TCR_Public/060123.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, January 23, 2006, Vol. 10, No. 19

                             Headlines

AES CORP: Files Restated Annual and Quarterly Financial Statements
AES CORP: Reports Profitable 2005 Second & Third Quarters
AIRWAY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
ALAN FRIEDBERG: Case Summary & 6 Largest Unsecured Creditors
ALLIED HOLDINGS: Banc of America Withdraws Move to Recover Eqpt.

ALLMERICA FINANCIAL: Sale to Goldman Cues Moody's to Lift Rating
AMERICAN WATER: Proposes to Settle Indebtedness With Laurus Master
AMH HOLDINGS: Poor Performance Cues S&P to Lower Ratings to B-
ASARCO LLC: Court Approves Stipulation With Coeur d'Alene Tribe
ASARCO LLC: Five Public Agencies Assign Rights to Deutsche Bank

ASARCO LLC: Wants to Purchase Mining Equipment from Pitney Bowes
ASSOCIATED MATERIALS: Moody's Junks $165 Million Notes' Rating
AURA SYSTEMS: Wants Until Feb. 24 to Make Lease-Related Decision
AURA SYSTEMS: Court Okays Extension of Claim Objection Deadline
BANCORPSOUTH BANK: Moody's Lowers Financial Strength Rating to C

BEKENTON USA: Court Okays Adorno & Yoss as New Bankruptcy Counsel
BEKENTON USA: Court Approves Kapila & Company as New Accountant
BOYD GAMING: Expects to Spend $4 Billion in Echelon Development
CAPITAL ONE: Earns $280.3 Million of Net Income in Fourth Quarter
CENDANT MORTGAGE: Fitch Affirms Low-B Ratings on 10 Cert. Classes

CENTER FOR PHYSICAL: Case Summary & 18 Largest Unsecured Creditors
CHASE MORTGAGE: Fitch Holds Low-B Ratings on Four 4 Loan Classes
COPANO ENERGY: S&P Rates $225 Million Senior Notes at B
CORRECTIONS CORP: Prices $150 Million of 6.75% Senior Notes
CORUS ENTERTAINMENT: Prices 8.75% Sr. Subordinated Notes Offering

CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes
CREDIT SUISSE: Moody's Junks Rating on $19 Mil. Class I Certs.
DELPHI CORP: Gets Court Approval to Renew ACE Insurance Agreements
DELPHI CORP: Appaloosa's Equity Panel Motion Draws More Objections
DRS TECHNOLOGIES: S&P Rates Proposed $325 Mil. Senior Notes at B+

EARLE M. JORGENSEN: Reliance Merger Cues S&P's Developing Watch
ECHOSTAR COMMS: Moody's Affirms Convertible Sub. Notes' B2 Rating
ECHOSTAR COMMS: Fitch Rates Proposed $1 Billion Sr. Notes at BB-
ECHOSTAR DBS: S&P Rates Proposed $1 Billion Senior Notes at BB-
ENDURANCE SPECIALTY: Promotes Susan Patschak as Operations Chief

EVANS SYSTEMS: Stephenson & Trlicek Raises Going Concern Doubt
FM LEVERAGED: Moody's Rates $12 Million Class E Rate Notes at Ba2
FORMICA BERMUDA: Moody's Rates $270 Million Debt Securities at B2
FREESCALE SEMICONDUCTOR: Earns $192 Million in Fourth Quarter 2005
GARDEN STATE: Wants Until April 5 to File Chapter 11 Plan

GARDENBURGER INC: Court Scraps Proposed Reclamation Procedures
GARDENBURGER INC: Secures Insurance Premium Financing from PFS
GMAC: GM's Planned Stake Sale Prompts Moody's to Hold Ba1 Rating
HALVORSEN BOAT: Case Summary & 20 Largest Unsecured Creditors
HAWS & TINGLE: Files Plan & Disclosure Statement in Texas

HOLLINGER INT'L: Completes $40.5M Sale of Stake in Canadian Units
HOLLINGER INT'L: Sells All Canadian Assets to Glacier for $104.4M
ISP CHEMCO: Moody's Rates Proposed $1.15 Billion Facilities at Ba3
J.P. MORGAN: Fitch Affirms Low-B Ratings on 22 Loan Classes
J.P. MORGAN: Moody's Lifts Ratings on Class J & K Certificates

J.P. MORGAN: Moody's Lifts $11MM Class L Certs.' Rating to Baa1
LEVEL 3: S&P's Rating on $691.8 Million Senior Notes Tumble to D
MAGRUDER COLOR: Wants to Reject Certain Contracts and Leases
MAXXIM MEDICAL: Makes 9% Initial Distribution to Unsec. Creditors
MCMORAN EXPLORATION: Dec. 31 Balance Sheet Upside-Down by $86MM

MUSICLAND HOLDING: Can Access Cash Collateral on Interim Basis
MUSICLAND HOLDING: Can Borrow Up to $60 Million of DIP Financing
MUSICLAND HOLDING: Gets Interim OK to Employ Kirkland as Counsel
NATIONAL GAS: Case Summary & 12 Largest Unsecured Creditors
NAVISTAR INT'L: Fitch Places Low-B Debt Ratings on Negative Watch

NOBEX CORP: Creditors Panel Wants to Hire Blank Rome as Counsel
NOBEX CORP: Panel Objects to Motion for Final Order on DIP Loan
NORTHWEST AIR: Loses $5 Million a Day Without Labor Concessions
O'SULLIVAN IND: Provides Additional Facts Regarding Amended Plan
O'SULLIVAN IND: Defends Lazard's Disinterestedness

ON SEMICONDUCTOR: Wants Senior Secured Credit Agreement Amended
OPTINREALBIG.COM: Wants Plan-Filing Period Stretched to March 3
PREMIER ENT: 10-3/4% Notes Default Prompts Moody's to Junk Ratings
PREMIER ENTERTAINMENT: S&P Junks Ratings and Removes Watch
REAL MEX: S&P Places B Corporate Credit Rating on CreditWatch

REUNION IND: Selling Plastics Unit Assets to Oneida for $10.9MM
REVLON INC: CFO McGuire & Unit's President Kennedy to Swap Jobs
RFSC SERIES: Moody's Reviews Class B-I-2 Certificates' B2 Rating
ROMACORP INC: Wants Until June 5 to Make Lease-Related Decisions
ROMACORP INC: Amended Plan Confirmation Hearing Set for March 7

SANKATY HIGH: Moody's Rates $12.5 Million Class E Sub. Notes at B
SATMEX: Mexican Government May Sell Stake After Restructuring
SAV-ON LTD: Secures $1 Million DIP Loan From Phoenix Partners
SEAGATE TECHNOLOGY: Earns $287 Mil. in Quarter Ended Dec. 30, 2005
SHERIDAN HEALTHCARE: S&P Affirms Corporate Credit Rating at B+

SKIN NUVO: Court Sets February 28 for Disclosure Statement Hearing
STEWART ENT: Delays Filing of Form 10-K for Fiscal Year 2005
STRATUS SERVICES: Swaps Preferred Stock Held by Pinnacle with Note
STRATUS SERVICES: Randall Gruber Replaces Amper as Auditor
SUPERB SOUND: Hires Michael Walsh as Ordinary Course Attorney

TACTICA INT'L: Court Confirms Chapter 11 Reorganization Plan
TREASURE ISLAND: Case Summary & 20 Largest Unsecured Creditors
TRUMP ENT: Inks Pacts With TER Keystone for Gaming Facility Biz
TRUMP ENT: TrumpStreet Applies for Pennsylvania Gaming License
TRUMP ENT: RSH Wants World's Fair Site Sale Funds Distributed

ULTIMATE FORD: Case Summary & 20 Largest Unsecured Creditors
URBAN TELEVISION: Auditor Uncertain About Going-Concern Ability
UTIX GROUP: Vitale Caturano Raises Going Concern Doubt
WILSHIRE CREDIT: Fitch Affirms Low-B Ratings on 4 Loan Classes
WINN-DIXIE: John Dasburg Resigned as Director Effective Dec. 31

WINN-DIXIE: DFI Trust Beneficially Owns 48,056,704 Shares
WINN-DIXIE: JEA Wants to Compel Compliance on Discovery Requests
YOUNG BROADCASTING: Liquidity Concerns Cue S&P to Lower Ratings

* BOND PRICING: For the week of Jan. 16 - Jan. 20, 2006

                             *********

AES CORP: Files Restated Annual and Quarterly Financial Statements
------------------------------------------------------------------
The AES Corporation (NYSE:AES) filed its Form 10-K/A for the year
ending Dec. 31, 2004 and Form 10-Q/A for the first quarter ending
March 31, 2005, on Jan. 19, 2006, to reflect amendments to the
financial statements.   

                        Material Weakness

At the end of 2004, the Company identified a material weakness
related to its accounting for deferred income taxes and embarked
upon a global process to document the deferred income tax
calculations and to perform more detailed reconciliation at its
foreign subsidiaries.  On July 27, 2005, the Company reported that
it had determined that errors found during that process required a
restatement.

The second and third quarter filings were delayed as the company
increased the volume and scope of its review to ensure that key
historical transactions and related income tax and other account
balances was properly stated.  The most significant adjustments
involved complex areas of accounting and required a high degree of
interpretation or judgment involving transactions, which occurred
during and prior to 2002.  Management has concluded that all
errors were both inadvertent and unintentional.

In conjunction with the restatement of its financial statements,
the company revised its assessment of the effectiveness of
internal control over financial reporting as of Dec. 31, 2004, as
required under SEC regulations.

A full-text copy of the Form 10-K/A for the period ending
December 31, 2004, is available for free at:
http://ResearchArchives.com/t/s?46f

A full-text copy of the Form 10-Q/A for the period ending
March 31, 2005, is available for free at:
http://ResearchArchives.com/t/s?470

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues of $9.5 billion.  AES operates
in 27 countries, generating 44,000 megawatts of electricity
through 124 power facilities and delivers electricity through 15
distribution companies.  AES Corp.'s 30,000 people are committed
to operational excellence and meeting the world's growing power
needs.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including its
Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  The rating outlook remains stable.

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  Fitch said the Rating Outlook is Stable.


AES CORP: Reports Profitable 2005 Second & Third Quarters
---------------------------------------------------------
The AES Corporation (NYSE:AES) reported second and third quarter
financial results after completing its restatement process.  

                  Quarter Ending Sept. 30, 2005

For the three months ended Sept. 30, 2005, the company reported a
$244,000 net income on $1,406,000 of revenues, in contrast to a
restated net income of $93,000 on $1,251,000 of restated revenues
for the same period in 2004.

The company's balance sheet showed $29,648,000 in total assets and
liabilities of $21,406,000 at Sept. 30, 2005.

On a restated basis, income from continuing operations for the
year ended Dec. 31, 2004 was $258 million, compared to the
previously reported $366 million.

For 2003, income from continuing operations decreased to       
$311 million from $332 million as previously reported.

"I am pleased with our strong revenue, earnings and cash flow
growth this year," said Paul Hanrahan, AES President and Chief
Executive Officer.  "The restatement process was important and
necessary and took a global effort over a significant period of
time.  In addition, we have continued to strengthen the
effectiveness of our controls and processes throughout the
organization to ensure the transparency and accuracy of our
financial information.  At the same time, our businesses
maintained their momentum in achieving strong results and securing
new growth opportunities."

For the nine months ended Sept. 30, 2005, income from continuing
operations was $453 million compared with $231 million in the
comparable prior year period, an increase of 96%.

                  Quarter Ending June 30, 2005

For the three months ended June 30, 2005, The AES Corp. reported a
$85,000 net income on $1,395,000 of revenues, in contrast to a
restated net income of $74,000 on $1,146,000 of restated revenues
for the same period in 2004.

The Company's balance sheet showed $29,380,000 in total assets and
liabilities of $21,353,000 at June 30, 2005.

                      Financial Restatement

The Company filed its Form 10-Q filings for the second and third
quarters ending June 30, 2005 and September 30, 2005 on Jan. 19,
2006.  These filings reflected the results of a restatement for
the years ending 2002, 2003, 2004 and the first quarter of 2005.  

A full-text copy of the Form 10-Q for the period ending
June 30, 2005, is available at:
http://ResearchArchives.com/t/s?472

A full-text copy of the Form 10-Q for the period ending
September 30, 2005, is available at:
http://ResearchArchives.com/t/s?471

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues of $9.5 billion.  AES operates
in 27 countries, generating 44,000 megawatts of electricity
through 124 power facilities and delivers electricity through 15
distribution companies.  AES Corp.'s 30,000 people are committed
to operational excellence and meeting the world's growing power
needs.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including its
Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  The rating outlook remains stable.

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  Fitch said the Rating Outlook is Stable.


AIRWAY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Airway Industries, Inc.
        dba Atlantic Luggage Company
        10th Street & Factory Avenue
        Ellwood City, Pennsylvania 16117

Bankruptcy Case No.: 06-20224

Type of Business: The Debtor manufactures suitcases,
                  garment bags, briefcases, and other
                  travel products and accessories.
                  See http://www.atlanticluggage.com/

Chapter 11 Petition Date: January 20, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Joel M. Walker, Esq.
                  Duane Morris LLP
                  600 Grant Street, Suite 5010
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 497-1000
                  Fax: (412) 497-1001

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Hangzhou Taiji Bags                             $759,190
Xing Wang Industrial Area
Economic Development
Zhejiang, China

United Ascent Travelware                        $494,528
Xinqiao Development District
Linping
Hangzhou, China

Best-Carry Corporation                          $313,787
Huashen Industrial Zone
Longdong Village, Shenzhen,
Guangdong, China

Datang Travel Products                          $269,592
Yetang Industrial Park
Changsu, China

Associated Industrial Company                   $119,388

Ansel M. Schwartz                                $48,362

AAA Mid Atlantic                                 $29,081

Meijer                                           $18,405

Full Year Brother Enterprises Co. Ltd.           $13,220

Jiaxing (AMD) Traveling Product Co. Ltd.         $12,026

XPEDX                                            $10,598

Els Marketing & Design                           $10,000

Sterling Commerce Inc.                            $9,251

Krome Communications                              $8,941

Reed & Witting Company                            $7,813

NLDA Associates, Inc.                             $7,500

Suncamp International, Inc.                       $6,227

Pro-Show Inc.                                     $5,485

Action Packaging Inc.                             $4,663

Rynn's Luggage                                    $4,663


ALAN FRIEDBERG: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Alan G. Friedberg
        154 West 77th Street, Apartment 4F
        New York, New York 10024

Bankruptcy Case No.: 06-10128

Type of Business: The Debtor is a real estate
                  developer and consultant.

Chapter 11 Petition Date: January 20, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Berzow Rosenbloom Nash, LLP
                  26 Broadway, Suite 711
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets:   $382,079

Total Debts:  $1,841,237

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Robert Berman                    Loan                  $600,000
735 Starlight Road
Monticello, NY 12701

Obayashi USA Construction &      Trade Debt            $517,145
Obayashi Joint Venture
420 East Third Street, Suite 600
Los Angeles, CA 90013

Greenstreet Financial, LP        Loan                  $510,000
2061 South Bayshore Drive
Suite 800
Coconut Grove, FL 33133

Feldman & Associates Inc.        Trade Debt             $97,744
11030 Santa Monica Boulevard
Suite 109
Los Angeles, CA 90025

Chase Bank                                              $40,000
P.O. Box 830210
Baltimore, MD 21283-0210

Manufacturers & Traders                                 $10,000
Trust Company
P.O. Box 767
Buffalo, NY 14240


ALLIED HOLDINGS: Banc of America Withdraws Move to Recover Eqpt.
----------------------------------------------------------------
Banc of America Leasing & Capital, LLC, withdrew its request to
lift the automatic stay so it can take possession of all equipment
and exercise any and all of its contractual and state-law rights
with respect to the equipment held by Allied Systems Ltd. pursuant
to a Master Equipment Lease Agreement.    

As reported in the Troubled Company Reporter on Aug. 30, 2005,
Allied Systems Ltd. leased automobile transport equipment from
BancBoston Leasing, Inc., under a Master Equipment Lease Agreement
dated June 30, 1998.  Allied Holdings, Inc., executed an Equipment
Lease Guaranty in favor of BancBoston and agreed to be liable for
the payment and performance of all of the Debtors' obligations
under the Master Lease.

James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs,
LLP, in Atlanta, Georgia, related that pursuant to various lease
supplements, Allied Systems leased additional equipment from
BancBoston:

   Lease
Supplement
    No.       Leased Equipment                Expiry Date
----------   ----------------                -----------
     1        14 Volvo Truck Tractors         July 31, 2005
              14 Cottrell Car Haul Trailers

     2        15 Volvo Truck Tractors         August 31, 2005
              15 Cottrell Car Haul Trailers

     3        16 Volvo Truck Tractors         September 30, 2005
              16 Cottrell Car Haul Trailers

     5        22 Volvo Truck Tractors         April 30, 2006
              22 Cottrell Car Haul Trailers

Additional lease supplements exist under the Master Lease and
have been assigned to other lessors.

On the Petition Date, the term of the First Supplement expired.
Mr. Rankin asserted that Allied Systems has not returned the
Leased Equipment to BALC pursuant to the First Supplement.
According to Mr. Rankin, Allied Systems also failed and refused
to pay the amount owed to BALC under the TRAC provisions in the
Master Lease and the First Supplement, which, as of the Petition
Date, was $150,883.

Furthermore, Allied Systems has failed to make any of the rent
payments due to BALC on August 1, 2005.  Mr. Rankin noted that the
term of the Second Supplement will expire soon, yet Allied Systems
has been unable or unwilling to commit as to its intentions with
respect to the Equipment in general and the lease supplements that
have expired or will soon expire in particular.

Unless Allied Systems is willing to comply with the Lease
Documents, the Equipment will not be available to it to support a
reorganization of its business.  With respect to the Lease
Supplements, there is or soon will be no unexpired lease for
Allied Systems to assume or reject.  BALC owns the Equipment, and
because the various lease supplements will soon expire, the
Equipment will not be available to Allied Systems unless it is
willing and able to comply with the TRAC provisions in the Lease
Documents.  Therefore, Mr. Rankin concluded, there is no equity in
Allied Systems' interest in the Equipment and the Equipment is not
necessary for an effective reorganization.

In the alternative, BALC asked the Court to compel Allied Systems
to grant it adequate protection by:

    a. either paying all end-of-lease TRAC amounts to BALC as when
       they come due or immediately surrender possession of any
       Equipment that is subject to an expired lease supplement to
       BALC;

    b. making all monthly lease payments to BALC as and when they
       come due under the Lease Documents;

    c. certifying in writing to BALC that each item of the
       Equipment is in the possession and control of Allied
       Systems and is not missing, stole, destroyed, or otherwise
       unaccounted for;

    d. providing to BALC evidence of hazard insurance covering all
       of the Equipment; and

    e. complying with all of the provisions of the Lease Documents
       relating to audit and inspection rights in favor of BALC.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts


ALLMERICA FINANCIAL: Sale to Goldman Cues Moody's to Lift Rating
----------------------------------------------------------------
Moody's Investors Service upgraded Allmerica Financial Life
Insurance & Annuity Company's insurance financial strength rating
to A3 from Ba1, with a stable outlook.  This action concludes the
rating review initiated on Aug. 24, 2005, which was precipitated
by the announcement that Allmerica Financial Corporation (since
renamed Hanover Insurance Group, Inc.) had signed a definitive
agreement to sell its run-off life and annuity company to Goldman
Sachs Group, Inc. (Goldman Sachs, Aa3 senior unsecured debt
rating).

The rating agency noted that the review was focused on:

   * the completion of the announced transaction;
   * the execution of a support agreement with Goldman Sachs; and
   * the projected capital adequacy for AFLIAC.

Moody's also reviewed:

   * AFLIAC's new hedging strategy;

   * risk management; and

   * the company's plans for implementing its new business
     strategy.

On Dec. 30, 2005, The Hanover Insurance Group announced that it
closed on the above referenced transaction with Goldman Sachs.
Total cash proceeds from the sale, excluding a $40 million
dividend from First Allmerica Financial Life Insurance Company,
are projected to be approximately $307 million, based on an
estimated purchase price calculated as of Nov. 30, 2005.

As background, the acquisition consists of approximately $10
billion of total assets and $360 million of surplus on a statutory
basis.  The assets primarily back variable annuities and, to a
significantly lesser degree, variable universal life insurance.
This business will be administered by Security Benefit Life, rated
A2 for Insurance Financial Strength.

Moody's commented that this acquisition provides Goldman Sachs a
new platform to acquire additional variable annuity blocks.  This
latest acquisition strengthens and adds flexibility to Goldman
Sach's insurance group, which currently includes Arrow Reinsurance
Company, Limited (Aa3 IFSR) and Columbia Capital Life Reinsurance
Company.

Moody's noted that these factors would place upward pressure for
AFLIAC's rating:

   1) 24-36 month track record of successfully hedging the
      variable annuity risk;

   2) an increase in the level of capital support; and

   3) an increase in the Aa3 senior unsecured debt rating of
      Goldman Sachs.

Conversely, Moody's said that factors that would place negative
pressure on AFLIAC's rating include:

   1) a reduction of the keepwell below $350 million;

   2) not holding capital to the greater of 300% company action
      level (CAL) RBC calculated under the C-3 Phase II stochastic
      approach (90% conditional tail expectation or CTE), or 175%
      CAL RBC under the C-3 Phase II standard scenario; and

   3) weak coverage of losses under the 99% CTE, taking into
      account statutory surplus and the $350 million keepwell.

Goldman Sachs is engaged primarily in:

   * investment banking;
   * trading and principal investments; and
   * asset management and securities services.

For the fourth quarter of 2005, Goldman Sachs (Aa3/P-1; Stable)
reported a 39% pre-tax margin and $2.5 billion of pre-tax profits.


AMERICAN WATER: Proposes to Settle Indebtedness With Laurus Master
------------------------------------------------------------------
American Water Star Inc. (AMEX: AMW) sent a proposal to Laurus
Master Fund in an attempt to settle the current indebtedness.

By letter dated Nov. 4, 2005, Laurus notified the company that
certain defaults have occurred and are continuing under the
Forbearance Agreement and demand for payment was made in the
amount of $6,694,876.

Subsequently, the company received from the Trustee, on behalf of
Laurus, Notice of Trustee's Sale and Statement of Breach of    
Non-Performance and Notice of Election to Sell the Company's
property and fixtures at 3910 East Weir Avenue, Phoenix, Arizona,
at an auction to be held on March 2, 2006.

The terms of the proposed settlement submitted by the company to
Laurus are:

     (1) $5,000,000 cash, which will be wired immediately upon
         closing of the refinancing of the Phoenix property;

     (2) existing Laurus warrants to remain in effect and priced
         as-is; and

     (3) the balance of the fees and interest in the approximate
         amount of $1,600,000 will be repaid in either options or
         warrants to purchase the company's common stock at a
         price per share to be determined on the date of the wire
         transfer.

                      About Laurus Master Fund

Laurus Master Fund is a financial institution that makes direct
investments in US listed small and micro cap companies.  The
Company's vision is to lead the transformation of financial
resources into growing profitable businesses in the small and
micro cap universe.

                    About American Water Star Inc.

Headquartered in Las Vegas, Nevada, American Water Star Inc. is a
publicly traded company and is engaged in the beverage bottling
industry.  Its product brands are licensed and developed in-house,
and bottled in strategic locations throughout the United States.  
AMW's beverage products are sold by the truckload, principally to
distributors, who sell to retail stores, corner grocery stores,
convenience stores, schools and other outlets.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 13, 2005,
Weaver & Martin, LLC, expressed substantial doubt about American
Water Star Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
2004 ended Dec. 31, 2004.  The auditors point to the Company's
accumulated deficit at the need to obtain additional financing to
fund payment obligations and to provide working capital for
operations.  AMW management is seeking additional financing, which
if successful, should mitigate the factors that have raised doubt
about AMW's ability to continue as a going concern.


AMH HOLDINGS: Poor Performance Cues S&P to Lower Ratings to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its  ratings on AMH
Holdings Inc. and its operating subsidiary, Cuyahoga Falls,
Ohio-based Associated Materials Inc.  The corporate ratings were
lowered to 'B-' from 'B'.  The outlook is stable.
     
"The downgrade reflects our concern that weak earnings could lead
to thin levels of free operating cash flow and that, as a result,
debt reduction will fall short of accreting interest and cause
debt leverage to continue increasing," said Standard & Poor's
credit analyst Lisa Wright.
     
Total debt was $791 million at Oct. 1, 2005, including capitalized
operating leases, and total debt to EBITDA was an already very
aggressive 8x.
     
"The rating action also reflects our expectation that 2006
liquidity during the peak working capital period will likely be
meaningfully below the $33 million level reached during the second
quarter of 2005," Ms. Wright said.  "We believe that this level is
thin, given the high raw-material and transportation cost
environment, and the lingering efficiency issues at the Ennis
manufacturing facility."
     
The vinyl siding industry is relatively mature and consolidated
compared with the highly fragmented and faster-growing window and
fencing markets.  Although company-owned distribution insulates
AMH somewhat from competition with larger, more-diversified
rivals, it also requires greater overhead expenses.  These fixed
costs push operating margins below those of the company's peer
group when sales volume declines.
     
AMH's sales base, and product and distribution channel diversity
support the ratings, but the highly leveraged financial profile
makes the company vulnerable to industry cyclicality and cost
pressures.
     
"We could revise the outlook to negative if new construction or
repair and remodeling activity weaken more than expected, or if
raw-material cost increases cause operating margins and liquidity
to narrow further than expected," Ms. Wright said.  "We could
revise the outlook to positive if end markets strengthen and raw-
material costs stabilize causing earnings and liquidity to
improve."


ASARCO LLC: Court Approves Stipulation With Coeur d'Alene Tribe
---------------------------------------------------------------
Years ago, the Coeur d'Alene Tribe of Idaho sued ASARCO LLC for
alleged natural resource damages to the Coeur d'Alene River Basin
in Idaho.  The Coeur Tribe Action was later consolidated with an
environmental enforcement action filed by the United States in the
same district.

On Jan. 31, 2003, ASARCO agreed to pay the Tribe a $5,000,000
interest free, in five equal payments by no later than Nov. 30 of
each year, in settlement of the Coeur Tribe Action.  The
Settlement Agreement was approved on May 6, 2003, and the Coeur
Tribe Action was dismissed.

ASARCO has made two of the annual $1,000,000 payments to the
Tribe.

Under a security agreement dated March 31, 2003, ASARCO's payment
obligations under the Settlement Agreement are secured by a
first-priority lien and security interest in, and against,
certain collateral, particularly a promissory note from Americas
Mining Corporation, ASARCO's indirect parent company, to Southern
Peru Holdings LLC, a wholly-owned, non-operating ASARCO
subsidiary holding company, and all proceeds of the Note.  A UCC-
1 Financing Statement with respect to the Tribe's security
interest in the Collateral was timely filed.

Under the Settlement Agreement, ASARCO anticipated making the
five settlement payments to the Tribe from the proceeds of the
Note.  In practice, all payments under the Note have been made
directly to ASARCO at ASARCO's request and used for working
capital and debt obligations, including payments to the Tribe
under the Settlement Agreement.

The outstanding principal balance of the Note is $38,500,000 to
$38,800,000.  On Oct. 31, 2005, AMC made a $3,763,034 Note
payment to ASARCO.  The Tribe is owed only $3,000,000.  Thus,
there is no significant equity in the Note for the benefit of
ASARCO and its estate.

Pursuant to the terms of the Settlement Agreement and the May 6
2003 Order of Dismissal, if ASARCO defaults on its yearly payment
obligations to the Tribe:

   -- the Tribe will be entitled to seek reinstatement of its
      environmental claims against ASARCO; and

   -- any payments ASARCO made to the Tribe before the default
      will be credited against any liability ASARCO may be found
      to have to the Tribe.

In a Court-approved stipulation, ASARCO and the Tribe agree that:

   (1) ASARCO will pay the remaining settlement payments, at
       $1,000,000 each, to the Tribe, on Nov. 30, 2006, and
       Nov. 30, 2007.

       ASARCO has made the Nov. 30, 2005, settlement payment
       from the Oct. 31, 2005, Note Proceeds.  The balance
       of the October 31 Note Proceeds was used by ASARCO for
       working capital, costs and expenses.

   (2) Southern Peru Holdings LLC will transfer and assign the
       Note to ASARCO, subject to the Tribe's Liens, for
       administration in the ASARCO bankruptcy as property of
       ASARCO's bankruptcy estate.  ASARCO will maintain proper
       perfection of the Lien as required by SPHC under the
       Security Agreement.

   (3) The Tribe is granted a postpetition, automatically and
       continuously perfected replacement lien and security
       interest in, and against, the Collateral, having a
       priority equal to the Tribe's existing prepetition Lien,
       to protect against any diminution in the Tribe's
       Collateral to ensure ASARCO's performance.  The Tribe will
       be treated as a secured creditor in the Debtor's
       bankruptcy case.

   (4) The Tribe's first lien and security interest will remain
       validly perfected and enforceable notwithstanding the
       transfer and delivery of the original Note to ASARCO.

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 Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Five Public Agencies Assign Rights to Deutsche Bank
---------------------------------------------------------------
Pursuant to Rule 2019(a) of the Federal Rule of Bankruptcy
Procedure, Deutsche Bank Trust Company Americas, as trustee,
discloses that as of the bankruptcy filing, ASARCO LLC and its
debtor-affiliates were the obligors under certain agreements that
were entered into with certain municipal authorities:

   Loan Agreement                           Principal Balance
   --------------                           -----------------
   Loan Agreement with                          $71,900,000
   The Development Authority
   of the County of Gila, Arizona

   Installment Payment and                       27,740,000
   Bond Amortization Agreement
   Nueces River Authority

   Installment Payment and                       22,200,000
   Bond Amortization Agreement with
   Nueces River Authority

   Loan Agreement with                           33,160,000
   Lewis and Clark County, Montana

   Loan Agreement with                           34,800,000
   Clark County, Montana

Elizabeth Page Smith, Esq., at LeBoeuf, Lamb, Greene & MacRae,
LLP, in New York, relates that the municipal authorities assigned
substantially all of their rights, including the right to receive
payments due under the Loan Agreements from the Debtors to
Deutsche Bank to pay bond indebtedness through the five trust
indentures.

Accordingly, the Debtors make all payments due under the Loan
Agreements directly to Deutsche Bank.

Deutsche Bank has claims against the Debtors for reimbursement of
reasonable fees and expenses for services and performance of
duties under the Indentures.

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 Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Purchase Mining Equipment from Pitney Bowes
----------------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to purchase from
Pitney Bowes:

   * three 830E Haul Trucks, at $460,000 each; and

   * one 2800XPB shovel for $2,800,000.

The Equipment are leased by ASARCO pursuant to an agreement,
which expired on Dec. 10, 2005.

Because the Equipment Agreement has expired, ASARCO needs to
purchase the Equipment to retain possession and to secure the
continued use of the Equipment, Romina L. Mulloy, Esq., at Baker
Botts LLP, in Dallas, Texas, explains.

Ms. Mulloy asserts that the Equipment are indispensable to
ASARCO's successful operation of its mines because they
contribute to increased production, and therefore, revenue.

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 Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASSOCIATED MATERIALS: Moody's Junks $165 Million Notes' Rating
--------------------------------------------------------------
Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities have been downgraded to B3 from B2.  The downgrade in
the ratings and change in outlook reflects the company's
difficulty in passing on higher raw material costs thereby
decreasing margins and the uncertainty surrounding the company's
ability to navigate around a slowing construction market.  The
ratings outlook is stable.

Moody's has downgraded these ratings for Associated Materials
Incorporated:

   * $80 million secured revolver, due 2009, downgraded to B3
     from B2;

   * $175 million secured term loan B, due 2010, downgraded to B3
     from B2; and

   * $165 million senior subordinated notes, due 2012, downgraded
     to Caa2 from Caa1.

Moody's has downgraded these ratings for AMH Holdings, Inc.:

   * $446 million senior discount notes, due 2014, downgraded
     to Caa3 from Caa2; and

   * Corporate Family Rating, downgraded to B3 from B2.

Associated Materials' ratings are constrained by:

   * high leverage;

   * low free cash flow generation relative to debt levels;

   * inability to pass through cost increases; and

   * uncertainty surrounding the outlook for the industry and in
     particular for the markets that the company serves.

Moody's anticipates that the company's 2005 adjusted total debt
(including the AMH II mezzanine notes that Moody's does not rate)
to EBITDA was approximately 8.5 times.  Moody's notes that the
company's financial statements are adjusted by using standard
adjustments per Moody's Ratings Methodology report dated July
2005.  The company's free cash flow to adjusted total debt for the
same time period is projected to be in the low single digits for
2006.

Moody's is also concerned with the impact of raw material prices
on the company's EBITDA generation as the company has not been
able to fully offset the rising raw material costs by increasing
its product prices.  The concern is further amplified by the
possibility that the new construction industry may slow
meaningfully.  Moody's notes that approximately 40% of Associated
Materials revenues are derived from the new construction industry.

The ratings benefit from the company's long-standing customer
relationships and brand loyalty as well as from geographic
diversification as evidenced by the company's extensive network of
over 125 supply centers that enable to company to be present and
participate across North America.

