TCR_Public/980127.MBX    T R O U B L E D  C O M P A N Y   R E P O R T E R
      
      Tuesday, January 27, 1998, Vol. 2, No. 18                      
                    
                     Headlines

ALPHASTAR: Once-Fallen - Tries A Launch In Satellites
AVATEX: Will not pay January 1998 Preferred Stock
CONSOLIDATED STAINLESS: Seeks to Employ Investment Bankers
FOXMEYER: Seeks Approval of Agreement with Dupont Merck
FOXMEYER: Seeks Information on Information Systems Failure

HARRAH'S JAZZ: Emergency Motion for Post-petition Financing
HOMEPLACE: Court Approves $100 Million Extension of DIP
KENWIN SHOPS: Last Date for Filing Proofs of Claims
L.A. GEAR: Buildings Taken Over by Skechers USA
LEVITZ: Proposes Settlement for Chargeback Disputes

LEVITZ: Request Revision to Employee Relocation Program
LEVITZ: Sells John M. Smythe Company & Realty Assets
MANHATTAN BAGEL: Order Approving Rejection of Leases
MANHATTAN BAGEL: Order Extending Use of Cash Collateral
MOUNTAIN AIR: SIGNS DEAL WITH FRONTIER

ONEITA INDUSTRIES: Files Petition in Chapter 11
PARAGON TRADE: Order Authorizing Post-petition Financing
PARAGON TRADE: Order Determining Adequate Assurance
PAYLESS CASHWAYS: Posts Losses and Cuts Workforce
PAYLESS CASHWAYS: Promotes Three Executives

PIC INSURANCE GROUP: PA Begins Liquidation Proceedings
POLYMERIX, INC.: Files Petitions for Reorganization
THE WIZ: Seeks 60-Day Extension to Assume or Reject Leases
US ONE: Disclosure Statement and Joint Liquidating Plan
VENTURE STORES: Considers Store Closings

WELCOME HOME: To Continue Employ of Real Estate Consults
WESTERN PACIFIC: Motion for Rehearing on Cash Collateral
WESTMORELAND COAL: Wants to Extend Houlihan Lokey's Employ

Meetings, Conferences and Seminars

                        *********

ALPHASTAR: Once-Fallen - Tries A Launch In Satellites
------------------------------------------------------
Investor's Business Daily reported on 1/26/98 that      
an Egyptian tycoon plans to revive a one-time contender in
the direct broadcast satellite business, despite its
collapse last year from what analysts called a "classically
flawed" business plan.  Mahmoud Wahba, president of
Greenwich, Conn.-based Champion Holding Co., bought the
assets and name of AlphaStar Digital, which was
headquartered in Ontario, Canada, for $4.65 million last
month.

The assets - which include an uplink facility in Oxford,
Conn., where satellite dishes receive and send audio and
video signals -are valued at $72 million, Wahba says.
Why such a bargain? Tee-Comm Electronics Inc., AlphaStar's
former parent, also based in Ontario, went into
receivership in May '97. Service was cut off for
AlphaStar's 60,000 subscribers, leaving competitors to
feast on its market share. Ultimately, there were no other
bidders for AlphaStar.

Whether AlphaStar can overcome its past difficulties is in
question, analysts say.  Wahba plans to resume broadcast
service and add data transmission business sometime this
year. Plans are to establish at least three subsidiary
communication companies - AlphaStar PC Webcasting and
AlphaStar TV Broadcasting, plus an outfit known as Champion
Private Network and Teleport.  An additional $50 million is
needed to get AlphaStar up and running again, Wahba says.
It requires about 200,000 subscribers to break even, he
adds.  

But what hurt AlphaStar most was lack of funding. Tee-
Comm's successful $107 million debt offering was made
during August and September of '96. That move came at a
time when the markets were bullish about the satellite
business, and Tee-Comm easily could have obtained twice
that sum.


AVATEX: Will not pay January 1998 Preferred Stock
-------------------------------------------------
Avatex Corporation (NYSE: AAV) today 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.


CONSOLIDATED STAINLESS: Seeks to Employ Investment Bankers
-----------------------------------------------------------
Consolidated Stainless, Inc., debtor seeks to employ and
retain Genesis Merchant Group Securities LLC and Slusser
Associates, Inc. (GMGSA) as its investment banker.  
GMGSA will be jointly providing investment banking services
for the debtor pursuant to a joint venture arrangement.  

