TCR_Public/051114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 14, 2005, Vol. 9, No. 270

                          Headlines

ACA ABS: Fitch Chips $18 Mil. Pref. Shares' Rating to B from BB
ALESTRA S: Fitch Affirms B- Foreign & Local Currency Ratings
ALLEGHENY ENERGY: S&P Puts BB Rating on $1 Bil. Sr. Secured Loan
ALLIANCE GAMING: Reports Financial Results for FY 2005 4th Quarter
AMERIPATH INC: S&P Puts BB- Rating on Proposed $298.5-Mil Sr. Loan

ANCHOR GLASS: Court Okays Cohen & Grigsby as Special Counsel
ANCHOR GLASS: Wants to Establish Interim Compensation Procedures
ASARCO LLC: Encycle's Ch. 7 Trustee Taps Schmidt as Bankr. Counsel
ASARCO LLC: Encycle's Ch. 7 Trustee Taps Avalos as Property Broker
ATA AIRLINES: Inks Letter of Intent on Boeing Aircraft Lease

ATA AIRLINES: Wants New John Denison Employment Pact Approved
AUTOPISTA DEL MAYAB: Moody's Reviews Ba1 Currency Debt Rating
BATTERY PARK: Moody's Puts $9 Mil. Notes' Caa2 Rating on Watchlist
CACHET PRODUCTS: Case Summary & 111 Largest Unsecured Creditors
CENTURY FUNDING: Moody's Puts $30 Mil. Notes' Rating on Watchlist

CITIGROUP MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
COLLINS & AIKMAN: Gets Green Light to Amend $150MM DIP Agreement
COLLINS & AIKMAN: Outlines Key Employee Retention Program
COLLINS & AIKMAN: Reports Form 10-Q Filing Delay
COMCAST HOLDINGS: Moody's Lifts $1.45 Billion Debts' Low-B Ratings

CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $35.6 Mil.
CREDIT SUISSE: Fitch Lifts $27.1 Mil. Class H Cert. Rating to B
DELTA AIR: Sept. 30 Balance Sheet Upside-Down by $8.463 Billion
DENBURY RESOURCES: Files Third Quarter Financials Results
DIDIER ROGEZ: Court Okays Charles Logan as Bankruptcy Counsel

DIVERSIFIED ASSET: Fitch Holds Junk Rating on $36.9M Class B Notes
DYER FABRICS: Bankruptcy Court Dismisses Chapter 11 Case
ENRON CORP: Citrus Entities' Claims Bar Date is Jan. 17, 2007
FLYI INC: Nasdaq Says Common Stock Will be Delisted on Nov. 16
GMAC MORTGAGE: Fitch Affirms B Ratings on Three Cert. Classes

GREEKTOWN HOLDINGS: Moody's Rates $185 Million Unsec. Notes at B3
ICG COMMS: Response to Southwestern Bell Can be Filed Under Seal
IIB LUXEMBOURG: Moody's Rates New Loan Participation Notes at B1
JER CRE: Fitch Puts B Rating on $10 Million Class G Interest Notes
JILLIAN'S ENT: Claims Objection Deadline is January 31

JOHNSONDIVERSEY INC: Fitch Affirms BB- Rating on Sr. Sec. Loans
LA MUTUELLE: Chapter 15 Petition Summary
LA QUINTA: Blackstone Transaction Prompts S&P to Watch Ratings
LA QUINTA: Moody's Reviews B1 Pref. Stock Rating & May Downgrade
LA RISA: Court Okays Hiring of Buddy Ford as Bankruptcy Counsel

LA RISA: U.S. Trustee Meeting With Creditors on November 16
LEAP WIRELESS: Posts $7.6 Million Net Loss in Third Quarter
LIBERTY MEDIA: Growth Strategies Spur S&P to Put Ratings on Watch
MASSACHUSETTS HEALTH: Fitch Shaves $16.3-Mil Revenue Bonds to BB+
MCLEODUSA INC: Financing Commitment Under DIP Credit Facility

MCLEODUSA INC: Court Okays Skadden Arps as Bankruptcy Counsel
MCLEODUSA INC: Court Okays Logan & Company as Noticing Agent
MERRIL LYNCH: Fitch Puts Low-B Ratings on $11.66-Mil Cert. Classes
MICRO COMPONENT: Posts $992,000 Net Loss in Third Quarter
MONTPELIER REINSURANCE: Moody's Cuts Pref. Shelf Rating to (P)Ba2

MORGAN STANLEY: S&P Assigns Low-B Ratings to $41.7MM Cert. Classes
MORTGAGE CAPITAL: Fitch Lifts Low-B Ratings on $52.2M Class Certs.
NETWORK COMMS: Moody's Rates $175 Million Sr. Sub. Notes at B3
NORTHLAKE CDO: Fitch Places BB Rating on $14-Mil Preference Shares
NORTH STREET: Fitch Affirms BB+ Rating on $49-Million Income Notes

NORTH STREET: Fitch Retains Junk Rating on $36.1-Mil Class E Notes
NORTHWEST AIRLINES: Inks Agreement with ATSA to Cut Wages by 9.9%
NVE INC: Wants Exclusive Plan Filing Period Extended to Feb. 16
NVE INC: Court Okays Marotta Gund as Panel's Financial Advisor
NVE INC: Brown Rudnick Approved as Committee's Counsel

ORMET CORP: Union Vows to Prevent Plant Closure
O'SULLIVAN INDUSTRIES: Wants Confirmation Hearing Set for Jan. 30
O'SULLIVAN IND: Panel Balks at Adequate Protection for Noteholders
O'SULLIVAN IND: Wants to Pay U.K. Creditors' GBP250,000 Claims
PHOENIX COMPANIES: Moody's Assigns (P)Ba2 Preferred Stock Rating

PINNACLE ENT: S&P Puts BB- Rating on Proposed $750MM Sr. Sec. Loan
PIZZA INN: Posts $393,000 Net Loss for First Quarter 2006
REFCO INC: Amends RCM Stipulation with Creditors' Committee
REFCO INC: 72 Parties Object to Use of Cash Management System
REFCO INC: 72 Parties Oppose Continuing Intercompany Transactions

REFCO INC: To Sell Retail FX Assets to Forex Capital Markets
REGENCY GAS: Weak Profile Spurs S&P to Affirm B+ Rating
RENT-A-CENTER: Weak Operating Trends Prompt S&P's Negative Outlook
RIVIERA HOLDINGS: Strategic Plans Prompt S&P to Affirm B Ratings
RUFUS INC: Wants Until February 24 to Remove Civil Actions

SAINTS VINCENTS: Can Use CCC Cash Collateral Until November 18
SAINT VINCENTS: Has Exclusive Right to File Plan Until March 2
SAINT VINCENTS: Court Allows Creation of New Subsidiary
SMURFIT-STONE: Business Plan Prompts S&P to Keep Ratings on Watch
SPECTRUM BRANDS: Earnings Guidance Prompts S&P to Watch Ratings

TELEPHONE & DATA: Restates Financials Due to Material Weakness
TRANSPORTATION LOCATORS: Case Summary & 2 Unsecured Creditors
TXU CORP: $2.05 Billion Sec. Notes Now Unsec. After Lien Release
UAL CORP: Can Assume Modified PMCC Aircraft Financing Pact
UAL CORP: Gets Court Nod to Reject One Boeing Aircraft Lease

UNUMPROVIDENT FINANCE: Moody's Rates $400 Mil. Debentures at Ba1
U.S. CELLULAR: Financials Restatement May Cue Technical Default
VALENTINE PAPER: Meriturn Partners to Acquire LaSalle Bank Loan
VALLEY HEALTH: Improved Operating Income Cues S&P's Stable Outlook
VALLEY MEDIA: Hit Entertainment Agrees to Reduce Claim

VILLAS AT HACIENDA: Western Plains Wants Claims Bar Date Set
WADENA HOUSING: Decline in Debt Coverage Cues S&P to Cut Rating
WELLS FARGO: Fitch Junks Ratings on Class B-5 Certificates
WESTON NURSERIES: Taps Riemer & Braunstein as Bankruptcy Counsel
WESTON NURSERIES: U.S. Trustee Appoints 5-Member Creditors Panel

WHEREHOUSE ENTERTAINMENT: Wants Until Nov. 30 to Object to Claims
WINN-DIXIE: Delays Filing of FY 2006 First Quarter Financials
WINN-DIXIE: Sets November 30 as Special Claims Bar Date
WINN-DIXIE: November 23 is Florida Tax Collectors' New Bar Date

* S&P Cuts Ratings on Gulf Coast Issuers to Low-B

* BOND PRICING: For the week of Nov. 7 - Nov. 11, 2005

                          *********

ACA ABS: Fitch Chips $18 Mil. Pref. Shares' Rating to B from BB
---------------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by ACA ABS
2002-1 Ltd. and downgrades and withdraws the preference shares.
These rating actions are effective immediately:

     -- $226,513,224 class A notes affirmed at 'AAA';
     -- $64,000,000 class B notes affirmed at 'AA';
     -- $15,920,337 class C notes affirmed at 'BBB';
     -- $18,000,000 preferred shares downgraded to 'B' from 'BB'.

In addition, Fitch withdraws the preferred shares.

ACA 2002-1 is a collateralized debt obligation managed by ACA
Management, LLC, which closed July 29, 2002.  ACA 2002-1 is
currently composed of 63.5% residential mortgage-backed
securities, 7.7% consumer asset-backed securities, 11.2%
commercial asset-backed securities, 6.2% CDOs, and 11.4 %
commercial mortgage backed securities.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

The factors that have contributed to the current rating action on
the preference shares are the increase in lower rated collateral
and the decline in interest coverage.  Since the last rating
action in February 2004, the weighted average rating of the
portfolio remained stable at 'BBB/BBB-'.  However, the percentage
of the total collateral that is rated below 'B-' increased to
2.6%, as of the Sept. 30, 2005 trustee report, from 0% at last
review.

In addition, the class A/B interest coverage test and class C IC
test have declined to 127.3% and 118.4%, respectively, from 148.8%
and 136.3% as of the last review date.  They both remain above the
trigger requirements.  The weighted average coupon and weighted
average spread are at their trigger levels of 7.1% and 1.95%,
respectively.  Also, there are three assets that Fitch deemed
distressed and expects limited principal recoveries.  The
withdrawal of the rating on the preferred shares is at the request
of the preferred shareholder.

The ratings of the classes A and B notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class C notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The rating of the preference shares notes
addresses the likelihood that investors will receive their stated
balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


ALESTRA S: Fitch Affirms B- Foreign & Local Currency Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Alestra's, S. de R.L. de C.V. foreign
and local currency ratings at 'B-' and has revised the Rating
Outlook to Negative from Stable.  The rating action applies to
approximately $387 million of debt, including $304 million senior
notes due 2010, $46 million senior notes due 2009, and $37 million
senior notes due 2006.

The revision of the Rating Outlook to Negative reflects several
developing factors that may affect the business risk profile of
Alestra over the next 12 to 24 months.  These factors include:

     * increased competition in data, internet, and local
       services, which while expected to grow, may not fully
       compensate for eroding long-distance revenues and cash
       flows; and

     * the uncertainty of Alestra's long-term ownership structure
       and the future use of the AT&T brand name, given the
       potential change in ownership due to the SBC
       Communications' acquisition of AT&T Corp, which owns 49% of
       Alestra.

Increased competition and/or the loss of the use of the AT&T brand
name could weaken Alestra's expected financial performance.

The ratings continue to reflect Alestra's business position as:

     * a niche provider of long-distance, data, and local service
       catering to the Mexican corporate sector; and

     * an improved financial profile following the
       recapitalization and debt restructuring completed during
       November 2003.

The ratings also incorporate the challenges in the long-distance
market, and Alestra's high leverage and medium to long-term
refinancing concerns. These concerns are mitigated by an increased
contribution of the DILS segment in the consolidated revenue mix
that has helped stabilize EBITDA and credit protection measures
since the restructuring.

The company continues to face competitive challenges posed by the
leading telecommunications operator, Telefonos de Mexico.
Currently, Telmex controls over 90% of the local exchange sector,
70% of the long-distance sector, and has a substantial share of
the data sector.  Competition in the international and domestic
business remains intense as prices continue to trend down. The
elimination of the proportionate return rule in August 2004,
significantly affected Alestra's incoming international
long-distance tariffs and revenues, but this impact has been
partially offset by higher long-distance gross margins.  For the
first six months of 2005, ILD revenues decline 63% vis-a-vis 2004.

For this period, total long-distance revenues and EBITDA declined
49% and 19%, respectively, when compared with the same period of
2004, while gross margins have increased to 53% from 34% as the
company has concentrated efforts to grow higher margin traffic.
Competition is expected to pressure future long-distance margins.

The company has achieved stability in consolidated EBITDA and cash
flow over the past two years despite eroding long-distance
revenues.  For the first six months of 2005, total consolidated
EBITDA has remained relatively unchanged when compared with the
six months ended in 2004, despite the 30% decline in consolidated
revenues as growth in DILS revenue has offset for declines
experienced in the long-distance segment.

Over the medium term, Alestra's main challenge will be to
successfully grow its existing DILS operations at a pace that will
offset continued pressure in the long-distance segment and
maintain EBITDA levels.

SBC's pending acquisition of AT&T, once completed, adds
uncertainty to Alestra's long-term branding rights as well as
ownership structure. Following the AT&T acquisition, SBC will own
noncontrolling stakes both in Telmex and Alestra, 21% voting
interest in Telmex and 49% voting interest in Alestra.
Uncertainty of SBC's ultimate investment strategy in Mexico and
the Mexican antitrust authority's view of SBC duel ownership
interest in the telecommunications sector adds risk.  The possible
loss of a strategic minority investor, which provides
technological and branding support through the usage of the AT&T
brand, could pressure financial performance and credit quality.

Alestra senior notes due 2010 are puttable at 101% of face value
in an event of change of ownership; SBC's acquisition of AT&T is
not expected to trigger this put.

Alestra's credit protection measures have remained stable since
late 2003. Leverage remains high, with total debt to EBITDA of 4
times while interest coverage ratio of EBITDA to gross interest
expense at 2.4x.  Total debt as of the second quarter of 2005
amounted to $394 million, composed of $304 million senior notes
due 2010 with an amortization schedule with increased principal
payments, $37.1 senior notes due 2006, $45.1 million senior notes
due 2009, and $7.4 million capital leases; although the company
liquidity position is strong and should be able to meet debt
maturities over the next few years.  The company will likely need
to refinance some its maturities in 2009 and 2010.

Alestra's business strategy is to focus increasingly on the DILS
segments to offset a reduction in the long-distance business.  The
data services business offers significant long-term growth
opportunities due to its low penetration in Mexico.  This segment
now accounts for around 50% of revenues compared with 14% in 2001
and is expected to continue increasing as a percentage of
revenues.  Alestra strategy over the past five years has resulted
in shifting away its revenue mix from consumer business towards
enterprise and international business segments.  Alestra began
offering local services in the three largest metropolitan areas
during 2001 and has since increased coverage to smaller cities.

Alestra provides long-distance services in Mexico since 1997. Long
distance accounted for 52% of revenues during the first six months
of 2005.  Alestra also provides data, internet, and local
services.  Alestra is 49% owned by AT&T and 51% owned by Onexa.
The company brands its services under the AT&T name.

Alestra's securities are traded in the United States and are
registered in the Securities and Exchange Commission.  SEC filings
on the company are available for free at
http://ResearchArchives.com/t/s?2dd


ALLEGHENY ENERGY: S&P Puts BB Rating on $1 Bil. Sr. Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue rating of
'BB' and a recovery rating of '1' to Allegheny Energy Supply Co.
Inc.'s $1.069 billion senior secured bank loan, which has roughly
$1 billion of debt as of Nov. 7, 2005.  The '1' recovery rating
indicates that holders of the bank loan can expect strong
likelihood of full recovery of principal in a default or
bankruptcy scenario.  The 'BB' rating on the secured debt is
currently one notch above AE Supply's 'BB-' issuer credit rating.
The outlook is positive.

AE Supply's recovery rating is based on a value to debt coverage
of 1.3x.  The issuer rating on AE Supply reflects the consolidated
corporate credit rating of parent Allegheny Energy Inc., which is
currently rated 'BB-' and has a positive outlook.

"The rating reflects such weaknesses as a heavy debt burden and
weak credit metrics, capped tariff rates in Pennsylvania, and the
rising prices of coal and emission credits," said Standard &
Poor's credit analyst Tobias Hsieh.  "The weaknesses are partially
mitigated by the fact that regulated subsidiaries generate stable
cash flow, and through the company's valuable legacy coal-based
generation assets," he continued.

The positive outlook reflects the expectation that Allegheny will
continue to improve its financial risk profile by paying down
debt.


ALLIANCE GAMING: Reports Financial Results for FY 2005 4th Quarter
------------------------------------------------------------------
Alliance Gaming Corporation (NYSE: AGI) reported unaudited results
for the fourth quarter and fiscal year ended June 30, 2005, as
well as unaudited restated results for the comparative prior year
periods.  The Company reported a fourth quarter loss from
continuing operations of $1 million.  For fiscal year 2005, the
Company reported a loss from continuing operations of
$20.3 million.

For the comparable prior year quarter ended June 30, 2004, as
restated, the Company reported income from continuing operations
of $11.7 million.  For the fiscal year ended June 30, 2004, as
restated, the Company reported income from continuing operations
of $39.7 million.

"The past 12 months have been both challenging and productive,"
Chief Executive Officer Richard Haddrill, said.  "We revamped our
product lines, integrated acquisitions, reorganized management and
we believe that we positioned ourselves well for future growth.
We have much left to do but we appear to be on the right track as
exemplified by our successful showing at the G2E gaming expo in
September.  We are in the process of finalizing orders with
customers for more than 5,000 games related to our 2005 Expo
promotions, which is well in excess of our normal level of show-
related orders.  We expect these orders to be delivered over the
next twelve months.  Further, despite overall slow market
conditions, sales pipelines for both games and systems appear to
be strong compared to recent quarters."

                        Technical Default

As of June 30, 2005, the Company was in compliance with the
financial covenants contained in its bank credit agreement.
However, the Company is and will be in technical default until the
Company delivers to its lenders the audited financial statements
for the fiscal year ended June 30, 2005, which it expects to
complete in early December 2005.

                Restatement of Financial Accounts

On Nov. 2, 2005 the Board of Directors of the Company concluded
that the previously issued audited financial statements of the
Company for the fiscal years ended June 30, 2003 and 2004 and the
related auditors' report thereon, and the unaudited quarterly
financial information previously reported for the year ended June
30, 2004 and for the quarters in the nine-month period ended March
31, 2005, should no longer be relied upon and will require
restatement.  The restatement required the Company to correct
certain revenue recognition policies, which generally had the
effect of deferring revenue and earnings to later periods than
previously reported.  The Company also restated its effective tax
rate for 2005 to 24%, to reflect tax reserves applied to certain
tax credits and to reflect a deferred tax liability related to the
Company's consolidation of its European operations.

Headquartered in Las Vegas, Nevada, Alliance Gaming Corporation --
http://www.alliancegaming.com/-- is engaged primarily in the
design, manufacture and distribution of gaming devices and systems
worldwide.  The company also owns and operates Rainbow Casino in
Vicksburg, Mississippi.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service reported that these ratings remain on
review for possible downgrade:

   -- $75 million senior secured revolving credit facility
      due 2008, to B1 from Ba3;

   -- $350 million senior secured term loan due 2009, to B1
      from Ba3; and

   -- Corporate family rating, to B1 from Ba3


AMERIPATH INC: S&P Puts BB- Rating on Proposed $298.5-Mil Sr. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
AmeriPath Inc., including 'B+' corporate credit rating, and
removed them from CreditWatch, where they were placed with
negative implications on Sept. 30, 2005.  The rating outlook is
negative.

The affirmation and removal from CreditWatch reflects Standard &
Poor's belief that the company's well-entrenched anatomic
pathology business will generate cash flows significant enough to
meaningfully reduce debt -- incurred from the acquisition of
esoteric laboratory services provider Specialty Laboratories Inc.
-- over the next 12-24 months.  However, the negative outlook
reflects management's challenge in integrating a relatively large
business that has been unprofitable in recent years.

At the same time, AmeriPath's proposed $298.5 million senior
secured credit facility was rated 'BB-' with a recovery rating of
'1', indicating the high expectation for full recovery of
principal in the event of a payment default.  Proceeds will be
used to partially fund the $326 million acquisition of Specialty
and to refinance AmeriPath's existing facility.  Standard & Poor's
expects lease-adjusted debt to EBITDA to be approximately 7.5x at
the close of the transaction.

"The ratings reflect concerns over AmeriPath's aggressive growth
through acquisitions in the U.S. market for anatomic pathology
services," said Standard & Poor's credit analyst Jordan Grant.
"This niche segment of the diagnostic services market is subject
to Medicare reimbursement risks and competitive uncertainties.
The ratings also reflect management's challenge to improve
performance while being saddled with LBO- and acquisition-related
debt."


ANCHOR GLASS: Court Okays Cohen & Grigsby as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
allowed Anchor Glass Container Corporation to retain Cohen &
Grigsby PC as its special counsel.  Cohen & Grigsby will represent
the Debtor in the litigation commenced by GGC, LLC -- also known
as Glenshaw Glass Company -- in the United States Bankruptcy Court
for the Western District of Pennsylvania.

As reported in the Troubled Company Reporter on Oct. 17, 2005, the
Debtor related that Cohen & Grigsby is particularly well suited
for the type of representation required by the Debtor.

Cohen & Grigsby will be paid in accordance with its ordinary and
customary hourly rates for the legal services rendered.  The firm
will also be reimbursed for actual and necessary out-of-pocket
expenses.  Anchor did not disclose the firm's hourly billing
rates.

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


ANCHOR GLASS: Wants to Establish Interim Compensation Procedures
----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to establish uniform procedures
for interim compensation and reimbursement of professionals
retained in its Chapter 11 case.

Anchor Glass proposes to pay the Professionals monthly, upon
submission of proper invoices for fees and costs, up to a maximum
of 80% of the budgeted amount of fees billed for services
rendered, and 100% of the budgeted costs for which reimbursement
is sought by each Professional.

The partial payments and any amounts held back by Anchor Glass
will remain subject to the Court's review and approval upon
submission of proper applications by the Professionals.

The Professionals will be required to file applications for
allowance of compensation and reimbursement of expenses pursuant
to Sections 330 and 331, Rule 2016 of the Federal Rules of
Bankruptcy Procedure, and Local Rule 2016-1 of the U.S.
Bankruptcy Court for the Middle District of Florida.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
contends that the suggested procedure will enable the Debtor, the
Committee and the Note Purchasers to monitor the costs of
administration, and allow the Debtor to maintain a level cash
flow and implement efficient cash management procedures.  The
procedures will also allow the Court, the U.S. Trustee, and the
key interested parties to ensure the reasonableness and necessity
of the compensation and reimbursement sought pursuant to the
procedures.  Mr. Soriano also points out that the procedures will
assist the Professionals in their work on the Debtor's Chapter 11
case without burdening them and their firms and without having
the Professionals fund the reorganization proceeding.

                       U.S. Trustee Objects

Felicia S. Turner, United States Trustee for Region 21, asks the
Court to deny the Debtor's Motion.  The U.S. Trustee contends
that the professional fees should not be paid before the
application, notice and hearing as required by Sections 330(a)(1)
and 331 of the Bankruptcy Code.  Section 331 does not authorize
payment of a professional's compensation without the Court's
review.

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


ASARCO LLC: Encycle's Ch. 7 Trustee Taps Schmidt as Bankr. Counsel
------------------------------------------------------------------
Michael Boudloche, the Chapter 7 Trustee for Encycle/Texas, Inc.,
asks permission from the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to retain the Law Offices of
Michael B. Schmidt as his counsel.

Mr. Schmidt and his Firm will:

     a) assist the chapter 7 Trustee in negotiating and
        consummating non-routine sales of the assets of the
        estate, including sales free and clear of liens, claims
        and encumbrances and to institute any necessary related
        proceedings;

     b) institute non-routine objections to proofs of claim
        asserted against the Estate and prosecute all contested
        objections to proofs of claim asserted against the Estate.

     c) institute and prosecute proceedings for contempt and
        extraordinary relief;

     d) file pleadings with the Court and represent the Estate's
        interest with regard to any adversary or contested matters
        pending before the Court;

     e) act as attorney for the Estate in any litigation, as
        requested by the trustee;

     f) investigate executory contract relationships of the Debtor
        and to institute any necessary proceedings to obtain
        authority to assume or reject such executory contracts;

     g) analyze, institute and prosecute actions regarding insider
        transactions and third party dealings.

     h) analyze, institute and prosecute actions regarding
        avoidance of setoffs and avoidable transfers

     i) analyze, institute and prosecute actions regarding the
        piercing of the corporate veil.

     j) analyze business associations of the Debtors to determine
        the interest of the estate and to institute and prosecute
        actions to effect the recovery of notes receivable.

     l) analyze, institute and prosecute actions regarding denials
        of discharge;

     m) analyze, institute and prosecute actions regarding
        objections to exemptions;

     n) prepare for, institute and prosecute an examination under
        Bankruptcy Rule 2004 and to institute and prosecute
        Motions to Compel Attendance and Removal of Persons for
        Examination under Bankruptcy Rule 2005; and

     o) assist in the resolution of title problems associated with
        the Estate's property.

The standard hourly rates of the Firm's professionals are:

        Professional                  Hourly Rate
        -----------                   -----------
        Michael B. Schmidt, Esq.         $300
        John Vardeman, Esq.,             $275
        Legal Assistant                   $90

The Chapter 7 Trustee assures the Bankruptcy Court that the Firm
does not hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation.


ASARCO LLC: Encycle's Ch. 7 Trustee Taps Avalos as Property Broker
------------------------------------------------------------------
Michael Boudloche, the Chapter 7 Trustee for Encycle/Texas, Inc.,
asks permission from the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to employ Armando Avalos
Realty, Inc., as his real estate broker.

Armando Avalos will assist the Chapter 7 Trustee in managing the
Debtor's real property located in Corpus Christi, Texas.  The
chapter 7 Trustee also wants to employ the brokerage firm for any
other real estate services not directly involving the real estate
and not normally requested of a listing agent, including:

     a) reviewing documents pertaining to the property;

     b) collecting documents; and

     c) providing related testimony concerning valuations in court
        appearances.

Mr. Avalos bills at $100 per hour.

The Chapter 7 Trustee assures the Bankruptcy Court that Armando
Avalos does not hold any interest adverse to the Debtor's estate
and is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

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.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation.


ATA AIRLINES: Inks Letter of Intent on Boeing Aircraft Lease
------------------------------------------------------------
Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the U.S. Bankruptcy Court for the Southern District
of Indiana that ATA Airlines, Inc., and Automatic L.L.C. have
entered into a Letter of Intent, dated Oct. 27, 2005, setting the
material terms and conditions of the definitive agreement for the
lease by ATA from Automatic of one Boeing B767-328ER aircraft,
equipped with two General Electric CF6-80C2B6F engines.

ATA Airlines has identified the Aircraft as being desirable to
effect the proposed reconfiguration of its fleet.  The Aircraft is
necessary for the Debtor's future operations and will replace
aircraft being removed from its fleet due to unfavorable leasing
conditions and rates.

ATA Airlines has served copies of the LOI to the Official
Committee of Unsecured Creditors, Southwest Airlines Co., and the
Air Transportation Stabilization Board for comment.

The terms of the LOI and the contemplated transactions are similar
to the Court-approved conditions for the entry of leases to Boeing
767-300 Aircraft.  However, out of an abundance of caution, ATA
Airlines asks the Court to approve the LOI pursuant to Section 363
of the Bankruptcy Code.

ATA Airlines also seeks the Court's consent to file the LOI under
seal.

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


ATA AIRLINES: Wants New John Denison Employment Pact Approved
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Apr. 5,
2005, ATA Airlines, Inc., and John Denison executed an employment
agreement on March 4, 2005.  Pursuant to the Agreement, Mr.
Denison will serve as ATA Airlines' Chief Executive Officer and
continue to serve as the Co-Chief Restructuring Officer for ATA
Airlines and ATA Holdings Corp.  Mr. Denison has served as
Co-Restructuring Officer since January 20, 2005.

                 New Employment Agreement Signed

ATA Airlines, Inc., and ATA Holdings Corp. ask the U.S. Bankruptcy
Court for the Southern District of Indiana to:

   (i) determine that their execution of an Employment Agreement,
       dated as of Sept. 1, 2005, with John G. Denison is an
       ordinary course transaction; or, in the alternative

  (ii) approve the execution of the Employment Agreement, nunc
       pro tunc to Sept. 1, 2005.

Since March 4, 2005, Mr. Denison has served as president and chief
executive officer of ATA Airlines.

Under the terms of the September 1 Agreement, Mr. Denison agrees
to serve as president and chief executive officer to both ATA
Airlines and ATA Holdings effective Sept. 1, 2005, until
Dec. 31, 2007.

Mr. Denison will receive compensation under these terms:

   (i) His base salary will be the nominal amount of $350,000
       annually; provided however, consistent with salary
       reductions taken by its other executives, ATA will pay Mr.
       Denison a reduced base salary of $280,000 unless the
       parties agree to a different amount;

  (ii) He will be eligible to earn annual incentive bonus
       compensation, to be determined at the discretion of the
       Board of Directors of New ATA.  The annual incentive
       compensation will target 50% to 125% of Mr. Denison's base
       salary; and

(iii) He will be eligible to equity participation, the scope of
       which will be determined by mutual agreement at a future
       date closer to the actual date of the confirmation of a
       plan of reorganization and the emergence of ATA from
       bankruptcy.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
attests that Mr. Denison's employment satisfies the requirements
of Section 327 of the Bankruptcy Code.  Excluding Mr. Denison's
recent engagement as the Debtors' co-chief restructuring officer,
and the president and CEO of ATA, Mr. Denison is a "disinterested
person."  Mr. Denison also does not hold any interest adverse to
the Debtors' estates.

The Debtors believe Mr. Denison's leadership as president and CEO
of ATA Holdings and ATA Airlines will be instrumental in their
successful emergence from Chapter 11.

Mr. Denison was employed by Southwest Airlines Co. from 1986
through 2001.  During his time with Southwest, Mr. Denison served
in several senior management positions, including serving as
Southwest's chief financial officer.

The Debtors are confident that Mr. Denison's past successes and
experience in the airline industry are excellent indicators of the
value Mr. Denison will add to the Debtors as president and CEO of
ATA.

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


AUTOPISTA DEL MAYAB: Moody's Reviews Ba1 Currency Debt Rating
-------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured and Ba1
subordinated global local currency debt ratings of Autopista del
Mayab under review for possible downgrade.  Other ratings placed
under review include ADM's Aa2.mx senior unsecured national scale
rating and ADM's Aa3.mx subordinated national scale rating.

The rating action reflects Moody's concern that the toll road may
experience a significant and perhaps prolonged decrease in traffic
due to the reduction of tourism-related traffic associated with
Cancun and Cozumel.  Additionally, Moody's notes that a section of
the road experienced some flooding, which has impeded the flow of
automobiles and will require certain repairs.

Although the hotel industry in the region has endured a number of
hurricanes in the past without prolonged negative effects, the
damage caused by hurricane Wilma was particularly severe in the
hotel and beach zone, causing a general shut down of the industry
until the hotels and surrounding infrastructure are repaired.

While government and industry officials have indicated that
repairs to the hotel area and surrounding communities are expected
to be completed by year-end and the federal government has pledged
significant support to help restore the region, it is possible
that the rebuilding effort could take considerably longer to
complete or that tourism could take longer than expected to
recover.

Moody's review will consider the estimated cost of the closure and
repair of ADM due to flooding as well as the toll road's ability
to withstand a significant or prolonged reduction in traffic.

Headquartered in Merida, Yucatan, Autopista del Mayab is a 245.5
km. toll road linking the cities of Cancún and Kantunil.  The road
is owned by Consorcio del Mayab, S.A. de C.V., whose principal
members include:

   * Canteras Peninsulares, S.A. de C.V.;
   * Constructora Mool, S.A. de C.V.;
   * Inmobiliaria Sucasa del Sureste, S.A. de C.V.; and
   * C.L. Construcciones, S. de R.L. de C.V.