The stable ratings outlook reflects the company's continuing
efforts to raise prices to reflect higher raw material prices.  
The stable outlook also reflects the expectation that the company
should be able to generate positive free cash flow in 2006 through
price increases and ongoing cost rationalization.  

The ratings outlook and the ratings could deteriorate if the
company is unable to pass along its raw material prices, or if its
free cash flow were expected to turn negative on an ongoing basis.  
The ratings outlook could improve if price increases allowed the
company to improve its anticipated free cash flow to debt to above
5% on a sustainable basis.  The ratings could also improve if the
company were to de-lever faster than currently anticipated.

Headquartered in Akron, Ohio, Associated Materials Incorporated is
principally engaged in the manufacture and distribution of:

   * exterior residential products,
   * including vinyl siding,
   * windows,
   * decking,
   * fencing,
   * railing, and
   * garage doors.

Revenues for 2004 were approximately $1.1 billion.


AURA SYSTEMS: Wants Until Feb. 24 to Make Lease-Related Decision
----------------------------------------------------------------
Aura Systems, Inc., asks U.S. Bankruptcy Court for the Central
District of California to extend until Feb. 24, 2006, the time
within which it can elect to assume, assume and assign, or reject
its unexpired nonresidential real property lease.

The Debtor is a party to one unexpired nonresidential real
property lease located at 2335 Alaska Avenue and 2330 Utah Avenue,
El Segundo, California 90245.  The landlord of that lease is Aura
Realty Inc., which is 50.1% owned by the Debtor.

The property where the lease is located was sold to Alliance
Commercial Partners for $8,750,000, which the Court approved on
Oct. 18, 2005.  Under an amended sale agreement approved by the
Court, Alliance will assume the existing loan for the lease.

On Nov. 29, 2005, the Court approved the Debtor's motion to enter
into a new lease agreement with Alliance upon the closing of the
sale transaction.  The requested extension is therefore necessary
to allow the Debtor more time to close the sale transaction with
Alliance and allow Alliance to fully assume the loan for the
lease.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)  
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AURA SYSTEMS: Court Okays Extension of Claim Objection Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Aura Systems, Inc., more time to object to proofs of claim
and interest filed against its estate.  

The Debtors have until April 1, 2006, to object to Claim Nos. 44
through 145, all of which were recorded in the Court's Claims
Register on or before Nov. 15, 2005, and recently processed by the
Bankruptcy Clerk's Office.  

A 60-day deadline applies to all proofs of claims and interest
from Claim No. 146 and higher that were not yet entered or
processed by the Clerk's Office as of Dec. 20, 2005.  That 60-day
period runs from the date the claim is recorded in the Claims
Register.

The Debtor explained that the two deadlines for those claims are
necessary because the Clerk's Office did not have the opportunity
to process or enter all the claims filed into the Register due to
the substantial administrative burdens resulting from the
implementation of the new Bankruptcy Code.

The extension will give the Debtor more time and opportunity to
review, analyze and object to all the recently processed claims
and the claims that have not been processed by the Clerk's Office.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)  
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


BANCORPSOUTH BANK: Moody's Lowers Financial Strength Rating to C
----------------------------------------------------------------
Moody's Investors Service aligned the bank financial strength
rating of BancorpSouth Bank to C by lowering its bank financial
strength rating to C from C+.  Moody's made no other changes to
the ratings it assigns to BancorpSouth Bank (A3/P-1 for deposits)
and BancorpSouth, Inc., its parent company (Baa1 issuer rating).
The rating outlook was also unchanged at stable.

Moody's cited that US banks rated A3 for deposits typically
possess a C financial strength rating.  The current ratings of
BancorpSouth reflect:

   * the bank's sound and expanding community banking franchise;

   * relatively low level of problem loans and good loan loss
     record; and

   * robust capital levels.

The ratings also incorporate relatively low, though improving
profitability as well as the rising risk concentration in
commercial real estate.  Moody's said that the commercial real
estate portfolio is granular.

BancorpSouth, Inc. is headquartered in Mississippi and reported
assets as of Sept. 30, 2005 were $11.1 billion.  BancorpSouth Bank
accounts for over 99% of consolidated assets.


BEKENTON USA: Court Okays Adorno & Yoss as New Bankruptcy Counsel
-----------------------------------------------------------------
Bekenton USA, Inc. sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Adorno & Yoss LLP as its new bankruptcy counsel.

As previously reported in the Troubled Company Reporter, the
Debtor obtained Court approval to employ Rice Pugatch Robinson &
Schiller, P.A., as its bankruptcy counsel.  The Debtor tells the
Court that Rice Pugatch has decided to withdraw as its counsel.

Adorno & Yoss will:

    (a) give advice to the Debtor with respect to its powers and
        duties as debtor-in-possession and the continued
        management of the business operations;

    (b) advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

    (c) prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the chapter 11 case;

    (d) protect the interest of the Debtor in all matters pending
        before the Court; and

    (e) represent the Debtor in negotiations with its creditors in
        the preparation of a plan.

The Debtor did not disclose how much the Firm would be paid for
their services.

Mariaelena Gayo-Guitian, Esq., a shareholder at Adorno & Yoss,
assures the Court that the Firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Miami Beach, Florida, Bekenton USA, Inc.,
manufactures tobacco products.  The Debtor filed for chapter 11
protection on Nov. 4, 2005 (Bankr. S.D. Fla. Case No. 05-60031).  
Mariaelena Gayo-Guitian, Esq., at Adorno & Yoss, P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed assets totaling
$5,227,073 and debts totaling $15,750,548.


BEKENTON USA: Court Approves Kapila & Company as New Accountant
---------------------------------------------------------------
Bekenton USA, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Kapila & Company as its accountant, nunc pro tunc to Jan. 10,
2006.

As previously reported in the Troubled Company Reporter, the
Debtor received Court approval to employ William A. Head, C.P.A.,
as its accountant.  The Debtor says that after entry of the order,
it learned that Mr. Head and his firm were not disinterested.  
Thus, the Debtor relates, it discharged Mr. Head and his firm as
its accountant.

Kapila & Company will:

    a. give the Debtor accounting advice with respect to the
       Debtor's power and duties as debtor-in-possession in
       connection with its operation of the business;

    b. take necessary action to assist the Debtor in formulating a
       plan of reorganization and any other financial statements
       or projections that are required in connection with the
       chapter 11 proceeding;

    c. prepare monthly statement of cash receipts and disbursement
       together with supporting schedules;

    d. prepare monthly accounts receivables aging and
       reconciliation reports;

    e. prepare monthly accounts payable and secured payment
       reports;

    f. prepare inventory and fixed assets reports;

    g. prepare monthly reconciliation and check registers;

    h. assist the Debtor with the preparation and filing of all
       monthly reports and other accounting information which may
       be requested of the Debtor;

    i. perform all other accounting services for the Debtor which
       may be necessary, including but not limited to compliance
       with monthly or quarterly filings with the Internal Revenue
       Service and the State of Florida and other reporting
       agencies; and

    j. assist the Debtor in the installation and implementation of
       the Debtor's post-petition accounting system.

Sonnet R. Kapila, a shareholder at Kapila & Company, discloses
that he bills $400 per hour for his services.  Mr. Kapila further
says that clerks and para-professionals at the Firm bill between
$50 to $100 per hour.

Mr. Kapila assures the Court that the Firm does not represent any
interest adverse to the Debtor or its estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Miami Beach, Florida, Bekenton USA, Inc.,
manufactures tobacco products.  The Debtor filed for chapter 11
protection on Nov. 4, 2005 (Bankr. S.D. Fla. Case No. 05-60031).  
Mariaelena Gayo-Guitian, Esq., at Adorno & Yoss, P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed assets totaling
$5,227,073 and debts totaling $15,750,548.


BOYD GAMING: Expects to Spend $4 Billion in Echelon Development
---------------------------------------------------------------
Boyd Gaming Corporation's wholly owned subsidiary, Echelon Resorts
Corporation, entered into a joint venture agreement with
Morgans/LV Investment LLC, a wholly owned subsidiary of Morgans
Hotel Group LLC.

The joint venture will develop Delano Las Vegas and Mondrian Las
Vegas to be located within the Company's 63-acre Las Vegas Strip
property known as Echelon Place.

Echelon Resorts and Morgans/LV each initially have a 50% interest
in the joint venture.  After certain milestones in the joint
venture development process have been met, Morgans/LV will
contribute approximately $97.5 million in cash and Echelon Resorts
will contribute approximately 6.5 acres of land to the joint
venture.  In addition to their capital contributions, ERC and MLV
will jointly seek to arrange non-recourse project financing of
approximately $500 million.

The Company anticipates that Echelon Resort will be wholly owned
and principally operated by it and will include two upscale hotel
towers with an aggregate of approximately 3,300 guest rooms and
suites and approximately 175,000 square feet of meeting space.  
The Company expects that each hotel tower will contain its own spa
and will connect directly to extensive public areas containing an
approximate 140,000 square foot casino, approximately 25
restaurants and bars, and pool and garden areas.  The Company also
plans to build an approximate 4,000 seat theater with a large
stage and stadium seating designed to accommodate major concerts
and production shows, as well as an approximate 1,500 seat theater
to house smaller shows and touring acts.

The Company's plans for Echelon Place also include the Shangri-La
Hotel Las Vegas, which will be located within a portion of one of
the upscale hotel towers of Echelon Resort. The Shangri-La Hotel
Las Vegas is expected to include approximately 400 guest rooms and
suites, a 20,000 square foot spa, two restaurants and meeting
space.  While the Company plans to own this hotel, the Company has
entered into a management agreement with Shangri-La Hotels and
Resorts for its management.

                 $4 Billion Capital Expenditure

The Company anticipates that the total cost of Echelon Place,
including both its wholly owned portions and the joint venture
portions, will be approximately $4 billion.  The Company expects
its wholly owned portions of Echelon Place, which include Echelon
Resort and the Las Vegas ExpoCenter, to cost approximately
$2.9 billion.  The Company intends to finance its portion of
Echelon Place project costs primarily with cash flow from
operations, borrowings under its bank credit facility and equity
or debt financings.  The Company plans to develop Echelon Place in
one phase and to open it in early 2010.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Moody's Investors Service revised the ratings outlook of Boyd
Gaming Corporation to positive from stable.

Moody's affirmed Boyd's:

   * Ba2 corporate family rating;
   * Ba2 secured bank loan rating;
   * B1 senior subordinated debt rating; and
   * SGL-2 speculative grade liquidity rating.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
Standard & Poor's Ratings Services revised its outlook on casino
operator Boyd Gaming Corp. to stable from positive.  At the same
time, Standard & Poor's affirmed its ratings on the Las Vegas-
based company, including its 'BB' corporate credit rating.


CAPITAL ONE: Earns $280.3 Million of Net Income in Fourth Quarter
-----------------------------------------------------------------
Capital One Financial Corporation (NYSE: COF) reported earnings of
$1.8 billion for the year compared with $1.5 billion in 2004.  
Earnings for the fourth quarter of 2005 were $280.3 million,
compared with $195.1 million for the fourth quarter of 2004, and
$491.1 million in the previous quarter.

Current period results include a $30.6 million contribution to net
income from the acquisition of Hibernia Corporation, which was
completed on Nov. 16, 2005.

"Capital One delivered another year of solid results across our
diversified consumer financial services businesses and is     
well-positioned for continued growth and profitability in 2006,"
Richard D. Fairbank, Capital One's Chairman and Chief Executive
Officer, said.  "With the addition of Hibernia, we have further
expanded our broad portfolio of lending and deposit products, as
well as our distribution channels, to better serve our customers."

Capital One's managed revenue margin decreased to 12.06% in the
fourth quarter of 2005 from 12.54% in the previous quarter,
primarily due to the addition of Hibernia's loan portfolio.  The
company's managed revenue margin was 12.66% in the fourth quarter
of 2004.  Return on managed assets for 2005 of 1.72% remained
consistent with 1.73% in 2004.

Headquartered in McLean, Virginia, Capital One Financial  
Corporation -- http://www.capitalone.com/-- is a financial     
holding company whose principal subsidiaries, Capital One Bank,  
Capital One, F.S.B. and Capital One Auto Finance, Inc., offer a  
variety of consumer lending products.  As of June 30, 2005,  
Capital One's subsidiaries collectively had 48.9 million accounts  
and $83.0 billion in managed loans outstanding.  Capital One is a  
Fortune 500 company and, through its subsidiaries, is one of the  
largest providers of MasterCard and Visa credit cards in the  
world.  Capital One trades on the New York Stock Exchange under  
the symbol "COF" and is included in the S&P 500 index.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service upgraded the long-term ratings of
Capital One Financial Corporation and its subsidiaries (parent
company senior unsecured to Baa1 from Baa3, bank deposits to A3
from Baa1).  The rating agency also confirmed the long-term debt
ratings of Hibernia Corporation (subordinated at Baa2) and
Hibernia National Bank (issuer at A3), and lowered the short-term
ratings of Hibernia National Bank to Prime-2.

Ratings upgraded include:

  Capital One Financial Corporation:

  -- senior debt to Baa1 from Baa3
  -- subordinate shelf to P(Baa2) from P(Ba1)
  -- junior subordinate shelf to P(Baa2) from P(Ba1)
  -- preferred shelf to P(Baa3) from P(Ba2)

  Capital One Bank:

  -- bank financial strength to C from C-
  -- long-term deposits to A3 from Baa1
  -- senior debt to A3 from Baa2
  -- issuer rating to A3 from Baa2
  -- long-term other senior obligations to A3 from Baa2
  -- subordinated debt to Baa1 from Baa3

  Capital One FSB:

  -- bank financial strength to C from C-
  -- long-term deposits to A3 from Baa1
  -- issuer rating to A3 from Baa2
  -- long-term other senior obligations to A3 from Baa2

  Capital One Capital I:

  -- preferred stock to Baa2 from Ba1

These ratings were confirmed:

  Hibernia Corporation:

  -- issuer rating at Baa1
  -- subordinated debt at Baa2

  Hibernia National Bank:

  -- long-term other senior obligations at A3
  -- issuer rating at A3

These ratings were downgraded:

  Hibernia National Bank:

  -- short-term deposits and other senior obligations to Prime-2
     from Prime-1


CENDANT MORTGAGE: Fitch Affirms Low-B Ratings on 10 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms these Cendant Mortgage Corporation mortgage
pass-through certificates:

Series 2004-1:

    * Class A at 'AAA'
    * Class B-1 at 'AA'
    * Class B-2 at 'A'
    * Class B-3 at 'BBB'
    * Class B-4 at 'BB'
    * Class B-5 at 'B'

Series 2004-2:

    * Class A at 'AAA'
    * Class B-1 at 'AA'
    * Class B-2 at 'A'
    * Class B-3 at 'BBB'
    * Class B-4 at 'BB'
    * Class B-5 at 'B'

Series 2004-3:

    * Class A at 'AAA'
    * Class B-1 at 'AA'
    * Class B-2 at 'A'
    * Class B-3 at 'BBB'
    * Class B-4 at 'BB'
    * Class B-5 at 'B'

Series 2004-4:

    * Class A at 'AAA'
    * Class B-1 at 'AA'
    * Class B-2 at 'A'
    * Class B-3 at 'BBB'
    * Class B-4 at 'BB'
    * Class B-5 at 'B'

Series 2004-5:

    * Class A at 'AAA'
    * Class B-1 at 'AA'
    * Class B-2 at 'A'
    * Class B-3 at 'BBB'
    * Class B-4 at 'BB'
    * Class B-5 at 'B'

All of the mortgage loans in the aforementioned transactions were
either originated or acquired in accordance with the underwriting
guidelines established by Cendant Mortgage Corporation.  The
mortgage loans consist of 15- and 30-year fixed-rate mortgages
secured by first liens, primarily on one- to four-family
residential properties.  Additionally, any mortgage loan with an
original loan to value in excess of 80% is required to have a
primary mortgage insurance policy.  PHH Mortgage Corporation,
rated 'RPS1' for prime products by Fitch, is the servicer for all
of the mortgage loans.

The affirmations reflect a satisfactory relationship between
credit enhancement (CE) and future loss expectations and affect
approximately $495.6 million of outstanding certificates.  All
classes in the transactions detailed above have experienced small
to moderate growth in CE since closing, and there have been no
collateral losses to date.

As of the December 2005 distribution date, the transactions are
seasoned from a range of 15 to 23 months, and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 72% (series 2004-5) to
87% (series 2004-3).


CENTER FOR PHYSICAL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Center for Physical Therapy and Wellness, LLC
        131 East Broad Street, Suite 104
        Falls Church, Virginia 22046

Bankruptcy Case No.: 06-10029

Type of Business: The Debtor owns and operates a rehabilitation
                  facility located in Falls Church, Virginia.
                  See http://www.cptw.com/

Chapter 11 Petition Date: January 20, 2006

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Bennett A. Brown, Esq.
                  Gilliam, Sanders & Brown, P.L.C.
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, Virginia 22030
                  Tel: (703) 591-3500
                  Fax: (703) 591-2185

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gordon Frederick              Loan                      $340,000
8328 Epinard Court
Annandale, VA 22003

Rose Ferrari                                            $140,000
6200 Wilson Boulevard
Falls Church, VA 22044

JK McLean Investments         Rent                      $130,000
1340 Chain Bridge Road
McLean, VA 22102

Tery Hong                     Loan                      $125,000

Triinu Tombak                 Loan                      $100,000

Chun Rhee                     Loan                       $70,000

Alan Rudd                     Loan                       $68,000

Rebecca Zuurbier              Loan                       $67,000

AG Day Corp.                  Trade debt                 $60,000

Mira Vinglish                 Loan                       $50,000

Virginia Department of Labor                             $30,000

Paychex                       Trade debt                 $30,000

Medco Supplies                Trade debt                  $7,000

WS Medical                    Trade debt                  $3,100

Quill                         Trade debt                  $3,000

SJM Agency                    Trade debt                  $3,000

CIT Group                     Trade debt                  $3,000

Aetna                         Trade debt                  $2,800


CHASE MORTGAGE: Fitch Holds Low-B Ratings on Four 4 Loan Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Chase Mortgage
Finance Trust issues:

Series 2004-S1:

    * Class A affirmed at 'AAA'

Series 2004-S3:

    * Class A affirmed at 'AAA'
    * Class M affirmed at 'AA'
    * Class B1 affirmed at 'A'
    * Class B2 affirmed at 'BBB'
    * Class B3 affirmed at 'BB'
    * Class B4 affirmed at 'B'

Series 2004-S4:

    * Class A affirmed at 'AAA'
    * Class M affirmed at 'AA'
    * Class B1 affirmed at 'A'
    * Class B2 affirmed at 'BBB'
    * Class B3 affirmed at 'BB'
    * Class B4 affirmed at 'B'

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Chase Manhattan Mortgage
Corporation.  The mortgage loans consist of 15- and 30-year fixed-
rate mortgages secured by first liens on one- to four-family
residential properties.  Chase Home Finance, LLC, rated 'RPS1' for
prime products by Fitch, is the servicer for all of the mortgage
loans.

The affirmations reflect a satisfactory relationship between
credit enhancement (CE) and future loss expectations and affect
approximately $740.5 million of outstanding certificates.  All
classes in the transactions detailed above have experienced small
to moderate growth in CE since closing, and there have been no
collateral losses to date.

As of the December 2005 distribution date, the transactions are
seasoned from a range of 20 to 23 months, and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 66% (series 2004-S3) to
73% (series 2004-S4).


COPANO ENERGY: S&P Rates $225 Million Senior Notes at B
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to midstream energy company Copano Energy LLC.
At the same time, Standard & Poor's assigned its 'B' rating to
Copano's $225 million senior notes maturing in 2016.
     
Houston, Texas-based Copano is a midstream gas gathering,
processing, and transmission company with operations in the Texas
Gulf Coast region and central and eastern Oklahoma.  Copano had
$402 million of long-term debt outstanding as of Sept. 30, 2005.
     
The ratings on Copano are based on the company's weak business
risk profile and aggressive financial policy.
     
Copano's business risks include an asset base that is small
compared with some of its midstream peers and margins that are
sensitive to volume declines as well as commodity pricing risk.
These risks are somewhat mitigated by long-lived reserves and
healthy drilling activity in Copano's core operating regions,
which is supported by the currently favorable pricing environment.
     
Importantly, the company has recently implemented a hedging
program, consisting of crude oil puts, NGL puts and swaps through
2008, and natural gas puts through 2009.
      
"The stable outlook on Copano relies on the company's continued
efforts to manage its cash-flow volatility and the ongoing
implementation of its hedging program," said Standard & Poor's
credit analyst Plana Lee.


CORRECTIONS CORP: Prices $150 Million of 6.75% Senior Notes
-----------------------------------------------------------
Corrections Corporation of America (NYSE:CXW) reported the pricing
of $150 million aggregate principal amount of its 6.75% Senior
Notes due 2014.  The Senior Notes are being sold under an
automatically effective shelf registration statement that was
filed by the Company with the Securities and Exchange Commission
on Jan. 17, 2006.  The closing of the sale of the notes, which is
subject to customary conditions, is expected to occur today,
Jan. 23, 2006.

The Company intends to use the net proceeds from the sale of the
Senior Notes to:

     (1) prepay approximately $139 million of term loan
         indebtedness under the Company's senior secured bank
         credit facility and

     (2) make capital expenditures.

Copies of the applicable prospectus and prospectus supplement
relating to the offering may be obtained by contacting:

     Banc of America Securities LLC
     9 West 57th Street
     New York, New York, 10019
     Toll-free: 1-800-294-1322

Headquartered in Nashville, Tennessee, Corrections Corporation of
America -- http://www.correctionscorp.com/-- is the nation's  
largest owner and operator of privatized correctional and
detention facilities and one of the largest prison operators in
the United States, behind only the federal government and three
states.  

CCA currently operates 63 facilities, including 39 company-owned
facilities, with a total design capacity of approximately 71,000
beds in 19 states and the District of Columbia.  CCA specializes
in owning, operating and managing prisons and other correctional
facilities; and providing inmate residential and prisoner  
transportation services for governmental agencies.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Moody's Investors Service assigned a Ba3 rating to Correction
Corporations of America's $150 million new senior unsecured notes
due 2014.  The outlook for all of the firm's ratings was revised
to positive, from stable.  According to Moody's, this outlook
revision reflects a substantially reduced secured debt burden as
well as improving leverage and coverage statistics.  CCA maintains
its industry leadership position as the USA's largest owner and
operator of private correctional facilities.

This rating was assigned with a positive outlook:

  Corrections Corporation of America:

     * Ba3 $150 million senior unsecured notes due 2014.

These ratings were affirmed with a positive outlook:

  Corrections Corporation of America:

     * Ba2 senior secured debt rating;
     * Ba3 senior unsecured debt rating;
     * (P)Ba2 senior secured debt shelf;
     * (P)Ba3 senior unsecured debt shelf;
     * (P)B1 senior subordinate shelf; and
     * (P)B2 preferred shelf.


CORUS ENTERTAINMENT: Prices 8.75% Sr. Subordinated Notes Offering
-----------------------------------------------------------------
Corus Entertainment Inc. (TSX: CJR.NV.B; NYSE: CJR) set the
pricing for the previously announced tender offer and consent
solicitation for its outstanding $375 million aggregate principal
amount of 8.75% Senior Subordinated Notes due 2012.

The total consideration for the Notes was determined as of 2 p.m.
ET on Wednesday, Jan. 18, 2006, by reference to a fixed spread of
50 basis points above the yield to maturity of the 3.375% U.S.
Treasury Note due Feb. 28, 2007.

The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for payment is $1081.59, which
includes a consent payment of $20.00 per $1,000 principal amount
of Notes tendered on or prior to 5:00 p.m. ET on Dec. 29, 2005 by
holders who did not validly withdraw their Notes prior to the
Withdrawal Rights Expiration of 5:00 p.m. ET on Dec. 29, 2005.

Holders who validly tendered their Notes after the Consent
Deadline but prior to expiration will receive the total
consideration less the consent payment.  Holders will also receive
the accrued and unpaid interest on tendered Notes from the last
interest payment date to, but not including, the Final Settlement
Date, payable on the Final Settlement date.  The Final Settlement
Date is expected to be Jan. 23, 2006.

The Expiration Time (as that term is defined in the Offer to
Purchase) for the tender offer and consent solicitation has been
extended to 12:00 midnight ET on Jan. 20, 2006.

The depositary, Global Bondholder Services Corporation, has
advised Corus that approximately $373.5 million aggregate
principal amount of the Notes, representing approximately 99.62%
of the Notes outstanding, had been validly tendered and not
withdrawn as of 5:00 p.m. ET on Jan. 17, 2006.

Prior to 5:00 p.m. ET on Dec. 29, 2005, Corus obtained the
consents required to effect the proposed amendments to the
indenture governing the Notes, which eliminate substantially all
of the restrictive covenants and certain events of default
contained in the indenture.  The supplemental indenture containing
these proposed amendments has been executed and will become
operative upon our acceptance for payment of the Notes validly
tendered and not withdrawn.  Notes tendered and consents delivered
prior to 5:00 p.m. ET on Dec. 29, 2005, may no longer be withdrawn
or revoked.

Copies of the Offer to Purchase and Letter of Transmittal can be
obtained by contacting the information agent and depositary at:

     Global Bondholder Services Corporation
     Toll Free (866) 470-4300 or
     Telephone (212) 430-3774 (collect)

Additional information concerning the terms and conditions of the
tender offer and consent solicitation may be obtained by
contacting the exclusive dealer manager and solicitation agent for
the tender offer and consent solicitation at

     Citigroup Corporate and Investment Banking
     Telephone (800) 558-3745 or (212) 723-6106

Corus Entertainment Inc. -- http://www.corusent.com/-- is a
Canadian-based media and entertainment company.  Corus is a market
leader in both specialty TV and Radio.  Corus also owns Nelvana
Limited, a leading international producer and distributor of
children's programming and products.  The company's other
interests include publishing, television broadcasting and
advertising services.  A publicly traded company, Corus is listed
on the Toronto (CJR.NV.B) and New York (CJR) Exchanges.

Corus Entertainment Inc.'s 8.75% Senior Subordinated Notes due
2012 carry Moody's Investors Service's and Standard & Poor's
single B rating.


CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Moody's Investors Service downgraded three certificates from three
deals and confirmed the rating of one certificate from one deal,
all issued by Credit Suisse First Boston Mortgage Securities Corp.
in 2002.  The downgrade actions are based on the fact that the
bonds' current credit enhancement levels, including excess spread
where applicable, are low compared to the current projected loss
numbers for the current rating level.

The rating for the I-B-2 certificate issued in the 2002-9
transaction has been confirmed.  The rating has been confirmed
because current credit enhancement levels provide sufficient
protection for the certificate.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

  Downgrades:

     * Series 2002-9; Class I-B-3, downgraded to B3 from B1
     * Series 2002-10; Class II-B-4, downgraded to Ca from B2
     * Series 2002-22; Class II-B-2, downgraded to Caa2 from B2

  Confirmed:

     * Series 2002-9; Class I-B-2, A2 rating confirmed


CREDIT SUISSE: Moody's Junks Rating on $19 Mil. Class I Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
five classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-
C2 as:

    * Class A2, $973,186,594, Fixed, affirmed at Aaa
    * Class AX, Notional, affirmed at Aaa
    * Class B, $105,600,000, Fixed, affirm at Aaa
    * Class C, $105,600,000, Fixed, upgraded to Aaa from Aa2
    * Class D, $105,500,000, Fixed, upgraded to A1 from A3
    * Class E, $28,800,000, Fixed, upgraded to A3 from Baa1
    * Class F, $105,600,000, Fixed, affirmed at Ba2
    * Class G, $19,200,000, Fixed, affirmed at Ba3
    * Class H, $47,900,000, Fixed, downgraded to B3 from B2
    * Class I, $19,200,000, Fixed, downgraded to C from Caa1

As of the Jan. 18, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 21.1% to $1.5
billion from $1.9 billion at closing.  The Certificates are
collateralized by 195 mortgage loans ranging in size from less
than 1.0% to 5.2% of the pool, with the top 10 loans representing
41.0% of the pool.

The pool consists of:

   * two shadow rated loans, representing 8.9% of the pool;

   * a conduit component, representing 79.2% of the pool; and

   * a credit tenant lease component, representing 11.9% of the
     pool.

Forty-nine loans, representing 29.5% of the pool, have defeased
and been replaced by U.S. Government securities.  

The largest defeased loans include:

   * Intell/Reichmann Portfolio ($79.6 million; 5.2%);
   * 260-261 Madison Avenue ($67.0 million; 4.4%); and
   * Garden Variety Apartments Portfolio ($40.7 million; 2.7%).

Eleven loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $32.5 million.  Four
loans, representing 4.2% of the pool, are in special servicing.
Moody's has estimated aggregate losses of approximately $7.8
million for the specially serviced loans.  Thirty-five loans,
representing 11.9% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 operating results for
approximately 94.7% of the performing loans and partial year 2005
operating results for approximately 79.9% of the performing loans.
Moody's loan to value ratio for the conduit component (excluding
the defeased loans) is 88.5%, essentially the same as at Moody's
last full review in February 2004 and compared to 88.9% at
securitization.  The upgrade of Classes C, D and E is due to a
large percentage of defeased loans, stable overall pool
performance and increased subordination levels.  The downgrade of
Class H and I is due to realized losses and anticipated losses
from the specially serviced loans.

The largest shadow rated loan is the 180 Water Street Loan ($69.2
million - 4.5%), which is secured by a 505,000 square foot office
building located in the Financial District submarket of
New York City.  The property is 100.0% leased to the City of New
York Department of Citywide Administrative Services (Moody's
general obligation bond rating of New York City -- A1) under a
long-term lease which expires in June 2018.  The loan matures in
July 2018.  Moody's current shadow rating is Ba1, the same as at
last review.

The second shadow rated loan is the 260-261 Madison Avenue Loan
($67.0 million - 4.4%), which defeased.

The top three non-defeased conduit exposures represent 14.3% of
the outstanding pool balance.  The largest non-defeased conduit
exposure is the Butera Portfolio ($75.7 million - 4.9%), which is
secured by a portfolio of seven industrial properties, five office
buildings and two retail centers.  The properties, which are
located in Maryland (13) and West Virginia (1), total 1.4 million
square feet.  The portfolio's overall occupancy is 96.0%,
essentially the same as at last review.  Performance has been
impacted by increased expenses.  Moody's LTV is 91.5%, compared to
89.1% at last review.

The second largest non-defeased conduit exposure is the Patriot
American Portfolio Loan ($73.0 million - 4.8%), which is secured
by two full service hotel properties.  The Wyndham Greenspoint
Hotel is located in Houston, Texas and contains 472 guestrooms.
Occupancy and RevPAR for the trailing 12 month period ending
October 2005 were 86.0% and $78.00 respectively, compared to 67.0%
and $62.00 at last review.  The Chicago Embassy Suites is located
in Chicago, Illinois and contains 358 rooms.  Occupancy and RevPAR
for the trailing 12 month period ending October 2005 were 77.0%
and $144.00 respectively, compared to 75.0% and $119.00 at last
review.  Moody's LTV is 98.1%, compared to in excess of 100.0% at
last review.

The third largest non-defeased conduit exposure is the L'Enfant
Plaza Loan ($69.6 million - 4.5%), which is a participation
interest in a $139.2 million loan secured by a mixed use complex
located in southwest Washington, D.C.  The collateral consists of
889,000 square feet of office and retail space and a 370-room
Loews Hotel.  The commercial component is 92.0% leased.  The
hotel's RevPAR for calendar year 2004 was $120.57, compared to
$109.87 at last review.  Moody's LTV is 86.4%, compared to in
excess of 100.0% at last review.

The CTL component includes 37 loans secured by properties under
bondable, triple-net, or double-net leases.  The largest exposures
are:

   * Motel 6/Accor SA (50.3% of the CTL component); and

   * CVS (21.8%; Moody's senior unsecured rating A3 -- stable
     outlook).

The pool's collateral is a mix of:

   * U.S. Government securities (29.5%),
   * office (19.9%),
   * retail (12.1%),
   * multifamily (11.3%),
   * CTL (11.9%),
   * lodging (7.4%),
   * industrial and self storage (6.8%), and
   * healthcare (1.1%).

The collateral properties are located in 34 states plus
Washington, D.C.  The highest state concentrations are:

   * New York (21.7%),
   * California (17.0%),
   * New Jersey (11.4%),
   * Washington, D.C. (10.9%), and
   * Texas (8.3%).

All of the loans are fixed rate.


DELPHI CORP: Gets Court Approval to Renew ACE Insurance Agreements
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Jan. 3,
2006, Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to:

    (1) renew or enter into new insurance policies with ACE
        American Insurance Company and its affiliates and to
        execute and deliver all related documents and agreements;

    (2) assume insurance policies and related agreements with the
        Insurers, including:

        (a) a Multi-Line Deductible Program Agreement, effective
            as of October 1, 2000, between Pacific Employers
            Insurance Company and the Debtors, including all
            related amendments and addenda;

        (b) all General Liability Policies issued to the Debtors
            and all related renewals, extensions, and
            endorsements;

        (c) all Automobile Liability Policies issued to the
            Debtors, including all related renewals, extensions,
            and endorsements;

        (d) all Workers' Compensation Policies issued to the
            Debtors, including all related renewals, extensions,
            and endorsements;

        (e) the binder related to the Insurance Policies; and

        (f) the claims administration agreements related to the
            Insurance Policies; and

    (3) replace the existing $5,388,967 cash collateral provided
        to the Insurers prepetition with an irrevocable letter of
        credit in an amount equal to the Cash Collateral.

