TCR_Public/980102.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, January 2, 1998, Vol. 2, No. 1

5 COUNTY: Files for Chapter 11 Protection
AFP, INC.: Settlement of Hilco & Wal-Mart Litigation
AL TECH: Files For Chapter 11 Protection
AVOCA NATURAL: Extension of Lease Decision Period to Mar. 31
BONNEVILLE PACIFIC: Proposal to Pay Post-Petition Interest

BRADLEES: Objections to Committee's Application Under Seal
BRADLEES, INC.: North Attleboro Sale to Yield $8.4 Million
CLASSIC FIRE: S&P Downgrade Following Regulatory Action
CM HOLDINGS: Battle Brews with Internal Revenue Service
COMMONWEALTH SNACK: Trustee Auctioning Production Equipment

CONTINENTAL AIRLINES: Settlement of Memorex Telex Claims
DOEHLER-JARVIS: Amendment to DIP Facility
DOEHLER-JARVIS: Toledo Assigning Equipment Lease to Ford
DONGSHU SECURITIES: Korean SEC Approves One-Month Shut-Down
EDISON BROTHERS: CFO David Cooper Leaving in January

ELDER-BEERMAN: Company Emerges from Chapter 11
FARM FRESH: On the Road to a Delaware Prepack
GRANT GEOPHYSICAL: Elliott & Westgate Register Shares
GUY F. ATKINSON: Second Extension of Exclusive Periods
GUY F. ATKINSON: Salomon Brothers' Market Efforts Update

HARRAH'S JAZZ: Merrill Lynch Stays on Bondholder Committee
HIUKA AMERICA: Judge Declines to Retain Oversight of Case
IN-FLIGHT PHONE: Exclusive Period Extended to June 17, 1998
INTERSCIENCE COMPUTER: Completes Sale of Assets to Anacomp
JOHNS MANVILLE: Manville Trust Sues Seven Tobacco Companies

MERCHANTS FAST: Settlement Reached on Menard Leases
MORTGAGE AND REALTY: Request for Final Decree
MUSICLAND: Repays February Balances Owed to Major Vendors
NEW SEABURY: Debtor's Plan of Reorganization Proposed
NOXSO CORPORATION: Tennessee Facility Sold for $11 Million

OMEGA ENVIRONMENTAL: September & October Operating Results
ORANGE COUNTY: Litigation Fund 1997 Audit Results
PRINS RECYCLING: Authur Andersen Engagement Continued
REEVES INDUSTRIES: Oaktree & Goldman Disclose Claims Held
SEATTLE LIGHTING: Settlement with Foothill, GE & Committee

TECKSON FABRICS: U.S. Trustee Appoints Creditors' Committee
TECKSON FABRICS: Court Approves Use of Cash Collateral
THAILAND AIR FORCE: Insufficient Cash to Pay for Jets
TRINITY GAS: Files for Chapter 11 Protection
WICHITA RIVER: November Operating Results


5 COUNTY: Files for Chapter 11 Protection
5 County of Texas LTD-A Texas Limited Partnership d/b/a Good
Eats d/b/a Good Eats Cafe, 13413 Saddle Buck Pass 78736
filed for chapter 11 protection in the U.S. Bankruptcy Court
in Austin, Texas.  The Company estimates its assets and
liabilities in the range of $1 and $9 million.  Sarah B.
Foster, Esq., is counsel to the Debtor.

AFP, INC.: Settlement of Hilco & Wal-Mart Litigation
Douglas R. Johnson, the Trustee appointed to oversee the
liquidation of AFP, Inc., and AFP Color Lab, Inc., pending
before the U.S. Bankruptcy Court for the Eastern District of
Tennessee at Chattanooga, asserted claims against:

     (a) Hilco Trading Company, Inc., for $1.7 million and

     (b) Wal-Mart Stores, Inc., for $118,000

in connection with the cessation of AFP's photo processing
operations at various Wal-Mart locations and transfer of the
operations to Portraits International, Inc., and James E.

Hilco filed a Third-Party Complaint against PII and Kraxner;
Hilco filed proofs of claims for $300,000 against the
Debtors' estate; and the Trustee objected to each of Hilco's

After lengthy negotiations among the parties, they have
agreed to settle all pending litigation on the following

     (1) Hilco will pay $70,000 to the Trustee;

     (2) the Trustee will pay $4,000 to Wal-Mart;

     (3) each of the five litigating parties will exchange
         mutual releases;

     (4) each Plaintiff will dismiss its adversary
         proceedings with prejudice and will refrain from
         initiating any new adversary proceeding; and

     (5) the Trustee will indemnify Hilco for any other
         claims against it.

The parties ask the Bankruptcy Court for its approval of
this settlement at a hearing scheduled for January 15, 1998.

AL TECH: Files For Chapter 11 Protection
AL Tech Specialty Steel Corp. filed for protection under
chapter 11 Wednesday in Albany, New York.  Headquartered in
the western New York town of Dunkirk, the steel maker has
600 employees at its manufacturing facilities there and 250
in the Albany suburb of Watervliet.  AL Tech reportedly
generates annual sales of $100 million.

AL Tech's announcement came nine months after its parent,
Sammi Steel Co. -- the flagship company of Korea's 26th
largest conglomerate, Sammi Group -- filed for bankruptcy in
South Korea.  

Contemporaneous with the filing of its chapter 11 petition,
AL Tech commenced an adversary proceeding asked the court to
issue an injunction prohibiting Sammi and a Canadian
affiliate from interfering with the company's operation.  AL
Tech outlined for the bankruptcy court that it intends to
propose a plan of reorganization that will break its tie to

AL Tech COO Jin Park said the chapter 11 filing should not
be surprising in light of the Sammi Steel bankruptcy, and
state of the South Korean economy.  Sammi collapsed under
$2.1 billion in debt from loans used to finance rapid
expansion in the face of a sluggish international steel
market and steep drop in prices.  "As a result, AL Tech was
left with no financial assistance or expectation of future
capital from its parent company," Park told the Associated
Press in an interview.