BATTERY PARK: Moody's Puts $9 Mil. Notes' Caa2 Rating on Watchlist
------------------------------------------------------------------
Moody's Investors Service upgraded its rating of these classes of
Notes issued by Battery Park CDO Limited, a collateralized debt
obligation issuance:

   1) $161,000,000 Class I Senior Secured Floating Rate Notes from
      Aa2 on watch for possible upgrade to Aaa no longer on watch
      for possible upgrade.

   2) $15,000,000 Class II-A Senior Secured Floating Rate Notes
      from Baa3 on watch for possible upgrade to A3 remaining on
      watch for possible upgrade.

   3) $21,000,000 Class II-B Senior Secured Fixed Rate Notes from
      Baa3 on watch for possible upgrade to A3 remaining on watch
      for possible upgrade.

Moody's noted that the transaction, which closed in December of
1999, has experienced improvement in overcollateralization due to
amortization of the senior CDO liabilities.  The rating of the
Class I Notes, Class II-A Notes, and Class III-A Notes were placed
on the Moody's watchlist for possible upgrade on Sept. 16, 2005.

Moody's stated that the ratings assigned to the Class I Notes,
Class II-A Notes and to the Class II-B Notes are no longer
consistent with the credit risk posed to investors.

Moody's also announced that as part of the rating monitoring
process it has placed these Class of Notes issued by Battery Park
on the Moody's watchlist for possible upgrade.

   * $9,000,000 Class III Mezzanine Secured Fixed Rate Notes
     currently rated Caa2.

   Rating Action: Upgrade
   Issuer: Battery Park CDO Limited


CACHET PRODUCTS: Case Summary & 111 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cachet Products, Inc.
        30 Sherwood Lane
        P.O. Box 1048
        Fairfield, New Jersey 07004

Bankruptcy Case No.: 05-60311

Type of Business: The Debtor manufactures and sells sketchbooks,
                  portfolios, journals and scrapbooks.

Chapter 11 Petition Date: November 11, 2005

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  Middlebrooks Shapiro Nachbar & Pflumm
                  140 Eagle Rock Avenue
                  Roseland, New Jersey 07068-0609
                  Tel: (973) 228-1616

Total Assets: $1,732,029

Total Debts:  $2,578,818

Debtor's 111 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Michael Kalman                           $1,056,664
   30 Sherwood Lane
   Fairfield, NJ 07004

   Linda Rosier                               $507,500
   30 Sherwood Lane
   Fairfield, NJ 07004

   Rose Printing Co., Inc.                    $192,833
   D860394
   Orlando, FL 32886

   Main Choice International Development       $69,944

   Graphic Paper New York, Inc.                $68,244

   Millennium Graphic Partners                 $66,697

   Sampro Inc.                                 $47,663

   Courier Companies, Inc.                     $42,431

   Robert Rosier                               $34,000

   Robert Wilson Paper Corp.                   $30,520

   Zebra International Production              $27,823

   Reynolds Book Bindery                       $27,263

   Anne McGilvray & Company                    $24,219

   Hudson City Paper                           $22,388

   Tulfra Fairfield 1 LLC                      $21,537

   Lamitech - Daving, Inc.                     $17,699

   Purchase Power                              $15,290

   L.B. Bindery                                $13,471

   United Healthcare                           $12,814

   New England Motor Freight                   $12,751

   Arrow Paper Co., Inc.                       $12,297

   Metlife SBC                                 $11,957

   Grimstad Comerford Group                    $11,900

   Spiral Binding Company, Inc.                $10,980

   James Burn International                    $10,527

   Chickman Associates                         $10,024

   Merrimac Paper Corporation                   $9,831

   Atlantic Label & Printing                    $9,234

   Climax Manufacturing Co.                     $8,972

   Lake Book Manufacturing, Inc.                $8,843

   Rock-Tenn Company                            $7,450

   Kappa Graphic Board USA                      $7,227

   Gross Brothers Printing Co.                  $7,050

   Kay Printing                                 $6,887

   Parson Weeks Publisher Services              $6,771

   Cohen Friedman Dorman Leen                   $6,721

   Four Star Color                              $6,700

   Hercules                                     $6,147

   Ward Trucking                                $5,627

   Greenberg Traurig, LLP                       $5,495

   Central Transportation International         $5,190

   Fairfield Graphics, Inc.                     $4,728

   Delta Dental                                 $4,680

   Fedex                                        $4,660

   Falcon Supply Company                        $4,610

   Phoenix Color Corp.                          $3,923

   Lineco Inc.                                  $3,887

   Bacon & Graham, Inc.                         $3,558

   Northern Adhesives                           $3,532

   Allied Office Products                       $3,211

   Home Depot Credit Services                   $2,996

   Unishippers                                  $2,596

   Queen City Paper                             $2,540

   Cover Material Sales, Inc.                   $2,476

   Linda Rosier                                 $2,121

   B&C Industries                               $2,093

   Sunoco                                       $1,928

   United Parcel Service                        $1,558

   Pitney Bowes                                 $1,520

   Impact Images, Inc.                          $1,409

   Lauren's Inc.                                $1,340

   G.A.R. Inc.                                  $1,335

   The Barbara Golden Collection                $1,325

   The National Art Materials Trade             $1,325
   Association

   Staples Business Advantage                   $1,220

   Public Service Electric Gas                  $1,014

   Mc Garr & Associates                           $968

   Andover Fabrics                                $960

   Staples Credit Plan                            $903

   Pitt Ohio Express                              $884

   Con-Way Transportation Service                 $871

   Accurate Office Supply                         $857

   L.D. Davis Industries                          $829

   Fred Hill Inc.                                 $756

   Reliable Office Supplies                       $754

   Clipper Express Company                        $680

   McShane Enterprises, Inc.                      $655

   FLT Transportation Brokers                     $618

   Leslie Waterworks                              $582

   Waste Management                               $573

   Malcolm Turk                                   $555

   BMW Financial Services                         $540

   De Lage Landen Financial Service               $538

   Meyers Sales                                   $502

   Flemming Chalef                                $495

   Saab Financial Services Corp.                  $484

   R & L Carriers                                 $473

   Service Plus Inc.                              $400

   Nacs-Camex                                     $390

   American Vending Co.                           $361

   Kamp Fire Equipment                            $346

   Rapidforms, Inc.                               $327

   Friis & Company                                $318

   New Jersey Business & Industry                 $300

   Cintas Fire Protection                         $296

   Uline                                          $283

   Ed Zacharski                                   $276

   Stacey & Associates                            $269

   Ceridian                                       $224

   Pitney Bowes, Inc.                             $182

   I. Sales Co.                                   $116

   Michael Miller Fabrics                          $97

   Bill Books                                      $91

   Dell Financial Services                         $71

   David Thompson                                  $60

   Crown Roll Leaf, Inc.                           $57

   C2C Corp.                                       $46

   Poland Spring Water                             $39

   Milberg Marketing Inc.                          $29

   Booklink Inc.                                   $24

   Kleinberg, Kaplan, Wolff                    Unknown


CENTURY FUNDING: Moody's Puts $30 Mil. Notes' Rating on Watchlist
-----------------------------------------------------------------
Moody's Investors Service, as part of the rating monitoring
process, placed these Class of Notes issued by Century Funding,
Ltd., a collateralized debt obligation issuance, on the Moody's
Watchlist for possible downgrade:

   * $30,500,000 Class B Floating Rate Notes due 2011
     (the "Class B Notes") rated "Caa2".

Moody's noted that the tranche has been deferring interest
payments and the probability of expected loss has increased.
Moody's stated that the placement on the Moody's watchlist
reflects Moody's opinion that the credit quality of the Class B
Notes may be decreasing.

Rating Action: Placement on the Moody's Watchlist for possible
               downgrade

Issuer: Century Funding, Ltd.


CITIGROUP MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citigroup Mortgage
Loan Trust Issues:

   Series 2003-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B';
     -- Class WB-1 affirmed at 'AA';
     -- Class WB-2 affirmed at 'A';
     -- Class WB-3 downgraded to 'BB-'from 'BBB';
     -- Class WB-4 downgraded to 'CCC' from 'BB-';
     -- Class WB-5 downgraded to 'CC' from 'CCC'.

The mortgage loans consist of fixed-rate mortgages extended to
prime borrowers and are secured by first and second liens,
primarily on one- to four-family residential properties.  As of
the October 2005 distribution date, the transaction is seasoned 23
months and the pool factor is approximately 62%.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$136 million of outstanding certificates.

The downgrades on the WB-3, WB-4, and WB-5 certificates reflect
deterioration between credit enhancement and expected losses.
Given the high outstanding delinquencies for Pool W, Fitch does
not feel that the protection offered by the subordination of the
WB-6 bond is adequate to prevent a principal write-down of the WB-
5 certificate from occurring.

Additionally, losses could potentially exceed the protection
offered by both the WB-5 and WB-4 bonds, eventually causing a
principal write-down on the WB-3 bond.

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


COLLINS & AIKMAN: Gets Green Light to Amend $150MM DIP Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to enter into an amendment to their $150 million DIP credit
agreement arranged by JPMorgan Chase & Co.

The Debtors sought to modify the DIP agreement in order to make
critical capital expenditures that would not be permitted under
the current terms of the DIP Credit Agreement.

As reported in the Troubled Company Reporter on Nov. 3, 20005, the
Debtor told the Bankruptcy Court that certain aspects of the DIP
Credit Agreement have to be modified to accommodate the provisions
embodied in the certain of the Debtors' agreements with its major
customers.

In addition, the Debtors said that amendment is necessary to cure
certain defaults and events of default, and modify certain
comments to be consistent with the Debtors' ongoing business
operations.

The material terms of the Amendment include:

    A. Modifications to the Reporting Covenants

       The Amendment modifies several reporting requirements,
       including reporting of weekly cash receipts and cash
       disbursements and changing the due date for the Debtors
       to provide a detailed consolidated annual budget and other
       periodic reports.

    B. Modifications to the Negative Covenants

       (1) Carve-Out Account

           The Amendment modifies the DIP Credit Agreement to
           continue the requirement that the Debtors deposit into
           a "Carve-Out Account" amounts allocated in the Cash
           Budget for payment of professional fees.

       (2) Liens

           The Amendment modifies the negative covenant
           restricting the incurrence of liens to allow the
           Debtors to incur Liens in respect of certain insurance
           premium financing.

       (3) Indebtedness

           The Amendment modifies the negative covenant
           restricting the incurrence of indebtedness to allow
           for expanded flexibility in the incurrence of
           intercompany indebtedness and indebtedness from the
           financing of insurance premiums to accommodate the
           Debtors' operational needs.

       (4) Capital Expenditures

           The Amendment modifies the limitation on Capital
           Expenditures to accommodate the Customer Pricing
           Relief and allow for non-Customer funded capital
           expenditures.  In addition, the Amendment includes a
           waiver by the Lenders of any Default or Event of
           Default arising out of non-Customer funded capital
           expenditures made prior to the Effective Date of the
           Amendment.

       (5) Guarantees

           The Amendment increases the applicable limitation on
           grants by the Debtors of guarantees and other
           liabilities to permit additional flexibility to
           accommodate the Debtors' operational requirements.

       (6) Cash Variance

           The Amendment modifies the negative covenant
           restricting changes in cash receipts and disbursements
           to address changed circumstances as a result of the
           expiration of the Customer Financing and the Debtors'
           ongoing operational requirements.

    C. Other Modifications

       (1) Borrowing Base

           To accommodate the Debtors' expected operational needs,
           the Amendment includes various limitations on the
           effectiveness of the Borrowing Base.

       (2) Issuance of Letters of Credit

           To facilitate the issuance of letters of credit, the
           Amendment provides that letters of credit may be issued
           in an amount equal to the amount that the Tranche A
           Loan is repaid without regard to whether the Total
           Commitment Usage exceeds the Borrowing Base.

       (3) Prepayment Provisions

           The Amendment modifies the mandatory prepayment
           provisions to permit, in certain circumstances, the
           cash collateralization of the Tranche B Loan rather
           than the mandatory prepayment of that Loan.

       (4) Update to Events of Default

           The Amendment includes a revision to the Events of
           Default to allow the Debtors a grace period in the
           event that the Customers do not timely make surcharge
           payments in accordance with the Customer Pricing
           Relief.

       (5) Customer Pricing Relief

           The Amendment includes certain modifications intended
           to update the DIP Credit Agreement to incorporate the
           Customer Pricing Relief approved by the Court on
           October 14, 2005.

       (6) Conditions to Effectiveness

           The Amendment includes certain conditions to
           effectiveness of the Amendment, including:

           (a) the affirmation approval of Required Lenders; and

           (b) payment:

               -- of an amendment fee to each Lender that executes
                  the Amendment by October 28, 2005, a fee equal
                  to 0.125% of the outstanding principal amount of
                  the Lender's Tranche B Loans and Tranche A
                  Commitment; and

               -- to the Agent of an arrangement fee, in the
                  amount disclosed to the Official Committee of
                  Unsecured Creditors, pursuant to a side letter
                  agreement to be dated as of October 28, 2005.

The Debtors asserted that failure to receive authority to enter
into the Amendment and pay the Amendment Fee will preclude the
Debtors from obtaining the substantial financial benefits,
protections, consents and waivers provided in the Amendment.

Accordingly, the Bankruptcy Court permits the Debtors to pay the
Amendment Fee in connection with the implementation of the
Amendment to the DIP Credit Agreement.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and
is a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company has
a workforce of approximately 23,000 and a network of more than 100
technical centers, sales offices and manufacturing sites in 17
countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17, 2005
(Bankr. E.D. Mich. Case No. 05-55927).  When the Debtors filed for
protection from their creditors, they listed $3,196,700,000 in
total assets and $2,856,600,000 in total debts. (Collins & Aikman
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


COLLINS & AIKMAN: Outlines Key Employee Retention Program
---------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to implement a Key Employee Retention Program.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York, tells
Judge Rhodes that the Debtors' well-publicized economic problems
and subsequent Chapter 11 filing have created a climate of
instability for employees.  A significant number of employees in
positions critical to the Debtors' continuing businesses have
been actively recruited by companies, some successfully.  Because
of these recruitment efforts and certain other factors, Mr.
Carmel relates that the Debtors have had great difficulty
retaining employees who occupy critical roles and whose skills
and competencies are essential to a successful reorganization.

According to Mr. Carmel, preserving and enhancing the value of
the Debtors' estates depends on the retention of their Key
Employees.

In the two years prior to the Petition Date, the Debtors had been
unable to provide the Key Employees with meaningful raises or
bonuses.  This, in combination with the financial uncertainty of
the Debtors' businesses, created significant turnover and
retention problems.

Mr. Carmel relates that in 2005 alone, the Debtors have lost more
than 62 employees from the Soft Trim business unit, 81 employees
from the plastics business unit, 100 employees from the
engineering and design function and an additional 55 employees
from the balance of the corporate staff.  The total reduction in
annual salary resulting from unreplaced turnover is estimated at
$26,000,000.

                               KERP

The Debtors have developed a key employee retention program to
stem attrition and retain the valuable knowledge and experience
of the remaining officers and key employees, and assist the
Debtors with retaining certain employees during plant
consolidations.

The KERP contains provisions to authorize the Debtors to provide
limited severance and retention bonuses to salaried and hourly
employees in connection with plant closings.  The Debtors believe
that providing these benefits will induce employees to finish
their work in connection with plant closings so that the value of
the Debtors' estates may be maximized through an orderly
transition of plant work.

At the same time, the Debtors have kept in mind the financial
constraints under which the Debtors operate.  Therefore, Mr.
Carmel assures that Court that the KERP has been carefully
structured to avoid unnecessary or excessive incentives and has
been tailored to provide bonuses only to those Key Employees whom
senior management truly believes are critical to the success of
the Debtors' Chapter 11 cases.

In developing the KERP, the Debtors and Towers, Perrin, Foster &
Crosby analyzed the need for and merits of the program.  The
Debtors and Towers Perrin believe that the KERP is comparable in
design and scope to the programs implemented in those cases.  The
incentives provided by the KERP are comparable to those
implemented in other large Chapter 11 cases and ultimately are
less costly than the burdens that the loss of the Key Employees
would entail, Mr. Carmel says.

The KERP consists of the Retention Plan and the Success Sharing
Plan.  These plans are intended to operate in conjunction with
each other.

However, only the most senior Key Employees are eligible for the
Success Sharing Plan, and a Success Sharing Plan participant
cannot be a Retention Plan participant and vice versa.  The
Success Sharing Plan was developed in conjunction with the
Official Committee of Unsecured Creditors and the Debtors'
prepetition senior secured lenders.

                          Retention Plan

The Retention Plan provides cash bonus payments to encourage Key
Employees to continue their employment with the Debtors following
the filing of a Chapter 11 plan or sale transactions and through
its effectuation.  The Debtors have identified 220 Key Employees
who would be eligible to participate in the Retention Plan.  The
Debtors estimate that the total Retention Plan cost will not
exceed $9,500,000.

The Retention Plan would establish a three-tier payment
structure:

     Tier A -- Key senior staff and technical contributors who
               are entitled to a retention payment of 50% of
               base salary;

     Tier B -- Other Key Employees identified by senior
               management who receive a retention payment of
               35% of base salary; and

     Tier C -- Critical engineering and design technical
               employees who are eligible for a retention payment
               of 25% of base salary.

Retention payments will be paid in three separate installments:

   (a) 25% will be paid no later than December 15, 2005;

   (b) 25% will be paid on April 30, 2006; and

   (c) 50% will be paid on the effective date of an approved
       Chapter 11 plan or effectuation of a sale transactions
       involving substantially all of the Debtors' assets.

If any participant is a member of an operating unit that is sold
prior to confirmation of a plan of reorganization or sale of
substantially all of the Debtors' assets, the remaining unpaid
benefits due to the affected employee under the Retention Plan
would be accelerated to be paid no later than the closing date of
the sale of the operating unit.

The Retention Plan would also establish a $250,000 discretionary
pool for Key Employees not covered by the Retention Program.
These bonuses generally would be less than those allocated to
covered Key Employees -- about 10 to 20% of base salary.  This
discretionary pool is a necessary component of the KERP because
it allows the Debtors to address retention needs that arise after
implementation of the KERP.  The Chief Executive Officer would
determine participation in the discretionary pool, and no
employee that receives funds from the discretionary pool could
participate in other aspects of the Retention Plan.

The Retention Plan also contains a separate allocation for
employees who are affected by plant closings.  Specifically, for
any plant that is closed, the Debtors would be authorized to
award any:

   (a) salaried employee employed at the closing plant a
       severance benefit of up to 12 weeks of base salary and
       continued medical benefits; and

   (b) hourly non-union employee employed at the closing plant up
       to two weeks of severance pay and up to 12 weeks of
       continued medical benefits.

Participants in the plant-closing portion of the Retention Plan
are not eligible for participation in the other provisions of the
Retention Plan.

Any Retention Plan participant who voluntarily leaves before a
given payment is due would forfeit the remainder of the Retention
Plan payments otherwise due.  However, participants terminated
without cause would be eligible for any remaining awards due to
under the Retention Plan.

All Retention Plan awards would be paid in cash.  Retention Plan
benefits would not be in lieu of other compensation or employee
benefits otherwise due to the employee.

                       Success Sharing Plan

In addition to the Retention Plan, the Debtors have developed an
incentive compensation pool program.  At most 40 employees,
excluding the Chief Executive Officer, will participate in the
Success Sharing Plan.

The Success Sharing Plan consists of three primary components:

   (a) an annual bonus program;

   (b) payment of up to 12 months of base severance pay; and

   (c) a Success Sharing pool bonus payable upon confirmation of
       a plan or sales of substantially all of the Debtors'
       assets.

Incentives under the Success Sharing Plan pool would vary
according to either post-reorganization enterprise value or
aggregate transaction value in the event of the sale of
substantially all of the Debtors' assets:

   -- Minimum funding for the Success Sharing Plan pool is
      $5,000,000, which increases based on the aggregate
      enterprise or transaction value of $1,200,000,000.  This
      pool increases based on the aggregate enterprise or
      transaction value.

   -- Where this value is $1,200,000,000 to $1,500,000,000, there
      is a 1.5% increase for each $1,000,000 of enterprise value.
      From $1,500,000,000 to $2,000,000,000, a 3.1% incremental
      increase for each additional $1,000,000 in enterprise/
      transaction value is funded.

   -- For values above $2,000,000,000, there is a 4% increase for
      each incremental $1,000,000 of enterprise/transaction
      value.

   -- The maximum possible funding is capped at $35,000,000.

The Success Sharing Plan further provides that:

   a. Each Success Sharing Plan participant would be entitled to
      an annual bonus of up to 50% of his base salary, paid
      semi-annually, guaranteed for the first year following
      Court approval of the KERP and thereafter based on
      achievement of EBITDA levels as agreed by the Debtors, the
      Committee and the steering committee for the Debtors'
      senior, secured prepetition lenders.

   b. Each Success Sharing Plan participant would be entitled to
      severance compensation of twelve-months of his base salary.

   c. The Chief Executive Officer is entitled to 20% of the
      Success Sharing Plan pool.

   d. Other top executives are entitled to up to 50% of the
      Success Sharing Plan pool, subject to the approval of the
      Board of Directors with a cap per individual of 10% of the
      total Success Sharing Plan pool.

   e. Selected members of the senior management team, up to 30
      individuals, are entitled to the remainder of the pool,
      subject to the approval of the Board of Directors and
      others, with a cap per individual of 2% of the total pool.

Mr. Carmel explains that to be eligible for a payout under the
Success Sharing Plan pool, employees would need to be employed by
the Debtors 60 days after the effective date of the Chapter 11
plan or sale of substantially all of the Debtors' assets.
However, in the event an employee was terminated without cause,
he would still be entitled to his payment under the Success
Sharing Plan pool, unless his particular employment agreement
contains a different arrangement.

Any Success Sharing Plan participant who voluntarily leaves
before a given payment is due would forfeit the remainder of the
Success Sharing Plan payments otherwise due.  Payments under the
Success Sharing Plan would not be in lieu of other compensation
or benefits otherwise due to the employee.

In the event of a sale, joint venture or merger of all or
substantially all of the Debtors' assets, 100% of the bonus pool
would be funded into a segregated trust account and would be
payable in kind and in the same percentage of consideration as
received by the Debtors in the transaction.  The payout would be
made after Court approval and on the earlier of the effective
date of termination of the employee and 30 days after the
effective date of the Chapter 11 plan.

In the event of a reorganization of a substantial portion of the
Debtors' businesses, 50% of the bonus pool would be payable in
cash 60 days after the effective date of the Chapter 11 plan and
50% would be distributed in the form of common stock of the
reorganized Debtors with a two-year vesting period.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Reports Form 10-Q Filing Delay
------------------------------------------------
Stacy Fox, executive vice president, chief administrative officer
& general counsel of Collins & Aikman Corp., disclosed in a
regulatory filing with the Securities and Exchange Commission that
the Company is unable to file its Form 10-Q with financial
statements for the fiscal quarter ended Sept. 30, 2005, on time.

Ms. Fox explained that the Company's independent auditors, KPMG
LLP, are unable to complete their audit of the 2004 financial
statements and review of subsequent interim financial statements
because:

   (i) of the ongoing independent investigation of controls over
       financial reporting and review of certain accounting
       issues that are expected to require a restatement of
       certain previously reported periods; and

  (ii) the Company filed for Chapter 11 bankruptcy.

Collins & Aikman also has not filed its Form 10-Q for the fiscal
quarters ended March 31, 2005, and June 30, 2005, and Form 10-K
for the fiscal year ended Dec. 31, 2004.

Collins & Aikman anticipates changes in its results of operations
based on the impact of the accounting issues, Ms. Fox said.  In
addition, and in light of its bankruptcy filing, the Company also
anticipates that there will be a significant change in the
results of operations from the corresponding period for the prior
year, but is unable to currently assess the amount of the change
as a result of the ongoing restructuring process, according to
Ms. Fox.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000).


COMCAST HOLDINGS: Moody's Lifts $1.45 Billion Debts' Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 two
subordinated debt issue ratings of Comcast Holdings Corporation to
reflect the recent guarantee from its parent holding company,
Comcast Corporation (Baa2 senior unsecured), and has assigned a
Baa2 rating to Comcast's new senior unsecured notes and bank
facility:

Ratings Upgraded:

   * $1,150 million 2% exchangeable subordinated debentures
     due October 2029 (ZONES) to Baa3 from Ba1

   * $300 million 10.625% senior subordinated notes due 2012
     to Baa3 from Ba1

Ratings Assigned:

   * $500 million 5.45% senior unsecured notes due 2010, Baa2

   * $750 million 5.85% senior unsecured notes due 2015, Baa2

   * $1.0 billion 6.5%senior unsecured notes due 2035, Baa2

   * $5.0 billion senior unsecured revolving credit facility
     due 2010, Baa2

The two subordinated issues were upgraded reflecting a full and
unconditional subordinated guarantee from Comcast, which
eliminates the structural subordination that was previously in
place.  Previously, Comcast's Cross-Guarantee Structure with all
of its subsidiaries excluded Comcast Holdings Corporation debt.

Moody's notes that Comcast Holdings Corporation continues to
maintain one debt instrument with no guarantee - $571 million of
ZONES due November 2029 which remains rated Ba1 reflecting one
notch each for structural and contractual subordination as
compared to Comcast Corporation's senior unsecured debt.

The new $2.25 billion senior unsecured notes and $5.0 billion five
year revolving bank facility of Comcast Corporation were assigned
a Baa2 rating and rank pari passu with Comcast's existing senior
unsecured notes.  The five year bank facility increased $500
million to $5.0 billion versus the prior agreement and includes
slightly loosened covenants.

Comcast Corporation, with its headquarters in Philadelphia,
Pennsylvania, is the nation's largest cable television system
operator with approximately 21.4 million subscribers and owns and
operates:

   * cable television programming,
   * sports teams, and
   * arenas.


CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $35.6 Mil.
----------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the third quarter ended Sept. 30, 2005.

Net sales for the three months ended Sept. 30, 2005 were
$60.5 million, compared with net sales of $58.9 million reported
in the third quarter of 2004, an increase of 2.8%.  Net income for
the third quarter of 2005 was $300,000, compared with net income
of $1.2 million in the third quarter of 2004.

Net sales for the nine months ended Sept. 30, 2005 were
$176.2 million, compared with net sales of $173.8 million reported
in the first nine months of 2004, an increase of 1.3%.  The net
loss for the nine months ended September 30, 2005 (which includes
a $15.5 million charge for asbestos liabilities) was $14.6
million. Excluding the asbestos-related charge, the Company would
have had net income of $830,000 for the nine months ended
September 30, 2005.  Net income in the first nine months of 2004
was $2.1 million.

Roger S. Marcus, Chairman of the Board, commented, "We faced some
significant challenges in the third quarter which hurt our
results.  Costs for raw materials and energy, which had already
increased significantly during the year, jumped again in the wake
of hurricanes Katrina and Rita. In response, we instituted another
price increase in October which should offset the latest cost
increases at least partially in the fourth quarter and in full by
next year.  Unfortunately, this latest spike offset the third
quarter margin recovery we had planned from price increases we
initiated earlier in the year.  In addition, our largest
distributor reduced their inventory of our products by $1.8
million during the quarter as part of a broader inventory
reduction program that we understand is now completed."

"On a positive note, while the hurricanes hurt us on the cost
side, they also created an influx of orders for manufactured
housing and RV products beginning in September that we expect will
benefit us in the fourth quarter and hopefully into 2006.  We are
also encouraged by the continued sales strength of our industry
leading 'Dura' products and excited about other new innovations we
are bringing to market in 2006.  Our programs to reduce operating
expenses also continue to have a positive effect, as evidenced by
the fact that we spent $2.4 million less in the third quarter of
2005 than the same period last year despite higher sales.  If
material costs can hold steady as our price increases catch up, we
can see our margins return to more normal levels, which we hope
will be the case as we move into 2006."

Mr. Marcus continued "On the reorganization front, we continue to
negotiate settlements with insurers as we also press ahead to
reach an agreement on a modified reorganization plan.  With $164
million in court approved insurance settlements ready to fund our
asbestos trust, we are making good progress toward getting a plan
confirmed."

Mr. Marcus concluded "Finally, I am sad to say that the Board of
Directors regretfully accepted the resignation of Cy Baldwin at
its meeting today due to personal health reasons.  Cy has been a
director of Congoleum since its inception as a public company a
decade ago, and I join my fellow directors in thanking him for his
years of dedicated service and sage guidance.  We will miss him
greatly."

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet, tile and plank products are available in a wide variety of
designs and colors, and are used in remodeling, manufactured
housing, new construction and commercial applications.  The
Congoleum brand name is recognized and trusted by consumers as
representing a company that has been supplying attractive and
durable flooring products for over a century. Congoleum is a 55%
owned subsidiary of American Biltrite Inc.

At. Sept. 30, 2005, Congoleum Corporation's balance sheet showed a
$35,614,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.


CREDIT SUISSE: Fitch Lifts $27.1 Mil. Class H Cert. Rating to B
---------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corporation's
mortgage pass-through certificates, series 1997-C1 are upgraded by
Fitch Ratings:

     -- $67.8 million class C to 'AAA' from 'AA+';
     -- $61 million class D to 'AAA' from 'A-';
     -- $64.4 million class F to 'BBB+' from 'BB';
     -- $13.6 million class G to 'BBB-' from 'BB-';
     -- $27.1 million class H to 'B' from 'B-'.

In addition, Fitch affirms these certificates:

     -- $376.4 million class A-1C at 'AAA';
     -- $43.5 million class A-2 at 'AAA';
     -- Interest-only class A-X at 'AAA';
     -- $94.9 million class B at 'AAA'.

The $17 million class I and $8 million class J remain at 'CCC' and
'D', respectively. The unrated class K has been reduced to zero by
realized losses.  The $33.9 million class E is not rated by Fitch.
Class A-1A and A-1B have both paid in full.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs, scheduled amortization and defeasance.
As of the October 2005 distribution date, the pool's aggregate
certificate balance has decreased 40.5% to $807.7 million from
$1.36 billion at issuance and 95 loans remain from 161 at
issuance.  Eleven loans have been defeased.  To date, the
transaction has realized losses in the amount of $19.1 million.

Currently four loans are in special servicing.  The largest
specially serviced loan is a retail center in Wasilla, Alaska that
lost its anchor tenant in 2004.  The special servicer is currently
assessing the leasing status of the property and allowing the
borrower to explore leasing opportunities while the loan remains
current. Losses are possible upon disposition.

The second largest specially serviced loan is a retail center in
West Covina, California.  The loan was transferred in June 2005
due to significant modification of the collateral.  The loan is
current.  The borrower is currently pursuing defeasance of the
loan.  Fitch projects no loss for this loan at this time.

Fitch has identified six properties that are situated in counties
that FEMA has designated disaster areas due to Hurricane Katrina.
Five of the properties have not sustained any hurricane-related
damage.  However, one loan, a retail center in Waveland,
Mississippi, was transferred to the special servicer after the
reporting period due to significant damage suffered as a result of
Hurricane Katrina.  Damage estimates are unavailable as of yet.
Fitch will continue to monitor this loan as more information
becomes available.

Fitch has also identified one loan that is located in area
affected by Hurricane Wilma.  The loan is a hotel property in Key
West, Forida.  The property sustained minimal damage from the
hurricane and is current.  This loan was briefly with the special
servicer but now has returned to the master servicer.


DELTA AIR: Sept. 30 Balance Sheet Upside-Down by $8.463 Billion
---------------------------------------------------------------
Delta Air Lines (Pink Sheets:DALRQ) reported results for the
quarter ended Sept. 30, 2005.

Delta reported a net loss for the September 2005 quarter of
$1.1 billion, compared to a net loss of $646 million in the prior
year quarter.  Excluding the reorganization and special items
described below, the September 2005 quarter net loss was
$438 million, compared to a net loss of $592 million in the prior
year quarter.  The reorganization items result from Delta's
Chapter 11 filing on Sept. 14, 2005.

Delta's operating loss for the September 2005 quarter was
$240 million, including a $442 million year-over-year increase due
to higher fuel prices.  Average fuel price per gallon for the
September 2005 quarter was $1.82, a 51.7 percent increase over the
prior year period.

