TCR_Public/971104.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R    
    
       Tuesday, November 4, 1997 Vol. 1, No. 51

                    Headlines

ALLIANCE ENTERTAINMENT: Seeks To Extend Exclusivity Period
CINCINNATI  MICROWAVE: Assets for Sale
GUY ATKINSON: Names Bankruptcy Brass
KIA MOTORS:  Workers Resume Work
MIDCON OFFSHORE: USA Opposes Trustee’s Motion

PARTY WORLD: Seeks Employee Incentive Programs
PARTY WORLD: Seeks To Extend Exclusivity
STRAWBERRIES: Hearing to Extend Exclusivity
UNITED HEALTHCARE: Court Approves Sale
WESTERN PACIFIC: Order For Use of Cash Collateral
WESTERN PACIFIC: Auction Set For 2 Boeing Aircrafts

Meetings, Conferences and Seminars

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ALLIANCE ENTERTAINMENT: Seeks To Extend Exclusivity Period
----------------------------------------------------------
The debtor, Alliance Entertainment Corp. is seeking to
extend the exclusive period during which each debtor may
file a plan of reorganization from November 12, 1997 through
March 31, 1998 and the exclusive period during which each
debtor may solicit acceptances of such plan of
reorganization from January 12, 1998 through June 1, 1998.

A hearing will be held on November 12, 1997.


CINCINNATI MICROWAVE:  Assets for Sale
----------------------------------------
Several companies are expected to bid for some of Cincinnati
Microwave's Surelink I cordless telephone technology at a
bankruptcy  court hearing next month. A federal bankruptcy
judge approved bidding procedures for the sale. A Microwave
attorney said it has changed its proposed deal with
Disposition Services Group, lowering the price from $285,000
to $242,500. Earlier Wednesday, the company that bought
Microwave's Surelink II technology withdrew an objection to
the sale.  While there is still no licensing agreement
between purchasers of the two technologies, the sale should
proceed, the attorney said.


GUY ATKINSON: Names Bankruptcy Brass
------------------------------------
Guy F. Atkinson Co. of California has named two executives
to guide the construction and engineering company through
Bankruptcy Court.

John F. Whitsett, 57, was elected chairman and chief
executive and Stephen R. Grant, 57, was elected vice
chairman. Together with Jack J. Agresti, 60, Atkinson
president since 1991, they will form the newly created
Office of the Chairman.

Atkinson filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in August after it was unable to secure new
lines of credit to replace those that had expired June 30.


KIA MOTORS:  Workers Resume Work
---------------------------------
Thousands of workers at South Korea's second-largest
carmaker resumed work today, ending a 13-day strike over the
government's decision to put their company under court
receivership.

Some 15,000 workers of Kia Motors Corp. went on strike on
Oct. 21, demanding that the government retract the decision.
They claimed that court receivership was an attempt to sell
their company to a third party.  The government denied the
claim and promised that it will turn Kia into a state firm
and take over its management.

"We resumed work because the government promised to
nationalize Kia, rather than sell it to a third party," Choi
Ji-byong, a union leader, said.  "The government also
promised financial support for the company. If the
government breaks the promise, we'll start a strike again,"
he said.

There have been widespread reports that Samsung, the
nation's largest conglomerate, which has just branched out
into automaking, is interested in taking over Kia.

Kia's problems began in July when it defaulted on bills. The
car maker, which produced 780,000 cars last year, owes more
than $10 billion to banks and others.


MIDCON OFFSHORE: USA Opposes Trustee’s Motion
---------------------------------------------
The United States of America, on behalf of the U.S.
Department of the Interior, Minerals Management Service
filed its Opposition to the Trustee’s Motion to Sell
Substantially All of the Debtor’s Assets.

The United States specifically opposes the calculation of
the amounts required to cure Midcon’s defaults on its
Federal Outer Continental shelf leases.

The United States argues that the Trustee must cure in full
Midcon’s existing default or provide adequate assurance of
prompt cure in order to assume, assign, and sell its lease
interests.


PARTY WORLD: Seeks Employee Incentive Programs
----------------------------------------------
On November 18, 1997, Party World, Inc. and Party America
Inc., will seek an order authorizing implementation of a
senior management incentive program and an employee
incentive retention program.

The debtor claims that the Incentive Programs will increase
the debtor’s ability to retain its senior management and
other key employees by authorizing the debtor to provide
such employees with some measure of financial protection.

The debtor would be authorized to use up to $100,000 of
estate funds to pay retention bonuses to certain key
employees if they do not resign earlier than June 30, 1998.
In addition, certain members of senior management would
receive severance compensation, (four months’ salary) and
certain shareholders have agreed to relinquish ten percent of
any consideration they receive in this case to specified
members of debtor’s management under certain terms and
conditions.  The Chief Executive Officer, Martin Allen and
the Vice President of Merchandising, Alice Tang would each
receive one year’s salary, in severance pay, subject to the
conditions of the Severance Benefits.

The debtor claims that it has already lost several key
employees and that the morale and productivity of the
debtor’s employees have been adversely affected.


PARTY WORLD: Seeks To Extend Exclusivity
----------------------------------------
The debtors, Party World, Inc. and Party America, Inc. seek
a Court order extending the plan exclusivity periods through
and including February 28,1998 and April 29,1998.

Plan exclusivity for filing a plan currently expires on
November 4, 1997 and exclusivity to solicit and obtain votes
expires on January 3, 1998.

