TCR_Public/971219.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R

        Friday, December 19 1997, Vol. 1, No. 83

                      Headlines

BIG RIVERS: Bank Responds to Standing for Examiner's Fee
CF&I: Owner Tries to Outlast Strike
ERD WASTE: Attempts to Pay Subcontractors
FOSTER MORTGAGE: United Companies Announces Settlement
HARRAH'S JAZZ: Casino May be Dead In the Water Again

HARRAH'S JAZZ: Committee Wants PR Consultant
HEILIG-MEYERS: Reports 3rd Quarter Results
JAMBOREE LLC: Issues Corrected Note Certificates
LEVITZ: Taps Grubb & Ellis as Brokers
LOMAS FINANCIAL: Settlement of MSP Claims

MIDCOM: Enters Asset Purchase Agreement
NATIONAL CATTLE CONGRESS: Asks for Loan to Pay Bills
POCKET: Emergency Request for Transfer of Funds
RELLEK: Committee Proposes Plan
STREAMLOGIC: Plan of Reorganization

SUPER SHOPS: Edelbrock to Assist in Finding Buyers
THE WIZ: Blames Soft Consumer Market
WESTERN PACIFIC: To Divvy up DIA fees -Owes $5 million              

BOND PRICES: DLS Capital's Prices for Selected Issues

                      ---------

BIG RIVERS: Bank Responds to Standing for Examiner's Fee
--------------------------------------------------------
The Bank of New York responded to the motion of the
Examiner to determine those entities entitled to be heard
and litigate the issues of the examiner's compensation.
The Bank of New York holds contingent and liquidated,
secured and unsecured claims in excess of $63 million
against the debtor.

The Bank of New York claims that the Examiner wants to
exclude the Kentucky Attorney General, Harry B. O'Donnell,
IV, MEDCO and the estate of Buddie Morris from objecting to
the enhanced Examiner's fee.

The Bank contends that upon the consummation of the plan,
creditors will receive distributions on account of their
allowed claims, and they have a financial interest in the
successful consummation of the plan.  Money to pay the
examiner's fees will "come out of the debtor's coffers."  
The Bank believes that there is an implication in the
Examiner's motion that those creditors which, in the
Examiner's opinion have standing to object to his fee
enhancement request are those which may be assessed for any
award thereon.


CF&I: Owner Tries to Outlast Strike
-----------------------------------
The Gazette reported on November 30, 1997 that
the twin-spired CF&I Corp. steel mill that has dominated
this town's skyline for generations seems smaller than it
used to. The smoke stacks have rusted and grown silent as
the company tumbled through a succession of outside owners,
culminating in a 1990 bankruptcy and eventual
buyout by Portland-based Oregon Steel Mills. Since then,
the company has found more efficient ways to produce its
chief product - the premier rail that keeps the trains of
Union Pacific and the Burlington Northern railroads moving.

But the price of this revival was paid at the expense of
loyal employees, union workers say. The United Steel
Workers' strike against Pueblo's CF&I steel mill is now
entering its ninth week with both sides hunkering down for
the long haul. Bolstered by growing public support, the
union vows to "last one day longer than the company."
But that day may never come. To the company, the 700
replacement workers hired to keep the mill going are
permanent employees.

With streamlining, the plant says it only needs 850
employees to operate at full-steam. The pre-strike work
force was 1,100. With more hiring on the horizon, Vicki
Tagliafico, spokeswoman for Oregon Steel, said production
will be up to pre-strike levels by January. Although the
steel industry is but a shadow of what it once was, premier
rail remains in high demand by railroads which are
consolidating and updating old rail lines.

By meeting that customer demand, CF&I may be in a position
to outlast the walkout. And if the strike can't shut down
the plant, then perhaps all it has accomplished is to put
1,100 people out of work. The strikers are convinced that
they will win their jobs back once charges
of unfair labor practices are heard by the National Labor
Relations Board and the courts, which could rule it illegal
for Oregon Steel to have hired the permanent replacement
workers.

Considering the company's economic outlook, this
may be the strikers' only hope. Ernie Hernandez, the union
local's president, said he'd like to get rid of Oregon
Steel altogether. "That company is just plain evil,"
Hernandez said. "It doesn't care about Pueblo, and it sure
doesn't care about its workers." Considering that Oregon
Steel has already made a short-term profit off its
CF&I investment, analysts acknowledge the possibility that
it may sell the mill at some point.

But no matter how much public support they get, the
strikers, mostly middle-aged men, simply don't seem to have
the economic clout to hurt an outside company like Oregon
Steel, which has few ties to Colorado.  Although CF&I is
only one of Oregon Steel's three subsidiaries, it accounted
for more than half of the company's 1996 total revenue of
$772 million. In the third quarter of this year, CF&I
accounted for 55 percent of Oregon Steel's revenue.

