TCR_Public/980126.MBX T R O U B L E D  C O M P A N Y   R E P O R T E R
      
  Monday, January 26, 1998, Vol. 2, No. 17                      
                    
                    Headlines

AL TECH: Moves to Pay Life and Health Claims
ALLIANCE ENTERTAINMENT: Debtors Employ Professionals
ALLIANCE ENTERTAINMENT: Seeks Extension of Exclusivity
AMRE INC.: Disputes Claim by I Rent America, Inc.
BARRY'S JEWELERS: Merksamer to Head Plan Negotiations

BIG RIVERS: Objects to PPM Claims
BONNEVILLE PACIFIC CORPORATION: Close to Plan
BUCYRUS INTERNATIONAL: Exchange Offer Reported
BUCYRUS INTERNATIONAL: Milbank Agrees to Repay Fees
CAMPO: Hearing Set for MetLife's Claim

COUNTRY STAR: Developments for Las Vegas Restaurant
ERD WASTE: Applies to Enter Premium Financing Agreements
FARM FRESH: Noteholders Voted to Accept Plan
FIRST CENTRAL FINANCIAL: Considering Bankruptcy Filing
FOXMEYER: Seeks Approval of Letter Agreement with Schein

FOXMEYER: Trustee Seeks to Retain Chicago Partners
FRETTER, INC.: Judge Authorizes MBS as Counsel
L.A. GEAR: Creditors' Meeting Announced
LEVITZ FURNITURE: New Proposal for Vendor Chargebacks
OMEGA ENVIRONMENTAL: Borrowings Exceed Limit

PLASTIGONE: Seeks Protection Under Bankruptcy Code               
STRATOSPHERE CORP: Major Noteholders Reach Plan Pact
THERMADYNE HOLDINGS: $790 Million Buyout
UNITED HEALTHCARE: Registration Statement Filed
US ONE: Seeks Extension of Removal Period

VAN CAMP SEAFOOD: Committees File Liquidation Plan
VENTURE STORES: Bankruptcy and Financial Data Available

DLS CAPITAL PARTNERS: Bond Pricing for Week of 1/19/98

                   *********

AL TECH: Moves to Pay Life and Health Claims
------------------------------------------------
AL Tech Specialty Steel Corporation is seeking
authorization to pay prepetition insurance premiums,
employee prepetition claims for health related and life
insurance benefits, retiree prepetition claims for health
related and life insurance benefits and certain other
claims under various employee benefit programs and
policies. They argue that the failure to pay these claims
could result in undue hardship on its 1,411 retired and 850
current employees and affect the debtor's ability to carry
out its reorganization plan.

Al Tech Group's life and health insurance costs of 1997 are
$3,389,379 in premiums and $4,403,029 in deposit liability,
for a total of $7,792,408. The proposed current amount due
for pre-petition insurance claims is $187,018.


ALLIANCE ENTERTAINMENT: Debtors Employ Professionals
----------------------------------------------------
The debtors, Alliance Entertainment Corp. et al have
employed Timothy S. McCausland, Esq. as special counsel
pursuant to a court order authorizing the debtors to retain
and compensate special counsel in the ordinary course of
business.

The debtors have also retained Elliott & Pomeroy Inc. as
ordinary course real estate brokers.

The debtors have applied for an order authorizing the
retention of the Blackstone Group LP as financial advisors
for the debtors.  A hearing will be held on this matter on
February 4, 1998.


ALLIANCE ENTERTAINMENT: Seeks Extension of Exclusivity
------------------------------------------------------
The debtors, Alliance Entertainment Corp., et al. are
seeking extension of the period of time during which each
debtor may file a plan of reorganization from February 17,
1998 through April 30, 1998, and the exclusive period
during which each debtor may solicit acceptances of such
plan of reorganization shall be extended from April 17,
1998 through June 30, 1998.


AMRE INC.: Disputes Claim by I Rent America, Inc.
------------------------------------------------
AMRE Liquidating Company, Inc. has filed an Objection to a
general unsecured claim of $5,000,000 of I Rent America,
Inc. The debtors dispute liability for the claim and
contend that the entire amount of the claim should be
disallowed.