                        *     *     *  

The Court authorizes the Debtors to assume their Insurance
Agreements with ACE American Insurance Company.

The Debtors are authorized, but not directed, to replace the
$5,388,967 of existing cash collateral with a new, irrevocable
letter of credit in the same amount as the Cash Collateral, in
form and substance acceptable to the Insurers, and issued by a
financial institution acceptable to the Insurers.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Appaloosa's Equity Panel Motion Draws More Objections
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Jan. 2,
2006, Appaloosa Management L.P., one of Delphi Corporation's
largest shareholders, owning beneficially 9.3% of Delphi's issued
and outstanding shares, asks the Honorable Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
direct the United States Trustee for the Southern District of New
York to appoint an official committee of equity security holders
to serve in Delphi Corporation and its debtor-affiliates' Chapter
11 cases.

                      *     *     *

           Objections of Debtors, U.S. Trustee,
            Creditors Committee & Wilmington

(1) Debtors

The Debtors maintain that the interests of Law Debenture Trust
Company of New York are adequately represented by the current
composition of the Official Committee of Unsecured Creditors.  
The U.S. Trustee has formed a committee that adequately
represents the interests of unsecured creditors, including the
subordinated noteholders.

Moreover, the Creditors' Committee has shown an ability to
adequately and properly perform its duties.  It was actively
involved in, among other things:

   (a) reviewing the Court's First Day Orders;

   (b) reviewing every request that is filed in the Debtors'
       Chapter 11 cases;

   (c) providing the Debtors with hundreds of information
       requests on virtually every material subject area in their
       cases;

   (d) negotiating a resolution to the Debtors' supply chain
       issues, which includes daily onsite oversight by the
       Committee's professionals at the Debtors' worldwide
       headquarters in Michigan; and

   (e) negotiating the Key Employee Compensation Program and
       other long-term incentive plans for the Debtors'
       employees.

The Debtors contend that there is no evidence to prove that any
conflict on the Creditors Committee with respect to maximizing
value or that the representatives of the interests of the
subordinated notes have not had a meaningful voice.

The Creditors Committee has also noted that it is able to perform
its fiduciary duties without Law Debenture's assistance.  The
Debtors oppose any expansion or reconstitution of the Committee
to include Law Debenture.

(2) U.S. Trustee

Deirdre A. Martini, the United States Trustee for Region 2,
asserts that the reconstitution of the Committee is not warranted
because:

   (i) she has properly exercised her discretion in declining to
       reconstitute the Committee;

  (ii) her formation of the Committee was not arbitrary or
       capricious; and

(iii) the Subordinated Bondholders are adequately represented on
       the Committee.

Accordingly, the U.S. Trustee asks Judge Drain to deny Law
Debenture's request.

(3) Creditors Committee

The Official Committee of Unsecured Creditors objects to Law
Debenture's request on the grounds that it is unnecessary and is
not in the best interests of the Debtors, their Chapter 11
estates, or the various creditor constituencies in their Chapter
11 cases.

The Creditors Committee asserts that it adequately represents the
interests of all unsecured creditors in the Debtors' cases.
Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
notes that the Committee, as presently constituted, includes
members that are representative of each type and priority of
unsecured debt in the Debtors' cases, explicitly including the
subordinated debt.  These members, Mr. Rosenberg says, owe a
fiduciary duty to all unsecured creditors, not just to any
similar constituency that it purports to represent.

Therefore, the Committee members are entitled to a presumption
that they will fulfill their fiduciary duty and thus represent
the interests of the Subordinated Noteholders as well as all
other unsecured creditors, Mr. Rosenberg maintains.

"Considering the progress that the Committee has made to date,
[its] effective internal working relationships and the developing
relationship with the Debtors, and the extraordinary work still
to come in [the Debtors'] cases, the addition of such a self-
interested actor on the Committee could have unfortunate
consequences for [the Debtors'] cases," Mr. Rosenberg tells Judge
Drain.

Capital Research and Management, co-chair of the Committee and
the holder of approximately $530,000,000 in principal amount of
Delphi Senior and Subordinated Notes, supports the Creditors
Committee's Objection.

(4) Wilmington Trust

Wilmington Trust Company is the indenture trustee with respect to
certain senior notes and debentures in the aggregate principal
amount of $2,000,000,000 issued by Delphi Corp.

Wilmington also serves as Delaware Trustee under an Amended
and Restated Declaration of Trust dated as of October 28, 2003,
and an Amended and Restated Declaration of Trust dated as of
November 21, 2003, with respect to Delphi Trust I and Delphi
Trust II.

In this regard, Wilmington clarifies that it has no legal
authority or obligation to represent the interests of Delphi
Trust I and Delphi Trust II, as holders of the 8.25% Junior
Subordinated Notes Due 2033, and adjustable Rate Junior
Subordinated Notes due 2033, issued by Delphi.

According to Wilmington, Law Debenture represents the interests
of:

   (a) the holders of the trust preferred securities issued by
       the Delphi Trusts, in its capacity as property trustee for
       each of the Delphi Trusts; and

   (b) the Holders of the Subordinated Notes, in its capacity as
       successor indenture trustee for each of the issues of
       Subordinated Notes.

In its capacity as member of the Committee, however, Wilmington
assures the Court it is fully cognizant of its responsibility to
serve the interests of the entire class of unsecured creditors,
and its ability to discharge that duty is not in any way
compromised by its concurrent roles as Indenture Trustee or
Delaware Trustee.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DRS TECHNOLOGIES: S&P Rates Proposed $325 Mil. Senior Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services held certain ratings on DRS
Technologies Inc., including the 'BB-' corporate credit rating, on
CreditWatch, where they were placed with negative implications on
Sept. 22, 2005.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $325 million senior unsecured notes due
2016, and its 'B' rating to the proposed $250 million subordinated
notes due 2018.  The notes will be issued under an existing Rule
415 shelf registration.  In addition, the bank loan and recovery
ratings on the proposed $700 million credit facility, which was
increased by $50 million, are affirmed.  The ratings on the
proposed credit facility and notes are not on CreditWatch.
     
On Oct. 5, 2005, Standard & Poor's indicated that if the proposed
acquisition of Engineered Support Systems Inc. (ESSI) is completed
on terms similar to those presented, it would affirm ratings on
DRS and remove them from CreditWatch.  The outlook would be
negative.
      
"The pending affirmation reflects expected improvements in program
and customer diversity as a result of the $2 billion, largely debt
financed acquisition," said Standard & Poor's credit analyst
Christopher DeNicolo.  "However, the improved business risk
profile is offset somewhat by the increase in leverage and
deterioration in cash flow protection measures," the analyst
continued.

DRS has offered $43 for each share of ESSI stock to be paid 70% in
cash and 30% in DRS stock.  The cash portion, including fees and
expenses and repaying bank debt at DRS and ESSI, will be financed
with:

   * cash on hand,
   * $523 million of proceeds from the new credit facility, and
   * the $875 million of new public debt securities.

As a result of the transaction, fiscal 2006 (ending March 31,
2006) pro forma debt to EBITDA is expected to increase above 5x,
from previous expectations of 3.5x-4x for DRS standalone.
Similarly, funds from operations to debt is likely to decline to
the 10%-15% range from over 20%.  The significant equity portion
of the purchase consideration limits the impact on debt to
capital, which will increase to 60% from around 50% currently.

However, the acquisition will:

   a) improve DRS' program diversity;

   b) increase its exposure to the U.S. Air Force; and

   c) provide a service offering (that should be less vulnerable
      to funding pressures) to complement its existing largely
      product portfolio.

The transaction is expected to close by Jan. 31, 2006.


EARLE M. JORGENSEN: Reliance Merger Cues S&P's Developing Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch on
'B+'-rated Earle M. Jorgensen Co. to developing from positive
following the company's announcement that it signed a definitive
agreement to be acquired by Reliance Steel & Aluminum Co.
(unrated) for $934 million.  The transaction will be comprised of
cash, stock, and the assumption of approximately $291 million of
Earle M. Jorgensen debt.
     
"The CreditWatch developing implication reflects the uncertainties
surrounding the ultimate ratings on Earle M. Jorgensen's secured
notes, which have a change-of-control provision," said Standard &
Poor's credit analyst Dominick D'Ascoli.
     
The merger is subject to:

   * shareholder approval,

   * regulatory approvals, and

   * the registration of the shares of Reliance common stock being
     issued as stock consideration.


ECHOSTAR COMMS: Moody's Affirms Convertible Sub. Notes' B2 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS Corporation
(EDBS) following the company's announcement of a proposed $1
billion senior unsecured debt issuance (not rated by Moody's) at
EDBS.  The company intends to use the proceeds of the offering to
redeem the approximately $450 million of outstanding 9-1/8% Senior
Notes due 2009 at EDBS, as well as for general corporate purposes.
The current ratings can sustain the modest increase in leverage of
less than 0.5 times debt-to-EBITDA, pro forma for the new issuance
and incorporating retirement of the outstanding notes.

EchoStar's ratings continue to reflect expectations of higher
costs to grow and retain subscribers in an increasingly
competitive operating environment and lack of clarity on
management's operational and fiscal strategies.  

EchoStar's:

   * solid liquidity position (based predominantly on cash
     balances of approximately $2 billion pro forma for the
     transaction);

   * its substantial and growing subscriber base of over
     12 million; and

   * modest positive free cash flow

support the ratings.

The outlook remains stable.

Moody's took these actions:

  EchoStar Communications Corporation:

     * Corporate Family Rating -- Ba3 (affirmed)
     * Convertible Subordinated Notes -- B2 (affirmed)
     * Speculative Grade Liquidity Rating -- SGL-1 (affirmed)

  EchoStar DBS Corporation:

     * Senior Unsecured Notes due 2014 -- Ba3 (affirmed)

Moody's will withdraw the Ba3 ratings on the 9.125% senior
unsecured notes due 2009 upon the closing of the proposed
financing and the subsequent retirement of these notes.

The Ba3 corporate family rating continues to reflect:

   * expectations of higher costs to grow and retain subscribers
     in an increasingly competitive operating environment;

   * ongoing concerns about diminishing returns on invested
     capital and the EchoStar's long term strategic position as a
     one product company; and

   * moderate leverage of 3.6 times (pro forma for the transaction
     and incorporating retirement of the 9.125% senior notes).

Although management seems to have moderated the aggressive equity
rewards program of 2004 (which totaled $1.265 billion), lack of
clarity on fiscal policy remains a concern.  Incremental risks
associated with:

   * the lack of management guidance,
   * flexible indenture agreements, and
   * volatility in performance

also constrain the rating.

Supporting the ratings are:

   * EchoStar's solid liquidity position (based predominantly on
     cash balances of approximately $2 billion pro forma for the
     transaction);

   * its substantial and growing subscriber base of over
     12 million; and

   * modest positive free cash.

The ratings continue to incorporate short-term uncertainties
regarding the company's intentions for its substantial cash
balances; no restriction on utilization of this cash for strategic
short term purposes exists.  EchoStar's lack of a bundled offering
creates inherent business risk which demands greater flexibility
and a stronger credit profile than its cable TV competitors, in
Moody's view.  Should EchoStar expand its product offerings,
Moody's would consider the ratings in the context of anticipated
upfront costs, returns, and the likely impact on margin and free
cash flow.  Moody's also expects continued intense competition
from DirecTV.

The stable ratings outlook at Ba3 incorporates Moody's concerns
over EchoStar's long term competitive growth prospects and lack of
guidance on both management's strategic plans and potential for
continued shareholder returns, balanced by the sizeable and still
growing subscriber base and high cash balance.

Application of cash on hand to reduce debt on a sustained basis
could provide upward rating momentum, assuming Moody's believed
that such leverage reduction did not occur at the expense of its
competitive position or financial flexibility.  Sustained use of
cash toward shareholder rewards or strategic ventures with
negative implications for EchoStar's credit profile could result
in a negative rating outlook or pressure the ratings downward,
particularly if leverage were to increase beyond 5.0 times.
Satellite failures or capacity constraints could also have
negative ratings implications.

Pro forma for the transaction and incorporating retirement of the
9-1/8% notes, EchoStar's leverage increases modestly to
approximately 3.6 times on debt-to-EBITDA on a trailing twelve
months basis through Sept. 30, 2005 but remains below the 5 times
level of the company throughout most of 2004.  Moody's has
historically hesitated to consider EchoStar's leverage on a net
basis due to the unlikelihood that cash would be used to pay down
debt; continued share repurchase activity combined with the
absence of debt reduction substantiates this approach.
Furthermore, EchoStar's evolving subscriber acquisition strategies
(including set top box leasing, discounting) make EBITDA margins
less informative, and Moody's focuses more on subscriber
acquisition costs and free cash flow.

EchoStar Communications Corporation is a leading provider of
direct broadcast satellite pay television services to
approximately 12 million subscribers.  The company maintains its
headquarters in Englewood, Colorado.


ECHOSTAR COMMS: Fitch Rates Proposed $1 Billion Sr. Notes at BB-
----------------------------------------------------------------
Fitch Ratings affirmed Echostar Communications Corporation's 'BB-'
Issuer Default Rating, and affirmed the 'B' rating on the
convertible subordinated notes.  Fitch also affirms the 'BB-'
rating on the senior unsecured notes issued by Echostar's wholly
owned subsidiary Echostar DBS Corporation.

In addition, Fitch has assigned a 'BB-' rating to the proposed
offering of $1 billion in senior notes in accordance with SEC rule
144A.  Approximately $5.9 billion of debt as of the end of the
third quarter is affected by Fitch's action.  The rating outlook
is stable.

The company intends to use the proceeds from the proposed offering
to redeem Echostar DBS Corporation's outstanding 9.125% senior
notes due 2009, of which approximately $442 million was
outstanding as of the end of third-quarter 2005.  The balance of
the proceeds from the issuance will be used for general corporate
purposes.  The offering will increase overall debt balances by
approximately $558 million and will slow the pace of expected
improvement in credit protection metrics during 2006.  Pro forma
for the issuance as of the end of the third quarter of 2005
consolidated debt would increase to approximately $6.5 billion and
leverage (on a latest 12-month basis) would increase to 3.6 times
from 3.3x on an actual basis.

Fitch anticipates that during 2006 the company will continue to
grow EBITDA.  However, free cash flow levels are expected to be
consistent with 2005 free cash flow levels.  Fitch expects
leverage to decline to 2.9x by the end of 2006 and, when adjusting
for capitalized subscriber acquisition costs, Fitch expects
leverage to decline to 4.7x by the end of 2006.

Fitch's ratings reflect:

   * Echostar's size and scale as the third-largest multi-channel
     video programming distributor in the country;

   * the company's solid liquidity position as evidenced by nearly
     $1.6 billion of cash and marketable securities on its balance
     sheet at the end of third-quarter 2005, which increases to
     approximately $2.1 billion pro forma for the proposed
     issuance; and

   * improving credit protection metrics.

In addition, the ratings incorporate Fitch's expectation for
continued EBITDA growth and free cash flow generation.  Risks to
Echostar's credit profile include uncertainty related to the
expected use of material amounts of cash on the company's balance
sheet, as well as expected free cash flow.

Balanced against these attributes, the ratings also consider the
company's lack of revenue and service diversity, and the
increasing business risks connected to Echostar's credit profile
stemming from the intense competition for subscriber market share
with cable MSOs (multiple system operators) and other direct
broadcast satellite providers.  Fitch expects the competition for
subscriber market share to intensify as the RBOCs (regional bell
operating companies) introduce video services.

Moreover, from Fitch's perspective, the ratings also reflect
Echostar's weak competitive position from which to respond to the
changing and riskier operating environment that highlights the
importance of a bundle of services.  Relative to the cable and
telephone companies, Echostar lacks the revenue and service
diversity enjoyed by the other industry participants.  Fitch
considers this narrow product focus, resulting from the
limitations inherent with Echostar's satellite infrastructure, to
be a competitive disadvantage which will constrain Echostar's
ability to generate revenue and cash flow growth.

Fitch believes that the services offered by the cable MSOs and the
telephone companies in the residential markets will converge,
leaving Echostar's market share vulnerable to competition.  Absent
material investment in upgraded technology at the satellite
infrastructure and customer premise equipment levels, Fitch
believes these factors will continue to erode the company's longer
term competitive position.

Echostar's Stable Rating Outlook reflects the consistent
subscriber economic trends and the positive EBITDA and free cash
flow prospects expected during 2006, balanced with the very
competitive operating environment.  Outside of the announced share
repurchase authorization, Fitch views the use of cash for
shareholder-friendly actions as an erosion of financial
flexibility that could result in pressure on the ratings or in a
rating outlook revision.


ECHOSTAR DBS: S&P Rates Proposed $1 Billion Senior Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $1 billion senior notes due 2016 of EchoStar DBS
Corp., a subsidiary of satellite direct to home (DTH) TV provider
EchoStar Communications Corp. (EchoStar; BB-/Stable/--).  The
notes are being offered under Rule 144A with registration rights,
with proceeds being used to call the $442 million 9.125% senior
notes due 2009 and for general corporate purposes.  The 'BB-
'corporate credit rating on EchoStar and its subsidiaries was
affirmed.
      
"The transaction will boost EchoStar's cash balance by about $500
million and increase gross debt to EBITDA leverage modestly to
about 3.6x, from 3.3x, for the 12 months ended Sept. 30, 2005, but
still within acceptable limits for the rating," said Standard &
Poor's credit analyst Eric Geil.
     
The ratings on EchoStar continue to reflect intense competition
against cable TV system operators and larger DTH rival The DIRECTV
Group Inc.  Rising concern surrounds risk to the company's longer-
term competitive position because of its inability to provide the
high-speed data, voice, and other two-way services available from
cable companies, and likely to be offered by phone companies over
the next few years.

Other concerns include:

   * high subscriber acquisition costs to support customer growth;

   * satellite capacity constraints to provide high definition
     channels; and

   * financial policy uncertainty and potential share repurchases
     or dividends.

Tempering factors include:

   * healthy customer and revenue momentum;
   * scale advantages from EchoStar's large subscriber base; and
   * rising discretionary cash flow.


ENDURANCE SPECIALTY: Promotes Susan Patschak as Operations Chief
----------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) promoted two senior
executives at Endurance Specialty Insurance Ltd., its Bermuda
operating subsidiary.

Susan J. Patschak will become Executive Vice President and Chief
Operating Officer and Christopher T. Schaper will become Executive
Vice President and Head of Reinsurance Operations.  Both
executives will report to Daniel M. Izard, President of Endurance
Specialty Insurance Ltd.  Both promotions are effective upon
approval by the Bermuda Department of Immigration.

Susan Patschak joined Endurance in September of 2004 and was most
recently Senior Vice President of the Company's Property Treaty
unit.  Ms. Patschak is also currently a member of Endurance's Loss
Reserve Committee.  From 2002 to 2004, Ms. Patschak served as
Global Chief Actuary of ACE where she was responsible for
coordinating and consolidating all actuarial functions of the
group.  Ms. Patschak began her insurance career with the Wyatt
Company in Washington D.C. as an Actuarial Assistant.  Shortly
thereafter, Ms. Patschak joined Tillinghast - Towers Perrin where
she held numerous management positions, including
Property/Casualty Sector Leader for North America and Managing
Director of Latin America and Asia/Pacific.  Ms. Patschak was the
liaison between Tillinghast and Towers Perrin Reinsurance,
promoting joint marketing of services for these two divisions of
Towers Perrin and she served as the Location Manager for the
Atlanta, Philadelphia, and Bermuda offices.

Ms. Patschak received her Bachelor of Science degree in
mathematics from the University of Maryland.  Recently elected
Vice Chairman of the Bermuda Independent Underwriters Association,
Ms. Patschak is also a member of the American Academy of
Actuaries, a Fellow of the Casualty Actuarial Society, and a Board
member of the Leadership Foundation of America.

Christopher Schaper was most recently Senior Vice President and
Head of the Casualty Treaty Reinsurance Group within Endurance
Specialty Insurance Ltd.  In his new role, Mr. Schaper will be
responsible for all of the Company's property and casualty
reinsurance business.  Mr. Schaper joined Endurance in 2002 and
has 20 years of experience within the insurance and reinsurance
industry.  Prior to joining Endurance, Mr. Schaper was Director of
Underwriting at Gerling Global Financial Products where he was
involved with underwriting and structuring financial risk
products.  Previously, Mr. Schaper was with GE/ERC and was
responsible for underwriting treaty reinsurance for the
National/Global Treaty Reinsurance group.  Prior to this, Mr.
Schaper underwrote facultative reinsurance at ERC, held
underwriting positions within the insurance industry for property
and casualty lines at CIGNA, as well as USF&G, and he began his
career at the National Council on Compensation Insurance.  Mr.
Schaper has extensive experience in pricing and structuring risk
as well as developing risk management procedures for corporate
underwriting initiatives.

Mr. Schaper holds a Masters Degree in International Business from
Johns Hopkins University and is a Chartered Property Casualty
Underwriter.

In announcing these promotions, Daniel Izard commented, "The new
roles for these two talented individuals will greatly enhance
Endurance Specialty's ability to execute its strategic objectives.  
Susan brings a strong technical background to Endurance, enhanced
by her many years of marketing and management experience.  Chris's
impressive and varied underwriting background provides him with
insights and leadership skills which will improve our ability to
move these important segments forward.  I look forward to working
with both of them in the years ahead."

Kenneth LeStrange, Chairman, President, and CEO of Endurance
Specialty Holdings Ltd. said, "I am very pleased to see these two
fine executives taking on these new roles at Endurance.  Susan and
Chris have each demonstrated an ability to make a difference
through their market knowledge, energy, and insight.  With their
increased responsibilities, they are in a position to expand their
influence and make an even greater contribution to the success of
our organization."

Endurance Specialty Holdings Ltd. -- http://www.endurance.bm/--  
is a global provider of property and casualty insurance and
reinsurance.  Through its operating subsidiaries, Endurance
currently writes property per risk treaty reinsurance, property
catastrophe reinsurance, casualty treaty reinsurance, property
individual risks, casualty individual risks, and other specialty
lines.  Endurance's headquarters are located at Wellesley House,
90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address
is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-
la-Ville Road, Hamilton HM 11, Bermuda.

                        *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and senior debt ratings on Endurance Specialty Holdings
Ltd. (NYSE:ENH; Endurance).

S&P said the outlook is positive.

At the same time, Standard & Poor's assigned its 'BBB' preliminary
senior debt rating, 'BBB-' preliminary subordinated debt rating
and 'BB+' preliminary preferred stock rating to Endurance
following the company's increasing its existing universal shelf to
$750 million in debt capacity from the existing $250 million.


EVANS SYSTEMS: Stephenson & Trlicek Raises Going Concern Doubt
--------------------------------------------------------------
Stephenson & Trlicek, PC, expressed substantial doubt about Evans
Systems, Inc.'s, ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations and working capital
deficiency.

The Company's auditors can be reached at:

       Stephenson & Trlicek, P.C.
       485 N Jefferson Street
       La Grange, Texas

                   Fiscal Year 2005 Results

Evans Systems incurred a $868,000 net loss for the fiscal year
ended Sept. 30, 2005, versus a $332,000 net loss in the prior
year.  Consolidated revenues from continuing operations, now
consisting of only the Company's environmental segment, increased
approximately 5%, from $973,000 of revenue at Sept. 30, 2004 to
$1,019,000 of revenue at Sept. 30, 2005.

At Sept. 30, 2005, Evans Systems' balance sheet showed $2,498,000
in total assets and liabilities of $4,216,000, resulting in a
stockholders' deficit of $1,718,000.  The Company had a net
working capital deficit of $810,000 at Sept. 30, 2005, as compared
with a deficit of $144,000 at Sept. 30, 2004.                

As of Sept. 30, 2005, Evans Systems was in default under the terms
of a note issued to McLane Company, Inc., for failing to make
timely payments in full as stated in the agreements.  The Company
is required to make 12 monthly payments of $3,717 each pursuant to
the McLane note.

                  About Evans Systems

Evans Systems,  Inc., dba MC Star, and its subsidiaries operate 3
convenience stores selling gasoline, merchandise and fast food to
the motoring public, provides environmental remediation services
in southern Texas and provides freight deliver services of
petroleum products.  In December 2005, the Company sold its
inventory in its remaining operating convenience stores with the
intent the stores and store equipment will be leased to outside
operators, effectively discontinuing its Texas Convenience Store
Segment operations.


FM LEVERAGED: Moody's Rates $12 Million Class E Rate Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by FM Leveraged Capital Fund I.

Moody's assigned these ratings:

   1) Aaa to the U.S. $245,520,000 Class A First Priority Senior
      Floating Rate Delayed Draw Notes Due 2017;

   2) Aa2 to the U.S. $35,300,000 Class B Second Priority Senior
      Floating Rate Notes Due 2017;

   3) A2 to the U.S. $24,600,000 Class C Third Priority Deferrable
      Floating Rate Notes Due 2017;

   4) Baa2 to the U.S. $24,600,000 Class D Fourth Priority
      Deferrable Floating Rate Notes Due 2017; and

   5) Ba2 to the U.S. $12,200,000 Class E Fifth Priority
      Deferrable Floating Rate Notes Due 2017.

The ratings reflect:

   * Moody's evaluation of the underlying collateral as of the
     Closing Date;

   * the transaction's structure;

   * the draft legal documentation; and

   * the expertise of the manager, Friedberg Milstein, LLC.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Merrill Lynch & Co., is a
securitization of middle market loans.


FORMICA BERMUDA: Moody's Rates $270 Million Debt Securities at B2
-----------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating to
Formica Corporation, a subsidiary of Formica Bermuda Holdings
Ltd., to reflect:

   * the company's high leverage;
   * short post bankruptcy operating history; and
   * low margins.

The ratings benefit from the company's impressive brand name
recognition and significant market share.

Moody's has assigned these ratings:

   * $60 million Revolving Credit Facility, rated B2;
   * $210 million First Lien Term Loan, rated B2; and
   * Corporate Family Rating, rated B2.

Proceeds from the debt issuance will primarily go towards
refunding existing debt and to pay a $30 million dividend.  The
company's largest shareholders are the investment firms:

   * Cerberus Capital Management, L.P.; and
   * Oaktree Capital Management, LLC.

Moody's understands that the company does not expect to rely on
the revolver except for unanticipated seasonal working capital
needs.  The company's covenants are currently being set and are
anticipated to give the company a good cushion.  The company's
restricted payments basket was an important consideration in the
rating as it limits the maximum dividend to $30 million.

The ratings consider the:

   * company's high leverage;
   * history of weak free cash flow generation; and
   * low return on assets.  

The ratings also reflect:

   * the difficulty in projecting the company's long term
     performance given recent years' volatile financial
     performance;

   * the competitive climate;

   * its cost structure; and

   * various trends in new products including the move from
     laminates to solid surfacing, engineered stone, and granite.

Moody's current expectation is for Formica's average revenue
growth over the next five years to be in the low to mid single
digits.

The company's pro forma FYE 2005 debt to EBITDA, as calculated by
Moody's (including adjustments for leases and pension
liabilities), is approximately 4.8 times and debt to
capitalization for the same period is approximately 74%.  Moody's
notes that the company's financial statements are adjusted by
using standard adjustments per Moody's Ratings Methodology report
dated July 2005.  Moody's also notes that the company's
anticipated leverage ratios, interest coverage, and overall
business outlook is more optimistic than those incorporated by
Moody's into the rating.

The company's ratings benefit from:

   * the sponsor's equity investment;

   * Formica's well known brand name; and

   * an extensive international presence with distribution
     networks on four continents.

The assigned ratings also benefit from a broad product line that
includes HPL (high pressure laminates) that is primarily offered
to the non-residential marketplace.  Required investments in
machinery as well as distribution networks combined with probable
low return on investment reduce the likelihood of new competition.
The company's balance sheet benefits from "fresh-start" accounting
that was effective May 31, 2004 for financial reporting purposes.

The stable ratings outlook reflects the expectation that the
company should improve its price competitiveness through greater
outsourcing of its manufacturing process.  Also, Moody's believes
that the company's limited exposure to the residential
construction segment should limit some of the negative impact from
higher interest rates on the company's revenues.

Formica Corporation U.S., Formica Canada, Inc., Formica Limited
U.K., and Formica S.A. (Spain) are co-borrowers under the
facility.  The U.S. borrower's credit facilities are guaranteed by
the material U.S. domestic subsidiaries and the borrowings of the
foreign borrowers are guaranteed by the material U.S. domestic and
material foreign subsidiaries of Formica Bermuda Holdings Ltd.  
The secured credit facilities are secured by a first priority lien
and security interest in all present and future capital stock of
the company's present and future subsidiaries with various
exceptions including those for controlled foreign corporations
where 65% of the voting stock will be pledged.

The ratings on the secured credit facility are the same as the
Corporate Family Rating's.  This reflects the preponderance of
debt at the senior secured level and the lack of tangible assets
that can be relied upon in a distressed scenario.  Moody's notes
that approximately 55% of the company's sales are outside of North
America and various manufacturing facilities are located overseas.

Founded in 1913 and headquartered in Cincinnati, Ohio, Formica
Corporation is one of the largest producers of decorative high-
pressure laminates in the world and a leading brand name in the
decorative surfacing products market.  Revenues for 2004 were
approximately $704 million.


FREESCALE SEMICONDUCTOR: Earns $192 Million in Fourth Quarter 2005
------------------------------------------------------------------
Freescale Semiconductor (NYSE:FSL) (NYSE:FSL.B) reported its
financial results for the fourth quarter and fiscal year ended
Dec. 31, 2005.

Fourth quarter highlights include:

     * net sales of $1.48 billion;
     * operating earnings of $202 million or 13.7% of net sales;
     * gross margin of 45.4%; and
     * net earnings of $192 million.

Fiscal Year 2005 highlights include:

     * net sales of $5.84 billion;
     * operating earnings of $600 million or 10.3% of net sales;
     * gross margin of 42.6%;
     * net earnings of $563 million; and
     * repurchase of 4 million shares of Freescale's common stock.

"We delivered on our commitments in 2005," Michel Mayer, chairman
and CEO, said.  "We are pleased with this performance, but clearly
are not yet satisfied.  We are focusing on a number of initiatives
to enhance operating results and grow revenues in 2006 and
beyond."

                          Net Earnings

Net earnings for the fourth quarter of 2005 were $192 million,
compared to $164 million in the third quarter of 2005 and        
$5 million in the fourth quarter of 2004.

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE:FSL) (NYSE:FSL.B) -- http://www.freescale.com/-- is a  
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets.  Freescale became a publicly
traded company in July 2004. The Company has design, research and
development, manufacturing or sales operations in more than 30
countries. Freescale, a member of the S&P 500(R), is one of the
world's largest semiconductor companies with 2005 sales of     
$5.8 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 05, 2005,
Moody's Investors Service upgraded the corporate family and senior
unsecured debt ratings of Freescale Semiconductor Inc. to Ba1 from
Ba2.  The ratings outlook is stable.


GARDEN STATE: Wants Until April 5 to File Chapter 11 Plan
---------------------------------------------------------
Garden State MRI Corporation asks the U.S. Bankruptcy Court for
the District of New Jersey to further extend, until April 5, 2006,
the time within which it can file a plan of reorganization.  The
Debtor also wants until June 5, 2006, to solicit acceptances of
that plan.

The Debtor tells the Court that it has been involved in
negotiations with the Golestaneh entities and secured creditors to
reach a global settlement that would be the basis for a
reorganizing plan.  Those negotiations have not been finalized.

The extension will allow the Debtor to:

   * continue to stabilize its business, and

   * implement its long-term business plan in order to complete
     negotiations for a chapter 11 plan.

Furthermore, the extension will not prejudice the legitimate
interest of any creditor or equity security holder.  The Debtor
has been making timely payment on their postpetition obligations.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient  
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GARDENBURGER INC: Court Scraps Proposed Reclamation Procedures
--------------------------------------------------------------
Gardenburger, Inc., failed in its bid to institute procedures for
the liquidation and treatment of valid reclamation claims after
the Hon. James N. Barr of the U.S. Bankruptcy Court for the
Central District of California in Santa Ana denied the Debtor's
motion.

The Debtor sought to implement a consensual procedure for treating
reclamation demands and resolving related disputes in order to
avoid the cost and inconvenience of defending reclamation claims.  
The face amount of reclamation demands filed against the Debtor
totaled approximately $256,000 as of December 2005.

               Proposed Reclamation Procedures

Section 546 (c) of the Bankruptcy Code authorizes vendors to
reclaim goods sold to a debtor in the ordinary course of business,
subject to certain limitations.  The Bankruptcy Court may deny
reclamation to a vendor only if it:

      -- grants the vendor an administrative expense priority
         claim; or

      -- secures the vendor's claim with a lien.
  