And although the strike's impact is large - it is expected
to be directly responsible for $12 million of the company's
expected fourth quarter 1997 loss - analysts say the
company might be able to recover by the first quarter of
1998. The strike, the first in 40 years, was called by
United Steel Workers Association locals 2102 and 3267 after
members voted 3 to 1 to reject CF&I's new three-year
contract. The strikers wanted wages closer to the industry
standard, better retirement options and, most of all, an
end to forced overtime, which union officials claim had
resulted in a dangerous work environment.

Guy Kennedy, a 40-year employee, said he often worked more
than 65 hours a week despite protests. "I put in 96 hours
(in one week) a few weeks before the strike and then
another 62 hours right after," the 58-year-old Kennedy
said. "And if you refuse (to work) overtime, you are
written up for it. If you get written up three times, you
can get fired." Tagliafico acknowledged that some of the
union's claims are valid -including that about 23 percent
of workers work more than 60 hours a week.  

"It's a dignity issue. We share the respect that all
workers should be given," she said. "It's a conflict
between the needs of the manufacturing environment and the
needs of workers."   Tagliafico said Oregon Steel wants to
work out its overtime issues on a mill-by-mill basis. But
she did not say how the company could now operate at full
capacity with 850 workers, when pre-strike, its 1,100
workers couldn't meet production quotas without forced
overtime.

The national union has produced informational videos and
reports to attack such contradictions in Oregon Steel's
claimed financial position. It also has staged protests in
Portland and San Francisco (at the headquarters of the
steel company's financial backer, Wells Fargo Bank) in
support of the Pueblo strikers.  Oregon Steel claims it has
spent about $150 million in capital expenditures to
modernize the mill, said analyst Teresa Meyer of Portland,
Ore.-based Black & Co. And with that modernization, she
said the company feels it can run the mill without a union.

"They did the same thing here in Oregon in 1984 and
successfully managed to replace union workers," Meyer said.
"And their Napa, Calif., operation is not unionized."
Oregon Steel didn't hesitate to hire the nonunion workers
it would need to forge steel.  Strategically placed ads in
Florida and along the eastern seaboard were purchased early
in the strike, said Tagliafico. The ads quickly brought in
replacement workers from the East Coast as well as from
throughout Colorado.  

The replacement workers are producing at about 50 percent
of pre-strike levels. And the company plans to continue to
hire what it now calls permanent replacement workers at
about $20 an hour through January, Tagliafico said.  
Because of the nature of the industry, CF&I had pre-planned
sales quotas to meet for 1998. The company knew exactly
what it needed to satisfy customers. Because of high pre-
strike productivity levels, CF&I was able to stockpile
steel rail, and this allowed the company to survive the
first weeks of the strike, union officials said.  

Union officials said they hope the mill's largest
customers, Union Pacific and Burlington Northern Santa Fe
railroads, will put pressure on Oregon Steel. But spokesmen
from both companies say shortfalls caused by the strike are
being met by overseas steel purchases and CF&I's only
domestic premier rail competitor, Bethlehem Steel Corp. of
Steelton, Pa.  CF&I and Bethlehem share 80 percent of the
market equally while overseas purchases normally make up
the rest.  Both railroads say they are minimally affected
and will buy rail from CF&I as it is produced.


ERD WASTE: Attempts to Pay Subcontractors
-----------------------------------------
ERD Waste Corp. et al. filed a motion for an order to
establish procedures for the payment of subcontractor
claims.  The debtors have been faced with recurring
problems concerning the collection of accounts receivable
from certain of debtors' clients.  In particular, a number
of the clients refused to make payment since the debtor
owes money to various subcontractors and materialmen for
the work performed for the clients.

Any delay in the collection of the debtors' accounts is
having, and will continue to have, a significant
detrimental impact on the debtors' businesses and the
Chapter 11 estates.

The debtors want to establish an escrow account for the
receipt and collection of the Receivables.  The debtors
will provide notice to each affected subcontractor of the
amount that the debtor believes is due and owing to that
subcontractor.  The subcontractor will be provided ten days
notice to dispute the payment.  If not disputed, the
subcontractor will be paid, and if disputed, the potion in
dispute will be held in the escrow account until resolved.


FOSTER MORTGAGE: United Companies Announces Settlement
------------------------------------------------------
United Companies Financial Corporation (NYSE: UC) today
announced the conclusion and related settlement of a
longstanding lawsuit emanating from the 1993 divestiture
and bankruptcy of Foster Mortgage Corporation. As a result,
the Company will take a $5.6 million charge in the fourth
quarter resulting from the settlement. Further, the Company
will also write off $2.2 million related to its sale of
United Companies Life Insurance Company in 1996.

This aggregate $7.8 million write-off will result in a
charge of $.15 against the Company's fourth quarter
earnings per-share.  "The Foster matter had been disclosed
in our Form 10-K and Form 10-Q public filings and certain
claims were tried before the bankruptcy court in
November," stated Dale Redman, Executive Vice President &
Chief Financial Officer.