BARRY'S JEWELERS: Merksamer to Head Plan Negotiations
-----------------------------------------------------
Barry's Jewelers Inc., announced that Samuel J. Merksamer,
president and chief operating officer, will concentrate his
efforts on the negotiation of a plan of reorganization, and
that Randy McCullough has been promoted to the position of
executive vice president and chief operating officer.
     
The company's exclusive period to file a plan of
reorganization is currently set to expire on Feb. 27, 1998.


BIG RIVERS: Objects to PPM Claims
---------------------------------
Big Rivers Electric Corporation objects to certain claims
by PacifiCorp Power Marketing, Inc., for marketing services
of electricity sales. Big Rivers disputes $423,950 of an
$822,007 unsecured non-priority claim and all of an
unsecured priority claim of $1,483,185. Big Rivers asserts
that the disputed non-priority amounts were not filed
before the Bar Date of February 14, 1997.

Big Rivers' main objection rests on an audit carried out by
PPM, which should have been filed by the Bar Date but which
instead was not filed until May 3, 1997. Big Rivers says
that, following the audit, they had no indication PPM would
seek to overturn the parties' entire course of performance
of more than a year by asserting completely different
claims. Furthermore, Big Rivers asserts that PPM did not
file its priority claim, nor seek an extension to file,
before the July 9, 1997, Bar Date for such claims.

Subsequent amendments were filed by PPM in September and
November of 1997 concerning both claims. A January 12, 1998
court order allowed PPM's initial non-priority claim of
$423,949, which Big Rivers does not contest. The remaining
non-priority claim of $398,058, however, remains under
dispute.

BONNEVILLE PACIFIC CORPORATION: Close to Plan
---------------------------------------------
Bonneville Pacific Corporation filed a form 8-K with the
SEC wherein it reported:

For the Period December 1 -December 31, 1997

1.  Beginning Cash Balance:               $144,808,517.51
2.  Cash Receipts:                           6,720,932.84
3.  Cash Disbursements:                     (1,065,805.09)
                                           ---------------
4.  Net Cash Flow:                            5,655,127.75
                                                                                               
5.  Ending Cash Balance:              $150,463,645.26

Roger G.  Segal,  as the  Chapter 11  Bankruptcy  Trustee  
for  Bonneville Pacific  Corporation  (BPCO),  announced
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 agreement 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 reorganization; 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;  one of the senior creditors would also
receive an additional $400,000.00 for attorney fees.

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 Stock;

(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  one-half  (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 one-half  
(50%) to then  existing  shareholders.

Complete information regarding this filing is available via
the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?BONNEVILLE+and+PACIFIC


BUCYRUS INTERNATIONAL: Exchange Offer Reported
----------------------------------------------
On January 20, 1998, the Company filed a form 8-K with the
SEC relating to the following Exchange Offer:

On September 24, 1997, the Company completed the private
placement of $150 million aggregate principal amount of its
9-3/4% Senior Notes due 2007 in a transaction under Rule
144A under the Securities Act of 1933.  On November 13,
1997, the Company commenced an Exchange Offer of up to $150
million of its 9-3/4% Senior Notes due 2007 in exchange for
a like amount of Private Notes.

The Exchange Offer expired on December 18, 1997.  The
holders of 100% ($150 million) of Private Notes elected to
exchange their Private Notes for Exchange Notes prior to
the expiration time.  

Accordingly, as of the date of this Report, the Company has
zero dollars ($0) principal amount of Private Notes issued
and outstanding and one hundred fifty million dollars
($150,000,000) principal amount of Exchange Notes
issued and outstanding.


BUCYRUS INTERNATIONAL: Milbank Agrees to Repay Fees
---------------------------------------------------
The Wall Street Journal reported on January 23, 1998, that
Milbank, Tweed, Hadley & McCloy agreed to repay $1.9
million in fees, after issuing a public apology for keeping
secret its simultaneous representation of attorney Lawrence
Lederman clients Bucyrus International Inc. and financier
Mikael Salovaara.  Mr. Salovaara's investment funds were
creditors in Bucyrus's bankruptcy proceedings in Milwaukee
in 1994.