David S. Kupetz, Esq., at SulmeyerKupetz, PC, tells the Bankruptcy
Court that granting liens to reclamation claimant would violate
the agreements governing the Debtor's post-petition financing
arrangements or render these arrangements implausible.

Since granting liens to vendors is impossible, the Debtor wants
the Bankruptcy Court to approve reclamation procedures designed to
determine the allowed amount of each Vendor's claim.

The proposed reclamation procedures directs the Debtor to file a
reclamation claims report indicating the valued of each vendor's
reclamation claim as determined by the Debtor's internal audit.
    
Vendors may object to the reclamation claims report and ask the
Bankruptcy Court for the determination of the amount of its claim
within 15 days after the report is filed.

The reclamation procedures will constitute the vendors' sole
remedies with respect to their reclamation demands.  Vendors will
not be required to take any procedural steps in order to preserve
their reclamation claims.

A list of vendors who have submitted reclamation demands is
available for free at http://researcharchives.com/t/s?46e

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and  
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENBURGER INC: Secures Insurance Premium Financing from PFS
--------------------------------------------------------------
The Hon. James N. Barr of the U.S. Bankruptcy Court for the
Central District of California in Santa Ana approved the insurance
premium financing agreement between Gardenburger, Inc., and
Premium Financing Specialists, Inc.

The Debtor needs approximately $269,148 to pay annual premiums due
on eight insurance policies:

    Insurance Company                         Premium
    -----------------                         -------
    Liberty Mutual Insurance Co.             $130,660
    Wausau General Insurance Co.               62,452
    Underwriters at Lloyds London              27,692
    Employers Insurance Co. of Waus            20,144
    Federal Insurance Co.                      11,525
    Federal Insurance Co.                       7,900
    Wausau General Insurance Co.                6,275
    Great Northern Insurance, Co.               2,500
                                             --------
    Total                                    $269,148

The Debtor will make a $69,161 cash down payment to PFS and pay
off the $199,986 balance in nine equal monthly installments of
$22,874 each for total payments of $205,865 -- including
$5,878 in finance charges.  The loan accrues interest at 7%
interest per annum.

To secure the loan, the Debtor grants PFS liens and security
interests in:

    -- the unearned or return premiums and dividends that may
       become payable under the insurance policies; and

    -- loss payments that reduce the unearned premiums, subject to
       any mortgagee or loss payee interests.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and  
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GMAC: GM's Planned Stake Sale Prompts Moody's to Hold Ba1 Rating
----------------------------------------------------------------
Moody's affirmed GMAC's Ba1 senior unsecured and Not Prime short-
term ratings, while keeping the senior unsecured rating under
review with direction uncertain and the short-term rating under
review for possible upgrade.  Moody's also affirmed its Baa3
senior debt rating and Prime-3 short-term debt rating for
Residential Capital Corporation, while also keeping the ratings
under review with direction uncertain.  The ratings were first
placed on review on Oct. 17, 2005, following GM's announcement
that it would seek to sell a controlling interest in GMAC to a
strategic investor in an effort to improve GMAC's access to lower-
cost unsecured funding.

Moody's has said that it typically seeks to resolve ratings under
review within three months of first assigning the review status,
but that under certain circumstances, an extension of the review
status may be warranted.  The sale of GMAC continues to be a
developing situation in which no definitive sale agreement has
been announced, but GM officials have publicly indicated that they
are actively engaged with potential investors in due diligence.  

In Moody's view, there remains a reasonable probability that GM
will reach agreement to sell the GMAC stake, but significant
uncertainties remain related to successfully concluding the sale
process due to the complex nature of the transaction and high
execution risks.

Should Moody's come to the view that the pace of progress is such
that a definitive sale agreement is not likely to be negotiated
within a reasonable timeframe, it may re-link GMAC's ratings with
those of its parent GM.  This would probably result in a downgrade
of GMAC's senior unsecured rating to within one-notch of GM's
rating (currently B1, with a negative outlook).

Since the October announcement, GM's challenges have intensified,
increasing pressure on GMAC's stand-alone credit profile, which
Moody's had in October indicated would likely warrant a low-Baa
rating.  GMAC's stand-alone credit profile is affected by
conditions at GM due to the significant financial and operating
ties between the two firms that impact GMAC's origination levels,
asset quality, and profitability.  Moody's views GMAC's capable
liquidity management and strong risk management disciplines as
rating strengths, but a difficult funding environment and weaker
than peer profitability are additional factors constraining the
firm's stand-alone credit profile.  Moody's could decide to
downgrade GMAC's long-term rating if it believes that further
deterioration in GM's circumstances has materially worsened GMAC's
intrinsic credit profile even absent any changes in its view of
the GMAC stake sale process.

Moody's also stated that although the residential real estate
finance business of ResCap and auto finance business of GMAC are
distinct from an operating perspective, ResCap continues to have
some dependence on the support of GMAC in regards to its capital
structure.  Moody's noted that such support has continued to
substantially diminish, permitting Moody's to ascribe a single-
notch rating differential to the ResCap ratings relative to GMAC's
ratings.  However, a downgrade of GMAC's ratings would likely be
mirrored in a concurrent downgrade of ResCap's ratings as long as
there are no material changes in GMAC's corporate ownership of
ResCap.

Finally, a failure to complete a sale of a majority interest in
GMAC could result in additional pressure on General Motor's B1
rating, in Moody's opinion.  It would eliminate an important
source of cash that would be available to help fund large
liquidity requirements that GM might face.  These potential
liquidity requirements include:

   * contributions to the resolution of the Delphi reorganization;

   * an acceleration in the company's restructuring program; or

   * negative cash flow from the highly stressed automotive
     operations.

GMAC, a wholly-owned subsidiary of GM, provides retail and
wholesale financing in support of GM's automotive operations and
is one of the world's largest non-bank financial institutions.  
Its operations also include mortgage and insurance businesses.  It
reported nine-month earnings of $2.2 billion and total assets of
$314 billion at Sept. 30, 2005.

ResCap is a holding company for the real estate financing
businesses of GMAC, including:

   * GMAC-RFC Holding, and
   * GMAC Residential Holding Corp.

The principal activities of ResCap involve the origination,
purchase, servicing and securitization of residential and
commercial mortgage loans and mortgage related products.


HALVORSEN BOAT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Halvorsen Boat Company, Inc.
        1145 John Fitch Boulevard
        South Windsor, Connecticut 06074

Bankruptcy Case No.: 06-20025

Chapter 11 Petition Date: January 18, 2006

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Jon P. Newton, Esq.
                  Reid & Riege
                  One State Street
                  Hartford, Connecticut 06103
                  Tel: (860) 240-1090

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Evans, Pires & Leonard                      $24,762
   121 Roberts Street
   East Hartford, CT 06108

   SNET Yellow Pages                           $24,715
   P.O. Box 5078
   Saginaw, MI 48605-5078

   American Express Gold                       $17,705
   P.O. Box 360002
   Fort Lauderdale, FL 33336

   WFSB                                        $16,241
   P.O. Box 13034
   Newark, NJ 07188-0034

   Kellogg Marine, Inc.                        $14,206
   5 Enterprise Drive
   Old Lyme, CT 06371

   Town of South Windsor                       $11,769
   1540 Sullivan Avenue
   South Windsor, CT 06074

   CBIA Health Connections                      $9,010
   P.O. Box 150495
   Hartford, CT 06115-0495

   Chase                                        $8,354
   VISA Cardmember Service
   P.O. Box 15153
   Wilmington, DE 19886-5153

   The Fisherman, N.E. Edition                  $7,559
   4 Avery Street
   Mystic, CT 06355

   Cummings and Lanza, L.L.C.                   $7,550
   P.O. Box 667
   South Windsor, CT 06074

   Yankee Gas                                   $5,158
   P.O. Box 2249
   Hartford, CT 06145-2249

   Cumulus Broadcasting                         $5,100
   P.O. Box 643126
   Cincinnati, OH 45264-3126

   CL&P Northeast Utilities                     $5,085
   P.O. Box 2957
   Hartford, CT 06104-2957

   Richard A. Reynolds & Co., LLC               $4,418
   18 North Main Street
   West Hartford, CT 06107-1919

   Infinity Broadcasting                        $4,000
   P.O. Box 13086
   Newark, NJ 07188-0086

   Bank of the West                             $3,392
   Payoff Department
   1450 Treat Boulevard
   Walnut Creek, CA 94597

   South Windsor Garage                         $2,490
   P.O. Box 113
   South Windsor, CT 06074

   Mercury Marine                               $2,283
   P.O. Box 96964
   Chicago, IL 60693

   Cedar Island Marina, Inc.                    $2,094
   P.O. Box 181, 34 Riverside Drive
   Clinton, CT 06413

   Verizon Information Services                 $2,014
   P.O. Box 648009
   Baltimore, MD 21264-4809


HAWS & TINGLE: Files Plan & Disclosure Statement in Texas
---------------------------------------------------------
Haws & Tingle, Ltd., unveiled to the U.S. Bankruptcy for the
Northern District of Texas a Disclosure Statement explaining its
Plan of Reorganization.

                    Overview of the Plan

The Plan proposes to distribute cash to all holders of allowed
claims.  The cash payments will be funded from the Debtor's cash
on hand from prior operations and proceeds of any litigation
prosecuted by the Debtor.

On the Effective Date, all property of the Debtor and its estate
shall, subject to such liens, security interest, assignment or
other rights in favor of allowed secured claimants and Plan
Trustee, be automatically transferred to the Plan Trustee.

                    Treatment of Claims

Administrative and priority claims will be paid in full.

Under the Plan, all Allowed Other Priority Claims will be paid
either:

    (a) in full and in cash, on or as soon as practicable after
        the Initial Distribution Date, or

    (b) on terms as may be agreed to in writing by the holder of
        the claim and the Debtor.

Secured Tax Claims, in full satisfaction, shall receive, at the
Debtor's option, either:

    (i) payment in Cash; or

   (ii) other treatment as may be agreed to in writing by the
        holder of the claim and the Debtor.

Holders of Other Secured Claims, in full satisfaction, shall
receive, at the Debtor's option:

    (i) the return of the Collateral securing such claim in full
        satisfaction of the claim;

   (ii) payment in cash in an amount equivalent to the lesser of:

         (a) the value of the holder's collateral or

         (b) the full amount of the allowed other secured claim;
             or

  (iii) other treatment as agreed to in writing by the holder of
        the claim and the Debtor.

In the event that any allowed other secured claim exceeds the
value of its collateral, the excess shall constitute a General
Unsecured Claim pursuant to the Plan, unless the holder of such
claim elects treatment under Section 1111(b) of the Bankruptcy
Code and in accordance with Bankruptcy Rule 3014.

Holders of General Unsecured Claims will receive payment in cash
on a pro rata basis.  The Disclosure Statement does not attempt to
estimate recoveries by the Debtor's unsecured creditors.

On the Effective Date, all interests in the Debtor will be
cancelled and interest holders will not receive anything under the
Plan.

                    Claims of Zurich

The Debtor tells the Court that Zurich, its bonding company,
advanced funds to certain projects in order to complete an
obligation of the Debtor.  Zurich will be indemnified by the
Debtor and to a certain extent, by James D. Hasenzahl, Haws &
Tingle's CEO.

The Debtor says that the owners of the projects entered into by
the Debtor, will pay Zurich up to the amount of funds advanced to
pay for the obligations on the project.  These funds, the Debtor
relates, are independent of the estate.

Zurich will also receive a one time payment of $300,000 from James
D. Hasenzahl and his wife, Lee Hasenzahl.  Mr. Hasenzahl will also
continue to assist in evaluating claims which arise from former
Haws & Tingle projects.  In exchange, Zurich and its affiliates
will grant the Debtor a full contractual release including any
subrogation claims held by Zurich.  If Zurich does not consent to
the release, the Hasenzahls have the right to withdraw their
offer.  The Debtor says that the release is predicated on Zurich's
consent or a ruling from the Court that the release is binding.  

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million to $50 million.


HOLLINGER INT'L: Completes $40.5M Sale of Stake in Canadian Units
-----------------------------------------------------------------
Hollinger International Inc. completed the sale of shares
representing its 70% interest in Great West Newspaper Group Ltd.
to a subsidiary of Glacier Ventures International Corp. and shares
representing a 50% interest in Fundata Canada Inc. to Glacier
for an aggregate price of approximately CDN$47.1 million or
$40.5 million.

As reported in the Troubled Company Reporter on December 29, 2005,
Hollinger International Inc. signed a Share Purchase Agreement
with:

   * HCPH Canadian Newspaper Holdings Co., its wholly owned
     subsidiary;

   * Glacier Ventures International Corp.;

   * 6490239 Canada Inc., a subsidiary of Glacier; and

   * Jamison Newspapers Inc.,

pursuant to which HCPH has agreed to sell shares representing its
70% interest in Great West Newspaper Group Ltd. to 6490239 Canada
for a purchase price of CDN$32 million.  

                Fundata Share Purchase Agreement

The Company also entered into a Share Purchase Agreement with HCPH
and Glacier pursuant to which HCPH has agreed to sell all of the
outstanding shares of 3120575 Nova Scotia Company, an HCPH wholly
owned subsidiary and holder of shares representing a 50% interest
in Fundata Canada Inc., to Glacier for a purchase price of
CDN$15,087,000.  

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.  Hollinger
maintains a Web site at http://www.hollingerinternational.com/

At Sept. 30, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $196,794,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


HOLLINGER INT'L: Sells All Canadian Assets to Glacier for $104.4M
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) and its Canadian
affiliate, Hollinger Canadian Publishing Holdings Co., have
entered into an agreement to sell substantially all of their
remaining Canadian assets, consisting of, among other things:

   -- around 87% of the outstanding Units of Hollinger Canadian
      Newspapers, Limited Partnership; and

   -- all of the shares of:

      * Hollinger Canadian Newspapers GP Inc.;
      * Eco Log Environmental Risk Information Services Ltd.; and
      * KCN Capital News Company

to an affiliate of Glacier Ventures International Corp. (TSX: GVC)
for an aggregate purchase price of C$121.7 million, or
$104.4 million.

Hollinger Canadian owns and operates:

   (1) the Business Information Group, which publishes a variety
       of trade magazines, directories, newsletters, electronic
       databases and specialty websites;

   (2) a group of daily and weekly newspaper and related printing
       operations in British Columbia, including:

       * the Nelson Daily News,
       * West Kootenay Weekender,
       * Cranbrook Daily Townsman,
       * Kimberley Daily Bulletin,
       * East Kootenay Weekly Extra,
       * East Kootenay Weekly Weekender,
       * Trail Times,
       * Fernie Free Press,
       * Grand Forks Gazette,
       * Grand Forks Boundary Bulletin,
       * Creston Valley Advance,
       * Kamloops Daily News,
       * Kamloops The Extra,
       * Prince George Citizen,
       * Prince George This Week,
       * Prince George Extra,
       * Alaska Highway News,
       * North Peace Express,
       * The Northener,
       * Peace River Block News,
       * The Regional Advertiser,
       * The Northern Horizon,
       * The Mirror,
       * Prince Rupert Daily News, and
       * Prince Rupert Daily News Extra;

   (3) the Real Estate Weekly and Kodiak Press in Vancouver, B.C.;
       and

   (4) The Sherbrooke Record and Brome County News in the eastern
       townships of Quebec.

KCN publishes the Merritt News and Merritt News Extra in B.C. Eco
Log is an electronic information and report service provider that
accesses key federal, provincial and private sector databases to
help identify potential environmental risks in Canada for real
estate developers, banks, insurance companies and a variety of
other customers.

"With the[se] transaction . . . we can now focus our efforts
entirely on leveraging the strength of our more than 100 media
properties across the Chicago area, our Sun-Times News Group,"
said Gordon A. Paris, Chairman and Chief Executive Officer.  "We
feel confident that our Canadian portfolio of publications will
continue to be outstanding contributors to the communities they
serve and see ongoing success with their new owner."

In December 2005, Hollinger International sold to Glacier its 70%
interest in Great West Newspaper Group Ltd. and its 50% interest
in Fundata Canada Inc. to Jamison Newspapers Inc. and Glacier for
total consideration for total consideration of approximately
CDN$47.1 million, or approximately US$40.5 million.

Closing is subject to customary conditions, including obtaining
all required approvals under the Competition Act (Canada), and is
expected to occur prior to the end of February, 2006.

Hollinger International's financial adviser in the sale of its
Canadian portfolio of publications is Lazard.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.  Hollinger
maintains a Web site at http://www.hollingerinternational.com/

At Sept. 30, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $196,794,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


ISP CHEMCO: Moody's Rates Proposed $1.15 Billion Facilities at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the new proposed
$1.15 billion guaranteed senior secured credit facilities of ISP
Chemco, Inc., a wholly owned subsidiary of International Specialty
Holdings, Inc. (Ba3 corporate family rating).  The proposed
facilities include:

   * a new $200 million revolver due 2012, and
   * a new $950 million term loan due 2013.

Proceeds from the new credit facilities will be used to fund the
recently announced cash tender offers to purchase:

   * all of the outstanding $200,000,000 in aggregate principal
     amount of the 10.625% senior secured notes due 2009 issued by
     Holdings; and

   * all of the outstanding $405,000,000 in aggregate principal
     amount of the 10.25% senior subordinated notes due 2011
     issued by Chemco.

Existing credit facilities at Chemco will also be refinanced.  

The lower Ba3 rating of the proposed Chemco credit facilities
versus the Ba2 on the existing Chemco credit facilities reflects
the removal of all debt that was subordinated to the secured
credit facilities, and that under a distressed valuation of the
collateral, in Moody's opinion, would not be sufficient to cover
the secured debt (this assumes that the new revolver is fully
drawn).  The assigned ratings are subject to a review of the final
documentation for the new credit facility agreements.  Upon the
successful completion of the refinancing all prior ratings will be
withdrawn and a new Ba3 Corporate Family Rating will be assigned
to Chemco (highest corporate entity where debt is rated).  The
outlook for both the current and proposed ratings is stable.

Ratings Assigned;

  ISP Chemco, Inc.:

     a) Proposed $200 million Guaranteed Senior Secured Credit
        Revolver due 2012 - Ba3

     b) Proposed $950 million Guaranteed Senior Secured Term Loan
        due 2013 - Ba3

Ratings Affirmed;

  ISP Chemco, Inc.:

     a) Guaranteed Senior Secured Credit Facilities Ba2 *
     b) Senior Subordinated Notes: B1*

  International Specialty Holdings, Inc.:

     a) Senior Secured Notes: B2*
     b) Corporate Family Rating: Ba3*

* Upon successful completion of the refinancing these ratings will
be withdrawn and a new Ba3 Corporate Family Rating will be
assigned to ISP Chemco, Inc.

The proposed ratings reflect Chemco's relatively strong business
position, offset by a high and increased secured debt burden.
Moody's view of the strong business position is supported by:

   * the company's diversified specialty chemical product
     portfolio and broad customer base;

   * good market positions in its product niches;

   * the relative stability of its consumer end markets;

   * strong growth in revenue and operating profits; and

   * its steady operating margins (15.0% in 2004).

The ratings also derive support from:

   * the company's cost reduction activities;
   * significant R&D spending; and
   * successful past integration of acquired assets.

The lower rating for the secured credit facilities is evidenced by
the fact that funded debt at ISP Chemco is expected to increase by
38% moving from $688 million currently to $950 million, assuming
that the vast majority of the proposed revolver remains undrawn.
This increase reflects the refinancing of the existing Holdings
debt with new debt at the Chemco level.  The credit profile also
reflects:

   * the company's high leverage with debt to EBITDA projected (by
     Moody's) to approach mid 4.0 times for 2005;

   * modest coverage of interest expense; and

   * significant intangible assets.

The ratings further consider the potential tax claim against G-I
Holdings Inc. (ISP was a subsidiary of G-I prior to 1997, G-I
filed Chapter 11 in January 2001 due to asbestos-related claims),
which has been pending since 1997 (tax claim as of Oct. 2, 2005
was $305 million, including interest).

In addition, debt including Moody's adjustments for pension and
lease expense, as well as a modest accounts receivable program, is
approaching a level that is high for a Ba3 corporate family
rating.  Moody's estimates that debt/EBITDA will stay near 4.0
times in 2006 and 2007, and free cash flow to total debt will
remain near 4% in 2006 and 2007, also somewhat weak for the Ba3
ratings.  Moody's estimates that retained cash flow to total debt
would average 14% (reflecting a well placed Ba metric).  Moody's
estimates include incremental bolt-on acquisitions and continued
capital spending.

The outlook for the ratings is stable, reflecting ISP Chemco's:

   * high debt leverage,
   * steady operating margins, and
   * recently conservative acquisition strategy.

Factors that could contribute to a downgrade include:

   * a change in acquisition strategy from bolt-on assets to step-
     out businesses;

   * an increase in financial leverage (total debt to EBITDA) to
     greater than 5.0 times;

   * an unsustainable increase in distributions to ISP Holdings;
     or

   * adverse developments with respect to tax litigation.

Factors that would support higher ratings include:

   * a reduction in financial leverage to below 3.5 times on a
     sustainable basis;

   * adherence to a conservative acquisition strategy; and

   * resolution of litigation relating to ISP's prior ownership
     by G-I Holdings.

The newly assigned Ba3 ratings on the new proposed bank facilities
was based on a distressed evaluation of ISP Chemco's asset
coverage in a default scenario.  The notching of ISP Chemco's bank
debt at Ba3, the same as the corporate family rating, was based on
Moody's view that under a distressed valuation of the projected
global collateral asset values were not sufficient to cover at
least the value of the potential secured bank obligations (i.e.,
assumes that the revolving credit and term loan facilities are
fully drawn).  Typically Moody's only look to North American based
assets as being accessible as a priority claim in a recovery
analysis.  Given this lack of asset coverage the bank facilities
are rated at the same level as the corporate family rating.

International Specialty Holdings, Inc., headquartered in Wayne,
New Jersey, is a holding company whose subsidiaries:

   * manufacture:

     -- specialty chemicals,
     -- industrial chemicals, and
     -- mineral products; and

   * make:

     -- risk arbitrage, and
     -- other investments (ISP Investco).

ISP Chemco Inc., also headquartered in Wayne, New Jersey,
manufactures primarily:

   * specialty chemicals,
   * industrial chemicals, and
   * mineral products.

IS Holdings is a subsidiary of International Specialty Products,
Inc., which is a beneficially owned by Samuel Heyman.


J.P. MORGAN: Fitch Affirms Low-B Ratings on 22 Loan Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these J.P. Morgan
Mortgage Trust issues:

Series 2004-A1:

    * 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'

Series 2004-A2:

    * 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'

Series 2004-A3 Aggregate Pool 1:

    * Class A affirmed at 'AAA'
    * Class 1-B-1 affirmed at 'AA'
    * Class 1-B-2 affirmed at 'A'
    * Class 1-B-3 affirmed at 'BBB'
    * Class 1-B-4 affirmed at 'BB'
    * Class 1-B-5 affirmed at 'B'

Series 2004-A3 Aggregate Pool 2:

    * Class S-F affirmed at 'AAA'
    * Class S-B-1 affirmed at 'AA'
    * Class S-B-2 affirmed at 'A'
    * Class S-B-3 affirmed at 'BBB'
    * Class S-B-4 affirmed at 'BB'
    * Class S-B-5 affirmed at 'B'

Series 2004-A4:

    * 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'

Series 2004-A6:

    * 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'

Series 2004-S1 Aggregate Pool 1:

    * Class A affirmed at 'AAA'
    * Class 1-B-1 affirmed at 'AA'
    * Class 1-B-2 affirmed at 'A'
    * Class 1-B-3 affirmed at 'BBB'
    * Class 1-B-4 affirmed at 'BB'
    * Class 1-B-5 affirmed at 'B'

Series 2004-S1 Aggregate Pool 2:

    * Class A affirmed at 'AAA'
    * Class C-B-1 affirmed at 'AA'
    * Class C-B-2 affirmed at 'A'
    * Class C-B-3 affirmed at 'BBB'
    * Class C-B-4 affirmed at 'BB'
    * Class C-B-5 affirmed at 'B'

Series 2004-S2 Aggregate Pool 1:

    * Class A affirmed at 'AAA'
    * Class 1-B-1 affirmed at 'AA'
    * Class 1-B-2 affirmed at 'A'
    * Class 1-B-3 affirmed at 'BBB'
    * Class 1-B-4 affirmed at 'BB'
    * Class 1-B-5 affirmed at 'B'

Series 2004-S2 Aggregate Pool 2:

    * Class A affirmed at 'AAA'
    * Class 2-B-1 affirmed at 'AA'
    * Class 2-B-2 affirmed at 'A'
    * Class 2-B-3 affirmed at 'BBB'
    * Class 2-B-4 affirmed at 'BB'
    * Class 2-B-5 affirmed at 'B'

Series 2004-S2 Aggregate Pool 3:

    * Class A affirmed at 'AAA'
    * Class 3-B-1 affirmed at 'AA'
    * Class 3-B-2 affirmed at 'A'
    * Class 3-B-3 affirmed at 'BBB'
    * Class 3-B-4 affirmed at 'BB'
    * Class 3-B-5 affirmed at 'B'

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by various originators, which
include:

   * Cendant Mortgage Corporation,
   * Countrywide Home Loans, Inc.,
   * Chase Manhattan Mortgage Corporation,
   * National City Mortgage Corporation,
   * Bank of America, N.A.,
   * GreenPoint Mortgage Funding, Inc.,
   * Harris Trust and Savings Bank, and
   * Mid America Bank, fsb.

The mortgage loans consist primarily of fixed- and adjustable-
rate, conventional, fully amortizing, first lien residential
mortgage loans, substantially all of which have an original term
to stated maturity of 15 and 30 years.  J.P. Morgan Mortgage
Acquisition Corp., a Delaware corporation, had previously acquired
the mortgage loans from the originators.

The affirmations reflect a satisfactory level of credit
enhancement (CE) given future loss expectations and affect
approximately $2.76 billion of outstanding certificates.  All
classes in the transactions detailed above have experienced small
to moderate growth in CE since closing, and there have been no
collateral losses to date.

As of the December 2005 distribution date, the transactions are
seasoned from a range of 13 to 22 months, and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 46% (series 2004-A3
Aggregate Pool 2) to 84% (series 2004-S2 Aggregate Pool 1).

Wells Fargo Bank, N.A., rated 'RMS1' for master servicing by
Fitch, is the master servicer for all of the transactions, with
the exception of series 2004-S1, which has Chase Home Finance, LLC
(rated 'RMS1') as the master servicer.  All of the mortgage loans
are currently serviced by various entities.


J.P. MORGAN: Moody's Lifts Ratings on Class J & K Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded two classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-FL1 as:

   * Class J, $3,530,505 Floating, upgraded to Aaa from B2
   * Class K, $3,234,292, Floating, upgraded to Aa2 from B3

The Certificates are collateralized by three mortgage loans, which
range in size from 27.7% to 36.6% of the transaction based on
current principal balances.  As of the Jan. 17, 2006 distribution
date, the transaction's aggregate certificate balance has declined
by approximately 95.0% to $22.8 million from $456.0 million at
securitization as a result of the payoff of 32 loans originally in
the pool.  Classes J and K have been upgraded due to significant
loan payoffs.

The Park Centre VI Loan (36.6% of the pool balance) is secured a
132,800 square foot retail center located in Miami, Florida.
Moody's current collateral value and loan to value ratio are $7.5
million and in excess of 100.0% respectively.

The AmeriSuites Shelton Corporate Towers Loan (35.7%) is secured
by a 128-unit limited service hotel located in Shelton,
Connecticut.  Moody's current collateral value and LTV are $8.4
million and 92.0% respectively.  

The Cedars of San Marco Loan (27.7%) is secured by a 168-unit
multifamily property located in San Marcos, Texas.  Moody's
collateral value and LTV are $4.5 million and in excess of 100.0%
respectively.


J.P. MORGAN: Moody's Lifts $11MM Class L Certs.' Rating to Baa1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of nine classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-FL2 as:

   * Class C, $7,595,448, Floating, upgraded to Aaa form Aa1
   * Class D, $12,300,000, Floating, upgraded to Aaa from Aa2
   * Class E, $10,300,000 Floating, upgraded to Aaa from Aa3
   * Class F, $9,800,000, Floating, upgraded to Aaa from A1
   * Class G, $10,300,000, Floating, upgraded to Aa2 from A2
   * Class H, $9,300,000, Floating, upgraded to Aa3 from Baa1
   * Class J, $10,300,000, Floating, upgraded to A1 from Baa2
   * Class K, $8,700,000, Floating, upgraded to A3 from Baa3
   * Class L, $11,569,459, Floating, upgraded to Baa1 from Ba1

The Certificates are collateralized by one whole mortgage loan,
the FelCor Portfolio Loan ($90.2 million).  As of the
Jan. 17, 2006 distribution date the transaction's certificate
balance has decreased by approximately 82.4 % to $90.2 million
from $511.7 million at securitization as a result of the payoff of
13 loans and the payment of release premiums and amortization
associated with the FelCor Portfolio Loan.

Moody's was provided with operating results for both the year-to-
date period ending November 2005 and for the trailing 12-month
period ending October 2005.  Moody's loan to value ratio is 61.6%,
compared to 69.3% at Moody's last full review and compared to
71.6% at securitization.  Moody's is upgrading Classes C, D, E, F,
G, H, J, K and L due to increased credit support and the improved
performance of the FelCor Portfolio Loan.

The FelCor Portfolio Loan is secured by first priority mortgages
on eight separate hotel properties located in five states.  The
mortgaged properties, with a total room count of 1,992, include:

   * the Charleston Mills Holiday Inn, Charleston, South Carolina
     (214 rooms);

   * the Lexington Hilton Suites, Lexington, Kentucky (174 rooms);

   * the San Antonio Airport Holiday Inn Select, San Antonio,
     Texas (397 rooms);

   * the DFW Embassy Suites, Irving, Texas (305 rooms);

   * the Jacksonville Embassy Suites (277 rooms);

   * the Raleigh/Durham Doubletree Guest Suites, Durham,
     North Carolina (203 rooms);

   * the Rocky Point Doubletree Guest Suites, Tampa, Florida
     (203 rooms); and

   * the Bloomington Embassy Suites, Bloomington, Minnesota
     (219 rooms).

The loan sponsor is FelCor Lodging Limited Partnership (Moody's
senior unsecured rating B1; stable outlook).

The outstanding loan balance has decreased by approximately 20.7%
to $90.2 form $113.7 at securitization due to the release of two
of the original ten hotel properties and scheduled amortization.

At securitization Moody's recognized average occupancy and an ADR
of 68.2% and $98.62 respectively, resulting in RevPAR of $67.26.
RevPAR for the trailing 12-month period ending October 2005 was
$76.74, representing a 7.9% increase from Moody's RevPAR at
securitization.  Additionally, year-to-date RevPAR through
November 2005 was $79.87, a 7.1% increase from the same period in
the previous year.

Moody's loan to value ratio for the FelCor Portfolio Loan is
61.6%, compared to 71.6% at securitization.  Moody's weighted
average LTV for the total pooled debt was 64.9% at securitization.
There is additional debt in the form of senior and junior
mezzanine loans with a combined original loan balance of
approximately $35.0 million.


LEVEL 3: S&P's Rating on $691.8 Million Senior Notes Tumble to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on long-haul telecommunications carrier Level 3
Communications Inc. to 'SD' from 'CCC', indicating a selective
default.
     
The action followed the company's issuance of $692 million of
11.5% senior notes due 2010 in exchange for an aggregate like
amount of senior notes due in 2008 consisting of:

   * $555.8 million of its 9.125% senior notes;
   * $54.4 million of its 11% senior notes; and
   * $81.5 million of its 10.5% senior discount notes.

The ratings on these three note issues were lowered to 'D' from
'CC'.
     
S&P views completion of the exchange offer as tantamount to a
default on original bond issue terms because of the extension of
the debt maturity.  The ratings were removed from CreditWatch,
where they were placed with negative implications following the
company's Dec. 12, 2005, announcement of the exchange offer.
     
Subsequent to the downgrades, the corporate credit rating on
Level 3 was reassigned at 'CCC+', with a stable outlook.  The
rating on the 2008 notes not tendered was reassigned at 'CCC-'.  
The rating on all other unsecured debt was raised to 'CCC-' from
'CC' and the rating on the bank loan of Level 3 Financing was
raised to 'CCC+' from 'CCC'.  These ratings were removed from
CreditWatch, where they were placed with positive implications on
Dec. 12, 2005, reflecting prospective credit improvement resulting
from the proposed exchange transaction.
      
"The upgrades reflect the modest capital structure improvement
achieved by reducing the company's nearest-term debt maturities,
as well as potential competitive benefits from industry
consolidation, including Level 3's recent acquisition of
competitor WilTel Communications Group," said Standard & Poor's
credit analyst Eric Geil.


MAGRUDER COLOR: Wants to Reject Certain Contracts and Leases
------------------------------------------------------------
Magruder Color Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for authority to
reject executory contracts and unexpired non-residential real
property leases effective as of Dec. 29, 2005.

On Dec. 7, 2004, the Court approved the sale of all of the
Debtors' business assets to Pochteca Color Company, LLC.  The sale
did not require the assumption or assignment of any executory
contract or unexpired lease to Pochteca.

The sale of assets was consummated on December 16, 2005.

