TCR_Public/980107.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, January 7, 1998, Vol. 2, No. 4

AUTO WORKS: Court Approves Committee's 2004 Examinations
AVATEX: Skipping January Preferred Stock Dividends
DOW CORNING: Judge Upholds Implant Decision
ERD WASTE: Order Authorizing Employment of Counsel

FLOWIND: January 16, 1998 Hearing to Borrow Money
FONE AMERICA: Files for Protection Under Chapter 11
GAYLORD: Committee Applies for Counsel
GENISCO TECHNOLOGY: Compromise of Controversy
GOLDRUSH-CASINO: Refinancing-Option to Purchase Agreement

GUY F. ATKINSON: Order Extending Exclusivity
HAYES MICROCOMPUTER: Off to New Start With Merger Complete
HOMEPLACE: To Reorganize Under Chapter 11
MARVEL: Hearing on Disclosure Statement

OMEGA ENVIRONMENTAL: Seeks to Extend Exclusivity
PARTY WORLD: Court Approves Asset Purchase
POCKET: Supplement to Emergency Motion for FCC Option
POCKET: To Reject Remaining Hawaiian Leases
Q-ENTERTAINMENT: Meeting of Creditors 1/15/98

REEVES INDUSTRIES: Deadline for Filing Proofs of Claim
RETEK: Plan of Reorganization and Keystone Acquisition
SUNSHINE REHAB: Court Denies Extension of Exclusivity
VCS SAMOA: Seeks Higher Compensation for Krampe
WELCOME HOME: Seeks Extension of Exclusivity
WESTERN PACIFIC: Bar Date for Filing Proofs of Claim


AUTO WORKS: Court Approves Committee's 2004 Examinations
Judge John C. Ninfo, II has entered an order in the  case
of Auto Works, Inc., debtor, authorizing the Official
unsecured Creditors' Committee to issue Notices of 2004
Examinations.  The document production shall continue as
previously directed by the court, and the debtor, Hahn, Eli
Futerman and Michael Futerman shall produce all appropriate
documents by December 10, 1997.  The examinations of the
debtor through without limitation Alber Van Erp and Eli
Futerman, Hahn through without limitation Eli Futerman and
Albert Van Erp, Eli Futerman and Michael Futerman shall
take place beginning on January 14, 1998.

AVATEX: Skipping January Preferred Stock Dividends      
Avatex Corporation (NYSE: AAV) announced that it has
determined  not  to  make  its  next quarterly  cash
dividend payments that are scheduled  for  January 1998 on
either the Company's $5.00 Cumulative Convertible Preferred
Stock or its $4.20 Cumulative Exchangeable Series  A  
Preferred Stock.   Avatex also announced that it has
determined not to redeem 88,000  shares of its $5.00
Cumulative Convertible Preferred  Stock in January 1998.

Judge Kathleen P. March entered an order in the case of
Craig Consumer Electronics, Inc., denying approval of the
Second Stipulation.  The debtor is authorized to borrow
additional funds from the Agent, LaSalle National Bank,
NationsBank of Texas, NA and Sanwa Business Credit
Corporation.  The debtor is authorized to borrow an amount
for expenses incurred during November 1997 not to exceed
$215,000.  The Lenders are granted a first in priority lien
and replacement lien on the assets of debtor arising or
existing after October 22, 1997, not to exceed $215,000.

DOW CORNING: Judge Upholds Implant Decision
A Louisiana judge has refused to reconsider her
decision to decertify a class-action breast implant lawsuit
against Dow Chemical and other defendants.  Dow spokesman
John Musser says company attorneys will ask this week to
have the cases of the eight named defendants dismissed on a

Judge Yada Magee dissolved the class-action portion of the
case in December saying the illnesses claimed to be
suffered by the 1,600 to 2, 000 plaintiffs were so diverse
that they did not have enough in common to be considered
eligible for class-action status under state law.
The second phase of the trial is slated to go forward later
this week, but that now looks doubtful. Musser says Dow
attorneys will ask Magee to dismiss the cases on the
grounds that they are filed in inappropriate venues.