"Our results for the third quarter show the challenges we continue
to face," said Gerald Grinstein, Delta's chief executive officer.
"We are committed to moving quickly and decisively to achieve our
business plan that we announced in late September.  We believe
this plan will position Delta to become the lean, aggressive,
profitable airline it must be to compete effectively over the
long-term in the fast-changing airline industry environment."

                         Business Plan

On Sept. 22, 2005, Delta announced information about its business
plan, which is intended to provide $3 billion in annual financial
benefits by the end of 2007.  This amount is in addition to the
$5 billion in annual benefits that Delta expects to achieve by the
end of 2006, as compared to 2002.  The incremental targeted
benefits include revenue and network productivity benefits of
$1.1 billion, in-court restructuring opportunities of
$970 million, and more competitive labor costs requiring
$605 million in non-pilot cost reductions and $325 million in
pilot cost reductions.  Delta is moving aggressively in all of
these areas -- as noted by schedule changes that will become
effective in December, the continued streamlining of Delta's
fleet, and the recently implemented pay reductions for all non-
pilot employees, including management.

"While we are pleased with the level of post-petition financing we
were able to obtain, we must stop using borrowed money to fund our
losses," said Edward H. Bastian, Delta's executive vice president
and chief financial officer.  "We have accomplished a great deal
already this year, as evidenced by our 17.3% decline in mainline
unit costs; however, unrelenting financial pressures, including
high fuel prices and intense industry competition, require that we
continue to move aggressively to achieve the additional targets we
have defined in our business plan."

                Significant Transactions

The following recent significant transactions have occurred:

    -- On Sept. 7, 2005, Delta completed the sale of ASA to
       SkyWest for a purchase price of $425 million plus $50
       million in aircraft deposits.

    -- On Sept. 27, 2005, Delta entered into an amendment to its
       Visa/MasterCard credit card processing agreement to extend
       its term through October 27, 2007.  The credit card
       processor has the right to maintain a reserve equal to its
       potential liability for Delta tickets purchased with Visa
       or MasterCard but not yet used for travel.

    -- On Oct. 6, 2005, the U.S. Bankruptcy Court for the Southern
       District of New York granted final approval for the
       $2.2 billion in debtor-in-possession financing that the
       company arranged to help support its business during its
       Chapter 11 reorganization.

    -- On Nov. 1, 2005, Delta filed a motion with the Bankruptcy
       Court to reject the company's collective bargaining
       agreement with the Air Line Pilots Association,
       International, the labor union that represents Delta
       pilots. Delta took this action because the company and ALPA
       had not been able to reach a consensual agreement to
       achieve the $325 million annual reduction in pilot labor
       costs required under Delta's business plan.

                 Liquidity and Financial Analysis

At Sept. 30, 2005, Delta had $2.6 billion in cash and cash
equivalents and short-term investments, of which $1.4 billion was
unrestricted.  Restricted cash increased $891 million since
December 31, 2004 due primarily to cash holdbacks required by the
company's credit card processors.  Capital expenditures for the
quarter were approximately $102 million.

Passenger revenues for the September 2005 quarter increased 9.2%,
while passenger unit revenues increased 4.2% compared to the prior
year quarter.  The load factor for the September 2005 quarter was
79.2%, a 1.6 point increase compared to the prior year quarter.
System capacity rose 4.8% and mainline capacity increased 4.7%.

Due to sharply higher fuel costs, operating expenses for the
September 2005 quarter increased 3.8% from the prior year quarter.
As a result of Delta's cost controls, however, mainline operating
expenses excluding fuel and special items declined 13.4%, in spite
of a 4.7% increase in mainline capacity.

       Explanation of Reorganization and Special Items

In the September 2005 quarter, Delta recorded reorganization and
special items totaling a net $692 million charge. This net charge
primarily reflects:

    -- a $607 million charge for reorganization items. This net
       charge primarily relates to the rejection of 40 leased
       aircraft in Delta's Chapter 11 proceedings and the write-
       off of debt issuance costs and discounts related to pre-
       petition debt obligations; and

    -- an $86 million settlement charge related to lump sum
       distributions under the company's defined benefit pension
       plan for pilots (Pilot Plan) to approximately 250 pilots
       who retired.  As a result of these distributions, Delta
       must accelerate the recognition of actuarial losses in
       accordance with Statement of Financial Accounting Standards
       No. 88.

In the September 2004 quarter, Delta recorded special items
totaling a $54 million charge, consisting of:

    (1) a $40 million asset impairment charge associated with
        Delta's agreement to sell eight MD-11 aircraft; and

    (2) a $14 million settlement charge related to the Pilot Plan.

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.

At Sept. 30, 2005, Delta Air Lines, Inc.'s balance sheet showed an
$8,463,000,000 stockholders' deficit compared to a $5,796,000,000
deficit at Dec. 31, 2004.


DENBURY RESOURCES: Files Third Quarter Financials Results
---------------------------------------------------------
Denbury Resources Inc. (NYSE symbol: DNR) disclosed its third
quarter 2005 financial and operating results.  Despite the
negative impact of Hurricanes Katrina and Rita on production,
earnings and cash flow were at near-record quarterly and nine
month levels, primarily as a result of high commodity prices.

The two hurricanes did not cause any significant property damage
to the Company's properties.  However, the Company estimates that
it lost approximately 350,000 barrels of oil equivalent of
production during the third quarter of 2005, as most of the
Company's fields were shut-in for periods ranging from several
days to a few weeks, principally because of lack of power or
flooding.  As a result, the Company's production in the third
quarter of 2005 was lower than in the second quarter, averaging
27,345 BOE per day.

Higher commodity prices more than offset the lower production
levels, resulting in earnings for the quarter of $38.5 million as
compared to earnings of $18.3 million, for the third quarter of
2004.  Included in third quarter 2005 net income is approximately
$8.1 million of pre-tax mark-to-market and other non-cash expense
($5.3 million after tax) related to the Company's decision to
discontinue hedge accounting as of Jan. 1, 2005.  Of this amount,
$6.2 million was due to mark-to-market adjustments of the
Company's oil and natural gas derivative contracts at Sept. 30,
2005, and $1.8 million was due to amortization of deferred hedge
mark-to-market value losses that existed as of December 31, 2004,
and which are being  amortized as the  contracts expire in 2005.

Adjusted cash flow from operations (cash flow from operations
before changes in assets and liabilities, a non-GAAP measure) for
the third quarter of 2005 was $87.3 million, a 194% increase
over third quarter 2004 adjusted cash flow from operations of
$29.7 million.  Net cash flow provided by operations, the GAAP
measure, totaled $76.3 million during the third quarter of 2005,
as compared to $44.8 million during the third quarter of 2004.

The difference between the adjusted cash flow and cash flow from
operations is due to the changes in receivables, accounts payables
and accrued liabilities during the quarter.

Oil and natural gas revenues, excluding hedges, were up 34%
between the respective third quarters, as higher commodity prices
more than offset lower production levels resulting from the
hurricanes and the July 2004 sale of offshore properties.  Cash
payments on hedges were $3.8 million in the third quarter of 2005,
a significant decrease from the $22.2 million paid in the third
quarter of 2004, as most of the Company's out-of-the-money hedges
expired as of Dec. 31, 2004.

In addition to the cash payments, the Company recognized
non-cash pre-tax expense of $8.1 million ($5.3 million after tax)
of mark-to-market and other adjustments in the third quarter of
2005 relating to the Company's decision to discontinue hedge
accounting as of Jan. 1, 2005.  As a result of this accounting
change, all future changes in the fair values of the Company's oil
and natural gas derivative instruments will result in income or
expense in the Company's statement of operations.

Oil price differentials (Denbury's net oil price received as
compared to NYMEX prices) deteriorated during 2004, particularly
in the fourth quarter, as the price of heavy, sour crude produced
primarily in the Company's East Mississippi properties dropped
significantly relative to NYMEX prices.  The Company's net oil
price in the third quarter of 2005 averaged $6.34 below NYMEX
prices, worse than the $5.19 differential during the comparable
third quarter of 2004, but slightly better than the Company's
fourth quarter of 2004 average differential of $6.48.  The
Company's natural gas differentials increased in the third quarter
of 2005 to $0.97 per Mcf below NYMEX prices, while historically
the Company's net natural gas price has generally been
approximately the same as NYMEX prices.  This higher variance is
due, at least in part, to increasing natural gas prices during the
quarter.  Since most of the Company's natural gas is sold on an
index price that is set near the first of each month and fixed for
the entire month, variances increase if the NYMEX natural gas
prices rise throughout the three-month period.

                             Outlook

Denbury's 2005 development and exploration budget (excluding
acquisitions) is currently set at $365 million, including the
estimated costs of the CO2 pipeline being constructed to East
Mississippi.  The Company has not yet set its 2006 capital budget,
but it is likely to be significantly higher than the 2005 budget,
and is preliminarily expected to be between $450 million and
$500 million, a level that is reasonably close to its anticipated
cash flow from operations using current prices.   Preliminary
estimates indicate that approximately 50% of the budget will
relate to tertiary operations, approximately 25% will be spent in
the Barnett Shale area, about 10% on exploration, and the balance
on the Company's other assets in Mississippi and Louisiana.  Any
acquisitions made by the Company will increase these capital
budget amounts.  Denbury's total debt as of Oct. 31, 2005, was
approximately $235 million, including $10 million borrowed on its
bank credit line, with $190 million undrawn on its bank borrowing
base.

As a result of the two hurricanes, the Company anticipates that
its production for 2005 will be between 29,500 and 30,000 BOE/d.
The forecasted production from its tertiary oil projects is
expected to be between 9,250 to 9,500 BOE/d for the year.  Based
on the preliminary estimates, pending finalization of its 2006
capital expenditure budget, the Company anticipates that its
average daily production for 2006 will be around 35,000 BOE/d, an
organic production growth rate of approximately 18% over 2005.

The Company updated its progress on the CO2 source well currently
drilling at Jackson Dome.  The well has reached total depth and a
preliminary review of the well logs and seismic data would
indicate CO2 reserves in excess of 1 Tcf, subject to confirmation
with production tests, gas composition, and delineation of the
reservoir.

Gareth Roberts, Chief Executive Officer, said: "While this
quarter's results are somewhat skewed because of the effect of the
hurricanes, our core operations, the CO2 tertiary floods, are
continuing to perform as expected.  Production from our tertiary
floods is continuing to increase, the CO2 pipeline to East
Mississippi, while delayed momentarily due to the storms, is still
expected to be completed by the end of the first quarter of 2006,
and the latest CO2 source well initially appears to have added in
excess of 1 Tcf of CO2 reserves.  Assuming the preliminary
indications for this source well prove to be correct, the
incremental CO2 reserves should be sufficient for another phase,
or more, of tertiary operations.  We have in inventory two oil
fields, Cranfield and Lake St. John, that we purchased earlier
this year that are likely to be part of a future tertiary phase,
and we are actively seeking to acquire additional properties for
other future tertiary phases.  Our preliminary estimates indicate
that there may be 25 to 35 million barrels of potential oil
reserves from these two fields using recovery factors similar to
those on our existing tertiary operations.

"With our tertiary operations as our core growth engine,
supplemented by our anticipated production growth from the Barnett
Shale, we are preliminarily estimating total production growth
next year of about 18%.  It is significant to note that
virtually all of this growth will be organic, from internally
generated projects and inventory.  We believe that we are one of a
handful of companies that has a sufficient inventory of projects
to deliver double digit production growth without purchasing
incremental production.  While we are experiencing significant
cost inflation in our industry, at current commodity prices, we
expect to continue to generate record or near-record cash flow and
earnings and we plan to continue reinvesting all of these profits
to further fuel our growth and build for the future.  The outlook
continues to be excellent for our business model."

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 Nov. 8, 2005,
Standard & Poor's Rating Services raised its corporate credit
rating on independent oil and gas exploration and production
company Denbury Resources Inc. to 'BB' from 'BB-'.

The outlook is stable.  Dallas, Texas-based Denbury has about
$240 million of funded debt.


DIDIER ROGEZ: Court Okays Charles Logan as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, gave Didier Jacques Rogez permission to employ
the Law Offices of Charles E. Logan as his general bankruptcy
counsel.

The Debtor explains that he hired Charles E. Logan as his
bankruptcy counsel because of the Firm's considerable experience
in corporate bankruptcy matters.

The Firm will provide legal services to the Debtor in connection
with the administration of his bankruptcy estate and in other
matters related to his chapter 11 case.

Charles E. Logan, Esq., is the lead attorney for the Debtor.

Mr. Logan says his Firm's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Owner                    $350
    Senior Associates        $325
    Associates:              $300

Mr. Logan assures the Court that his Firm does not represent any
interest materially adverse to the Debtor or his estate.

Headquartered in Los Altos, California, Didier Jacques Rogez filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Calif.
Case No. 05-58399).  When the Debtor filed for protection from his
creditors, he listed total assets of $14,122,247 and total debts
of $8,771,315.


DIVERSIFIED ASSET: Fitch Holds Junk Rating on $36.9M Class B Notes
------------------------------------------------------------------
Fitch Ratings downgrades two classes of notes issued by
Diversified Asset Securitization Holdings I, L.P.  These rating
actions are effective immediately:

     -- $123,362,244 class A-1 notes downgraded to 'BB' from 'A-';
     -- $25,464,683 class A-2 notes downgraded to 'BB' from 'A-';
     -- $36,896,563 class B notes remain at 'C'.

DASH is a collateralized debt obligation managed by AAM Company,
which closed Dec. 18, 1999.  Currently, DASH is composed of 47.2%
residential mortgage-backed securities, 13.2% asset-backed
securities, 34.9% commercial mortgage-backed securities, and 4.7%
CDOs.  Due to the occurrence of an event of default under DASH's
governing documents, the portfolio manager is prohibited from
trading any securities.

The rating actions are the result of continued deterioration in
the credit quality of DASH's collateral portfolio. Since the last
rating action on Dec. 17, 2004, DASH's overcollateralization
coverage ratios have continued to erode.  The class A and class B
OC ratios have decreased to 99% and 84.1% as of Sept. 30, 2005
from 104.1% and 90.5% on Oct. 31, 2004, respectively.

However, the calculation of DASH's OC ratios does not include
principal proceeds, resulting in artificially low coverage levels.
When the calculation is adjusted to include principal proceeds in
the numerator, the OC ratios improve slightly to approximately
101.7% and 86.1%.  Either way, the coverage ratios have eroded
since last review.  The declining coverage ratios have been
compounded by the diversion of principal proceeds to pay class A
interest.  On the Oct. 3, 2005 payment date, $124,553 of principal
proceeds was allocated to pay class A interest shortfalls, thus
further eroding the collateral available to support the rated
notes.

The failure of the class A OC test has caused available proceeds
to be applied towards the redemption of the class A notes.  It is
unlikely the class B noteholders will receive future cashflow.

The portfolio contains three defaulted securities totaling
$9.7 million, including one new default since the last rating
action in the amount of $3.8 million.  Additionally, the portfolio
contains a number of distressed assets where further deterioration
is expected.  These assets have exposure to troubled sectors such
as manufactured housing, aircraft leases, and mutual fund fees.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class B notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


DYER FABRICS: Bankruptcy Court Dismisses Chapter 11 Case
--------------------------------------------------------
The Hon. William Houston Brown of the U.S. Bankruptcy Court for
the Western District of Tennessee, Western Division, has dismissed
Dyer Fabrics, Inc.'s chapter 11 case, forcing the company to halt
its reorganization efforts and repay its creditors about 30 cents
on the dollar, Shanon D. Murray of The Deal reports.

The U.S. Trustee for Region 8 asked the Court to dismiss the
chapter 11 case or convert it to a chapter 7 proceeding after the
Debtor continued to incur losses and failed to propose any
confirmable plan to the Court.

The Debtor delivered its disclosure statement summarizing the
provisions of its to-be-filed plan of reorganization to the Court
on Aug. 31, 2005.  Although the Debtor sought an extension to file
a plan in mid-September, it still has not filed any amended plan.
The Debtor previously filed a plan based upon a loan from CS
Assets, but the loan, CS Assets says, has not been approved.

Due to the Debtor's default under its leases with SR Processing,
the Debtor has no equipment, no facility and no ability to
reorganize.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc.,
is a textile wholesaler and manufacturer. The Debtor filed for
chapter 11 protection on July 9, 2004 (Bankr. W.D. Tenn. Case No.
04-30609).  Steven N. Douglas, Esq., at Harris, Shelton, Dunlap
represent the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it estimated assets and
debts between $10 million to $50 million.


ENRON CORP: Citrus Entities' Claims Bar Date is Jan. 17, 2007
-------------------------------------------------------------
In a Court-approved stipulation, Enron Corp., Enron North America
Corp., Citrus Corp. and Citrus Trading Corp. agreed that:

    (a) The Citrus Entities' Administrative Bar Date is extended
        to Jan. 17, 2007; and

    (b) The Citrus Administrative Bar Date may be further
        extended, from time to time, in writing signed by the
        parties or their counsel.

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.
161; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FLYI INC: Nasdaq Says Common Stock Will be Delisted on Nov. 16
--------------------------------------------------------------
On Nov. 7, 2005, FLYi, Inc. (Nasdaq: FLYIQ) received a letter from
The NASDAQ Stock Market, Inc., notifying the Company that, in
light of the Company's announcement that it has filed for
protection under Chapter 11 of the U.S. Bankruptcy Code and in
accordance with NASDAQ Marketplace Rules 4300, 4450(f) and IM-
4300, the NASDAQ Staff has determined that the Company's common
stock will be delisted from The NASDAQ Stock Market at the opening
of business on Nov. 16, 2005.  The Company does not intend to
appeal the NASDAQ Staff determination to delist the Company's
common stock from the NASDAQ Stock Market.  In addition, the
letter from NASDAQ stated that, as a result of the Filing, as of
the opening of business last Nov. 9, 2005, the fifth character "Q"
will be appended to the Company's trading symbol.

The letter from NASDAQ further stated that if the Company does not
appeal the Staff's determination to delist the Company's common
stock from The NASDAQ Stock Market, the Company's common stock
will not be immediately eligible to trade on the OTC Bulletin
Board or in the "pink sheets," and that the common stock may
become eligible to trade if a market maker makes application to
register in and quote the security in accordance with Rule 15c2-11
under the Securities Exchange Act of 1934.  Only a market maker,
and not the Company, may make the application under Rule 15c2-11.
The Company has advised the public, and reiterates, that the
likely outcome of the company's Chapter 11 case is the
cancellation of the company's existing common stock without
consideration, in which case FLYi stock would have no value.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.


GMAC MORTGAGE: Fitch Affirms B Ratings on Three Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken action on these GMAC Mortgage Corporation
home equity issues:

   Series 2003-J2

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

   Series 2003-J4

     -- Class A affirmed at 'AAA'.

   Series 2003-J5

     -- Class A affirmed at 'AAA'.

   Series 2003-J6

     -- Class A affirmed at 'AAA'.

   Series 2003-J7

     -- Class A affirmed at 'AAA'.

   Series 2003-J8

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

   Series 2003-J9

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

   Series 2003-J10

     -- Class A affirmed at 'AAA'.

All of the mortgage loans in the aforementioned transactions
consist of 15- and 30-year fixed-rate mortgages extended to prime
borrowers and are secured by first liens on one- to four-family
residential properties.

As of the October 2005 distribution date, these transactions are
seasoned from a range of 22 to 31 months and the pool factors
range from approximately 28% to 78% outstanding.  The servicer for
all the transactions is GMAC Mortgage Corporation, which is rated
'RPS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.92 billion in outstanding certificates as detailed above.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $13.02 million
of outstanding certificates.  The CE levels for all the classes
affected by the upgrades have at least doubled their original
enhancement levels since closing date.

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


GREEKTOWN HOLDINGS: Moody's Rates $185 Million Unsec. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Greektown
Holdings, LLC and Greektown Holdings II, Inc.'s (as co-borrowers
and co-issuers) $290 million senior secured credit facilities and
a B3 rating to the company's $185 million in senior unsecured
notes due 2013.  The ratings on the credit facilities and the
notes are contingent on the company receiving final approval from
the Michigan Gaming Control Board.  The ratings outlook is stable.

Proceeds from the new facilities will be used to refinance
approximately $171 million under the existing credit facility and
fund the buyout of minority ownership interests in Greektown
Casino, LLC, the primary operating subsidiary of Greektown
Holdings, LLC not currently owned by the Sault Ste. Marie Tribe of
Chippewa Indians.

The senior secured credit facilities consist of a $100 million
five year senior secured revolver and a $190 million seven year
senior secured term loan B.  The credit facilities contain a $200
million greenshoe that can be exercised either through additional
term loan B borrowings or additional senior unsecured notes.

The ratings consider Greektown's single asset nature and its
considerable debt burden.  Pro forma Debt/EBITDA at closing is
about 5.5 times (x) while peak leverage during construction is
expected to reach over 7.0x.

Greektown's planned expansion, which will be entirely debt
financed, will include:

   * additional gaming space,

   * an attached covered parking garage,

   * a new hotel tower, and

   * further enhancements to the entertainment and restaurant
     offerings.

The planned expansion will take place in several phases with final
completion by the beginning of 2008.

Positive ratings consideration is given to the successful
operating history of the casino and the considerable size and
density of the Detroit gaming market.  Detroit's win per unit
statistics are among the best of all domestic gaming markets.
Additionally, the market benefits from the passage of Proposal 1
by Michigan voters in November 2004 which requires a voter
referendum for new forms of gaming in the state.

Currently, Greektown is one of three commercial casinos that are
permitted to operate in the city of Detroit.  The rating also
takes into account that the proposed expansion will fulfill
Greektown's obligation under its development agreement with the
city government of Detroit, and as a result, will make the company
eligible for a reduced wagering tax from 24% to 19%.

The two notch difference between the company's B1 senior secured
credit facilities' rating and B3 senior unsecured notes rating
considers the contractual subordination borne by the senior
unsecured noteholders through the lack of a subsidiary guarantee
from Greektown Casino, LLC.

The stable rating outlook considers that once construction is
completed, leverage is expected to decline rapidly as the company
focuses on debt repayment.  Debt/EBITDA is expected to decline to
near 4.0x by the end of 2008.  In addition to leverage limitations
included in the senior note indenture and bank credit facilities,
Greektown Holdings, LLC must comply with a leverage test pursuant
to the company's agreement with the MGCB.  If the company does not
meet the leverage test, the MGCB has the right to force a sale of
Greektown.  However, non-compliance may be cured by equity
contributions from the Tribe.

The stable outlook also reflects the company's adequate liquidity
through the construction period and that the capital spending
requirement following the opening of the expansion will be
minimal.  Ratings upside is limited at this time given Greektown's
significant development over the next two years and the
expectation that the Detroit market will remain highly competitive
as the other two casinos embark on their own expansion projects.
Material construction delays and/or lower than expected ramp-up
could have a negative impact on ratings.

These new ratings were assigned:

   * $100 million senior secured guaranteed revolver
     due 2010 - B1;

   * $190 million senior secured guaranteed term loan B
     due 2012 - B1;

   * $185 million senior unsecured notes due 2013 - B3; and

   * Corporate family rating - B1.

Greektown Holdings, LLC, through its primary operating subsidiary
Greektown Casino, LLC, operates the Greektown Casino located in
Detroit, Michigan.  The company is owned 100% by Kewadin Greektown
Casino LLC, an entity owned by the Sault Ste. Marie Tribe of
Chippewa Indians.

The Tribe owns 97% of Greektown Casino, LLC while the remaining 3%
is owned by minority investors.  Greektown Casino opened in
November 2000 and generated revenues of $310.5 million during
FY2004.


ICG COMMS: Response to Southwestern Bell Can be Filed Under Seal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
ICG Communications, Inc., and its debtor-affiliates to file under
seal their response to the motion filed by Southwestern Bell L.P.
d/b/a Southwestern Bell Telephone Company, Ameritech and Pacific
Bell Telephone for payment of Cure Amount or alternatively for
payment of Administrative Expense under 11 U.S.C. Section 503(B).

Southwestern Bell, Ameritech and Pacific Bell allege that they had
provided the Reorganized Debtors with pre-petition and post-
petition services for which they were entitled to priority payment
under Sections 365 and 503(b) of the Bankruptcy Code.

Southwestern Bell seeks payment of $1,159,237 as cure amount and
$2,520,579 as an administrative expense.  Ameritech seeks payment
of $41,826 as cure amount and $1,295,627 as an administrative
expense.  Pacific Bell seeks payment of $300,651 as cure amount
and $69,914 as an administrative expense.

The parties eventually entered into two separate settlement
agreements that resolve their dispute.

The Reorganized Debtors told the Court that they needed to file
their Response under seal because the Settlement Agreements are
subject to a confidentiality clause that prevents the disclosure
of terms necessary for the Response.  Filing of the Response under
seal is also necessary to adequately protect the interests of the
three creditors who signed the Settlement Agreements.

Headquartered in Englewood, Colorado, ICG Communications, Inc. --
http://www.icgcomm.com/-- is a business communications company
that specializes in converged voice and data services.  ICG has a
national footprint and extensive metropolitan fiber serving 24
markets.  ICG products and services include voice and Internet
Protocol (IP) solutions including VoicePipeT, voice services,
dedicated Internet access (DIA) and private line transport
services.  ICG provides corporate customers and other carriers
with flexible and reliable solutions.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 14, 2000
(Bankr. D. Del. Case Nos. 00-04238 through 00-04263).  David S.
Kurtz, Esq., and Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom L.L.P., represents the Debtors.  As of Sept. 30,
2000, the Debtors had total assets of $2,789,927,050 and total
debts of $2,809,795,436.  The Court confirmed the Debtors' Second
Amended Joint Plan of Reorganization on Oct. 9, 2002, and that
Plan took effect on Oct. 10, 2002.


IIB LUXEMBOURG: Moody's Rates New Loan Participation Notes at B1
----------------------------------------------------------------
Moody's Investors Service assigned a long-term rating of B1 to the
upcoming issue of loan participation notes by IIB Luxembourg S.A.,
the proceeds of which will be used for the sole purpose of making
a loan to International Industrial Bank (IIB) of Russia.  The loan
will represent a senior unsecured obligation for IIB.  The exact
amount and tenor of the issue are yet to be determined.

The rating is subject to receiving final documentation on the
issue.  The outlook for the rating is stable.  IIB's existing
B1/NP long- and short-term foreign currency deposit ratings and E+
financial strength rating remain unaffected.

The B1 rating for the Notes is based primarily on the fundamental
ability of IIB, the ultimate obligor in respect of payments under
the Notes, to make timely payments of interest and ultimate
payment of principal on the Loan.  The rating does not incorporate
support from either IIB's shareholder or the regulator.

According to Moody's, covenants embedded in the transaction state
that the Notes may become payable in the event that the bank's
rating were to be downgraded following a re-organisation (such as
a merger, accession, division, separation or transformation).  The
rating agency notes that, while the likelihood of this covenant
being triggered is relatively low, such an event could potentially
have adverse liquidity implications for the bank and might exert
additional downward pressure on its ratings.

IIB is headquartered in Moscow, Russian Federation, and reported
total assets of US$2 billion in accordance with IFRS as at 31
December 2004.


JER CRE: Fitch Puts B Rating on $10 Million Class G Interest Notes
------------------------------------------------------------------
Fitch assigns these ratings to JER CRE CDO 2005-1, Ltd., and JER
CRE CDO 2005-1 LLC:

     -- $81,725,000 class A floating-rate notes due Nov. 2043
        'AAA';

     -- $38,130,000 class B-1 fixed-rate notes due Nov. 2043 'AA';

     -- $37,500,000 class B-2 floating-rate notes due Nov. 2043
        'AA';

     -- $48,400,000 class C fixed-rate deferrable interest notes
        due Nov. 2043 'A';

     -- $46,500,000 class D fixed-rate deferrable interest notes
        due Nov. 2043 'BBB';

     -- $23,320,000 class E fixed-rate deferrable interest notes
        due Nov. 2043 'BBB-';

     -- $15,000,000 class F fixed-rate deferrable interest notes
        due Nov. 2043 'BB';

     -- $10,000,000 class G fixed-rate deferrable interest notes
        due Nov. 2043 'B'.

The ratings of the classes A, B-1, and B-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the classes C, D, E, F, and G notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the government documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

The ratings are based upon the credit quality and mixture of the
underlying assets, credit enhancement provided by support from
subordinated notes, excess spread, and protections incorporated in
the structure.

The net proceeds from the issuance of the notes will be used to
purchase a static portfolio of approximately 97% commercial
mortgage-backed securities and 3% real estate collateralized debt
obligations.  The underlying collateral will consist of 76 classes
of subordinated certificates of CMBS in 14 issues with a target
par amount of $415.7 million.  The collateral supporting the
structure will have a covenanted maximum Fitch weighted average
rating factor of 19.68, weighted average coupon of 4.85%, and
maximum weighted average life of 12 years.  The collateral was
selected and will be monitored by JER Investors Trust, Inc., a
subsidiary of J.E. Robert Company, Inc.  The notes have a stated
maturity of 2043 and monthly payments on the notes will begin on
Dec. 20, 2005.

The collateral advisor will select all investments for the
portfolio on behalf of the co-issuers, which are special purpose
companies incorporated under the laws of the Cayman Islands and
the State of Delaware.  This is a static transaction; however, the
collateral advisor will have the ability to sell impaired or
credit-risk securities at any time.  The portfolio will be
approximately 89% ramped-up at closing; however, the remaining
collateral has been identified and will be purchased prior to the
March 2006 payment date.  Structural protection is derived
primarily from the subordination of junior classes and the related
prioritization of cash flows.

Coverage tests such as the three overcollateralization and three
interest coverage tests embedded in the transaction are designed
to maintain such protection.  Interest and principal payments made
to the classes B-1 and B-2 notes are applied pro rata and all
other payments will be applied on a sequential basis starting with
the class A notes and then to the B, C, D, E, F, and G notes.  In
addition, upon the failure of any coverage test mentioned
previously, principal collections will be used to redeem the notes
on a sequential basis.

The placement agents for this transaction are Banc of America
Securities LLC and Bear, Stearns & Co. Inc.  For additional
information on structural and other features of JER CDO 2005-1,
please see the Fitch Presale report 'JER CRE CDO 2005-1,
Ltd./LLC', dated Oct. 20, 2005, which is available on the Fitch
Ratings subscription-based Web site, http://www.fitchresearch.com/


JILLIAN'S ENT: Claims Objection Deadline is January 31
------------------------------------------------------
Steven L. Victor, the Plan Administrator appointed pursuant to the
confirmed First Amended Joint Liquidation Plan of Jillian's
Entertainment Holdings, Inc., and its debtor-affiliates, has until
Jan. 31, 2006, to file avoidance actions and object to claims.

In addition, Mr. Victor may file notices of removal through and
including the latter of Jan. 31, 2006, or 30 days after the entry
of an order terminating the stay with respect to the actions to be
removed.

The U.S. Bankruptcy Court for the Western District of Kentucky in
Louisville extended the claims objection deadline to give Mr.
Victor more time to reconcile and attempt to resolve certain
disputed claims without the additional expense and risk of
litigation.

Mr. Victor also informed the Bankruptcy Court that as of October
2005, he has filed 47 complaints initiating adversary proceedings
to recover preferences.  Mr. Victor says that he will continue to
investigate additional claims and may file more complaints within
the extension period.

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


JOHNSONDIVERSEY INC: Fitch Affirms BB- Rating on Sr. Sec. Loans
---------------------------------------------------------------
Fitch Ratings has affirmed JohnsonDiversey, Inc.'s ratings:

     -- Senior secured bank credit facilities at 'BB-/R1';
     -- Senior subordinated debt rating at 'B-/R4';
     -- Issuer default rating at 'B-'.

At the same time, Fitch affirms JohnsonDiversey Holdings Inc.'s
senior discount notes rating of 'CCC/R6'.  The Rating Outlook
remains Negative.