When Bucyrus entered chapter 11 proceedings in February
1994, the U.S. Trustee in Milwaukee posed questions to
Milbank about conflicts of interest concerning Mr. John
Gellene, an ex-Milbank partner. Although Mr. Gellene made
two disclosure statements, neither concerned the Salovaara
funds. Another creditor in the bankruptcy case, Jackson
National Life Insurance Co. of Lansing, Michigan, initiated
the suit against Mr. Salovaara on its own.

Meanwhile, in 1996, Bucyrus emerged from chapter 11 under
new management and demanded the $1.9 repayment of fees.  A
federal investigation was launched in 1997, which resulted
in Milbank's apology to the bankruptcy court and repayment
of the fees in December. In the meantime Mr. Gellene has
been indicted. His trial is set to begin next month.


CAMPO: Hearing Set for MetLife's Claim
--------------------------------------
A hearing has been set for February 9, 1998, in the Eastern
District of Louisiana for valuation of MetLife Capital
Corporation's collateral in the Campo Electronics
bankruptcy case.  MetLife asserts it has a secured claim of
$2,047,000 and an unsecured claim of $1,751,819, subject to
a credit of $75,737. The Honorable Thomas M. Brahney, III
will preside.


COUNTRY STAR: Developments for Las Vegas Restaurant
---------------------------------------------------
County Star Restaurants Inc. filed an 8-K with the SEC
reporting on material developments with its Las Vegas,
Nevada restaurant. A full copy of this filing is
available via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?COUNTRY+and+STAR

The Company opened its Country Star Las Vegas restaurant on
the "Strip" in Las Vegas in July, 1996.

The Company, NevStar as Landlord and the other members of
the Restaurant Operator have reached a settlement of their
disputes and the bankruptcy proceeding. Under the term of
the settlement, all of the following transactions closed
simultaneously.

The Company purchased the interest of Cirrus in the
Restaurant Operator for aggregate consideration of $200,000
cash and 2,250,000 shares of the Company's authorized
common stock. The shares of common stock were issued under
section 4(2) of the Securities Act of 1933, as amended. The
Company agreed to file a registration statement permitting
the resale of the shares.

(Prior to the settlement, Mirage Resorts, Inc. ("Mirage")
a Nevada corporation, through an affiliate, Restaurant
Ventures of Nevada, Inc. ("RVNI") purchased NevStar from its
owners, thereby acquiring NevStar's interests as
Landlord of the restaurant facility and as a member of the
Restaurant Operator.)

The Company sold all of its interest in the Restaurant
Operator,including the interest purchased from Cirrus, to
Mirage for consideration of $1,550,000 cash. Mirage became
the holder of all of the interests in the Restaurant
Operator. The Company agreed to pay when due all of the
trade payables of the Restaurant Operator and resigned as
manager of the Restaurant.

RVNI agreed to a new lease of the restaurant facility
directly to the Company. The new lease will take effect
upon dismissal of the bankruptcy proceeding commenced by
the Restaurant Operator.


ERD WASTE: Applies to Enter Premium Financing Agreements
--------------------------------------------------------
ERD Waste Corp., et al, debtors applied to the court for an
order authorizing them to enter into insurance premium
financing agreements with Acstar Insurance Company and
Standard Funding Corp.  The debtors' general liability,
umbrella and automobile insurance carriers have informed
the debtors that they will not renew the coverage.  
Consequently, the debtors were forced to seek other
coverage.


