Settlement agreement approved in concept in OCIP bankruptcy

  IRVINE, California -- March 17, 1995 -- A settlement in the $7.6
billion Orange County Investment Pool
bankruptcy case was approved in
concept  Friday by the seven-member Pool Participants Committee.

  "We have agreement on the major points of the deal," said Stan Oftelie,
chairman of the Orange County Investment Pool Creditors Committee (OCIP) and
chief executive officer of the Orange County Transportation Authority.

  "Unless we have hit a roadblock in the drafting of the actual language this
weekend, we should have a settlement agreement to circulate to more than 190
government agencies early next week," Oftelie said.  "It looks like we have a
deal to recommend."

  The settlement has two options for investing agencies.  Each of the options
includes the immediate release of $5.7 billion to schools, cities, water,
sanitation and transportation districts and to other pool participants.

  "Under Option A, every school district will receive at least 90 cents of its
balance now and every other settling agency will receive at least 80 cents
now," said OCIP Vice-Chairman Paul Brady, the Irvine City Manager.

  "The roadmap showing how each agency can reach a 100-percent return has been
improved and strengthened.  Under Option B, each agency can take its cash
share of the Dec. 6 balance and then take its best shot to make its case."

The settlement:

  1. Recognizes that three distinct investment pools -- a
    commingled pool, a bond pool and a pool for specific investments --
    existed for accounting purposes;
  2. Allows each agency to select Option A or Option B.
    Agencies can either take Option A, which may provide 100 percent
    over time or select Option B, which gets approximately 77 cents now
    and reserves rights to negotiate or litigate outstanding issues;
  3. Provides immediate cash to all pool participants;
  4. For Option A, cash and Recovery Notes get the schools to at
    least 90 cents, and non-schools to at least 80 cents now;
  5. Includes "good-as-gold" Recovery Notes for the schools and
    other settling participants to push schools to at least the 90
    percent return level and other agencies to the 80 percent level.
  6. Provides claims for future payments;
  7. Strengthens the Senior Secured Claims backed by litigation
    proceeds and more clearly specifies how those Claims will be
  8. Replaces the Subordinated Claims with a new Repayment Claim
    that has a stronger commitment for repayment from the County of
  9. If all Pool Participants opt for Option A, the Recovery Notes
    are set at $255 million, the Senior Secured Notes at $370 million,
    and Repayment Claims for the balance;
  10. Requires that 80 percent of the Pool Participants,
    representing 90 percent of the amount on deposit on Dec. 6, agree to
    select either Option A or B.

  "Once the OCIP Committee reviews the final legal documents and the
accountants' final revisions on Monday, we will begin the ratification process
for this Settlement Agreement," Oftelie said.

  "Because of the need for proper notice to the Court, it will take at least
45 days to secure the agreements and get court approval for this settlement,"
said Patrick C. Shea, attorney for the OCIP Committee. "The sooner we can get
the agreement into the hands of the Pool Participants and the sooner we can
get Executed Agreements back, the sooner we can get cash in their hands."

  "When you take a look at the precarious position of some of our constituent
agencies," Shea said, "then you can understand our sense of urgency."

  The approval of the Settlement Agreement, in concept by the OCIP Committee
came 92 days after United States Trustee Marcy Tiffany appointed Oftelie,
Brady, Blake Anderson of the Orange County Sanitation Districts, Andrew Czorny
of the Orange County Water District, Walter Kreutzen of the Transportation
Corridor Agencies, Michael Martello of the City of Mountain View and John
Nelson of the Department of Education to represent more than 190 OCIP

  The Committee's key professional advisers are Attorney Shea, of href="dir.firm.pillsbury.madison.html">Pilsbury
Madison and Sutro
, and financial advisers M.
of Price
and Jon Schotz of
Saybrook Capital.

           CONTACT:  Paul Brady, 714/724-6249


  TAMPA, Fla., March 17, 1995 -- Walter
Industries, Inc.
, together
with  32 subsidiaries, has emerged from Chapter 11 reorganization.

  The Company announced that its Plan of Reorganization officially became
effective today.  As previously reported, the Plan was confirmed on March 2,
enabling Walter Industries to successfully conclude a reorganization that
began on December 27, 1989.

  "This is a long-awaited moment that marks the beginning of a second life for
our company," said James W. Walter, Walter Industries' founder and chairman.  
"It would not have been possible without the support of our customers,
suppliers, investors and, especially, employees throughout our organization
who faced many difficult challenges during the last five years but never lost
their resolve to reach this goal."