Musser says the question of venue was moot until the class
was decertified.  The plaintiffs in the case have appealed
Magee's decision to the Louisiana Fourth Circuit Court of
Appeals.  When the trial began in New Orleans last summer,
it was the only class-action lawsuit involving breast
implants ever to come to trial.  All other pending implant
cases have since been centralized under the jurisdiction of
a federal judge in Michigan.

ERD WASTE: Order Authorizing Employment of Counsel
The court entered an order authorizing the employment and
retention of Karp and Sommersas as special litigation and
corporate counsel to the debtors, ERD Waste Corp., et al.

FLOWIND: January 16, 1998 Hearing to Borrow Money
A hearing will be held on January 16, 1998 at which the
debtor, Flowind Corporation is requesting to borrow from
Premier funds totaling $1.35 million and to grant Premier a
first-priority "priming" lien against real and personal
property assets of the estate and to provide adequate
protection in the form of replacement liens to Ex-Im Bank
and TVI.  

In addition, the debtor is seeking to grant Premier certain
other consideration for the loan, in the form of an option
and break-up fees.  The request for the option and break-up
fees was voluntarily withdrawn prior to the first hearing
on the motion. To date, $650,000 has been previously
approved, and on January 16, 1998 the debtor will seek an
order authorizing borrowing $650,000 of the remaining
funds, subject to a new operating budget.

FONE AMERICA: Files for Protection Under Chapter 11
Fone America filed for protection against its creditors in
Federal Bankruptcy court on Dec. 31, 1997.  "Although the
company's newly-introduced products have found success in
the telecommunications marketplace," says Peter H. Jacobs,
the company's president, "we could not recover from the
loss of over 80% of our revenue last year which was the
result of a dispute with one of the company's sales agents,
DAT Services, a division of the Jubitz Corp.  Fone America
is currently in litigation against DAT Services to recover
over $20 million in damages.

"The company's newly-introduced prepaid cell telephone and
wireless messaging products proved to be hits in the
national marketplace and on the Internet," says Jacobs.  
"However, one large creditor, Electric Lightwave of
Vancouver, Washington, had levied the company's accounts
receivables and bank accounts on a 'hit and run' basis
making it impossible to plan cash flow or attract
additional investment capital."  According to Jacobs,
repeated calls to Electric Lightwave's counsel, Bud Bailey,
in an attempt to "work something out" went unanswered.

James Forney, the company's chief financial officer, also
cites the tremendous litigation cost in Fone America's
fight to recover damages against DAT Services, its former
sales agent.  To date, the company has advanced well
over $200,000 in legal fees toward that effort.  "Fone
America's successful introduction of its new
telecommunications products tells me the company can
recover," says Forney, "we just need some time to take a

Fone America is a Portland-based national provider of
telecommunications products to customers nationwide.  Fone
America's reorganization is being handled by Dan Vidas of
the Portland law firm of Dunn, Carney.

GAYLORD: Committee Applies for Counsel
The Official Committee of Unsecured Creditors of Gaylord
Companies, Inc. et al. applied for the appointment of Arter
& Hadden as counsel.  The Committee states that the
employment of legal counsel is necessary to advise the
Committee as to its rights, obligations and duties; to
prepare and file pleadings with the court, to examine the
debtors' affairs and the causes of their inability to pay
their debts, to examine witnesses, to assist the Committee
in formulation of or analysis of a plan of reorganization,  
and to assist the Committee with respect to any potential
sale of some or all of the assets of the bankruptcy estate.

GENISCO TECHNOLOGY: Compromise of Controversy
Comintel Management Company LP was originally approached by
Genisco for the purpose of financially restructuring
Genisco.  On October 1, 1995 Comintel filed a proof of
claim against Genisco in the amount of $9,819,067.50.  
Campbell filed a proof of claim in the amount of $10,000
against Genisco for consulting services rendered in
December of 1995.  Genisco has agreed to assign to Comintel
a fidelity claim made by Genisco to National Union Fire
Insurance Company of Pittsburgh, Pa. and Genisco will
assign to Comintel all assets of the
Liquidating/Liquidation Trust, and Comintel shall have an
general unsecured nonpriority claim against the estate in
the amount of $75,000.  In consideration of the Campbell
proof of claim, Campbell shall have an allowed general
unsecured nonpriority claim against the estates in the
amount of $10,000.