The rating affirmation reflects the increased liquidity and
financial flexibility JohnsonDiversey is expected to realize with
the new proposed amendment for its existing senior secured credit
facilities.  Furthermore, Fitch anticipates that JohnsonDiversey
will benefit from an extended maturity schedule, relaxed financial
covenants in the near-term, and have the option to access the
delayed draw term loan under the amended credit facilities.  The
ratings are also supported by company's market positions
worldwide, its diversified product portfolio serving the
institutional and industrial cleaning and sanitation market, and
manageable debt maturity schedule.

The Negative Rating Outlook indicates elevated debt levels and a
volatile cost environment for key raw materials that
JohnsonDiversey uses for its polymer and professional products.
Fitch expects raw material prices to be unstable, and there may be
short periods of softening in prices during the second half of
2006.  However, overall prices are likely to be maintained at
recent levels as the chemical industry proceeds to its next
cyclical peak between 2006 and 2007.  Additionally, Fitch could
revise the Rating Outlook to Stable if operating performance
stabilizes over several quarters and cash flow continues to
improve.

The amended senior secured credit facilities are expected to
include a five-year $150 million revolving credit facility,
six-year $775 million term loan B, and a five-year $100 million
delayed draw term loan -- the delayed draw term loan must be drawn
within the first 12 months.

Fitch anticipates JohnsonDiversey's actions to enhance liquidity
and provide financial flexibility will allow them to execute its
announced restructuring program during the next two to three
years. Additional cash sources to fund the restructuring program
are likely to include potential divestitures, availability under
its existing accounts receivable securitization (A/R) program, and
cash from operations. Operating results in the near term are
expected to continue to be affected by volatile and high raw
material costs, and margins are likely to be under pressure if
price initiatives are unsuccessful. Year to date,
JohnsonDiversey's price increases have been offset by rising
costs. In the third quarter, the company's gross margin was
relatively stable compared the second quarter; however, it was
lower than the third quarter in the prior year.

JohnsonDiversey had an EBITDA-to-gross interest expense of 2.8
times (x), debt-to-EBITDA of 3.1x, and total adjusted debt-to-
EBITDAR, incorporating gross rent, of 5x for the 12-months ending
Sept. 30, 2005.  These credit metrics compare to EBITDA-to-gross
interest expense of 3.1 x, debt-to-EBITDA of 3.4x, and total
adjusted debt-to-EBITDAR, incorporating gross rent, of 5.2x at
2004 year end. Balance sheet debt was approximately $1.18 billion
at the end of the third quarter.  Additionally, the company has a
$150 million A/R securitization program with approximately $140
million utilized as of Sept. 30, 2005.  The total adjusted debt
amount includes operating leases, A/R securitization program
balance and JohnsonDiversey Holdings' senior discount note.  At
the end of the third quarter, JohnsonDiversey continues to have
sufficient cash balances of $24 million including liquidity under
unused and committed revolving credit facilities totaling
$98 million.

JohnsonDiversey, Inc., is a global player in the I&I cleaning
market and sells its products into the following market segments:
floor care, food service, restroom/housekeeping, laundry, and food
processing. In addition, JohnsonDiversey is a global supplier of
water-based acrylic polymer resins for printing, packaging,
coatings, and plastics markets.  The company is owned by
JohnsonDiversey Holdings, Inc., which is owned by Commercial
Markets Holdco (67%) and Unilever (33%).  For the 12-months ending
Sept. 30, 2005, JohnsonDiversey had $3.3 billion in net sales and
$379 million in EBITDA.


LA MUTUELLE: Chapter 15 Petition Summary
----------------------------------------
Petitioner: Jeffrey John Lloyd
            Foreign Representative

Debtor: La Mutuelle du Mans Assurances IARD
        United Kindom Branch
        MMA Account
        Norman Insurance House
        Kings Road
        Reading, RG1 4LL
        United Kingdom

Case No.: 05-60100

Type of Business: The Debtor is an insurance company.

Chapter 15 Petition Date: November 11, 2005

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Selinda A. Melnik, Esq.
                      Edwards Angell Palmer & Dodge LLP
                      919 North Market Street, Suite 1500
                      Wilmington, Delaware 19801
                      Tel: (302) 425 7103
                      Fax: (302) 777 7263

Estimated Assets: $10 Million to $100 Million

Estimated Debts:  $1 Million to $10 Million

A full-text copy of the List of Identifiable Potential U.S. and
Non-U.S. Creditors and other Notice Parties are available for a
fee at:

   http://www.researcharchives.com/bin/download?id=051113210453


LA QUINTA: Blackstone Transaction Prompts S&P to Watch Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on La Quinta
Corp., including its 'BB' corporate credit ratings, on CreditWatch
with developing implications.  Irving, Texas-based La Quinta owns,
operates, and franchises 604 hotels as of Sept. 30, 2005.

The CreditWatch listing follows the announcement that La Quinta
has entered into a definite agreement to be acquired by The
Blackstone Group for $11.25 per paired share in cash.  The total
value of the transaction, including the assumption of La Quinta's
debt, is about $3.4 billion.  This acquisition is subject to
shareholder approval and other customary conditions, and is
expected to be completed in the first quarter of 2006.  The
closing of the merger is not subject to the receipt of financing
by Blackstone.

In resolving the CreditWatch listing, Standard & Poor's will
monitor the situation as it develops.  "Should the unsecured notes
and preferred stock be fully redeemed, we would withdraw our
ratings on La Quinta and remove them from CreditWatch.  However,
should some, or all of, the debt remain outstanding under a more
highly leveraged capital structure, ratings could be lowered,"
said Standard & Poor's credit analyst Sherry Cai.


LA QUINTA: Moody's Reviews B1 Pref. Stock Rating & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the Ba2 senior unsecured debt and
B1 preferred stock ratings of La Quinta under review for possible
downgrade.  This rating action follows the announcement on Nov. 9,
2005 that La Quinta is being acquired by an affiliate of the
Blackstone Group in an all cash transaction valued at $3.4
billion.  The terms and composition of the financing for this
transaction have not been disclosed.  The acquisition is expected
to close in the first quarter of 2006.

According to Moody's, this rating review reflects the rating
agency's concern that La Quinta's capital structure would be more
highly levered and contain significant amount of secured debt
following the acquisition of the REIT by an affiliate of the
Blackstone Group.  Moody's review will focus on utilization of
debt -- especially secured debt -- to fund this transaction, and
the ultimate capitalization of La Quinta.

Depending on the final capital structure and strategy of La
Quinta, the ratings could be downgraded by more than one notch.
However, should the debt and preferred securities be retired in
their entirety prior to the closing of the merger, Moody's could
affirm the current ratings and simultaneously withdraw the
ratings.

These ratings were placed under review for downgrade:

  La Quinta Properties, Inc.:

     * Senior unsecured debt at Ba2
     * senior unsecured debt shelf at (P)Ba2
     * preferred stock at B1
     * subordinated debt shelf at (P)Ba3
     * preferred stock shelf at (P)B1

  La Quinta Corporation:

     * Senior unsecured debt shelf at (P)B1
     * subordinated debt shelf at (P)B2
     * preferred stock shelf at (P)B3

La Quinta (NYSE: LQI) is a paired-share hospitality firm
consisting of a REIT -- La Quinta Properties, Inc. -- and La
Quinta Corporation.  La Quinta owns, operates or franchises more
than 600 hotels in 39 states under the:

     * La Quinta Inns,
     * La Quinta Inns & Suites,
     * Baymont Inn & Suites,
     * Woodfield Suites, and
     * Budgetel brands.

The firm is based in Irving, Texas, USA.


LA RISA: Court Okays Hiring of Buddy Ford as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
La Risa Development Co., L.L.C., permission to employ Buddy D.
Ford, P.A., as its general bankruptcy counsel.

Mr. Ford will:

   1) assist and advise the Debtor with regard to its powers and
      duties as a Debtor and debtor-in-possession in the continued
      operation and management of its business and property;

   2) prepare and file the Debtor's Schedules Assets and
      Liabilities, Statement of Financial Affairs and other
      documents required by the Court;

   3) prepare on behalf of the Debtor any necessary applications,
      answers, orders, reports, complaints, plans of
      reorganization and disclosure statements, and other legal
      papers;

   4) represent the Debtor at the meeting of creditors and appear
      at Bankruptcy Court hearings; and

   5) perform all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Buddy D. Ford, Esq., is the lead attorney for the Debtor.  Mr.
Ford discloses that his Firm negotiated a $15,000 retainer.

Mr. Ford says the Firm's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Counsel                 $250
    Paralegals               $50

Mr. Ford assures the Court that his Firm does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Palm Harbor, Florida, La Risa Development Co.,
L.L.C. purchased six lots near the Bay Esplandade on Clearwater
Beach and has developed the property to construct condominiums.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. M.D. Fla. Case No. 05-25090).  When the Debtor filed for
protection from its creditors, it listed total assets of
$12,443,000 and total debts of $6,167,286.


LA RISA: U.S. Trustee Meeting With Creditors on November 16
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of La Risa
Development Co., L.L.C.'s creditors at 3:00 p.m., on Nov. 16,
2005, at the Office of the U.S. Trustee, Timberlake Annex, Suite
1200, located at 501 East Polk Street, in Tampa, Florida.  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 Palm Harbor, Florida, La Risa Development Co.,
L.L.C. purchased six lots near the Bay Esplandade on Clearwater
Beach and has developed the property to construct condominiums.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. M.D. Fla. Case No. 05-25090).  Buddy D. Ford, Esq., at
Buddy D. Ford, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $12,443,000 and total debts of
$6,167,286.


LEAP WIRELESS: Posts $7.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
Leap Wireless International, Inc. (NASDAQ:LEAP) reported strong
financial results for the third quarter of 2005.  These results
reflect continued strong year-over-year growth in total revenues
and adjusted consolidated earnings before interest, taxes,
depreciation and amortization.

Total consolidated revenues for the third quarter were
$230.5 million, an increase of $23.6 million over the total
consolidated revenues of $206.9 million for the third quarter of
2004. Consolidated operating income for the third quarter was
$28.6 million, an increase of $26.4 million over consolidated
operating income of $2.2 million for the third quarter of 2004.
Consolidated net loss for the third quarter totaled $7.6 million.
This compares to consolidated net income in the third quarter of
2004 of $957.3 million, which included $963.2 million of
reorganization items, net, reflecting the net impact of fresh-
start reporting and other bankruptcy related items.

"Our performance during the third quarter reflects an overall
strengthening of our business as our product development
activities, distribution improvements and marketing strategies
have taken effect," said Doug Hutcheson, president and chief
executive officer of Leap.  "Once again, we have demonstrated an
ability to generate solid operational performance, even while
supporting the costs associated with our new market launch
activities and systems upgrades to meet regulatory requirements
and to support future improvements in efficiency.  We are on track
to meet our goals for 2005 while implementing our strategic plans,
and we are looking toward the coming year with great
anticipation."

"As 2006 approaches, well-managed growth becomes a priority and it
is our goal to continue the strong performance shown in our
operational markets throughout 2005 as we launch new markets in
key clusters across the country," continued Mr. Hutcheson.  "To
provide insight into our expectations for the coming year, we are
providing an outlook for adjusted consolidated EBITDA and capital
spending for 2006.  We intend to capitalize on the momentum of
each new market launch and our new services and products
throughout the year while maintaining a well-balanced approach to
managing our cost performance."

"The strength of our business is evidenced by our financial
performance, confirming the value of pursuing growth in targeted
markets and focusing on developing products for an underserved
customer segment," said Dean Luvisa, Leap's acting chief financial
officer.  "With nearly $400 million in cash at the close of the
third quarter, we believe that our current cash position, combined
with our expected cash flow from operations, adequately positions
us for the significant capital investments ahead of us as we
build-out the planned new markets.  Looking forward, we expect to
maintain good liquidity and relatively low leverage positions,
while opportunistically drawing on the capital markets to position
ourselves to capture future opportunities that enhance the value
of the company."

Leap Wireless International, Inc. -- http://www.leapwireless.com/
-- headquartered in San Diego, Calif., is a customer-focused
company providing innovative mobile wireless services targeted to
meet the needs of customers under-served by traditional
communications companies.  With the value of unlimited wireless
services as the foundation of its business, Leap pioneered both
the Cricket(R) and Jump(TM) Mobile services.  Through a variety of
low, flat rate, service plans, Cricket service offers customers a
choice of unlimited anytime local voice minutes, unlimited anytime
domestic long distance voice minutes, unlimited text, instant and
picture messaging and additional value-added services over a high-
quality, all-digital CDMA network.  Designed for the urban youth
market, Jump Mobile is a unique prepaid wireless service that
offers customers free unlimited incoming calls from anywhere with
outgoing calls at an affordable 10 cents per minute and free
incoming and outgoing text messaging.  Both Cricket and Jump
Mobile services are offered without long-term commitments or
credit checks.

                        *     *     *

As reported in the Troubled Company Reporter on July 28, 2005,
Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.  The outlook for these ratings remains
stable.  However, Moody's lowered Leap's speculative grade
liquidity rating to SGL-2 from SGL-1.

The affected ratings are:

Leap Wireless International, Inc.:

   * Corporate family affirmed at B1
   * Speculative Grade Liquidity downgraded to SGL-2 from SGL-1

Rating outlook stable

Cricket Communications, Inc.:

   * $110 million senior secured revolving credit affirmed at B1

   * $600 million (increased from $500 million) senior secured
     term loan affirmed at B1

Rating outlook stable


LIBERTY MEDIA: Growth Strategies Spur S&P to Put Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Liberty
Media Corp., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.  The CreditWatch placement
follows the company's announcement that it will issue a tracking
stock that will track the performance of QVC Inc. together with
Liberty's minority stakes in IAC/InterActiveCorp and Expedia Inc.
A tracking company will be established to mirror the performance
of these assets.

"The CreditWatch listing reflects uncertainty surrounding the
resulting capital structure at the tracking company and at
Liberty, and the process through which the transaction is
completed," said Standard & Poor's credit analyst Andy Liu.  In
resolving the CreditWatch listing, Standard & Poor's will meet
with management to discuss these issues and the company's future
growth strategies.

A portion of Liberty's debt will be allocated to the tracking
company such that the relationship of debt to EBITDA is in the
3x-5x area.  It is expected that the tracking company will
ultimately be spun off to shareholders.  The remaining debt at
Liberty will be supported by Starz Entertainment Group, some
developing businesses, and Liberty's equity security portfolio.


MASSACHUSETTS HEALTH: Fitch Shaves $16.3-Mil Revenue Bonds to BB+
-----------------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB+' the rating on the
Massachusetts Health and Educational Facilities Authority's
approximately $16.3 million revenue bonds (Milton Hospital Issue),
series C, which were issued in 2001.

The 'BB+' rating reflects Milton's upcoming issuance of
$32.4 million of parity debt, historical operating losses, and
significant deterioration of its balance sheet.

Fitch simultaneously withdraws the rating and will no longer
provide ratings or analytical coverage of securities related to
Milton Hospital.


MCLEODUSA INC: Financing Commitment Under DIP Credit Facility
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov. 7,
2005, McLeodUSA Incorporated and some of its subsidiaries entered
into a Revolving Credit and Guaranty Agreement with JPMorgan Chase
Bank, N.A., as agent.

The lenders' commitments under the DIP Credit Agreement are:

                                                  Commitment
Lenders                                      Amount    Percentage
-------                                      --------------------
JPMorgan Chase Bank, N.A.                   $23,500,000  47.0000%
Fidelity Management & Research Co.          $15,000,000  30.0000%
Jefferies & Co. Inc.                         $4,140,000   8.2800%
Jefferies Partners Opportunity Fund, LLC     $3,795,000   7.5900%
Jefferies Partners Opportunity Fund II, LLC  $2,760,000   5.5200%
Jefferies Employees Opportunity Fund, LLC      $805,000   1.6100%

Total                                       $50,000,000 100.0000%
                                            ===========

A full-text copy of the November 1, 2005, DIP Credit Agreement is
available for free at http://ResearchArchives.com/t/s?2c7

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Court Okays Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------------
The Honorable John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois, Chicago Division, gave McLeodUSA
Incorporated and its debtor-affiliates authority to employ
Skadden, Arps, Slate, Meagher and Flom LLP, as their bankruptcy
counsel, nunc pro tunc to Oct. 28, 2005.

Skadden will continue representing the Debtors in their current
restructuring efforts.

As previously reported in the Troubled Company Reporter on
Nov. 7, 2005, pursuant to an Engagement Agreement dated
March 1, 2005, Skadden will be paid a $250,000 retainer for
professional services and expenses.  Because Skadden has been
representing the Debtors for years on multiple matters, Skadden
was already holding retainers aggregating $415,000, which was
simply maintained as the retainer under the Engagement Agreement
with the Debtors' consent.

In the 90 days prior to the Petition Date, in the ordinary course
of business, the Debtors paid Skadden $2,418,652 for services
rendered and as reimbursement for charges and disbursements
incurred, $2,338,806 of which was attributable to legal services
performed and charges and disbursements incurred in contemplation
of or in connection with their Chapter 11 cases.

Skadden will be providing professional services to the Debtors
under its bundled rate schedules and, therefore, Skadden will not
be seeking to be separately compensated for certain staff and
clerical personnel who also record time spent working on matters.
As of Sept. 1, 2005, the hourly rates under the bundled rate
structure range:

      Designation                          Hourly Rate
      -----------                          -----------
      Partners & Of Counsel                $585 to $835
      Counsel & Special Counsel            $560 to $640
      Associates                           $295 to $540
      Legal Assistants & support staff      $90 to $230

Consistent with the Firm's policy with respect to its other
clients, Skadden will continue to charge the Debtors for all
other services provided and for other charges and disbursements
incurred in the rendition of services.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Court Okays Logan & Company as Noticing Agent
------------------------------------------------------------
Pursuant to Rule 1007(a)(1) of the Federal Rules of Bankruptcy
Procedure and Local Rule 1007-1, a Chapter 11 petition is to be
accompanied by a list of parties-in-interest in a computer
readable format designed and published from time to time by the
clerk of the Court.

Pursuant to Bankruptcy Rule 2002, the Clerk, or some other person
as the Court may direct, is required to provide various notices
to creditors, equity security holders, the United States and the
U.S. Trustee.

Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, relates that there are approximately
10,000 creditors and parties-in-interest in McLeodUSA Incorporated
and its debtor-affiliates' cases to whom certain notices,
including notice of the chapter 11 cases, may be sent.  The size
and magnitude of the noticing process to parties-in-interest makes
it impracticable for the Clerk to undertake that task.

Accordingly, the Debtors sought and obtained permission from the
U.S. Bankruptcy Court for the Northern District of Illinois,
Chicago Division to:

    (a) make available the Mailing Matrix to any party-in-interest
        who requests, at that party's sole cost and expense, in
        addition to filing the Mailing Matrix, which will be
        provided to the Clerk in an ASCII or text format;

    (b) mail directly to the parties on the Mailing Matrix initial
        notices; and

    (c) employ Logan & Company, Inc., as the authorized noticing
        agent of the Bankruptcy Court to undertake mailings as
        directed by the Debtors, the Court or the U.S. Trustee.

                          Logan's Services

As Noticing Agent, Logan will:

    (a) relieve the Clerk of the Bankruptcy Court of all noticing
        under any applicable rule or bankruptcy procedure and
        processing of claims, including:

           -- initial notice of filing;

           -- notice of hearing on disclosure statement and plan
              confirmation;

           -- other miscellaneous notices to any entities, not
              necessarily creditors, that the Debtors or the Court
              deem necessary for an orderly administration of the
              Chapter 11 cases.

    (b) file with the Clerk's Office a certificate of service,
        within 10 days after each service, which includes a copy
        of the notice, a list of persons to whom it was mailed and
        the date mailed;

    (c) make all original documents available to the Clerk's
        Office on an expedited immediate basis;

    (d) comply with applicable state, municipal and local laws and
        rules, orders, regulations and requirements of Federal
        Government Departments and Bureaus; and

    (e) promptly comply with further conditions and requirements
        as the Clerk's Office may prescribe.

The Debtors agree to pay Logan's customary rates and any
necessary out-of-pocket expenses incurred for transportation,
lodging, meals and related items.

Kathleen M. Logan, president of Logan & Company, maintains that
the firm:

    (1) will not consider itself employed by the United States
        government and will not seek any compensation from the
        government in its capacity as the Noticing Agent in the
        Debtors' Chapter 11 cases;

    (2) waives any rights to receive compensation from the U.S.
        government;

    (3) will not be an agent of the United States and will not act
        on behalf of the United States; and

    (4) will not employ any past or present employees of the
        Debtors in connection with its work as the Noticing Agent.

Ms. Logan assures the Court that the firm and its employees have
no connection with the Debtors, their creditors or any other
party-in-interest.  Neither Logan nor any of its employees
represent any interest adverse to the Debtors' estates with
respect to the matters on which Logan is to be engaged.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 4 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERRIL LYNCH: Fitch Puts Low-B Ratings on $11.66-Mil Cert. Classes
------------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors Trust, mortgage loan
asset-backed certificates, series 2005-SL3, which closed on
Nov. 10, 2005:

     -- $262.25 million, classes A-1, A-2A and A-2B 'AAA';
     -- $31.77 million class M-1 'AA';
     -- $25.94 million class M-2 'A';
     -- $15.23 million class B-1 'BBB+';
     -- $6.39 million class B-2 'BBB';
     -- $6.20 million class B-3 'BBB-';
     -- $6.02 million class B-4 'BB+';
     -- $5.64 million class B-5 'BB'.

The 'AAA' rating on the senior certificates reflects the 33.95%
initial credit enhancement provided by 8.45% class M-1, the 6.90%
class M-2, the 4.05% class B-1, the 1.70% class B-2, the 1.65%
class B-3, the privately offered 1.60% class B-4, the privately
offered 1.50% class B-5, along with overcollateralization.  The
initial OC is 4.40% with a target OC of 8.10%. All certificates
have the benefit of excess interest.

In addition, the ratings reflect the quality of the loans, the
soundness of the legal and financial structures, and the
capabilities of Wilshire Credit Corporation as servicer.  LaSalle
Bank National Association will act as trustee.

The collateral pool consists of fixed second lien mortgage loans
and totals $375,991,445 as of the cut-off date.  The weighted
average original loan-to-value ratio is 97.23%.  The average
outstanding principal balance is $46,270, the weighted average
coupon is 9.848% and the weighted average remaining term to
maturity is 226 months.  30.03% of the loans have prepayment
penalties.  The loans are geographically concentrated in
California, Florida, and New York.

All of the mortgage loans were originated or acquired by one of
the originators and subsequently purchased by Merrill Lynch
Mortgage Capital, Inc.  Approximately 28.28%, 18.20% and 16.33% of
the mortgage loans were underwritten in accordance with the
underwriting guidelines of Option One Mortgage Corporation,
Accredited Home Lenders and Acoustic Home Loans LLC, respectively.
The remaining Mortgage Loans were originated by various
originators, none of which originated mortgage loans representing
more than approximately 10% of the mortgage loans.


MICRO COMPONENT: Posts $992,000 Net Loss in Third Quarter
---------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) delivered its
financial results for the quarter ended Sept. 24, 2005, to the
Securities and Exchange Commission on Nov. 7, 2005.

Micro Component reported a $992,000 net loss for the three months
ended Sept. 24, 2005, as compared to a $476,00 net loss for the
same period in 2004.  Net sales for the third quarter were $1.8
million, an increase of 33.0% above net sales of the prior quarter
and a decrease of 54.4% from the quarter ended September 25, 2004.

Gross profit for the third quarter of 2005 decreased by
$1.2 million to $0.8 million, or 44.0% of net sales, from
$2 million, or 50.7% of net sales, for the comparable period in
the prior year.

The Company's balance sheet showed $5,105,000 of assets at
Sept. 24, 2005, and liabilities totaling $10,728,000, resulting in
a $5,623,000 stockholders' deficit.

Micro Component's President, Chairman and Chief Executive Officer,
Roger E. Gower, commented, "It appears that the Test and Assembly
portion of the Semiconductor Capital Equipment Market as reported
by the Semiconductor Equipment and Materials Institute has
experienced a steady upturn in bookings for the past six months
and this has been reflected in our improving results.

"It is still early to project a firm upturn in bookings for 2006
but the direction is gratifying. As previously announced, our
customers continue to see the significant benefits afforded to
them through the utilization of our strip technology. In one large
device manufacturer situation, over 50% of its worldwide
production today is tested utilizing our Tapestry equipment.

"At the same time, we will continue to remain diligent to reduce
costs where we can and were pleased to see our operating costs
down approximately 36% and 21% for the three and nine month
periods ended September 24, 2005, respectively, from the prior
year period," concluded Mr. Gower.

                       Capital Resources

Capital expenditures were $12,000 for the first nine months of
2005 compared to $131,000 in the comparable prior year period.
The capital spending in the current year period was primarily in
the area of information technology equipment.   The prior year
spending was primarily in the area of technology equipment and
facility costs related to Micro Component's Malaysian operations.

On Jan. 28, 2005, the Company completed an amendment to its $5
million secured financing with an institutional lender whereby
payments due under the long-term convertible notes have been
deferred for one year, resulting in $800,000 of principal payments
being rescheduled to begin on February 1, 2006.  The maturity date
of the long-term convertible note has also been extended for one
year from March 2007 to March 2008.

On April 29, 2005, the Company borrowed an additional $2.5 million
for the institutional lender.  The new loan provides for monthly
interest payments at a rate equal to prime plus 1.75%.  Beginning
six months after the closing, The Company is required to make
monthly payments equal to 1/30th of the principal amount until
three years after the closing, at which time the entire remaining
principal and accrued interest is due and payable in full.  The
Company received net proceeds of approximately $2.4 million at the
closing.  In connection with this transaction, The Company issued
the lender an option to purchase 2,556,651 shares at $0.01 per
share.

On Feb. 25, 2005, Micro Component completed a new restructuring
agreement with its 10% Senior Convertible Noteholders.  Under the
agreement, the Noteholders representing $2.9 million in debt, or
80% of the debt existing as of December 31, 2004, have agreed to
continue to accept stock in lieu of cash for their interest
payments for the remaining term of the notes through December
2006.  During the first quarter of 2004, $3.7 million of the Notes
were converted to equity under the agreement resulting in the
issuance of 3,710,000 shares of common stock to the noteholders.

                       Going Concern Doubt

Virchow, Krause & Company, LLP, expressed substantial doubt about
Micro Component's ability to continue as a going concern after it
audited the Company's financials statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's recurring losses from operations and stockholders'
deficit at Dec. 31, 2004.

                      About Micro Component

Micro Component -- at http://www.mct.com-- supplies integrated
automation solutions for the global semiconductor test and
assembly industry.  MCT offers complete and comprehensive
equipment automation solutions for the test, laser mark handling
equipment, mark inspect, singulation, sort, and packaging for
shipment portions of the back-end of the semiconductor
manufacturing process that significantly improve our customers'
productivity, yield and throughput.


MONTPELIER REINSURANCE: Moody's Cuts Pref. Shelf Rating to (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service lowered the credit ratings of Montpelier
Reinsurance Holdings Ltd. (NYSE: MRH) (senior debt to Baa3 from
Baa2), and the insurance financial strength rating of Montpelier
Reinsurance Ltd. to Baa1 from A3.  These rating actions conclude a
review initiated on Sept. 12, 2005 and reiterated on Sept. 23,
2005.  The outlook is stable.

According to Moody's, the downgrade of MRH reflects its
substantial losses recorded from recent hurricanes, which
represent 66% of shareholders' equity as of June 30, 2005 and over
two years worth of net income.  These losses were outside of
Moody's rating expectations and raise concerns about the company's
risk management.  This is especially true given Moody's
expectations that the company's first quarter extraordinary
dividend of $390 million was predicated in large part on a reduced
underwriting risk profile.

Although the company raised $600 million in equity capital shortly
after announcing its initial loss estimate for Hurricane Katrina,
the loss estimates have increased significantly and the company
has incurred additional losses from Hurricanes Rita and Wilma.

The stable outlook of MHR reflects Moody's view that the company
will re-evaluate its risk tolerance and reduce its underwriting
exposures commensurate with its reduced capital levels.  In
addition, the current rating incorporates the likelihood that MHR
will undertake other initiatives to strengthen its balance sheet
and financial flexibility.

Going forward, Moody's expects that the company's financial
leverage will remain below 20% and that the company will take
appropriate capital management actions should estimated losses
from the hurricanes be revised upward or losses from additional
storms be incurred.

These ratings have been lowered and the rating outlook is stable:

  Montpelier Re Holdings Ltd.:

     * senior unsecured debt to Baa3 from Baa2
     * subordinate debt shelf to (P)Ba1 from (P)Baa3
     * preferred shelf to (P)Ba2 from (P)Ba1

  MRH Capital Trust I:

     * capital securities to (P)Ba1 from (P)Baa3

  MRH Capital Trust II:

     * capital securities to (P)Ba1 from (P)Baa3

  Montpelier Reinsurance Ltd.:

     * insurance financial strength to Baa1 from A3

Montpelier Re Holdings Ltd. (NYSE: MRH) is a Bermuda-based,
publicly-traded holding company, that provides global specialty
reinsurance products through its Bermuda-domiciled, wholly-owned
reinsurance operating subsidiary, Montpelier Reinsurance Ltd.  For
the quarter ended September 30, 2005, MRH reported gross written
premiums of $290 million and net loss of $875 million.  As of
September 30, 2005, shareholders' equity was $1.13 billion.


MORGAN STANLEY: S&P Assigns Low-B Ratings to $41.7MM Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2005-HQ7's $1.96 billion
commercial mortgage pass-through certificates series 2005-HQ7.

The preliminary ratings are based on information as of
Nov. 10, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans.  Classes A-1,
A-1A, A-2, A-AB A-3, A-M, A-J, B, C, D, E, and F are currently
being offered publicly.  Standard & Poor's analysis determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.41x, a beginning LTV of 104.2%, and an ending LTV of
90.4%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
             Morgan Stanley Capital I Trust 2005-HQ7

    Class     Rating       Amount ($)            Recommended
                                          credit support (%)
    -----     ------       ----------     ------------------
    A-1       AAA         125,000,000                 30.000
    A-1A      AAA         217,220,000                 30.000
    A-2       AAA         205,100,000                 30.000
    A-AB      AAA         100,000,000                 30.000
    A-3       AAA         725,941,000                 30.000
    A-M       AAA         196,180,000                 20.000
    A-J       AAA         139,779,000                 12.875
    B         AA+          14,713,000                 12.125
    C         AA           26,975,000                 10.750
    D         AA-          17,166,000                  9.875
    E         A+           17,166,000                  9.000
    F         A            19,618,000                  8.000
    G         A-           19,618,000                  7.000
    H         BBB+         26,974,000                  5.625
    J         BBB          19,618,000                  4.625
    K         BBB-         19,618,000                  3.625
    L         BB+           7,357,000                  3.250
    M         BB            9,809,000                  2.750
    N         BB-           4,905,000                  2.500
    O         B+            4,904,000                  2.250
    P         B             4,905,000                  2.000
    Q         B-            9,809,000                  1.500
    S         NR           29,427,251                    N/A
    X*        AAA       1,961,802,251                    N/A

       *Interest-only class with a notional dollar amount.
               NR--Not rated. N/A--Not applicable.


MORTGAGE CAPITAL: Fitch Lifts Low-B Ratings on $52.2M Class Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s,
multifamily/commercial mortgage pass-through certificates, series
1997-MC2:

     -- $43.5 million class F to 'BBB-' from 'BB+';
     -- $8.7 million class G to 'BB+' from 'BB'.

In addition, Fitch affirms these certificates:

     -- $181.3 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $52.2 million class B at 'AAA';
     -- $43.5 million class C at 'AAA';
     -- $39.2 million class D at 'AAA';
     -- $19.6 million class H at 'B';
     -- $10.9 million class J at 'B-'.

Fitch does not rate the $26.1 million class E and the $8 million
class K certificates.  Class A-1 has been paid in full.

The upgrades are the result of increased subordination levels due
to loan payoffs and amortization.  As of the October 2005
distribution date, the pool's aggregate principal balance has been
reduced 50.3%, to $433.1 million from $870.6 million at issuance.
The pool has realized $9.4 million in losses to date.
The pool contains five loans that are currently in special
servicing.  The largest specially serviced loan is secured by a
multifamily property in Indianapolis, IN and is 30 days
delinquent.  The loan was transferred to the special servicer in
June 2005 due to imminent default.  The special servicer is
evaluating workout strategies for this property.