  Mr. Walter noted that the Company filed Chapter 11 for "extraordinary
reasons unrelated to the operating performance of our diverse businesses."  
Walter Industries sought bankruptcy court protection after it was unable to
reset the interest rates on approximately $624 million of outstanding debt
securities on which the rates were scheduled to be reset in January 1990.  
Inability to reset the rates was primarily attributable to asbestos-related
litigation pending against the Company which had thwarted planned asset sales
and refinancing efforts and, together with the general turmoil in high yield
bond markets in late 1989, had depressed the value of the Company's

  The Reorganization Plan which became effective today resolves all veil
piercing claims, including all asbestos-related litigation, against the
Company and settles more than $2.6 billion in creditor claims.

  Under terms of the Plan of Reorganization, the Company will distribute cash
totaling more than $1.0 billion, $490 million of new five-year Senior Notes,
and approximately 50.5 million shares of new Walter Industries Common

  The cash component is being funded through approximately $949 million of net
proceeds from securitization of unencumbered mortgages in the Company's
Mid-State Homes mortgage portfolio and the residual interest from certain
previously securitized mortgages, coupled with other available cash.  The
triple-A rated offering of mortgage backed securities was completed

  The Company said that disbursements to creditors will be made as soon as
practicable.  Creditors entitled to receive new Senior Notes and new Common
Stock will be mailed transmittal letters within the next five days for the
purpose of verifying their current holdings.  Upon return of required
verification to the Company or its disbursing agent, creditors will receive
their cash and new securities.

  Shares of the Walter Industries new Common Stock, which have been trading on
a "when-issued" basis since the March 2 confirmation of the Plan of
Reorganization, will initially trade over-the-counter (CUSIP #93317Q 10 5).  
The Company intends to apply for the listing of the new Common Stock on either
The New York Stock Exchange or NASDAQ in the next few months.

  In support of future operations, the Company said it has executed a new
three-year, $150 million revolving credit facility for working capital
purposes and a new three-year, $500 million "warehouse" credit facility to
support the growth of the Mid-State mortgage portfolio. The interest rate on
the revolving credit facility is based on spreads over LIBOR or Prime Rate.  
Pricing on the warehouse facility is based on the cost of A-1 and P-1 rated
commercial paper.  The Company anticipates that these two new credit
facilities will close within the next two weeks.

  The Company announced the selection of the two independent directors who
will serve on the new Walter Industries board.  They are, James B. Farley,
former chairman and chief executive officer of Mutual Life Insurance Company
of New York, and James L. "Rocky" Johnson, former chairman and chief executive
officer of GTE Corporation.

  The other seven directors serving on the nine-member Board are: James W.
Walter, G. Robert Durham, and Kenneth J. Matlock of Walter Industries; Michael
T. Tokarz of Kohlberg Kravis Roberts & Co.; and Howard L. Clark, Jr., Eliot M.
Fried and Robert I. Shapiro of Lehman Brothers, Inc.

  "In all respects, we are now prepared to resume normal operations as a
healthy, recapitalized public company, free from the constraints and
uncertainties of Chapter 11," Mr. Walter said.  "We look forward to the
prospect of focusing our full energies on the profitability of our operations
and creating new value for our shareholders."

  /NOTE TO EDITOR:  Walter Industries, Inc. based in Tampa, Florida, is a
diversified, multi-subsidiary corporation with major interests in homebuilding
and financing, natural resources, building materials and industrial
manufacturing.  Walter Industries and its subsidiaries employ  more than 7,700
at manufacturing facilities and sales offices throughout  the United States.  
With annual sales and revenues of more than  $1.3 billion, the company
currently ranks at 306 on the Fortune 500 list  of America's largest
industrial companies.

  /CONTACT:  David L. Townsend, Walter Industries, 813-871-4448/

Celerex Corp. files Chapter 11 bankruptcy

  SEATTLE, Washington--March 17, 1995--Celerex
, a company engaged
in the electronic payment systems and service business, announced today that
it had filed a voluntary petition for reorganization under Chapter 11 of the
federal Bankruptcy Code in the U.S. Bankruptcy Court for the Western District
of Washington at Seattle under Case No. 95-02281.

  Under Chapter 11, a company continues to operate under court protection from
creditors while seeking to work out a plan of reorganization.

  In schedules filed together with its Chapter 11 petition, Celerex reflected
assets of $262,373.02 and debts to approximately 130 creditors aggregating
$1,415,589.86, of which $1,123,833.39 was listed as secured debt and
$291,756.47 as unsecured debt.

  Celerex expects that its bankruptcy filing will not disrupt service to its
customers.  It hopes to file a Plan of Reorganization in the near future.

  The common stock of Celerex is publicly traded on the NASD Over-the-Counter
Bulletin Board under the symbol "href="CEXY.

" target=_new>">CEXY.

           CONTACT:  Celerex Corp., Seattle,
                     Barry Allen, 206/869-7200