AVOCA NATURAL: Extension of Lease Decision Period to Mar. 31
Avoca Natural Gas Storage asks the Honorable Sue L. Robinson
in Delaware to extend the deadline by which it must decide
whether to assume or reject unexpired leases of non-
residential real property to March 31, 1998.  

The Debtor reminds the Court that it has set a hearing on
February 20, 1998, to consider matters related to the
Company's environmental remediation issues and whether the
automatic stay should be terminated.  The determination of
those issues, the Debtor notes, may be dispositive of the
entire case.

BONNEVILLE PACIFIC: Proposal to Pay Post-Petition Interest
Roger G. Segal, as the Chapter 11 Bankruptcy Trustee for
Bonneville Pacific Corporation (BPCO), announced Wednesday
that he has reached conditional settlements with the holders
of certain senior claims with respect to the calculation and
payment of post-petition interest and with holders of
certain subordinated claims and equity interests who will
not oppose a Chapter 11 plan to be filed in the future by
the Trustee.  The settlements and some of the general terms
of a Chapter 11 plan to be proposed in the future by the
Trustee are detailed in an eight-page letter agreement, a
copy of which is on file with the United States Bankruptcy
Court for the District of Utah and can also be obtained by
contacting the Trustee at 801-532-2666.  The Trustee
cautions that the letter agreement must be read in its
entirety for all the provisions of the conditional

The Trustee's conditional agreement with certain senior
creditors provides, among other things, as follows:  

     * Generally, holders of Senior Claims (bank, debenture
       and trade claims) would receive in full satisfaction
       of their approximately $100 million of senior
       unsecured debt, approximately $145.25 million as of
       December 5, 1997, plus interest after that date.  

     * Specifically, the banks would receive post-petition
       interest on their allowed claims of approximately
       $31.5 million at an effective rate of 8.03% through
       December 5, 1997, and at 8.1% thereafter;

     * the debentures would receive post-petition interest
       on their allowed claim of approximately $64.75
       million at a rate of 7.32%; and

     * allowed general unsecured trade claims of  
       approximately $3.75 million would receive post-
       petition interest at 5.5%.  

     * No interest would be compounded.  

     * All payments to the Senior Claims would be in cash at
       the distribution date of a confirmed plan of

     * at the Trustee's discretion, certain senior creditors
       have agreed that up to $3.25 million of the payment
       on the Senior Claims can be in the form of a one-year
       10% unsecured note payable to those certain senior

     * one of the senior creditors would also receive an
       additional $400,000.00 for partial reimbursement of
       its post-petition attorneys' fee expense provided for
       under its loan documents.

The Trustee's conditional agreement with certain holders of
subordinated claims and existing equity interests provides,
among other things, that the Trustee will file a proposed
Chapter 11 plan which will propose to pay the Pre-petition
section 510(b) Selling Debenture Claims, the Post-petition
section 510(b) Selling Debenture Claims, the Deeply
Subordinated Claims and Limited Partner Claims in New Common
Stock of the reorganized debtor.  Part of the New Common
Stock would be distributed as follows:

    (a)  For Pre-petition section 510(b) Selling Debenture
         Claims, 100% of the allowed (compromised and
         without post-petition interest) claim in New Common

    (b)  For Post-petition section 510(b) Selling Debenture
         Claims, 70% of the allowed (compromised and without
         post-petition interest) claim in New Common Stock;

    (c)  For Deeply Subordinated Claims, 10% of the allowed
         claim (without post-petition interest) in New
         Common Stock; and

    (d)  For Limited Partner Claims, 25% of the allowed
         claim (compromised and without post-petition
         interest) in New Common Stock.

After distribution of the New Common Stock as set forth
above, the remaining New Common Stock will be divided:

     50% to section 510(b) Equity Claims (which would also
         include the Cigna Claim, which will be separately
         classified and treated as an allowed section 510(b)
         Equity Claim plus ten percent) and

     50% to then existing shareholders.  

The Trustee's proposed Chapter 11 plan will not be prepared
and filed with the Bankruptcy Court for at least 30 days;
the proposed plan will set forth in detail all the numerous
terms and conditions relating to payment of claims in the
Debtor's Chapter 11 case.

The Trustee further cautioned that these settlements are
conditioned upon approval by the Bankruptcy Court in the
context of a Chapter 11 plan confirmation process; such
process includes the approval by the Bankruptcy Court of a
disclosure statement; until a disclosure statement has been
approved by the Bankruptcy Court, no party-in-interest may
solicit the acceptance or rejection of any plan.  If the
Bankruptcy Court does not confirm the proposed Chapter 11
plan to be submitted by the Trustee, then the settlements
and the letter agreement will be void.  Any Chapter 11 plan
must first be approved (and confirmed) by the Bankruptcy
Court after full notice and hearing (with an opportunity for
any party-in-interest to object) before any plan can become

BRADLEES: Objections to Committee's Application Under Seal
As previously reported, the Official Committee of Unsecured
Creditors of Bradlees Stores, Inc., filed a Confidential
Application with the Court under seal.  The Committee
explained that, if the information in the Confidential
Application or the nature of the Confidential Application
were disclosed, it would have a significant adverse affect
upon the Company and its business operations and would
impact the markets for the buying and selling of claims,
thereby adversely affecting plan negotiations.  

Under seal earlier this week, the Unofficial Committee of
Trade Claim Holders, comprised of Stonington Management
Corporation and Anvil Investment Partners, filed a document
with the Court on December 30, 1997, captioned:

      Objection of Unofficial Committee of Trade
      Claim Holders to the Official Committee's
      Application for an Order to Retain Peter J.
      Solomon Company Limited as Investment Banker
      for the Official Committee.

Gabriel Capital, L.P., without disclosing the subject matter
to which its pleading relates, also filed an objection under
seal Creditors' Committee's Confidential Application.

BRADLEES, INC.: North Attleboro Sale to Yield $8.4 Million
Judge Lifland approved bidding procedures relating to
Bradlees' sale of its North Attleboro Property in
Massachusetts.  The Bidding Procedures permit higher and
better offers to be put before the Court at a hearing
scheduled for January 7, 1998 in Manhattan.  Currently, the
Debtors are in receipt of an $8.4 million cash bid put on
the table by Beckenstein Enterprises - No. Attleboro L.L.C.,
which, the Debtors believe, is the highest and best offer
for the Property.  