FARM FRESH: Noteholders Voted to Accept Plan
--------------------------------------------
Farm Fresh Inc. filed a Form 8-K with the SEC wherein it
included a copy of its joint plan of reorganization.  For a
complete copy of the text of the proposed plan, filed on
January 7, 1998, is available via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?FARM+and+FRESH

Farm Fresh, Inc., a privately-held supermarket chain based
in Norfolk, Virginia, announced in its press release that
its senior noteholders voted to accept its proposed plan of
reorganization. Farm Fresh believes that the senior
noteholder vote is sufficient to enable the company to
confirm the plan of reorganization which will require the
approval of the bankruptcy court. As previously announced,
Farm Fresh and Richfood Holdings, Inc. executed a
definitive purchase agreement pursuant to which Richfood
will acquire substantially all of the operating
assets of Farm Fresh. In connection with the filing, the
company's existing bank group led by Fleet Capital
Corporation, as agent, has agreed to provide Farm Fresh up
to $40 million in debtor-in-possession financing.


FIRST CENTRAL FINANCIAL: Considering Bankruptcy Filing
------------------------------------------------------
First Central Financial Corporation announced that the
Board of Directors of its primary subsidiary, First Central
Insurance Company, has agreed to consent to an order of
rehabilitation under the provisions of the Insurance Law of
the State of New York.

The company with which First Central Financial Corporation
had been negotiating for the sale of its two operating
subsidiaries, First Central Insurance Company and Mercury
Adjustment Bureau, Inc., had indicated that it was not
prepared to proceed with the transaction on the terms
previously reported.  

Such company has indicated, however, that if an order of
rehabilitation is entered, it may be prepared to purchase
First Central Insurance Company's expirations, rights to
renew specified business and associated systems and in
connection therewith to reinsure the Company with cut-
throughs.  

The proposed purchaser has indicated that the transaction
is feasible only if it can be accomplished quickly.  
Accordingly, First Central Insurance Company will be
requesting the Insurance Department to obtain an order of
rehabilitation at the earliest possible time and otherwise
to act as quickly as reasonably possible in order to
facilitate the proposed transaction.

As a result of the rehabilitation proceedings, it is
unlikely that First Central will realize any value for
First Central Insurance Company in the foreseeable future
and accordingly, no significant sums will be available to
holders of First Central's 9% Convertible Subordinated
Debentures due 2000 or to First Central's shareholders.  
First Central Financial Corporation is considering various
options, including a filing under the United States
Bankruptcy Code.


FOXMEYER: Seeks Approval of Letter Agreement with Schein
--------------------------------------------------------
Bart A. Brown, Jr., the permanent chapter 7 trustee of
Foxmeyer Corporation, seeks approval of an agreement with
Schein Pharmaceutical Inc. that addresses a chargeback
claim against Schein of $1,138,512.  Schein has asserted a
reclamation claim against the estate of $278,947 and an
unsecured claim of $5,344,777.

The Agreement allows the estate's full chargeback claim.  
$718,314 will offset a prepetition general unsecured claim
of Schein, $278,947 used as dollar for dollar reduction
against and satisfaction of reclamation claim of Schein and
the payment by Schein of $101,251 in cash to the trustee.
The Agreement further waives Schein's reclamation claim of
$278,947 to reduce the Estate's chargeback claim.  The
Agreement also allows Schein's unsecured claim of
$4,586,463 ($5,623,724 less reclamation component of
$278,947 less unsecured claim chargeback offset of
$758,314). The trustee argues that this agreement is in the
best interest of all parties because it results in
substantial claim reduction.


FOXMEYER: Trustee Seeks to Retain Chicago Partners
-------------------------------------------------------
Bart A. Brown, Jr., the permanent chapter 7 trustee of
Foxmeyer Corporation, is seeking an order to retain Chicago
Partners, L.L.C., to provide consulting services to the
trustee concerning the debtors' computer systems, effective
December 15, 1997. The trustee feels Chicago Partners is
uniquely qualified to handle technology claims due to its
expertise in the pharmaceutical industry, distribution
operations and related systems development and economics.

The trustee explains that the delay in processing the
engagement letter for Chicago Partners' employment was due
to the holidays, although Chicago had already begun its
work on behalf of the trustee. The trustee further says
that there will be no overlap in the work of Chicago and
that of BT Alex. Brown Inc., and Peterson Consulting LLC.