The Debtors say that they don't need the services or equipment
provided under the executory contracts in light of the sale of
assets to Pochteca.

In addition, the Debtors believe that the executory contracts will
no longer provide any value to the Debtors' estates and will avoid
unneccessary administrative debt upon their estates.

A two-page list of the dozens of contracts and leases the Debtors
intend to reject is available for free at:

      http://ResearchArchives.com/t/s?475

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


MAXXIM MEDICAL: Makes 9% Initial Distribution to Unsec. Creditors
-----------------------------------------------------------------
Maxxim Medical Group, Inc. has sent an approximate 9% initial
distribution to the general unsecured creditors in its bankruptcy
case, according to Clear Thinking Group, a retail/consumer
products manufacturing consultancy, and Joseph Myers, a partner
and managing director in the firm and Creditor Representative for
Medical Windown Holdings Inc. (formerly knows as Maxxim Medical
Inc.).  The initial distribution, which was made in conjunction
with the plan administrator, was based on undisputed claims or the
undisputed portion of disputed claims.

Maxxim filed for Chapter 11 bankruptcy protection in April 2003 in
the U.S. Bankruptcy Court, District of Delaware.  At the time of
the filing, the company manufactured a range of products,
including customer procedure trays, single-use drapes and gowns,
medical gloves, vascular access and critical care items.

Medical Windown Holdings is the successor corporation created by
the bankruptcy court when the assets of Maxxim were sold.
"Information on additional remittances to Medical Windown's
unsecured creditors will follow in the months ahead," Mr. Myers
said.

                   About Clear Thinking Group

Clear Thinking Group LLC -- http://www.clearthinkinggrp.com/--   
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies.  The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.

                About Maxxim Medical Group, Inc.

Headquartered in Clearwater, Florida, Maxxim Medical Group, Inc.,
a leading suppliers of custom-procedure trays, nonlatex
examination gloves and other single-use products, filed for
chapter 11 protection on Febr. 11, 2003 (Bankr. Del. Case No.   
03-10438).  Brendan Linehan Shannon, Esq., Edward J. Kosmowski,
Esq., Matthew Barry Lunn, Esq., at Young, Conaway, Stargatt &
Taylor and Myron Treppor, Esq., Michael J. Kelly, Esq., at Wilkie
Farr & Gallagher represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both debts and assets of over $100 million.


MCMORAN EXPLORATION: Dec. 31 Balance Sheet Upside-Down by $86MM
---------------------------------------------------------------
McMoRan Exploration Co. (NYSE: MMR) reported a net loss of    
$26.1 million for the fourth quarter of 2005 compared with a net
loss of $20.6 million for the fourth quarter of 2004.

McMoRan's net loss from continuing operations for the 2005 fourth
quarter totaled $21 million, which included $21.9 million of
exploration expense, including $18 million of nonproductive
exploratory costs, a $12.8 million litigation settlement and   
$2.2 million of start-up costs associated with the MPEH(TM).

As of Dec. 31, 2005, the Company's balance sheet showed
$407,636,000 in total assets and $494,226,000 in total
liabilities, resulting in a stockholders' deficit of $86,590,000.

The fourth quarter of 2005 also includes a loss of $4.7 million
from discontinued operations, including a $6.5 million charge for
the modification of estimated reclamation costs at McMoRan's
former sulphur terminal at Port Sulphur, Louisiana resulting from
hurricane damage and a gain of $3.5 million from a reduction in
the contractual liability associated with certain postretirement
benefit costs for former sulphur employees.

During the fourth quarter of 2004, McMoRan's net loss from
continuing operations totaled $24.2 million, including         
$2.8 million of MPEH(TM) start-up costs and $20.2 million of
exploration expense, including $14.2 million of nonproductive
exploratory costs.

"During 2005, McMoRan continued to pursue aggressively high impact
deep gas exploration targets," James R. Moffett and Richard C.
Adkerson, Co-Chairmen of McMoRan, said.  "We are encouraged by the
results of the program to date and look forward to testing
multiple additional targets that have the potential to add
meaningful value for shareholders.  Our success with the Deep
Miocene trend has enabled us to expand our activities and play a
leadership role in exploring for 'deeper pools' of hydrocarbons
below existing or previous shallow production.  As we work to
complete our permitting activities for our Main Pass Energy
Hub(TM) project, we are also very positive about the potential
values that could be realized by establishing a major new offshore
LNG terminal, onsite natural gas storage facilities and a gateway
to the U.S. natural gas markets."

Cash flows provided by operating activities during the nine months
ended Dec. 31, 2005 were $70,115,000, as compared to negative cash
flows provided by operating activities of $35,135,000 during the
same period in 2004.

                    Settlement Of Litigation

McMoRan previously announced that it has reached an agreement in
principle with plaintiffs to settle previously disclosed class
action litigation in the Delaware Court of Chancery relating to
the 1998 merger of Freeport-McMoRan Sulphur Inc. and McMoRan Oil &
Gas Co.  The settlement resulted in a fourth-quarter 2005 charge
to expense, net of the amount of insurance proceeds, of          
$12.8 million.

McMoRan Exploration Co. -- http://www.mcmoran.com/-- is an   
independent public company engaged in the exploration, development
and production of oil and natural gas offshore in the Gulf of
Mexico and onshore in the Gulf Coast area.  McMoRan is also
pursuing plans for the development of the MPEH(TM) which will be
used for the receipt and processing of liquefied natural gas and
the storage and distribution of natural gas.  

As of Dec. 31, 2005, the company's stockholders' deficit widened
to $86,590,000 from a $49,546,000 deficit at Dec. 31, 2004.


MUSICLAND HOLDING: Can Access Cash Collateral on Interim Basis
--------------------------------------------------------------
Musicland Group Inc. and its debtor-affiliates obtained
prepetition financing under three transactions:

                                                        Amount
    Credit Agreement                                  Outstanding
    ----------------                                  -----------
    $300,000,000 Loan and Security Agreement,         $30,352,574
    as amended, with Wachovia Bank, N.A., as
    administrative and collateral agent.
    Wachovia and Fleet Retail Finance Inc.
    are co-lead  arrangers.

    Security Agreements with trade creditors         $186,270,502

    Series A Preferred Stock                          $25,000,000

Pursuant to various ancillary agreements accompanying the Loan and
Security Agreement, the obligations of the Borrowers and the
guarantors under the Loan and Security Agreement are secured by a
pledge of the capital stock and assets of all of Musicland
Holding's subsidiaries.

The Secured Trade Creditors were granted a security interest in
the inventory of Musicland Holding and its subsidiaries.  The
Trade Creditors' security interest is subordinate in priority to
the security interest granted to Lenders under the Loan and
Security Agreement.

The Second Lien Trade Creditors are:

    * BMG Distribution
    * Buena Vista Home Entertainment, Inc.,
    * Caroline Records, Inc.,
    * EMI Music Marketing,
    * Metro-Goldwyn-Mayer Home Entertainment, LLC,
    * Paramount Pictures,
    * Home Video Division,
    * RED Distribution, Inc.,
    * Sony Music Entertainment, Inc.
    * Twentieth Century Fox Home Entertainment, Inc.,
    * Universal Music and Video Distribution,
    * Warner Home Video, Inc.,
    * Warner/Elektra/Atlantic Corporation, etc.

The Bank of New York is the collateral agent for the Second Lien
Trade Creditors.

The Second Lien Trade Creditors are also parties to a security
agreement with Hilco Merchandising Resources, LLC, as Third Lien
Merchandise Agent, Media Play, Inc., and Musicland Purchasing
Corp.  The Merchandise Agent was retained as the exclusive agent
for the limited purpose of selling all of the Merchandise located
in certain of Media Play's retail store locations.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to 11 U.S.C. Sec. 363(c), the Debtors have no right to
use their lenders' cash collateral.

According to Craig Wassenaar, chief financial officer of
Musicland Holding Corp., the Debtors require the use of the Cash
Collateral to, among other things, pay present operating expenses,
including payroll, and to pay vendors on a going-forward basis to
ensure a continued supply of materials essential to the Debtors'
continued viability.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Northern District of Georgia's authority to use cash collateral in
which the Second Lien Trade Creditors and the Third Lien
Merchandise Agent have an interest.

The Debtors will limit their use of cash collateral to amounts
specified in a 12-Week Budget.  A full-text copy of Musicland's
week-by-week Cash Flow Forecast through March 31, 2006, is
available at no charge at http://ResearchArchives.com/t/s?476

A full-text copy of Musicland's monthly Cash Flow Forecast through
March 31, 2006, is available at no charge at
http://ResearchArchives.com/t/s?477

                        Musicland Group Inc.
                   Short-term Cash Flow Forecast
                   January 12 to March 31, 2006

      Regular Store Receipts & MP GOB            $96,407,000
      "B" & "C" Liquidation Net Proceeds          61,484,000
      MP GOB Proceeds                              7,604,000
                                                 -----------
      Total Receipts                             165,495,000
                                                 -----------

      Product Vendor Payments                     54,847,000
      Critical Vendor Payments                     4,000,000
      Sales Tax                                   26,885,000
      Payroll                                     18,634,000
      Rent                                        15,353,000
      Professional Fees                            2,514,000
      Other                                       20,734,000
                                                 -----------
      Total Disbursements                        142,967,000
                                                 -----------
      Net Cash Flow                               22,528,000
                                                 -----------
      Beginning Revolver Balance                 (30,353,000)
                                                 -----------
      Ending Revolver Balance                    ($7,825,000)
                                                 ===========

      Forecasted Go-Forward Store Count
         Beginning Store Count                           819
         (Closed/Moved to Liquidation)                  (447)
                                                 -----------
         Ending Store Count                              372

      Borrowing Base Calculation
         Beginning Inventory                    $288,066,000
         Gross Receipts                           85,482,000
         COGS                                    (56,376,000)
         Liquidated Inventory                   (153,710,000)
         Returns                                 (10,000,000)
                                                 -----------
         Ending Inventory                        133,462,000

The Debtors represent that the Budget is achievable and will allow
them to operate in Chapter 11 without the accrual of unpaid
administrative expenses.

As adequate protection to protect the Subordinated Lien Parties
from diminution, if any, in the value of their interest in their
collateral, including the Cash Collateral, the Debtors propose
that:

    -- the Second Lien Trade Creditors will be granted a
       replacement security interest and lien on all the
       Collateral while the Third Lien Merchandise Agent will be
       granted a replacement security interest and lien on all
       Inventory, subject and subordinate to postpetition
       financing liens and carve-out expenses;

    -- the Subordinated Lien Parties will be granted a Section
       507(b) Claim; and

    -- the Debtors will pay the reasonable fees and expenses
       incurred by one counsel to, and one financial advisor
       retained by, the informal committee of the Second Lien
       Trade Creditors, and the reasonable fees of the collateral
       agent for the Second Lien Trade Creditors.

                          Interim Approval

Judge Bernstein grants the Debtors' request to use the Cash
Collateral on an interim basis.

The Court will convene the Final Cash Collateral Hearing on
February 7, 2006, at 2:00 p.m.  Objections must be filed and
served no later than February 1.

The Bank of New York, in its capacity as Secured Trade Agent, is
represented by Michael A. Bloom, Esq., and Richard S. Toder, Esq.,
at Morgan, Lewis & Bockius LLP.

Hilco Merchant Resources, LLC, as Merchandise Agent, is
represented by Eric Kaup, Esq.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


MUSICLAND HOLDING: Can Borrow Up to $60 Million of DIP Financing
----------------------------------------------------------------
Without access to fresh financing, Musicland Holding Corp. and its
debtor-affiliates will not be able to sustain on-going business
operations, Craig Wassenaar, chief financial officer of Musicland
Holding Corp., tells the U.S. Bankruptcy Court for the Northern
District of Georgia.

The Debtors do not have sufficiently reliable liquidity sources
available to ensure continued operations.  The Debtors need fresh
financing to permit, among other things, the orderly continuation
of their businesses, to maintain business relationships with
vendors, suppliers and customers, to make payroll disbursements,
to make capital expenditures, and to satisfy other working capital
and operational needs.

By this motion, the Debtors seek the Court's authority to continue
their credit relationship with their senior secured lenders.  The
Debtors seek to convert their prepetition loan agreement -- a
revolving secured credit facility with outstanding amounts as of
the Petition Date of no less than $38,097,756, into a DIP
revolving secured credit facility under Section 364(c) of the
Bankruptcy Code.

Mr. Wassenaar assures Judge Bernstein that the Debtors have the
full support of their prepetition secured lenders, the Second Lien
Trade Creditors and their Third Lien Merchandise Agent.

Mr. Wassenaar explains that because the Debtors do not believe
that it is feasible to attempt to prime the Prepetition Secured
Lenders on a non-consensual basis, the DIP financing alternatives
are limited.  "Moreover, a new DIP lender would also have to prime
the Second Lien Trade Creditors and the Third Lien Merchandise
Agent, further complicating the landscape for a potential DIP
lender."

Prior to the Petition Date, the Debtors contacted two lending
institutions with broad experience lending to chapter 11 debtors.
Neither was willing to go forward with a DIP financing proposal.

The Debtors later determined that the proposal from their
prepetition secured lenders was their only real DIP financing
option.  According to Mr. Wassenaar, the Prepetition Lenders'
proposal provides the Debtors with funding to operate and maintain
their businesses and to pay necessary expenses during their
Chapter 11 cases.

The Debtors and Wachovia Bank, N.A., as agent for the Prepetition
Secured Lenders, engaged in good faith and extensive arm's-length
negotiations that culminated in the Prepetition Secured Lenders'
agreement to provide the Debtors up to $75,000,000 of secured
postpetition financing.

The parties entered into a Ratification and Amendment Agreement on
January 12, 2006.  A full-text copy of the 29-page Ratification
Agreement is available for free at

          http://ResearchArchives.com/t/s?478

The DIP Lenders are Wachovia Bank, N.A., Banc of America
Securities, LLC, National City Business Credit, Inc., Western
Bank Business Credit, GMAC Commercial Finance LLC, LaSalle Retail
Finance, Wells Fargo Retail Finance, LLC, Textron Financial
Corporation, Burdale Financial Limited, Grayson & Co., Senior
Debt Portfolio, Eaton Vance Senior Income Trust and The CIT
Group/Business Credit.

Borrowings will be repaid in full, and the $75,000,000 Commitment
will terminate, at the earliest of January [__], 2007 or the
confirmation of the plan.

All direct borrowings and reimbursement obligations under lenders
of credit and other obligations under the DIP Financing will be,
subject to a carve-out, entitled to joint and several
superpriority claim status, and secured by valid and perfected
first priority security interests and liens on all Collateral.

The Professional Fee Carve-Out will not exceed $1,750,000 for the
period from the Petition Date through February 3, 2006, which sum
will increase to $3,100,000 for the period from February 4, 2006,
through February 28, 2006, and $3,500,000 for the period from and
after March 1, 2006.

The Carve-Out Expenses also include statutory fees payable to the
U.S. Trustee and fees payable to the Clerk of the Bankruptcy
Court.

The fees are non-refundable under all circumstances.

The DIP Credit Agreement provides for a number of fees, including
Unused Line Fee, Letter of Credit Fees, DIP Agent's and DIP
Lenders' Fees, and Prepayment Fee.

The interest rate for Prime Rate Loans is a rate equal to the
Prime Rate plus 0.25% per annum.  The interest rate for
Eurodollar Rate Loans is a rate equal to the Adjusted Eurodollar
Rate plus 3.25% per annum.  The Default Interest is 2%.

The DIP Credit Agreement requires that:

    -- on or before January 17, 2006, the Debtors must distribute
       bid packages for 284 retail locations to at least four
       inventory liquidation agents and file appropriate motions
       with the Court to commence Going-Out-of-Business Sales;

    -- on or before February 3, 2006, GOB Sales must commence; and

    -- on or before February 21, 2006:

          (a) the Debtors will file a sale motion for
              substantially all of their assets, which sale will
              close no later than March 17, 2006, or

          (b) the Debtors will submit a restructuring plan
              acceptable to the DIP Agent and DIP Lenders.

The Debtors are also required, among others, to maintain Excess
Availability not less than $5,000,000; and deliver to the DIP
Agent by February 21, 2006, projected consolidated financial
statements and a projected Borrowing Base for each month during
the 12-month period ending February 2007.

                           Interim Approval

Judge Bernstein has permitted the Debtors to borrow up to
$60,000,000 under the $75,000,000 DIP Credit Agreement.  The
Debtors will use the loan proceeds to pay administrative expenses
in accordance with a budget.

A full-text copy of the Interim DIP Order is available for free at
http://bankrupt.com/misc/musicland_interimDIPorder.pdf

The Court will convene the Final DIP Hearing on February 7, 2006,
at 2:00 p.m.

Objections must be filed and served, no later than February 1,
2006 at 4:00 p.m., prevailing Eastern time, on:

    (a) counsel for the Debtors,
        Kirkland & Ellis LLP
        153 E. 53rd Street
        New York, New York 10022-4611
        Attn: James A. Stempel, Esq.
        Fax: (312) 861-2200

    (b) counsel for the Agent
        Otterbourg, Steindler, Houston & Rosen, P.C.
        230 Park Avenue
        New York, New York 10169-0075
        Attn: Jonathan N. Helfat, Esq. and
              Andrew M. Kramer, Esq.
        Fax: (212) 682-6104

    (c) counsel for the Secured Trade Agent
        Morgan, Lewis & Bockius LLP
        Attn: Michael A. Bloom, Esq., Fax (215) 963-5001
              Richard S. Toder, Esq., Fax (212) 309-6001

    (d) counsel for the Merchandise Agent
        Eric Kaup, Esq., Fax (847) 897-0766

    (e) counsel to any Committee; and

    (f) the U.S. Trustee

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


MUSICLAND HOLDING: Gets Interim OK to Employ Kirkland as Counsel
----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia's permission
to employ Kirkland & Ellis LLP as their attorneys, effective as of
the Petition Date.

Kirkland & Ellis will:

    (a) advise the Debtors with respect to their powers and duties
        as debtors in possession in the continued management and
        operation of their business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

    (c) take necessary actions to protect and preserve the
        Debtors' estates;

    (d) prepare all motions, applications, answers, orders,
        reports and papers necessary to the administration of the
        Debtors' estates;

    (e) take necessary actions to obtain approval of a disclosure
        statement and confirmation of the Debtors' plan of
        reorganization;

    (f) represent the Debtors in connection with obtaining
        postpetition financing;

    (g) advise the Debtors in connection with any potential sale
        of assets;

    (h) appear before the Court, any appellate courts and the
        United States Trustee and protect the interests of the
        Debtors' estates before those Courts and the United States
        Trustee;

    (i) consult with the Debtors regarding tax matters; and

    (j) perform all other necessary legal services to the Debtors
        in connection with the Chapter 11 Cases.

The Debtors relate that Kirkland & Ellis has extensive experience
and knowledge in the field of debtors' and creditors' rights and
business reorganizations under chapter 11 of the Bankruptcy Code.

Kirkland & Ellis' hourly rates vary with the experience and
seniority of the individuals assigned.  Those hourly rates are
subject to periodic adjustments to reflect economic and other
conditions and are consistent with the rates charged elsewhere:

       Billing Category                           Range
       ----------------                           -----
       Partners                                $520 to $950
       Of Counsel                              $280 to $685
       Associates                              $245 to $520
       Paraprofessionals                        $90 to $240

The professionals who are presently expected to have primary
responsibility for providing services to the Debtors are:

       Professional                            Billing Rate
       ------------                            ------------
       James A. Stempel, Esq.                      $745
       Jonathan Friedland, Esq.                    $635
       David Agay, Esq.                            $510
       Andrea Johnson, Esq.                        $350
       Corey Fox, Esq.                             $315
       Cynthia Fung, Esq.                          $260
       Brandon Smith, Esq.                         $260

As of the Petition Date, the Debtors do not owe Kirkland & Ellis
for legal services rendered before the Petition Date.

James A. Stempel, Esq., a partner at Kirkland & Ellis, assures the
Court that to the best of his knowledge, neither he, the firm nor
any partner, of counsel or associate in the firm has any
connection with the Debtors, their creditors or any other parties-
in-interest, except as disclosed.

Kirkland & Ellis is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code, Mr. Stempel
says.

                           *     *     *

Judge Bernstein approved the Application on an interim basis.
Objections must be filed and served no later than Feb. 12, 2006.  
Absent objections, the Court may approve the Application on a
final basis without a Final Hearing Date.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NATIONAL GAS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: National Gas Distributors, LLC
        fdba Paul Lawing Jr., LLC
        P.O. Box 58051
        Fayetteville, North Carolina 28305

Bankruptcy Case No.: 06-00166

Type of Business: The Debtor supplies natural gas, propane,
                  and oil to industrial, municipal, military,
                  and governmental facilities. See  
                  http://www.gaspartners.com/

Chapter 11 Petition Date: January 20, 2006

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Ocie F. Murray, Jr., Esq.
                  Murray, Craven & Inman, LLP
                  2517 Raeford Road
                  P.O. Drawer 53007
                  Fayetteville, North Carolina 28305-3007
                  Tel: (910) 483-4990
                  Fax: (910) 483-6822

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Chatham Investment Fund QP II, LLC           $17,000,000
100 Galleria Parkway, Suite 270
Atlanta, GA 30339

First Citizens Bank & Trust Company          $15,500,000
Cumberland Commercial Banking
P.O. Box 26592
Raleigh, NC 27611

Coral Energy Resources                       $10,000,000
909 Fannin, Suite 700
Houston, TX 77010

ConocoPhillips                                $4,500,000
600 North Dairy Ashford Road
Houston, TX 77079

Total Gas & Power, NA                         $4,500,000
800 Gessner, Suite 700
Houston, TX 77024

Arteva Specialties S.A.R.L.                   $2,100,000
4501 Charlotte Park Drive
P.O. Box 37388
Charlotte, NC 28217

Industrial Fuel Company                       $1,800,000
118 5th Avenue Northwest
Hickory, NC 28601

Progress Energy                               $1,800,000
P.O. Box 1551
Raleigh, NC 27601

Greenville Utilities Commission               $1,500,000
P.O. Box 1847
Greenville, NC 27835

Colonial Oil Industries                         $200,000
P.O. Box 576
Savannah, GA 31402

Omnova Solutions                                 $12,317
175 Ghent Road
Akron, OH 443333300

Smithfield Foods                                 Unknown
200 Commerce Street
Smithfield, VA 23430


NAVISTAR INT'L: Fitch Places Low-B Debt Ratings on Negative Watch
-----------------------------------------------------------------
Fitch Ratings placed the debt ratings of both Navistar
International Corp. (NAV) and its subsidiary, Navistar Financial
Corp. (NFC) on Rating Watch Negative.  The parent and subsidiary
credit ratings remain as follows:

  Navistar International Corp.:

     -- Issuer Default Rating (IDR) 'BB'
     -- Senior unsecured debt 'BB'
     -- Subordinated debt 'B+'

  Navistar Finance Corp.:

     -- Senior unsecured secured bank lines 'BB'
     -- Senior unsecured debt 'BB'

The Rating Watch Negative results from Fitch's concerns related to
the delay in filing audited year-end financial statements.
Specifically, Fitch is concerned with:

   * the uncertainty regarding the duration of the delay;

   * the scope of the issues under discussion and the eventual
     outcome of the audit; and

   * possible measures creditors may take in a filing-default
     scenario and the potential for restricted access to financial
     markets that companies generally face when uncertainty arises
     from the lack of audited financial statements over a lengthy
     period time.

However, Fitch notes that NAV said that it has received a waiver
through May 31 on NFC's $1.2 billion revolver and that unaudited
year-end manufacturing cash balances approximated $875 million, up
from $731 million at the end of the third quarter.  In addition,
Fitch expects NAV to be free cash flow positive in 2006.  This
liquidity should allow Navistar to manage its limited financing
needs in 2006.  However, if debt-holders pursue covenant measures,
liquidity could be significantly stressed.

NAV announced that it has delayed filing its fiscal 2005 (Oct. 31
year-end) Form 10-K report with the Securities and Exchange
Commission because the company is still in discussions with its
outside auditors about 'a number of open items including some
complex and technical accounting issues.'  NAV cannot determine
the impact the resolution of these issues may have, if any, on net
income and there has been no determination as to when the ongoing
discussions with the company's auditor will be concluded or when
NAV will be able to file its Form 10-K.  Navistar also said that
in mid-December 2005, a key member of the auditor's team went on
an unexpected, extended medical leave and that new audit team has
been assigned to complete the year-end audit for fiscal 2005.

Fitch's credit ratings reflect Navistar's:

   * improved profitability from industry volumes;
   * market penetration; and
   * cost reduction efforts.

Fitch expects medium and heavy truck markets to remain strong
through 2006.  Similar to the pre-buy situation that developed in
2002 and the resulting lower volume in 2003, Fitch expects
industry demand to be negatively impacted by more stringent air
emissions regulations beginning in 2007.


NOBEX CORP: Creditors Panel Wants to Hire Blank Rome as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Nobex
Corporation's chapter 11 case asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Blank Rome LLP
as its counsel.

The Committee hired Blank Rome as its counsel because of the
Firm's extensive experience and expertise in bankruptcy and
reorganization proceedings.

Blank Rome will represent the Committee and perform necessary
legal services to it in connection with carrying out its fiduciary
duties and responsibilities under Section 1103(c) of the
Bankruptcy Code and other relevant provisions of the Bankruptcy
Code.

Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., are the
lead attorneys from Blank Rome performing services to the
Committee.  Mr. Schaedle charges $405 per hour for his services
while Mr. Carickhoff charges $280 per hour.

Mr. Schaedle reports Blank Rome's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Partners & Counsel     $300 - $675
    Associates             $195 - $400
    Paralegals             $105 - $250

Blank Rome assures the Court that it does not represent any
interest materially 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 Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing   
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  When the Debtor filed for
protection from its creditors, it estimated between $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


NOBEX CORP: Panel Objects to Motion for Final Order on DIP Loan
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Nobex
Corporation's chapter 11 case asks the U.S. Bankruptcy Court for
the District of Delaware to deny the Debtor's request to obtain
post-petition financing on a final basis from Biocon Limited.

As previously reported, the Debtors asked the Court for authority
to secure post-petition financing from Biocon Limited and it has
entered into a Purchase and Sale Agreement dated Dec. 1, 2005,
with Biocon for the sale of substantially all of its assets.

The Debtor wants to obtain up to $1.2 million in DIP financing
from Biocon, plus any Maintained Patent Advances of up to
$200,000, of which $350,000 will be available from the closing
date of the sale to the entry of a final order by the Court.  

        History of Debtor's Relationship With Biocon

In October 2004, the Debtor formed a global product development
partnership with Biocon pursuant to a Joint Project Development
Agreement (the Oral Insulin JPDA), to jointly develop an oral
insulin project technology.

In April 2005, the Debtor and Biocon entered into a second product
development partnership pursuant to a Joint Project Development
Agreement (the BNP JPDA), to jointly develop an oral brain
natriuretic peptide product technology.  

Pursuant to both of those Agreements, Biocon provided the Debtor
with approximately $4.8 million, which is reflected on the
Debtor's books as a general unsecured claim.  Biocon also holds
2 million shares of the Debtor's common stock, which is
approximately 30% its common stock.  But no mention of the
Debtor's transaction and relationship with Biocon is included in
the DIP financing motion.

              Creditors Committee's Objections

1) The Debtor has not disclosed in its filings whether Biocon has
   any voting rights with which to control the Debtor through its
   stock interests.  Additionally, the Debtor and Biocon are
   parties to the two JPDAs, which can give Biocon a significant
   control of the Debtor.

2) The three previous interim DIP financing orders entered by the
   Court contain provisions that have a fundamental lack of due
   process and protection of security interests afforded to the
   Committee and other parties-in-interest.  Paragraph 4.2 of the
   Third Interim DIP Financing Order provides a waiver of Section
   506(c) surcharge rights, which is disadvantageous in light of
   the low Carve-Out.  

3) The proposed $75,000 Carve-Out and the DIP Financing Budget are
   insufficient to enable the Committee and its professionals to
   represents its interests and discharge its duties.  The current
   Budget does not have any line items or general amounts that
   will cover Committee professional fees.

4) The DIP loan should not be used as a leverage to rush the asset
   sale process because Biocon wants to force the Debtor to close
   the asset sale by March 10, 2006.  The Loan and Security
   Agreement for the DIP loan contains a provision stating that no
   advances after Feb. 27, 2006, will be made if a Court order
   approving the asset sale is not entered by that time.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing   
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  When the Debtor filed for
protection from its creditors, it estimated between $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


NORTHWEST AIR: Loses $5 Million a Day Without Labor Concessions
---------------------------------------------------------------
Northwest Airlines Corp.'s (OTC: NWACQ.PK) Senior Vice President
for finance and controller, David M. Davis, said the airline's
financial problems can be overcome only if a competitive cost
structure can be implemented that will permit significant labor
savings.

Mr. Davis' remarks were prepared for presentation at the U.S.
Bankruptcy Court for the Southern District of New York hearing
today regarding Northwest's motions, filed under Sections 1113(c)
and 1114 of the Bankruptcy Code, asking the court to reject the
company's collective bargaining agreements with the Air Line
Pilots Association and the Professional Flight Attendants
Association.  On Jan. 17, 2006, the hearing began on the company's
motions under Section 1113(c), as well as Section 1114 to modify
its retiree employee benefits.

"We cannot continue to lose $4 to $5 million per day on top of the
$14 billion debt and declining cash balance that we have.   
Northwest's cash and debt position is unacceptable and among the
worst in the industry.  We have sold $1.6 billion in assets since
2001, yet have added $2.3 billion in debt.  At this rate, by the
end of 2006, our cash balance will be less than $700 million
without labor cost relief," said Mr. Davis.

"Northwest's pay per employee is the highest in the industry.  We
must address our payroll of $3.6 billion along with work rule
issues to make Northwest competitive.  The low-cost carriers
represented only 8% of the market in 1990, today they represent
28%, and are forecast to control at least 37% of the domestic
market by as soon as 2010."

"The LCCs have 1,025 aircraft on order or option.  With these
aircraft they are aggressively moving into Northwest markets and
dropping fares, putting pressure on yields that have continued to
decline for more than a decade," Mr. Davis commented.

"Our competitors are rapidly deploying 70-100 seat aircraft in
more than 100 of our markets.  No other legacy carrier has a lower
percentage of regional departures in their operation and this too
must change if we are going to be viable.  Work rules must not
bind Northwest's 34,000 employees from being competitive in the
current environment."

In summarizing his presentation, Mr. Davis said, "We believe our
business plan is the correct path forward.  We need to reduce our
fleet by 15%, reducing unprofitable flying and exit unprofitable
markets which will save Northwest $400 million annually."

"On our domestic network we must match the narrow-body fleet with
demand.  Internationally, we must optimize our Atlantic schedule
and add new routes in the Pacific as our Boeing 787s are
delivered.  The introduction of the new technology Boeing 787
aircraft and expansion of the Airbus 330 fleet are estimated to
improve profitability in excess of $150 million annually."

"To buy these new aircraft we must produce sufficient cash to
support up to $11 billion in capital requirements needed to
achieve fleet renewal over the next 10 years.  However, none of
this can be achieved without achieving permanent labor cost
reductions with ALPA, the International Association of Machinists
and Aerospace Workers and PFAA unions and retirees," Mr. Davis
said.

The IAM, which represents Northwest's ground employees, has agreed
to present the company's contract settlement proposal to its
members for ratification. As a result of this agreement, IAM and
Northwest asked the bankruptcy court judge to postpone IAM's
portion of the 1113(c) proceedings.

Achieving competitive labor costs is essential to the success of
Northwest's business plan.  The combination of competitive labor
costs and completion of the other aspects of Northwest's
restructuring will allow the airline to be a successful long-term
competitor and provide the most secure future for the company.

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.  


O'SULLIVAN IND: Provides Additional Facts Regarding Amended Plan
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
provided additional information to the U.S. Bankruptcy Court for
the Northern District of Georgia to address the concerns raised by
the Official Committee of Unsecured Creditors and The Bank of New
York regarding the adequacy of their Amended Disclosure Statement.

The Debtors may file a revised Disclosure Statement or Plan
Supplement to reflect the additional information.

                   Valuation of Foreign Assets

The Debtors inform the Court that their operations in Canada and
the United Kingdom do not represent viable stand-alone operations
and cannot be valued on a going concern basis.  The Debtors
believe that the most appropriate valuation of the their assets in
Canada and the U.K., if any, must be based on those assets'
liquidation values.

At the Debtors' behest, Lazard Freres & Co., LLC, their financial
advisor, prepared liquidation analyses of the Canadian and U.K.
assets:

                          Foreign Assets
                  Estimated Liquidation Proceeds

                                 Hypothetical Liquidation Range
                   Book Value    ------------------------------
                   At 09/30/05        Low             High
                   -----------   -------------   --------------
   Canada           $3,883,000      $2,359,000       $2,941,000
   U.K.             $3,169,000      $1,577,000       $1,884,000
                   ===========   =============   ==============

                          Foreign Assets
                     Summary of Net Proceeds
                    Available for Distribution

                                      Low             High
                                 -------------   --------------
   Proceeds available
   from liquidation
      Canada                         ($411,000)        $160,000
      U.K.                            ($83,000)        $247,000
                                 -------------   --------------
         Total Net Proceeds
         Available                   ($494,000)        $407,000

   Total Estimated
   Administrative Claims
      Canada                          $279,000         $278,000
      U.K.                            $183,000)        $175,000
                                 -------------   --------------
         Total Net Proceeds
         Available After
         Administrative Claims       ($494,000)        $407,000
                                 =============   ==============

Based on the Liquidation Analyses, the Debtors assert that it is
doubtful that any proceeds from the liquidation of their assets in
Canada and the U.K. would be available for distribution to any
unsecured creditors, other than local, domestic unsecured
creditors.

