TCR_Public/971226.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 26, 1997, Vol. 1, No. 87

ARROW TRANSPORTATION: Plan of Reorganization
AVOCA NATURAL GAS: Extension for Lease Assumption
BIG RIVERS: Objects to Amended Claims of PacifiCorp Power
GUY F. ATKINSON: Court Authorizes "Pool II" Cash Collateral
L.LURIA: Requests Extension of Bar Date

LOMAS FINANCIAL: Conseco Settles with Siena
MARVEL: John J. Gibbons Named Trustee
MOLTEN METAL: Committee Applies to Retain Counsel
ORANGE COUNTY: Merrill Lynch to Pay $3.1 Million
PARTY WORLD: Needs Court OK of Stipulation with Foothill

PETRIE RETAIL: Prospective Purchaser for Winkelmans
PHOENIX INFORMATION: Wants to Retain Fisher & Sauls
PHOENIX INFORMATION: Proposes Bar Date of January 14, 1998
Q-ENTERTAINMENT: Committee Taps Attorneys and Accountants
SA TELECOMMUNCATIONS: MCI Demands Adequate Assurance

WESTERN PACIFIC: Files Plan of Reorganization
WESTERN PACIFIC: Investor Provides $20 Million More

DLS CAPITAL: Bond Pricing for Week of December 22, 1997


ARROW TRANSPORTATION: Plan of Reorganization
The plan provides for the complete liquidation of Arrow
Transportation Co. of Delaware's remaining assets and the
distribution of the proceeds of the liquidation to
Creditors.  Allowed secured claims will be paid in full
either in cash, by a liquidation of the creditor's
collateral or by the surrender of the secured creditor's
collateral in those situations where the collateral is worth
less than the debt.  All Administrative Claims and Priority
Claims will be paid in full in cash within 30 days of the
Effective Date or when allowed by court order or pursuant to
agreement betweeen the claimant and Arrow.  On the Effective
Date of the plan, all of Arrow's property will be
transferred to the Arrow Liquidating Trust, which will
complete the liquidation.

Class 1. Priority Claims. Holders of priority claims will be
paid in full.

Class 2. Congress Financial Corporation Northwest.  The
claims of Congress was paid in full prior to the Effective
Date of the plan.

Class 3. Associates Commercial Corporation.  The Class 3
allowed secured claim of Associates was satisfied by a
payment of $2.1 million to Associates under a stipulated
order entered prior to the Effective Date of the plan.

Class 6.  Concord Commercial Corp. The Allowed Secured Claim
of Concord was fixed at $385,000 by stipulated order and
that amount was paid to Concord prior to the Effective Date.  
Any deficiency claim of Concord shall be treated as a
general unsecured claim.

Class 10. Mellon U.S. Leasing. Part of the collateral
securing the Class 10 Allowed Secured Claim of Mellon was
sold to Matlack prior to the Effective Date.  The parties
entered into a stipulated order valuing the Mellon
collateral sold to Matlack at $1,128,450 and that amount was
paid to Mellon prior to the Effective Date.  The remainder
of Mellon's remaining collateral was surrendered prior to
the Effective Date of the plan.  Any deficiency claim of
Mellon shall be treated as a general unsecured claim.

Class 11. Mercedes Benz Credit Corporation.  The collateral
securing the Class 11 Allowed Secured Claim of Mercedes Benz
was surrendered prior to the Effective Date.  Any deficiency
claim of Mercedes Benz will be treated as a general
unsecured claim.

Class 12. Deer Park Texas Independent School District. (Ad
valorem property taxes). The Class 12 allowed Secured Claim
of Deer Park, if any, shall be paid in full in cash when it
is allowed by an order of the court.

Class 13. Multnomah County, Oregon (personal property
taxes).  The Class 13 Allowed Secured Claim of Multnomah
County, if any, shall be paid in full in cash when allowed
by the court.

Class 14. The Allowed Unsecured Claims fo General Unsecured
Creditors of Arrow.  The Arrow Liquidating Trust shall make
pro rata payments to allowed claims in Class 14 from the
proceeds of the liquidation of Arrow's remaining assets and
causes of action.