FRETTER, INC.: Judge Authorizes MBS as Counsel
----------------------------------------------
On January 14, 1998, Judge Morgenstern-Clarren of the
Northern District of Ohio, Eastern Division, authorized the
employment of Martin, Brown & Sullivan, Ltd., as special
counsel to Fretter, Inc.  The debtors are authorized to
retain MBS as their special counsel until February 28,
1998.


L.A. GEAR: Creditors' Meeting Announced
---------------------------------------
The U.S. Bankruptcy Court of the Central District of
California has announced a meeting of the Creditors of L.A.
Gear, Inc., on February 24, 1998, 9:45 a.m., at 221 North
Figueroa Street, Room 103, Los Angeles, California.
Additionally, a hearing on approval of a disclosure
statement and plan of reorganization by L.A. Gear has been
set for March 2, 1998, 2:00 p.m., at Courtroom 1668, 225
East Temple Street, Los Angeles, California.


LEVITZ FURNITURE: New Proposal for Vendor Chargebacks
--------------------------------------------------------
Levitz Furniture Incorporated, et al, debtors, are seeking
authorization to settle with certain vendors regarding
the debtors' vendor chargeback program.  Under the motion,
the debtors are seeking authority to enter into a
settlement agreement to modify their post-petition VCB
program by entering into a revised program through which
the debtors will apply all Shop-Time VCBs processed through
and including January 4, 1998 against the vendor's
prepetition claim, to the extent they exist.

Vendors had become upset by Levitz deducting money from
postpetition payments for repairs on furniture for which
they had never been paid.  Several vendors believed that
all In-Home VCPs on prepetition furniture should be applied
against the vendors' prepetion claims, regardless of when
Levitz discovered or corrected the defect.  However, this
would result in long term reconciliation of claims.

Under the proposed settlement, the postpetiton program will
be modified to recoup all Shop-Time VCBs processed during
the first four months after the petition date against the
respective vendors' prepetition claim.  All Shop-Time VCB's
processed after the four months will be charged back
against the vendors' respective post-petition accounts. One
vendor has agreed to this settlement, and it is believed
that others will follow.  The debtors favor this settlement  
to avoid threatened litigation.


OMEGA ENVIRONMENTAL: Borrowings Exceed Limit
--------------------------------------------
On January 13, 1998, Omega Environmental Inc. filed an
unaudited financial statement for the months ended November
30, 1997 and October 31, 1997 with related notes with the
United States Bankruptcy Court.

A complete copy of the financial information filed with the
SEC is available via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?OMEGA+and+ENVIRONMENTAL

As of November 30, 1997, the Company's borrowings under the
debtor-in-possession financing agreement with BNY Financial
Corporation ("BNYFC") were $19,966,112 which exceeded the
$17,000,000 borrowing limit in the debtor-in-possession
financing agreement by $2,966,112.  Additionally, the
Company's borrowings exceeded the collateral formula by
11,000,000.  The Company is in the process of
negotiating an extension to its financing agreement with
BNYFC which expires December 31, 1997.


PLASTIGONE: Seeks Protection Under Bankruptcy Code               
---------------------------------------------------
Plastigone Technologies, Inc. of Ft. Myers, Florida today
announced that it had exhausted all potential
opportunities for restructuring its business.  As a result,
the Company is currently in the process of seeking
protection under chapter 7 of the bankruptcy code.


STRATOSPHERE CORP: Major Noteholders Reach Plan Pact
----------------------------------------------------
On January 22, 1998 Federal Filings, Inc. reported that the
holders of approximately 88% of Stratosphere's 14.25% first
mortgage notes have reached an agreement to "work
cooperatively to quickly and efficiently bring the case to
resolution."  Carl Icahn's High River Limited Partnership,
American Real Estate Partners L.P., and Grace Brothers Ltd.
reached the agreement just before Christmas and have been
working "feverishly" to draft modifications to
Stratosphere's reorganization plan, but could not complete
them by a Jan. 9 hearing date.