A full-text copy of the Liquidation Analyses for the Debtors'
operations in Canada and the U.K. is available at no charge at
http://ResearchArchives.com/t/s?479

                      Net Operating Losses

Lazard also provided a valuation of the tax attributes of the
Reorganized Debtors.  Lazard calculated a $7,500,000 net present
value of the Debtors' post-reorganization consolidated U.S. tax
attributes.  The Debtors' pre-emergence Net Operating Losses are
estimated to total $240,000,000.

               Liquidation Analysis of Each Debtor

Providing information regarding the liquidation analysis of each
individual debtor is not relevant because, the Debtors assert, the
claims of the holders of the Senior Secured Notes -- which have
secured claims against all four of the Debtors by virtue of the
Senior Secured Notes and the Senior Secured Notes Guarantees
-- would never be fully satisfied in any hypothetical liquidation,
and the Debtors' unencumbered assets are not sufficient to cover
priority, tax, and administrative claims, which have been greatly
inflated because of the Creditors Committee's litigious nature in
these cases.

Nonetheless, the Debtors delivered to the Court an analysis of the
liquidation values of each individual Debtor.  A full-text copy of
the analysis is available at no charge at:

               http://ResearchArchives.com/t/s?47a

                  Pending & Potential Litigation

None of the Debtors is a plaintiff in any litigation, but the
Debtors are prepared to disclose the only potential litigation
they currently have threatened, which involves alleged trademark
infringement by the former manager of an O'Sullivan Furniture
Factory Outlet retail store in Springfield, Missouri, who has been
using the name "Oh! Sullivan Furniture Factory Outlet."

The Debtors also disclose that 48 product liability claims and
seven other claims have been filed against them.

A complete list of the claimants is available at no charge at
http://ResearchArchives.com/t/s?47b

At this time, the Debtors believe that potential preference
recoveries will not exceed $1,000,000.  The Debtors will provide
additional information regarding potential recoveries as soon as
practicable.

                          Exit Financing

The Debtors also provided non-proprietary, general additional
information that is currently available regarding the Exit
Financing proposals they have received to date.  The Debtors
inform the Court that they will not disclose the specific terms of
various proposals publicly at this time so as not to undermine
their efforts to obtain the most competitive facility.

The Debtors relate that they are seeking a $50,000,000 Exit
Credit Facility, consisting of a five-year revolving credit
facility amounting to $30,000,000 to $35,000,000 and a five-year
term loan amounting to $15,000,000 to $20,000,000.  Lazard expects
the possible rate on the revolving credit facility to range from
LIBOR + 200 basis points to LIBOR + 350 basis points.  The term
loan is expected to be priced at an applicable LIBOR margin that
exceeds that of the revolver.

                        Other Disclosures

To address the Bank of New York's comments, the Debtors will
revise the Plan, among others, to provide that:

   -- Class 2B (Other Secured Claims Against O'Sullivan
      Industries, O'Sullivan Virginia, or OFFO) also includes the
      Allowed prepetition Secured Claim of the Senior Secured
      Notes Indenture Trustee;

   -- the Senior Secured Notes Indenture Trustee and the Senior
      Subordinated Notes Indenture Trustee are included as
      "Released Parties"; and

   -- the amount of postpetition interest on the Senior Secured
      Notes is "approximately $8 million."

The Debtors also provided documentation regarding assumptions,
calculations, and analysis of the Debtors' Enterprise Value.  A
full-text copy of the additional information regarding valuation
is available at no charge at http://ResearchArchives.com/t/s?47c

The Debtors do not believe that they are involved in anything that
could be so dramatically characterized.  The Debtors also note
that it is impractical and dangerous, from a business perspective,
to provide in a public document details regarding their business
significantly beyond what is already included in the Disclosure
Statement.  Nonetheless, the Debtors submitted a summary of the
"ongoing transformations" of their business.  A full-text copy of
the summary is available at no charge at

           http://ResearchArchives.com/t/s?47d

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 Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On Sept. 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND: Defends Lazard's Disinterestedness
--------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 14, 2005, the Official Committee of Unsecured
Creditors opposed O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates' engagement of Lazard Freres & Co., LLC,
primarily questioning the firm's disinterestedness.

Specifically, the Committee argues that Lazard has already earned
the $2,000,000 prepetition Restructuring Fee, transforming the
firm into the Debtors' largest creditor.  

"This is patently false," James C. Cifelli, Esq., at Lamberth,
Cifelli, Stokes & Stout, P.A., in Atlanta, Georgia, exclaims.  
"[The Objection] advocates a per se rule that would disqualify
prepetition professionals, notwithstanding the more flexible
standard adopted by bankruptcy courts in [the Northern District of
Georgia]."

Mr. Cifelli clarifies that the Restructuring Fee is only earned in
the event that there is a pre-arranged or prepackaged plan and
upon the delivery of binding consents to the plan by a sufficient
number of creditors or bondholders, as the case may be, to confirm
the plan.  Mr. Cifelli attests that there were no binding
prepetition consents in the Debtors' Chapter 11 cases, hence, as
Lazard has acknowledged, the firm did not earn the Restructuring
Fee prepetition.

The Committee also postulates that if the Debtors were to
terminate their prepetition engagement agreement, Lazard would
have a prepetition claim against the Debtors.  The contingent
claim, the Committee argues, renders Lazard not disinterested.

Mr. Cifelli states that for the Committee's position to have any
merit, the U.S. Bankruptcy Court for the Northern District of
Georgia would have to accept the circular argument that the claim
created by the denial of the Employment Application creates a
conflict of interest that would justify denying the Application in
the first place.

Similarly, the Committee argues that Lazard should be disqualified
on account of its alleged indemnification and reimbursement claims
against the Debtors.

Mr. Cifelli contends that the fact that the Debtors could
potentially have a claim against Lazard, or vice versa, does not
warrant denying Lazard's retention.  Instead, Mr. Cifelli suggests
that a proposed engagement should be examined by the
Court on a case-by-case basis, especially in light of the
disclosure provided by the Debtors and Lazard.

Furthermore, the Committee argues that Lazard's fee arrangement
should not be approved under Section 328 of the Bankruptcy Code,
but rather the Court should review Lazard's compensation for
reasonableness at a later date.

"Essentially, the Committee is asking this Court to find that
Section 328 should be deleted from the Bankruptcy Code," Mr.
Cifelli says.  "Because a professional must be retained at the
early stages of a case, or risk not being paid its fees, the
Committee's argument turns section 328 on its head."

Mr. Cifelli relates that allowing debtors to retain professionals
under a variety of compensation structures is meant to give them
flexibility.  It is not meant to undermine retention of their
chosen professionals until an indefinite future point in the case,
Mr. Cifelli notes.

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 Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On Sept. 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ON SEMICONDUCTOR: Wants Senior Secured Credit Agreement Amended
---------------------------------------------------------------
ON Semiconductor Corp. together with its primary operating
subsidiary Semiconductor Components Industries, LLC, are asking
the lenders under their senior secured credit agreement to, among
other things reduce the interest rate pricing of the loan facility
and to permit certain proposed amendments to its outstanding bond
indebtedness.

The lenders under the Credit Agreement are:

   * JPMorgan Chase Bank, N.A., as administrative agent;

   * JPmorgan Securities Inc., as co-advisor, joint bookrunner,
     joint lead arranger and co-syndication agent; and

   * Credit Suisse First Boston, as co-advisor, joint bookrunner,
     joint lead arranger and co-syndication agent

                      April 2004 Amendment

On April 22, 2004, the Company refinanced $320.5 million of loans
under our senior bank facilities.  It replaced its tranche E term
loan facility with a new tranche F term loan facility, which bore
interest at a base rate plus a margin that was 0.50% per annum
lower than the comparable margin borne by the tranche E term loan
facility.  Principal repayments of the new tranche F term loan
facility were to be due throughout 2008 and 2009, provided that,
if the Company had not redeemed or repurchased it second-lien
senior secured notes in full on or prior to November 15, 2007, the
tranche F term loan facility would mature on November 15, 2007.

                     December 2004 Amendment

In December 2004, the Company refinanced the term loans under its
senior bank facilities and increased its total borrowings under
these facilities to $645.5 million.  The Company replaced
$320.5 million of the tranche F term loan facility with
$645.5 million of a tranche G term loan facility with terms, other
than the interest rate and principal balance, that are largely
identical to those of the tranche F term loan facility.  Proceeds
from the tranche G term loan facility were used to acquire
$130 million principal outstanding of the Company's first-lien
notes and $195 million principal outstanding of the Company's
second-lien notes.  Principal payments under the tranche G term
loan facility are paid quarterly at an annualized rate of 1% of
the original principal balance, with the remaining principal due
at maturity.  The tranche G loan facility expires December 15,
2009, but can be extended to December 15, 2011, provided that the
zero coupon convertible senior subordinated notes and the junior
subordinated note are redeemed by December 15, 2009 and December
15, 2010, respectively.  

        Covenant Revisions in the Fourth Quarter of 2004

After meeting certain financial conditions during the fourth
quarter of 2004, certain financial covenants were revised in the
Company's senior bank facilities to:

   -- increase the maximum amount of sales, transfers and other
      dispositions of assets during any fiscal year to $50 million
      aggregate fair market value;

   -- permit acquisitions of up to $50 million in equity interests
      of other companies;

   -- increase the maximum amount of other investments to
      $100 million;

   -- remove the minimum cash and cash equivalents requirement;
      and

   -- allow payment of fees and expenses in cash to TPG in an
      aggregate amount not to exceed $2 million in any fiscal
      year.

A full text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?474

ON Semiconductor Corp. -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

As of September 30, 2005, the Company's equity deficit narrowed to
$482 million from a $537 million deficit at December 31, 2004.


OPTINREALBIG.COM: Wants Plan-Filing Period Stretched to March 3
---------------------------------------------------------------
OptInRealBig.com, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to extend the period within which it has the
exclusive right to file a plan of reorganization to March 3, 2006.
The Debtor also wants the period within which it has the exclusive
right to solicit acceptances for a chapter 11 plan to May 2, 2006.

Harold G. Morris, Jr., Esq., at Lindquist & Vennum P., LLP, in
Denver, Colorado, informs the Court that the Debtor needs the
extension for its request to dismiss its chapter 11 case and
litigation settlements are still pending.

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
Company asked the Court to dismiss their chapter 11 cases.

The Debtors remind the Court that they sought protection under
chapter 11 to stay 13 legal actions filed against them,
particularly those of Microsoft Corporation and American Family
Mutual Insurance Co.  

                      Pending Litigation

Prior to its bankruptcy filing, Microsoft sued the company for
sending unsolicited e-mail.  The software giant sought a $50
million judgment against OptIn.

There are eight cases pending against the Debtors in Lake County,
Utah, three in King County, Washington, and one in Santa Barbara,
California.  All of these suits allege unsolicited e-mail
violations.  

Furthermore, the company's insurer, American Family Mutual
Insurance Co., filed an action against OptIn and Mr. Richter
seeking declaratory relief denying insurance coverage for costs of
defense and liability associated with the various lawsuits pending
against it.

                     The Microsoft Settlement

Microsoft commenced litigation against the Debtors on Dec. 17,
2003.  The suit alleges:

   -- trespass to chattels;
   -- conversion;
   -- violation of the Washington Commercial Electronic Mail Act;
   -- violation of the Washington Consumer Protecion Act;
   -- violation of the Federal Computer Fraud and Abuse Act;
   -- violation of the New York Gen. Bus. Law Section 349; and
   -- violation of the Lanham Act (false designation of origin).  

Microsoft also filed a complaint seeking to have any judgment
against Mr. Richter deemed non-dischargeable.

Since the litigation is costly and time consuming for both
parties, OptIn, Mr. Richter and Microsoft engaged in settlement
discussions.  After several meetings and negotiations, the parties
agree that:

   a) the Debtors will pay Microsoft $7 million within 24 hours
      after the chapter 11 cases are dismissed;

   b) the Debtors will consent to a permanent injunction
      requiring their continued compliance with certain
      applicable laws;

   c) the Debtors and Microsoft will issue a press release
      announcing the terms of the settlement and will refrain
      from giving any statements which are not in conformity with
      the prepared statement.

According to the Debtors, the settlement will dramatically
increase the company's internet market.  The settlement will brand
OptIn as the most legitimate independent internet advertising
service in the United States.  

                 The American Family Settlement

OptIn and its owner, Scott Allen Richter, has also reached a
settlement with American Family Mutual Insurance.  The terms of
the settlement include:

   -- a payment to OptIn for an undisclosed amount;

   -- mutual releases of all claims between the parties including
      the insurers potential future obligations under prepetition
      insurance policies; and

   -- American Family will release the Debtors from a
      $2.6 million claim.

                       Other Lawsuits

The Debtors are confident that the other pending litigation will
have minimal effect on the company.  As such, they believe that
their counsel can easily resolve the cases.

An entity known as Infinite Monkeys & Co., LLC, filed a
$49,168,000 claim against the Debtors.  OptIn does not believe
that this claim has any merit.

The Debtors believe that with the resolution of the American
Family and the Microsoft lawsuits, they can now go back to
business in a better financial position.

Headquartered in Westminster, Colorado, OptInRealBig.com, LLC, is  
an e-mail marketing company.  The Company filed for chapter 11  
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
John C. Smiley, Esq., at Lindquist & Vennum P., LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $50 million to $100 million.


PREMIER ENT: 10-3/4% Notes Default Prompts Moody's to Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Premier Entertainment, Inc.'s
ratings following the company's Jan. 19, 2006 8-K filing that it
received a notice from the trustee on Jan. 6, 2005 relating to its
10-3/4% first mortgage notes due 2012 that an event of default has
occurred because of an alleged failure of the Hard Rock Hotel and
Casino Biloxi to be operating by the operating deadline as defined
in the first mortgage note indenture.  A negative ratings outlook
was assigned.

These ratings were affected:

   * Corporate family rating, to Caa1 from B3; and
   * $160 million 10 3/4% first mortgage notes, to Caa1 from B3.

The downgrade considers the event of default notice as well as the
increased uncertainty regarding the amount and timing of insurance
proceeds that could be used to repay the $160 million of
outstanding first mortgage notes.  The downgrade acknowledges that
the company disagrees with the trustee decision to declare an
event of default, and that certain of the trustee's assertions are
subject to litigation currently pending in the United States
District Court for the Southern District of Mississippi.  The
negative rating outlook considers that the amount of potential
impairment could increase over time depending on the outcome of
pending insurance matters.

The Caa1 rating anticipates that bondholders will likely
experience some level of impairment.  While insurance proceeds may
ultimately be enough to provide first mortgage note holders with
full recovery, Premier is still in negotiations regarding its
largest layer of insurance coverage, and also announced in the
Jan. 19, 2005 8-K that it has filed suits against two of its
insurance carriers.  Separately, the company's previously
announced offer to purchase any and all of its outstanding first
mortgage notes has expired without being consummated.  According
to the Jan. 19, 2005 8-K filing, Premier continues to evaluate its
alternatives with respect to the refinancing and repurchase of the
first mortgage notes.

The downgrade ends the rating review process that began on
Aug. 29, 2005 when Moody's placed the ratings of Premier on review
for possible downgrade in response to the negative impact that
Hurricane Katrina would likely have on the Hard Rock Hotel &
Casino Biloxi development project.  Although nearly complete at
the time, the facility was severally damaged and unable to open as
a result of the weather catastrophe.


PREMIER ENTERTAINMENT: S&P Junks Ratings and Removes Watch
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Premier
Entertainment Biloxi LLC to 'CCC' from 'B-'.  At the same time,
the ratings were removed from CreditWatch with negative
implications where they were placed on Aug. 29, 2005.  The outlook
is negative.
      
"The downgrade reflects increased uncertainty surrounding the
company's ability to resolve insurance claims and refinance its
10.75% first mortgage notes due 2012, and the potential
difficulties making interest payments after February 2006," said
Standard & Poor's credit analyst Emile Courtney.
     
Premier announced that its December 2005 offer to repurchase the
notes has expired without being consummated and that it is
evaluating refinancing alternatives.  Furthermore, the company
stated it has filed lawsuits against two property insurance
carriers for failure to cover damages to the Hard Rock Hotel and
Casino Biloxi sustained as a result of Hurricane Katrina.  These
carriers cover potential property insurance proceeds totaling
$39 million, a meaningful portion of the estimated $206 million in
funding needed to fully rebuild and open the property, as well as
pay interest payments on the notes during the reconstruction
period.
     
In addition, Premier announced it has received notice of an event
of default from the trustee of the notes.  The event of default
relates to the alleged failure of the Hard Rock Hotel and Casino
Biloxi to be in operation by a deadline defined in the notes
indenture.  The company also announced that in its response to the
trustee it disagrees that an event of default has occurred.
     
Premier is the entity formed to construct a Hard Rock-themed
casino resort along the Mississippi Gulf Coast in Biloxi,
Mississippi.


REAL MEX: S&P Places B Corporate Credit Rating on CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Long Beach, California-based
Real Mex Restaurants Inc. on CreditWatch with developing
implications.  The rating action follows the company's
announcement that it plans to engage financial advisors to assist
in exploring strategic alternatives.  Ratings could be raised,
lowered, or affirmed, depending on the company's chosen strategic
alternative and its impact on the company's financial profile.


REUNION IND: Selling Plastics Unit Assets to Oneida for $10.9MM
---------------------------------------------------------------
Reunion Industries, Inc., entered into an Asset Purchase Agreement
to sell the business and substantially all of the assets of its
Plastics Segment to Oneida Molded Plastics, LLC, on or before
February 28, 2006, for $10.9 million cash and assumption of
accounts payable and other current liabilities of the Plastics
Segment.  

Reunion's management disclosed in their Form 10-Q filing for the
period ending September 30, 2005, that they need to generate
liquidity to service debt and meet future obligations through
asset sales.  

The Company's plastics division generated around $4.87 million in
net sales and earned $412,000 in gross profit in the third
quarter.

Completion of the transaction is subject to the satisfaction of
certain conditions, including, among others, financing.   

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. -- http://www.reunionindustries.com/-- owns and operates
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.

As of September 30, 2005, the Company's equity deficit narrowed to
$24.32 million from a $25.58 million deficit at December 31, 2004.

                         *     *     *

                      Going Concern Doubt

As previously reported in the Troubled Company Reporter on
Apr. 29, 2005, Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about Reunion Industries, Inc.'s ability to
continue as a going concern after it audited the Company's Form
10-K for the fiscal year ended Dec. 31, 2004.  The auditors cited
four factors that triggered the going concern opinion:

    -- the Company's $13.3 million working capital deficit,

    -- a loss from continuing operations of $3.5 million before
       gain on debt extinguishment,

    -- cash used in operating activities of $3.3 million, and

    -- a deficiency in assets of $25.6 million.


REVLON INC: CFO McGuire & Unit's President Kennedy to Swap Jobs
---------------------------------------------------------------
Revlon Inc. (NYSE: REV) reported that Thomas McGuire, the
company's Chief Financial Officer and Executive Vice President and
David Kennedy, President of International and Executive Vice
President, will rotate their positions and responsibilities,
giving the company the benefit of the varied and valuable
experiences and perspectives of two of its most senior executives
in these new roles.

Jack Stahl, President and Chief Executive Officer, said, "This is
a very positive step for Revlon.  Tom McGuire and David Kennedy
both came to Revlon with terrific credentials and have contributed
enormously to the company's progress over the past three years.
Under Tom's leadership, our financial strength and flexibility
have been significantly enhanced through successful implementation
of our comprehensive Sarbanes-Oxley compliance, including enhanced
internal controls, as well as our debt-for-equity exchange and
debt refinancings.  David has successfully strengthened our
international management team, reporting structures and controls
and developed and implemented strategies that have restored growth
to this key segment of our business.  At the same time, Tom has
strong overseas experience and David has a very solid background
in finance.  By rotating their roles and responsibilities, Revlon
will gain from an exchange of ideas, experiences and skills by two
of our most successful executives and a continued close working
relationship between them."

The rotation of responsibilities will be effective in March 2006
after the company files its Form 10-K for 2005.  Mr. McGuire and
Mr. Kennedy will work together during the first quarter of 2006 to
ensure a smooth transition.

Mr. McGuire joined Revlon in 2003.  Prior to that, he had been
based overseas for more than seven years of his career in a
variety of key financial and operational positions.  At one point,
Mr. McGuire served as Marketing Division Vice President of The
Coca-Cola Company.  Previously, during his 18-year career at Coca-
Cola, he held senior leadership roles abroad, in both Germany and
Latin America.

Mr. Kennedy joined Revlon in 2002.  His 33-year business career
includes 20 years in senior finance and accounting positions.  
From 1998 to 2001, he was Managing Director of Coca-Cola Amatil
Ltd., a publicly held company based in Sydney, Australia.  Prior
to 1998, Mr. Kennedy held several senior management and senior
financial positions with The Coca-Cola Company and its divisions
and affiliated companies, which he joined in 1980.  These included
serving as General Manager of The Coca-Cola Fountain Division from
1992 to 1997 and in various key financial positions from 1983 to
1987 for Columbia Pictures Industries, Inc., then a wholly owned
subsidiary of The Coca-Cola Company, including as Corporate
Controller and Senior Vice President of Finance, where he was
responsible for financial reporting and internal controls.  A
certified public accountant, Mr. Kennedy spent the first eight
years of his career at Ernst & Young as an Audit Manager.

"Our international business has benefited greatly from David's
leadership and I believe that the business will continue to offer
significant growth potential as we move forward under Tom's
leadership.  Both Tom and David are excited by their new roles and
this allows us to capitalize on their current experience at
Revlon, as well as their previous experience, in these critical
and strategic functions," concluded Mr. Stahl.

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/ Corporate and
investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of September 30, 2005, the Company's equity deficit widened to
$1.17 billion from a $1.02 billion deficit at December 31, 2004.


RFSC SERIES: Moody's Reviews Class B-I-2 Certificates' B2 Rating
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one subordinated tranche from one mortgage
securitization issued by RFSC Series 2001-RM2 Trust.  The action
is based on the fact that the bond's current credit enhancement
level is low compared to the projected loss numbers for the
current rating level.

The securitization being placed under review for possible
downgrade suffers primarily from the performance of the underlying
loans with cumulative losses exceeding our original expectations.

The complete rating actions are:

Issuer: RFSC Series 2001-RM2 Trust

   * Class B-I-2, current rating B2, under review for possible
     downgrade


ROMACORP INC: Wants Until June 5 to Make Lease-Related Decisions
----------------------------------------------------------------
Romacorp, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to extend until June 5,
2006, the time within which they can elect to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.

The Debtors' present unexpired lease decision deadline will expire
on March 6, 2006, a day before the confirmation hearing for their
Amended Joint Plan of Reorganization.  The Debtors are currently
parties to 15 unexpired nonresidential real property leases,
consisting of their restaurant leases.

The proposed Plan provides that all executory contracts and
unexpired leases not previously assumed or rejected, not
terminated by their terms, or to which a motion to assume or
reject is pending, are deemed assumed.

The Debtors give the Court three reasons supporting the extension:

   1) the Debtors need flexibility during the ongoing Plan
      solicitation and confirmation process with their creditors
      constituencies to ensure that the leases will be assumed as  
      provided for in the Plan;

   2) the leases are important primary assets of the Debtors that
      they need to continue operating the company-owned
      restaurants; and

   3) the requested extension will not prejudice the landlords of
      the leases because the Debtors are current on all post-
      petition obligations under those leases.

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and $76,309,000 in total debts.


ROMACORP INC: Amended Plan Confirmation Hearing Set for March 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a confirmation hearing at 10:30 a.m., on March 7, 2006,
for the Amended Joint Plan of Reorganization filed by Romacorp,
Inc., and its debtor-affiliates.  The Court approved the adequacy
of the Amended Disclosure Statement explaining that Plan on
Jan. 17, 2006.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Joint Plan to creditors and
solicit their votes in favor of the Plan.

             Treatment of Claims and Interests
               Under the Amended Joint Plan

1) Priority non-tax claims will receive cash in an amount equal to
   the allowed amount of their claims on the Distribution Date.  

2) The GECFFC secured claims and the GECFFC guaranty claims will
   receive, at the option of the Reorganized Debtors either the
   treatment required under Section 1124(c) of the Bankruptcy Code
   for those claims or full payment in cash.

3) Allowed other secured claims will receive on the Distribution
   Date and at the option of the Reorganized Debtor, either:

   a) the collateral securing the claim;

   b) cash in an amount equal to the lesser of the allowed amount   
      of those claims with interest and other fees or the value of
      the collateral securing the claim;

   c) a cash payment to cure any pre-petition default,
      reinstatement of the underlying secured debt, reinstatement
      of all liens, and the Reorganized Debtors' promise to
      perform its obligations under the original credit agreement;

   d) the treatment required under Section 1124(2) of the
      Bankruptcy Code for those claims to be unimpaired or other
      treatment that the Reorganized Debtors and holder of the
      claim agree on.

4) Senior noteholder claims will receive their pro rata share of
   the Reorganized Restaurant Holdings Common Stock on the
   Distribution Date.

5) General unsecured claims, totaling approximately $3,166,201,
   will receive either:

   a) a pro rata share of the Reorganized Restaurant Holdings
      Common Stock along with the holders of the Senior
      Noteholder Claims, or

   b) cash equal to 20% of the claim and subject to a maximum
      payout of $1 million to all allowed general unsecured
      claims.

6) Intercompany claims will be reviewed by the Debtors and
   adjusted, continued or discharged as the Debtors deem
   appropriate.

7) Equity interests in Roma Restaurant Holdings, Inc. will be
   cancelled and voided in exchange for a payment of $200,000 to
   be shared pro rata among the holders of those interests.  The
   legal, equitable and contractual rights of the holders of
   equity interests in the Subsidiary Debtors will remain
   unaltered.

A full-text copy of the black-lined version of the Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060120015503

Objections to the Amended Plan, if any, must be filed and served
by Feb. 22, 2006.

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and $76,309,000 in total debts.


SANKATY HIGH: Moody's Rates $12.5 Million Class E Sub. Notes at B
-----------------------------------------------------------------
Fitch Ratings assigns these ratings to Sankaty High Yield Partners
III, L.P.:

    * $95,000,000 class A-1A first senior secured variable-funding
      notes 'AAA';

    * $105,000,000 equivalent class A-1B first second senior
      secured variable-funding multi-currency notes 'AAA';

    * $35,000,000 class A-1C first senior secured variable-funding
      swingline notes 'AAA';

    * $220,000,000 class A-1 first senior secured floating-rate
      notes 'AAA';

    * $14,000,000 class A-2 second senior secured floating-rate
      notes 'AA';

    * $22,500,000 second senior loans 'AA';

    * $29,500,000 class B third senior secured fixed-rate
      notes 'A';

    * $11,000,000 class B third senior secured floating-rate
      notes 'A';

    * $7,500,000 class C senior subordinated secured fixed-rate
      notes 'BBB';

    * $43,000,000 class C senior subordinated secured floating-
      rate notes 'BBB';

    * $3,500,000 class D subordinated secured fixed-rate
      notes 'BB';

    * $17,500,000 class D subordinated secured floating-rate
      notes 'BB'; and

    * $12,500,000 class E junior subordinated secured floating-
      rate notes 'B'.

At closing, the issuer had unrated equity capital commitments and
contributions totaling $119,000,000.  The recapitalization extends
the life of the vehicle to April 2011.

The ratings are based upon:

   * the proposed target asset pool;

   * the approved advance rates applicable to those assets;

   * the credit enhancement provided to the various rated classes
     of debt through subordination; and

   * the unrated equity capital.

The ratings are also derived from Fitch's assessment of the
experience and capability of Sankaty Advisors, LLC, as investment
manager.

The issuer is structured as a market value collateralized debt
obligation, which will invest the proceeds of its note issuance in
a diverse portfolio of:

   * bank loans,

   * high yield securities, and

   * mezzanine and special situation investments (including
     private equities and structured products).

Sankaty Advisors, LLC commenced operations in 1998 by investment
specialists in:

   * bank loans,
   * high yield debt,
   * mezzanine investments,
   * structured products, and
   * equities.

Since inception, Sankaty Advisors has managed $12 billion in
committed capital and currently has a team of 50 investment
professionals.


SATMEX: Mexican Government May Sell Stake After Restructuring
-------------------------------------------------------------
Mexico's government considers selling its 23.5% stake in
financially troubled satellite operator, SATMEX aka Satelites
Mexicanos, once it completed its $800 million debt restructuring
process, Business News Americas reports.

"The [company's concession] contracts include the possibility of
selling the [government's] stake, but before that there would have
to be a restructuring process.  If not, there would be uncertainty
for the potential buyer," government official Rodolfo Salgado said
in published reports.  Mr. Salgado heads the structural change
support unit of the transport and communications ministry.

Business News relates that SATMEX is in default of $523 million in
debts.  The Mexican government became involved in a controversy
with U.S. creditors after it paid $188 million to the company's
principal shareholder, Sergio Autrey.

Speculations were high that the government pressured SATMEX to
file for bankruptcy in Mexico where debt might be dealt with more
favorably, Business News relates.  U.S. creditors reluctantly
conceded last August to allow the bankruptcy to take place in
Mexico.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V. --
http://www.satmex.com/-- is the leading provider of fixed  
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to customers
for distribution of network and cable television programming and
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice and
video applications, as well as satellite internet services.  The
Debtor is an affiliate of Loral Space & Communications Ltd., which
filed for chapter 11 protection on July 15, 2003 (Bankr. S.D.N.Y.
Case No. 03-41710).  Some holders of prepetition debt securities
filed an involuntary chapter 11 petition against the Debtor on May
25, 2005 (Bankr. S.D.N.Y. Case No. 05-13862).  The Debtor, through
Sergio Autrey Maza, the Foreign Representative, Chief Executive
Officer and Chairman of the Board of Directors of Satmex filed an
ancillary proceeding on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).  
Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SAV-ON LTD: Secures $1 Million DIP Loan From Phoenix Partners
-------------------------------------------------------------
The U.S. Bankruptcy Court Northern District of Texas in Dallas
gave its final stamp of approval to the $1 million postpetition
financing agreement between Sav-On, Ltd., and Phoenix Partners,
Inc.

The Debtor will use the proceeds of the postpetition loan to
preserve and maintain the property and assets of the estate, and
to meet payroll and other essential expenses.

Phoenix agrees to provide the Debtor with a $1 million revolving
line of credit, carrying an interest rate of 6% per annum payable
monthly for a term of one year from the date of initial funding.  
The total outstanding unpaid balance of any amounts advanced by
Phoenix is due and payable in full on the earlier of:

     a) a demand by Phoenix;

     b) one year from the date of initial funding;

     c) the entry of a final, non-appealable order confirming
        any plan of reorganization proposed by the Debtor; or

     d) conversion of Debtor's chapter 11 bankruptcy case to a
        chapter 7 liquidation proceeding.

The postpetition loan is secured by a junior priority security
interest in and liens upon all of the Debtor's prepetition and
postpetition collateral, subject to the acknowledged senior
security interest and lien of Comerica Bank and any other valid
prior security interest or liens held by any other party on the
collateral.

Apart from the DIP loan, the Debtor has a $1.54 million
prepetition debt to Phoenix.  The debt is secured by valid,
perfected, and enforceable liens and security interests in
substantially all of the Debtor's assets subordinate to existing
priority perfected security interests.

Headquartered in Dallas, Texas, Sav-On, Ltd., operates 37 retail
and commercial stores that sell a wide range of standard office
supplies and products predominantly in small towns located in
Texas, New Mexico, Colorado, Oklahoma, Louisiana, Tennessee and
Alabama.  The Debtor filed for chapter 11 protection on Nov. 19,
2005 (Bankr. N.D. Tex. Case No. 05-86875).  Donald R. Rector,
Esq., at Glast Phillips & Murray, PC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $7,844,155 in total assets and
$14,971,386 in total debts.


SEAGATE TECHNOLOGY: Earns $287 Mil. in Quarter Ended Dec. 30, 2005
------------------------------------------------------------------      
Seagate Technology (NYSE: STX) reported record quarterly revenue
of $2.3 billion, net income of $287 million, and diluted earnings
per share of $0.57 for the quarter ended Dec. 30, 2005.  Included
in these results are expenses of $20 million for non-cash stock
based compensation and a $6 million one-time charge associated
with a licensing arrangement Seagate entered into during the
quarter.  These results compare to revenue of $1.85 billion, net
income of $144 million and diluted earnings per share of $0.29 in
the year-ago quarter.