CLASSIC FIRE: S&P Downgrade Following Regulatory Action
Standard & Poor's announced that it revised its quantitative
claims-paying ability rating on Classic Fire & Marine
Insurance Co. to 'R' (Regulatory Action) from 'Bq'
(Vulnerable), following the placement of the company into
rehabilitation by Indiana insurance regulators.

According to the rehabilitation petition filed by Indiana
regulators in Marion Country Circuit Court on Dec. 10, the
company's reported capital as of Sept. 30 "may be
overstated" by a sufficient degree to place the company
below "mandatory control level" under risk-based capital
guidelines.  The insurance department also expressed
concerns about the "competence and continuity" of Classic's

Classic is the principal insurer unit of Concord General
Corp., a holding company controlled by Californian Jeffrey
W. Beresford-Wood.  Earlier this year, Florida regulators
placed another insurer affiliate, United Southern Assurance
Co., into liquidation.  Classic Fire & Marine is the
successor organization to two defunct syndicates of the
Illinois Insurance Exchange: Classic Syndicate, Inc. and
Geneva Assurance Syndicate, Inc.  The latter was placed into
liquidation by Illinois regulators in 1996.  At its height
in 1995, Classic Fire & Marine's assets swelled to $168
million and its net premiums were $68 million, Standard &
Poor's said.   

CM HOLDINGS: Battle Brews with Internal Revenue Service
Camelot Music, Inc., and its debtor affiliates are battling
over $7.8 million in claims filed by the Internal Revenue
Service in CM Holding's cases.  The IRS is CM's single
largest alleged holder of an unsecured priority claims.  The
IRS bases its claims on the disallowance of Camelot's
interest deductions for Premium Loans under Sections 163 and
264 of the Tax Code.  

The Debtors commenced their chapter 11 cases in Delaware on
August 9, 1996.  The IRS presented the Debtors with a Notice
of Proposed Adjustment on December 12, 1996.  On January 10,
1997, the IRS filed its Proofs of Claim.  The Debtors
objected to those proofs of claim on October 15, 1997,
serving a copy on the U.S. Attorney who filed a Notice of
Appearance on the Government's behalf.  The IRS did not
reply to the Debtors' objection by a November 24 deadline.  
Rather, the IRS filed an Amended Proof of Claim on October
27, 1997 for $8.8 million, and then filed a Motion to
Withdraw the Reference and a Stay of Proceedings on November
21, 1997, raising procedural defects concerning the Debtors'
objection to the IRS' claims.

The Debtors oppose the request for a Withdrawal of the
Reference.  The issues presented by the IRS' claims are
straightforward and have been decided against the IRS in
previous cases.  The Debtors ask Judge Walsh in the
Bankruptcy Court to consider their objection to the IRS'
claims at a hearing scheduled for January 6, 1998, to decide
the issue on the papers before him, and to reject the IRS'
eleventh-hour suggestion to move the matter to the District

COMMONWEALTH SNACK: Trustee Auctioning Production Equipment
David J. Ferrari, the Trustee appointed to oversee the
liquidation of the estates of Commonwealth Snack Company,
Inc., State Line Snack Corporation, and Boyd Acquisition
Company, Inc., whose chapter 7 cases pend before the
Bankruptcy Court in Boston, asks Judge Hillman to approve
his plan employ a local auction firm to sell, at public
auction on January 27, 1998, a half-ton popcorn popper, a
conveyorized chip fryer, packaging line equipment, and other
warehouse equipment.  

CONTINENTAL AIRLINES: Settlement of Memorex Telex Claims
Continental Airlines, Inc., its debtor affiliates, Memorex
Telex Corporation and Memorex's secured lenders have entered
into a settlement, subject to bankruptcy court approval by
Judge Balick, that will resolve all of Memorex Telex's
claims against Continental in exchange for:

       $40,810 in Cash paid by Continental;
    $2,604,000 General Unsecured Claim against Continental;
      $189,028 General Unsecured Claim against Chelsea; and
      $988,221 General Unsecured Claim against System One;
all of which are to be allowed and paid pursuant to
Continental's Revised Second Amended Joint Plan of
Reorganization, as modified.  

Continental will seek Judge Balick's approval of this
compromise and settlement on January 7, 1998.

DOEHLER-JARVIS: Amendment to DIP Facility
Harvard Industries, Inc., reported in its Form 10-K filed
December 29, 1997, that its $175 million DIP Financing
Agreement contained a covenant requiring a fixed charge
coverage ratio requiring the companies from and after
October 1, 1997 to maintain a ratio of EBITDA to Fixed
Charges from and after October 1, 1997, of 1:1 for the
period from the beginning of the fiscal year to the end
of the most recently completed calendar month in such fiscal
year for which financial statements are available.  The DIP
Financing Agreement also contained a covenant requiring the
maintenance of a minimum amount of EBITDA and restrictions
on the amounts expended for capital expenditures.

The Company failed to meet the fixed charge ratio financial
covenant during the months of October and November 1997, but
obtained a waiver of such default from its lenders.  

