TCR_Public/971202.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, December 2, 1997, Vol. 1, No. 70

COBRA INDUSTRIES: Objection to Joint Plan of Liquidation
CRAIG CONSUMER: Court Oks Rejection of Employment Contracts
ELI WITT: Modification to First Amended Plan
FARM FRESH: Richfood Holdings Signs Purchase Agreement
FLORIDA SUNSHINE: Requests Time to Assume or Reject Leases

GUY F. ATKINSON: Agreement with Morrison Knudsen
PARTY WORLD: Hearing on Debtors' Rejection of 7 Leases
PAYLESS CASHWAYS: Motions to Reject Leases
PAYLESS CASHWAYS: Seeks Time to Assume or Reject Leases
PAYLESS CASHWAYS: Stipulation Concerning Voting Claims

RDM SPORTS: Committee Objects to Sale of Certain Assets
STREAMLOGIC: Court Authorizes Employment of Auctioneer
STREAMLOGIC: Monthly Operating Report - October 1997
US ONE: Seeks Approval to Assume and Assign Lease
VITALE ENTERPRISES: Seeks Special Corporate Counsel

WESTERN PACIFIC: Committee Seeks Sale of MAX stock
WESTERN PACIFIC: Frontier and Wexford Object to DIP

Meetings, Conferences and Seminars


COBRA INDUSTRIES: Objection to Joint Plan of Liquidation
Peter Liegl and Forest River, Inc. objected to the
confirmation of the joint plan of liquidation of Cobra
Industries, Inc., proposed by the Official Committee of
Unsecured Creditors and Congress Financial Corporation.  

In 1995, the debtor and Mr. Liegl entered into an asset
purchase agreement.  The court approved the sale, and Mr.
Liegl paid the debtor in excess of $7.9 million for the
assets.  As further consideration for the agreement, Liegl
committed to $225,000 to the debtor if the debtor was
successful in confirming a plan of reorganization.  Among
the assets were ten parcels of real property in Elkhart
County, Indiana.  

In 1996, Liegl transferred his interest in the property to
Forest.  Subsequent to the sale, the Elkhart County,
Indiana Treasurer asserted a claim of over $1.3 million.
The Elkhart County Indiana Treasurer (Elkhart) contended
$760,579.41 was secured by a first priority lien on the
property.  (Property taxes due on the property).

The debtor did not give Elkhart notice of the Liegl
Agreement or the Order.

Elkhart's secured claims attached to the proceeds of the
sale ahead of Congress Financial Corporation and BNY
Financial Corporation. After closing the Agreement, Liegl
attempted to sell one of the parcels for $274,000, but
could not because of the lien.  Liegl filed an adversary
proceeding against Elkhart and the debtor, which cost him
about $50,000, and ended in a settlement.

Liegl and Forest now object to the plan proposed by the
Committee and Congress, as it inappropriately provides for
the Liegl Plan Contribution of $225,000.  Liegl requests
that the Court decline to confirm the plan, or in the
alternative, to reduce the Liegl Plan Contribution by
$83,550.73, the total sum of Liegl's damages.     

CRAIG CONSUMER: Court Oks Rejection of Employment Contracts
The Court has entered an order on November 18, 1997
authorizing the debtor's rejection of employment agreements
with Richard I. Berger and Bonnie Metz.

Any claims arising as a result of or in connection with the
rejection of these contracts are deemed to have arisen
immediately before the Petition Date and shall be allowed
or disallowed pursuant to 11 U.S.C section 502.

ELI WITT: Modification to First Amended Plan
The Eli Witt Company filed a modification to its first
amended plan of reorganization.  The modification provides:

Articles 3.4, 4.5, 4.6, 4.7, and 6.10 of the plan have been
deleted in their entirety.  The substituted provisions
provide that Class 4 secured tax claims shall be satisfied
by payment in cash, on the Distribution date, and that
Class 4 is unimpaired. Class 5, the secured claims of
Philip Morris Capital, are impaired, and Class 6, the
secured claims of Culbro Corporation are impaired.  Both
Class 5 and Class 6 claims are dependent on the sale of the
Ocala Facility.  
In the event that the debtor does not sell the Ocala
Facility prior to January 31, 1998, the debtor will abandon
the property and the holders of secured claims will be
entitled to enforce their rights with respect to the

FARM FRESH: Richfood Holdings Signs Purchase Agreement
Richfood Holdings, Inc., a wholesale food distributor in
the Mid-Atlantic region, and Farm Fresh, Inc., a privately
held supermarket chain based in Norfolk, Virginia,
announced that they have signed a definitive purchase
agreement in connection with Richfood's previously
announced plan to acquire substantially all of the assets
of Farm Fresh.