The second largest specially serviced loan is a retail outlet
center in Burlington, NC, and is 90+ days delinquent.  Foreclosure
has been initiated on this property.  While Fitch expects losses
on the specially serviced assets, they are anticipated to be
absorbed by the nonrated class K.

Fitch has identified 17 loans of concern, which include the
specially serviced loans and loans that have experienced declines
in cash flow and occupancy.  Fitch continues to monitor the
performance of these loans.


NETWORK COMMS: Moody's Rates $175 Million Sr. Sub. Notes at B3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Network
Communications, Inc.'s (NCI) proposed $100 million senior secured
credit facilities; a B1 Corporate Family rating; and a B3 rating
to its proposed $175 million senior subordinated notes.  The
outlook is stable.

Details of the rating action are:

  Network Communications, Inc.:

   * $25 million senior secured revolving credit facility due
     July 2010 -- Ba3

   * $75 million senior secured Term loan B -- Ba3

   * $175 million senior subordinated notes, due 2013 -- B3

   * Corporate Family rating -- B1

The rating outlook is stable.

The ratings reflect:

   * NCI's high leverage;

   * its vulnerability to activity in the real estate market and
     real-estate advertising spending;

   * strong competition from a number of better capitalized
     rivals;

   * reliance upon two titles for around 75% of its sales; and

   * a dependence upon acquisitions and new market launches for a
     significant contribution towards its recent growth.

The ratings are supported by:

   * the market share and reputation of its flagship publication;
   * The Real Estate Book;
   * the local nature of its business;
   * the wide geographic range of its markets;
   * the diversification of its real estate advertiser base; and
   * its low- cost distribution model.

In addition, the ratings are supported by the expected
continuation of growth in real estate advertising spending.

The proposed financing will increase NCI's debt by $18 million to
$250 million, or approximately 8.3 times EBITDA for its most
recent fiscal year ending March 30 2005.  Adjusting for the
benefit of a strong first quarter (ending June 30, 2005) and the
acquisition of Weisner Publishing and Lone Wolf Publishing in the
first half of 2005, the proposed debt leverage would have declined
to approximately 6.7 times adjusted LTM EBITDA at the end of June
2005.

NCI's business, which is directly dependent upon the underlying
activity taking place in various real-estate markets around the
country, has enjoyed relatively strong top line growth.  Much of
this growth has resulted from the entry into new geographical
markets, reflected by 36 new market launches during fiscal 2005
and 13 for YTD fiscal 2006.  Moody's expects to see a slow-down in
the pace of new market launches with a commensurate moderation in
the growth of the company's profitability.  In addition, a
significant portion of the company's recent growth has been
achieved from acquisitions, and is not reflective of expected
future organic growth.

Local real estate advertising is an intensely competitive
business, and NCI competes against strong rivals including
Primedia and Trader Publishing.  In addition, NCI competes against
local newspapers and other forms of local real estate advertising.
NCI's low cost distribution strategy and its extensive use of
independent distribution channels, enables a broader, though
arguably lower-end, market coverage compared to the supermarket
focus and direct distribution approach of its competitors.

NCI has completed a number of acquisitions, including two
significant purchases during the first half of 2005, totaling $33
million.  Moody's expects that management will continue to use its
excess free cash flow to make further acquisitions as well as to
fund a planned $5 million investment in a new printing press
during FY 2006.

For fiscal 2005, NCI recorded an EBITDA margin of 22%, which
reflected the contribution of higher-margined restricted group
subsidiaries, partially offset by EBITDA losses from its
unrestricted group of subsidiaries, the latter largely
representing developmental properties.

Proceeds of the proposed financing will be used to repay:

   1) $176 million in existing bank debt;
   2) $30 million in senior subordinated notes; and
   3) $25 million in holding company debt.

At closing, NCI expects to record $13.7 million in cash and $25
million in undrawn availability under its revolving credit
facility, representing an adequate liquidity profile.

The Ba3 senior secured credit revolver and term loans are rated
one notch above the B1 Corporate Family rating, reflecting their
senior-most position in the capital structure and the relatively
low multiple required to cover this portion of debt under a
distressed scenario.  Senior secured lenders will benefit from a
pledge of the stock of the operating subsidiaries plus a lien on
all assets and upstream guarantees from subsidiaries.  Covenants
under the proposed bank credit facility are governed by the
performance of NCI's restricted group of subsidiaries, rather than
the lower EBITDA results of the company's consolidated operations.

According to this definition, initial leverage will stand at
approximately 6.3 times debt to EBITDA.  The revolving credit,
which is not expected to be utilized, will have covenants
customary for senior secured credit facilities of this type;
however, the term loan's covenants will be those more customary
for publicly traded high yield securities.  The B3 rating on the
senior subordinated notes reflects their contractual subordination
to the senior secured credit facilities, and the rating is notched
two levels below the B1 Corporate Family rating.  These securities
will also benefit from upstream subsidiary guarantees and will
have incurrence covenants covering:

   * indebtedness,
   * restricted payments,
   * mergers and consolidatons,
   * asset sales,
   * payment restrictions affecting subsidiaries, and
   * transaction with affiliates.

Since the company at close will be positioned at the low end of
the B1 Corporate Family rating band, an upgrade is highly unlikely
in the near term.  However, ratings could be downgraded or the
rating outlook changed to negative:

   * if the costs of further new market development or operating
     losses at the unrestricted subsidiary level increase
     marginally and place downward pressure on free cash flow,
     delaying the expected rate of deleveraging;

   * if the company is unable to maintain its current market
     shares; or

   * if NCI makes further sponsor distributions prior to achieving
     a significant reduction in leverge.

Moody's has based its ratings upon a review of the audited
financials of GMH Holding Corproration and its subsidiaries (GMH)
for the period ending March 27, 2005, with the understanding that
the financial results of GMH differ in no significant manner from
those of NCI.

Headquartered in Lawrenceville, Georgia, Network Communications,
Inc. is a publishing and printing company with sales of $137
million in fiscal 2005.


NORTHLAKE CDO: Fitch Places BB Rating on $14-Mil Preference Shares
------------------------------------------------------------------
Fitch Ratings affirms five classes of rated notes issued by
Northlake CDO I, Limited.  These affirmations are the result of
Fitch's review process.  These rating actions are effective
immediately:


     -- $174,000,000 class I-MM floating-rate notes at 'AAA/F1';
     -- $56,000,000 class I-A floating rate notes at 'AAA';
     -- $45,000,000 class II floating rate notes at 'AA'.
     -- $14,500,000 class III floating rate notes at 'BBB';
     -- $14,000,000 preference shares at 'BB'.

Northlake is a collateralized debt obligation, which closed in
February 2003 and is managed by Deerfield Capital Management.
Northlake is composed of 45.6% residential mortgage-backed
securities, 28.2% asset-backed securities, 19.8% commercial
mortgage-backed securities, and 6.3% collateralized debt
obligations.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and its portfolio
management strategy going forward.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest-
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

Since the last review, the collateral has continued to perform.
The weighted average credit quality has remained 'BBB+/BBB', based
on the trustee report as of Sept. 30, 2005.  The transaction is in
compliance with all collateral quality tests and satisfies all of
the coverage tests.  As of the most recent trustee report
available, collateral assets with the credit quality below 'BBB-'
represented 4.9% of the $289 million of total collateral and
eligible investments.  This compares with 2.8% of the collateral
and eligible investments as of Oct. 29, 2004.

The ratings of the class I-MM, I-A, and II notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class III notes addresses the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
preference shares addresses the ultimate payment of a 2% internal
rate of return.  Additionally, the 'F1' rating on the class I-MM
notes is based on the support provided to the notes by the put
agreement provided by AIG Financial Products Corp.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's Web site
at http://www.fitchratings.com/


NORTH STREET: Fitch Affirms BB+ Rating on $49-Million Income Notes
------------------------------------------------------------------
Fitch Ratings has affirmed six classes of notes of North Street
Referenced Linked Notes 2002-4, Ltd.

These rating actions are effective immediately:

     -- $353,000,000 class A notes affirmed at 'AAA';
     -- $40,000,000 class B notes affirmed at 'AA';
     -- $46,000,000 class C notes affirmed at 'A';
     -- $61,000,000 class D notes affirmed at 'BBB+';
     -- $25,000,000 class E notes affirmed at 'BBB';
     -- $49,000,000 income notes affirmed at 'BB+'.

North Street 2002-4, which closed on March 15, 2002, is a
partially funded synthetic collateralized debt obligation created
to enter into a credit default swap with UBS Investment Bank.  The
reference portfolio on North Street 2002-4 consists primarily of
corporate bonds, asset-backed securities, commercial mortgage
backed securities, and real estate investment trust securities.

As part of this review, Fitch discussed the current state of the
portfolio with the asset manager and its portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates required for the rated liabilities.

The affirmation of the ratings is a result of the stable credit
quality of the reference portfolio, with the weighted average
rating of 'BBB+' both as of the most recent trustee report dated
October 31, 2005 and at the time of last review.  Assets rated at
or below 'BBB' represented 35% as of the most recent trustee
report available and 39.6% at the time of last review, below the
allowed maximum of 50%.  The referenced portfolio has experienced
no credit events to date.

The ratings of the class A, B, C, and D notes addresses the credit
quality of the reference pool and the likelihood of the applicable
class of notes having to make credit protection payments under the
credit default swap.  The rating of the class E notes addresses
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The rating of the income notes addresses the likelihood that
investors will receive ultimate payments of interest, at the rated
coupon of 7.5%, as well as the stated balance of principal by the
legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's Web site
at http://www.fitchratings.com/


NORTH STREET: Fitch Retains Junk Rating on $36.1-Mil Class E Notes
------------------------------------------------------------------
Fitch Ratings has affirmed six classes of notes of North Street
Referenced Linked Notes 2000-2, Ltd.  These rating actions are
effective immediately:

   North Street 2000-2

     -- $60,800,000 class A notes affirmed at 'AA-';
     -- $32,600,000 class B notes affirmed at 'BBB+';
     -- $29,000,000 class C notes affirmed at 'BBB-';
     -- $7,500,000 class D notes affirmed at 'BB+';
     -- $36,100,000 class E notes remain at 'CCC';
     -- $19,716,100 income notes remain at 'C'.

North Street 2000-2 is a partially funded synthetic collateralized
debt obligation created to enter into a credit default swap with
UBS Investment Bank.  North Street 2000-2 closed on Oct. 27, 2000.
The reference portfolio consists primarily of corporate bonds,
asset-backed securities, commercial mortgage-backed securities,
and real estate investment trust securities.

As part of this review, Fitch discussed the current state of the
portfolio with the asset manager and its portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates required for the rated liabilities.

The affirmation of the ratings is a result of stabilization in the
credit quality of the referenced portfolio.  As of the most recent
trustee report dated Oct. 31, 2005, Fitch Rating Factor of the
referenced portfolio was 21.6, as compared with 22.4 at the time
of last review on Oct. 29, 2004, but still above the allowed
maximum of 17.  Referenced securities below 'BBB-' represented
25.4% of the $1,176.7 million reference portfolio on
Oct. 31, 2005, as compared with 24.6% at the time of the last
review, above the allowed maximum of 3%.

The referenced portfolio has experienced five credit events to
date requiring protection payments over $39 million but no
additional credit events since last review.

The ratings of all classes of notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
income notes addresses the likelihood that investors will receive
full and timely payments of interest, at the rated coupon of 9.5%,
as well as the stated balance of principal by the legal final
maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's Web site
at http://www.fitchratings.com/


NORTHWEST AIRLINES: Inks Agreement with ATSA to Cut Wages by 9.9%
-----------------------------------------------------------------
Northwest Airlines (OTC: NWACQ) reported on Nov. 11, 2005, that
the membership of the Aircraft Technical Support Association has
ratified a long-term labor cost restructuring agreement with the
company.

The contract is the first long-term labor cost restructuring
agreement ratified by one of its seven unions that provides the
total contribution from a work group toward the $1.4 billion in
annual labor cost reductions the airline is seeking as part of its
re-organization.

"The membership of ATSA made an important investment in building a
more competitive Northwest Airlines," said Julie Showers, vice
president of labor relations.  "We appreciate the hard work and
commitment that ATSA leadership showed during the negotiating
process and are pleased to have reached a consensual agreement
that moves us closer toward achieving our labor cost savings
goal."

ATSA represents approximately 200 technical writers, trainers and
maintenance planners at Northwest.  The agreement represents $2.25
million in annual labor cost savings for the airline and will be
in effect until the conclusion of the fourth full calendar year
after the airline emerges from its Chapter 11 re-organization.

The agreement includes a 9.9% wage reduction, profit sharing and
benefit changes that will allow Northwest to be more cost
competitive with both low-cost carriers and airlines that have
restructured their costs through the bankruptcy process.

Earlier this week, Northwest reached a tentative long-term
agreement with The Transport Workers Union of America.

As reported in the Troubled Company Reporter on Nov. 9, 2005,
Northwest reported that it reached interim labor cost savings
agreements with the Air Lines Pilots Association and the
Professional Flight Attendants Association.

The ALPA Master Executive Council agreed to temporary pay and
other reductions of $215 million on an annualized basis and PFAA
leaders agreed to cuts of $117 million.  The ALPA agreement is
subject to membership ratification.

Northwest also reported earlier last week that it reached a
tentative agreement on permanent wage and benefit reductions with
employees represented by the Northwest Airlines Meteorology
Association.

The airline and the IAM are continuing to negotiate a permanent
cost reduction agreement.

The new contracts, along with salaried and management pay cuts
implemented last December and also planned for next month, as well
as labor cost savings achieved through its new aircraft
maintenance program, are all part of Northwest's efforts to
achieve a competitive labor cost structure.

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.


NVE INC: Wants Exclusive Plan Filing Period Extended to Feb. 16
---------------------------------------------------------------
NVE Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to extend until Feb. 16, 2006, the period within which it
has the exclusive right to file a chapter 11 plan.  The Debtor
also wants its plan confirmation period extended through April 15,
2006.

The Debtor tells the Court that the formulation of a plan, which
will be supported by the Official Committee of Unsecured
Creditors, the plaintiff bar, and the retailers, will be an
extraordinary and difficult task.  The current plan filing period
expires on Dec. 8, 2005.

The Debtor believes unexpected delays will require a request for
further extension.  Thus, the extension period will allow the
Debtor to move forward with its negotiations with the Creditors'
Committee and other creditors.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: Court Okays Marotta Gund as Panel's Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave the
Official Committee of Unsecured Creditors of NVE Inc., permission
to retain Marotta Gund, Budd & Dzera, LLC, as its financial
advisors and accountants.

Marotta Gund will:

   a) assist the Committee in analyzing the Debtor's actual cash
      flow results and short-term cash flow forecast,
      understanding the nature and purpose of intercompany
      transactions, monitoring trade credit levels and assessing
      the Debtor's cash availability;

   b) conduct due diligence of NVE's annual operating plan and
      long-term business plan, including management strategies,
      initiatives, key assumptions, financial projections, risks
      and opportunities;

   c) identify opportunities for the Debtor to increase revenues,
      reduce costs, enhance profitability, improve liquidity and
      strengthen the management process;

   d) assist the Committee in preparing for Bankruptcy Court
      hearings, including providing testimony as required by the
      Court;

   e) advise the Committee with respect to the development,
      negotiation and approval of a Plan of Reorganization and
      Disclosure Statement; and

   f) perform other professional services as the Committee may
      request.

Paul Dzera, Marotta Gund's principal partner, discloses that the
Firm will bill the Debtor based on its professionals' hourly
rates:

        Designation                 Hourly Rate
        -----------                 -----------
        Partners                    $525
        Professional Staff          $200 - $450

Mr. Dzera assures the Court that the firm does not hold or
represent an adverse interest to the Debtor's estate.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: Brown Rudnick Approved as Committee's Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave the
Official Committee of Unsecured Creditors appointed in NVE Inc.'s
chapter 11 proceedings permission to employ Brown Rudnick Berlack
Israels LLP as its counsel, nunc pro tunc to Sept. 20, 2005.

As previously reported in the Troubled Company Reporter, Brown
Rudnick will:

   1) develop and negotiate the procedures to govern the allowance
      of claims of ephedra claimants and the distribution of
      proceeds to ephedra claimants in accordance with provisions
      of any plans of reorganization that may be submitted in
      the Debtors' bankruptcy proceedings;

   2) develop and negotiate the procedural structure of an
      appropriate trial on causation, if necessary, and
      participate that trial solely to insure that the approved
      procedures are followed and not modified without the
      participation of the Committee;

   3) protect the Committee's interest with respect to
      confirmation and consummation of any plans of reorganization
      that may be submitted in the Debtors' chapter 11 case;

   4) appear in Court and at various meetings to represent the
      interests of the Committee and attend meetings and
      negotiate with the representatives of the Debtors, the
      Creditors' Committee and other parties-in-interst;

   5) advise the Committee with respect to its rights, duties and
      powers in the Debtor's chapter 11 case and prepare for the
      Committee all necessary applications, motions, answers,
      memoranda, orders, reports and other legal papers in support
      of positions take by the Committee;

   6) investigate transactions and claims and causes of action
      against the Debtor's shareholder and CEO and commence and
      prosecute those actions, if necessary; and

   7) perform all other legal services for the Committee in
      connection with the Debtor's chapter 11 case in accordance
      with the scope of the Committee's duties and as required
      under the Bankruptcy Code and the Bankruptcy Rules.

B. David J. Molton, Esq., a member of Brown Rudnick, is one of the
lead attorneys for the Committee.  Mr. Molton charges $600 per
hour for his services.

Mr. Molton reports Brown Rudnick's professionals bill:

      Professional         Hourly Rate
      ------------         -----------
      William R. Baldiga      $685
      Steven B. Smith         $445

      Designation          Hourly Rate
      -----------          -----------
      Partners             $400 - $790
      Associates           $200 - $480
      Paralegals           $175 - $240

Mr. Molton assures the Court that the Firm does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


ORMET CORP: Union Vows to Prevent Plant Closure
-----------------------------------------------
The United Steelworkers of America pledged that the Union will
fight to save the jobs of about 500 hourly employees at Ormet's
Rolling Mill, in spite of an announcement that the facility will
be closed by the end of the year.

                         Aleris Buy-Out

Aleris International, Inc., said in a news release that the
company has agreed to purchase "selected assets" within the
Rolling Mill and plans to move the equipment to other Aleris
plants.

"I encourage Aleris to bargain with our Union and negotiate an
agreement that will keep the Hannibal plants operating," USW
District 1 Director David McCall, said.  "A well-trained,
experienced workforce could be a valuable asset that was
overlooked in the early stages of this deal."

                         USWA Challenges

Mr. McCall said that the USWA faced similar challenges during the
recent crisis in the steel industry that sent over 50 steel
manufacturers into bankruptcy.  He also pointed out that Aleris'
headquarters in Beachwood, Ohio is less than ten miles from Mittal
Steel's Cleveland facilities, which LTV Steel tried to shut down
before the USWA sought out an investment firm that committed to
operate the facility.

"Our Union's experience dealing with distressed employers gives us
an advantage as we move forward with working to save our plants,"
Mr. McCall said.  "We will all do our parts to work with Aleris
management and explore ways we can prevent the closure and get our
members back on the job."

                         MatlinPatterson

McCall said that MatlinPatterson, the investment firm that now
holds a majority stake in Ormet, never had a sincere interest in
making and selling aluminum for profit and that the company's
failure to negotiate a fair contract with the USWA since Ormet
emerged from Chapter 11 Bankruptcy should have served as a
warning.

Headquartered in Wheeling, West Virginia, Ormet Corporation
-- http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.  The Company's
chapter 11 plan was confirmed by the Court in April 2005.  Under
the confirmed Plan, Ormet was authorized to break labor contracts,
which resulted in conflicts with the United Steelworkers of
America.


O'SULLIVAN INDUSTRIES: Wants Confirmation Hearing Set for Jan. 30
-----------------------------------------------------------------
Rule 3017(c) of the Federal Rules of Bankruptcy Procedure provides
that on or before approval of a disclosure statement, the Court
will fix a time within which the holders of claims and interests
may accept or reject the plan of reorganization and may fix a date
for the hearing on confirmation.

In this regard, O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates ask Judge Mullins of the U.S. Bankruptcy Court
for the Northern District of Georgia to convene a hearing to
consider confirmation of their Chapter 11 Plan on Jan. 30, 2006.

In addition, the Debtors ask the Court to fix Jan. 16, 2006, as
the last date by which objections to confirmation of the Plan must
be filed.

The Debtors propose that any Plan Objections will:

   (i) be in writing and state the name of the objector, its
       interest in their Chapter 11 cases, and, if applicable,
       the amount and nature of its claim or interest, as well as
       state with particularity the nature of the objection and
       its legal basis;

  (ii) include suggested language to amend the Plan in a manner
       that would resolve the objection; and

(iii) be filed with the Court no later than the Plan Objection
       Deadline and served to these parties:

       (a) counsel to the Debtors;

       (b) the Office of the United States Trustee;

       (c) counsel to CIT Group/Business Credit, Inc.;

       (d) counsel to the trustee for the 10.63% senior secured
           notes due 2008;

       (e) counsel to the largest holders of the Senior Secured
           Notes;

       (f) counsel to the trustee for the 13.375% senior
           subordinated notes due 2009; and

       (g) counsel to the Official Committee of Unsecured
           Creditors.

Furthermore, the Debtors anticipate that it might become necessary
for them, as their Chapter 11 cases progress, to file and serve a
supplement to the Plan.  Thus, the Debtors ask the
Court to allow them to file the Plan Supplement up to one week
before the Plan Objection Deadline and that the deadline to object
to the Plan Supplement be the Plan Objection Deadline.

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


O'SULLIVAN IND: Panel Balks at Adequate Protection for Noteholders
------------------------------------------------------------------
The Official Committee of Unsecured Creditors tells Judge Mullins
that without foundation in applicable law, O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates seek to provide
excessive consideration to Senior Secured Noteholders in the guise
of "adequate protection."  The Committee believes that the Senior
Secured Noteholders are more than adequately protected by the
Debtors' maintaining the going-concern value of their business.

Thus, the Committee asks the U.S. Bankruptcy Court for the
Northern District of Georgia to substantially modify the adequate
protection stipulation to ensure that the Debtors' Chapter 11
cases proceed on a level playing field, with a full and complete
opportunity for the Committee to fulfill its statutory
obligations.  The Committee also asks the Court to consider its
proposed alternative Adequate Protection Stipulation, which
provides the Senior Secured Notes with "adequate protection" that
the law compels, without sacrificing the rights of general
unsecured creditors.

James R. Sacca, Esq., at Greenberg Traurig, LLP, in Atlanta,
Georgia, relates that on Nov. 3, 2005, the Committee received a
revised version of the Adequate Protection Stipulation.  Less than
24 hours later, the Committee received a further revised
Adequate Protection Stipulation, which made additional substantive
changes to the Initial Revised Adequate Protection
Stipulation.

"Once again, the Debtors' unsecured creditors are not only forced
to play 'catch up,' but are forced to play 'catch up' with
substantively moving parts," Mr. Sacca argues.  "While some
changes have been made from the Initial Adequate Protection
Stipulation, the Revised Adequate Protection Stipulation still
grossly overreaches and provides more than the law permits to the
Senior Secured Noteholders under the pretext of 'adequate
protection.'"

According to Mr. Sacca, the extent of the Senior Secured
Noteholders' Adequate Protection is limited and their replacement
liens should be subject to avoidance as their prepetition liens
are subject to avoidance.

In addition, while the Senior Secured Noteholders' entitlement to
a superpriority claim is now subject to some additional
limitations, Mr. Sacca asserts that the revised adequate
protection stipulation still impermissibly overly compensates the
Senior Secured Noteholders.

Moreover, Mr. Sacca notes that the Senior Secured Noteholders are
not entitled to the current payment of their professionals' fees
and expenses.  "[I]t makes no economic sense to strain the
Debtors' limited liquidity to pay the Senior Secured Noteholders'
professionals on a current basis," Mr. Sacca asserts.  Under the
Debtors' proposed plan of reorganization, the Debtors' general
unsecured creditors are being completely wiped out, Mr. Sacca
points out.  Mr. Sacca says it makes no sense for the Debtors'
estates to pay the Senior Secured Noteholders' financial advisor
for a so-called "success fee" when the Debtors' unsecured
creditors are getting nothing.  Mr. Sacca also contends that the
terms of the proposed carve out discriminate against the
Committee.

In addition, Mr. Sacca contends that the Committee should be given
more time to investigate the prepetition senior secured notes
liens and Bank of New York's claim.  The Committee asks the
Court to extend the deadline for it to bring any action to
challenge the Prepetition Senior Secured Notes Liens and the BNY
Claim to January 24, 2006.

Furthermore, Mr. Sacca argues that:

   * The Senior Secured Noteholders impermissibly seek to limit
     the rights of discovery and the rights of third
     parties-in-interest to commence an adversary proceeding;

   * Without due notice, the Debtors and the Senior Secured
     Noteholders seek to cap the amount that the Committee can
     spend on its Investigation; and

   * The Senior Secured Noteholders have added a new limitation
     that essentially waives the rights of all third parties to
     have their administrative claims paid from either the
     Prepetition Senior Secured Notes Collateral, the
     Postpetition Senior Secured Notes Collateral, or the
     unencumbered assets of the Debtors' estates, if the cases
     are not successful.

"To allow the Senior Secured Noteholders to reap the benefits of
chapter 11 and a windfall if the reorganization process does not
prove to be successful is fundamentally unfair," Mr. Sacca tells
Judge Mullins.  "Post-petition creditors should not be asked to
support the Debtors and then be put at risk to hold the proverbial
'bag'."

               Noteholders Want Objection Overruled

GoldenTree Asset Management L.P., Mast Credit Opportunities I,
(Master) Ltd., and BreakWater Fund Management, LLC, as the Ad Hoc
Senior Secured Noteholders Committee, tell the Court that the
Committee represents a constituency mostly comprised of deeply
subordinated unsecured creditors that are "out of the money" by a
substantial margin.  Hence, the Ad Hoc Committee believes that the
Committee's constituency has no economic interest in the Debtors'
assets.

"[N]otwithstanding substantial economic and other concessions made
by the Ad Hoc Senior Secured Noteholders Committee to adequate
protection objections raised by the Committee, the
Committee persists in subjecting the Debtors' estates to a time-
consuming, expensive fight over adequate protection," Richard F.
Casher, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, in New
York, argues.  The Debtors can ill afford lengthy, expensive
litigation, he adds.  Their cash resources are very limited, and
anything but a short stay in Chapter 11 well may cause their
largest customers to re-think their relationship with them.  Thus,
Mr. Casher asserts that the Debtors, mindful of their fiduciary
duties to their in-the-money creditors, prudently have sought to
place their Chapter 11 cases on a fast track.

The Committee's lead objection stating that the Debtors' efforts
to maintain going concern value is sufficient to provide the
Senior Secured Notes with adequate protection under the law, has
no foundation in bankruptcy jurisprudence, Mr. Casher contends.
Moreover, Mr. Casher continues, the objection illogically presumes
that one mystically can predict today that, despite the myriad
business and economic risks that affect and challenge the
Debtors' operations on a daily basis, their mere "efforts to
maintain going concern value" will result in the successful
management of the risks and preserve intact, over the course of
indeterminate future months, their going concern value.

Mr. Casher points out that other objections raised by the
Committee concern the text of the Interim Adequate Protection
Stipulation.  "Those objections either are resolved by drafting
changes reflected in the Final Adequate Protection Stipulation or
economic concessions made by the Ad Hoc Senior Secured
Noteholders Committee that are reflected in the Final Adequate
Protection Stipulation, or are at odds with the economic realities
affecting the Debtors' chapter 11 estates," Mr. Casher says.

Mr. Casher contemplates that the Final Adequate Protection
Stipulation, more than fairly and generously, takes into account
the interests of the Committee's out-of-the-money constituency.
It also balances them against the competing interests of the
Senior Secured Noteholders, the only major constituency that has
an economic interest in the Debtors' assets, and the one
constituency whose collateral is funding the costs and expenses of
the Chapter 11 Cases, including the fees and expenses of the
Committee's Professionals, Mr. Casher adds.

Accordingly, the Ad Hoc Committee asks the Court to overrule the
Committee's Objection and approve the Final Adequate Protection
Stipulation.

                         Debtors Respond

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the Court that all material
objections have been resolved by major concessions from the Ad
Hoc Committee.  Hence, the Committee's remaining issues are not
constructive and are largely trivial in the context of the
Debtors' Chapter 11 cases.

One of the Committee's primary complaints was the limitation on
its professional fees included in the Carve-Out.  Notwithstanding
the economic realities of the Debtors' cases, Mr. Cifelli asserts
that the Ad Hoc Committee has graciously agreed to remove the
aggregate $200,000 limitation on professional fees and expenses of
the Committee.  Now, the fees and expenses are only subject to the
overall limitation following a Commitment Termination Date.
There is also a generous $50,000 limit for fees and expenses
incurred in investigating claims against the secured noteholders
represented by the Ad Hoc Committee, Mr. Cifelli adds.

Furthermore, Mr. Cifelli refutes the Committee's contention that
the Senior Secured Noteholders should receive only replacement
liens because they are adequately protected by the fact that the
Debtors' going concern value is greater than their liquidation
value.  "If that were the correct analysis, the result would be to
deprive almost all secured creditors in Chapter 11 cases of any
meaningful protection against a decrease in the value of their
collateral and to discourage them from supporting debtors'
reorganization efforts," Mr. Cifelli argues.

Moreover, contrary to the Committee's 90-day period request to
investigate and challenge the Prepetition Senior Secured Notes
Liens and the Bank of New York's Claim, the Debtors believe that
75 days is more than sufficient time given that:

   (i) the professionals retained by the Committee received
       copies of the results of the Debtors' lien searches, along
       with a summary of those results, on or about August 30,
       2005, and therefore have already had substantial time to
       undertake an investigation;

  (ii) the Ad Hoc Committee has stated that it will cooperate
       with the Committee in providing information and
       documentation promptly; and

(iii) with the consent of the Ad Hoc Committee, the Committee
       will now have up to $50,000 available to conduct the
       investigation.

"[A] shorter investigation period is consistent with the Debtors'
strong desire to make their Chapter 11 cases proceed as rapidly as
possible, both because it is important for their business not to
languish in bankruptcy and because additional time will cause the
incurrence of additional, unnecessary administrative costs," Mr.
Cifelli avers.  In any case, Mr. Cifelli notes that the Final
Adequate Protection Stipulation provides that the Committee may
ask the Court for additional time to conduct an investigation or
discovery for cause shown.

Moreover, Mr. Cifelli points out that the waivers in Section
506(c) of the Bankruptcy Code are customarily approved in
connection with similar financing arrangements and are not unfair
to third parties as the Committee contends because the Court has
made it clear that employees and vendors who render services and
provide goods to the Debtors during their Chapter 11 cases will
not be left unpaid.

Accordingly, the Debtors ask the Court to deny the Committee's
Objection in its entirety.

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


O'SULLIVAN IND: Wants to Pay U.K. Creditors' GBP250,000 Claims
--------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
sell products manufactured in the United States to large retailers
in Europe through branch operations in the United Kingdom.  The
U.K. Branch leases office and warehouse space and has 14
employees.  James C. Cifelli, Esq., at Lamberth, Cifelli,
Stokes & Stout, P.A., in Atlanta, Georgia, tells the U.S.
Bankruptcy Court for the Northern District of Georgia that the
U.K. Branch is an expanding and important component of the
Debtors' overall business, generating between $5,000,000 and
$6,000,000 in revenues in fiscal year 2005.  The Debtors believe
that there is significant opportunity for growth in the U.K. and
European markets and that the U.K. Branch will become even more
important to the Debtors as they pursue foreign sourcing
opportunities.

In connection with their operation of the U.K. Branch, the
Debtors have ongoing business relationships with various creditors
in the United Kingdom that provide freight, carriage, temporary
staffing, utility, and other services to the Debtors.  Mr. Cifelli
relates that the U.K. Creditors have certain prepetition claims
against the Debtors totaling no more than GBP250,000.

