TCR_Public/971110.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R     
     
       Monday, November 10, 1997, Vol. 1, No. 55

                    Headlines

ALPHASTAR TELEVISION: Sale of Substantially All Assets
BIG RIVERS: Opposition to Consolidation of Appeals
COUNTY SEAT: Consummation of Plan
EASTERN AIRLINES: Another $5.6 Million to Large Creditors
FOLGER ADAM: Needs Time to Object to Proofs of Claim

GROSSMANíS: Sale of Salem and Concord Properties
GUY F. ATKINSON: Sale of Burnaby Property
MARINELAND: Sinks into Bankruptcy
MARVEL ENTERTAINMENT: Lenders Seek Trustee, Committees Hire
SMITH TECHNOLOGY: Auction of EPA Contracts, Other Assets

                      -----

ALPHASTAR TELEVISION: Sale of Substantially All Assets
------------------------------------------------------
Alphastar Television Network, Inc., has received bankruptcy
court approval on the procedures for the sale outside of the
ordinary course of business of substantially all its assets
free and clear to Champion Holding Company for $3.3 million,
with a $600,000 deposit.

The assets include substantially all the debtorís remaining
assets, certain executory contracts and leases, and a
management agreement.

Competing acquisitions proposals must be submitted in
writing not less than one day before the hearing on the sale
motion for comparable bids and not less than two days for
alternative bids. Comparable bids for all of the sale assets
must be at least $3.55 million and include a deposit in cash
or other immediately available funds of at least $600,000.  
Alternative bids for substantially al of the assets of
either AlphaStar of Tee-Comm Distribution must include a
deposit in cash or other immediately available funds of at
least 20 percent of the amount of the bid.

If Champion is overbid by an amount of $250,000 or more and
the sale to a third party is consummated, Champion will
receive a breakup fee of up to $175,000, consisting of a
$50,000 fixed fee and reimbursement of no more than $125,000
in expenses.

The sale hearing will occur on November 25, 1997, before
Judge Peter J. Walsh in the District of Delaware


BIG RIVERS: Opposition to Consolidation of Appeals
---------------------------------------------------
PacifiCorp Entities, in trying to gain control of the
generating assets of Big Rivers Electric Corporation free of
court-supervised open-bids process, is now trying to destroy
the consensual plan of reorganization, according to a brief
filed by LG&E Energy Corp., the Rural Utilities Service, the
Bank of New York, The Chase Manhattan Bank, Alcan Aluminum
Corp. and NSA, PacifiCorp is seeking to have its appeal from
the June order confirming the plan consolidated with its
appeal from the May order denying its motion to disqualify
the bankruptcy judge and remove the examiner.

The brief argues that the consolidation motion does not
satisfy the standard for consolidation under the Federal
Rules of civil Procedure, the disqualification issues are
moot, and the consolidation motion is premature. PacifiCorp,
it says, has not shown that consolidation of the
confirmation order and the disqualification order will
achieve the economy of time or expense that is the only
purpose of consolidation. Moreover, consolidation will
confuse the legal issues and factual records that are
relevant to the courtís determination of the two appeals and
thus will prejudice the appelleesí position on appeal of the
confirmation order.


COUNTY SEAT: Consummation of Plan
----------------------------------
County Seat, Inc., has announced the consummations of its
first amended plan of reorganization on October 28, 1997.  
All parties seeking payment of administrative claims must
file a claim in writing on or before November 28, 1997. All
parties seeking payment of professional fees must file and
serve an application on or before December 29, 1997. All
parties seeking compensation or expense reimbursement for
making a substantial contribution to the Chapter 11 case
must file and serve an application on or before December 16,
1997.


EASTERN AIRLINES: Another $5.6 Million to Large Creditors
----------------------------------------------------------
Reorganized Eastern Airlines announced it has made a fourth
distribution totaling $5.6 million to holders of general
unsecured claims greater than $100,000.  Combined with three
earlier distributions, the total distribution to date
exceeds $95.8 million.  The Pension Benefit Guaranty Corp.,
the federal agency that guarantees the pension benefits of
former Eastern employees, received over $2.8 million of the
most recent distribution.

This fourth distribution represents 50 cents per dollar of
the allowed claims greater than $100,000.  Combined with the
earlier distributions totaling 8 cents per dollar, the total
distribution to date to large creditors amounts to 8.5 cents
per dollar of the allowed claim.  This compares with the
allowed claims under $100,000 (including all employee and
consumer claims), which were paid 11 cents per dollar in
February 1995 in accordance with the plan of reorganization
approved by the U.S. Bankruptcy Court.

Eastern plans to continue distributions to creditors with
claims over $100,000 throughout 1998.  "The amount and
timing of these subsequent distributions will depend upon
the actual recovery experience," said John J. Sicilian,
president of Eastern.  The remaining recoveries are
contingent upon the successful prosecution of several
multimillion dollar litigations and the disposition of
remaining assets.


FOLGER ADAM: Needs Time to Object to Proofs of Claim
-----------------------------------------------------
Folger Adam Company is seeking additional time to object to
claims filed in the Chapter 11 proceedings. Its plan of
reorganization became effective on May 12, 1997, but the
reorganized debtors ask the court of an extension of the
date by which they must object to proofs of claims until the
later of approximately 90 days from November 10, through and
including February 9, 1998.

To date, the debtors have filed two omnibus claim objections
and other objections to specific claims and believe they
have now objected to substantially all the claims necessary.
However, several claims are still under review and more time
will allow then to determine if objections need to be filed
for these.