"The very good news for our shareholders is that the
potential exposure to the Company of more than $30 million
has been resolved. We aggressively pursued our position and
minimized the charge. In addition, we have resolved a
lingering issue related to the disposition of the life
insurance company," Redman continued. "These two items are
now history and there should be no further impact from
either," he stated.


HARRAH'S JAZZ: Casino May be Dead In the Water Again
-----------------------------------------------------
The Louisiana Legislature refuses to take the unprecedented
step of calling itself into session to vote on a gambling
issue.  Governor Mike Foster will not call a special
session unless he can be assured that he has the votes for
ratification.  At stake is a new contract that guarantees
that creditors in bankruptcy court will be paid, that the
stalled casino will be completed and opened and that
government will get $100 million in taxes.

Although the Legislature approved the casino on paper five
years ago, legislators have been uneasy with all the
publicity over federal investigations into the gambling
industry.  A poll conducted by Southern Media & Opinion
Research this month shows that Louisiana voters are about
evenly split on the casino question.  The poll found 46.3
percent of the 600 registered voters interviewed favor
the contract while 44.7 percent are against, and the
remainder will not say. The poll, taken for a group of
television stations, had a margin of error of plus or minus
4.5 percentage points, meaning the results can vary by that
much in either direction - making the results virtually
even.  

Sen. Ken Hollis, R-Metairie, and Rep. Ed Murray, D-New
Orleans, started touring the state this week to get
legislators' signatures on a petition to call themselves
into session.  The two met privately with Mr. Foster on
Tuesday and said lawmakers refuse to do it. They said a
number of legislators would vote for the contract but would
not vote to call a session. Let the governor do it, they
said.  A simple majority vote is needed to call a session.
The same vote is needed to ratify a contract.

Senate President Randy Ewing had suggested to Mr. Foster
that the Legislature should call the session. If the
lawmakers vote to convene, the contract is as good as
ratified, he said.  "That feature {for lawmakers to call
their own session} is an extraordinary measure and should
be used only in extreme circumstances," Rep. John Alario,
D-Westwego, and a power in the House, said Tuesday. "I
don't think Harrah's ought to be the first reason why the
Legislature should call itself into special session."

Lawmakers' reasons for their views vary publicly, but
privately a number of them say they do not want to take on
the responsibility of calling a gambling session.  "He {the
governor} can call it himself," said Sen. Foster Campbell,
D-Elm Grove. "If he can't get his hands dirty, don't ask me
to get my hands dirty."  Mr. Hollis is the most frustrated
of the lot, saying he felt as if he were a boxer getting
bloodied while Mr. Foster is the attendant holding the
boxer's robe on the other side of the ring.  

"The governor said he would call the session if he is
assured there are enough votes," Mr. Hollis said. "I said
if the New Orleans Saints used that same philosophy, they
would have never fielded a team. There is no way we can
assure him there are enough votes."  But, if the governor
will take the lead and actively lobby individual
legislators, the contract will be ratified, said Mr.
Hollis.  

"Writing a letter to us and talking to two or three of us
won't get the job done," he said.  Mr. Foster has written
each legislator saying that the contract is a good deal for
the state and that the issue should not be viewed as a
gambling issue since the voters have already approved
gambling.  The Legislature voted for the casino and should
live up to its obligation, the governor said.
In a letter written this week to House Speaker Hunt Downer,
Mr. Foster said the Legislature "wanted to make the final
political decision and it is now up to you."  

The House passed a resolution at the end of this year's
session saying that it wanted the right to ratify any new
contract and to call itself into session to do it.
The language was technical and a number of House members
did not realize they had said they wanted to call
themselves into special session, acknowledged Cheney
Joseph, attorney for the governor.  Mr. Hollis said if the
governor waited for his April special session on education
to get a vote on the contract, the time lag might ruin the
project.  

The casino has been in bankruptcy court since 1995 and the
judge is getting tired of waiting for the state to do
something, Mr. Hollis said.  "If we don't do something, the
court may allow Harrah's to operate a casino under the
original contract" taken to the Legislature earlier this
year, Mr. Hollis said.  The Legislature rejected that
contract because it did not guarantee a $100 million
payment to the state.  William Patrick, an attorney for
Harrah's Jazz, said he believes that the Legislature will
ultimately come around. "It's unimaginable as a business
matter that the state would not honor its endorsement of
that contract," he said.


HARRAH'S JAZZ: Committee Wants PR Consultant
--------------------------------------------
The Unsecured Creditors' Committee wishes to employ Rafael
Bermudez d/b/a Rafael Bermudez Associates as public
relations consultant to the Committee for the period
November 1, 1997 through February 28, 1998.  The committee
seeks a public relations consultant to assist it with
respect to its duties to assure approval of the plan of
reorganization in the administrative and polititcal
process.