"Seagate's outstanding performance reflects the company's unique
and consistent ability to successfully capitalize on the
accelerating demand for digital content being consumed at home, at
work and on the go," Bill Watkins, Seagate president and chief
executive officer, said.  "Our broad product line coupled with our
technology, product and cost leadership continues to deliver key
advantages across the expanding markets for disc drives, fueling
significant unit and revenue growth.

                             Outlook

For the March quarter, Seagate expects to report revenue of
approximately $2.25 billion, and diluted earnings per share of
approximately $0.55, excluding expenses associated with non-cash
stock based compensation.  Non-cash stock based compensation is
expected to be approximately $21 million or $0.04 per share,
equating to GAAP earnings per share of approximately $0.51.

For fiscal year 2006, Seagate now expects to report earnings per
share in the range of $2.20 - $2.25, excluding charges for non-
cash stock based compensation.  Charges for non-cash stock based
compensation are expected to be approximately $0.16 per share,
which equates to GAAP diluted earnings per share in the range of
$2.04 - $2.09.  This compares to Seagate's previously stated
fiscal year guidance of approximately $2.00 per share or
approximately $1.84 per share when including charges for non-cash
stock based compensation.  The annual outlook incorporates a 5%
tax rate during the March and June quarters.
    
                            Dividend

The company has declared a quarterly cash distribution of $0.08
per share to be paid on or before Feb. 17, 2006 to all common
shareholders of record as of Feb. 3, 2006.
    
Seagate Technology -- http://www.seagate.com/-- is the worldwide  
leader in the design, manufacture and marketing of hard disc
drives, providing products for a wide-range of Enterprise,
Desktop, Mobile Computing, and Consumer Electronics applications.  
Seagate's business model leverages technology leadership and
world-class manufacturing to deliver industry-leading innovation
and quality to its global customers, and to be the low cost
producer in all markets in which it participates.  The company is
committed to providing award-winning products, customer support
and reliability to meet the world's growing demand for information
storage.  Seagate was named 2006 Company of the Year by Forbes
Magazine.
    
                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2005,
Moody's Investors Service placed the ratings of Seagate Technology
HDD Holdings on review for possible downgrade.  The review is
prompted by the company's announcement of its intention to acquire
Maxtor Corporation in an all-stock transaction for approximately
$1.9 billion.  Concurrently, Moody's is also placing the ratings
for Maxtor under review for a possible upgrade.  The acquisition,
which has been approved by both boards of directors, is expected
to close by the end of June 2006 and is subject to customary
approvals and consents.

Ratings under review for possible downgrade;

   1) Ba1 rating to Seagate's $150 million guaranteed senior
      secured revolving credit facility, due 2007

   2) Ba2 rating to Seagate's $400 million senior notes 8%,
      due 2009

   3) Ba1 Corporate Family Rating to Seagate

   4) SGL -- I liquidity rating to Seagate

These ratings have been placed on review for possible upgrade:

   1) B2 rating to Maxtor's remaining $135 million of the
      $230 million 6.8% convertible senior notes, due 2010

   2) Caa1 rating to Maxtor Corporation's $60 million
      5-3/4% convertible subordinated debentures, due 2012

   3) B2 Corporate Family Rating to Maxtor


SHERIDAN HEALTHCARE: S&P Affirms Corporate Credit Rating at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Sheridan Healthcare Inc. in light of the
company's proposed second amendment to its senior secured credit
agreement.  The rating outlook remains stable.

The 'B+' bank loan rating and recovery rating of '3' on the
company's first-lien credit facility were also affirmed.  The '3'
recovery rating indicates the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.
     
As part of the proposed credit agreement amendment, Sheridan will
issue an $80 million first-lien term loan B add-on and use the
proceeds to:

   * retire its $65 million second-lien loan;

   * repay about $13 million drawn under the company's revolver;
     and

   * fund $3 million of related transaction costs.

The amendment will also increase the size of the company's
revolver to $50 million from $40 million, and should reduce the
pricing on the company's term B loan.  After the transaction,
Sheridan's $180 million term B loan will be the company's only
outstanding debt.
      
"The ratings evidence our ongoing concerns regarding Sheridan's
narrow operating focus and the concentration of its payors and
regions of operation," said Standard & Poor's credit analyst Jesse
Juliano.  "The ratings also reflect Sheridan's exposure to
malpractice risk, the threat of increased competition, and the
company's relatively high debt burden.  These concerns are
partially offset by Sheridan's strong operating performance since
Standard & Poor's initially assigned ratings to the company in
October 2004, an industry trend toward physician outsourcing, and
the company's leading niche positions in anesthesia and
neonatology staffing, which have contributed to its consistent
organic growth."
     
Sunrise, Florida-based Sheridan provides physician staffing and
physician practice management services to hospitals and office-
based medical practices, focusing on the anesthesia and
neonatology markets, which represent about three-fourths of its
revenues.  Sheridan holds the No. 1 and No. 2 positions in
anesthesia and neonatology staffing, respectively, and provides
services to multiple facilities and contracts.


SKIN NUVO: Court Sets February 28 for Disclosure Statement Hearing
------------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada will convene a hearing on Feb. 28, 2006, at
2:00 p.m., to consider the adequacy of information contained in
Skin Nuvo International, LLC, and its debtor-affiliates'
Disclosure Statement explaining its First Amended Joint Plan of
Reorganization.

Parties who want to receive copies of the Disclosure Statement and
any exhibits may request a copy from:

        Keith Miles Aurzada
        Hance Scarborough Wright Ginsberg & Brusilow, LLP
        1401 Elm Street, Suite 4750
        Dallas, Texas 75202
        Tel: (214) 651-6511

As previously reported in the Troubled Company Reporter on
Dec. 26, 2005, the Plan is a liquidating plan and provides for
distributions of the cash sale proceeds in accordance with the
priorities under the Bankruptcy Code.  Under the plan, any
remaining assets will also be liquidated and distributed, as will
estate assets, including avoidance actions and other causes.  The
plan also appoint Greg Murray as chief executive officer of the
Reorganized Debtor and will have the authority to take all actins
necessary to effectuate the plan.

                     Treatment of Claims

Under the Plan, only Allowed Customer Claims are unimpaired.
Allowed Customer Claims, estimated to be $12 million, will be paid
the value of their claims in services to be provided by GRF
Delaware MedSpa Holdings, LLC, which has assumed the obligation to
provide such services.

Allowed Priority Unsecured Claims will:

    (i) be paid in one cash payment on the later of:

         (1) the effective date (or as soon as reasonably
             practicable thereafter) and

         (2) 15 business days following the date the Claim is
             allowed by Final Order, or

   (ii) receive such other less favorable treatment that may
        be agreed upon in writing by the Chief Executive Officer
        and such holder.

Should the cash be insufficient to pay Allowed Priority Unsecured
Claims in full, the holders of these claims will be paid on a pro
rata basis.  If a Buyer has assumed a claim, the holder of the
claim will look solely to the Buyer for payment and will receive
nothing from the Debtors or the estates.

Secured Creditors, except Syneron Inc., will have their collateral
returned.  Deficiency in the claims will be treated as an Allowed
General Unsecured Claim.

Syneron will have the Syneron Equipment returned and will be sold
pursuant to the terms of the Sale Order.  Syneron will be entitled
to retain the proceeds of the Syneron Sale except that should the
Court determine that Syneron does not hold a valid, enforceable,
nonavoidable lien on one or more pieces of equipment, Syneron must
deliver to the Debtors the proceeds derived from the piece or
pieces of equipment, less the pro rata cost of sale.

Allowed General Unsecured Claims will receive a Pro Rata share of
the Sale Proceeds and Estate Assets.  Holder of General Unsecured
Claims having claims of less than $50 will receive nothing under
the plan.

Holders of Allowed Subordinated Claims and Allowed Interests will
receive nothing under the Plan.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering  
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., at Hance Scarborough Wright Ginsberg &
Brusilow, LLP and Nile Leatham, Esq. & James B. MacRobbie, Esq.,
at Kolesar & Leatham, Chtd., represent the Debtors.  The Company
and its debtor-affiliates filed for chapter 11 protection on
March 7, 2005 (Bankr. D. Nev. Case No. 05-50463).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


STEWART ENT: Delays Filing of Form 10-K for Fiscal Year 2005
------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEIE) will file a Form
12b-25 announcing the delay of filing its results for the fiscal
year 2005 on Form 10-K.

Stewart Enterprises, Inc. was unable to file its Annual Report on
Form 10-K for the fiscal year ended Oct. 31, 2005 by Jan. 17, 2006
because the Company has experienced significant delays in
completing its consolidated financial statements and its Section
404 assessment of internal control over financial reporting.  The
delays are primarily a result of:

     (1) the Company's deferred revenue project not being
         completed by that time,

     (2) the disruption caused by Hurricane Katrina, and

     (3) the Company's continued efforts to complete management's
         assessment of internal control over financial reporting
         in accordance with Section 404 of the Sarbanes-Oxley Act,
         principally with regard to the deferred revenue project.

As previously reported, in connection with its internal control
assessment under Section 404 of Sarbanes-Oxley, the Company
undertook a project in 2005 to verify the balances in deferred
preneed cemetery service and merchandise revenue and deferred
preneed funeral revenue by physically reviewing substantially all
of the preneed cemetery and funeral service and merchandise
contracts included in its backlog.  This process involved the
physical review of nearly 700,000 preneed contracts.  The
Company's review of these contracts is substantially complete, and
the results of that review are in the process of being analyzed by
the Company and are subject to completion of audit procedures by
the Company's independent registered public accounting firm.

                    Deferred Revenue Project

Although the deferred revenue project is not yet complete, based
on information currently available, management believes that the
project will result in a restatement of the Company's financial
statements for fiscal years 2001 through 2004, including the
quarters therein, and the first three quarters of 2005.

Management believes that a significant portion of the adjustment
will relate to the cumulative effect of adopting Staff Accounting
Bulletin 101 on Nov. 1, 2000, but that a material portion of the
adjustment will impact reported revenues and earnings for fiscal
years 2001 through 2005.  Management believes that the restatement
will result in adjustments for prior period financial statements
that will increase deferred revenue at Oct. 31, 2005 in an amount
that is not currently expected to materially exceed $120 million,
that will decrease shareholders' equity at Oct. 31, 2005 in an
amount that is not currently expected to materially exceed      
$75 million and increase deferred tax assets at Oct. 31, 2005 in
an amount that is not currently expected to materially exceed   
$45 million.  Deferred revenue and the related non-controlling
interest in funeral and cemetery trusts as originally reported as
of Oct. 31, 2004 was approximately $1.1 billion.

The Company has identified a significant number of contracts under
which services and or merchandise have been delivered but related
trust funds have not been withdrawn.  As a result, based on
information developed in the project, the Company has been able to
withdraw approximately $19 million from its trust accounts during
2005 representing amounts that were not withdrawn in prior
periods, even though the related services and merchandise had been
delivered in prior periods.

      Nonreliance On Previously Issued Financial Statements

Due to the restatements described, the Company's audit committee
concluded on Jan. 16, 2006 that the previously issued financial
statements for all annual and quarterly periods for fiscal years
2001 through 2005 should no longer be relied upon.

                    Effect On Debt Agreements

The restatements relating to the deferred revenue project may
create a default or event of default under the Company's bank
credit facility.  Also, if the Company is unable to file the
completed 2005 Form 10-K by Feb. 1, 2006, there will be a default
under the credit facility that will become an event of default if
not cured within 15 days.  The Company has initiated contact with
its lead lenders under the facility and expects to seek, and
receive, waivers of any such defaults in the near future.
  
                         Nasdaq Listing

Additionally, as previously disclosed, the Nasdaq Stock Market has
granted the Company's request for an extension of time within
which to file the 2005 Form 10-K and its Third Quarter Report
until Feb. 15, 2006.  If the Company is not able to meet that
deadline, the Company would request an extension.  However, there
can be no assurances that such an extension would be granted and
the Company may be subject to further delisting proceedings by
Nasdaq.

Nasdaq notified the Company on Jan. 17, 2006 that the Company's
filing on Oct. 24, 2005 of the Form 10-K/A for the fiscal year
ended Oct. 31, 2004 without an audit report and without the
certifications of the CEO and CFO was an additional noncompliance
with the continued listing requirements of Nasdaq Marketplace Rule
4310(c)(14).  The Company plans to present its views to the Panel
by Jan. 24, 2006

                   Anticpated Filing Schedule

The Company intends to file the 2005 Third Quarter Report prior to
or concurrently with filing its 2005 Form 10-K.  The Company is
working diligently to complete the 2005 Form 10-K by the extended
deadline of Feb. 1, 2006 and file its 2005 Third Quarter Report by
Feb. 1, 2006.  The Company also plans to file a complete Form   
10-K/A for the fiscal year ended Oct. 31, 2004 by Feb. 15, 2006.

                        Material Weakness

The Company is required to provide management's annual report on
internal control over financial reporting in the 2005 Form 10-K.  
Management anticipates that the report, and the related auditor's
report, will conclude that as of Oct. 31, 2005, the Company's
internal control over financial reporting was not effective due to
material weakness related to its accounting for deferred revenue.  
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Additionally, this control deficiency could result in further
misstatements to the Company's goodwill, deferred taxes, deferred
preneed revenue, revenue, equity and disclosures that would result
in a material misstatement to the annual or interim financial
statements that would not be prevented or detected.  Accordingly,
as of Oct. 31, 2005, management determined that this control
deficiency represented a material weakness in internal control
over financial reporting.

Founded in 1910, Stewart Enterprises --
http://www.stewartenterprises.com/-- is the third largest   
provider of products and services in the death care industry in
the United States, currently owning and operating 231 funeral
homes and 144 cemeteries. Through its subsidiaries, the company
provides a complete range of funeral merchandise and services,
along with cemetery property, merchandise and services, both at
the time of need and on a preneed basis.

Stewart Enterprises' 6.25% Senior Notes due 2013 carry Moody
Investor's Service's B1 rating and Standard & Poor's BB rating.


STRATUS SERVICES: Swaps Preferred Stock Held by Pinnacle with Note
------------------------------------------------------------------
Stratus Services Group Inc. issued to Pinnacle Investment
Partners, L.P., a secured convertible promissory note in the
aggregate principal amount of $2,356,850 in exchange for 21,531
shares of the Company's Series I Preferred Stock held by Pinnacle.

As a result of the exchange, there are no longer outstanding
shares of Series I Preferred Stock and the Company no longer has
any obligation to pay Pinnacle any amounts owed to it under the
terms of the Series I Preferred Stock, including $103,716 of
unpaid dividends, which had accrued through December 28, 2005.

The Convertible Note, which is secured by substantially all of the
Company's assets, becomes due under these terms:

   * $1.8 million becomes due and payable in cash upon the earlier
     of the Company's receipt of $1.8 million of accounts
     receivable or March 15, 2006;

   * $331,850 and accrued interest at a rate of 12% per annum
     payable in 24 equal installments of principal and interest
     during the period commencing June 28, 2007 and ending on
     May 28, 2009;

   * $225,000 and accrued interest at the rate of 6% per annum
     becomes due and payable on December 28, 2007; provided,
     however, that the Company has the right to pay the amount in
     cash or shares of its common stock (valued at $0.0072 per
     share).

Pinnacle has the right to convert the principal amount of and
interest accrued under the Convertible Note at any time under
these terms:

   * $331,850 of the principal amount and unpaid interest accrued
     is convertible into the Company's common stock at a
     conversion price of $.06 per share.

   * $225,000 of the principal amount and unpaid accrued interest
     is convertible into the Company's common stock at a
     conversion price of $0.0072.

Pinnacle may not convert the Convertible Note to the extent that
the conversion would result in Pinnacle owning in excess of 9.999%
of the then issued and outstanding shares of the Company's common
stock.  Pinnacle may waive this conversion restriction upon not
less than 60 days prior notice to the Company.

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.

In a 12b-25 filing with the Securities and Exchange Commission
reporting its inability to file its Form 10-K for the year ending
September 30, 2005, in a timely manner, the Company discloses that
it expects to report a net loss from continuing operations of
$8.2 million for the 2005 fiscal year compared to $1.3 million for
the 2004 fiscal year.  During the 2005 fiscal year, the Company
incurred a loss on impairment of goodwill of $3.3 million and
other charges, primarily for adjustments to reserves and premiums
associated with prior years' workers' compensation insurance
policies, of $739,000.  Fiscal 2004 included a gain on redemption
of Series A redeemable preferred stock of $2.1 million.


STRATUS SERVICES: Randall Gruber Replaces Amper as Auditor
----------------------------------------------------------
Stratus Services Group, Inc. replaced its independent auditor,
Amper, Politziner & Mattia, P.C., with Randall Gruber, CPA.

Amper raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's Form 10-K
for the year ended Sept. 30, 2004.

Amper also pointed out material weaknesses in the effectiveness of
the Company's internal controls pursuant to standards established
by the Public Company Accounting Oversight Board.  These material
weaknesses are:

   (1) limited resources and manpower in the finance department;

   (2) inadequacy of the financial review process as it pertains
       to various account analyses; and

   (3) inadequate documentation of financial procedures as it
       relates to certain accounting estimates and accruals.

Randall Gruber will audit the Company's financial statements for
the year ending September 30, 2005.

In a 12b-25 filing with the Securities and Exchange Commission
reporting its inability to file its Form 10-K for the year ending
September 30, 2005, in a timely manner, the Company discloses that
it expects to report a net loss from continuing operations of
$8.2 million for the 2005 fiscal year compared to $1.3 million for
the 2004 fiscal year.  During the 2005 fiscal year, the Company
incurred a loss on impairment of goodwill of $3.3 million and
other charges, primarily for adjustments to reserves and premiums
associated with prior years' workers' compensation insurance
policies, of $739,000.  Fiscal 2004 included a gain on redemption
of Series A redeemable preferred stock of $2.1 million.

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


SUPERB SOUND: Hires Michael Walsh as Ordinary Course Attorney
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana in
Indianapolis allowed Superb Sound, Inc., to employ Michael S.
Walsh, PC, as its attorney in the ordinary course of business.  
Mr. Walsh will act as the Debtor's ordinary course attorney nunc
pro tunc to Oct. 14, 2005.

Mr. Walsh has served as the Debtor's "in-house counsel" for the
last 19 years.  He will continue to render services relating to,
among other things:

     a) legal representation for real estate matters;
     
     b) legal representation for labor and employment matters; and

     c) legal advice pertaining to general commercial, corporate,
        and regulatory matters.

The ordinary course attorney will not be involved in the
administration of the Debtor's chapter 11 case but will provide
services in connection with the Debtor's ongoing business
operation or services ordinarily provided by in-house counsel to a
corporation.

Mr. Walsh bills $200 per hour for his services.

The Bankruptcy Court allows the Debtor to pay, without formal
application, all of the postpetition fees due to Mr. Walsh as long
as it does not exceed $3,000 per month.  Mr. Walsh will be
required to submit an application for allowance of compensation if
his payments exceed the $3,000 monthly limit.  The Debtor says
payments to Mr. Walsh historically averaged from $15,000 to 20,000
per year.

Mr. Walsh assures the Bankruptcy Court that he does not hold any
interest adverse to the Debtor or its estate.

The Debtor's ordinary course attorney can be reached at:

         Michael S. Walsh, P.C.
         11350 N. Meridian Street, Suite 420
         Carmel, Indiana, 46032

Headquartered in Indianapolis, Indiana, Superb Sound, Inc., dba
Ovation, Ovation Audio/Video and Ovation Home --
http://www.ovation-av.com/-- is an audio, video and mobile   
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


TACTICA INT'L: Court Confirms Chapter 11 Reorganization Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Tactica International, Inc.'s Revised First Amended Plan
of Reorganization on Jan. 12, 2006.  Voting among the general
unsecured creditors was 99% in favor of the reorganization plan.

The Plan proposes to eliminate approximately $13 million of
Tactica's pre-petition liabilities.  The plan calls for Tactica's
prepetition creditors to receive distributions of these assets:

     a) $2,175,000 cash paid by Tactica's former shareholders;

     b) $700,000 cash paid by Tactica;

     c) $75,000 cash paid by Tactica, Tatica's parent IGIA, Inc.,
        and the Board Members;

     d) up to $275,000 cash paid by Innotrac Corporation;

     e) the rights and proceeds in connection with avoidance and
        other actions including uncollected pre-petition invoices
        payable by a Tactica customer; and

     f) newly issued shares of IGIA's common stock in number equal
        to 10% of the outstanding shares of common stock as of the
        Plan's effective date and exempted from the registration
        requirements of Section 5 of the Securities Act of 1933,
        as amended and State registration requirements by virtue
        of Section 1145 of the Bankruptcy Code and applicable non-
        bankruptcy law.

                     Treatment of Claims

Classified Claims:

Secured Tax claims, consisting of all allowed secured claims for
federal, state and local taxes, will be paid in full either on

     a) the third business day after the effective date of the
        Plan;
  
     b) the date on which, in the Reorganized Debtor's sole
        discretion, sufficient proceeds from the Exit Facility
        become available to repay the claim; or

     c) the date on which there is a final order allowing the
        claim.

Other Secured Creditor Claims, will be paid in full either
through:

     a) the return of the property subject to the senior,
        perfected and indefeasible lien or security interest;

     b) all net proceeds from the sale, liquidation or abandonment
        of any asset on account of which the holder has a senior,
        perfected and indefeasible or security interest (less the
        costs of maintaining, preserving and liquidating the
        collateral);

     c) cash payment; or

     d) treatment of the claim as provided in the final order
        approving the postpetition financing from IGIA.

Unsecured Priority Claims will be paid in full.

Holders of Unsecured Non-priority Claims or general unsecured
claims will receive their pro rata share of:

    a) the initial distribution on the Effective Date consisting
       of:

         -- $700,000 in cash;

         -- the net Innotrac Reallocated Proceeds as of the
            effective date;

         -- $1.6 million from Reallocated Settlement Monies; and

         -- the IGIA Stock; and

   b) beneficial interests in the Creditor Trust created pursuant
      to the Debtor's confirmed Plan.

The claims of board members and officers are subordinated and
junior in right of payment to the holders of all general unsecured
claims will receive no distribution under the plan.

All equity interests in the Debtor will be cancelled and
extinguished on the effective date.  In consideration of the IGIA
Conversion of Debt and Exchange of Intercompany Loan and other
undertakings made by IGIA in connection with the Plan and
contributing the Parent Company Stock as part of the initial
distribution, IGIA will receive, shares of stock in the
Reorganized Debtor in an amount directly proportionate to the
amount of its interest in the Debtor.

A copy of the Debtor's Revised First Amended Plan of
Reorganization is available for free at:

        http://researcharchives.com/t/s?473

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/    
-- designs, develops and markets personal and home care items
under the IGIA and Singer brands.  Product categories include hair
care, dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represents the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
$10,568,890 in assets and debts totaling $14,311,824.


TREASURE ISLAND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Treasure Island, Inc.
        380 Franklin Turnpike
        Mahwah, New Jersey 07430

Bankruptcy Case No.: 06-10416

Type of Business: The Debtor sells 3,000 gift
                  products through catalogs.  See
                  http://www.treasureislandgifts.com/

Chapter 11 Petition Date: January 20, 2006

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Howard S. Greenberg, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068
                  Tel: (973) 226-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
   Regency International             $751,833
   11 East 26th Street
   New York, NY 10010
   Attn: Dick Merhige
   Tel: (212) 947-7500

   Hallmark Cards                    $567,977
   8600 NE Underground Drive
   Kansas City, MO 64161
   Tel: (816) 452-6672

   Kent Advertising                  $509,735
   38 Old Chura Lane
   South Salem, NY 10590
   Tel: (914) 533-5040

   Carter Grandle                    $481,132
   2150 Whitefield Avenue
   Sarasota, FL 34243
   Tel: (941) 751-1000

   Kurt S. Adler, Inc.               $294,587
   1107 Broadway
   New York, NY 10010

   Brown Jordan Co.                  $230,587

   Mulia Perkasa USA                 $213,327

   Commodore Manufacturing Corp.     $209,770

   Puleo Tree Company                $206,216

   Cast Classics, Inc.               $167,942

   Barthelmess USA                   $142,095

   Brent Associates Inc.             $136,999

   Hanamint Corporation              $129,440

   Colonial Candle of Cape Cod       $126,098

   Winston Furniture Company         $116,089

   Treasure Garden                   $115,595

   Meadow Craft Inc.                 $113,669

   Dimension Industries Co., Ltd.    $111,812

   Celebrity Inc.                     $97,947

   Christmas by Krebs                 $95,878


TRUMP ENT: Inks Pacts With TER Keystone for Gaming Facility Biz
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Robert M. Pickus, executive vice president and
secretary of Trump Entertainment Resorts, Inc., discloses that on
Dec. 26, 2005, TER Keystone Development, LLC, entered into a
limited liability company agreement with certain parties to form
Keystone Redevelopment Partners, LLC.  

Keystone Redevelopment was formed for the purposes of jointly
leasing or purchasing an 18-acre parcel of land located in
Philadelphia, Pennsylvania, and to construct, own and operate a
gaming and entertainment facility on the premises.

Keystone Redevelopment entered into a management agreement with
TER Management Co., LLC, an indirect wholly owned subsidiary of
TER, Inc., under which Keystone Redevelopment engaged TER
Management as its exclusive agent to manage and operate the
Facility on its behalf.  The initial term of the Management
Agreement is for 10 years from the Petition Date, and may be
extended.

According to Mr. Pickus, TER Keystone has a 63.5555% interest in
Keystone Redevelopment, as adjusted from time to time.  TER
Keystone made an initial capital contribution to Keystone
Redevelopment in the form of an options agreement and "pre-
formation and development materials", including surveys, studies,
design drawings and applications for permits, licenses or
approvals that pertain to the Premises.  

If the Pennsylvania Gaming Control Board awards a Gaming License
to Keystone Redevelopment, the Limited Liability Company
Agreement contemplates that TER Keystone and the General Members
will each make an additional capital contribution of $39,854,115
in cash, in TER Keystone's case.

Mr. Pickus further explains that Keystone Redevelopment will be
managed by a board of directors, which will be comprised of three
TER Keystone representatives and two representatives elected by
the General Members.

Pursuant to the Limited Liability Company Agreement, so long as
TER Keystone or any of its affiliates own more than 15% interest
in Keystone Redevelopment, TER Keystone and its affiliates will
be subject to certain non-competition obligations with respect to
owning and operating casinos in certain geographical areas near
the Premises.

TER Keystone may transfer its interest in Keystone Redevelopment,
in whole or in part, at any time, subject to certain conditions
set forth in Keystone Redevelopment Agreement.

Pursuant to the terms of the Management Agreement:

   a. TER Management will be paid:

      -- a base management fee based on the Gross Revenue of
         Keystone Redevelopment; and

      -- an incentive management fee based on the Gross Operating
         Profit of Keystone Redevelopment, for each fiscal year;
         and

   b. TER Management and its affiliates are subject to certain
      non-competition obligations with respect to owning and
      operating casinos in certain geographical areas near the
      Premises.

Mr. Pickus further discloses that Keystone Redevelopment may
terminate the Management Agreement upon three months' notice in
the event that TER Management or its affiliates own less than 10%
in the equity interest of Keystone Redevelopment.

            Trade Name and Trademark License Agreement

In connection with Keystone Redevelopment Agreement and the
Management Agreement, Keystone Redevelopment and Trump
Entertainment Resorts Holdings, L.P., entered into a Trade Name
and Trademark License Agreement dated Dec. 26, 2005.

TER Holdings, which holds the exclusive right to use the name
"Trump" for Casino Services and Products, licensed the name
"Trump" to Keystone Redevelopment for use in connection with the
operation of the Facility.  

The term of the License Agreement will commence on the date that
the Pennsylvania Gaming Control Board issues a License to
Keystone Redevelopment and terminates upon the occurrence of
certain events specified in the License Agreement.  Pursuant to
the License Agreement, Keystone Redevelopment agreed to pay TER
Holdings a monthly license fee based on the Gross Revenues of
Keystone Redevelopment, for each month.

The Management Agreement and the License Agreement will
automatically terminate if either of the two Gaming Licenses is
not awarded to Keystone Redevelopment.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.  Trump's rating outlook is stable:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


TRUMP ENT: TrumpStreet Applies for Pennsylvania Gaming License
--------------------------------------------------------------
Officials from Trump Entertainment Resorts, Inc. (NASDAQ NMS:
TRMP) and the newly created Keystone Redevelopment Partners, LLC,
personally delivered to the Pennsylvania Gaming Control Board
the full application for TrumpStreet Casino and Entertainment
Complex.  Together, Trump Entertainment Resort officials, Pat
Croce, and other members of Keystone Redevelopment Partners
boarded a bus fully-wrapped with renderings of the $350 million
proposed development in North Philadelphia and delivered the
applications to Harrisburg.

"Trump Entertainment Resorts and its partners in TrumpStreet have
formed Keystone Redevelopment Partners for this exciting venture
because we believe we have the right proposal to attract patrons,
produce revenue for the City and State, and drive the area's
economic development through the financial strength of
TrumpStreet," said James B. Perry, President and Chief Executive
Officer of Trump.  "This is a team that is dedicated to the City
and to the community and, together, we hope to become Philadelphia
and Pennsylvania's newest and one of the best corporate citizens
in Philadelphia and Pennsylvania."

The gaming floor will be at the center of the action at
TrumpStreet, featuring 3,000 of the most popular slot machines in
a vibrant casino.  The complex will also showcase a variety of
food and beverage outlets, theaters, retail and other
entertainment amenities that will highlight the best in
Philadelphia cuisine, music and entertainment.

Specifically, TrumpStreet will feature an attached 3-theater
movieplex, a steakhouse, a buffet, a sports bar, a food
court, two casual dining restaurants, an oyster bar, several
casino bars, and other dining venues that will seek to ensure the
highest levels of tourism activity and customer satisfaction.

Keystone Redevelopment Partners, a joint venture between Trump
Entertainment Resorts and a group of dedicated local investors led
by Pat Croce, is pursuing one of two Philadelphia Category 2
Gaming Licenses anticipated to be issued by the Pennsylvania
Gaming Control Board by the end of 2006.  Each license will
initially allow the operation of up to 3,000 slot machines with
the ability to apply for an additional 2,000 slot machines.  If
successful in obtaining one of the two slot licenses, TrumpStreet
would be planned for the former Budd Co. factory site located at
the intersection of Interstate 76 and Pennsylvania Route 1 in the
Nicetown section of the City.  As previously announced, Trump has
a five-year option to either lease or buy the site for the
potential development of a gaming facility.

Keystone Redevelopment Partners represents a "dream team"
alliance for a casino venture in Pennsylvania -- the combination
of the strength of the Trump brand coupled with several prominent
Philadelphia partners.  Trump Entertainment Resorts, Inc., will
be the majority partner and will act as the developer and manager
for the project.  The dynamic partners represent some of the best
known names in Philadelphia sports, food, business and
entertainment.

"TrumpStreet is designed to be an entertainment destination
that is a tribute to the rich culture of the City of
Philadelphia," Pat Croce said today.  "The design will honor the
past of the Budd site while enhancing the community.  It's
exciting to be part of a project that could serve as the economic
catalyst to revitalize an entire neighborhood."

James B. Perry commented that the Philadelphia application is part
of the strategic plan for Trump Entertainment Resorts to diversify
outside of the Atlantic City market. "We are currently
investigating numerous options to grow the company and build on
the strength of the Trump brand, and TrumpStreet represents a
tremendous opportunity for us to participate in a significant
project to create value for our shareholders," Perry said.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.  Trump's rating outlook is stable:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


TRUMP ENT: RSH Wants World's Fair Site Sale Funds Distributed
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 22, 2005, the U.S. Bankruptcy Court for the District of New
Jersey approved the sale of the World's Fair Site in Atlantic
City, New Jersey, to BET Investments, Inc., for $25,150,000.

However, the proceeds of the World's Fair Sale could not be
distributed in view of a Court order prohibiting distributions to
beneficial owners of Old THCR Common Stock under the confirmed
Plan of Reorganization of Trump Hotels & Casino Resorts, Inc., nka
Trump Entertainment Resorts, Inc.

Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, notes that the Order Prohibiting Distributions was a
result of a request filed by 17 shareholders asking the Court to
enforce its previous orders concerning the record distribution
date.  The shareholder group alleged that the first distribution
made by the Debtors to non-affiliated shareholders did not
conform to the terms of the Plan.

Pursuant to the Order Prohibiting Distributions, The Bayard
Firm served as escrow agent with respect to the World's Fair
Sale Proceeds.  The Sale Proceeds could not be distributed until
the Court gives further order regarding the record date and
distribution issues.

As of Dec. 20, 2005, The Bayard Firm holds $24,518,791 in
an interest bearing escrow account as the World's Fair Sale
Proceeds.

Robino Stortini Holdings LLC asks the Court to direct the Debtors
to make an interim distribution of the World's Fair Escrow Funds
until the resolution of the distribution issues.

RSH was previously a member of the Equity Committee.  RSH,
however, resigned prior to the sale of the World's Fair Site.

Mr. Astin explains that the Sale Proceeds have been held in
escrow for almost four months.  Thousands of shareholders have
not received their full distributions pursuant to the Plan.

Mr. Astin points out that regardless of how the Court decides the
record date and distribution issues, the non-prevailing party
will appeal the decision to the U.S. District Court for the
District of New Jersey.  Any appeal would further delay a
distribution to the remaining non-affiliated shareholders,
Mr. Astin explains.