Class 15.  The interest of Arrow Transportation Co., Arrow's
parent, arising from its ownership of Arrow's common stock.  
Arrow Transportation Co. shall receive nothing on account of
its Class 15 interest.

The debtor's Plan of Reorganization and debtor's Disclosure
Statement to the Plan of Reorganization are dated December
17, 1997.

AVOCA NATURAL GAS: Extension for Lease Assumption
Avoca Natural Gas Storage, et al., debtors have requested an
extension of the time within which the debtos must assume or
reject unexpired leases of non-residential real property.
The debtors are seeking to extend the period to March 31,
1998.  While the debtor is not sure that its contract with
the Steuben County Industrial Development Agency is a true
lease, out of caution, the debtor seeks this extension. The
court in this matter has scheduled a hearing for February
20, 1998 in which a motion approving a stipulation and
authorizing the debtor to incur postpetition indebtedness,
and authorizing the debtor to plug and abandon its wells may
be dispositive of the entire case, thus Avoca feels that any
assumption or rejection of this lease would be premature
until these motions have been decided.

BIG RIVERS: Objects to Amended Claims of PacifiCorp Power
Big Rivers and PacifiCorp Power Marketing, Inc. entered into
an agreement known as the Interim Wholesale Marketing
Assistance Agreement.  Under the agreement, PPM agreed to
market sales of electricity in the open market and Big
Rivers agreed to supply the electricity necessary to
consummate these sales.  Subject to certain thresholds, the
parties also agreed to divide equally the profits from these
sales.  In February, 1997 PPM filed a proof of claim with
respect to the marketing agreement.  This claim covered
amounts owed to PPM for the period September 1 - September
24, 1996, and was in the sum of $423,948.95.

PacifiCorp also reserved the right to amend the claim if an
audit showed that more was owed.  On September 29, 1997, PPM
filed a n amendment to the claim asserting the right to
recover an unsecured non-priority claim of $1,225,613.95 and
an unsecured priority claim of $1,486,864.  PPM filed a
second amendment in November of 1997asserting the right to
recover an unsecured non-priority claim of $822,006.95 and
an unsecured priority claim of $1,483,185.

Big Rivers states that the second amendment should be
disallowed to the extent that it exceeds the original
$423,948.95 because Big Rivers paid all amounts due and
owing to PPM under the terms and conditions of the Power
Marketing Agreement.  Big Rivers states that the second
amended proof of claim should be disallowed because it was
not calclated based upon the accounting methodology to which
the parties agreed.  In addition, the debtor states that the
amount of the claim which exceeds $423,948.59 was filed
after the applicable bar date.

GUY F. ATKINSON: Court Authorizes "Pool II" Cash Collateral
Judge Thomas E. Carlson has entered an order finding that
the Bonding Companies have a security interest in the
$1,232,33.21 deposited in the Bank of America and known as
the "Pool II Account", that the Binding Companies' security
interest in the debtors' assets is adequately protected and
will remain so after the debtors use up to $1.1 million of
cash from the Pool II Account by means of the protections in
the DIP Orders, and the three interim orders authorizing use
of cash collateral.  That funding of the joint venture
projects as requested by the debtor is for the benefit of
the estates and is an appropriate exercise of the debtor's
business judgment.

The court also approved the request of the debtor regarding
filing of confidential Kiani, CAPC Joint Venture and La
Jolla Information under seal.  The confidential filings
shall be delivered to the court under seal and shall be
placed in a sealed envelope.

L.LURIA: Requests Extension of Bar Date
L.Luria & Son, Inc. is asking the court for an order
extending the time within which proof of claims may be filed
from December 21, 1997 to February 28, 1998.  The debtor
states that such date would provide the debtor an
opportunity to advertise the bar date in a manner to permit
creditors and parties in interest the opportunity to file a
proof of claim in the event that they have not received
sufficient notice of the bankruptcy or the customer Refund

Because of the sheer number of creditors in this case, the
inability of the debtor to efficiently identify each of the
customer creditors and equity security holders who may not
have received notice of Claims Bar Date and of the entry of
the Customer Refund Order, and the substantial expense of
giving them actual notice, the debtor believes that it its
desirable to supplement notice with publication.  The debtor
believes that the notice supplemented by publication affords
the best notice practicable under the circumstances.