HEILIG-MEYERS: Reports 3rd Quarter Results
------------------------------------------
Heilig-Meyers Company (NYSE: HMY), the Richmond-based home
furnishings retailer, today announced an aggressive plan to
improve profitability in its Heilig-Meyers division.  The
plan includes three main components: (1) expense
reductions; (2) restructuring of certain aspects of the
business; and (3) core store operating initiatives. The
Company said that it expects to incur a total of $134.0
million in pre-tax special charges in its third and fourth
quarters in connection with this plan.

A total of $85.8 million pre-tax or $0.97 per share of
special charges were recorded in the third quarter, which
ended November 30, 1997, resulting in a net loss of
$49.1 million or $0.85 per share versus earnings of $9.5
million or $0.19 per share in the prior year quarter.  The
Company reported that total revenues for the three-month
period increased approximately 64.1% to $678.5 million from
$413.5 million in the prior year.

For the nine months ended November 30, 1997, total revenues
increased 64.6% to $1.8 billion from $1.1 billion in the
prior year.  Including $85.8 million in pre-tax special
charges associated with the profit improvement plan for the
Heilig-Meyers division, the Company has incurred a net loss
of $26.1 million or $0.46 per share for the nine-month
period versus earnings of $29.6 million or $0.60 per share
in the prior year.  

The Company stated that its profit improvement plan will
result in approximately $30.0 million of expense
reductions.  An estimated $20.0 million in costs are
expected to be eliminated from corporate overhead and non-
store locations and the remaining $10.0 million in expense
reductions would be at the store level principally through
personnel attrition.  The Company commented that in the
current retail home furnishings environment, which is
characterized by an increase in consumer credit problems
and bankruptcies, the organization must seek to be as
efficient as possible and that investments which fail to
produce adequate returns must be eliminated.

Management noted that the $134.0 million in special charges
associated with the profit improvement plan would
principally be a result of store closings, severance
arrangements, accelerated write-offs of accounts in
bankruptcy and the reorganization of its private label
revolving credit program. Approximately $51.0 million of
the charges are related to the closing of approximately 60
Heilig-Meyers stores.  

Approximately $14.0 million of the $51.0 million will
result from an increase in the bad debt reserve to cover
the sale of installment accounts receivable for these
stores, and approximately $14.5 million will result from
the establishment of reserves to cover future payments for
lease commitments.  The remaining $22.5 million in special
charges associated with store closings will result from
reserves for the disposal of fixed assets, severance
arrangements and the write-off of goodwill associated with
the closed stores.  

The majority of stores identified to be closed are in
larger markets where it is more difficult  for the Heilig-
Meyers small-town format to be successful.  William C.
DeRusha, Chairman and Chief Executive Officer, commented
that the Company's recently acquired Rhodes and The
RoomStore units are better suited for larger markets, and
that the size and location of the stores targeted for
closing were not adequate for conversion.

The $134.0 million in special charges also includes a $50.0
million increase in bad debt reserves resulting from a more
conservative approach to its estimates for write-offs
relating to customer accounts entering into bankruptcy and
the Company's installment portfolio.  Approximately $38.0
million is related to accounts in bankruptcy and
approximately $12.0 million is related to accounts in the
installment portfolio.  

Troy A. Peery, Jr., President and Chief Operating Officer
commented, "The Company is taking this action in response
to a challenging consumer credit environment and these
aggressive steps will allow the Company  to focus on new
business while maintaining  the proper balance in sales and
credit risk."  The remaining portion of the $134.0 million
in special charges is associated with approximately $15.0
million in costs relating to the Company's plan to
reorganize it's Heilig-Meyers private label credit card
program, and approximately $18.0 million in costs relating
to non-store employee severance arrangements and the
disposition of certain real estate.  

The overall cash impact related to the special charges will
be positive as cash received from the sale of certain
assets, and from income tax benefits is expected to
significantly exceed cash expenditures primarily related to
severance costs and potential lease settlements.
Management also outlined a number of core store operating
initiatives to improve performance in the Heilig-Meyers
stores.  

It indicated that current plans are to significantly slow
the growth of the Heilig-Meyers units over the next year to
allow the maturation of this division and further improve
results.  Management also noted that approximately 20 to 30
stores would be relocated in an effort to place those
stores in higher traffic locations.  The Company has
developed and is initiating a merchandising and advertising
strategy which will differentiate between the larger and
smaller Heilig-Meyers markets, thereby reaching those
customers in these respective areas through different
mediums and types of messages better suited for each  type
of market.

Management added that plans were under way to strengthen
inventory management in an effort to significantly reduce
the frequency of assortment changes in the merchandise
line-up.  Further plans are to add consumer credit
expertise to the senior management team and to further
develop risk profiling, bankruptcy scoring and
risk based pricing models for the installment program.
Management commented further that while it planned to slow
growth in the Heilig-Meyers division, it expected to pursue
opportunities in the Company's other formats.  