The transaction is expected to be effected through a
prepackaged voluntary reorganization of Farm Fresh under
Chapter 11 of the U.S. Bankruptcy Code or other consensual
proceeding.  Completion of the transaction is subject to
approval of the reorganization plan by the Bankruptcy Court
and the holders of Farm Fresh's senior notes as well as
required regulatory approvals and other customary closing
conditions.  Farm Fresh confirmed that the holders of a
majority of the outstanding principal amount of its senior
notes have indicated that they support and intend to vote
in favor of the transaction. Richfood and Farm Fresh
confirmed that they expect the transaction to close in
early 1998.

In the planned transaction, a newly formed subsidiary of
Richfood will purchase substantially all of the assets and
assume certain liabilities, including all trade
liabilities, of Farm Fresh.  Under the terms of the
purchase agreement, Richfood will not assume Farm Fresh's
senior notes or other indebtedness for money borrowed, or
its lease obligations for previously closed stores or four
currently-operated stores that will be closed in connection
with the proposed sale.  

The anticipated purchase price is expected to consist of
approximately $220 million cash, plus the value of certain
assumed capital leases, plus 1.5 million warrants for the
purchase of shares of Richfood common stock at an exercise
price of $25 per share with a term of five years following
issuance.  The exact amount of the cash purchase price will
vary depending on changes in Farm Fresh's working capital
and the capital lease obligations assumed by Richfood.  
Upon completion of the acquisition, Farm Fresh will operate
as a separate, wholly owned subsidiary of Richfood.

FLORIDA SUNSHINE: Requests Time to Assume or Reject Leases
Florida Sunshine Rehab Limited Partnership seeks an
additional thirty days to assume or reject three unexpired
real property leases.

The debtor seeks the additional time because the debtor is
discussing and planning a reorganization for the continuing
operation of the debtor's business. In addition, the debtor
is negotiating the sale of one of the properties, and the
debtor had only requested a seven day extension originally,
because the debtor did not know some of the pertinent facts
regarding these properties.

GUY F. ATKINSON: Agreement With Morrison Knudsen
In Boise, Idaho on December 1, 1997, Guy F. Atkinson
Company of California and Morrison Knudsen
Corporation announced that they have entered into a non-
solicitation and expense-reimbursement agreement relating
to negotiations between Atkinson and MK for a possible
transaction between the two companies. The agreement is
subject to court approval.

If completed, such transaction could result in a plan of
reorganization for Atkinson.  Neither company will provide
further comment regarding the transaction.

PARTY WORLD: Hearing on Debtors' Rejection of 7 Leases
The Court has entered an order approving an ex parte
application for an order shortening the time on the
debtors' motion to reject seven nonresidential real
property leases.

The date of the hearing has been set for November 25, 1997.  
The leases are located in Richmond, California, San Carlos,
California, Millbrae, California, Santa Clara, California,
Lakewood, California, West Covina, California, and Oxnard,

PAYLESS CASHWAYS: Motions to Reject Leases
Payless Cashways, Inc. filed motions to reject two
unexpired leases of nonresidential property; one, covering
property in Kansas City Missouri (the Two Pershing Square
office lease) and the other, a lease covering property in
Coppell, Dallas County, Texas (the Coppell Warehouse

The debtor complains that both leases are burdensome to the
debtor and it is in the best interests of the estate that
the leases should be rejected.

The debtor requests that the Two Pershing Square lease be
rejected effective December 31, 1997 and the debtor
requests that the Coppell Warehouse lease is rejected
effective January 1, 1998.