GOLDRUSH-CASINO: Subsidiary To Receive $16 Million                  
Goldrush Casino & Mining Corp. Tuesday announced that its
wholly owned subsidiary Dynasty Inc., located on "the
strip" in Las Vegas has entered into a refinancing and
option-to-purchase agreement with Fun N Games, LLC., a
Nevada company (FNG).

The agreement calls for FNG to provide up to $16 million
financing to emerge from bankruptcy.  The financing will be
used to replace the Shaco mortgages as well as for the
purposes of effectuating the Plan of Reorganization.

The terms of the financing are at an interest rate of 12
percent on the first tranche of $12 million and 14 percent
on the second tranche, with repayment in a period of 12
months.  The financing will replace the current Shaco
financing which has a 20 percent and 21 percent annual rate
of interest due and payable on or before March 3, 1998.

The 5-month irrevocable option to purchase the Las Vegas
property was negotiated at a purchase price of $46.5
million.  This will allow the company to leverage its
balance sheet and to focus on development and acquisition
opportunities.  The agreement is conditioned upon approval
of the United States Bankruptcy Court, the Vancouver Stock
Exchange and the Goldrush board of directors.  The
motion to approve the financing and grant the option to
purchase is scheduled for hearing by the Bankruptcy Court
on Jan. 14, 1998.  The Dynasty disclosure statement will be
heard on Jan. 13, 1998.

Gary J. Zahlen, president, stated that he is very pleased
to announce that the Goldrush Board approved the
appointment of Laus M. Abdo to its board of directors.  
Abdo has served as the company's chief financial officer
since April 1997.

GUY F. ATKINSON: Order Extends Exclusivity
Judge Thomas E. Carlson entered an order extending the
periods within which the debtors maintain the exclusive
right to file a plan of reorganization and establishing
certain plan procedures.  The time during which only the
debtors may file a plan is extended to January 9, 1998.  
The Banks, the Bonding Companies, the Committee and the
debtor may, if they elect to do so, file a term sheet for a
plan of reorganization.  A hearing on the continuation of
the time during which only the debtors may file a plan of
reorganization and the parties' proposed term sheets shall
be held on January 9, 1998.

The court also entered an order approving execution of a
construction consulting agreement authorizing Walsh
Construction Company, a division of Guy F. Atkinson Company
to enter into an agreement with Parsons Infrastructure and
Technology Group, Inc.  The agreement provides that Walsh
will provide certain construction management assistance to
Parsons in connection with Parsons' work on Phase II of a
project in Eugene, Oregon for Hyundai Semiconductor
America, Inc. and paying certain prepetition indebtedness
in connection with Phase I of such project.

Consumer Electronics reported on January 5, 1998 that   
Harvey Electronics will use proceeds from planned stock
offering to open 4 new stores in next 2 years, it said in
SEC prospectus. New stores would be scattered across
southern Connecticut, New Jersey and Long Island and would
be chain's first major expansion since emerging from
bankruptcy in 1996 after shrinking to 3 outlets from 7.
Each store will average $650,000 to open, SEC filing said.
Harvey currently has 4 stores. Offering consists of 850,000
shares of common at $5 and 1.3 million warrants. It's
projected to raise $3.2 million, $2.6 million of which will
be used to open new stores or acquire other chains.

Harvey Acquisition Corp. (HAC) will reduce stake to 62%
from 85%. In augmenting current funding, Harvey reached
agreement with Paragon Capital in Nov. on 3-year, $3.3-
million revolving credit facility, it said in SEC filing.
Paragon received warrant to buy up to 125,000 shares of
common at $5.50. For 9 months ended Aug. 2, Harvey said,
loss narrowed to $900,000 from $1.6 million year earlier as
sales rose to $11.6 million from $10 million. Audio
products were 74% of sales and yielded 38% gross margin,
while video was 23% on 23% margin, SEC filing said.

In audio segment, components were 54% of sales, while TVs
and projectors were 15% of video. Custom installation
accounted for 17% of net product sales at prices ranging
from $5,000 to more than $100,000, documents said. Harvey's
top 10 suppliers accounted for 54% of chain's purchases for
40 weeks ended Aug. 2. Bang & Olufsen, Marantz, Mitsubishi,
Pioneer Elite and Sony each had more than 5% of purchases,
filing said. Among dealer agreements, Harvey is required to
buy $400,000 annually in Mitsubishi products, $300,000
for Niles Audio.