The Company and the lenders have amended the DIP Financing
Agreement to provide that the Companies shall maintain
Cumulative EBITDA of not less than:

    (a)  $(7,500,000) for the  3 months ended 12/31/1997;
    (b) $(10,000,000) for the  4 months ended 01/31/1998;
    (c) $(10,000,000) for the  5 months ended 02/28/1998;
    (d)  $(7,500,000) for the  6 months ended 03/31/1998;
    (e)  $(5,000,000) for the  7 months ended 04/30/1998;
    (f)  $(2,500,000) for the  8 months ended 05/31/1998;
    (g)           $0  for the  9 months ended 06/30/1998;
    (h)  $(1,000,000) for the 10 months ended 07/31/1998;
    (i)   $1,000,000  for the 11 months ended 08/31/1998;
    (j)   $4,000,000  for the 12 months ended 09/30/1998.

and shall maintain during each month set forth below a
consolidated Tangible Net Worth of not less than the minimum
amount set forth below for such month:

    (a)  $(48,822,000) for the month ended 12/31/1997;
    (b)  $(56,289,000) for the month ended 01/31/1998;
    (c)  $(33,417,000) for the month ended 02/28/1998;
    (d)  $(34,769,000) for the month ended 03/31/1998;
    (e)  $(34,592,000) for the month ended 04/30/1998;
    (f)  $(37,751,000) for the month ended 05/31/1998;
    (g)  $(38,861,000) for the month ended 06/30/1998;
    (h)  $(45,898,000) for the month ended 07/31/1998;
    (i)  $(47,179,000) for the month ended 08/31/1998;
    (j)  $(45,405,000) for the month ended 09/30/1998.

Further, the Companies shall not make payments in respect of
Capital Expenditures excluding payments on Capital Lease
Obligations in existence on the Petition Date in excess of
$30,000,000 in the aggregate for all Companies during the
fiscal year ending September 30, 1998, without the prior
written consent of the Agent (acting on the instructions of
the Required Lenders).

The Debtors paid a $250,000 fee in consideration of the
waiver and amendment.

The CIT Group/Business Credit, Inc., serves as the Agent
under the DIP Facility, for itself, Congress Financial
Corporation, General Electric Capital Corporation, Heller
Financial, Inc., Finova Capital Corporation, Foothill
Capital Corporation, and BankBoston, N.A., as Lenders.

DOEHLER-JARVIS: Toledo Assigning Equipment Lease to Ford
Doehler-Jarvis, Inc., Harvard Industries, Inc., and their
debtor affiliates ask the Delaware Bankruptcy Court for
permission to assume and assign a 1993 equipment lease for
die cast machines manufactured by Prince Machine Corporation
with Mellon Bank to Ford Motor Company.  

The Debtors remind the Court that their attempts to sell
Doehler-Jarvis were not successful, so they have been
negotiating a Wind-Up Plan with their Customers (including
Ford), CIT Group/Business Credit Inc. (their DIP Lender) and
their Creditors' Committee.  The Debtors anticipate filing a
Motion in short order or implement the Wind-Up Plan.

The Debtors relates that the Leased Equipment cost $21
million in 1993.  Today, the Debtors owe Mellon $17 million
under the Lease.  Ford has agreed to pay the Debtors
$700,000 in exchange for the assumption and assignment of
the Equipment Lease.  The Debtors believe that the Lease has
no greater value, and would reject it if Ford were not
making its offer.

DONGSHU SECURITIES: Korean SEC Approves One-Month Shut-Down
Dongsuh Securities Co., South Korea's fourth largest
brokerage house, suspended its operation for a one-month
period, after receiving approval from the Korean Securities
Exchange Commission, according to a report published in this
week's edition of The Korea Economic Weekly.  Along with
this move, TKEW reports, the company filed for court
receivership at the Seoul district court.

Dongsuh reportedly decided upon its suspension as customers
rushed to withdraw about 50- 70 billion won a day since its
parent company, Kukdong Construction Co. announced that it
would sell off its subsidiaries, including Dongsuh.  The SEC
prohibited Dongsuh from engaging in major businesses, such
as brokering, trading and underwritings.

Industry watchers told TKEW they forecast that with the
successive suspension of Coryo and Dongsuh, the securities
industry will inevitably experience full-fledged

EDISON BROTHERS: CFO David Cooper Leaving in January
Edison Brothers Stores Inc. (Nasdaq: EDBR) today announced
that Chief Financial Officer David Cooper will be leaving
the company in January.  Cooper has served as Edison's CFO
since 1994, and helped steer the specialty apparel, footwear
and accessories retailer through its recent restructuring.

To assist with financial matters during a transition period,
the company has retained David Schwartz, a former partner
with Arthur Andersen & Co., to work with management.

"David Cooper was a leader in many of the important changes
we have made before, during and after our Chapter 11
process," said Alan Miller, Edison's chairman and chief
executive officer.  "However, it is appropriate and common
that the new owners and directors of a company that has
emerged from Chapter 11 would want to work with their own
senior management team."

ELDER-BEERMAN: Company Emerges from Chapter 11
The Elder-Beerman Stores Corp. announced that the company
consummated its plan of reorganization and emerged from
Chapter 11 on December 30, 1997.  Elder-Beerman's emergence
from Chapter 11 follows the U.S. Bankruptcy Court's
confirmation of the company's third amended plan of
reorganization on December 15, 1997.

Shares of Elder-Beerman will trade on the Nasdaq National
Market under the symbol EBSC.  Shares will begin trading
once Elder-Beerman receives approval of its Form 10
registration document from the Securities and Exchange
Commission.  Elder-Beerman said its plan calls for
distribution of 12,279,611 shares in the new, publicly-
traded Elder-Beerman and $79.7 million in cash to satisfy
creditors claims.  Distribution is expected to occur in

"We are pleased to begin a new chapter in the history of
Elder-Beerman," said Frederick J. Mershad, Chairman and
Chief Executive Officer of Elder-Beerman.  "With Chapter 11
behind us, we are now stronger than ever and look forward to
devoting our full attention to running a successful retail

The company also said it has obtained agreements providing
up to $250 million in new financing facilities through a
bank lending group led by Citibank, N.A. and Citicorp
Securities, Inc.  Elder-Beerman said the Citibank, N.A. and
Citicorp Securities, Inc. credit facilities provide for
financing for three years, and are effective immediately.      
The secured credit facilities will be used to pay off the
company's existing debtor-in-possession financing, certain
prepetition claims and certain administrative claims.  
Subsequently, the facilities will be used to fund seasonal
inventory requirements and general corporate needs.

John A. Muskovich, President, Chief Operating Officer and
Chief Financial Officer, said, "The company has emerged from
Chapter 11 with a renewed commitment to its successful
business strategy.  This financing ensures that the company
has ample liquidity and provides Elder-Beerman with
favorable terms and increased flexibility.  It is a strong
vote of confidence from our bank lenders."