These opportunities would be in formats which are less
capital intensive and are currently operating at higher
levels of returns than the Heilig-Meyers division.   The
Company also indicated that it will adopt a rigorous
capital allocation process under which all expansion and
capital projects will be subjected to stringent return on
investment criterion.  Mr. Peery said that,  "Heilig-Meyers
remains and will remain the Company's flagship
operation and that there are a tremendous number of towns
to which Heilig-Meyers could expand. However in the near-
term, growth would be primarily in the Company's other
divisions."

In a closing statement, management commented that the
profit improvement plan and related initiatives are
intended to help Heilig-Meyers Company enter its upcoming
fiscal year stronger and more focused than anytime in the
Company's history.  Management added that consolidated
earnings for fiscal 1999 are expected to be significantly
improved and that the Company maintains its 15-
20% long-term growth target for earnings per share going
forward.  Heilig-Meyers Company, a Virginia Corporation,
currently operates 1,190 stores; 864 as Heilig-Meyers, 171
as Mattress Discounters, 100 as Rhodes, 23 as The RoomStore
and 32 in Puerto Rico as Berrios.


JAMBOREE LLC: Issues Corrected Note Certificates                
------------------------------------------------
Jamboree LLC, a Delaware limited liability company,
announced today that it has notified the holders of its
outstanding 8.18% Class A Senior Secured Notes due 2002 and
its 8.93% Class B Senior Subordinated Secured Notes due
2002 that the certificates evidencing such Notes were
issued with the wrong interest accrual date and must be
returned to State Street Bank and Trust Company, as trustee
of both classes of Notes, so that they may be corrected.  

Due to a clerical error regarding the interest accrual
date, too much interest, in the form of additional Notes,
was paid with respect to the November 1, 1997 and December
1, 1997 interest payment dates.  The Company has announced
that new Note certificates with corrected interest accrual
dates and corrected principal amounts will be issued in
place of the incorrect outstanding Note certificates.  
Jamboree LLC and State Street Bank and Trust Company have
agreed to the changes and have implemented procedures
for the exchange of any outstanding Notes.  

Investor questions should be directed to W. Gregory Geiger
or Kenneth Liang of Jamboree LLC, c/o Oaktree Capital
Management at (213) 614-0900. The Notes were issued as part
of the bankruptcy restructuring of Crow Winthrop Operating
Partnership.  Under the restructuring, ownership of certain
real property at 3333 - 3355 Michelson Drive, Irvine,
California, and other assets was transferred to Jamboree
LLC.


LEVITZ: Taps Grubb & Ellis as Brokers
-------------------------------------
Levitz Furniture Incorporated, et al, applied for court
authority to employ and retain Grubb & Ellis as real estate
brokers to the debtor.  The broker would serve as a single
point of coordination for all assigned real estate
transactions in the U.S., Mexico and Canada.


LOMAS FINANCIAL: Settlement of MSP Claims
-----------------------------------------
By this motion, the reorganized debtor, Lomas Financial
Corporation, Lomas Information Systems, Inc. and Lomas
Administrative Services, Inc., with the support of the
Unofficial Committee of Management Security Plan
Beneficiaries of Lomas Financial Corporation seek the
court's approval for the settlement of all claims held by
MSP Beneficiaries.

The debtors claim that the MSP settlement is enormously
beneficial to all parties in the cases, and litigating them
would cost significant expenditures of money and time.  The
debtors also state that the settlement will bring an
additional $4 million into the estates for distribution
under the joint plan.  The terms of the Settlement provide
that from the Trust Assets (Over $8 million as of 9/30/97)
the parties will deduct certain fees and expenses and the
Net Trust Assets will be divided between the MSP Committee
and Siena, successors to the reorganized debtors. (50% of
the assets to each).


MIDCOM: Enters Asset Purchase Agreement
---------------------------------------
On December 17, 1997, MIDCOM Communications Inc.
(NASDAQ:MCCIQ) announced that it has entered into an asset
purchase agreement with WinStar Communications, Inc.  Under
the terms of the agreement, WinStar will purchase
substantially all of MIDCOM's assets and
those of its subsidiaries, PacNet, Inc. and Cel-Tech
International Corporation, in exchange for $92.0 million,
subject to certain adjustments.

"I am pleased with the WinStar agreement and believe it
represents a fair price for the benefit of MIDCOM's
creditors," said William H. Oberlin, MIDCOM's president and
chief executive officer.  Not included in the agreement are
the company's conference calling business and AdVal Inc., a
MIDCOM subsidiary, which offers facsimile broadcast
services.  The company continues to review strategic
options with respect to these assets.  Under the agreement,
WinStar will provide employment for substantially all of
MIDCOM's employees and will maintain MIDCOM's key
distribution channels.  

"MIDCOM's focus on providing long distance and other
telecommunication services to small and medium-sized
businesses meshes well with WinStar's national local
communications strategy," said Oberlin. Under bankruptcy
code procedures certain provisions of the agreement,
including an auction procedure, will be submitted to the
bankruptcy court for approval as quickly as possible.  
Then, if accepted by the court, other interested purchasers
will have the opportunity to top WinStar's offering price
on similar terms and conditions to those set forth in the
agreement between MIDCOM and WinStar.
                       

