further noted that it will begin immediately to use
the net proceeds of the sale transaction to pay down its
significant outstanding obligations to creditors and vendors.

VIA NET.WORKS, Inc. (Euronext: VNWI) (OTC: VNWI.PK) --  
http://www.vianetworks.com/-- provides business communication    
solutions to small- and medium-sized businesses in Europe. Through  
its VIA NET.WORKS and PSINet Europe brands it offers a  
comprehensive portfolio of business communications services,  
including hosting, security, connectivity, networks, voice and  
professional services.  

At June 30, 2005, VIA NET.WORKS' balance sheet showed a $874,000  
stockholders' deficit, compared to $32,605,000 of positive equity  
at Dec. 31, 2004.


VISTEON CORP: Audit Panel Completes Independent Accounting Review
-----------------------------------------------------------------
The Audit Committee of Visteon Corporation's Board of Directors
has completed its independent review of the accounting for certain
transactions relating to the company's North American purchasing
group.

As previously reported, the Audit Committee determined that
certain expenses for freight, raw materials and other supplier
costs originating in North America were recorded in periods after
Dec. 31, 2004, and should have been recorded in prior periods; the
company's management has concurred in that determination.  The
Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison
LLP, as outside counsel.  The Firm has retained Navigant
Consulting, as forensic accountants.

Based on the results of this review, the company concluded that
its financial statements for the years ended Dec. 31, 2004, 2003
and 2002 included in its 2004 Form 10-K (and the related 2004
Management Report on Internal Control Over Financial Reporting)
should no longer be relied upon, and that restatements will be
required for these periods.

The company estimates that the restatements to correct these
errors and other identified adjustments will increase Visteon's
previously reported $1.499 billion after-tax net loss for 2004 by
$35-40 million, or approximately 3%; its previously reported
after-tax net loss of $1.207 billion for 2003 by
$20-25 million, or approximately 2%; and its previously reported
after-tax net loss of $368 million for 2002 by $10-15 million, or
approximately 4%.  Visteon is assessing the impact of these
corrections and other adjustments on previously disclosed
financial results for 2005 and will include the results of that
assessment in the company's quarterly reports on Form 10-Q for
2005.  

Visteon plans to complete its review of the proposed adjustments
to facilitate the filing of restated quarterly and annual
financial results for 2004, 2003 and 2002, to be included in an
amended 2004 annual report on Form 10-K and quarterly reports on
Form 10-Q for 2005, with the Securities and Exchange Commission in
the fourth quarter of 2005.

                        Material Weakness

Although management has not completed its analysis of the impact
of the matters noted on its internal controls over financial
reporting, management expects that there are one or more material
weaknesses as of Dec. 31, 2004, in addition to those previously
reported.  The Audit Committee's independent review has also
determined that many of the accounting errors resulted principally
from improper conduct on the part of two former, non-executive
finance employees responsible for the accounting oversight of
these matters, and specifically from the periodic setting of
accruals for freight expenses at inadequate levels, as well as
delays in the processing of freight payments and raw material
price increases without adequate consideration of applicable
accounting standards.

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  With corporate offices in Van Buren Township, Mich.
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

                         *     *     *

As reported in the Troubled Company Reporter on July 4, 2005,
Moody's Investors Service has raised the corporate family rating
(previously called senior implied) of Visteon Corporation to B2
from B3 and raised the company's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4.  The rating on the company's senior
unsecured notes has been affirmed at B3, and the rating outlook is
stable.


WILLIAM COYLE: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Earle Coyle, Jr.
        195 Presque Isle
        Houma, Louisiana 70263
     
Bankruptcy Case No.: 05-21112

Chapter 11 Petition Date: October 16, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: William S. Robbins, Esq.
                  Stewart Hood & Robbins LLC
                  321 Saint Joseph Street
                  Baton Rouge, Louisiana 70802
                  Tel: (225) 267-3390
                  Fax: (225) 267-3390

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
BLC Commercial Capital Corp.  Guaranty of Loan to     $2,914,422     
645 Madison Avenue            Bilco Tools, Inc.
New York, NY 10022

Prudential Financial          Life Insurance             $70,000
Prudential Customer Service   Policy Loan
Office
P.O. Box 7390
Philadelphia, PA 19101-7390