According to Mr. Cifelli, the U.K. Creditors have threatened to
take, or have already taken, actions that could cripple the U.K.
Branch operations.  Certain U.K. Creditors have told the Debtors
that they will not provide, or have already ceased providing,
essential services to the U.K. Branch until their claims are paid.
Other U.K. Creditors have refused to release freight that the U.K.
Branch needs to satisfy customer orders until their claims are
paid.  Still other U.K. Creditors have indicated that, unless
their claims are paid, they will bring U.K. insolvency proceedings
against the U.K. Branch, which could result in the liquidation of
the U.K. Branch's assets.

In addition, Mr. Cifelli continues, management of the U.K. Branch
is concerned that they may be subject to wrongful trading claims
under U.K. law.

Accordingly, the Debtors seek the Court's authority to pay, in
their absolute discretion, the U.K. Claims.

The Debtors also seek the Court's authority to condition payment
of the U.K. Claims on the continued services to them during the
course of their Chapter 11 case.

In certain circumstances, the Debtors would include letters with
checks paying outstanding U.K. Claims that would condition the
cashing of those checks on an agreement by the particular U.K.
Creditor to provide services in accordance with the usual and
customary terms and conditions of the industry or on other terms
acceptable to the Debtors.

The Debtors also reserve the right to require written confirmation
of that agreement from any U.K. Creditor before paying any U.K.
Claim, to demand a return of any funds paid if appropriate
postpetition services are not provided to them, and to contest any
invoice of any U.K. Creditor.

Mr. Cifelli says that the Debtors have considered various
alternatives to paying the U.K. Claims.  They have informed many
of the U.K. Creditors that the Bankruptcy Code prevents them from
paying the U.K. Claims and that the U.K. Creditors' actions or
threatened actions would violate the automatic stay of the
Bankruptcy Code.  However, many of the U.K. Creditors were
undeterred.  Mr. Cifelli asserts that even assuming that the
automatic stay or other provisions of the Bankruptcy Code apply,
it would be extremely difficult, if not impossible, not to mention
costly, for the Debtors to enforce those provisions against the
U.K. Creditors.

The Debtors have provided a confidential break-down of the U.K.
Creditors and the U.K. Claims to the U.S. Trustee, counsel to the
largest holders of the senior secured notes due 2008, counsel to
The CIT Group/Business Credit, Inc., and counsel to the Official
Committee of Unsecured Creditors.

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


PHOENIX COMPANIES: Moody's Assigns (P)Ba2 Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Baa3 debt
rating to The Phoenix Companies, Inc.'s (Phoenix; NYSE: PNX)
senior unsecured notes due Feb. 16, 2008 that will be remarketed
on Nov. 10, 2005, and issued on Nov. 16, 2005.  Moody's has also
assigned provisional ratings to Phoenix's $750 million shelf
registration.  The outlook on Phoenix and its subsidiaries is
stable.

The rating agency noted that Phoenix has made improvements in its
risk profile in recent years.  According to Moody's, management at
Phoenix has done this through the disposition of numerous non-core
assets, including minority interests in third-party companies and
venture capital partnership investments.  Adding to the company's
improved credit profile are three other factors:

   1) the aggressive management of expense levels by reducing or
      eliminating the focus on business lines not fitting into the
      companies' risk/return profile;

   2) the rationalization of the asset management business; and

   3) an improved capital position at Phoenix Life Insurance
      Company.

Despite these improvements, Moody's noted that Phoenix has
exhibited weak profitability on both statutory and GAAP reporting
bases compared with its industry peers.  In turn, weak and
inconsistent statutory profitability at Phoenix Life Insurance
Company has constrained the holding company's financial
flexibility in terms of the cash dividend capacity to service the
holding company's interest expense and other corporate
obligations.

In addition, Moody's cited other credit challenges at Phoenix
including a meaningful outstanding unfunded pension obligation,
which raises Phoenix's adjusted financial leverage, and the
company's exposure to potential future write-offs of intangible
assets associated with the prior acquisition of its asset
management subsidiaries.  The rating agency also pointed out that
Phoenix maintains a modest market position in a consolidating
industry.

Moody's said factors that could lead to a ratings upgrade include:

   1) GAAP return on equity (ROE) above 6%;

   2) Earnings Interest Coverage above 4 times;

   3) Cash Flow Interest Coverage above 2.5 times;

   4) NAIC Risk-Based Capital consistently above 325%;

   5) consistent consolidated statutory net income above
      $50 million; and

   6) financial leverage (including pension obligations) of less
      than 25%.

The rating agency also noted that negative rating pressure could
develop if these occurs:

   1) financial leverage (including pension obligations)
      exceeding 30%;

   2) NAIC Risk-Based Capital Ratio dropping below 275%;

   3) intangibles as a percentage of shareholders' equity
      (excluding accumulated other comprehensive income)
      exceeding 130%; or

   4) Cash Flow Interest Coverage falling below 1.5 times.

These ratings were assigned with a stable outlook:

  Phoenix Companies, Inc.:

   * (P)Baa3 senior unsecured debt rating;

   * (P)Ba1 subordinate debt rating;

   * (P)Ba2 preferred stock rating; and

   * a (P)Baa3 debt rating for senior unsecured notes, maturing
     February 16, 2008.

Phoenix is an insurance and asset management organization
headquartered in Hartford, Connecticut.  As of September 30, 2005,
Phoenix reported:

   * total assets of about $27.7 billion;
   * third-party assets under management of $38.8 billion; and
   * shareholders' equity of approximately $2 billion.


PINNACLE ENT: S&P Puts BB- Rating on Proposed $750MM Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and a recovery rating of '1' to Pinnacle Entertainment
Inc.'s proposed $750 million senior secured bank facility,
indicating Standard & Poor's expectation that the lenders would
realize full recovery of principal in the event of a payment
default.

Proceeds from the proposed bank facility will be used to refinance
the company's existing credit facilities, to help provide funding
for several of the company's planned capital investments,
including its St. Louis developments, and for general corporate
purposes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on the Las Vegas,
Nevada-based casino owner and operator.  The rating on the
company's existing senior secured bank facility will be withdrawn
once the new facility is funded.  Total debt outstanding at
Sept. 30, 2005, was about $703 million.


PIZZA INN: Posts $393,000 Net Loss for First Quarter 2006
---------------------------------------------------------
Pizza Inn, Inc. (Nasdaq: PZZI) reported a $393,000 net loss on
$12.9 million in revenues for the first quarter ended Sept. 25,
2005, compared to a $285,000 net income on $14.4 million of
revenues for the same period last year.

"Despite the temporary negative impact of Hurricane Katrina on our
financial results, our primary concern is with the people of the
Gulf Region and our operators there," President and Chief
Executive Officer Tim Taft, said.  "We must, however, remain
focused on the fundamentals of our business, from concept
development to unit-level profitability.  In the coming weeks we
will introduce our new buffet concept in the Dallas and Houston
markets, featuring a more progressive approach to our brand and
its profitability.  In addition, a new franchisee selection
program will roll out in November of this year, targeting
strategic markets throughout the chain.  Also, as our Product and
Purchasing Committee reduces costs in the operating system, our
marketing efforts have been refocused to illuminate the brand's
core competency -- a tradition of serving quality food and
hospitality."

                      Covenant Breaches

The Company believes it has failed to comply with certain
financial ratio covenants contained in its credit agreement with
Wells Fargo Bank, N.A., as of the close of the company's fiscal
quarter on Sept. 25, 2005.

Upon the occurrence of an event of default, Wells Fargo may elect
to:

   -- terminate the revolving credit commitment under the loan
      agreement; or

   -- declare all outstanding principal of and accrued and unpaid
      interest on the Company's obligations under the loan
      agreement immediately due and payable.

The Company has requested that Wells Fargo agree to waive the
event of default, though Wells is not obligated to grant the
waiver.  As of Oct. 24, 2005, Wells Fargo has not exercised any of
the rights or remedies available to it under the Loan Agreement in
these circumstances.

The Company entered into a $6 million revolving credit agreement
with Wells Fargo on Aug. 29, which allows the Company to obtain
more favorable interest rates as financial results improve.

Headquartered in The Colony, Texas, Pizza Inn, Inc. --
http://www.pizzainn.com/-- franchises approximately 400
restaurants with annual chain wide sales of over $160 million.


REFCO INC: Amends RCM Stipulation with Creditors' Committee
-----------------------------------------------------------
In a Court-approved stipulation, Refco Inc., and its debtor-
affiliates and the Official Committee of Unsecured Creditors
previously agreed that from Nov. 3 up to Nov. 9, 2005, Refco
Capital Markets, Ltd., and any person or entity acting on its
behalf, will not use, transfer convert, dissipate, hypothecate,
liquidate, or otherwise dispose of any "security," as that term is
defined in Section 101(49) of the Bankruptcy Code, or any
"customer property" as defined in Sections 741(4) and 761(10), or
other similar instruments, futures, and options.

                 Parties Amend Stipulation

The Debtors and the Committee amend and restate their stipulation
limiting the activities of Refco Capital Markets for an additional
period of five business days.

The parties continue to seek to resolve consensually any
outstanding issues regarding the alleged liquidation, sale, or
transfer of securities of, or in the custody of, RCM, and,
consequently, wish to maintain the status quo for seven more
business days.

In a Court-approved Amended Stipulation, the parties agree that:

    (1) Effective Nov. 9, 2005, and continuing to and
        including Nov. 18, 2005, RCM or any person or entity
        acting on its behalf, will not use, transfer, convert,
        dissipate, hypothecate, liquidate, or otherwise dispose
        of any "security" or of any "customer property" as
        defined in Sections 101(49) and 741(4) and 761(10) of
        the Bankruptcy Code, or other similar instruments,
        futures, and options.

    (2) With respect to Securities, Customer Property, or other
        Instruments, if any, that non-debtor Refco Securities
        received from RCM, Refco Securities will be bound by the
        Amended Stipulation as if it were one of the RCM Parties.

    (3) Effective Nov. 9, 2005, and continuing to and
        including Nov. 18, 2005, Refco Securities, and any
        of its representative will not use or transfer or
        otherwise dispose of any Securities, Customer Property,
        or other Instruments, without the express written
        consent of Robert N. Dangremond, of Alix Partners, LLC,
        as the Debtors' financial advisor, after consultation
        with Houlihan Lokey Howard & Zukin, as the Committee's
        financial advisor.  However, that restriction will not
        apply to the transfer, conversion, dissipation,
        hypothecation, liquidation, or other disposition by any
        Refco Securities Party of Securities, Customer Property,
        or other Instruments that:

           (i) were not received directly or indirectly from, or
               held on RCM's behalf, by Refco Securities; and

          (ii) are held in retail accounts by natural persons who
               have fully satisfied any liabilities owed to Refco
               Securities.

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: 72 Parties Object to Use of Cash Management System
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov. 2,
2005, Refco Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
authority to continue to use their existing cash management
systems in the ordinary course of their businesses, to use the
property of their estates, and to ensure an orderly transition
into Chapter 11 proceedings.

The Debtors use a centralized cash management system to fund
their operational needs.  Richard B. Levin, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, relates that Debtor
Refco Capital LLC holds at least five bank accounts, including a
concentration account at Harris Bank.  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.

Mr. Levin tells Judge Robert D. Drain that the Debtors' integrated
cash management system is complex, highly automated, and
computerized.  Nonetheless, the cash management procedures
employed by the Debtors constitute essential business practices.

Mr. Levin explains that the integrated cash management system
provides significant benefits to all of the Debtors, including
the ability to:

    (a) control corporate funds centrally;

    (b) invest idle cash;

    (c) ensure availability of funds when necessary; and

    (d) reduce administrative expenses by facilitating the
        movement of funds.

The Debtors' business operation requires that the cash management
systems continue during the pendency of their Chapter 11 cases.
"Requiring the Debtors to adopt new, segmented cash management
systems at this early and critical stage of these cases would be
expensive, would create unnecessary administrative problems, and
would be much more disruptive than productive," Mr. Levin
asserts.  "Any disruption could have a severe and adverse impact
[on] the Debtors' ability to reorganize."

                            Objections

At least 72 parties-in-interest, mostly customers and creditors,
ask the Court to deny the Debtors' request to continue using their
existing cash management system:

    * Stilton International Holdings Limited
    * Rogers Raw Materials Fund, L.P.
    * Rogers International Raw Materials Fund, L.P.
    * Turisol Casa de Cambio, C.A.
    * AQR Absolute Return Master Account L.P.
    * AQR Global Asset Allocation Master Account L.P.
    * Premier Bank International N.V.
    * Rietumu Bank and RB Securities Limited
    * JWH Global Trust, IDS Managed Futures, L.P.
    * IDS Managed Futures II, L.P.
    * IDS Managed Fund LLC
    * Refco Advantage Multi-Manager Fund Futures Series I
    * Refco Winton Diversified Futures Fund
    * Interacciones Casa de Bolsa C.A.
    * Winchester Preservation LLC
    * Reserve Invest (Cyprus) Ltd.
    * Global Management Worldwide Limited and affiliates
    * VR Global Partners, L.P.
    * Paton Holdings Ltd.
    * VR Capital Group Ltd.
    * VR Argentina Recovery Fund Ltd.
    * Russia Growth Fund Ltd.
    * Aldesa Valores Puesto de Bolsa, Sa
    * Popular Valores Puesto de Bolsa, S.A.
    * Bank of America, N.A., as Administrative Agent
    * Banesco International de Puerto Rico
    * Banesco Banco Universal C.A.
    * Panama Branch; Banesco Holding C.A.
    * Banesco Banco Universal C.A.
    * Banesco, Banco International (Panama) S.A.
    * Miura Financial Services
    * Multiplicas Casa de Bolsa
    * Bencorp Casa de Bolsa C.A.
    * Clau Corporation Overseas LTD.
    * NBK Investments LTD
    * Almiron Finance Corp.
    * AFC Almiron
    * Dufil Investments S.A.
    * Bencorp Custody I
    * Total Bank Curacao N.V.
    * Total Bank N.V.
    * Fondo Comun Casa de Bolsa C.A.
    * La Primera Casa de Bolsa
    * La Primera C.B.
    * SBP Alternative Investments Fund
    * SBP Investments/Trading
    * SBP - Custody I
    * SBP Investments/Alternative
    * Markwood Investments
    * Union Holding Company
    * Gorey Finance, Inc.
    * Dover Commodities Corp.
    * Global Partners Emerging Markets S.A.
    * Acurob Investments AG
    * Capital Investment Services, Inc.
    * Enrico Priotti
    * Luca Desidero
    * Icis Trading Inc.
    * Carlos Alberto Nagel Markovic
    * Mistyrise International Ltd.
    * Inverunion S.A. Casa de Bolsa
    * Carlos Sevilleja
    * Cosmorex Ltd.
    * Creative Finance Limited
    * Invesdex Ltd (ICL)
    * Renaissance Advisory Services Limited
    * Banvalor Banco de Inversion
    * Capital Management Select Fund Ltd.
    * Acies Asset Management
    * KPC Corporation
    * the Official Committee of Unsecured Creditors
    * BAWAG P.S.K. Bank fur Arbeit und Wirschaft und
      Osterreichische Postsparkasse Aktiengesellschaft

In separate pleadings, Stilton, et al., point out that the
Debtors fail to articulate any legitimate business rationale,
other than boilerplate assertions, supporting the need for
continuing their cash management system, and how it is beneficial
to the Debtor whose property is being swept.

Stilton, et al., want the Court ensure that their assets and
property that are held by the Debtors:

    (i) are not used as part of the cash management system,

   (ii) are not are not used to fund the operations of other
        entities, or

  (iii) are not otherwise used, transferred, disposed or
        dissipated by any of the Debtor entities.

Stilton, et al., assert that the Debtors' ability to transfer
funds to non-Debtor entities beyond the Court's control could
injure all creditors.  "The Debtors' cash management plan has no
safeguards for ensuring that funds will not be spent outside of
the ordinary course of business, and it does not prevent the
Debtors from investing funds in Non-Debtor affiliates in a manner
that violates Section 345 of the Bankruptcy Code."

If the Court approves the Debtors' request, Bank of America says,
the Order should provide for:

    -- appropriate limitations on amounts that will be advanced to
       entities where assurance of repayment may be questionable;

    -- appropriate notice and an opportunity for significant
       creditor representatives to object before the limitations
       on advances to any entity may be exceeded.

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: 72 Parties Oppose Continuing Intercompany Transactions
-----------------------------------------------------------------
Before the Petition Date, Refco Inc., and its debtor-affiliates
and certain non-Debtor affiliates engaged in intercompany
financial transactions with each other in the ordinary course of
their businesses.  Richard B. Levin, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, relates that those
transactions are recorded by each entity as an intercompany
obligation.

Accordingly, the Debtors ask the Honorable Robert D. Drain of U.S.
Bankruptcy Court for the Southern District of New York for
permission to continue the Intercompany Transactions postpetition.

The Debtors believe that the continuation of intercompany
services is beneficial to their estates and creditors and that
corresponding transfers among the appropriate intercompany
accounts should be permitted.

The Debtors also intend to preserve and exercise intercompany
setoff rights pursuant to Section 553(a) of the Bankruptcy Code.

Due to the nature of the Intercompany Transactions, balances due
and owing may exist from one Debtor to another at any given time.
Those balances represent extensions of intercompany credit, Mr.
Levin explains.

Mr. Levin notes that to ensure that each individual Debtor will
not, at its creditors' expense, fund the operations of another
entity, the Debtors will continue to maintain records of those
transfers, including records of all current intercompany accounts
receivable and payable.

The Debtors further ask Judge Drain to accord all postpetition
Intercompany Transactions superpriority status, with priority
over any and all administrative expenses of the kind specified in
Sections 503(b) and 507(b) of the Bankruptcy Code, subject and
subordinate only to the priorities, liens, claims, and security
interests, if any, granted under any debtor-in-possession
financing facility to which the Debtors may become party and
other valid liens.

Moreover, Refco Capital LLC has entered into separate Paying
Agent Agreements with certain Debtor and non-Debtor affiliates.

Under the Agent Agreement, Refco Capital will have the ability,
but not the obligation, to continue to pay the obligations of the
Debtor and non-Debtor Affiliates, for which Refco Capital will
receive cash, or other assurance of payment on review, on account
of the entity for whom payment is being made.  Refco Capital will
act as agent and will hold its affiliates' money in trust.

The Debtors ask Judge Drain to approve the Agent Agreement.

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

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

            Objections of 72 Parties-In-Interest

In separate pleadings, at least 72 parties-in-interest, mostly
customers and creditors of the Debtors, complain that:

    -- the Debtors fail to provide sufficient disclosure regarding
       Intercompany Transfers;

    -- the Debtors fail to disclose necessary information
       regarding proposed Intercompany Setoffs;

    -- the Debtors have not given a sufficient justification to
       allow the intercompany transactions;

    -- the Debtors fail to provide sufficient disclosure or
       support for the granting of superpriority status; and

    -- the Debtors fail to provide sufficient information
       regarding the proposed paying agent agreements.

The Objecting Parties also assert that the Paying Agent Agreement
should not be approved because it authorizes Refco Capital LLC to
make payments on behalf of its affiliates even when the
affiliates have not deposited the necessary amounts into Refco
Capital's account.

The Objecting Parties contend that Intercompany Transfers between
and among Debtor and non-debtor affiliates should be prohibited
until allegations that the Debtors may be liquidating and
transferring among debtor and non-debtor affiliates assets which
may constitute "customer property" are resolved.

Moreover, Lending Debtors should be granted liens in the assets
of Borrowing Debtor and non-debtor affiliates, the Objecting
Parties state.

The Objecting Parties are:

    * Stilton International Holdings Limited
    * Rogers Raw Materials Fund, L.P.
    * Rogers International Raw Materials Fund, L.P.
    * Turisol Casa de Cambio, C.A.
    * AQR Absolute Return Master Account L.P.
    * AQR Global Asset Allocation Master Account L.P.
    * Premier Bank International N.V.
    * Rietumu Bank and RB Securities Limited
    * JWH Global Trust, IDS Managed Futures, L.P.
    * IDS Managed Futures II, L.P.
    * IDS Managed Fund LLC
    * Refco Advantage Multi-Manager Fund Futures Series I
    * Refco Winton Diversified Futures Fund
    * Interacciones Casa de Bolsa C.A.
    * Winchester Preservation LLC
    * Reserve Invest (Cyprus) Ltd.
    * Global Management Worldwide Limited and affiliates
    * VR Global Partners, L.P.
    * Paton Holdings Ltd.
    * VR Capital Group Ltd.
    * VR Argentina Recovery Fund Ltd.
    * Russia Growth Fund Ltd.
    * Aldesa Valores Puesto de Bolsa, Sa
    * Popular Valores Puesto de Bolsa, S.A.
    * Bank of America, N.A., as Administrative Agent
    * Banesco International de Puerto Rico
    * Banesco Banco Universal C.A.
    * Panama Branch; Banesco Holding C.A.
    * Banesco Banco Universal C.A.
    * Banesco, Banco International (Panama) S.A.
    * Miura Financial Services
    * Multiplicas Casa de Bolsa
    * Bencorp Casa de Bolsa C.A.
    * Clau Corporation Overseas LTD.
    * NBK Investments LTD
    * Almiron Finance Corp.
    * AFC Almiron
    * Dufil Investments S.A.
    * Bencorp Custody I
    * Total Bank Curacao N.V.
    * Total Bank N.V.
    * Fondo Comun Casa de Bolsa C.A.
    * La Primera Casa de Bolsa
    * La Primera C.B.
    * SBP Alternative Investments Fund
    * SBP Investments/Trading
    * SBP - Custody I
    * SBP Investments/Alternative
    * Markwood Investments
    * Union Holding Company
    * Gorey Finance, Inc.
    * Dover Commodities Corp.
    * Global Partners Emerging Markets S.A.
    * Acurob Investments AG
    * Capital Investment Services, Inc.
    * Enrico Priotti
    * Luca Desidero
    * Icis Trading Inc.
    * Carlos Alberto Nagel Markovic
    * Mistyrise International Ltd.
    * Inverunion S.A. Casa de Bolsa
    * Carlos Sevilleja
    * Cosmorex Ltd.
    * Creative Finance Limited
    * Invesdex Ltd (ICL)
    * Renaissance Advisory Services Limited
    * Banvalor Banco de Inversion
    * Capital Management Select Fund Ltd.
    * Acies Asset Management
    * KPC Corporation
    * the Official Committee of Unsecured Creditors
    * BAWAG P.S.K. Bank fur Arbeit und Wirschaft und
      Osterreichische Postsparkasse Aktiengesellschaft

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: To Sell Retail FX Assets to Forex Capital Markets
------------------------------------------------------------
Refco, Inc. (OTC: RFXCQ) reported, on Nov. 11, 2005, that it has
signed a Memorandum of Understanding with Forex Capital Markets
LLC, a Futures Commission Merchant registered with the Commodity
Futures Trading Commission and a member of the National Futures
Association, to sell certain of its retail FX assets.  The MOU
provides for:

    * The sale of more than 15,000 retail client accounts of Refco
      FX Associates LLC (RefcoFX.com); and

    * The 35% share of Forex Capital Markets LLC currently owned
      by Refco.

The transaction, which is valued at more than $110 million,
includes cash, the assumption of certain customer account
liabilities and forgiveness of certain debt.

Under the terms of the MOU, RefcoFX.com clients may continue
trading in their accounts without disruption, and - upon the
consummation of a transaction -- all retail customer positions and
orders traded on RefcoFX.com will be transferred intact.

The MOU is subject to definitive documentation and approval by the
U. S. Bankruptcy Court after an auction under which competing bids
can be considered. Bids must provide for all retail customer
positions and orders traded on RefcoFX.com to be transferred
intact.  As part of the MOU, FXCM has agreed to provide
confidential materials, including all documents, agreements and
financials relating to its relationship with Refco to qualified
interested parties who sign a Non-Disclosure Agreement.

                          FXCM Comments

In a separate news release, Forex Capital Markets LLC also
reported about the signing of the Memorandum of Understanding with
units of Refco, Inc.  The announcement was made on Nov. 11, 2005,
by Drew Niv, CEO of Forex Capital Markets.

"Both purchases are subject to the approval of the U.S Bankruptcy
Court, which is currently overseeing Refco's chapter 11 cases,"
said Mr. Niv.

At the moment, the RefcoFX clients are not permitted to withdraw
funds in their trading accounts.

"A purchase will liberate their customers from the bankruptcy
proceedings, and give them full access to their funds," said Mr.
Niv.

"Upon completion of this purchase, RefcoFX account holders will be
able to withdraw their funds, deposit them, trade with them - in
short, carry out all normal account procedures."

"FXCM is protecting the reputation of the online foreign exchange
industry by demonstrating that there are strong, responsible forex
firms able to stabilize the industry in difficult times. We
believe that our efforts to make these customers whole underlines
that commitment," said Mr. Niv.

"This transaction is subject to the approval of the bankruptcy
court, after an open bidding process whereby other potential
buyers may also compete with FXCM for these assets but will also
be required to protect retail customer accounts. The MOU contains
a schedule that could result in a closing of a transaction within
thirty days. Then all of RefcoFX retail clients' funds currently
tied up in the bankruptcy proceedings would be available to them,"
said Mr. Niv.

                 About Forex Capital Markets LLC

Forex Capital Markets LLC provides currency trading services to
retail traders under the name FXCM -- http://www.fxcm.com/-- and
to institutional clients under name FXCM Pro --
http://www.fxcmpro.com/

The firm has serviced over 50,000 accounts and is registered with
the CFTC as a Futures Commission Merchant.  FXCM has received
numerous awards from the investment community, including Best
Currency Broker from Shares, Best Retail Foreign Exchange Platform
from FX Week and Best Foreign Exchange Specialist from Technical
Analysis of Stocks & Commodities.  In addition to currency
trading, FXCM offers educational courses on forex trading, and
provides research through DailyFX.com.  FXCM will soon provide
managed account programs for clients seeking investment
diversification.

                       About Refco Inc

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.


REGENCY GAS: Weak Profile Spurs S&P to Affirm B+ Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Regency Gas Services LLC.

At the same time, Standard & Poor's affirmed its 'B+' secured bank
loan rating and '3' recovery rating on the company's $170 million
first lien revolving credit facility and $310 million first lien
term loan.  The 'B+' rating and '3' recovery score indicate the
expectation for meaningful recovery of principal in the event of
payment default.  The outlook is stable.

"Regency's weak business risk profile reflects its brief operating
history, small asset base, exposure to commodity price risk, and
competitive position," said Standard & Poor's credit analyst Plana
Lee.

Formed in 2003, the company's operating history is brief.  Its
asset base is small, currently consisting of five gas-gathering
systems, one major transmission system, and five cryogenic
processing plants, which were acquired from El Paso Field Services
in 2003 and Duke Energy Field Services in 2004.

A portion of Regency's contract mix includes keep-whole contracts,
which expose the company to commodity price risk.  Although these
contracts are modified to contain conditioning floors and fee
provisions, they remain more vulnerable to the spread between
natural gas and natural gas liquids prices than fee-based cash
flows.  Regency's competitive position also lags behind those of
its larger, better-capitalized midstream peers.

These risks are somewhat mitigated by:

     * long-lived, predictable reserves and increased drilling
       activity in Regency's operating regions, supported by the
       currently favorable pricing environment,

     * geographic diversity, and management is working to improve
       its contract mix, and

     * a hedging program designed to hedge 85% of expected
       exposure to NGL prices in 2006 and 75% in 2007.  The hedges
       consist of ethane, propane, butane, and natural gasoline
       swaps.

The company's North Louisiana expansion, where one-half of the
capacity is currently contracted, should increase fee-based
margins to 46% from 18%, which Standard & Poor's views as positive
for credit quality.  The expansion is expected to be in service by
year-end 2005.  Furthermore, recent hurricanes have not caused
delays in the company's construction schedule.


RENT-A-CENTER: Weak Operating Trends Prompt S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Plano,
Texas-based Rent-A-Center Inc. to negative from stable.  Ratings
on the company, including the 'BB+' corporate credit rating, were
affirmed.  Total debt outstanding as of Sept. 30, 2005 was
$707 million.

The outlook revision is based on weak operating trends over the
past 18 months, as EBITDA declined to $341 million from
$425 million and leverage increased, with lease-adjusted total
debt to EBITDA at 3.0x, versus 2.2x.

"The company's customer continues to be negatively affected by
higher energy prices, resulting in declining same-store sales,"
said Standard & Poor's credit analyst Robert Lichtenstein.
"Although Rent-A-Center's credit measures are still adequate for
the rating category, they are well below previous strong levels."

The ratings reflect:

     * the challenges of improving operations of a mature store
       base, and

     * the vulnerability of its customer to changes in disposable
       income.

These factors, however, are partially mitigated by the company's
leading market position in the industry and moderate leverage.


RIVIERA HOLDINGS: Strategic Plans Prompt S&P to Affirm B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
Riviera Holdings Corp.  At the same time, ratings were removed
from CreditWatch with developing implications where they were
initially placed on Feb. 16, 2005.  The outlook is stable.  Total
debt outstanding at Sept. 30, 2005, was about $215 million.

The CreditWatch resolution and affirmation follow the company's
announcement that it concluded the process to explore strategic
alternatives to maximize shareholder value.  The alternatives that
were explored included:

     * development of the Las Vegas property, refinancing, joint
       ventures, mergers, and

     * realizing the value of Riviera's stock through other means.

Las Vegas, Nevada-headquartered company owns and operates the
Riviera Hotel and Casino in Las Vegas and the Riviera Casino in
Black Hawk, Colorado.

Factors such as positive momentum in Las Vegas and a recently
completed neighboring expansion project in Black Hawk are expected
to continue to benefit Riviera's properties over the near term.
"Over the intermediate term, we expect competitive pressures to
increase in Black Hawk, which likely will affect the company's
property in this market," said Standard & Poor's credit analyst
Peggy Hwan.


RUFUS INC: Wants Until February 24 to Remove Civil Actions
----------------------------------------------------------
Rufus, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend until Feb. 24, 2006, the period within which it
can remove prepetition civil actions.

The extension period will give the Debtor more time to make fully
informed decisions concerning removal of each pending civil
action.  Furthermore, it will assure that the Debtor does not
forfeit valuable rights under Section 1452 of Bankruptcy Code.

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,
dog food, supplies and accessories.  The Debtor also operates a
chain of six retail stores in the Northeastern United States.  The
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its bankruptcy proceeding.  When the
Debtor filed for protection from its creditors, it listed
$1.8 million in total assets and $12.7 million in total debts.


SAINTS VINCENTS: Can Use CCC Cash Collateral Until November 18
--------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York extended Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates' authority
to use the Comprehensive Cancer Corporation's Cash Collateral
through and including Nov. 18, 2005.

The Court previously approved a stipulation allowing the Debtors
to use Comprehensive Cancer Corporation of New York's cash
collateral through Oct. 18, 2005.

The Stipulation is modified to reflect that the superpriority
administrative claim, granted to CCC as additional adequate
protection under Section 507(b) of the Bankruptcy Code, will not
attach to or be payable from any proceeds from causes of action
arising under Sections 544, 545, 547, 548, 549, 550 and 724 of the
Bankruptcy Code.  In addition, the Administrative Claim will be:

    -- junior to any claim allowed in favor of HFG Healthco-4 LLC
       under the DIP Loan;

    -- pari passu with any other super-priority administrative
       claim arising under Section 507(b); and

    -- subject to the Carve-out.

Judge Beatty clarifies that all other terms and conditions of the
Stipulation and Order remain in full force and effect.

             Debtors Request for Further Extension

On Nov. 3, 2005, the Debtors asked the Court for permission to
further use the CCC Cash Collateral until Jan. 20, 2006.

According to Frank A. Oswald, Esq., at Togut, Segal & Segal LLP,
in New York, the Debtors and the CCC are currently negotiating the
terms of the extension.

                   Cash Collateral Dispute

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the CCC filed a preliminary objection to the $100 million
postpetition financing from HFG Healthco-4 LLC, arguing that the
Replacement Lien did not adequately protect them as a secured
creditor.