In personnel, Harvey Chmn. Michael Recca, who is part of
HAC, will draw $75,000 annual salary, and Pres. Franklin
Karp, who had $126,000 salary in 1997, will sign 2-year
contract when stock begins trading.

HAYES MICROCOMPUTER: Off to New Start With Merger Complete
The Atlanta Journal/Constitution reported on January 4,
1998 that Hayes Corp. concluded its merger, coming away
with a chief executive who lives in Maryland and an
injection of needed cash in the uphill battle to regain
profitability.  The merger of Norcross-based Hayes
Microcomputer and Maryland-based Access Beyond Inc. was
completed in the closing hours of 1997. The change offers
hope for a new start after several tumultuous years that
included a sojourn in bankruptcy protection, millions in
losses and a nearly 40 percent cut in the work force.

But the company also scored a coup earlier in the year in
buying Cardinal Technologies and ---through the painful
downsizing ---cut its costs dramatically.  Dennis Hayes,
founder of the company that bears his name, becomes
chairman of the merged firm. He says the tide is turning.
"I think this really is a great day for Hayes."

Now, as the company prepares for its 20th anniversary,
Hayes is trying to position itself for the expected growth
in broadband systems by developing cable modems and other
new devices.  Access Beyond specialized in devices that let
workers connect to company networks from a distance and
Hayes Corp. will offer those products. But the company can
survive only by pulling an increased share of the
cutthroat, low-margin market for analog modems, where Hayes
has been running a somewhat distant second to U.S.

At the helm now is the man who ran Access Beyond. The
merged company must look to its historic strengths, said
Chief Executive Ron Howard. "Despite the fact that Hayes
has had its ups and downs, the strength of the name brand
is terrific. Twenty years into the company's history, this
company is coming back, I would say, with a vengeance."
Company sales were about $270 million in 1995, but even
combined with Access Beyond, revenue is now about $220
million. Worse than that is the past year's net loss of
about $18 million.

Yet a comeback is possible. U.S. Robotics has had its
problems of late, and some other competitors have dropped
out of the game.  And to grow, Hayes doesn't need to steal
market share from the leader --- just to take its share of
a growing market, Howard said. For example, Data
Communications magazine predicts demand for analog modems
will increase 23 percent this year.

Hayes spent much of 1997 playing catch-up. Most attention
from Internet service providers ---and consumers who depend
on them ---went to the U.S. Robotics standard for the new
56 kilobits-per-second modem rather than the Lucent-
Motorola standard used by Hayes.  But now Hayes also offers
the U.S. Robotics standard, under its Practical
Peripherals and Cardinal lines.  With the merger, Hayes
also closed on a $45 million investment by four private
firms. They will get preferred stock which ---at current
stock prices --- could be converted to a little under 13
percent ownership of the company. That injection is
critical to cutting interest expenses and to planning
inventory, officials said.

But the largest stockholder in Hayes Corp. is Dennis Hayes,
with 38.5 percent. At the current stock price, that is
worth more than $95 million.  Hayes says he will remain the
long-term strategist, accepting the diminished daily role
forced on him in 1996 by bankruptcy court. Day-to-day
operations are overseen by P.K. Chan, president of the
merged company, who reports to Howard. The jobs held by
Howard and Chan were one position until September, when Joe
Formichelli cited personal reasons for ending his 16-month
stint with the company. About 60 people remain in
Gaithersburg, Md., where Access Beyond was based. Another
smaller group of researchers is still in Carlstadt, N.J.
But the bulk of the company's 700-plus workers and its
headquarters remain in Georgia.

Howard says he will spend as much time as necessary in
Norcross and will make use of the company's own products --
-as well as videoconferencing technology ---to also work
from home and the road. He said he has confidence in
the company's products and plans.  "The key issue is
execution," he said.

HOMEPLACE: To Reorganize Under Chapter 11
HomePlace Stores, Inc., of Cleveland, Ohio and its three
affiliates filed for chapter 11 bankruptcy protection
saying that it filed due to its past use of debt to finance
its growth, its working capital needs and its net operating
losses combined with a lack of available additional equity.