The Elder-Beerman Stores Corp. is a regional department
store company headquartered in Dayton, Ohio.  Annual sales
in fiscal 1996 were $569.6 million. Elder-Beerman operates
48 department stores in Ohio, Indiana, Illinois, Michigan,
Wisconsin, Kentucky and West Virginia.  The company's Bee-
Gee shoe division operates 61 El-Bee and Shoebilee! shoe
stores in seven states.  Elder-Beerman also operates two
furniture superstores.

FARM FRESH: On the Road to a Delaware Prepack
Completing its pre-petition solicitation of votes, Farm
Fresh Inc. and its parent company moved closer to commencing
their prepack chapter 11 case in Delaware designed to shed
$156 million of debt and sell their assets to Richfood
Holdings Inc.

Richfood agreed in September to buy Farm Fresh for about:

     (a) $220 million cash,

     (b) $30 million of assumed leases and

     (c) 1.5 million warrants, or rights, to buy a share of
         Richfood stock for $25 after five years.  

Those sale proceeds are anticipated to pay Farm Fresh
creditors an estimated 90 cents-on-the-dollar for what they
are owed, but creditors and shareholders of Farm Fresh's
parent, FF Holdings Corp., are projected to take nothing.

Farm Fresh undertook the pre-petition solicitation process
with the support of a majority of holders of $212.8 million
of 12.25% Senior Notes due 2000.  PPM America Special
Investments Fund, Moore Capital Management Inc. and Conseco
Capital Management reportedly hold $135 million of Senior
Notes and worked with Farm Fresh to propose the
restructuring plan.  Creditors holding Farm Fresh's Senior
Notes are slated to receive approximately $192 million under
the Plan.  Administrative claims, taxes and wage-related
claims, as well as a $26.7 million line of credit used to
cover day-to-day needs and roughly $300,000 of trade debt to
suppliers will be paid in full.  Others creditors are to be
repaid about 90 cents-on-the-dollar, including the holders
of $7.2 million in 7.5% Convertible Subordinated Debentures
due 2010 and about $5.7 million in non-supplier general
unsecured claims.

Holders FF Holding's debt and equity securities, including
$97.2 million of 14.25% Senior Notes due 2002 and $36.7
million of 14.25% Cumulative Preferred Stock, will take
nothing under the Plan.  

Farm Fresh has been highly leveraged since 1988, when it was
purchased by a unit of Citicorp in an LBO.  Citicorp's
venture capital unit owns the bulk of FF Holdings stock
through an investment partnership known as 399 Venture
Partners.  Current and former Farm Fresh executives and
directors also hold tiny stakes in FF Holdings.  Farm Fresh
Chairman Ronald Johnson and CFO Richard Coleman have
previous experience in Delaware prepack cases from the
restructuring of Kash n' Karry in 1994.

GRANT GEOPHYSICAL: Elliott & Westgate Register Shares
Elliott Associates, L.P. and Westgate International, L.P.
filed their Registration Statement with the Securities and
Exchange Commission detailing their offer to sell 3,459,414
shares of Common Stock, par value $.001 per share of Grant
Geophysical, Inc. in a subscription offering to Eligible
Subscribers (which include Eligible Class 5 Claim Holders,
Eligible Class 7 Interest Holders, and Eligible Class 8
Interest Holders, each as defined in the Second Amended Plan
of Reorganization of the Grant Geophysical's predecessor,
GGI Liquidating Corporation) at $5.00 per share.  Grant
Geophysical will not receive any proceeds from the sale of
Common Stock offered pursuant to the Elliott & Westgate
Subscription Offering.

GUY F. ATKINSON: Second Extension of Exclusive Periods
To permit the Court and the major creditor constituencies to
control the plan process, while avoiding a free fall into
the chaos of multiple completing plans of reorganization if
exclusivity were to terminate, Guy F. Atkinson Company and
its debtor affiliates proposes that the Court approve a
proposal where the Debtors will share their exclusive period
during which to file a plan of reorganization with their
major creditors through March 31, 1998.

If the Debtors can file a consensual plan by March 31, 1998,
then that plan will be prosecuted to confirmation.  If a
non-consensual plan is filed, or no plan is filed, then the
Banks, the Bonding Companies, or the Committee may file one
or more plans without further relief from the Court.  

Concomitant with an extension of its exclusive period to
file a plan of reorganization, the Debtors request an
extension of their exclusive period during which to solicit
acceptances of such plan through June 1, 1998.

GUY F. ATKINSON: Salomon Brothers' Market Efforts Update
In connection with the Company's request for an extension of
its exclusive periods, Guy F. Atkinson Company reminds the
Court that Salomon Brothers was brought in roughly four
months ago to market the company and solicit competing bids
for the Debtors' businesses.  

The Debtors relate that Salomon contacted 49 prospective
acquirers and investors, soliciting indications of interest
in a business combination or other form of investment.  
Positive responses were received from 34 parties, and nine
entities executed confidentiality agreements.  Six of those
nine visited the Debtors' premises in San Bruno, California,
met with senior management, and sent professionals to the
Debtors' "data room."  Two candidates emerged from that
process: Morrison Knudsen Corporation and The Clark
Construction Group, Inc.  The Committee rejected MK, and MK
withdrew from the bidding process.  Clark remains at the
table, and the Debtors intend to press forward on a plan
premised on Clark's participation.  In that regard, the
Debtors advise the Court that it can anticipate receiving
pleadings in the next week outlining procedures to protect
Clark in the confirmation process.

HARRAH'S JAZZ: Merrill Lynch Stays on Bondholder Committee
The Bankruptcy Court overseeing the on-going reorganization
of Harrah's Jazz Co. ruled that Merrill Lynch Asset
Management L.P. may continue to serve on the Official
Bondholders' Committee appointed in that case.  Dr. Seymour
Licht, a holder of 14-1/4% First Mortgage Notes issued by
Harrah's, alleged that Merrill Lynch possessed a
debilitating conflict of interest that precluded service on
the Bondholders' Committee.  That conflict was based on
Merrill's simultaneous control of $80 million of Notes and 4
million shares of common stock in Harrah's Entertainment,
Inc.  Merrill countered that the U.S. Trustee was advised of
Merrill's interests before the Committee was formed and that
applicable case law permits holders of more than one
security to sit on committees.  