LOMAS FINANCIAL: Conseco Settles with Siena
In November 1990, JNL Acquisition Corporation, an affiliate
of Conseco, Inc. purchased from Lomas Financial Corporation
the outstanding capital stock of Jefferson National Life
Insurance Company.  the purchase of the stock was governed
by a stock purchase agreement between Lomas and Conseco.  In
connection with JNL's purchase for the stock, JNL issued to
Lomas a subordinated promissory note in the original
principal amount of $15  million.  

Siena Holdings Inc. successor to Lomas and Nomas Financial
Corp. commenced an adversary proceeding against Conseco and
GARCO, seeking payment under that certain note in the
original principal amount of $15 million. Both plaintiffs
and defendants are now agreeable to dismissal of the
Complaint, withdrawal of the GARCO claim and payment of $8.1
million to Siena.

MARVEL: John J. Gibbons Named Trustee
Marvel Entertainment Group, Inc. (NYSE: MRV) reported on
December 24, 1997 that the U.S. Trustee Office has appointed
Hon. John J. Gibbons to serve as trustee.  Mr. Gibbons, a
senior member with the Newark,
N.J.-based law firm of Crummy, Del Deo, Dolan, Griffinger &
Vecchione, was a Judge for the United States Court of
Appeals for the Third Circuit for more than twenty years.  
He was Chief Judge from 1987-90.

MOLTEN METAL: Committee Applies to Retain Counsel
The Official Unsecured Creditors' Committee seeks court
approval to retain Goodwin, Procter & Hoar as counsel to the
Committee. The firm will assist, advise and represent the
Committee in its consultations with the debtors, in
investigation of the financial condition of the debtors, to
assist the Committee in its participation in plan
formulation, to represent the Committee with respect to
prosecution of claims and causes of action and to represent
the Committee with respect to the examination of proofs of

ORANGE COUNTY: Merrill Lynch To Pay $3.1 Million                       
Merrill Lynch & Co. and four other investment firms
have agreed to pay $3.1 million in damages to Orange County
municipal bondholders who sued the companies after the
county's 1994 bankruptcy. Merrill Lynch spokesman Bill
Halldin said Tuesday it made more sense to settle "than to
continue the expense and distraction of further litigation."

The lawsuit alleged that the companies deceived investors
about the risks of buying $9 billion in county bonds. The
bondholders ultimately got their money back, though many had
to wait nearly a year past the due date of the bonds,
which were issued between July 1, 1992, and Dec. 6, 1994.

The five firms are the last of 14 investment houses to
settle the lawsuit, which was scheduled to go to trial in
February. The others agreed last year to pay $4.4 million in
damages to the bondholders, mainly institutional investors.
The settlement proposal, filed last week in Orange County
Superior Court, must be approved by the court. A hearing is
scheduled for Feb. 16. The settlement calls for Merrill
Lynch to pay $1.9 million.

The others were investment banking firm CS First Boston,
which paid $990,000, accountants KPMG Peat Marwick $225,000,
Leifer Capital $30,000 and Fieldman Rolapp $25,000.
Separately Tuesday, U.S. Bankruptcy Judge John E. Ryan
approved payment of $34 million to local schools and cities
that lost money in the bankruptcy. Most of the money, $27
million, comes from a fine Merrill Lynch paid the
county in June to settle civil charges by Orange County
District Attorney Michael Capizzi.

The giant brokerage still is fighting a $2 billion damages
lawsuit by the county and other local governments, who
claimed Merrill Lynch was negligent in its handling of
government investment accounts. That lawsuit is scheduled
for trial Sept. 15, 1998, in U.S. District Court in Santa

PARTY WORLD: Needs Court OK of Stipulation with Foothill
Foothill Capital Corp. is the primary secured creditor and
postpetition lender of the debtors, Party World, Inc., and
Party America Inc.  The debtors propose to sell
substantially all of their assets to GB Equity Partners LLC
for a purchase price of $4.6 million.  Foothill Capital
Corp. is owed approximately $4.73 million.  Pursuant to the
Sale Motion, the debtors propose to pay Foothill only the
amount owing under its inventory line of credit, which was
approximately $3.5 million as of December 10, 1997.  
Foothill will only consent to the debtors' proposal if the
court approves the proposed stipulation.