The Company said that it has received a commitment for up
to approximately $150 million in postpetition financing,
including a $110 million DIP line of credit from its
existing lender, a group of financial institutions led by
BankBoston Retail Finance Inc., and a year-long extension
of $38 million of its existing subordinated debt obligation
to Gordon Brothers Partners, Inc. and DDJ Capital
Management, Inc.

"Ironically, the filing comes at a time when the chain is
performing better than it has at any time in its three year
history," said Robert Hurwitz, HomePlace Chairman and Chief
Executive Officer.

MARVEL: Hearing on Disclosure Statement
On January 30, 1998 a hearing will be held to consider
approval of the Disclosure Statement of Marvel
Entertainment Group, Inc., The Asher Candy Company, Fleer
Corp., Frank H. Fleer Corp., Heroes World Distribution,
Inc., Malibu Comics Entertainment, Inc., Marvel Characters,
Inc., Marvel Direct Marketing Inc., and Skybox
International Inc., debtors.  Any objections thereto must
be submitted before January 20, 1998.

OMEGA ENVIRONMENTAL: Seeks to Extend Exclusivity
The debtor, Omega Environmental, Inc. is seeking an order
extending exclusivity periods, extending time to assume or
reject unexpired leases of nonresidential real property and
authorizing rejection of specified leases.  A hearing date
on the motions is set for January 30, 1998.

Omega requests that the period during which only omega may
file a plan shall be extended from December 31, 1997 until
June 30, 1998.  Omega seeks an extension for the period
during which only Omega may seek confirmation of its plan
until August 28, 1998.

Omega states that over the last several months, Omega has
developed and implemented a business plan designed to
enhance the value of the company for all parties in
interest.  Omega is currently negotiating with its
principal secured creditor, BNY Financial Corporation, for
an extension of its DIP financing agreement to carry it
through the reorganization process.

The debtor is also asking that the court extend the date
for assumption or rejection of leases of non-residential
real property to March 31, 1998.

PARTY WORLD: Court Approves Asset Purchase
The court in the case of Party World, Inc. and Party
America, Inc. entered an order approving the sale to Gordon
Brothers Equity Partners LLC for $4.6 million (the "cash
consideration").  The court stated that the Letter
Agreement represents the highest and best offer received by
the debtors, and that the debtors have advanced sound
business reason for seeking to sell the assets.  The court
also stated that pursuant to the terms of the Foothill
Stipulation, the debtors are authorized to pay Foothill
Capital Corporation the amounts set forth therein.

POCKET: Supplement to Emergency Motion for FCC Option
Pocket Communications, Inc. and its wholly-owned subsidiary
DCR PCS, Inc. filed a supplement to their Emergency Motion
for an order authorizing the debtors' election of FCC
Options.  In the supplement they state that the debtors'
principal assets are 43 "C Block" telecommunications
licenses issued by the FCC prior to the bankruptcy filing.    
The aggregate purchase price for the licenses acquired by
DCR PCS was $1.43 billion.  The US government through the
FCC provided 90% seller financing totaling $1.29 billion.  
DCR PCS was not in default on the FCC Notes or the FCC
Security Agreements when the payment obligations were
suspended by the FCC in March 1997.

The debtors have asked the court to approve the choice of
Option Number 4 of the FCC's four options of payment, which
would secure the Las Vegas market.  The debtors prepared a
plan of reorganization to provide for the sale by auction
of the license for their Las Vegas market.  The Las Vegas
License has been the focus of the interest of third parties
that have expressed a desire to purchase one or more of the
licenses.  The debtors have various cell sites under lease
in Las Vegas as well as a working switch.  There are four
potential purchasers.  By virtue of the election of option
number four, the debtors will return to the FCC all of
their interests in the licenses, other than the Las Vegas
License and the Additional Licenses, in exchange for a
complete release from the FCC debt associated with the
licenses and a credit for the down payments associated with
those licenses, as provided in FCC option number four.

Because the debtors must make the election no later than
January 11, 1998, they seek authorization from the court
now, even while negotiations with the various plan partners
for alternative plans continue.  