HIUKA AMERICA: Judge Declines to Retain Oversight of Case
The Honorable Robert W. Alberts will transfer from the U.S.
Bankruptcy Court in Santa Ana to the Court in Riverside on
January 16, 1998.  Because he has overseen the
reorganization of Hiuka America Corporation from its
Petition Date, the Debtors asked Judge Alberts is he would
be willing to take the case with him from Santa Ana to
Riverside. In a letter to Debtors' counsel, Judge Alberts
declined the Debtors' invitation and advised that the cases
would be reassigned to The Honorable Merideth Jury.  

IN-FLIGHT PHONE: Exclusive Period Extended to June 17, 1998
The United States Bankruptcy Court for the District of
Delaware granted In-Flight Phone Corp. an extension of its
exclusive period during which to file a reorganization plan
through June 17, 1998 and a concomitant extension of its
exclusive period during which to solicit acceptances of such
plan through August 19, 1998.  In-Flight said that the
extension was necessary because filing a plan at this point
in time would be premature since there are no proceeds
available to distribute to creditors nor are there accurate
estimates available concerning recoveries from on-going

INTERSCIENCE COMPUTER: Completes Sale of Assets to Anacomp
Interscience Computer Corporation confirmed that it has sold
its Xerox laser printer maintenance business to Anacomp,
Inc. (an unrelated public company).  The assets sold were
maintenance contracts with 34 customers, certain accounts
receivable, inventory located at customer sites or with
field engineers, and diagnostic equipment used by field
engineers. Anacomp, Inc. paid $1,220,000.00 for the above
assets plus an earnout after one year based on their gross
receipts for 12 months post closing.  Anacomp also agreed to
assume the Company's obligations under the maintenance

Interscience said that the inventory and diagnostic
equipment were sold at approximately book value. The
contracts sold were basically one year contracts with either
party able to cancel with 30 days notice at any time.  
Interscience has previously determined that it could not
continue to profitably operate the Xerox service business
and actively sought a buyer.  The sale was approved by the
U.S. Bankruptcy Court on December 1, 1997, effective
November 1, 1997. The Xerox maintenance business represented
approximately 30% of Interscience's gross revenue for the
year ended September 30, 1997.

Interscience filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on March 5, 1997.  The Company
submitted a plan of reorganization and an accompanying
disclosure statement on December 2, 1997 to the bankruptcy
court.  The plan is subject to amendment prior to its
confirmation hearing.  A hearing on the adequacy of the
Company's disclosure statement is presently scheduled for
January 7, 1998.

JOHNS MANVILLE: Manville Trust Sues Seven Tobacco Companies
The Manville Personal Injury Settlement Trust announced
Wednesday that it filed a lawsuit against seven tobacco

     * American Tobacco Company,
     * R.J. Reynolds Tobacco Company,
     * B.A.T. Industries, PLC,
     * Brown & Williamson Tobacco Corporation,
     * Philip Morris Incorporated,
     * Liggett Group, Inc., and
     * Lorillard Tobacco Company.

The 21-page complaint requests that the tobacco companies
reimburse the Trust for all sums paid to Trust beneficiaries
whose asbestos disease was caused in whole or in part by the
smoking-related illness which the tobacco companies caused.
The amount in question runs into the billions of dollars.

Robert A. Falise, Chairman and Managing Trustee of the
Trust, stated that the lawsuit was filed to prevent the
proposed tobacco settlement legislation from cutting off the
rights of asbestos victims to sue tobacco companies. "The
Tobacco Settlement as proposed is unjust and unfair to our
Trust beneficiaries, the beneficiaries of the other asbestos
trusts, and claimants of all former asbestos manufacturers
who are or were smokers," Mr. Falise noted.

The complaint charges that the tobacco defendants conspired
to withhold information from the public concerning the
health dangers associated with smoking and that there is a
clear, scientifically established link between smoking and
the enhanced risk of lung disease in persons who are
occupationally exposed to asbestos.  An asbestos worker who
smoked is almost 100 times more likely to die of lung
cancer, the complaint charges, as compared to a five times
greater risk for the asbestos worker who did not smoke.  The
complaint states that smoking also has been found to
increase the severity of other lung diseases from which
asbestos workers suffer, including asbestosis.

The Trust's complaint further contends that the proposed
tobacco settlement would have the effect of eliminating
claims by the Trust against the tobacco companies   
demonstrating that the tobacco defendants are trying to
avoid their responsibilities to compensate asbestos victims
whose injuries and damages were caused by the defendants'

If the lawsuit is successful, the funds received by the
Trust will be used to pay victims.  As a result, all funds
recovered from the lawsuit will go directly to Trust
beneficiaries who currently receive only ten percent of what
they are owed.  To date, the Manville Trust, the largest of
the asbestos trusts, has paid approximately $1.7 billion to
its beneficiaries.  The Trust has approximately $2.5 billion
in assets, but it has liabilities anticipated to be $22.5
billion over time.  Thus, the Trust pays its beneficiaries
only ten percent of the liquidated value of their claims.

The Manville Trust was established in 1986 following the
bankruptcy of the Johns Manville Corporation.  Experts
testifying during the Manville bankruptcy hearings predicted
the Trust would receive between 83,000 and 100,000 claims
during its entire life.  However, during the past nine years
the Trust has received over 350,000 claims and expects to
receive an additional 350,000 claims.

MERCHANTS FAST: Settlement Reached on Menard Leases
Merchants Fast Motor Lines, Inc., asks Judge McGuire in
Dallas to approve a compromise and settlement it reached
with ABN Amro Bank, N.V., Societe Generale Southwest Agency,
The Travelers Insurance Company, Heller Financial, Inc.,
Wells Fargo Bank, N.A., and MDFC Equipment Leasing
Corporation concerning Menard, Inc.'s lease of 225 units of
Rolling Stock Tractors, Trailers and Trucking Equipment.  