SVCMC and the CCC entered into negotiations, which culminated in a
short-term agreement providing that:

   -- CCC is granted the Replacement Lien for the period from
      July 5, 2005, to September 7, 2005;

   -- Pending a further hearing on the CCC Objection, SVCMC will
      pay $1.3 million as adequate protection to the CCC for the
      period from July 5, 2005, to July 31, 2005, retroactively,
      plus $650,000 on Aug. 15, 2005; and

   -- The adequate protection payments will be credited against
      the CCC's prepetition claim.

In a Court-approved stipulation, the Debtors agree to grant the
CCC:

   (a) Replacement Lien on all postpetition proceeds of the CCC
       Receivables, which is enforceable to the extent of any
       diminution in value of the CCC's interest in the CCC
       Receivables since the Petition Date;

   (b) a superpriority claim under Section 507(b) of the
       Bankruptcy Code to the extent that the Replacement Lien
       is inadequate;

   (c) an administrative claim pursuant to Section 503(b) for all
       services rendered by the CCC postpetition to SVCMC under
       the terms and conditions of the Services Agreement, which
       will not affect the non-recourse nature of the Services
       Agreement; and

   (d) a payment of $1 million to be credited as an advance
       against SVCMC's postpetition payment obligations to the
       CCC with respect to the Services Agreement.  The CCC will
       also receive $1.95 million as partial adequate protection
       payment.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Has Exclusive Right to File Plan Until March 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until March 2, 2006, the period within which Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates have the exclusive right to file a plan of
reorganization.  The Debtors also have until May 1, 2006, to
solicit acceptances of that Plan.

As reported in the Troubled Company Reporter on Oct. 19, 2005, the
Debtors told the Bankruptcy Court that the extension will permit
management to develop and implement a viable long-term business
plan and allow the Creditors' Committee and other parties-in-
interest to evaluate that plan.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, informed the Bankruptcy Court that the Official Committee of
Unsecured Creditors supports the extension of the Exclusive
Periods.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Court Allows Creation of New Subsidiary
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates' request for authority to incorporate a
wholly controlled, not-for-profit corporation that will accept
funds from the New York State Office of Mental Health pursuant to
Section 363(b) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 19, 2005, the
Debtors will use the funds from the OMH to fully finance the
purchase and renovation of a property located at 78 Fort Place, in
Staten Island, New York.  The property will be used as a community
residence facility.

The OMH provided the funds to acquire the five Community Residence
Facilities that SVCMC owns.  SVCMC provides the staff and support
services to each of the Community Residence Facilities under a
contract with the OMH, pursuant to which the OMH reimburses SVCMC
for all costs and expenses associated with operating the Community
Residence Facilities.

SVCMC has been operating Community Residence Facilities under
these arrangements with the OMH since 1978.

                    The Fort Place Property

The Fort Place Property has 42,211 square feet of space and is
currently occupied by a religious order.  SVCMC proposes to
develop 59 units, including several shared apartments, in the
Community Residence Facility at the Fort Place Property.  The
units will be efficiency-type apartments with separate kitchens
and baths.

The OMH approved $11.1 million for the purchase and renovation of
the Fort Place Property and all other costs relating to the
property until it is ready for operations in two years.

The funding is sufficient to cover the entire cost of purchasing
and renovating the Fort Place Property, but is conditioned on
SVCMC finalizing the purchase of that property, Mr. Troop notes.
SVCMC intends to use the Affiliate to conclude the transactions.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SMURFIT-STONE: Business Plan Prompts S&P to Keep Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its 'B+' long-term corporate credit rating on
containerboard manufacturer, Smurfit-Stone Container Corp. remain
on CreditWatch with negative implications following the company's
announcement of strategic initiatives.  The ratings were placed on
CreditWatch on Aug. 16, 2005.

Debt, including off-balance-sheet lease and accounts receivable
financing and debt-like pension and other postretirement
obligations, was $6 billion at Sept. 30, 2005.

Smurfit-Stone announced these strategic initiatives:

     -- Reduce annual costs by $600 million;

     -- Close up to 20% of its corrugated container facilities and
        transfer production to larger plants;

     -- Generate annual incremental revenue of $650 million;

     -- Realign the organizational structure;

     -- Invest about $400 million in capital to implement the
        strategies; and

     -- Potentially sell all or part of its consumer packaging
        segment.

"We plan a full review of Smurfit-Stone within the next few weeks
to assess the likely impact of these sweeping initiatives on the
company's business and financial profiles," said Standard & Poor's
credit analyst Pamela Rice, "given our concerns about the industry
as a whole, the meaningful spending that will be necessary to
carry out the initiatives, the potential for debt reduction from
asset sales, and the risks of operational inefficiencies and
customer turnover that could result from executing such a
broad agenda of change."

The company has also indicated that it will incur $130 million of
cash costs to carry out these initiatives.


SPECTRUM BRANDS: Earnings Guidance Prompts S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on battery
manufacturer Spectrum Brands Inc., including its 'B+' corporate
credit rating, on CreditWatch with negative implications.  About
$2.3 billion of debt is affected by this action.

The CreditWatch listing follows the company's announcement that it
has further revised its earnings guidance downward for fiscal
2006.  The Atlanta, Georgia-based company had previously lowered
earnings guidance for fiscal 2006 on Sept. 7, 2005.

"Factors that continue to affect the company's operations include
a weak battery category segment in Europe and North America, and
increasing commodity and transportation costs," said Standard &
Poor's credit analyst Patrick Jeffrey.

Standard & Poor's will meet with management to assess the
company's operating trends to determine their effect on the
existing ratings.  Areas of focus will include:

    * future trends in the company's battery business segment,

    * the continuing impact of higher commodity and transportation
      costs,

    * Spectrum's ability to continue to generate significant free
      cash flow to help reduce leverage, and

    * liquidity given tight financial covenants under the bank
      agreement.

It is unlikely that the ratings would be lowered more than one
notch from this review.


TELEPHONE & DATA: Restates Financials Due to Material Weakness
--------------------------------------------------------------
Telephone and Data Systems, Inc. (Amex: TDS; TDS.S) reported that
it will restate its financial results for:

    * the first quarter of 2005;
    * the second quarter of 2005;
    * the year ended Dec. 31, 2004;
    * the year ended Dec. 31, 2003;
    * the year ended Dec. 31, 2002;
    * the year ended Dec. 31, 2001;
    * the year ended Dec. 31, 2000; and
    * each of the quarters of 2004 and 2003.

As a result, previously issued financial statements for these
periods should not be relied on.  The restatement is related to
the company's review of its accounting treatment for:

    (1) Universal Service Fund expense;

    (2) leases;

    (3) contract termination fees;

    (4) income tax accounting; and

    (5) other adjustments and accruals, including the recognition
        of income from certain investments accounted for under the
        equity method of accounting.

The company will file amended Forms 10-K and 10-Q as promptly as
possible, but those filings are not expected to be made until
mid-December 2005.

                        Material Weakness

The guidance set forth in Auditing Standard No. 2  of the Public
Company Accounting Oversight Board states that the restatement of
previously issued financial statements to reflect the correction
of a misstatement should be regarded as at least a significant
deficiency in, and is a strong indicator of a material weakness in
internal control over financial reporting.  In connection with the
expected filing of the amended 2004 Form 10-K, TDS has concluded
that a material weakness existed as of Dec. 31, 2004, which
precludes TDS from concluding that its internal control over
financial reporting was effective as of Dec. 31, 2004.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in a more than remote
likelihood that a material misstatement of the interim or annual
financial statements will not be detected.  Therefore, TDS's
Management Report on Internal Control Over Financial Reporting,
which was contained in Item 9A of the Form 10-K as of and for the
year ended Dec. 31, 2004, and which stated that the TDS's internal
control over financial reporting was effective as of Dec. 31,
2004, can no longer be relied on and will be restated in
connection with the filing of the amended Form 10K.

In the amended Form 10-K:

    (i) TDS management will conclude that as of Dec. 31, 2004, TDS
        did not maintain effective controls over the financial
        reporting process due to an insufficient number of
        qualified personnel with the required proficiency to apply
        the company's accounting policies in accordance with U.S.
        GAAP and

   (ii) TDS expects that PricewaterhouseCoopers LLP, TDS's
        independent public accounting firm, will reissue its
        report stating that TDS did not maintain effective
        internal control over financial reporting as of Dec. 31,
        2004.

TDS is reviewing the impact of these items as part of an overall
assessment.  As a result, the company believes it is possible that
additional material weaknesses in its internal control over
financial reporting may be identified and reported.

Since Dec. 31, 2004, the company has made several additions to
technical accounting and financial reporting personnel at TDS and
U.S. Cellular to increase expertise in these areas.  Further
actions are in process, including the recruiting of additional
personnel, providing additional training for the current
accounting staff, incorporating more detailed analytical review
processes and other actions.

While management believes it has made substantial progress on this
remediation, additional efforts will be required to fully
remediate the material weakness.  Management is continuing to
develop and implement its plan to remediate this issue.

It is necessary for TDS to finalize and complete the restatements
before TDS can file its Form 10-Q for the quarter ended Sept. 30,
2005, because financial information to be included in such Form
10-Q depends on the results of such restatements of prior periods.
Such Form 10-Q is due on Nov. 9, 2005, but can be extended to
Nov. 14, 2005.  It is not expected that the restatements will be
completed by the extended deadline of Nov. 14, 2005.  Accordingly,
TDS expects that its Form 10-Q for the quarter ended Sept. 30,
2005, will not be filed on a timely basis.  TDS expects to file
the restatements and the Form 10-Q as soon as possible, but such
filing is not expected to be made until mid-December 2005. TDS's
subsidiary, U.S. Cellular, will also restate financial statements
for the same periods as TDS and will not be able to file the Form
10-Q for the period ended Sept. 30, 2005 by the extended deadline
of Nov. 14, 2005. U.S. Cellular has issued a separate press
release relating to its restatement.

                        Technical Defaults

The restatements and the late filing of the Form 10-Q for the
quarter ended Sept. 30, 2005, will result in technical defaults
under the revolving credit agreement between TDS and certain
lenders, under a revolving credit agreement between U.S. Cellular
and certain lenders and under certain forward contracts between
subsidiaries of TDS and a counterparty.  Neither TDS nor U.S.
Cellular has failed to make or expects to fail to make any
scheduled payment of principal or interest under such revolving
credit agreements or forward contracts.  TDS and U.S. Cellular
have communicated with the agents for the lenders and the
counterparty to obtain waivers from the lenders and the
counterparty under such agreements.  TDS and U.S. Cellular believe
that the lenders and the counterparty will agree to waive any
defaults that may occur as a result of the restatements and the
late filing of the Form 10-Q.  However, those actions cannot be
assured.

In addition, the late filing of the Form 10-Q results in non-
compliance under certain debt indentures.  However, this non-
compliance will not result in events of default unless and until
written notice thereof is delivered by the trustee or sufficient
holders of debt and, in any event, those events of default would
be cured if TDS and U.S. Cellular file their Forms 10-Q for the
quarter ended Sept. 30, 2005, within 90 days of any such notice.
As a result, TDS and U.S. Cellular believe that they will be able
to file the Forms 10-Q in sufficient time to avoid any event of
default maturing into a default under any indenture.  Neither TDS
nor U.S. Cellular has failed to make or expects to fail to make
any scheduled payment of principal or interest under those
indentures.

                        AMEX Notification

TDS has notified the American Stock Exchange of the restatements
and the expected delay in its filing of the Form 10-Q for the
quarter ended Sept. 30, 2005.  TDS expects to receive a notice of
failure to satisfy listing requirements from the American Stock
Exchange following the delay in filing.  TDS will disclose any
such notice and the contents of such notice promptly.  In that
event, TDS expects to restore compliance with those listing
requirements when it files the restated financial statements and
the Form 10-Q for the quarter ended Sept. 30, 2005.

Telephone and Data Systems, Inc., a FORTUNE 500 company, is a
diversified telecommunications corporation founded in 1969.
Through its strategic business units, U.S. Cellular and TDS
Telecom, TDS operates primarily by providing wireless, local
telephone and broadband services.  TDS builds value for its
shareholders by providing excellent communications services in
growing, closely related segments of the telecommunications
industry.  As of Sept. 30, 2005, the company employed 11,700
people and served 6.5 million customers/units in 36 states.


TRANSPORTATION LOCATORS: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------------
Debtor: Transportation Locators, LLC
        8513 South Airport Way
        Hangar A18
        Tulsa, Oklahoma 74132

Bankruptcy Case No.: 05-30001

Type of Business: The Debtor is an aircraft broker.

Chapter 11 Petition Date: October 25, 2005

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Lawrence Johnson, Esq.
                  Law Office of Lawrence Johnson
                  2535 East 21st Street
                  Tulsa, Oklahoma 74114-1705
                  Tel: (918) 743-0459
                  Fax: (918) 744-6686

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Premium Financing Specialists, Inc.               $5,135
Box 35408
Tulsa, OK 74153

Rich & Cartmill                                   $1,038
2738 East 51st, Suite 400
Tulsa, OK 74105


TXU CORP: $2.05 Billion Sec. Notes Now Unsec. After Lien Release
----------------------------------------------------------------
TXU Corp. subsidiary, TXU Electric Delivery Company, got back its
first mortgage bonds from The Bank of New York after it invoked
the fall-away provision under the 2002 Senior Secured Notes
Indenture.

Under the Indenture, The Bank of New York, as the Indenture
Trustee, may terminate the lien on the Notes if the outstanding
debt owed under the Notes is below 5% of the Company's assets or
capitalization at Oct. 25, 2005.

The Company currently has outstanding $2.05 billion in aggregate
principal amount of its notes under the Indenture.

In effect, all of the outstanding series of Senior Secured Notes
became unsecured obligations of the Company ranking equally with
all of the Company's other unsecured obligations.

TXU Corp. -- http://www.txucorp.com/-- a Dallas-based energy
company, manages a portfolio of competitive and regulated energy
businesses in North America, primarily in Texas.  In TXU Corp.'s
unregulated business, TXU Energy provides electricity and related
services to 2.5 million competitive electricity customers in
Texas, more customers than any other retail electric provider in
the state.  TXU Power has over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear and 5,837 MW of lignite/coal-
fired generation capacity.  The company is also one of the largest
purchasers of wind-generated electricity in Texas and North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery, complements the
competitive operations, using asset management skills developed
over more than one hundred years, to provide reliable electricity
delivery to consumers.  TXU Electric Delivery operates the largest
distribution and transmission system in Texas, providing power to
more than 2.9 million electric delivery points over more than
99,000 miles of distribution and 14,000 miles of transmission
lines.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
TXU Corp. securities rated by Fitch Ratings remain unchanged
following the announcement that TXU reached a comprehensive
settlement agreement resolving potential claims relating to TXU
Europe.  The ratings are:

   -- Senior unsecured 'BBB-';
   -- Preferred stock 'BB+';
   -- Commercial paper 'F3'.


UAL CORP: Can Assume Modified PMCC Aircraft Financing Pact
----------------------------------------------------------
On Jan. 30, 2003, UAL Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Northern District of Illinois
for permission to modify several aircraft financings.  The Court
granted the request on Feb. 7, 2003.

The modified aircraft financings included agreements between
United Air Lines, Inc., UAL Corporation, General Foods Credit
Corporation, Philip Morris Capital Corporation and State Street
Bank and Trust Company.  The Agents for the modified aircraft
financings were U.S. Bank, Wilmington Trust Company and General
Foods Credit Investors No. 3 Corp.

The modified aircraft financings relate to 18 Boeing 757-222
aircraft bearing Tail Nos.:

        -- N551UA       -- N552UA
        -- N553UA       -- N554UA
        -- N555UA       -- N556UA
        -- N557UA       -- N558UA
        -- N559UA       -- N560UA
        -- N561UA       -- N562UA
        -- N563UA       -- N564UA
        -- N565UA       -- N566UA
        -- N513UA       -- N523UA

The Debtors seek the Court's authority to assume the modified
aircraft financing with the PMCC Holders.

Micah E. Marcus, Esq., at Kirkland & Ellis, in Chicago, Illinois,
relates that the modified aircraft financings:

   (1) allow the Debtors to retain the 18 PMCC Aircraft at
       attractive rates with the potential for rejection; and

   (2) reduce the Debtors' financing costs for the PMCC Aircraft
       by around $3,000,000 a year per aircraft.

In exchange, the Debtors must assume the modified aircraft
financings by October 31, 2005.  Mr. Marcus notes that if the
modified aircraft financings are not assumed by that date, the
amended terms will terminate and will revert to the terms in
effect prior to modification.  This would prevent the Debtors
from realizing substantially improved terms and possibly losing
control of the PMCC Aircraft altogether.

Mr. Marcus asserts that the Court should allow the Debtors to
assume the modified aircraft financings.  The Debtors have
delayed making a decision on the PMCC Aircraft for some time.
The PMCC Aircraft are critical to the Debtors' business and
ability to meet the projections of the exit business plan.

                      PMCC Holders Object

David S. Curry, Esq., at Mayer, Brown, Rowe & Maw, in Chicago,
Illinois, notes that the Debtors imply that no defaults exist
under the modified aircraft financings.  The Debtors intend to
inappropriately cut off the PMCC Holders' rights to any unknown
defaults that may exist.

The 18 aircraft lease financings are "extraordinarily complex
transactions each comprising numerous agreements," says
Mr. Curry.  The PMCC Holders acknowledge they have been paid
basic rent.  However, the PMCC Holders cannot be certain that no
defaults exist.

Mr. Curry contends that any order approving assumption should
preserve the PMCC Holders' contractual rights with respect to
subsequently discovered defaults.

Wilmington Trust Company, as the Owner Trustee of four of the 18
PMCC Aircraft, and U.S. Bank, as Indenture Trustee and Owner
Trustee of 16 of the 18 PMCC Aircraft, support the objection
filed by the PMCC Holders.

                        Debtors Respond

Micah E. Marcus, Esq., at Kirkland & Ellis, points out that the
PMCC Holders do not object to the assumption of the modified
aircraft financings.  Furthermore, the additional language
requested by the PMCC Holders is neither appropriate nor
necessary.

Mr. Marcus asserts that the Court should grant the Debtors'
request without the reservation of rights requested by the PMCC
Holders because the Debtors are current on rent.  The PMCC
Holders do not allege any defaults that would require cure by the
Debtors.  Therefore, the PMCC Holders failed to meet their burden
to support their request for reservation of rights.  The PMCC
Holders must assert any defaults now.

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


UAL CORP: Gets Court Nod to Reject One Boeing Aircraft Lease
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to
reject the lease for a Boeing 737-322 aircraft -- Tail No. N343UA
-- and engines, as of Oct. 21, 2005.  Upon written request of the
Controlling Party, the Debtors will provide a bill of sale or
lease termination statement to file with the Federal Aviation
Administration, at the expense of the Controlling Party.

The Debtors entered into the Lease as part of a leveraged lease,
whereby an Owner Trust holds title to, and leases the aircraft and
engines to, the Debtors for Equity Participants.  An Indenture
Trustee holds a security interest in the Lease, the aircraft, and
the engines for various lending parties to secure their debt.

David A. Agay, Esq., at Kirkland & Ellis, in Chicago, llinois,
explains that the rejection of the aircraft lease is a component
of the settlement with Vx Capital Partners LLC.  The Debtors are
restructuring and marking to market its aircraft financings to
reflect current market rates.  The Debtors are shrinking the fleet
to match capacity with demand and are pursuing a strategy to focus
on international routes.

In light of the settlement with Vx Capital, rejection of the
aircraft lease is in the Debtors' best interests, Mr. Agay tells
the Court.

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


UNUMPROVIDENT FINANCE: Moody's Rates $400 Mil. Debentures at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 senior unsecured debt
rating, with negative outlook, to UnumProvident Finance Company
PLC's US$400 million issue of ten year 6.85% senior debentures.
The issuer is a wholly-owned U.K. subsidiary of UnumProvident
Corporation (NYSE: UNM) and the senior debentures carry full and
unconditional guarantees by UNM and Unum European Holding Company
Limited (UNM European HC), the holding company for UnumProvident's
U.K. life insurance operations.

The rating agency also affirmed UNM's credit ratings, including
its senior debt at Ba1 and insurance financial strength ratings at
Baa1 for its U. S. life insurance affiliates.  The outlook on UNM
and its affiliates is negative.

Moody's said that its Ba1 rating for the UNM Finance debt issuance
represents credit transference by UNM's full and unconditional
guarantee for principal and interest, which ranks pari passu with
UNM's other senior unsecured debt obligations.  The rating agency
noted that it expects that interest payments would be serviced by
UNM Finance and that UNM would hedge the dollar-denominated
interest payments against future foreign exchange movements
between the dollar and the British pound.

According to the rating agency, UNM Finance's issuance is part of
UNM's plan to repatriate up to US$450 million from its UK
operations in accordance with the terms of the Homeland Investment
Act (HIA.)  The repatriation plan benefits UNM, as the HIA
provides that 85% of qualifying cash dividends distributed by
foreign subsidiaries are excluded from US federal taxes.  Moody's
said that proceeds from the repatriation will be used to pay
domestic, non-executive compensation, consistent with the intent
of the legislation.

Moody's noted that amounts that the company would have otherwise
used for compensation expense will be applied to debt repayment in
the US through UNM's participation in the February 2006
remarketing of its $575 million of hybrid securities-related debt
in an amount equal to the UNM Finance issuance.  Because of the
time lag between the UK debt issuance and the hybrid securities
remarketing, UNM's reported financial leverage will rise over
year-end.

However, Moody's said that it views the UK debt issuance as a
credit neutral event.  Because the proceeds will be invested in
highly liquid, high-grade, short-term securities between the time
of issuance and remarketing of the hybrid securities, the rating
agency said that it will analytically adjust year-end 2005
financial leverage for the UK debt issuance.

Moody's said that UNM's ratings are based on the company's leading
market share in the group long-term and individual disability
markets and that the ratings also reflect:

   * the company's access to a huge claims data-base;
   * focus on claims management and return-to-work programs;
   * its position in the group life market; and
   * a solid presence in the growing worksite marketing area.

However, the rating agency noted that these strengths are tempered
by:

   * UNM's concentration of earnings in the group and individual
     disability businesses;

   * strong competition in the group disability and group life
     markets; and

   * the group's relatively high financial leverage and
     constrained fixed charge coverage.

Despite the positive impact of capital raising initiatives, which
resulted in a reduction in inter-company loans and improved risk-
adjusted capitalization at its life subsidiaries, the rating
agency remains concerned about the financial flexibility of the
company.  Moody's continues to believe that there is substantial
execution risk associated with the company's strategic plan to
restore profitability to its core U.S. group long-term disability
business.

The rating agency is concerned that if UNM experiences
difficulties in retaining distribution and maintaining persistency
within targeted levels, the company could experience pressure on
its expense structure.  Claim trends have resulted in weak
statutory operating earnings in recent years (although improved in
2004 and 2005), and volatile earnings present challenges to
longer-term statutory planning and the ability of the operating
companies' to send dividends to the holding company to service
interest and common stock dividend payments, according to the
rating agency.

UnumProvident Corporation is headquartered in Chattanooga,
Tennessee.  At September 30, 2005, UnumProvident had total assets
of $51.1 billion and total shareholders' equity of $7.2 billion.


U.S. CELLULAR: Financials Restatement May Cue Technical Default
---------------------------------------------------------------
United States Cellular Corporation (Amex: USM) reported that it
will restate its financial results for the:

    * first quarter of 2005;
    * second quarter of 2005;
    * year ended Dec. 2004;
    * year ended Dec. 2003;
    * year ended Dec. 2002;
    * year ended Dec. 2001; and
    * year ended Dec. 2000;

As a result, previously issued financial statements for these
periods should not be relied on.  The restatement is related to
the company's review of its accounting treatment for:

    (1) Universal Service Fund expense;

    (2) leases;

    (3) contract termination fees;

    (4) income tax accounting; and

    (5) other adjustments and accruals, including the recognition
        of income from certain investments accounted for under the
        equity method of accounting.

The company will file amended Forms 10-K and 10-Q as promptly as
possible, but such filings are not expected to be made until mid-
December 2005.

                        Material Weakness

The guidance set forth in Auditing Standard No. 2 of the Public
Company Accounting Oversight Board states that the restatement of
previously issued financial statements to reflect the correction
of a misstatement should be regarded as at least a significant
deficiency in, and is a strong indicator of a material weakness in
internal control over financial reporting.  In connection with the
expected filing of the amended 2004 Form 10-K, U.S. Cellular has
concluded that a material weakness existed as of Dec. 31, 2004,
which precludes U.S. Cellular from concluding that its internal
control over financial reporting was effective as of Dec. 31,
2004.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in a more than remote
likelihood that a material misstatement of the interim or annual
financial statements will not be detected.  Therefore, U.S.
Cellular's Management Report on Internal Control Over Financial
Reporting, which was contained in Item 9A of the Form 10-K as of
and for the year ended Dec. 31, 2004 and which stated that U.S.
Cellular's internal control over financial reporting was effective
as of Dec. 31, 2004, can no longer be relied on and will be
restated in connection with the filing of the amended Form 10-K.

In such amended Form 10-K:

    (i) U.S. Cellular management will conclude that as of Dec. 31,
        2004 U.S. Cellular did not maintain effective controls
        over the financial reporting process due to an
        insufficient number of qualified personnel with the
        required proficiency to apply the company's accounting
        policies in accordance with U.S. GAAP and

   (ii) U.S. Cellular expects that PricewaterhouseCoopers LLP,
        U.S. Cellular's independent public accounting firm, will
        reissue its report stating that U.S. Cellular did not
        maintain effective internal control over financial
        reporting as of Dec. 31, 2004.

U.S. Cellular is reviewing the impact of these items as part of an
overall assessment.  As a result, the company believes it is
possible that additional material weaknesses in its internal
control over financial reporting may be identified and reported.

Since Dec. 31, 2004, the company has made several additions to
technical accounting and financial reporting personnel to increase
its expertise in these areas.  Further actions are in process,
including the recruiting of additional personnel, providing
additional training for the current accounting staff,
incorporating more detailed analytical review processes and other
actions.

While management believes it has made substantial progress on this
remediation, additional efforts will be required to fully
remediate the material weakness.  Management is continuing to
develop and implement its plan to remediate this issue.

It is necessary for U.S. Cellular to finalize and complete the
restatements before U.S. Cellular can file its Form 10-Q for the
quarter ended Sept. 30, 2005 because financial information to be
included in such Form 10-Q depends on the results of such
restatements of prior periods.  Such Form 10-Q is due on Nov. 9,
2005, but can be extended to Nov. 14, 2005. It is not expected
that the restatements will be completed by the extended deadline
of Nov. 14, 2005.  Accordingly, U.S. Cellular expects that its
Form 10-Q for the quarter ended Sept. 30, 2005 will not be filed
on a timely basis. U.S. Cellular expects to file the restatements
and the Form 10-Q as soon as possible, but such filing is not
expected to be made until mid-December 2005.

                        Technical Default

The restatements and the late filing of the Form 10-Q for the
quarter ended Sept. 30, 2005 will result in technical defaults
under the revolving credit agreement between U.S. Cellular and
certain lenders and under certain forward contracts between
subsidiaries of U.S. Cellular and a counterparty.  U.S. Cellular
has not failed to make nor does it expect to fail to make any
scheduled payment of principal or interest under such revolving
credit agreements or forward contracts.  U.S. Cellular has
communicated with the agents for the lenders and the counterparty
to obtain waivers from the lenders and the counterparty under such
agreements.  U.S. Cellular believes that the lenders and the
counterparty will agree to waive any defaults that may occur as a
result of the restatements and the late filing of the Form 10-Q.
However, such actions cannot be assured.

In addition, the late filing of the Form 10-Q results in non-
compliance under certain debt indentures.  However, this non-
compliance will not result in events of default unless and until
written notice thereof is delivered by the trustee or sufficient
holders of debt and, in any event, such events of default would be
cured if U.S. Cellular files its Form 10-Q for the quarter ended
Sept. 30, 2005 within 90 days of any such notice.  As a result,
U.S. Cellular believes that it will be able to file the Form 10-Q
in sufficient time to avoid any event of default maturing into a
default under any indenture. U.S. Cellular has not failed to make
nor does it expect to fail to make any scheduled payment of
principal or interest under such indentures.

                        AMEX Notification

U.S. Cellular has notified the American Stock Exchange of the
restatements and the expected delay in its filing of the Form 10-Q
for the quarter ended Sept. 30, 2005. U.S. Cellular expects to
receive a notice of failure to satisfy listing requirements from
the American Stock Exchange following such delay in filing. U.S.
Cellular will disclose any such notice and the contents of such
notice promptly.  In such event, U.S. Cellular expects to restore
compliance with such listing requirements when it files the
restated financial statements for the periods noted herein and the
Form 10-Q for the quarter ended Sept. 30, 2005.

As of Sept. 30, U.S. Cellular Corporation --
http://www.uscellular.com/-- the nation's sixth largest wireless
service carrier, provided wireless service to 5.3 million
customers in 25 states.  The Chicago-based company operates on a
customer satisfaction strategy, meeting customer needs by
providing a comprehensive range of wireless products and services,
superior customer support and a high-quality network.


VALENTINE PAPER: Meriturn Partners to Acquire LaSalle Bank Loan
---------------------------------------------------------------
Meriturn Partners, LLC, through an affiliate, reported an
agreement on Nov. 10, 2005, to acquire LaSalle Bank's Loan to
Valentine Paper, Inc.  Valentine is operating as a debtor-in-
possession since it filed for bankruptcy on June 6, 2005.

Meriturn intends to increase the amount of the DIP facility so the
company can operate and provide its customers with the service
they are entitled to expect.  Concurrent to Meriturn's note
purchase, Dunn Paper, Inc., a portfolio company of Meriturn,
signed an asset purchase agreement to buy substantially all of the
assets of Valentine and has been named as the 'Stalking Horse'
acquirer under the Section 363 bankruptcy sales process.

Meriturn's Partner, Lee Hansen, commented: "Valentine's management
team has done an excellent job maintaining the business under
difficult conditions.  However, it has become clear the company
needs increased funding to meet its customers' expectations.  By
acquiring LaSalle's note, Meriturn can make sure Valentine has
sufficient funding to complete its sale process as a going
concern."

Brent Earnshaw, President & CEO of Dunn Paper, said: "Dunn's
pending purchase of Valentine represents a unique strategic
opportunity to continue to build a unique and diversified
portfolio of specialty paper products.  The management team at
Valentine brings extraordinary paper-making experience and we are
excited to work with them to restore the trust of Valentine's
existing customers and to grow their business by leveraging Dunn's
customer relationships.  We will capitalize the acquisition
through increased investment by Meriturn in order to remain a well
capitalized company."

                      About Dunn Paper Inc.

Dunn Paper, Inc. -- http://www.dunnpaper.com/-- is a premier
manufacturer of specialty papers serving flexible packaging
companies, labelers, foodservice companies, and bag manufacturers.
The company is a leading North American producer of specialty C1S
(coated-one- side) and uncoated MG (machine-glazed) papers.
Founded in 1924, the company was subsequently purchased by Dunn's
management and Meriturn in 2003.  The company is headquartered at
218 Riverview Street, Port Huron, Michigan.

                 About Meriturn Partners LLC

Meriturn Partners, LLC -- http://www.meriturn.com/-- invests in
corporate restructurings and turnarounds where our capital and
financial restructuring and operational initiatives can improve
the balance of revenue growth and profitability. We target control
investments in companies operating in basic industries
(manufacturing, services, and distribution) with revenue of $20-
250 million and based in the U.S. and Canada.  Meriturn currently
owns 4 companies with annual revenue of over $230 million and 750
employees.  Founded in 2001, Meriturn has offices in San
Francisco, California and Raleigh, North Carolina.

                About Valentine Paper Inc.

Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets from $1 million to $10 million and
debts from $10 million to $50 million.


VALLEY HEALTH: Improved Operating Income Cues S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
stable from negative on Valley Health System, California's debt,
reflecting improved operating income and increasing liquidity.
Additionally, Standard & Poor's affirmed its 'B+' standard
long-term rating on Valley's $41.8 million 1996 series A hospital
revenue bonds.

"Valley has struggled to return to operating profitability and has
experienced operating losses over the past eight years.  However,
Valley has shown improved liquidity and a reduction of operating
losses over the past two years," Standard & Poor's credit analyst
James Cortez said.  "In order to maintain the stable outlook,
Valley will need to continue to experience improved operating
income, which will allow the organization to begin addressing
deferred capital needs and maintain adequate levels of liquidity
reserves."