PAYLESS CASHWAYS: Seeks Time to Reject and Assume Leases
Payless Cashways, Inc., seeks an extension of time to
reject its unexpired lease of nonresidential real property
located in Hanover, Massachusetts.  The debtor owns the
building situated on the property leased under a Ground
Lease and formerly operated one of its stores at this
location.  The store was closed in 1997, however, the
debtor recently reached an agreement to sell the building
and formal rejection of the Ground Lease may not be
necessary.  The debtor obtained the approval of the Ground
Lessor to assign the lease to a designated sublessee and to
release the debtor from the ground lease.  The debtor
expects the necessary documents and transactions will be
completed and closed by December 31, 1997.  

The debtor seeks an extension through December 31, 1997.

The debtor is seeking until January 5, 1988 to assume the
leases in Las Vegas, Nevada and in Collierville, Tennessee.
The debtor has negotiated rent adjustments with the agents
for each of the property owners, and the parties expect to
complete the documents by January 5, 1998, at which time
the debtor expects to assume the leases.

PAYLESS CASHWAYS: Stipulation Concerning Voting Claims
On November 14, 1997, Judge Arthur B. Federman entered a
Stipulation agreed to by BTM Leasing & Financing,
Inc. (Lenders), BTM Leasing and Financing Inc.(the
"Certificate Holders"), Wilmington Trust Company(the
"Certificate Trustee") BA Leasing & Capital Corporation, as
Agent, all hereinafter called The Synthetic Lease Bank
Group, and the debtor, Payless Cashways, Inc.

Pursuant to the debtor's first amended plan of
reorganization, the Synthetic Lease Bank Group's claims
were classified as Class 2C and Class 3A. Pursuant to an
Agreement reached in principle between the debtor and the
Synthetic Lease Bank Group, the group was to have an
allowed Class 2C claim in an aggregate amount of $16
million and an allowed Class 3A claim in an aggregate
amount of approximately $16 million (to be determined after
deducting from the total claim of approximately $38.2
million the proceeds or value to be ascribed to certain
collateral that has been or is to be sold.)

In order to ensure that the Synthetic Lease Bank Group did
not vote duplicative claims to accept or reject the
debtor's plan and to conform the claim amounts for voting
purposes, the parties agreed that all members of the
Synthetic Lease Bank Group, except the Fuji Bank Ltd. and
FBTC Leasing Corp. would vote to accept the plan as holders
of the claims in Class 2C and Class 3A in the amounts set
forth in the Stipulation, provided that the plan provides
for the treatment of such claims in accordance with the
Agreement of the parties.

RDM SPORTS: Committee Objects to Sale of Certain Assets
The Official Committee of Unsecured Creditors filed an
objection to the debtors' motion to enter into and
consummate a sale of certain assets of Diversified Product
Corporation to WCB Alabama, Inc.

Included with the motion of the debtors is a certain
Exclusive Option to Purchase assigned by Assignment of
Exclusive Option to Purchase from W.C. Bradley Co. to WCB
Alabama, Inc. ("Char-Broil").  The Committee has certain
objections to the Option Agreement which it has
communicated to Char-Broil.  The Committee and Char-Broil
have agreed on certain modifications to the Option
Agreement that will satisfy the Committee's objections.  
The Committee therefore requests that the Court reserve the
Committee's right to renew objections to the Option
Agreement should the Option Agreement not reflect the
modifications agreed upon by the Committee and Char-Broil.

STREAMLOGIC: Court Authorizes Employment of Auctioneer
Judge Dennis Montali signed an order authorizing the debtor
to employ Stephen R. Brown of Business Brokers Group, Ltd,
Inc. as an auctioneer.  The debtor is authorized to sell
property of the estate that the debtor has determined is
not required for the continued operation of its business,
subject to the liens or other interests of creditors or
third properties.  The sale will take place by public
auction on an expedited basis as set forth in the

STREAM LOGIC: Monthly Operating Report - October 1997
Stream Logic Corporation filed a summary of its financial
status for the month ended October 31, 1997.  Total Assets
at the end of the current month are listed at $8,502,707,
and total liabilities are listed at $29,312,987, with total
equity (deficit) totaling $20,810,280. Total receipts for
the current month are shown as $1,705,288 compared to
$723,000 in the previous month.