The liquidation value of the inventory on the Closing Date
is projected at $3,256,493.  GB Equity will allocate
$3.3million of the sale price to Foothill's collateral and
$1.3 million of the sale price to the Leaseholds, although
GB Equity reserves the right ot reallocate later for itw own
tax purposes.  Foothill will consent to the sale of its
collateral free and clear of liens only if it receives:

1. The greater of the amount of the inventory obligation as
of the closing date, the closing date inventory value and
the GB allocation amount.

2. The accrued but unpaid interest due under the Term Notes
as of the closing date.

3.  50% of any net amount over the proposed sale price to GB
Equities realized on account of any overbid.

4. Relief from the automatic stay, concurrently with the
approval of the sale motion, and

5.  Acknowledgement and approval of third party pledgers of
the pledge collateral that Foothill will and may apply all
or a portion of the pledge collateral to the obligations
owing under the $353,000 Note.

PETRIE RETAIL: Prospective Purchaser for Winkelmans
Dennis Callahan, Chairman and CEO of Crowley, Milner and
Company (Amex: COM) announced today that Crowley's has
signed a letter of intent to purchase all inventories,
furniture, fixture equipment and leasehold improvements of
the Winkelmans chain for cash. Crowley's plans to operate 49
Winkelmans stores under the Winkelmans name, 41 stores in
Michigan and 8 in Ohio.  Each of the stores will be
evaluated and viability decisions will be made on each store
in the near future to determine if any need to be closed.  
During the evaluation process all store employees
will be retained in their present positions.

Winkelmans has been operating under a Chapter XI proceeding
in the U.S. Bankruptcy Court for the Southern District of
New York since 1995, and the purchase will be subject to
approval by the Bankruptcy Court and completion of
an auction process which should be completed within 30 days.  
In the interim, Crowley's will finalize a definitive
purchase agreement subject to Crowley's board approval.  The
Crowley's offer is not subject to any financing

Mr. Callahan said, "This is a further commitment to the City
of Detroit. The Winkelmans name and reputation in the market
is very positive.  Winkelmans has always stood for quality,
fashion and value apparel for the career female
customer.  We are happy to continue this tremendous

Mr. Callahan went on to state "This is a further opportunity
to expand our customer base and product offerings without
any material increase in central office expense.  We look
forward to the integration of the Winkelmans chain
into the new Crowley's."

Petrie Retail, parent of Winkelman's said that the letter of
intent contemplates a definitive purchase agreement that
would be subject to higher or otherwise better offers at a
hearing in the U.S. Bankruptcy Court in January.  Petrie
Retail announced on December 10, 1997, that it had begun
soliciting offers for the divestiture of Winkelman's as part
of its effort to emerge from Bankruptcy Court protection as
a viable company.  

Petrie Retail is being assisted in the divestiture of
Winkelman's store assets by CIBC Oppenheimer.
Winkelman's operates 54 stores in Michigan, Ohio and New
York.  Its offices are located in Livonia, Michigan.  Under
the letter of intent, Crowley is proposing to offer
employment to those Winkelman's store employees it deems
appropriate at the store locations involved in the
transaction.  In addition, Crowley will interview
Winkelman's employees presently working at its Livonia
offices for potential employment opportunities at Crowley.

In fiscal year 1996 Crowley's posted a net income of $1.8
million on sales of $153 million a 44 percent increase from

PHOENIX INFORMATION: Wants to Retain Fisher & Sauls
The debtors, Phoenix Information Systems Corp., Phoenix
Systems Ltd. and Phoenix Systems Group, Inc. seek entry of
an order authorizing the employment and retention of Fisher
& Sauls PA as special counsel for the debtors.  The firm
will render advice to the debtors regarding ongoing contract
negotiations and drafting, litigation matters in the state
and federal courts in Florida, Florida corporate matters,
and such other matters as are requested by the debtors.  The
firm has a prepetition claim in the amount of $17,688.55,
and the fees for the attorney range from $170 per hour to
$200 per hour.