"While no definitive plans have been made in relation to Valley's
seismic spending needs, it appears unlikely that Valley will be
able to address the seismic compliance legislation currently
mandated by 2013 without outside support," he added.  "Valley's
future strategy regarding the seismic needs will be monitored over
the next one to two years and could have future ratings
implications."

Other factors affecting the rating include:

     * Valley's strained balance sheet,

     * its increasing utilization trends tempered by a payor mix
       dominated by government payors, and

     * a sizable amount of self-pay patients that has resulted in
       an increasing annual bad debt expense.

Valley Health System operates three acute care hospitals located
about 100 miles southeast of Los Angeles: the flagship, Hemet
Valley, with 252 available beds; Menifee Valley, with 84 beds; and
Moreno Valley, with 101 beds.


VALLEY MEDIA: Hit Entertainment Agrees to Reduce Claim
------------------------------------------------------
Hit Entertainment (USA), Inc., aka Lyrick Studios, Inc., has
agreed to a substantial reduction of its prepetition claim in
settlement of the avoidance action suit commenced by Valley Media,
Inc.

Accordingly, Al Krichhein, the Liquidating Trustee appointed
pursuant to Valley Media's confirmed Liquidating Plan, asks the
U.S. Bankruptcy Court for the District of Delaware to approve the
settlement.

                        Avoidance Action

On Aug. 6, 2002, Valley Media filed a complaint to avoid
preferential transfers and to recover property against Hit
Entertainment.

The Debtor sought to recover approximately $1,106,580 in transfers
made to Hit Entertainment within 90 days prior to the Debtor's
bankruptcy filing on Nov. 20, 2001.  Hit Media had asserted
various defenses in response to the complaint.

                           Settlement

After extensive negotiations, the parties agreed that Hit
Entertainment's $2,164,844 prepetition claim against the Estate
will be reduced to $1,092,422 effective upon the Liquidating
Trustee's receipt of a $10,000 settlement amount.  Upon payment of
the settlement amount, the avoidance action suit will be dismissed
with prejudice.

A copy of the settlement agreement is available for a fee at:
http://www.researcharchives.com/bin/download?id=051111022907

Headquartered in Woodland, California, Valley Media, Inc.
-- http://www.valleymedia.com/-- was a full-line distributor of
music and video entertainment products.  The Company filed for
chapter 11 protection on November 20, 2001 (Bankr. D. Del. Case
No. 01-11353).  Robert J. Dehney, Esq., and Michael G. Busenkell,
Esq., at Morris, Nichols, Arsht & Tunnell represent the Debtor.
When the Debtor sought protection from its creditors, it listed
$241,547,000 in total assets and $259,206,000 in total debts.
Judge Walsh entered an order confirming Valley Media's Liquidating
Plan on May 6, 2005.  A summary of that plan appeared in the
Troubled Company Reporter on Mar. 29, 2005, and Feb. 22, 2005.


VILLAS AT HACIENDA: Western Plains Wants Claims Bar Date Set
------------------------------------------------------------
Western Plains Development Corp., a creditor of Villas at Hacienda
del Sol, Inc., asks the U.S. Bankruptcy Court for the District of
Arizona to establish a deadline for creditors to file proofs of
claim against the Debtor.

Western Plains assert that a claims bar date would be helpful in
the administration of the Debtor's chapter 11 case, including
consideration of a plan of reorganization.

No party-in-interest has filed a disclosure statement to date.
The Debtor tells the Court that it intends to file a plan of
reorganization sometime after the Court resolves its objection to
a request for payment filed by Lenox Mortgage VI LLC.

The Court will convene a hearing at 9:00 a.m. on Nov. 17, 2005, to
consider Western Plains' request.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it estimated assets and liabilities ranging
from $10 million to $50 million.


WADENA HOUSING: Decline in Debt Coverage Cues S&P to Cut Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Wadena
Housing and Redevelopment Authority, Minnesota's $2 million
multifamily housing revenue bonds series 1993 to 'BB' from 'A-'.
The outlook is stable.

The downgrade reflects a decline in debt service coverage over the
past several years, debt service reserve fund funded at six
months' maximum annual debt service, rents currently at 136% of
fair market rents limiting the ability of the project to receive
rental increases, and the deterioration of the loan-to-value ratio
to 85.77%.

The bonds are secured by a Section 8 subsidized mortgage loan,
which is coterminous with bond maturity in 2019.

The latest audited financial statements for the fiscal year ended
June 2004 indicate that the performance of the project declined
slightly from the prior year, with debt service coverage of 1.12x
MADS.  As per unaudited financial statements for fiscal 2005, it
is expected that debt service coverage will decline to 1.01x MADS.

Average rental income for the project for fiscal 2003-2004
remained stable at $549 per unit per month.  The project has not
received rental increases since 1995.  The rents at the property
are currently 136% above fair market rents.  Projects with rents
above HUD's fair market rents are highly susceptible to rent
freeze.

The expense ratio for fiscal 2003-2004 is at 43.2%, slightly
higher than 40.9% for fiscal 2002-2003.  As per the year-to-date
financial statements the expense ratio is at 47.3%.  Annual
expenses per unit for fiscal 2003-2004 are at $3,068, slightly
higher than $2,882 for fiscal 2002-2003 while the year-to-date
financial statements put annual expense per unit at $3,258.  The
slight increase in expenses in 2003-2004 was primarily due to a
37% increase in administration expenses, which is approximately
45% of total expenses, and a 6% increase in utility expenses,
which is approximately 22% of total expenses.

Debt per unit was $34,661 as of June 30, 2004, and $33,136 as of
Oct. 7, 2005.

Average physical occupancy continues to remain strong at the
property with a rate of 100% for fiscal 2003-2004.  As per the
project manager report, occupancy at the property in August 2005
was also at 100%.


WELLS FARGO: Fitch Junks Ratings on Class B-5 Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on these Wells Fargo
Alternative Loan Trust Issues:

   Series 2002-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'A';
     -- Class B-4 downgraded to 'BB-' from 'BB';
     -- Class B-5 downgraded to 'CCC' from 'B'.

   Series 2003-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 downgraded to 'BB-' from 'BB';
     -- Class B-5 downgraded to 'CCC' from 'B'.

The mortgage loans consist of 15- and 30-year fixed-rate mortgages
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the October 2005 distribution date,
the transactions are seasoned 38 months and 26 months,
respectively, and the pool factors are approximately 12% and 54%,
respectively.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$149.5 million of outstanding certificates.

The downgrades on the B-4 and B-5 certificates of the 2002-1
transaction reflect deterioration between credit enhancement and
expected losses and affect approximately $1.7 million in
outstanding certificates.  Given approximately $3.4 million in
nonperforming loans, Fitch does not feel that the protection
offered by the subordination of the nonrated B-6 bond is adequate
to prevent a writedown of the B-5 certificate from occurring.

Fitch also believes that future losses may exceed the amount of
protection offered by the subordination of the B-5 bond, putting
the B-4 in danger of principal losses.

The downgrades on the B-4 and B-5 certificates of the 2003-1
transaction reflect deterioration between credit enhancement and
expected losses and affect approximately $2 million in outstanding
certificates.  Given approximately $3.8 million in outstanding
delinquencies, Fitch does not feel that the protection offered by
the subordination of the nonrated B-6 bond is adequate to prevent
a writedown of the B-5 certificate from occurring.

Fitch also believes that future losses may exceed the amount of
protection offered by the subordination of the B-5 bond, putting
the B-4 in danger of principal losses.

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


WESTON NURSERIES: Taps Riemer & Braunstein as Bankruptcy Counsel
----------------------------------------------------------------
Weston Nurseries, Inc., asks the U.S. Bankruptcy Court for the
District of Massachusetts for permission to employ Riemer &
Braunstein LLP as its general bankruptcy counsel.

The Debtor explains that it hired Riemer & Braunstein as its
bankruptcy counsel because of the Firm's extensive experience and
expertise in bankruptcy law.

Riemer & Braunstein will advise and represent the Debtor in all
aspects of its bankruptcy proceeding and provide all other legal
services that are necessary and appropriate in its chapter 11
case.

Alan L. Braunstein, Esq., a member of Riemer & Braunstein, reports
that his Firm received a $70,000 retainer.

The Debtor has agreed to pay Riemer & Braunstein the usual hourly
rates for its professionals that will render services to the
Debtor.

Riemer & Braunstein had not yet submitted the hourly rates of its
professionals performing services to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its
bankruptcy counsel.

Riemer & Braunstein assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


WESTON NURSERIES: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 1 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
Weston Nurseries, Inc.'s chapter 11 case:

     1. Chesapeake Nurseries, Inc.
        Attn: Christopher Rogers
        7 Populatic Street
        Medway, Massachusetts 02053
        Tel: 508-254-8428, Fax: 508-533-2422

     2. Birnbaum & Godkin, LLP
        Attn: Scott Birnbaum, Esq.
        280 Summer Street
        Boston, Massachusetts 02210
        Tel: 617-307-6100, Fax: 617-307-6101

     3. Quansett Nurseries, Inc.
        Attn: Fred Dabney
        794 Horseneck Road
        South Dartmouth, Massachusetts 02740
        Tel: 508-636-6931, Fax: 508-636-8752

     4. Hopewell Nursery
        Attn: Richard Miller
        100 William Street
        Uxbridge, Massachusetts 1569
        Tel: 856-297-3407, Fax: 508-266-2045

     5. Commerce Corporation
        Attn: Julie Teal
        7603 Energy Parkway
        Balto, Maryland 21226
        Tel: 410-360-6613, Fax: 410-360-6002

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

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP 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.


WHEREHOUSE ENTERTAINMENT: Wants Until Nov. 30 to Object to Claims
-----------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Nov. 30, 2005, the period within which they can object to
claims filed against their estates.

The Debtors tell the Bankruptcy Court that an extension will give
them sufficient time to complete the evaluation of all outstanding
claims.  The Debtors report that they have filed nine omnibus
claims objections seeking to reduce and allow or expunge
administrative, secured and priority claims.

In addition, the Debtors say they have reached a consensual
resolution regarding the amount and priority of numerous claims to
which they had objected.

Headquartered in Torrance, California, Wherehouse Entertainment,
Inc., sells prerecorded music, videocassettes, DVDs, video games,
personal electronics, blank audio cassettes and videocassettes,
and accessories.  The Company and its debtor-affiliates filed for
chapter 11 protection on January 20, 2003, (Bankr. Del. Case No.
03-10224).  Mark D. Collins, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WINN-DIXIE: Delays Filing of FY 2006 First Quarter Financials
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Bennett L. Nussbaum, senior vice president and chief
financial officer of Winn-Dixie Stores, Inc., disclosed that the
Company had been unable to complete all work necessary to timely
file its first quarterly report on Form 10-Q for the fiscal year
2006, without unreasonable effort or expense.

Mr. Nussbaum relates that the delay is due to:

   -- the Chapter 11 filing and the additional and critical
      demands that the filing has placed on the time and
      attention of Winn-Dixie's senior management;

   -- the significant time and attention devoted to the
      Restructuring Plan;

   -- the delay in completion of the internal control assessment
      for fiscal year 2005;

   -- the delay in completion of the Company's annual financial
      statements for fiscal year 2005; and

   -- additional effort involved in the large number of store
      sales and closures.

The Company anticipates significant changes in the results of
operations for the first quarter of fiscal 2006 from the
corresponding period of fiscal year 2005.  According to Mr.
Nussbaum, Winn-Dixie expects the results to be impacted by four
items:

   -- Lease termination and severance charges related to store,
      warehouse and manufacturing plant closures.

   -- Reclassification of previous year results of operations to
      Discontinued Operations for stores closed as part of the
      Restructure Plan.

   -- Gain/loss on disposition of property and equipment,
      including pharmacy prescription files.

   -- Reversal of LIFO reserves due to significant inventory
      liquidations.

"Because we have been unable to complete all work necessary with
respect to the Form 10-Q, we are not able to reasonably estimate
these items at this time," Mr. Nussbaum says.

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


WINN-DIXIE: Sets November 30 as Special Claims Bar Date
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates advise the U.S.
Bankruptcy Court for the Middle District of Florida that Nov. 30,
2005, 5:00 p.m. EST, has been established as a special bar date
within which these parties are required to file proofs of claim:

   (a) parties who were listed in the Second Amended Schedules of
       Assets and Liabilities and Schedule of Executory Contracts
       and Unexpired Leases, filed by Winn-Dixie Stores, Inc., on
       November 3, 2005;

   (b) parties who were mailed the initial bar date notice but as
       to which a re-mailing is necessary; and

   (c) certain subsequently identified potential claimants who
       were not identified in time to receive notice of the
       original bar date established in these cases.

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


WINN-DIXIE: November 23 is Florida Tax Collectors' New Bar Date
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 19, 2005, the U.S. Bankruptcy Court for the Middle District
of Florida extended the Florida Tax Collectors' deadline for
filing ad valorem real property and tangible personal property tax
claims against Winn-Dixie Stores, Inc., and its debtor-affiliates
to Nov. 7, 2005.

At the Florida Tax Collectors' request, the Court further extends
the Bar Date to Nov. 23, 2005, solely as to the Florida Tax
Collectors' claims on account of the 2005 ad valorem taxes.

Brian T. Fitzgerald, Esq., relates that the offices of several
Florida Tax Collectors in South Florida have been seriously
affected by Hurricane Wilma.  As a result, various Florida Tax
Collectors having a significant number of ad valorem tax claims
are unable to generate and finalize their 2005 ad valorem tax
bills on time.

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


* S&P Cuts Ratings on Gulf Coast Issuers to Low-B
-------------------------------------------------
Standard & Poor's Ratings Services has lowered the ratings on a
number of Gulf Coast issuers that were placed on CreditWatch with
negative implications following Hurricane Katrina.

Most of the downgrades are into the 'B' category, which reflects
speculative credit characteristics.

When Hurricane Katrina struck the Gulf Coast, Standard & Poor's
placed several state and local government ratings on CreditWatch
with negative implications.  The basis for the action at that time
was:

     * the event itself, and

     * the lack of critical information necessary to assess how
       the storm would affect credit.

With this article's rating actions, these ratings are being
removed from CreditWatch.

It is now apparent that the rated credits in the New Orleans area
will have to cope with not only the immediate property damage but
also a significant displacement of residents in the region,
causing a far-reaching, but still unknown, effect on the regional
economy and local government revenue bases.  While people are
returning and limited governmental services are being provided,
S&P recognizes that full economic recovery, however that might be
defined, will take years.

To provide a more accurate assessment of current credit quality,
and recognizing that redevelopment will occur at various speeds,
S&P has taken a number of actions to bring ratings to the
appropriate categories.  In most cases, the rating outlook has
been determined to be "developing," which indicates the rating
might be raised or lowered within six months to two years.  The
pace of redevelopment, as seen in economic activity and the rate
of repopulation, will be critical to the revenue stream pledged to
the bonds, which could provide upward or downward pressure on the
rating.  The level of state and federal support for operations and
capital infrastructure could also have a substantial effect on
credit quality in upcoming years.  Once pledged revenues are
measurable, the potential to better match that with annual debt
service through a restructuring could also stabilize or improve
credit quality.

A rating in the 'B' category means an obligation is vulnerable to
nonpayment but that the obligor currently has the capacity to meet
its financial commitment on its obligations.  Adverse business,
financial, or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on its
obligation.  Given the severe economic dislocation and the
uncertainty over restoration of viable, sustainable economic and
revenue performance, there is no question that long-term credit
fundamentals are now lacking in these issues.

To 'B' from 'BBB+', outlook now developing:

     -- New Orleans, Louisiana's general obligation debt.

To 'B-' from 'BBB', outlook now developing:

     -- New Orleans' limited-tax debt, and
     -- New Orleans' pension debt.

To 'B' from 'A', outlook now developing:

     -- New Orleans Sewerage & Water Board's water debt and sewer
        debt,

     -- New Orleans Exhibition Hall Authority's debt,

     -- Louisiana Stadium & Exposition District's debt, and

     -- St. Bernard Parish's debt.

To 'B' from 'A-', outlook now developing:

     -- Plaquemines Parish's sales tax debt.

To 'SP-3' from 'SP-1+':

     -- New Orleans Sewerage & Water Board's sewer bond
        anticipation notes.

To 'B' from 'BBB+', outlook now developing:

     -- Orleans Parish Law Enforcement District's debt.

To 'B-' from 'BBB-', outlook now developing:

     -- Plaquemines Parish Law Enforcement District's debt.

To 'BB' from 'BBB+', outlook now developing:

     -- St. Bernard Parish School Board's debt, reflecting the
        board's property tax pledge and its ability to collect
        taxes from the functioning refineries and industrial
        payors.

              Some Credits Remain Investment-Grade

Mississippi Gulf Coast communities have also been severely
affected.  The rating on Biloxi, Mississippi's general obligation
debt outstanding has been lowered to 'BBB' from 'A', which means
it remains investment-grade.  The outlook is developing.  By
permitting land-based casinos, the special state legislative
session in October has encouraged aggressive rebuilding in Biloxi;
one casino hopes to reopen before the end of the year and the rest
plan to reopen during 2006.  Significant operating challenges,
however, exist with management expecting to collect just 60% of
budgeted property tax collections for fiscal 2006; there is also
widespread damage to structures throughout the city.

The rating on Biloxi's limited-tax debt outstanding has been
lowered to 'BBB-' from 'A-'.  The outlook is developing.

The rating on Jefferson Parish, Louisiana's East Bank Hotel
revenue bonds outstanding has been lowered to 'BBB-' from 'BBB'.
The outlook is stable.  The hotels in the defined area are
essentially undamaged; given the demand for rooms in the area,
these hotels will be fully occupied during the recovery.  With the
recent decision to require Federal Emergency Management Agency
workers to pay hotel taxes, it is likely that revenues will flow
but that coverage will likely be lower.

The ratings on Louisiana and Mississippi remain on CreditWatch
with negative implications where they were placed on Aug. 29.  The
information provided at the state level has been adequate to
maintain the states' ratings, but economic performance and revenue
trends will remain difficult to track for the balance of 2005.  In
addition, the Louisiana Legislature is in the middle of a special
session that will last until Nov. 22, 2005.  S&P will formally
review both states before the end of November.


* BOND PRICING: For the week of Nov. 7 - Nov. 11, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Abc Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     3
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    64
Adelphia Comm.                         7.875%  05/01/09    62
Adelphia Comm.                         8.125%  07/15/03    66
Adelphia Comm.                         8.375%  02/01/08    63
Adelphia Comm.                         9.250%  10/01/02    62
Adelphia Comm.                         9.500%  02/15/04    66
Adelphia Comm.                         9.875%  03/01/05    63
Adelphia Comm.                         9.875%  03/01/07    61
Adelphia Comm.                        10.250%  11/01/06    60
Adelphia Comm.                        10.250%  06/15/11    67
Adelphia Comm.                        10.500%  10/01/10    63
Adelphia Comm.                        10.875%  10/01/10    63
AHI-DFLT 07/05                         8.625%  10/01/07    56
Aladdin Gaming                        13.500%  03/01/10     0
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    23
Allegiance Tel.                       12.875%  05/15/08    25
Amer & Forgn PWR                       5.000%  03/01/30    69
Amer Plumbing                         11.625%  10/15/08    15
American Airline                       7.377%  05/23/19    67
American Airline                       7.379%  05/23/16    67
American Airline                       8.390%  01/02/17    74
American Airline                       8.800%  09/16/15    65
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                      10.180%  01/02/13    67
American Airline                      10.190%  05/26/16    73
American Airline                      10.850%  03/15/09    65
Ames True Temper                      10.000%  07/15/12    73
AMR Corp.                              9.000%  09/15/16    71
AMR Corp.                              9.200%  01/30/12    71
AMR Corp.                              9.750%  08/15/21    60
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    55
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    56
AMR Corp.                             10.200%  03/15/20    62
AMR Corp.                             10.400%  03/10/11    67
AMR Corp.                             10.450%  03/10/11    68
AMR Corp.                             10.550%  03/12/21    63
Anchor Glass                          11.000%  02/15/13    62
Antigenics                             5.250%  02/01/25    45
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     5
Armstrong World                        6.350%  08/15/03    72
Armstrong World                        6.500%  08/15/05    72
Armstrong World                        7.450%  05/15/29    72
Armstrong World                        9.000%  06/15/04    73
Amtran Inc.                            9.625%  12/15/05     4
Asarco Inc.                            7.875%  04/15/13    59
Asarco Inc.                            8.500%  05/01/25    51
ATA Holdings                          12.125%  06/15/10     2
ATA Holdings                          13.000%  02/01/09     5
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     4
Autocam Corp.                         10.875%  06/15/14    63
Bank New England                       8.750%  04/01/99     7
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    57
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    61
Calpine Corp.                          4.750%  11/15/23    42
Calpine Corp.                          7.750%  04/15/09    44
Calpine Corp.                          7.875%  04/01/08    50
Calpine Corp.                          8.500%  07/15/10    69
Calpine Corp.                          8.500%  02/15/11    43
Calpine Corp.                          8.625%  08/15/10    45
Calpine Corp.                          8.750%  07/15/07    58
Calpine Corp.                          8.750%  07/15/13    69
Calpine Corp.                          9.875%  12/01/11    70
CD Radio Inc.                          8.750%  09/29/09     0
Cell Therapeutic                       5.750%  06/15/08    68
Cell Therapeutic                       5.750%  06/15/08    51
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    63
Charter Comm Hld                      11.125%  01/15/11    66
CIH                                   10.000%  05/15/14    65
Ciphergen                              4.500%  09/01/08    75
Clark Material                        10.750%  11/15/06     0
Collins & Aikman                      10.750%  12/31/11    49
Comcast Corp.                          2.000%  10/15/29    38
Constar Intl                          11.000%  12/01/12    67
Cons Container                        10.125%  07/15/09    66
Cooper Standard                        8.375%  12/15/14    71
Covad Communication                    3.000%  03/15/24    57
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    25
Curagen Corp.                          4.000%  02/15/11    69
Curagen Corp.                          4.000%  02/15/11    73
Curative Health                       10.750%  05/01/11    71
DAL-DFLT09/05                          9.000%  05/15/16    20
Dana Corp                              5.850%  01/15/15    72
Dana Corp                              7.000%  03/15/28    72
Dana Corp                              7.000%  03/01/29    72
Dayton Superior                       13.000%  06/15/09    67
Decrane Aircraft                      12.000%  09/30/08    50
Delco Remy Intl                        9.375%  04/15/12    38
Delco Remy Intl                       11.000%  05/01/09    46
Delta Air Lines                        2.875%  02/18/24    17
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    61
Delta Air Lines                        7.700%  12/15/05    17
Delta Air Lines                        7.779%  01/02/12    70
Delta Air Lines                        7.900%  12/15/09    20
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.187%  10/11/17    60
Delta Air Lines                        8.270%  09/23/07    45
Delta Air Lines                        8.300%  12/15/29    17
Delta Air Lines                        8.540%  01/02/07    22
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    18
Delta Air Lines                        9.375%  09/11/07    61
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    17
Delta Air Lines                        9.875%  04/30/08    63
Delta Air Lines                       10.000%  08/15/08    19
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/10    44
Delta Air Lines                       10.000%  06/01/10    61
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    53
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.140%  08/14/11    59
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    18
Delta Air Lines                       10.375%  12/15/22    18
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.500%  04/30/16    58
Delta Air Lines                       10.790%  09/26/13    41
Delta Air Lines                       10.790%  03/26/14    20
Delta Air Lines                       10.790%  03/26/14    41
Delta Air Lines                       10.790%  03/26/14    31
Delphi Auto Syst                       6.500%  05/01/09    62
Delphi Auto Syst                       7.125%  05/01/29    62
Delphi Corp                            6.500%  08/15/13    62
Delphi Trust II                        6.197%  11/15/33    28
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    70
Dura Operating                         9.000%  05/01/09    54
DVI Inc.                               9.875%  02/01/04    10
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    64
E. Spire Comm Inc.                    13.000%  11/01/05     0
Exodus Comm. Inc.                     10.750%  12/15/09     0
Falcon Products                       11.375%  06/15/09     2
Fedders North AM                       9.875%  03/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    35
Federal-Mogul Co.                      7.500%  01/15/09    34
Federal-Mogul Co.                      8.160%  03/03/03    32
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.370%  11/15/01    32
Federal-Mogul Co.                      8.800%  04/15/07    34
Finova Group                           7.500%  11/15/09    37
FMXIQ-DFLT09/05                       13.500%  08/15/05     3
Foamex L.P.-DFLT                       9.875%  06/15/07     7
Foamex L.P./C-DFT                     10.750%  04/01/09    73
Ford Motor Co.                         6.500%  08/01/18    70
Ford Motor Co.                         7.400%  11/01/46    66
Ford Motor Co.                         7.500%  08/01/26    69
Ford Motor Co.                         7.700%  05/15/97    67
Ford Motor Co.                         7.750%  06/15/43    61
Ford Motor Cred                        5.600%  09/20/11    74
Ford Motor Cred                        5.650%  01/21/14    73
Ford Motor Cred                        5.750%  01/20/14    75
Ford Motor Cred                        5.750%  02/20/14    73
Ford Motor Cred                        5.900%  02/20/14    74
Ford Motor Cred                        6.000%  03/20/14    71
Ford Motor Cred                        6.000%  03/20/14    74
Ford Motor Cred                        6.000%  03/20/14    74
Ford Motor Cred                        6.000%  11/20/14    73
Ford Motor Cred                        6.000%  11/20/14    73
Ford Motor Cred                        6.000%  01/20/15    73
Ford Motor Cred                        6.000%  02/20/15    73
Ford Motor Cred                        6.050%  12/22/14    74
Ford Motor Cred                        6.050%  12/22/14    71
Ford Motor Cred                        6.150%  12/22/14    70
Ford Motor Cred                        6.150%  01/20/15    70
Ford Motor Cred                        6.200%  03/20/15    73
Ford Motor Cred                        7.500%  08/20/32    67
Gateway Inc.                           1.500%  12/31/09    74
Gateway Inc.                           2.000%  12/31/11    72
General Motors                         7.400%  09/01/25    63
General Motors                         7.700%  04/15/16    70
General Motors                         8.100%  06/15/24    68
General Motors                         8.250%  07/15/23    71
General Motors                         8.375%  07/15/33    71
General Motors                         8.800%  03/01/21    72
General Motors                         9.400%  07/15/21    74
Gfsi Inc.                              9.625%  03/01/07    37
GMAC                                   5.250%  01/15/14    74
GMAC                                   5.350%  01/15/14    74
GMAC                                   5.900%  01/15/19    74
GMAC                                   5.900%  02/15/19    72
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  09/15/19    73
GMAC                                   6.150%  10/15/19    71
GMAC                                   6.200%  04/15/19    74
GMAC                                   6.250%  12/15/18    75
GMAC                                   6.250%  01/15/19    73
GMAC                                   6.250%  04/15/19    74
GMAC                                   6.250%  05/15/19    74
GMAC                                   6.300%  08/15/19    72
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.400%  11/15/19    74
GMAC                                   6.400%  11/15/19    74
GMAC                                   6.750%  03/15/20    74
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    71
Graftech Int'l                         1.625%  01/15/24    71
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    61
Home Prod Intl                         9.625%  05/15/08    74
Human Genome                           2.250%  08/15/12    73
Human Genome                           2.250%  08/15/12    74
Huntsman Packag                       13.000%  06/01/10    11
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  11/01/24    71
Inland Fiber                           9.625%  11/15/07    56
Integrat Elec SV                       9.375%  02/01/09    53
Integrat Elec SV                       9.375%  02/01/09    49
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    23
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    23
Iridium LLC/CAP                       14.000%  07/15/05    23
Isolagen Inc.                          3.500%  11/01/24    43
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kellstrom Inds                         5.500%  06/15/03     0
Kellstrom Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    61
Level 3 Comm. Inc.                     6.000%  09/15/09    60
Level 3 Comm. Inc.                     6.000%  03/15/10    58
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    59
Macsaver Financl                       7.400%  02/15/02     0
Macsaver Financl                       7.875%  08/01/03     0
Mcms Inc.                              9.750   03/01/08     0
Merisant Co                            9.500%  07/15/13    68
Metricom Inc.                         13.000%  02/15/10     0
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    62
Muzak LLC                              9.875%  03/15/09    50
New Orl Grt N RR                       5.000%  07/01/32    72
New World Pasta                        9.250%  02/15/09     5
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific RY                    3.000%  01/01/47    55
Northern Pacific RY                    3.000%  01/01/47    55
Northwest Airlines                     6.625%  05/15/23    33
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    64
Northwest Airlines                     7.625%  11/15/23    32
Northwest Airlines                     7.875%  03/15/08    32
Northwest Airlines                     8.070%  01/02/15    20
Northwest Airlines                     8.130%  02/01/14    23
Northwest Airlines                     8.304%  09/01/10    73
Northwest Airlines                     8.700%  03/15/07    34
Northwest Airlines                     8.875%  06/01/06    34
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    33
Northwest Airlines                    10.000%  02/01/09    32
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    60
NWA Trust                              9.360%  03/10/06    64
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09     5
O'Sullivan Ind.                       10.630%  10/01/08    62
Oscient Pharm                          3.500%  04/15/11    73
Osu-Dflt10/05                         13.375%  10/15/09     5
Owens-Crng Fiber                       8.875%  06/01/02    69
Overstock.com                          3.750%  12/01/11    70
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                      9.750%  12/01/06    25
Pegasus Satellite                     12.375%  08/01/06    23
Pegasus Satellite                     12.500%  08/01/07    25
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    65
Piedmont Aviat                         9.900%  11/08/06     0
Piedmont Aviat                        10.000%  11/08/12    11
Pixelworks Inc.                        1.750%  05/15/24    68
Pliant Corp.                          13.000%  06/01/10    22
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    71
Primedex Health                       11.500%  06/30/08    55
Primus Telecom                         3.750%  09/15/10    28
Primus Telecom                         5.750%  02/15/07    62
Primus Telecom                         8.000%  01/15/14    58
Primus Telecom                        12.750%  10/15/09    52
Psinet Inc.                           11.500%  11/01/08     0
Radnor Holdings                       11.000%  03/15/10    75
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    20
Reliance Group Holdings                9.000%  11/15/00    20
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    57
Silicon Graphics                       6.500%  06/01/09    68
Solectron Corp.                        0.500%  02/15/34    72
Solutia Inc.                           6.720%  10/15/37    70
Solutia Inc.                           7.375%  10/15/27    71
Tekni-Plex Inc.                       12.750%  06/15/10    54
Teligent Inc.                         11.500%  03/01/08     0
Toys R Us                              7.375%  10/15/18    68
Trans Mfg Oper                        11.250%  05/01/09    63
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/08     0
Triton Pcs Inc.                        8.750%  11/15/11    73
Triton Pcs Inc.                        9.375%  02/01/11    73
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    71
United Air Lines                       7.270%  01/30/13    46
United Air Lines                       7.371%  09/01/06    35
United Air Lines                       7.762%  10/01/05    44
United Air Lines                       8.030%  07/01/11    67
United Air Lines                       9.000%  12/15/03    13
United Air Lines                       9.020%  04/19/12    41
United Air Lines                       9.125%  01/15/12    16
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    62
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.020%  03/22/14    60
United Air Lines                      10.110%  01/05/06    51
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    16
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    57
US Air Inc.                           10.250%  01/15/49     4
US Air Inc.                           10.250%  01/15/49     4
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/49    28
US Air Inc.                           10.680%  06/27/08     2
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.700%  01/15/49    27
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
Venture Hldgs                          9.500%  07/01/05     0
Vesta Insur Grp                        8.750%  07/15/27    51
Vitesse Semicond                       1.500%  10/01/24    73
WCI Steel Inc.                        10.000%  12/01/04    49
Werner Holdings                       10.000%  11/15/07    42
Westpoint Steven                       7.875%  06/15/08     0
Westpoint Steven                       7.875%  06/15/05     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Winn-Dixie Store                       8.875%  04/01/08    69
Winstar Comm                          10.000%  03/15/08     0
Winstar Comm                          12.750%  04/15/10     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. 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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