US ONE: Seeks Approval to Assign Lease
US One Communications Corp. and its two subsidiaries have
determined that they no longer need all of the leased
premises at One Lincoln Centere, 550 LBJ Freeway, Dallas
Texas, and as of February 28, 1998 they will not need any
of the space.

The debtors seek to assign the lease to INVESCO Realty
Advisors, Inc., and the sale of certain personal property
therein to INVESCO, for the sum of $406,000.  The debtors
state that an assumption and assignment is preferable to
the alternative of rejecting the lease, which would create
a sizable prepetition claim for termination damages.

INVESCO has agreed to cure the current default of the
debtors of $38,000, and INVESCO will Pay a brokerage
commission to Jackson & Cooksey in an amount equal to two
percent of the gross consideration of the lease at $21.55
per square foot.  

VITALE ENTERPRISES: Seeks Special Corporate Counsel
Vitale Enterprises, Inc., et al., applied to the court to
retain nunc pro tunc the law firm of Alampi, Arturi &
D'Argenio as special corporate counsel to the debtors.  The
fixed hourly rates for legal services range from $250 for
Mssrs. Arturi and Alampi's services to $75 per hour for a

The firm has reuqested a retainer in the amount of $25,000.

WESTERN PACIFIC: Committee Seeks Sale of MAX stock
The Official Committee of Unsecured Creditors of Western
Pacific Airlines, Inc. requested that the court enter an
order compelling the debtor to sell the debtor's 57 percent
stock interest in Mountain Air Express, or, in the
alternative, to authorize the Committee to sell the stock.

On October 30, 1997 the debtor entered into a letter
agreement to sell the stock to Excalibur Aviation, Inc. for
$1.5 million.  The Committee has learned that other
investors are extremely interested in purchasing the MAX
shares.  Sky Team Airlines may be willing to pay up to $2

To date, the debtor has not filed a motion seeking to sell
the shares of stock, and the Committee feels that it should
be granted the authority to sell those shares on behalf of
the estate.

WESTERN PACIFIC: Frontier and Wexford Object to DIP
Wexford Management LLC filed an objection to the debtor's
motion for an order authorizing the debtor to obtain post-
petition financing.  Wexford states that it is a party in
interest in this case, since Wexford, together with its
partner Frontier Airlines is pursuing its own offer of DIP

Wexford objects to the $30 million in DIP financing from
Smith Management Company since Wexford believes that the
DIP financing proposed by Smith is not the best financing
available.  Wexford complains that the Poison Pill features
of the Smith Plan will effectively chill the development of
any competing plans of reorganization.  As a result, the
Smith plan amounts to a sub rosa plan, which effectively
deprives creditors of the protections afforded by the plan
confirmation process.

Frontier Airlines Inc. also filed an objection to the DIP
financing proposed by Smith Management Company.  Frontier
Airlines states that it is a party in interest because
Frontier has a claim against the debtor for amounts due
from certain ticketing and baggage services between
Frontier and the debtor.

Frontier complains that the proposed termination fee of $1
million and 10 percent of each class of equity of the
reorganized debtor, if approved, will preclude any other
financing arrangement.  The termination fee and the
provisions of the financing that give Smith Management
control over the debtor's plan of reorganization will lock
out all other financing and will give control of this case
to Smith Management. Frontier also states that the proposed
financing is an improper sub rosa or de facto plan of
reorganization.   Frontier claims that the proposed
financing is less favorable than that package offered by
Wexford Management LLC.

Meetings, Conferences and Seminars

December 3, 1997
         Las Costas Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800

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

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

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

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

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

December 15-16, 1997
      Basics of Bankruptcy and Reorganization
         PLI Conference Center, New York, New York
            Contact 1-800-260-4PLI or

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

February 5-7, 1998
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

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

March 19-20, 1998
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

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

April 30-May 3, 1998
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

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

June 8-9, 1998
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-14, 1998
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

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

July 16-19, 1998
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

August 6-9-1998
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

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


Bond pricing, appearing each Friday, is supplied by DLS     
Capital Partners, Dallas, Texas.    
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Debra Brennan and Rebecca A. Porter, Editors.   
Copyright 1997.  All rights reserved.  This material is    
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