NATIONAL CATTLE CONGRESS: Asks for Loan to Pay Bills
----------------------------------------------------               
The Omaha World-Herald reported on December 17, 1997 that
the financially troubled National Cattle Congress wants to
borrow up to $100,000 from the City of Waterloo to pay its
bills through the spring, an attorney said.  But Mayor John
Rooff said the loan would have to be secured by a lien that
would be placed ahead of one held by the Meskwaki Indians.
The lien would allow the city to take title to the Cattle
Congress fairgrounds and Electric Park Ballroom if the
organization defaults on the loan.  

Cattle Congress attorney John Titler said this week that it
is unlikely the bankruptcy court would approve the city's
request since the organization has $145,000 in unencumbered
personal property it could borrow against.  The Meskwakis
hold a mortgage on all Cattle Congress real estate,
including the fairgrounds, ballroom and Waterloo Greyhound
Park. The tribe loaned the Cattle Congress the money in
order to preclude the possibility of slot machines at the
dog track.  

"We want to preserve the Cattle Congress and Electric Park
the way it used to be," Rooff said. "We also want to
separate out the Cattle Congress grounds from any talk of
gambling.  The bankruptcy court can do that."  The National
Cattle Congress, which filed for Chapter 11 bankruptcy
reorganization last month for the second time in four
years, is facing a utilities shutoff unless it can come up
with a $22,000 deposit, Titler said.  

He also said insurance companies writing liability policies
for Cattle Congress property are demanding upfront premium
payments instead of monthly installments.  "We need some
working capital is what it boils down to," Titler said.  A
proposed budget "shows for operations through April, we can
operate at a $7,000 to $8,000 profit," he said. That
includes a number of budget cuts, including the resignation
of Cattle Congress General Manager Louis Beck, who said he
essentially laid himself off last week as a budget-cutting
measure.  

Titler said the organization would ask the city for a loan
of up to $100,000, at 9.5 percent interest, with balloon
payment due in one year.  The Cattle Congress would seek
the loan from the city's economic development revolving
loan fund, Titler and Rooff said. That is the same fund
from which the city loaned more than $1 million to finance
Cattle Congress-owned Waterloo Greyhound Park's
construction in 1986.

The Cattle Congress eventually repaid that money in full in
1996 as part of its previous bankruptcy reorganization,
with a portion of the $9.1 million in bailout proceeds from
the Meskwakis' Tama casino.  Titler said the Cattle
Congress also must seek bankruptcy court approval to incur
debt in order to accept the loan. A hearing on that matter
has been scheduled for Thursday at U.S. Bankruptcy Court in
Cedar Rapids.


POCKET: Emergency Request for Transfer of Funds
-----------------------------------------------
Pocket Communications and DCR PCS, Inc., debtors, are
asking the court for emergency authorization for
contribution of funds from the legal budget to the employee
budget.  The debtors lack sufficient funds to meet payroll
for essential employees through mid-January, 1998.  
Pursuant to the final draw of funds under the existing DIP
Loan Facility, the debtors have received $355,000
specifically for and only authorized for payment of
professioanl fees.  

The debtors, with consent of the professionals, wish to
allocate $55,000 of these funds set aside for professionals
to employee wages.  The DIP Lenders refused these requests.  
The professionals are willing to forego the $55,000 in
interim fees, to be passed on to the final fee payments.
Whiteford, Taylor and Preston, LLP; Wilmer, Cutler &
Pickering, Winston & Strawn and Arthur Andersen LLP are the
professionals involved in this matter.


RELLEK: Committee Proposes Plan
-------------------------------
The Official Committee of Unsecured Creditors of Rellek,
Inc., f/k/a Keller Industries, Inc. proposed a plan of
reorganization.

Classified claims are treated as follows:

Class 1.  Allowed Claims which are Prioirity Claims.  Class
1 is unimpaired under the plan.  


Class 2. The allowed secured claim of Bank of America.
Class 2 is impaired under the plan.  Bank of America's
allowed secured claim will paid in accordance with a
Settlement Agreement.

Class 3. Allowed secured claims other than the secured
claim of Bank of America.  Class 3 is unimpaired under the
plan.

Class 4. Allowed Unsecured claims, except Ladders Payable
Claims and Claims assumed by purchaser of Ladders Division.  
Class 4 claims are impaired. Class 4 claim holders will
receive a distribution equal to a pro rata share of funds
remaining after administrative claims, priority tax claims,
and allowed claims in classes 1,2, and 3, compensation to
the Disbursing Agent and fees, costs and expenses pursuant
to the plan.  Class 4 claims will be subject to a holdback
for estimated future professional and management fees and
costs.