Prudential Financial          Life Insurance             $30,000
Prudential Customer Service   Policy Loan
Office
P.O. Box 7390
Philadelphia, PA 19101-7390

Hibernia National Bank        Line of Credit            $25,935

GMAC                          2005 Chevy Equinox         $25,384
                              Value of security:
                              $18,705

American Express              Bilco Tools, Inc.          $23,205
                              Credit Card

Chase Bank                    Bilco Tools, Inc.          $22,093
                              Credit Card

Chase Bank                    Bilco Tools, Inc.          $10,637
                              Credit Card

Sears Gold Master Card        Credit Card                $10,370

Hibernia National Bank        Line of Credit              $8,142

Bank of America               Credit Card                 $4,921

Prudential Financial          Life Insurance              $3,968
                              Policy Loan

Citi Cards                    Exxon/ Mobil                $2,802
                              Credit Card

Sam's Club                    Club Card                   $1,138

American Express              Bilco Tools, Inc.             $651
                              Credit Card

Reasonover, Kirk, Esq.                                   Unknown


WINN-DIXIE: Trade Creditors Transferrs More Than $5 Mil. Claims
---------------------------------------------------------------
From July to September 2005, the Clerk of the Bankruptcy Court of
the U.S. Bankruptcy Court for the Middle District of Florida
recorded about 300 claim transfers in Winn-Dixie Stores, Inc., and
its debtor-affiliates' Chapter 11 cases.  The Claim Transfers
include:

Transferor                Transferee                Claim Amount
----------                ----------                ------------
Bell Company, Inc.        Fair Harbor Capital, LLC      $10,551

Burris Logistics          Madison Investment Trust       22,205

Elkmont Associates        Madison Investment Trust      306,281

Falcon Farms, Inc.        Credit Suisse Bank          2,166,255

Florida Keys Spring       Trade-Debt.net                  1,972
   Water Corp.

HJ Heinz Company LP       Madison Investment Trust    1,603,959

Infosys Technologies      Madison Investment Trust      250,354

Ken Robinson              Cactus Holdings Group, LLC     25,414

Kings Hawaiian            Madison Investment Trust       46,016
   Bakery West

LN Piedmont Village LLC   Liquidity Solutions           348,877

Mattel Sales Corp.        SPCP Group, LLC               478,744

Poof Toy Products         Madison Investment Trust        3,934

Rowland Coffee            M.D. Sass Re/Enterprise      $387,907
  Roasters Inc.              Portfolio Company, L.P

Supreme Distributors Co.  M.D. Sass Re/Enterprise        25,678
                             Portfolio Company, L.P.

Schwan's Consumer         SPCP Group, LLC               240,279
   Brands North America

Schwan's Consumer         SPCP Group, LLC               116,876
   Brands North America

Schwan's Bakery, Inc.     SPCP Group, LLC               510,795

Weinstein Wholesale       SPCP Group, LLC               290,002
   Meats, Inc.

Debt Acquisition Company of America V, LLC, Amroc Investments,
LLC, ASM Capital, L.P., HMAC 1999-PH1 Watauga Center Ltd.
Partnership, Redrock Capital Partners, LLC, among others, also
purchased claims from various trade vendors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest    
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


* John Bambach Joins NachmanHaysBrownstein as Managing Director
---------------------------------------------------------------
John Bambach, Jr., has joined NachmanHaysBrownstein, Inc., as
Managing Director in the Philadelphia, PA office.

Prior to joining NHB, Mr. Bambach was a director in the
Restructuring and Insolvency Group of Parente Randolph, a leading
regional accounting and consulting services firm.  His experience
there included leading out of court restructurings, assisting
start-up businesses, supporting restoration of profitability and
serving as financial advisor and strategist to debtors and
creditors in bankruptcy proceedings, including recently as
Financial Advisor to the Debtor in Re Harry F. Ortlip Company.  

Previously, Mr. Bambach served as interim CEO of a publishing
company, founded VisionTel, an award-winning telecom start-up and
served as Chairman and CEO of Integrated Telecommunications Corp.  
He began his career an investment banker with E.F. Hutton, now
part of American Express.