POCKET: To Reject Remaining Hawaiian Leases
Pocket Communications, Inc., debtor is seeking
authorization from the court to reject certain non-
residential real property leases pertaining to its Hawaiian
network.  Pocket has determined through the exercise of its
business judgment that the rejection of the remaining
Hawaiian leases (not heretofore rejected) and the
administrative expenses avoided thereby is in the best
interest of Pocket's ongoing efforts to reorganize.  The
administrative expenses associated with maintaining the
remaining Hawaiian leases clearly exceeds any value that
might be created for Pocket's estate in assuming and
assigning them to a third party.

Q-ENTERTAINMENT: Meeting of Creditors 1/15/98
In the cases of Q-Entertainment, Inc., aka Q-Zar,
Inc.,Terrier Holding Inc., Entertainment Technologies,
Inc., Q-Zar Franchising, Inc., Q-Zar USA Inc. dba MWBC,
Inc. Q-West LLC, Q-Networks, Inc. dba Q-Zar West,Inc., Q-
Zar Narthwest, Inc., debtors, the meeting of Creditors
is set for January 15, 1998.  The Proof of Claim deadline
is set for April 15, 1998.

REEVES INDUSTRIES: Deadline for Filing Proofs of Claim
The court entered an order in the case of Reeves
Industries, Inc. setting January 30, 1998 as the last date
for filing proofs of claim against the debtor.  All
creditors must file, except holders of the debtor's 11%
Senior Notes due 2002, holders of the debtors' 13 3/4%
subordinated debenture due 2001, or an indenture trustee in
relation thereto, or General Electric Capital Corporation.

RETEK: Plan of Reorganization and Keystone Acquisition  
Reconversion Technologies, Inc. (OTC Bulletin Board: RETKQ)
(the "Company") announced that the United States Bankruptcy
Court for the Northern District of Oklahoma has entered an
order confirming the Company's Bankruptcy Plan of
Reorganization ("Plan").  As part of the Plan, the
Company's outstanding common stock will be subject to a
one-for-eight reverse stock split and a conversion of its
outstanding preferred stock into common on a 1.1-for-1
conversion basis.  The Company is projecting the conversion
date to be January 16, 1998.

In addition, pursuant to the Plan, the Company will acquire
100% ownership in Keystone Laboratories, Inc. ("Keystone")
for approximately $1.5 million. The acquisition will be
made by the issuance of the Company's common stock.
Keystone is located in Asheville, North Carolina and is in
the business of providing forensic urine drug screening and
confirmatory laboratory testing. Keystone has been in
business since 1987.

"Although we had hoped to implement the Plan sooner,
certain regulatory matters took longer than expected to
complete.  However, those matters appear to be completed,
and the Company is now positioned to begin making strides
to enhance its business," according to Joel Holt,

SUNSHINE REHAB: Court Denies Extension of Exclusivity
Judge Thomas E. Baynes, Jr. denied the motion to extend the
time to file a plan of reorganization in the case of
Sunshine Rehab, Inc. p/d/b/a Rehab Administration, Inc.,
debtors.  The court found that the motion was not properly
served upon the Creditors' Committee, the Assistant United
States Trustee, the United States Attorney and the IRS.

VCS SAMOA: Seeks Higher Compensation for Krampe
The debtors, VCS Samoa Pacing Co. & Van Camp Seafood Co.,
Inc. seek an order increasing the compensation to Paul M.
Krampe, from $12,500 per month to $15,089 per month.  
Krampe is the sole employee of the debtors and the debtors
are seeking the increase since it has become apparent that
the number of hours Krampe is required to work to meet the
needs of the debtors is higher than anticipated.

WELCOME HOME: Seeks Extension of Exclusivity
Welcome Home Inc., a/k/a the Glorious Nest, Home Again,
f/k/a Cape Craftsmen, Inc., debtors, need additional time
to formulate a plan of reorganization and to discuss it
with the Committee.  Debtor believes that if granted an
additional 60 days to file a plan, to and including March
17, 1998 and an additional 59 days thereafter, to and
including May 15, 1998, in which to obtain acceptance of
its plan, debtor will secure the requisite number of

WESTERN PACIFIC: Bar Date for Filing Proofs of Claim
All those persons that assert claim against Western Pacific
Airlines, Inc., except those persons with claims for
customer travel, and certain employee claims, which arose
on or prior to October 5, 1997 must file a proof of claim
on or before January 23, 1998.  


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