Class 5. Ladders Payable Claims. Class 5 is impaired under
the plan.  Class 5 claimants will receive a pro rata
distribution from the Ladders Payable Fund, after payment
of any fees and costs incurred in conn3edction with
administering the Ladders Payable Fund.  The Ladders
Payable Fund is not part of the bankruptcy estate.

Class 6. Allowed Interests of Equity Security Holders.  
Class 6 is impaired under the plan.  No payments shall be
made nor property distributed to holders of Class 6 Claims.  
These claims represent liabilites assumed by the purchaser
of the Ladders Division.

Class 7 is deemed to have rejected the plan.  Class 7 is
impaired under the plan.  Class 7 is Allowed Interests in
the Debtor, and such interests will be terminated and
extinguished as of the Effective Date of the plan.


STREAMLOGIC: Plan of Reorganization
-----------------------------------
Streamlogic Corporation, debtor, proposed a plan of
reorganization dated December 10, 1997.

Claims are classified as follows:

Class A. Priority claims. Unimpaired. The debtor estimates
that the allowed amount of Class A priority claims will be
approximately $35,000. These claims include unsecured
claims for accrued employee compensation earned within 90
days prior to commencement of the Chapter 11 case (up to
$4,000 per employee) and contributions to employee benefit
plans prior to commencement of the case.

Class B. Secured Claims.  Unimpaired to the extent allowed.  
Debtors anticipate that the total amount due and owing in
this class is $670,000. The debtors know only of the claim
of Wells Fargo Bank and lien claims of JMR and A&S.

Class C. Convenience Claims. Impaired.  10% of the allowed
claim will be paid. The debtors anticipate that holders of
approximately 340 claims, in an aggregate amount of
$360,000 will elect to be within Class C, and that the
distributions thereon will be approximately $34,000.  

Class D. General Unsecured Claims. Impaired. The debtor
estimates that the aggregate amount of all allowed claims
within Class D will be approximately $30,000,000.
Pro rata distributions of funds will be made as funds
become available.  The debtor estimates that distributions
upon allowed claims within class D will be in an aggregate
amount that is approximately 17.76 percent of the total
amount of such allowed claims.

Class E. Stock Interests.  Holders of Class E are deemed to
have rejected the plan, because they will receive nothing
under the plan.  On the Effective Date, all existing shares
of the Debtor will b e cancelled and all options, warrants
and other rights affecting such stock will be terminated.

On the plan's Effective date, all assets related to the
Hammer product line and known as the "Hammer Assets" will
be revested in the reorganized debtor as the core of its
ongoing business.  All other assets of the debtor will vest
in the Distribution Estates.


SUPER SHOPS: Edelbrock to Assist in Finding Buyers
--------------------------------------------------
Edelbrock Corp. (Nasdaq NM:EDEL) Thursday announced that it
will act with the executive committee of the Unsecured
Creditors Committee of Super Shops Inc. to assist current
Super Shops management, led by interim Chief Executive
Officer John T. Grigsby, in locating and evaluating
potential buyers for the current 121-store chain.  The
committee of unsecured creditors, composed of Edelbrock and
eight other major vendors, was formed to represent the
interest of the unsecured creditors of the Reno, Nev.-based
performance parts retailer, which in September voluntarily
petitioned for reorganization under Chapter 11 of the
Federal Bankruptcy Code and is presently operating under
that statute.

Edelbrock, which currently has approximately $1.9 million
in unsecured receivables outstanding with Super Shops, is
unable at this time to quantify the dollar amount of any
recovery that may result from the sale of Super Shops'
assets or from ongoing global negotiations with former
Super Shops chief executive Harry Eberlin.  Due to the
uncertainty of the recovery on these receivables, Edelbrock
will conservatively account for these receivables as a pre-
tax charge against earnings of approximately $1.9 million,
(approximately $1.2 million or $.23 per share, after tax),
for the quarter ending Dec. 25, 1997.

Torrance-based Edelbrock is a designer, manufacturer and
distributor of performance replacement parts for the
automotive and motorcycle aftermarkets.


THE WIZ: Blames Soft Consumer Market
------------------------------------
Grant Buckler wrote for Newsbytes, "It's no longer true
that nobody beats The Wiz. The Wiz Inc., Cartelet, New
Jersey-based operator of 50 "Nobody Beats The Wiz" consumer
electronics stores, has filed voluntary petitions under
Chapter 11 of the US Bankruptcy Act for itself and many
affiliates, and said it will close 17 stores.

A hearing was expected in United States Bankruptcy Court
for the Southern District of New York Wednesday. The Wiz
said it would ask the court to approve RAS Management
Advisors Inc., and its principal Richard Sebastiao as chief
restructuring officer.  The retailer also said it would ask
the court for permission to continue operations, including
honoring customer deposits, gift certificates, promotions
and the like, and to grant junior liens on all of its
collateral to all vendors willing to deliver goods to The
Wiz on at least 20 percent credit terms.