John Bambach, Jr. is an Adjunct Faculty Member of New York
Institute of Technology's Ellis Graduate School, where he teaches
Corporate Finance and Economics.  He holds an MBA degree from NYIT
(Ellis) and a BA degree from LaSalle University.

NachmanHaysBrownstein, Inc., is one of the country's leading
turnaround and crisis management firms, having been included among
the "Top Twelve Turnaround Firms" in Turnarounds & Workouts for
the past ten consecutive years.


* NachmanHaysBrownstein Elects Jason Consoli as Managing Director
----------------------------------------------------------------
Jason Consoli has been promoted to Managing Director in the
Atlanta, Georgia office of NachmanHaysBrownstein, Inc.  He brings
over ten years experience in both distressed and traditional
banking, as well as in sales and sales management to his new role
in the firm.

Jason Consoli earned his M.B.A. in Finance from the Goizueta
School of Business at Emory University, and a B.S. in Business
Management at San Diego State University. In addition, he is a
Chartered Financial Analyst and a member of the Turnaround
Management Association.

NachmanHaysBrownstein, Inc. is one of the country's leading
turnaround and crisis management firms, having been included among
the "Top Twelve Turnaround Firms" in Turnarounds & Workouts for
the past ten consecutive years.


* TMA Launches Programs to Assist Businesses Hit by Katrina
-----------------------------------------------------------
When estimates of the Katrina devastation and the probable loss of
half the small businesses in the Gulf Coast region hit the news,
the members of the Turnaround Management Association began to
equate what needed to be done with what they do every day -- help
companies in deep distress get back on their feet.  

The next few weeks were spent researching the real situation and
how best to help.  Members of the TMA Louisiana chapter reported a
chaotic scenario: poor communications, missing employees, damaged
or destroyed facilities, extreme difficulties in reaching
government agencies, slow response in getting promised start-up
cash, bureaucratic and political barriers, and poor leadership
overall.

"Virtually every business is in crisis; many of which have been
healthy companies until now.  Few know how to restore their
operations and most bankers need help working out loans," said
Hank Arnold, Louisiana Chapter President, whose Baker Donelson
Bearman Caldwell & Berkowitz offices in New Orleans have relocated
to Baton Rouge.  

Four weeks later, at the Oct. 20 opening session of the Turnaround
Management Association, Chairman Ward Mooney announced TMAssist, a
public service program that includes a series of free workshops
for small business owners and bankers, educational materials and
an online resource center.  With all volunteer faculty members and
in-kind and monetary donations by TMA's 34 Chapters, TMA hopes to
launch its first workshop within a few weeks if resources from
local business and governmental groups can be arranged.

"This will take a massive volunteer effort and we will have to
think out of the box in developing our resources and educational
materials.  This is not your textbook turnaround," said Jim
Matthews, TMA vice president of public affairs. "But our members
are dedicated to corporate renewal and these kinds of challenges
are what gets their adrenalin flowing."

Matthews, past Louisiana Chapter president Rick Blum, who is
president of Kingsley Consulting Group Ltd, and Jim Ross, chair of
the TMAssist committee and principal in Morris-Anderson &
Associates Ltd in Chicago, took their case to the Chapter
President's Council on Oct. 19 and reported an overwhelming
response of support.  The Chapter Resource and Response Council
approved a $10,000 allocation for the workshops.

Turnaround Management Association - http://www.turnaround.org/--  
is the only international non-profit association dedicated to
corporate renewal and turnaround management.  With international
headquarters in Chicago, TMA's 7000 members in 34 regional
chapters comprise a professional community of turnaround
practitioners, attorneys, accountants, investors, lenders, venture
capitalists, appraisers, liquidators, executive recruiters and
consultants.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (463)       1,456       85
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (81)         667      129
Crown Media HL          CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm           DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (69)         283       22
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (317)       1,170      300
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Qwest Communication     Q        (2,663)      24,070    1,248
RBC Bearings Inc.       ROLL         (5)         247      125
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Rural Cellular          RCCC       (465)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110     (22)
SBA Comm. Corp.         SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (46)          20      (55)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (48)         447      (96)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.         WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811


                          *********

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., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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