GMGSA has agreed to identify and contact potential buyers
for the assets, develop marketing strategies for the sale
of the assets, provide advisory services with respect to
the disposition of the assets, prepare a summary
descriptive memorandum of the assets, engage in negotiation
with potential purchasers of the assets, participate in
court hearings with respect to the sale of the assets,
provide periodic reports concerning GMGSA's efforts to sell
the assets; advise the debtor concerning the sale, merger
or disposition of the assets, assist the debtor's counsel
in connection with the preparation and negotiation of any
agreement of sale for the assets; and attend court hearings
with respect to the sale of the assets.

GMGSA would be paid a $25,000 initial fee, a transaction
fee of 2% of the first $14 million of total sale proceeds
received; and 6% of the balance of the sale proceeds
received in excess of $14 million; and a $25,000
termination fee, in the event the debtor elects not to sell
the assets during the term of the agreement.


FOXMEYER: Seeks Approval of Agreement with Dupont Merck
-------------------------------------------------------
FoxMeyer Bankruptcy News (Issue 23) reports the permanent
chapter 7 Trustee, Bart A. Brown, Jr. seeks court approval
of a Letter Agreement compromising and settling claims by
and against the Dupont Merck Pharmaceutical Company.

The Trustee urges approval of the Letter Agreement because
under its terms the estates receive the full benefit of the
asserted chargeback claims and the benefit of an allocation
of a significant portion of such claims, dollar for dollar,
against Dupont Merck's reclamation claims, without
litigation, delay and uncertainty.


FOXMEYER: Seeks Information on Information Systems Failure
----------------------------------------------------------
FoxMeyer Bankruptcy News (Issue 23), published by
Bankruptcy Creditors' Services, Inc., reports that Mr. Bart
A. Brown, Jr., the permanent chapter 7 Trustee of FoxMeyer
Corporation, requests depositions concerning the apparently
total failure of the Debtors' information technology and
warehouse systems.

Mr. Brown requires additional documents and information in
order to evaluate culpability for the failure of these
systems.  In order to satisfy his fiduciary duties to the
creditors, he points out that he must evaluate all
potentially meritorious claims that could result in
increasing the size of the distributable assets upon
liquidation.

Mr. Brown has identified these parties as likely in his
motion:

     1.  Woltz & Associates -- the Debtors retained Woltz
to assist them in specifically defining the Debtors' needs
in an integrated computer system.  The Debtors paid Woltz
approximately $3,500,000.

     2.  SAP America, Inc. -- SAP represented to the
Debtors that SAP's operating system and related software
would integrate and meet all of the Debtors' various
computer needs.  The Debtors paid SAP approximately several
million dollars for the SAP system and agreed to pay SAP
$500,000 per year for maintenance fees.

     3.  Andersen Consulting LLP--Andersen represented to
the Debtors that Andersen, with its extensive experience in
the SAP system, could install and implement the SAP system
and modify the system as well, in order to meet the
Debtors' specific needs in the drug distribution business.  
The Debtors paid Andersen approximately $20,000,000 to
install and implement the SAP system and modify it to meet
the Debtors' needs.

     4.  Pinnacle Automation, Inc. and its subsidiaries
provided the Debtors with the hardware, information
technology and logistical support for its Washington
Courthouse warehouse that was to work in tandem with the
SAP system to achieve for the Debtors one integrated system
for all of its computer needs.

Ultimately, the SAP system and the warehouse system
functioned so poorly and with so many breakdowns that the
Debtors discovered multi-million dollar inventory
discrepancies; the Debtors, among other failures, could
not even determine whether certain shipments had been made
or to whom shipments were made.


HARRAH'S JAZZ: Emergency Motion for Post-petition Financing
----------------------------------------------------------
Harrah's Jazz Company is seeking entry of interim and final
orders authorizing it to obtain from Harrah's
Entertainment, Inc. or an affiliate thereof additional DIP
loans in the aggregate principal amount of up to $1 million
(exclusive of the $39 million existing DIP loan).

A hearing on approval of the Modified Plan is scheduled for
January 29, 1998.The debtor's amended casino operating
contract will be considered in a special session of the
legislature commencing in mid-March 1998.  