THERMADYNE HOLDINGS: $790 Million Buyout
----------------------------------------
The American Banker reported on 01/23/98 that Donaldson,
Lufkin & Jenrette Inc. is expected to finance its merchant
bank's acquisition of Thermadyne Holdings Corp. with a
combination of bank debt, high-yield bonds, and equity that
it plans to lead manage.

Reportedly, DLJ's merchant bank, DLJ Merchant Banking
Partners LP, plans to buy a majority stake in Thermadyne, a
St. Louis-based maker of cutting and welding products, for
$790 million. DLJ Merchant Banking Partners II, the firm's
$3 billion private equity fund, will own 82% of Thermadyne
when the deal closes, DLJ said.

Several investment and commercial banks, including Chase
Manhattan Corp., BT Alex. Brown & Co., and Goldman Sachs &
Co., have established merchant banking units in recent
years. The leveraged buyouts and  acquisitions
the funds sponsor generate opportunities for their
affiliate  banks to underwrite lucrative high-yield bonds
and loans.

Thermadyne went through a series of leveraged buyouts and
recapitalizations in the late 1980s that left it with an
overwhelming amount of debt, culminating in a December 1993
Chapter 11 bankruptcy filing that lasted 60 days.


UNITED HEALTHCARE: Registration Statement Filed
-----------------------------------------------
United Healthcare Corporation filed a registration
statement with the SEC.  A complete copy of the filing is
available via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?UNITED+and+HEALTHCARE

The filing relates to up to 6,500,000 shares of Common
Stock, par value $.01 per share, of United
HealthCare Corporation. The company may offer and issue
Shares from time to time in connection with acquisitions by
United HealthCare or its subsidiaries of the assets or
securities of other businesses. United HealthCare also may
issue Shares upon the exercise of options, warrants,
convertible securities or other similar securities assumed
or issued by United HealthCare from time to time in
connection with such acquisitions.


US ONE: Seeks Extension of Removal Period
-----------------------------------------
US ONE Communications Corp. is seeking an extension of its
time to file notices of removal of related proceedings. The
debtors assert that due to the reduction of their workforce
and their focus on consolidating business, administering
claims, and developing a chapter 11 plan of reorganization,
they have not had sufficient time to review such actions to
determine if any should be removed pursuant to required
bankruptcy rules.  They are seeking a 90-day extension
until April 20, 1998.


VAN CAMP SEAFOOD: Committees File Liquidation Plan
--------------------------------------------------
Federal Filings Inc. reported on January 22, 1998 that Van
Camp, its VCS Samoa Packing Co. subsidiary, and their
committees of unsecured creditors filed a joint plan of
liquidation on Jan. 9.  The U.S. Bankruptcy Court in San
Diego has scheduled a Feb. 17 hearing on the disclosure
statement related to the proposed plan.


VENTURE STORES: Bankruptcy and Financial Data Available
-------------------------------------------------------
Bankruptcy Creditors' Service,Inc., announced publication
of VENTURE STORES BANKRUPTCY NEWS. The first (free) issue
of VENTURE STORES BANKRUPTCY NEWS includes, among other
things:

(1) background information about Venture's business
    operations and its so-called family value concept;

(2) key case data extracted from Venture's voluntary
    petition filed in Delaware;

(3) a listing of Venture's 20 largest unsecured creditors;

(4) a calendar of key dates and deadlines related to
    Venture's chapter 11 cases; and

(5) Up-to-date data concerning the Debtor's liquidity
    ($132,158,100, after drawing $123,826,800 under the BTCC
    DIP Facility).

is available at:

     http://bankrupt.com/chap11.venture.html
          
             or

     ftp://bankrupt.com/Bankruptcy_News/Venture.txt

The second issue of VENTURE STORES BANKRUPTCY NEWS (to be
released early Monday morning) will provide subscribers
with a detailed look at:

(a) Venture's $190,000,000 DIP financing facility with BT
     Commercial Corporation;

(b) the handfuls of emergency motions brought before the
     District Court in Delaware to keep Venture's retail stores
     operating in the ordinary course without interruption from
     customers' and employees' perspectives; and

(c) the entourage of financial, legal and other
     professionals (including Pepper Hamilton LLP; Kronish,
     Lieb, Weiner & Hellman LLP; and The Finley Group, Inc.) who
     will push and pull Venture through the chapter 11 process.