MDFC leased the equipment to Menard.  Wells Fargo secured
the Debtors' lease obligations with a letter of credit.  
When Menard stopped paying, MDFC drew down the L/C,
collecting $912,288.  The Lenders and the Trustee assert
that the L/C draw was improper and the money should be

To resolve the dispute without further litigation, MDFC
agrees to return $600,000 to Wells Fargo, pay $50,000 to the
Trustee and keep the balance in exchange for all its claims
against the Debtors' estate.  

MORTGAGE AND REALTY: Request for Final Decree
Value Property Trust, the Reorganized Debtor formerly known
as Mortgage and Realty Trust, tells the Bankruptcy Court in
Los Angeles that, pursuant to the Plan of Reorganization
Proposed by Mortgage Realty and Trust dated July 12, 1995,
confirmed by the Court and declared effective on September
22, 1995, has been substantially consummated by:

    (1) the termination and cancellation of the Outstanding
        Securities, the Outstanding Note Indenture, the
        Outstanding Collateral Agreement, the Outstanding
        Pledge Agreement, the Prior Plan, the Outstanding
        Stock Rights and all of the Debtor's obligations
        under any of the foregoing;

    (2) execution of the New Note Indenture and New
        Collateral Documents and the issuance of the New
        Notes and the New Common Shares;

    (3) the revesting of all property of the Estate in the
        Reorganized Debtor free and clear of all claims,
        liens, encumbrances and other interests except as
        provided in the Plan; and

    (4) the Reorganized Debtor's delivery to the Disbursing
        Agent of all cash required to be distributed under
        the Plan.

The Reorganized Debtor further advises the Court that all
fees payable to the U.S. Trustee were paid in full on
December 19, 1997.

Accordingly, the Reorganized Debtor asks that the Court
enter a final decree and that its chapter 11 case be closed
pursuant to 11 U.S.C. Sec. 350(a) and Rule 3022 of the
Federal Rules of Bankruptcy Procedure.

MUSICLAND: Repays February Balances Owed to Major Vendors
Musicland said it has repaid all balances owed to its major
vendors for which payment had been delayed from February,
1997.  The Company still owes its major vendors for
September shipments of holiday selling season inventory,
which will be paid under a new agreement providing extended
terms.   Musicland further announced that it complied with
its obligation to reduce borrowing under its revolving
credit line by $20 million.

NEW SEABURY: Debtor's Plan of Reorganization Proposed
New Seabury Company Limited Partnership, the owner an
operator of a 2,000 acre planned community, begun in the
1960s, located on a peninsula bordered by Nantucket Sound,
has proposed a Plan of Reorganization dated December 24,
1997.  The Plan proposes to (i) reinstate all secured claims
to the extent of the value of the underlying collateral,
(ii) pay all unsecured claims in full to the extent funds
are available and (iii) distribute New Equity to Old
Shareholders contributing new value to the Reorganized
Debtor's estate.  The Debtor's chapter 11 case pends before
the U.S. Bankruptcy Court in Boston.

NOXSO CORPORATION: Tennessee Facility Sold for $11 Million
NOXSO Corporation (Nasdaq: NOXOQ) announced that it has sold
its liquid sulfur dioxide production facility located in
Charleston, Tennessee to an affiliate of Republic Financial
Corporation for $11 million.  The sale of the facility
represents a major step in NOXSO's efforts to reorganize
under Chapter 11 of the U.S. Bankruptcy Code.  

The facility, which does not utilize the NOXSO technology,
reached production rates required by the end user prior to
the sale.  The principal elements of NOXSO's plan to emerge
from bankruptcy have been the sale of the production
facility and organizing a project for the commercial
demonstration of the NOXSO process.

Approximately $9 million of the proceeds from the sale of
the facility have been used to retire claims of creditors of
NOXSO holding liens on the facility and to pay
administrative expenses.  NOXSO will use a portion of the
remaining proceeds from the sale to pay its on-going
operating expenses while it continues in its efforts to
emerge from bankruptcy.  Moving forward, the company's focus
will be on securing a host site and obtaining the funding
and approvals needed to build and operate a commercial
demonstration of NOXSO's proprietary technology.

OMEGA ENVIRONMENTAL: September & October Operating Results
For the month ending September 30, 1997, Omega
Environmental, Inc., reports a net loss of $97,893 on sales
of $1,360,487.  For the month ending October 31, 1997, Omega
reports a net loss of $401,467 on sales of $1,201,399.  

As of October 31, 1997, the Company reports borrowings under
its DIP Facility with BNY Financial Corporation were
$20,243,285 which exceeded the $17,000,000 borrowing limit
in the debtor-in-possession financing agreement by
$3,243,285.  Additionally, the Company's borrowings exceeded
the collateral formula by $11,410,000.  Omega says it is
fervently negotiating with BNFYC to extend the debtor-in-
possession financing agreement which expires by its own
terms December 31, 1997.

ORANGE COUNTY: Litigation Fund 1997 Audit Results
An audit of the Litigation Fund pursuing claims relating to
losses in the Orange County Investment Pool which
precipitated a chapter 9 filing by the County in December
1994, shows that Tom Hayes, appointed by the Court to manage
the Litigation Fun and direct lawsuits against more than a
dozen firms, paid professionals $10.7 million and owed them
an additional $3.9 million for 1997.  Two law firms,
Hennigan Mercer & Bennett and Sheppard Mullin Richter &
Hampton, accounted for about 90% of the billings, Hayes

In addition to attorney's fees, the litigation fund also
paid undisclosed expenses for Hayes, plus a $15,000-a-month
asset management fee to Hayes' firm, Metropolitan West
Securities Inc.  Hayes will get a fee of 1.5% of all
litigation verdicts or settlements after the first $200

The litigation account, funded with $50 million from a
county bond issue, was worth $48.2 million on June 30, 1997,
including interest earnings and settlements.  Hayes said the
fund still has about $43 million.