GROSSMANíS: Sale of Salem and Concord Properties
------------------------------------------------
Grossmanís, Inc., has requested permission form judge Peter
J. Walsh of the District of Delaware to sell 11.75
unimproved acres in Salem, New Hampshire to Arcon Health
Care, Inc., and 10.11 acres in Concord, New Hampshire, to
Thomas Prieto, Trustee of K-Fort Trust.

For the Salem property, Arcon will pay $1.1 million plus
brokerage fees and commissions, of which $110,000 is an
earnest money deposit currently held in escrow. The closing
date is set for the first week of December 1997, at which
point estimated adjustments in the purchase price may be
approximately $13,600. Higher and better bids must be at
least $1.155 million in cash. Grossmanís expects to apply
approximately $981,000 in sale proceeds to debt service.

For the Concord property, K-Fort will pay $1.15 million plus
brokerage fees and commissions, of which $50,000 is an
earnest money deposit held in escrow. On closing in the
first week of December, estimated adjustments to the
purchase price are approximately $50,000.  Higher and better
bids must be at least $1,207,500 in cash. Grossmanís expects
to apply approximately $1,013,901 in sale proceeds to debt
service.

Hearings on the sales, or auctions in the event of higher
and better bids, will be held November 24 before judge
Walsh.


GUY F. ATKINSON: Sale of Burnaby Property
-----------------------------------------
Guy F. Atkinson Company of California has sought permission
from the bankruptcy court of the Northern District of
California to sell 14 acres of undeveloped real property and
four acres including the companyís headquarters building in
Burnaby, British Columbia. The Beedie Group will purchase a
certain portion of the land parcels for $3.8 million free
and clear and will assume all obligations under three
agreements that other prospective buyers have executed for
the purchase of the remaining portions. The purchase price
will be reduced to the extent of the proceeds received from
any such sales, and Beedie will reimburse Atkinson for
commissions paid in connection with those sales. Beedie will
also assume certain obligations and costs regarding road
construction and improvements, estimated to cost
approximately $1.3 million.

A hearing on the sale motion will be held before Judge
Thomas Carlson on December 1, 1997, in San Francisco.


MARINELAND: Sinks into Bankruptcy
----------------------------------
Marineland Ocean Resort, Inc., which owns the motels,
campground and marina surrounding the Marineland oceanarium,
has filed for Chapter 11 bankruptcy protection, according to
the Florida Times-Union.

The filing will allow the Flagler County company to
reorganize its debt while it continues to operate. A
separate organization, the Marineland Foundation, operates
the 59-year-old marine park.

The bankruptcy petition, filed on October 30, comes on the
heels of a foreclosure lawsuit filed in August by SunTrust
Bank of East Central Florida on a loan for the Marineland
Ocean Inn.

Marineland Ocean Resort filed for bankruptcy protection
because it was "under pressure from a number of creditors,"
said John Macdonald, a Jacksonville attorney representing
the company. The aging attraction's facilities are not in
peak condition.

In court documents filed in Jacksonville, Marineland Ocean
Resort listed assets of $10.5 million and liabilities of
$6.3 million. The company listed seven secured creditors and
275 unsecured creditors. The largest unsecured creditors
were listed as the state Department of Revenue, owed
$137,013.15; Florida Power & Light, owed $51,187.92; and
Beaver Street Foods, owed $21,000.

The Marineland oceanarium opened in 1938 as an underwater
movie studio. But over the last 25 years, it has faced
competition from Walt Disney World, Universal Studios, Sea
World, and Busch Gardens. Marineland now attracts about
200,000 visitors a year, said Ken Coch, Flagler County
planning director.

A creditors' meeting is scheduled for December 16, 1997, at
the Federal Courthouse.


MARVEL ENTERTAINMENT: Lenders Seek Trustee, Committees Hire
-----------------------------------------------------------
Marvel Entertainment Groupís secured lenderís have submitted
a second emergency application to appoint a trustee, with a
hearing to be held on November 19, 1997, before Judge Helen
S. Balick in the District of Delaware.

The Official Committee of Unsecured Creditors has asked for
permission to employ Ferry & Joseph nunc pro tunc as of
October 22 as local counsel and Wilkie Farr & Gallagher nunc
pro tunc as of October 22 as attorneys.

White & Case have submitted a final application for services
rendered and reimbursement of expenses incurred as special
counsel for the Official Bondholders committee amounting to
$1,531,511 in compensation and $111,871 in expenses incurred
from February 14 through June 19, 1997.


SMITH TECHNOLOGY: Auction of EPA Contracts, Other Assets
--------------------------------------------------------
Smith Technology Corporation wants to auction its EPA
contracts; owned machinery, equipment, tools, uniforms,
protective gear, office furniture, and equipment used in
connection with the contracts; certain ancillary assets
including books and records, computer database information,
and preprinted forms necessary for the performance of the
contracts; and the right, at closing, to enter a month-to-
month lease at Smithís offices in Chesterfield, Missouri,
and Merriam, Kansas.

The auction will take place on November 19. Qualified
bidders must put down an earnest money deposit of $250,000
as a certified or bank check or preapproved letter of credit
and must be able to demonstrate they have the financial
wherewithal to close on the sale transaction and are likely
to receive the EPAís approval to the assignment of the
contracts.

The minimum bid is payment over the life of the contracts of
not less than 3 percent of gross revenue, of which at least
$1.2 million must be payable in cash at closing.  All offers
shall be in cash.

A hearing to consider the bid procedures motion will be held
before judge Helen S. Balick in the District of Delaware on
November 13, 1997.

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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
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