Bankruptcy Court Information in the case includes:

JUDGE:             The Honorable Roderick McKelvie

CIRCUIT:           Third

DEBTOR'S COUNSEL:  David B. Stratton, Esq.
                   Pepper Hamilton LLP
                   1201 Market Street, Suite 1600
                   P.O. Box 1709
                   Wilmington, Delaware 19899-1709

U.S. TRUSTEE:      John "Jack" D. McLaughlin, Esq.
                   601 Walnut Street, Room 950W
                   Philadelphia, PA 19106

Twenty Largest Unsecured Creditors include:          

Medium-Term Note Holders Medium Term Bonds  $56,000,000
  Trustee, State Street Bank & Trust

O'Fallon IRB HoldersIndustrial Revenue Bonds $9,400,000
  Trustee, State Street Bank & Trust

Griffith IRB Holders Industrial Revenue Bonds $4,910,000
  Trustee, Bank One Indianapolis

Procter & Gamble             Trade Debt   $ 3,254,911
W.B. Doner                   Trade Debt    $1,986,256
American Greetings           Trade Debt    $1,869,515
Chicago Tribune              Trade Debt    $1,814,181
Sara Lee Knit                Trade Debt    $1,396,043
Kimberly Clark               Trade Debt    $1,390,536
Spring Industries            Trade Debt    $1,319,562
Handleman Company            Trade Debt    $1,293,450
Mattel Toys                  Trade Debt    $1,220,301
Union Underwear              Trade Debt      $752,430
Clyde Duneier, Inc.          Trade Debt      $682,979
World Color                  Trade Debt      $665,940
Norske Skog                  Trade Debt      $656,552
Russell Corporation          Trade Debt      $654,091
U.T.M., Inc.                 Trade Debt      $632,675
Kansas City Star             Trade Debt      $609,892


DLS CAPITAL PARTNERS: Bond Pricing for Week of 1/19/98
------------------------------------------------------
The following are indicated prices for selected issues:

Amer Telecasting 0/14 1/2 '04           28 - 30
APS 11 7/8 '06                          34 - 37 (f)
Boston Chicken 7 3/4 '04                64 - 65
Bradlees 11 '02                          5 - 6 (f)
Brunos 10 1/2 '05                   42 1/2 - 44 1/2
CAI Wireless 12 1/4 '02                 26 - 28
Cityscape 12 3/4 '04                    47 - 49
Echo Bay 11 '27                         79 - 82
Harrah's Jazz 14 1/4 '01                31 - 33 (f)
Hechinger 9.45 '12                  74 1/2 - 76 1/2
Hill's 12 1/2 '03                   84 1/2 - 85 1/2
Grand Union 12 '04                      53- 54
Great Bay 10 7/8 '04                    79 - 81 (f)
Levitz 9 5/8 '03                        34 - 36 (f)
Liggett 11 1/2 '99                      67 - 70
Marvel 0 '98                         4 3/4 - 5
Mobilemedia 9 3/8 '07               10 1/2 - 12 (f)
Mosler 11 '03                           78 - 82
Penn Traffic 9 5/8 '05                  59 - 60
Royal Oak 11 '06                        62 - 65
Trump Castl;e 11 3/4 '03            94 1/2 - 96
Wickes 11 7/8 '03                   95 1/2 - 96 1/2

Prices were generally firmer across the board.  

                        ---------

A listing of meetings, conferences and seminars appears   
every Tuesday.
  
Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.  
  
                         
S U B S C R I P T I O N   I N F O R M A T I O N   
  
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
  
Copyright 1998.  All rights reserved.  This material
is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   
  
Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months   
delivered via e-mail.  Additional e-mail subscriptions
for members of the same firm for the term of the initial   
subscription or balance thereof are $25 each.  For   
subscription information, contact Christopher Beard
at 301/951-6400.  
       
          * * *  End of Transmission * * *