The State legislature's approval of the casino operating
contract is a condition precedent to the Effective Date of
the plan, and thus, the cash collateral available to the
debtor under the December financing order, together with
the unborrowed portion of the $39 million in loans
authorized pursuant to the prior financing orders are
insufficient to pay the monthly rental payments under the
City Agreement and the other administrative expenses which
the debtor will incur prior to the Effective Date of the
plan.

The debtor is seeking court approval of the additional DIP
extension of $1.5 million provided that the Governor
publicly commits to the legislature's special session, and
the Modified Plan has been confirmed, and an additional $1
million when the state commences the process required under
the casino operating contract, and an additional $1 million
when the state is actively pursuing the Suitability
Process.


HOMEPLACE: Court Approves $100 Million Extension of DIP
--------------------------------------------------------
On January 23, 1998 HomePlace Stores, Inc. said that it
received court approval for the immediate company use of up
to $100 million in DIP financing to purchase merchandise
and fund ongoing operations.  The Committee of Unsecured
Creditors consented to the entry of the order.  A hearing
has been set for January 29 for approval of the permanent
DIP financing agreement.

The court had previously approved, on an interim basis, the
company's use of $12.5 million of the $110 million in DIP
financing from a group of financial institutions led by
BankBoston Retail Finance Inc.


KENWIN SHOPS: Last Date for Filing Proofs of Claims
---------------------------------------------------
The court in the case of Kenwin Shops Inc., et al. entered
an order providing that all claims must be filed on or
before March 16, 1998.


L.A. GEAR: Buildings Taken Over by Skechers USA
-----------------------------------------------
Skechers USA, a casual shoe maker based in Manhattan Beach
(CA), is taking over 400,000 square feet of distribution
space in Ontario formerly occupied by troubled tennis shoe
manufacturer L.A. Gear Inc.

Skechers is moving into two buildings owned by Prudential
Real Estate Group at the northwest corner of Vintage Avenue
and Francis Street, according to Chris Atkinson of CB
Commercial's City of Industry office.

CB represented both sides in the five-year, $6.72 million
lease, Atkinson said.

Skechers had been scouting the market for a 350,000 to
400,000 space when it learned L.A. Gear would be moving out
of the Prudential buildings, Atkinson said. Skechers
officials liked the buildings because they will also take
over the distribution equipment left by L.A. Gear, he
added.


LEVITZ: Proposes Settlement for Chargeback Disputes
---------------------------------------------------
As reported in Issue 12 of The Levitz Bankruptcy News
published by Bankruptcy Creditors' Service, Inc., the
Debtors seek court authority to enter into settlement
agreements with certain furniture vendors revising their
Post-petition Vendor Chargeback Program.

The Debtors tell the Court that this Motion is a creative
solution to settle disputes involving Levitz's chargebacks
to furniture vendors of costs Levitz incurs servicing
manufacturers warranties of their products.  The Debtors
believe the settlement agreement will avoid potentially
costly and protracted litigation over a relatively minor
monetary issue.

The following seven Vendors have agreed to the proposed
compromise:

     * Rowe Furniture Corporation
     * Klaussner Furniture Industries
     * Bassett Furniture Industries
     * Stylecraft, Inc.
     * Berkline
     * Universal Furniture, Industries, Inc.
     * Bench Craft, Inc.

Vendors' chief complaints relate to application of
chargebacks for In-Home repairs: the Debtors applied the
charge for repairs to either post-petition or pre-petition
amounts, based on when the customer informed them of the
defect, pre-petition or post-petition.  This procedure
contrasted with In-Shop repairs, costs of which were
applied in accordance with delivery date of the furniture:  
if the defective furniture was delivered to the Debtors
pre-petition, the Debtors' pre-petition obligation was
reduced; if delivered post-petition, the post-petition
obligation was reduced.


LEVITZ: Request Revision to Employee Relocation Program
-------------------------------------------------------
The Levitz Bankruptcy News (Issue 12) reports the Debtors,
request authority to implement revisions to an employee
relocation program by entering into a contract with RE/MAX
Relocation Services, Inc.