The first major payout to public agencies was made Tuesday.
Hayes distributed $29.2 million to schools as part of a $30
million deal Merrill Lynch struck with District Attorney
Michael Capizzi in June to settle civil charges.

Hayes said he still hopes to win a $45 million settlement
from the county's former bond attorneys, LeBoeuf Lamb Greene
& MacRae.  The North Orange County Community College
District has blocked that settlement, saying it deserves
more than the $6.7 million the county has offered to give
it.  The district has filed its own suit against LeBoeuf
Lamb, which is scheduled to go to trial in February months
before the county case could begin.

PRINS RECYCLING: Authur Andersen Engagement Continued
Judge Tuohey has approved the Official Joint Committee of
Unsecured Creditors of Prins Recycling Corp.'s retention of
Arthur Andersen LLP as its accountants for an additional
period of up to 75 person-days or 600 hours, effective
December 1, 1997.

REEVES INDUSTRIES: Oaktree & Goldman Disclose Claims Held
In a filing pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure, the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison, discloses that it represents Oaktree
Capital Management LLC and Goldman Sachs & Co. in the
chapter 11 reorganization commenced by Reeves Industries,
Inc.  Paul Weiss further discloses the amount of claims held
by Oaktree and Goldman:

     * Oaktree's prepetition claims against the Debtor
       generally include, without limitation, $76,780,000 of
       11% Senior Notes of the Debtor's, due 2001 and
       $7,853,000 of 13-1/4% Subordinated Debentures of the
       Debtor's, due 2001. The approximate amount of
       Oaktree's claim against the Debtor is $84,633,000.

     * Goldman's prepetition claims against the Debtor
       generally include, without limitation, $8,000,000 in
       11% Senior Notes of the Debtor's, due 2002 and
       $320,000 in 13-1/4% Subordinated Debentures of the
       Debtor's, due 2001. The approximate amount of
       Goldman's claim against the Debtor is $8,320,000.

SEATTLE LIGHTING: Settlement with Foothill, GE & Committee
To compromise and settle two 1996 Adversary Proceedings
commenced before the U.S. Bankruptcy Court in Seattle:

    (1) General Electric Company and GE Lighting v.
        Seattle Lighting Fixture Co. and Foothill Capital
        Corporation, Adv. Pro. No. A96-10325; and

    (2) Foothill Capital Corporation v. The Official    
        Committee of Unsecured Creditors of Seattle Lighting
        Fixture Co., Adv. Pro. No. A96-05048,

the parties ask the Honorable Karen A. Overstreet to approve
an agreement providing that:

    (a) Foothill agrees to waive all claims against the
        estate, including its $675,000 claim under Sec.
        364(c), in return for a waiver of all claims by the
        estate, Genlyte, and the Committee against Foothill;

    (b) Foothill agrees to pay $45,000 in cash to the

    (c) Genlyte agrees to settle its Sec. 507(b) claim for
        $125,000 cash and be allowed an unsecured claim for
        the remainder of its claim (approximately $1.2
        million), and

    (d) the administrative claimants will agree to be paid
        up to $75,000, with the remainder of their allowed
        claims to be paid from the preference recoveries or
        from any other available funds after payment of the  
        Genlyte Sec. 507(b) claim.  

The Debtor also asks Judge Overstreet to approve its
employment of the law firm of Bucknell Stehlik -- Foothill's
local counsel in this case -- to pursue preference claims on
behalf of the estate.

TECKSON FABRICS: U.S. Trustee Appoints Creditors' Committee
The United States Trustee has appointed the following
entities to serve on an Official Committee of Unsecured
Creditors in the chapter 11 case commenced in the Southern
District of New York by Teckson Fabrics, Inc:

     1.  Heller Financial, Inc.;
     2.  Republic Business Credit Corporation;
     3.  NBR Industries, Inc.; and
     4.  Milliken & Company.

TECKSON FABRICS: Court Approves Use of Cash Collateral
The Honorable Arthur J. Gonzalez, for the U.S. Bankruptcy
Court in Manhattan, has granted Teckson Fabrics, Inc.,
authority to continuing using $140,000,000 of cash
collateral in which Finova Capital Corp. and Nationsbanc
Commercial Corp. claim an interest and grant the Pre-
Petition Lenders adequate protection with respect to the use
by the Debtor of cash collateral securing the Debtor's
indebtedness to the Pre-petition Lenders.

The adequate protection provided to Finova and NationsBanc
will be in the form of a second lien and junior security
interest upon the same assets and collateral pledged by the
Debtor to Commodore Factors Corp., which will provide the
Debtor with Post-Petition Financing by factoring Post-
Petition Receivables.  Commodore's interests will be secured
by a first lien on all assets, subject only to valid,
existing, nonavoidable and perfected liens.

THAILAND AIR FORCE: Insufficient Cash to Pay for Jets
Thailand's cash-strapped air force cannot complete
payments on eight fighter jets ordered from McDonnell
Douglas, a Thai newspaper reported this week.  The air force
has paid $149 million of the $392 million bill for the F/A-
18 jets scheduled for delivery in 1999, and can either delay
payments at a cost or resell the planes, the Bangkok Post
quoted air force Commander in Chief Thananit Niamthan as
saying.  The air force's cash problems are part of the Thai
currency crisis which prompted a $17.2 billion bailout by
the International Monetary Fund.

TRINITY GAS: Files for Chapter 11 Protection
Bloomberg News reports that Trinity Gas Corporation filed
for protection under chapter 11 in San Angelo, Texas, on
December 23, 1997, on the heels of a December 8 suit filed
by the Securities and Exchange Commission alleging that the
Company and CEO Sidney Sers made fraudulent claims about
natural gas discoveries in Columbia.  Mr. Sers says that the
SEC's complaint is based on incomplete information supplied
by disgruntled former employees and an auditing firm.  Data
from two wells the Company has drilled near Cali, Columbia,
suggest a major find, Sers told Bloomberg.  Financial data
was not available with the Company's chapter 11 petition,
Bloomberg reported.

WICHITA RIVER: November Operating Results
For the month ending November 30, 1997, Wichita River Oil
Corporation posted a net loss of $14,611 on net revenue of


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