The debtors claim that good cause exists for such extension
since the debtors have made substantial progress towards
stabilizing operations thereby enabling them to begin
focusing their attention on preparing a business plan and
exit strategy for these cases.

The debtors claim that any reorganization plan will depend
on the debtors’ performance during the fourth quarter which
has historically been the debtors’ most profitable quarter.  


STRAWBERRIES: Hearing to Extend Exclusivity
-------------------------------------------
The debtors, Strawberries Inc., and Strawberries Holding,
Inc., have filed a third motion for an order extending the
debtors’ exclusive periods in which to file a plan or plans
of reorganization and solicit acceptances thereof.

The debtors claim that they have cause for the extension due
to the fact that since the entry of the Sale Order, on
September 30, 1997, the debtors and their professionals have
been required to focus their energies upon completing the
myriad tasks necessary to consummate the purchase agreement.

Further, the debtors claim that they are not yet in a
position to file a liquidating plan of reorganization since
less than three weeks have elapsed since the Purchase
Agreement was closed.

The debtors seek to extend the exclusive filing period to
and including February 10,1998 and the exclusive
solicitation period to and including April 10, 1998.

A hearing on the motion will be held on November 13, 1997.


UNITED HEALTHCARE: Court Approves Sale
---------------------------------------
On October 28, 1997, the United States Bankruptcy Court,
District of New Jersey, approved the sale of certain assets
from United Healthcare System, Inc. debtor to Saint Barnabas
Corporation d/b/a Saint Barnabas Health Care System.


WESTERN PACIFIC: Order For Use of Cash Collateral
-------------------------------------------------
The Court entered an Order in the Western Pacific Airlines,
Inc. Chapter 11 case, stating that  Western Pacific and the
City and County of Denver shall determine the amount of
Passenger Facility Charges collected by Western Pacific and
required to be paid to Denver for the months of August and
September, 1997.

The PFC Amount shall be paid in four equal installments
during October and November, 1997.


WESTERN PACIFIC: Auction Set For 2 Boeing Aircrafts
---------------------------------------------------
Western Pacific Airlines, Inc. is seeking an order of the
court authorizing Western Pacific to assume and assign the
purchase agreement relating to two new Boeing 737-300
aircraft under contract with the Boeing Company, one for
delivery in December 1997 and one for delivery in November
1998.

Bidding will be at open outcry auction commencing on
November 10, 1997 in the United States Bankruptcy Court for
the District of Colorado.



Meetings, Conferences and Seminars
----------------------------------

November 13-14, 1997
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      "The Changing Landscape for the Commercial Law
Practitioner"
         Hermitage Hotel, Nashville, Tennessee
            Contact 1-615-259-1450

November 17-18, 1997
   BANKING LAW INSTITUTE,
   BANK LENDING INSTITUTE, and
   EXECUTIVE ENTERPRISES
      Commercial Loan Workouts
         Chicago, Illinois
            Contact 1-800-831-8333

November 19, 1997
   NASSAU COUNTY BAR ASSOCIATION and
   SUFFOLK COUNTY BAR ASSOCIATION, jointly with
   SUFFOLK ACADEMY OF LAW
      1997 Annual Bankruptcy Law Update
         Suffolk County Bar Center, Hauppauge, New York
            Contact 1-516-747-4464

November 21-24, 1997
   COMMERCIAL LAW LEAGUE OF AMERICA
      77th Eastern District Meeting
         New York Marriott World Trade Center, New York

December 3-4, 1997
   STRATEGIC RESEARCH INSTITUTE
      4th Annual Conference on Distressed Debt
         Crowne Plaza Hotel, New York, New York
            Contact 1-800-599-4950

December 4-6, 1997
   AMERICAN BANKRUPTCY INSTITUTE
      Winter leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact 1-703-739-1060

December 5-6, 1997
   STETSON UNIVERSITY COLLEGE OF LAW
      22nd Annual Bankruptcy Seminar
         DoubleTree Surfside Resort Hotel,
         Clearwater Beach, Florida
            Contact 1-813-562-7830

DECEMBER 10-11, 1997
   INSTITUTE FOR INVESTMENT RESEARCH
      Investment Opportunities in Workouts & Turnarounds
         Downtown Conference Center, New York, New York
            Contact 1-212-661-3500

December 11-13, 1997
   AMERICAN LAW INSTITUTE--AMERICAN BAR ASSOCIATION
      9th Annual Advanced Court of Study,
      The Emerged and Emerging New Uniform Commerical Code
         Sheraton New York Hotel, New York, New York
            Contact 1-800-CLE-NEWS, ext. 1630

December 15-16, 1997
   PRACTISING LAW INSTITUTE
      Basics of Bankruptcy and Reorganization
         PLI Conference Center, New York, New York
            Contact 1-800-260-4PLI or http://www.pli.edu

January 29-February 1, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      37th Southern District Annual Meeting
         Plaza San Antonio, San Antonio, Texas
            Contact 1-972-285-0391

February 22-25, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 26-29, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

May 22-25, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club, Cape Cod,
Massachusetts
            Contact 1-617-720-1355

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                       ---------

A listing of meetings, conferences and seminars appears
every Tuesday.

Bond pricing, appearing each Friday, is supplied by DLS
Capital Partners, Dallas, Texas.


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.,
Princeton, NJ, and Beard Group, Inc., Washington DC.  Debra
Brennan and Rebecca A. Porter, Editors.

Copyright 1997.  All rights reserved.  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
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Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

The TCR subscription rate is $575 for six 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 301/951-6400.

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