RSH suggests that a reserve be established pending the account of
the record date and distribution litigation.  

                    Reorganized Debtors Object

"The RSH Motion is premature and should be denied," Charles A.
Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney & Carpenter,
LLP, in Newark, New Jersey, tells the Court.

Mr. Stanziale argues that the question yet to be decided by the
Court is not how much should be distributed, but to whom it
should or should not be distributed -- which is not addressed in
RSH's request.

Mr. Stanziale explains that the ultimate issue currently pending
before the Court is whether the Reorganized Debtors' first
distribution was made to the proper equity holders in accordance
with the confirmed Plan of Reorganization and the applicable
federal securities laws and regulations.  The Court had not yet
ruled on the Equity Distribution Issue.

The Reorganized Debtors believe that distributions under the Plan
must be made according to the express terms of the Plan and the
distribution procedures set forth in the laws and regulations
governing the securities markets.

RSH has pointed out that thousands of shareholders have not
received their full distribution pursuant to the Plan.  However,
until the Court rules on the Equity Distribution Issue, it
remains undecided which of the thousands are entitled to the
distribution, and which are not, Mr. Stanziale maintains.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.  Trump's rating outlook is stable:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


ULTIMATE FORD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ultimate Ford, Inc.
        dba Ultimate Ford Giddings
        P.O. Box 859
        Giddings, Texas 78942

Bankruptcy Case No.: 06-10061

Type of Business: The Debtor is a dealer of Ford cars.
                  See http://www.autoultimate.com/

                  Ultimate Ford previously filed for chapter 11
                  protection on March 11, 2005 (Bankr. W.D. Tex.
                  Case No. 05-11279).

Chapter 11 Petition Date: January 19, 2006

Court: Western District of Texas (Austin)

Debtor's Counsel: Christopher J. Tome, Esq.
                  Law Offices of Christopher Tome
                  8650 Spicewood Springs Road, PMB 504
                  Austin, Texas 78759
                  Tel: (512) 249-1904
                  Fax: (512) 249-1920

Estimated Assets: $1 Million to $10 Million

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Section 940 & 941          $40,000
P. O. Box 21126               Taxes
Philadelphia, PA 19114

Jeffrey L. Wilner             Attorney Fees from         $20,000
1415 Louisiana, Suite 4175    Previous Bankruptcy
Houston, TX 77002             Case No. 0511279

AER Manufacturing, Inc.       Purchase Money             $12,632
P.O. Box 974180
Dallas, TX 753974180

ADP Leasing                   Delinquent Operating        $8,000
                              Expenses

Arnold Oil Company            Purchase Money              $6,000

U.S. Trustee                  Trustee Operating           $5,000
                              Assessments from
                              Previous Chapter 11
                              Case No. 0511279

General Truck & Body          Purchase Money              $3,517
Manufacturing

BBH Financial                 Delinquent Operating        $3,056
                              Expenses

Texas Auto Carriers           Delinquent Operating        $1,716
                              Expenses

Gage Accessories              Purchase Money              $1,595

Bonds Distribution            Purchase Money              $1,551

Safety-Kleen Systems          Purchase Money              $1,551

GNK Services                  Purchase Money              $1,500

Omnicron Electronics          Purchase Money              $1,500

Custom Sounds                 Purchase Money              $1,439

Brenham Baner                 Non-Purchase Money            $847

MUZAK                         Purchase Money                $783

B & K Distributing            Purchase Money                $300

KRXT, Inc.                    Delinquent Operating          $300
                              Expenses

Elgin Courier                 Non-Purchase Money         Unknown


URBAN TELEVISION: Auditor Uncertain About Going-Concern Ability
---------------------------------------------------------------
Comiskey & Company, PC, expressed substantial doubt about Urban
Television Network Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended Sept. 30, 2005 and 2004.  The auditing firm
pointed to the Company's recurring losses from operations.

The Company's auditors can be reached at:

     Comiskey & Company, P.C.
     789 Sherman Street Suite 385
     Denver, Colorado 80203
     Phone: (303) 830-2255
     http://www.comiskey.com/

                  Fiscal Year 2005 Results

Urban Television incurred a $2,841,559 net loss for the fiscal
year ended Sept. 30, 2005, in contrast to a $7,525,621 net loss
for the fiscal year ended Sept. 30, 2004.  The decreased loss of
$4,684,062 for 2005 was primarily attributed to the $4,634,975
decrease in administrative expenses of which $4,289,674 was
attributable to a decrease in stock based compensation, $388,166
to a decrease in legal expenses and a $209,869 decrease in
consulting expenses.

Revenues for fiscal 2005 were $297,954 compared to $222,794 for
fiscal 2004, an increase of $75,160.  The increase in revenues is
primarily attributable to increases in revenues from the
production of events and uplink services.

At Sept. 30, 2005, the Company's balance sheet showed $4,816,503
in total assets and liabilities of $1,902,899.  The Company
reported $18,431,993 of accumulated deficit at Sept. 30, 2005.

Urban Television's current liabilities at Sept. 30, 2005 were
$1,902,899, which exceeded current assets of $51,941 by
$1,850,958.

                    Nielsen Agreement

Urban Television and its UATV Network signed an agreement with
Nielsen Media Research for National and Local Syndication Service.

Nielsen, the leading provider of television and audience
measurement services, measures the viewing habits of TV homes
including the urban consumers who view the UATV programming.

The agreement will allow UATV to use Nielsen Media Research data
for marketing, programming and advertiser purposes.  UATV can use
the data from Nielsen to guarantee advertisers a specific number
of viewers for their advertisements.  This agreement with Nielsen
Media Research finalizes the earlier disclosure regarding Nielsen
made by UATV on Oct. 26, 2005.

                 About Urban Television

Fort Worth, Texas-based Urban Television Network Corporation --
http://www.uatvn.com/-- is a television network composed of  
broadcast television station affiliates across the country that
airs programming supplied by the network via satellite
transmission.  The network is the first and only minority
certified network to specifically target America's urban market
that is comprised of African Americans, English speaking Hispanic
Americans and many other urban consumers.  The network has
approximately 70 affiliates with a household coverage of
approximately 22 million households.


UTIX GROUP: Vitale Caturano Raises Going Concern Doubt
------------------------------------------------------
Vitale, Caturano & Company, Ltd., expressed substantial doubt
about Utix Group, Inc., fka Corporate Sports Incentives, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Sept. 30, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations, net working capital deficiency and
stockholders' deficit.

The Company's auditors can be reached at:

     Vitale, Caturano & Company, Ltd.
     80 City Square
     Boston, Massachusetts 02129
     http://www.vitale.com/

                 Fiscal Year 2005 Results

Utix incurred a $9,960,585 net loss on $6,901,494 of revenue for
the fiscal year ended Sept. 30, 2005, in contrast to a $3,824,970
net loss on $2,264,862 of revenue in the prior year.  The Company
attributes the 260% increase in net loss to:

   -- approximately $3 million in non-cash operating, interest and
      other expenses associated with warrant and option issuances;

   -- high expenses related to a large redemption only contract;

   -- $1 million in inventory provisions and fixed assets
      write-downs; and

   -- increased staffing, facilities and marketing costs.

At Sept. 30, 2005, the Company's balance sheet showed $2,579,234
in total assets and liabilities of $7,692,731, resulting in a
stockholders' deficit of $5,113,497.  The company had a $3,919,868
working capital deficit as of Sept. 30, 2005.

                  Convertible Notes Default

Utix was in default on its 12% Convertible Notes as of Sept. 30,
2005.  Subsequent to Sept. 30, 2005, the Company repaid $200,000
plus accrued interest on this note.  From the date of default,
interest accrues at 15%.

To defer demand on $300,000 of these notes, the Company issued
additional warrants to purchase 2,400,000 shares at $0.125.  These  
warrants will expire in December 2007.

The holders of the remaining $810,000 in notes have agreed to
extend the maturity of their notes and to convert principal into
the next equity round of financing.

                        About Utix

Headquartered in Burlington, Massachusetts, Utix Group, Inc. --
http://www.utix.com/-- provides gift tickets to retail buyers and  
corporations that are redeemable at golf courses, ski resorts,
spas, and movie theaters in the United States.  The company's
products consist of recreation products, such as Utix Golf
Tickets, SwingPack, and Utix Ski Tickets; and leisure products,
including Utix Spa Ticket and Movie Ticket.  It distributes its
products through prepaid manual plastic gift tickets to
corporations and other business users, as well as sells prepaid
magnetic strip gift tickets through mass merchandise retail
chains.


WILSHIRE CREDIT: Fitch Affirms Low-B Ratings on 4 Loan Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on three Wilshire Credit
Corporation issues:

Series 1996-3:

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

Series 1997-WFC1:

    * Classes PO and IO affirmed at 'AAA'
    * Class M-1 affirmed at 'AAA'
    * Class M-2 affirmed at 'AAA'
    * Class M-3 upgraded to 'AA+ from 'AA'
    * Class B-1 affirmed at 'BB+'
    * Class B-2 affirmed at 'B+'

Series 1998-WFC2:

    * Class IO affirmed at 'AAA'
    * Class M-1 affirmed at 'AAA'
    * Class M-2 affirmed at 'AAA'
    * Class M-3 affirmed at 'AAA'
    * Class B-1 affirmed at 'BB+'
    * Class B-2 affirmed at 'B'

The above transactions consist primarily of fixed- and adjustable-
rate, closed-end conventional loans secured by first and junior
liens on residential one- to four-family properties.  A small
percentage of the above deals were composed of acquired
reperforming and Chapter 13 bankruptcy loans at origination.  In
addition, at origination series 1998-WFC2 consisted of
approximately 9% of commercial loans.

The affirmations reflect adequate relationships of credit
enhancement (CE) to future loss expectations and affect $30.9
million of outstanding certificates.  The upgrades reflect a
significant improvement in the relationship of CE to future loss
expectations and affect $8.46 million of outstanding certificates.

The cumulative losses for the above trusts have been minimal
considering the collateral type and vintage.  The cumulative
losses as a percentage of the original balance on the above
transactions range from 1.33% to 3.21%.  The transactions utilize
a not rated class to absorb any losses to the deal.  As of the
December 2005 distribution date, the transactions are seasoned
from a range of 90 to 108 months and the pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from approximately 6% to 11%.

The servicer for the above transactions is Wilshire Credit Corp.
which is rated 'RPS1-' for subprime product and 'RSS1-' for
special servicing.


WINN-DIXIE: John Dasburg Resigned as Director Effective Dec. 31
---------------------------------------------------------------
On Dec. 27, 2005, John H. Dasburg advised the Chairman of the
Board of Winn-Dixie Stores, Inc., that he was resigning as a
Director of the Company effective as of Dec. 31, 2005.  The
Company had previously reported that Mr. Dasburg would not stand
for re-election at the annual shareholders' meeting originally
scheduled for Oct. 27, 2005.  That meeting has been suspended
indefinitely.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: DFI Trust Beneficially Owns 48,056,704 Shares
---------------------------------------------------------
On Dec. 28, 2005, some shareholders of Winn-Dixie Stores, Inc.,
contributed their shares of Winn-Dixie common stock to the
Davis Family Irrevocable Term Trust in exchange for separate
shares of beneficial interest in DFI Trust.  As a result, the DFI
Trust has a beneficial interest in more than 10% of Winn-Dixie's
shares.  Specifically, DFI discloses to the Securities and
Exchange Commission that it beneficially owns 48,056,704 shares
of Winn-Dixie common stock.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: JEA Wants to Compel Compliance on Discovery Requests
----------------------------------------------------------------
Jacksonville Electric Authority asks the U.S. Bankruptcy Court for
the Middle District of Florida to compel Winn-Dixie Stores, Inc.,
and its debtor-affiliates to comply with its discovery requests.

Richard R. Thames, Esq., at Stutsman & Thames, P.A., in
Jacksonville, Florida, relates that on the Petition Date, the
Debtors owe JEA $607,000 for utility services.  However,
notwithstanding the fact that the $607,000 is the largest
potential write-off in JEA history, JEA has been compelled by the
Court to continue providing utility services to the Debtors
without the benefit of a postpetition security deposit.

Mr. Thames notes that since Winn-Dixie has continued to report
significant losses, JEA has renewed its request for a
postpetition security deposit as adequate assurance of future
payment.  To make a proper evidentiary showing at the hearing on
this renewed request, JEA served a request for document
production requiring the Debtors to produce this information
relative to its financing importance:

   a. all documents reflecting the amount borrowed and presently
      available under the Debtors' DIP credit facility with
      Wachovia Bank;

   b. all the Debtors' financial statements since the bankruptcy
      filing;

   c. the Debtors' business plan or the most recent draft of that
      plan;

   d. the Debtors' budgets, pro-forma income statements and  
      financial forecasts for the balance of 2005 and for all of
      2006.

The Debtors have objected to the document requests as being
"overly broad" or "not reasonably calculated to lead to the
discovery of admissible evidence."

Mr. Thames argues that the Debtors' contentions are not
well-founded.  He explains that the requested documents are
needed to show that:

   -- the Debtors continue to lose money;
   -- the Debtors anticipates losing more money; and
   -- the Debtors' financial forecasting is highly suspect,

all of which bears on the risk facing JEA and other utility
suppliers.

"There is nothing confidential about the historical documents,
and any concerns about the business plan or future revenues can
easily be addressed through a confidentiality order," Mr. Thames
says.  "Moreover, disclosure of financial statements, business
plans and the like are part of the trade-off inherent in the
Chapter 11 process."

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


YOUNG BROADCASTING: Liquidity Concerns Cue S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Young
Broadcasting Inc., including lowering its long-term corporate
credit to 'CCC+' from 'B-', because of heightened concerns about
the company's liquidity in the intermediate term.  The outlook is
negative.  The New York, New York-based television broadcaster had
approximately $787 million in debt outstanding at Sept. 30, 2005.
     
The downgrade recognizes that Young's cash cushion, which has
provided primary support for the rating, is likely to dwindle more
quickly over the next two years than we had incorporated into our
previous rating assumptions.

"Young underperformed relative to our expectations in 2005,"
explained Standard & Poor's credit analyst Alyse Michaelson Kelly,
"which gives us even greater concern that the company's cash
balances will erode in 2006 and 2007 more rapidly than it can grow
cash flow."  

Decreasing cash balances could also endanger compliance with the
minimum cash requirement included in Young's credit agreement.

"Absent asset sales, we expect Young to face difficulty in meeting
its financial obligations in the intermediate term," Ms. Kelly
added.


* BOND PRICING: For the week of Jan. 16 - Jan. 20, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     3
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    59
Adelphia Comm.                        7.875%  05/01/09    57
Adelphia Comm.                        8.125%  07/15/03    56
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    58
Adelphia Comm.                        9.375%  11/15/09    61
Adelphia Comm.                        9.875%  03/01/05    57
Adelphia Comm.                        9.875%  03/01/07    58
Adelphia Comm.                       10.250%  11/01/06    57
Adelphia Comm.                       10.250%  06/15/11    62
Adelphia Comm.                       10.500%  07/15/04    60
Adelphia Comm.                       10.875%  10/01/10    58
Allegiance Tel.                      11.750%  02/15/08    26
Allegiance Tel.                      12.875%  05/15/08    28
Alt Living Scvs                       7.000%  06/01/04     1
Amer & Forgn PWR                      5.000%  03/01/30    72
Amer Color Graph                     10.000%  06/15/10    69
American Airline                      9.980%  01/02/13    69
American Airline                     10.430%  09/15/08    70
American Airline                     10.430%  09/15/08    70
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                             9.750%  08/15/21    72
AMR Corp.                             9.800%  10/01/21    71
AMR Corp.                             9.880%  06/15/20    72
AMR Corp.                            10.125%  06/01/21    74
AMR Corp.                            10.150%  05/15/20    74
AMR Corp.                            10.200%  03/15/20    74
AMR Corp.                            10.290%  03/08/21    75
AMR Corp.                            10.550%  03/12/21    75
Amtran Inc.                           9.625%  12/15/05     4
Anker Coal Group                     14.250%  09/01/07     0
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    47
Apple South Inc.                      9.750%  06/01/06     3
Archibald Candy                      10.000%  11/01/07     0
Asarco Inc.                           7.875%  04/15/13    56
Asarco Inc.                           8.500%  05/01/25    60    
ATA Holdings                         12.125%  06/15/10     4
ATA Holdings                         13.000%  02/01/09     5
At Home Corp.                         4.750%  12/15/06     0
Atlantic Coast                        6.000%  02/15/34     6
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    70
Aviation Sales                        8.125   02/15/08    54
Avondale Mills                       10.250%  07/01/13    71
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96     4
Big V Supermkts                      11.000%  02/15/04     0
BTI Telecom Corp                     10.500%  09/15/07    52
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    60
Cell Therapeutic                      5.750%  06/15/08    57
Cellstar Corp.                       12.000%  01/15/07    42
Charter Comm Inc                      5.875%  11/16/09    73
Charter Comm Hld                      8.625%  04/01/09    71
Charter Comm Hld                      9.625%  11/15/09    73
Charter Comm Hld                     10.000%  04/01/09    73
Charter Comm Hld                     10.000%  05/15/11    55
Charter Comm Hld                     10.250%  01/15/10    67
Charter Comm Hld                     11.125%  01/15/11    56
CIH                                  10.000%  05/15/14    56
Ciphergen                             4.500%  09/01/08    75
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/13     0
Collins & Aikman                     10.750%  12/31/11    32
Color Tile Inc                       10.750   12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Compudyne Corp                        6.250%  01/15/11    70
Cons Container                       10.125%  07/15/09    66
Covad Communication                   3.000%  03/15/24    65
CPNL-Dflt12/05                        4.000%  12/26/06    10
CPNL-Dflt12/05                        4.750%  11/15/23    20
CPNL-Dflt12/05                        6.000%  09/30/14    16
CPNL-Dflt12/05                        7.625%  04/15/06    33
CPNL-Dflt12/05                        7.750%  04/15/09    37
CPNL-Dflt12/05                        7.750%  06/01/15    10
CPNL-Dflt12/05                        7.875%  04/01/08    37
CPNL-Dflt12/05                        8.500%  02/15/11    24
CPNL-Dflt12/05                        8.625%  08/15/10    24
CPNL-Dflt12/05                        8.750%  07/15/07    39
CPNL-Dflt12/05                       10.500%  05/15/06    35
Cray Inc.                             3.000%  12/01/24    69
Cray Research                         6.125%  02/01/11    27
Curagen Corp.                         4.000%  02/15/11    69
Curagen Corp.                         4.000%  02/15/11    68
Curative Health                      10.750%  05/01/11    66
DAL-DFLT09/05                         9.000%  05/15/16    22
Dana Corp                             5.850%  01/15/15    66
Dana Corp                             7.000%  03/15/28    67
Dana Corp                             7.000%  03/01/29    69
Delco Remy Intl                       9.375%  04/15/12    38
Delco Remy Intl                      11.000%  05/01/09    44
Delphi Auto Syst                      6.500%  05/01/09    55
Delphi Auto Syst                      7.125%  05/01/29    55
Delphi Corp                           6.500%  08/15/13    55
Delphi Trust II                       6.197%  11/15/33    29
Delta Air Lines                       2.875%  02/18/24    22
Delta Air Lines                       7.299%  09/18/06    75
Delta Air Lines                       7.541%  10/11/11    63
Delta Air Lines                       7.700%  12/15/05    20
Delta Air Lines                       7.900%  12/15/09    23
Delta Air Lines                       8.000%  06/03/23    22
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.300%  12/15/29    23
Delta Air Lines                       8.540%  01/02/07    53
Delta Air Lines                       8.540%  01/02/07    26
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       9.200%  09/23/14    57
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.250%  03/15/22    21
Delta Air Lines                       9.300%  01/02/10    54
Delta Air Lines                       9.320%  01/02/09    55
Delta Air Lines                       9.450%  02/26/06    54
Delta Air Lines                       9.480%  06/05/06    46
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    67
Delta Air Lines                      10.000%  08/15/08    25
Delta Air Lines                      10.000%  05/17/09    62
Delta Air Lines                      10.000%  06/01/10    64
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    69
Delta Air Lines                      10.000%  06/01/11    26
Delta Air Lines                      10.000%  06/05/11    54
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.060%  01/02/16    60
Delta Air Lines                      10.080%  06/16/07    60
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    23
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    68
Delta Air Lines                      10.790%  03/26/13    20
Delta Mills Inc.                      9.625%  11/15/33    39
Diva Systems                         12.625%  03/01/08     0
Duane Reade Inc                       9.750%  08/01/11    72
Dura Operating                        9.000%  05/01/09    52
Dura Operating                        9.000%  05/01/09    55
Duty Free Int'l.                      7.000%  01/15/04     4
DVI Inc.                              9.875%  02/01/04    14
Epix Medical Inc.                     3.000%  06/15/24    61
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Fedders North AM                      9.875%  03/01/14    70
Federal-Mogul Co.                     7.375%  01/15/06    35
Federal-Mogul Co.                     7.500%  01/15/09    36
Federal-Mogul Co.                     8.160%  03/06/03    34
Federal-Mogul Co.                     8.370%  11/15/01    33
Federal-Mogul Co.                     8.800%  04/15/07    36
Finova Group                          7.500%  11/15/09    35
FMK- DFLT03/04                       10.750%  10/15/06    74
FMXIQ-DFLT09/05                      13.500%  08/15/05    15
Foamex L.P.-DFLT                      9.875%  06/15/07    15
Ford Holdings                         9.375%  03/01/20    75
Ford Motor Co.                        6.500%  08/01/18    68
Ford Motor Co.                        6.625%  02/15/28    64
Ford Motor Co.                        7.400%  11/01/46    62
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    64
Ford Motor Co.                        8.875%  01/15/22    72
Ford Motor Co.                        8.900%  01/15/32    74
Ford Motor Cred                       5.000%  09/21/09    72
Ford Motor Cred                       5.000%  09/21/09    75
Ford Motor Cred                       5.100%  02/22/11    72
Ford Motor Cred                       5.150%  01/20/11    73
Ford Motor Cred                       5.200%  03/21/11    73
Ford Motor Cred                       5.200%  03/21/11    74
Ford Motor Cred                       5.250%  03/21/11    73
Ford Motor Cred                       5.250%  02/22/11    75
Ford Motor Cred                       5.250%  09/20/11    73
Ford Motor Cred                       5.300%  04/20/11    71
Ford Motor Cred                       5.400%  09/20/11    73
Ford Motor Cred                       5.400%  10/20/11    71
Ford Motor Cred                       5.400%  10/20/11    74
Ford Motor Cred                       5.450%  04/20/11    73
Ford Motor Cred                       5.450%  10/20/11    74
Ford Motor Cred                       5.500%  04/20/11    74
Ford Motor Cred                       5.500%  10/20/11    73
Ford Motor Cred                       5.550%  08/22/11    73
Ford Motor Cred                       5.550%  09/20/11    74
Ford Motor Cred                       5.600%  12/20/10    75
Ford Motor Cred                       5.600%  04/20/11    73
Ford Motor Cred                       5.650%  07/20/11    75
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.650%  01/21/14    71
Ford Motor Cred                       5.700%  05/20/11    74
Ford Motor Cred                       5.750%  06/21/11    75
Ford Motor Cred                       5.750%  08/22/11    74
Ford Motor Cred                       5.750%  12/20/11    73
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    70
Ford Motor Cred                       5.750%  02/20/14    70
Ford Motor Cred                       5.850%  07/20/11    75
Ford Motor Cred                       5.850%  01/20/12    75
Ford Motor Cred                       5.900%  02/21/12    75
Ford Motor Cred                       5.900%  02/20/14    70
Ford Motor Cred                       6.000%  01/20/12    75
Ford Motor Cred                       6.000%  01/21/14    70
Ford Motor Cred                       6.000%  03/20/14    71
Ford Motor Cred                       6.000%  03/20/14    69
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    69
Ford Motor Cred                       6.000%  11/20/14    70
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  01/20/15    70
Ford Motor Cred                       6.000%  02/20/15    70
Ford Motor Cred                       6.050%  03/20/12    74
Ford Motor Cred                       6.050%  03/20/14    71
Ford Motor Cred                       6.050%  04/21/14    68
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    70
Ford Motor Cred                       6.050%  02/20/15    70
Ford Motor Cred                       6.100%  02/20/15    72
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                       6.250%  02/21/12    74
Ford Motor Cred                       6.250%  12/20/13    69
Ford Motor Cred                       6.250%  01/20/15    72
Ford Motor Cred                       6.250%  03/20/15    72
Ford Motor Cred                       6.300%  05/20/14    73
Ford Motor Cred                       6.350%  04/21/14    73
Ford Motor Cred                       6.500%  12/20/13    68
Ford Motor Cred                       6.500%  02/20/15    71
Ford Motor Cred                       6.500%  03/20/15    70
Ford Motor Cred                       6.520%  03/10/13    74
Ford Motor Cred                       6.550%  07/21/14    72
Ford Motor Cred                       6.600%  10/21/13    73
Ford Motor Cred                       6.650%  10/21/13    73
Ford Motor Cred                       6.650%  06/20/14    74
Ford Motor Cred                       6.750%  10/21/13    73
Ford Motor Cred                       6.750%  06/20/14    73
Ford Motor Cred                       6.800%  03/20/15    72
Ford Motor Cred                       6.850%  05/20/14    74
Ford Motor Cred                       6.850%  06/20/14    73
Ford Motor Cred                       7.250%  07/20/17    70
Ford Motor Cred                       7.250%  07/20/17    70
Ford Motor Cred                       7.350%  09/15/15    73
Ford Motor Cred                       7.500%  08/20/32    66
Ford Motor Cred                       7.550%  09/30/15    74
Gateway Inc.                          2.000%  12/31/11    69
General Motors                        7.125%  07/15/13    71   
General Motors                        7.400%  09/01/25    65
General Motors                        7.700%  04/15/16    68
General Motors                        8.100%  06/15/24    67   
General Motors                        8.250%  07/15/23    68    
General Motors                        8.375%  07/15/33    69     
General Motors                        8.800%  03/01/21    68
General Motors                        9.400%  07/15/21    71
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.250%  01/15/14    73
GMAC                                  5.700%  10/15/13    72
GMAC                                  5.700%  12/15/13    74
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  01/15/19    71
GMAC                                  5.900%  02/15/19    69
GMAC                                  5.900%  10/15/19    65
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    70
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  08/15/19    70
GMAC                                  6.050%  10/15/19    74
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.125%  10/15/19    70
GMAC                                  6.150%  09/15/19    73
GMAC                                  6.150%  10/15/19    71
GMAC                                  6.250%  12/15/18    75
GMAC                                  6.250%  01/15/19    73
GMAC                                  6.250%  04/15/19    75
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    73
GMAC                                  6.300%  08/15/19    73
GMAC                                  6.300%  04/15/19    73
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.500%  11/15/18    74
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.500%  01/15/20    73
GMAC                                  6.600%  06/15/19    74
GMAC                                  6.650%  10/15/18    75
GMAC                                  6.650%  02/15/20    71
GMAC                                  6.700%  08/15/16    73
GMAC                                  6.750%  10/15/11    74
GMAC                                  6.750%  06/15/17    74
GMAC                                  6.750%  06/15/19    75
GMAC                                  6.750%  03/15/20    72
GMAC                                  6.800%  10/15/18    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    73
Gulf Mobile Ohio                      5.000%  12/01/56    72
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Imperial Credit                       9.875%  01/15/07     0
Impsat Fiber                          6.000%  03/15/11    73
Inland Fiber                          9.625%  11/15/07    51
Iridium LLC/CAP                      10.875%  07/15/05    23
Iridium LLC/CAP                      11.250%  07/15/05    26
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    51
Jts Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kellstrom Inds                        5.500%  06/15/03     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp.                           8.540%  01/01/15    16
Kmart Corp.                           8.990%  07/05/10    21
Kmart Corp.                           9.350%  01/02/20    26
Kmart Corp.                           9.780%  01/05/20    73
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    61
Level 3 Comm. Inc.                    2.875%  07/15/10    67
Level 3 Comm. Inc.                    6.000%  09/15/09    68
Level 3 Comm. Inc.                    6.000%  03/15/10    65
Liberty Media                         3.750%  02/15/30    55
Liberty Media                         4.000%  11/15/29    60
LTV Corp.                             8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
Mcms Inc.                             9.750%  03/01/08     0
Merisant Co                           9.500%  07/15/13    62
MHS Holdings Co                      16.875%  09/22/04     0
Metamor Worldwid                      2.940%  08/15/04     0
Motels of Amer                       12.000%  04/15/04    68
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    68
Muzak LLC                             9.875%  03/15/09    57
Natl Steel Corp.                      8.375%  08/01/06    10
Natl Steel Corp.                      9.875%  03/01/09    10
New Orl Grt N RR                      5.000%  07/01/32    73
Nexprise Inc.                         6.000%  04/01/07     0
North Atl Trading                     9.250%  03/01/12    58
Northern Pacific RY                   3.000%  01/01/47    60
Northern Pacific RY                   3.000%  01/01/47    60
Northwest Airlines                    6.625%  05/15/23    36
Northwest Airlines                    7.248%  01/02/12    16
Northwest Airlines                    7.360%  02/01/20    71
Northwest Airlines                    7.625%  11/15/23    38
Northwest Airlines                    7.626%  04/01/10    62
Northwest Airlines                    7.875%  03/15/08    40
Northwest Airlines                    8.070%  01/02/15    41
Northwest Airlines                    8.130%  02/01/14    34
Northwest Airlines                    8.700%  03/15/07    36
Northwest Airlines                    8.875%  06/01/06    37
Northwest Airlines                    8.970%  01/02/15    21
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    38
Northwest Airlines                   10.000%  02/01/09    37
NTK Holdings Inc.                    10.750%  03/01/14    63
Nutritional Src.                     10.125%  08/01/09    70
Oakwood Homes                         7.875%  03/01/04    12
Oakwood Homes                         8.125%  03/01/09    12
O'Sullivan Ind.                      10.630%  10/01/08    61
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    67
Overstock.com                         3.750%  12/01/11    72
Owens-Crng Fiber                      8.875%  06/01/02    75
PCA LLC/PCA Fin                      11.875%  08/01/09    23
Pegasus Satellite                     9.625%  10/15/06     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pegasus Satellite                    13.500%  03/01/07     0
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49    12
Pinnacle Airline                      3.250%  02/15/25    73
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    23
Pliant-DFLT/06                       13.000%  06/01/10    23
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    57
Primus Telecom                        3.750%  09/15/10    30
Primus Telecom                        5.750%  02/15/07    65
Primus Telecom                        8.000%  01/15/14    59
Primus Telecom                       12.750%  10/15/09    53
Psinet Inc.                          10.000%  02/15/05     0
Psinet Inc.                          11.000%  08/01/09     0
Railworks Corp.                      11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04    15
Reliance Group Holdings               9.000%  11/15/00    24
Reliance Group Holdings               9.750%  11/15/03     0
RJ Tower Corp.                       12.000%  06/01/13    71
Salton Inc.                          12.250%  04/15/08    57
Scotia Pac Co                         7.710%  01/20/14    74
Solectron Corp.                       0.500%  02/15/34    73
Source Media Inc.                    12.000%  11/01/04    75
Specialty PaperB                      9.375%  10/15/06    75
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    62
Toys R Us                             7.375%  10/15/18    73
Trans Mfg Oper                       11.250%  05/01/09    62
Transtexas Gas                       15.000%  03/15/05     1
Tribune Co                            2.000%  05/15/29    74
Triton Pcs Inc.                       8.750%  11/15/11    69
Triton Pcs Inc.                       9.375%  02/01/11    69
Twin Labs Inc.                       10.250%  05/15/06     7
United Air Lines                      7.270%  01/30/13    65
United Air Lines                      7.762%  10/01/06    60
United Air Lines                      7.870%  01/30/19    63
United Air Lines                      8.030%  07/01/11    73
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.000%  12/15/03    20
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.125%  01/15/12    21
United Air Lines                      9.350%  04/07/16    71
United Air Lines                      9.560%  10/19/18    70
United Air Lines                      9.750%  08/15/21    19
United Air Lines                     10.250%  07/15/21    22
United Air Lines                     10.670%  05/01/04    20
United Air Lines                     11.210%  05/01/14    23
United Homes Inc                     11.000%  03/15/05     0
Univ. Health Services                 0.426%  06/23/20    56
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49    12
US Air Inc.                          10.550%  01/15/49    25
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.700%  01/01/49    26
US Air Inc.                          10.700%  01/15/49     3
US Air Inc.                          10.700%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.800%  01/01/49    28
US Air Inc.                          10.900%  01/01/49     6
US Airways Pass                       6.820%  01/30/14    65
Universal Stand                       8.250%  02/01/06     1
Venture Hldgs                         9.500%  07/01/05     0
Venture Hldgs                        11.000%  06/01/07     0
Venture Hldgs                        12.500%  06/01/07     0
WCI Steel Inc.                       10.000%  12/01/04    60
Werner Holdings                      10.000%  11/15/07    25
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    65
Wheeling-Pitt St                      6.000%  08/01/10    70
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

                             *********

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 C. 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 2006.  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 $725 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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