PHOENIX INFORMATION: Proposes Bar Date of January 14,1998
Phoenix Information Systems Corp., Phoenix systems Group,
Inc. and Phoenix Systems, Ltd., debtors, seek entry of an
order fixing January 14, 1998 as the deadline for all pre-
petition creditors of the debtors to file proofs of claim.  
The debtors have proposed to sell substantially all of their
assets to S-C Phoenix Partners.  A hearing as to approval of
the agreement for the sale has been scheduled for January
14, 1998.  A condition precedent to the sale is the claims
cannot exceed $2.25 million.    The debtors seek the Bar
Date in order to consummate the sale pursuant to the
requirements of the agreement.

Q-ENTERTAINMENT: Committee Taps Attorneys and Accountants
The Official Committee of Unsecured Creditors of Q-
Entertainment, Inc. et al., debtors, seeks court
authorization to employ and retain Litzler, Segner, Shaw,
McKenney & Dohmeyer LLP as accountants and financial

The Committee seeks to employ and retain Haynes and Boone,
LLP as local counsel for Official Committee of Unsecured

The Committee seeks to employ and retain Klehr, Harrrison,
Harvey, Branzburg & Ellers as counsel for the Committee, to
(among other things) provide legal advice with respect to
the Committees' powers and duties, to prepare legal papers,
motions and applications, to appear in court on behalf of
the Committee and to perform other legal services necessary
and proper during the course of this case.

SA TELECOMMUNCATIONS: MCI Demands Adequate Assurance
MCI Telecommunications Corporation requested a court order
declaring that MCI may alter, refuse or discontinue service
to the debtors and provide adequate assurance to MCI or
alternatively for the debtors to provide adequate protection
to MCI.

As of the petition date, the debtor owed MCI $976,048.80 in
overdue charges for telecommunications services provided by
MCI to the debtor.  Since the petition date the debtors have
incurred postpetition charges in excess of $90,000. and such
charges are increasing daily.  MCI has received only one
payment of $41,000.  According to MCI, the debtors' own cash
flow projections indicate that the debtors' operations
result in losses of hundreds of thousands of dollars per
month.  MCI states that it is suffering harm of
extraordinarily high daily losses of income, which it is
forced to incur in providing telecommunication services to
the debtor.

WESTERN PACIFIC: Files Plan of Reorganization
Western Pacific Airlines announced on Wednesday that it
filed a Plan of Reorganization with the United States
Bankruptcy Court for the District of Colorado in Denver.  
The Plan calls for Western Pacific's unsecured creditors to
receive in excess of $8 million, including $2 million in
cash to be paid upon Plan confirmation expected in
March, 1998, a note for an additional $3 million in cash
payable over one year following confirmation of the Plan and
$3 million in travel vouchers to be issued upon

The $3 million note will carry a 10 percent interest rate.  
The travel vouchers are freely transferable, will be issued
in increments of $25 to $50 and may be applied as payment
for up to 50 percent of any fare for a Western Pacific
flight.  The Plan also allows Western Pacific to settle with
major vendors and thereby reduce the amount of the $3
million note to $2 million.  Certain claims due Western
Pacific will also be assigned to unsecured creditors to
provide potential additional recovery.  

While negotiations with the official Creditor's Committee
have been ongoing and very constructive, the Plan was filed
prior to the conclusion of these discussions in order to
maintain the positive momentum of the reorganization and to
fulfill a condition of the $30 million portion of funding
from Smith Management Company.  "Although the Plan is being
filed before a formal agreement has been reached with the
Creditor's Committee, we believe we are very close to an
agreement and constructive discussions continue," said
Western Pacific President and Chief Executive Officer Robert
A. Peiser.  

"Today's announcement is one more in a series of events that
will lead to Western Pacific's formal reorganization and
emergence from Chapter 11 as a well-capitalized airline with
a solid business strategy, young all-jet fleet, strong
management and a productive and enthusiastic workforce."
Smith Management Company is providing debtor in possession
financing and will provide the necessary funds needed to
complete Western Pacific's Plan of Reorganization.  