The court is also being asked to approve a credit facility
under which The Wiz's principal lender, Congress Financial
Corp., proposes to advance the company as much as $150
million.  The company blamed softness in the consumer
electronics market for its failure, saying it was
especially hard hit in retail locations outside of New York
City and other core areas. These locations will account for
most of the store closings. In a statement, Lawrence Jemal,
president and chief executive of The Wiz, said the company
hopes to restructure its finances and reorganize around
its core metropolitan locations.

The company announced it was closing eight stores in New
York, four in Washington, three in New Jersey and two in
Connecticut as part of a reorganization aimed at restoring
profits.  The announcements came a day after the Carteret,
N.J.-based electronics retailer filed for Chapter 11
bankruptcy protection. The company has more than $1 billion
in annual sales.  In a release, lawyer Kenneth H. Eckstein
identified the stores which were closing and said they may
shut down as early as January 31, although the company
is trying to extend that date.


WESTERN PACIFIC: To Divvy up DIA fees -Owes $5 million              
------------------------------------------------------                              
The Denver Gazette reported that the $5 million that
Western Pacific owed Denver International Airport before
the airline filed for bankruptcy protection is still
subject to negotiation and could be spread among all
carriers at the airport, a WestPac executive says.
But United Airlines regional Vice President Roger Gibson
says his airline and other airlines at the airport will
push "to make sure the city collects all that money" from
Western Pacific.

Western Pacific owed DIA about $5 million in fees when it
filed for Chapter 11 bankruptcy on Oct. 5. Since then, the
airline has been paying current landing fees, rents and
passenger facility charges four times each month, but
the $5 million is still unpaid.  Western Pacific is working
on a reorganization plan to submit to the bankruptcy court
by December 20. Western Pacific Senior Vice President Mark
Coleman said that the airport likely will receive cash and
stock in some kind of trust when the airline emerges from
Chapter 11, probably in March, and that some unpaid
expenses could be spread among all carriers.

He said United's share would be no more "than they would
have if we had not come to town." With 45 daily departures
from DIA, Western Pacific's share of the landing fees has
lowered fees for all carriers, he said.  Gibson, however,
said, "We don't expect to pay any of Western Pacific's
fees."  WestPac released its flight-capacity figures for
November, revealing that its jets spent more time than ever
in the air, but the planes were less than half full.

The airline said it flew more than a third more miles last
month than it had in November 1996. It also carried
slightly more passengers. But the growth in passengers was
not as dramatic as the increase in miles flown, translating
into aircraft that were, on average, half empty.  Coleman
said there were two big reasons for the differences between
November and the same month a year earlier: one was the
bankruptcy, which hurt reservations; secondly, bookings
during the previous November were inflated by a "Mystery
Fare" promotion.

As a result of the bankruptcy-recovery negotiations, "our
booking levels have improved and we expect this trend to
continue going forward," Coleman said.  For the first 11
months of 1997, miles flown by the airline were up by a
third, the number of passengers was up by a quarter and the
planes were just about as full, on average, compared to
last year's 11-month data.  What WestPac did not reveal was
a figure critical to the airline's ability to make a
profit: the yield, or average amount of money made on each
passenger.


BOND PRICES: DLS Capital's Prices for Selected Issues
-----------------------------------------------------

The following are indicated prices for selected issues:

Alliance Entertainment 11 1/4 '05            4 - 5 1/2 (f)
Amer Telecasting 0/14 1/2 '04               25 - 29
APS 11 7/8 '06                              51 - 53
Bradlees 11 '02                              4 - 6 (f)
Brunos 10 1/2 '05                           35 - 36
CAI Wireless 12 1/4 '02                     26 - 28
Cityscape 12 3/4 '04                        47 - 49
Echo Bay 11 '27                             80 - 84
Flagstar 11 1/4 '04                         40 - 42 (f)
Harrah's Jazz 14 1/4 '01                    30 - 32 (f)
Hechinger 9.45 '12                          73 - 75
Hill's 12 1/2 '03                           79 - 80
Grand Union 12 '04                          53 - 54
Levitz 9 5/8 '03                            34 - 36 (f)
Liggett 11 1/2 '99                          66 - 69
Marvel 0 '98                                 3 - 4
Mobilmedia 9 3/8 '07                         8 - 11 (f)
Mosler 11 '03                               76 - 78
Royal Oak 11 '06                            71 - 75
Speedy Muffler 10 7/8 '6                    63 - 65 (f)
Stratosphere 14 1/4 02                      52 - 58 (f)
Trump Castle 11 3/4 '03                 92 1/2 - 93 1/2
Wickes 11 5/8 '03                           93 - 94

The distressed bond market continues to get weak into the
year-end.  In particular, Cityscape bonds were in another
10 points and the wireless sector was very weak and very
thinly traded.

                      ---------

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
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thereof are $25 each.  For subscription
information, contact Christopher Beard at
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