Peiser continued, "This Plan returns cash to Western
Pacific's creditors and provides solid evidence of Smith's
belief in Western Pacific's ability to generate cash going
forward."  The filing of the Plan commences a process of
review that starts with the Office of the U.S. Trustee and
ultimately leads to a vote on the Plan by Western Pacific's
creditors.  Western Pacific hopes to emerge from Chapter 11
sometime in March 1998.

WESTERN PACIFIC: Investor Provides $20 Million More
The Denver Post reported on December 20, 1997 that it was an
early Christmas for Western Pacific Airlines and Mountain
Air Express in federal bankruptcy court on Friday.
WestPac said that Smith Management Co., the airline's
"debtor-in-possession" lender, has made an additional $20
million available as a credit line and that WestPac has
drawn about $1.5 million from that to meet cash obligations
of the company.

WestPac President Robert Peiser said the airline would use a
portion of the $1.5 million to complete major maintenance
work on some of its planes and return them to service.
U.S. Bankruptcy Court Judge Sidney Brooks also approved
$700,000 in debtor-in-possession financing from a separate
investor in Mountain Air Express. MAX, as the commuter
carrier is called, already has received $1.1 million from
the Phoenix-based investor that goes by the name MAX
Acquisition Co.

On Dec. 4, Smith Management made an initial $10-million loan
to WestPac. For its pledged investment, which now totals $30
million, Smith aims to take control of the airline. The New
York investment firm has talked about contributing an
additional $10 million to $20 million to WestPac to bring
the carrier out of Chapter 11 some time in first-quarter
1998. Any concerns that Smith Management would not "provide
ongoing, adequate funding (for WestPac) should be alleviated
by today's announcement," Peiser said on Friday.

Representatives of the airline's unsecured creditors
committee said they were close to a deal with WestPac and
Smith on the reorganization plan. Key creditors are expected
to get cash and equity in the newly reorganized airline for
at least some of the $25 million or more in claims they hold
against it.  In the MAX case, Brooks also ruled that the
commuter carrier can draw another $500,000 from MAX
Acquisition to meet lease obligations should that additional
financing be necessary. The commuter airline filed a plan of
reorganization with the court earlier this week.

It calls for MAX Acquisition to take control of the airline.
MAX still has a dispute with Dornier Aviation over the
airline's use of four Dornier turboprop planes. But MAX and
Dornier did come to a tentative agreement this week on the
use by MAX of a fifth plane, said Dornier attorney Susan

DLS CAPITAL: Bond Pricing for Week of December 22, 1997
The following are prices for selected issues:

Alliance Entertainment 11 1/4 '05      5 - 6 (f)
Amer Telecasting 0/14 1/2 '04          25 - 29
APS 11 7/8 '06                         52 - 54
Bradlees 11 '02                         5 - 6 (f)
Brunos 10 1/2 '05                      35 - 36
CAI Wireless 12 1/4 '02                27 - 29
Cityscape 12 3/4 '04                   44 - 46
Echo Bay 11 '27                        80 - 84
Flagstar 11 1/4 '04                    38 - 40 (f)
Harrah's Jazz 14 1/4 '01               28 - 30 (f)
Hechinger 9.45 '12                     73 - 75
Hill's 12 1/2 '03                      80 - 81
Grand Union 12 '04                     52 - 53
Levitz 9 5/8 '03                       34 - 36
Liggett 11 1/2 '99                     66 - 69
Marvel 0 '98                            3 - 4
Mobilemedia 9 3/8 '07                   8 - 11 (f)
Mosler 11 '03                          76 - 78
Royal Oak 11 '06                       71 - 75
Speedy Muffler 10 7/8 '06              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

There was very little price movement this week in very light
pre-holiday trading.  


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   
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co-published by Bankruptcy Creditors' Service,   
Inc., Princeton, NJ, and Beard Group, Inc.,   
Washington DC.  Debra Brennan and   
Rebecca A. Porter, Editors.   
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