Under the proposed Relocation Program, RE/MAX will provide
home sale marketing assistance to employees designated by  
the Debtors and will act as a home sale financial
intermediary in return for a set fee and reimbursement of
RE/Max's costs and expenses (including closing costs)
associated with employee home sales.  The fixed fee amount
payable per employee home sale--$3,500 or $1,800--will
depend upon which of the two home sale marketing assistance
programs is designated by the Debtors to apply to a
particular employee's relocation, Option A or Option B.

The Debtors believe the proposed Relocation Program should
save the Debtors' estates considerable costs of paying
employee income and wage taxes triggered by direct
reimbursements to employees of Closing Costs in connection
with employee relocations.  The program achieves this
benefit without sacrificing the provision of high quality
relocation services to the Debtors' employees.


LEVITZ: Sells John M. Smythe Company & Realty Assets
----------------------------------------------------
The Levitz Bankruptcy News (Issue 12) reports that Levitz
announced on January 12, 1998 that it closed the sale of
JMS' Assets to Heilig-Meyers Company, following Judge
Farnan's approval of the sale. The aggregate purchase
price, subject to certain post-closing adjustments, is
approximately $34,000,000m including  $23,680,000 in
consideration for the transfer of certain real property and
improvements.

Consistent with the terms of the DIP Financing Agreement,
the proceeds of the sale will be paid to BT Commercial
Corporation to reduce amounts owed under the DIP Facility.


MANHATTAN BAGEL: Order Approving Rejection of Leases
----------------------------------------------------
On January 16, 1998 the court entered an order approving
the rejection of 15 store leases in the case of Manhattan
Bagel Company, Inc., debtor.
The time for the debtor to assume or reject all remaining
leases of nonresidential real property is extended through
to May 18, 1998.


MANHATTAN BAGEL: Order Extending Use of Cash Collateral
-------------------------------------------------------
Judge William H. Gindin entered an order in the case of  
Manhattan Bagel Company, Inc. The debtor is authorized to
use cash collateral for the period commencing January 16,
1998 and continuing through the week ending February 28,
1998 in accordance with the revised cash collateral budget
up to the aggregate amount of $5,692,693.


MOUNTAIN AIR: SIGNS DEAL WITH FRONTIER
--------------------------------------
Mountain Air Express signed a new code-share agreement with
fellow discount carrier Frontier Airlines January 21, 1998.

The agreement allows both airlines to do joint ticketing
and special baggage transfer services on flights at Denver
International Airport. The deal gives Mountain Air Express
passengers access to 60 more flights to large markets such
as Los Angeles and Boston.

"This really opens up a lot of benefits to MAX passengers,"
said Amanda Sullivan, a spokeswoman for the airline, which
connects Denver with Colorado Springs, Gunnison, Hayden,
Tulsa, Oklahoma City and Kansas City.

Code-sharing between MAX and Frontier should begin March 4,
a day after MAX's code-share agreement with Western Pacific
Airlines expires. MAX, which followed parent Western
Pacific into bankruptcy, has been trying to gain its own
independent financial footing since the bankruptcy filing
in October.

With new financial backers, MAX officials are confident
that the airline will emerge from bankruptcy in March. The
carrier is also receiving $100,000 a week from Western
Pacific for feeding passengers from Colorado Springs.

"They appear to be on the way to gaining the necessary
financing to emerge from bankruptcy," said Bob Schulman, a
Frontier spokesman.


ONEITA INDUSTRIES: Files for Bankruptcy
---------------------------------------
Once the nation's largest maker of T-shirts and baby
clothes, Oneita Industries has filed for bankruptcy
reorganization to deal with debts nearing $100 million. The
Charleston, S.C.-based apparel maker filed a prepackaged
Chapter 11 petition Friday in Delaware, where the business
is incorporated. Oneita listed assets of $78.3 million and
liabilities of $98.9 million. A restructuring plan would
turn over 80 percent of the company's shares to existing
creditors.

The list of creditors holding the 20 largest unsecured
claims include:

Creditor                     Nature of Claim     Amount
--------                     ---------------    -------
IBJ Scroder Bank & Trust     Bank Debt          $57 million
Robert M. Gintel             Debt                $9,061,251
Prudential Insurance Co.     Debt                $6,379,066
Bridgestone/Firestone        Lease                 $158,639
Goodman Segar Hogan Hoffler  Lease                 $158,095
or CB Commercial
Nationsbanc Leasing          Lease                 $146,141
Seeaboard Marine Ltd.        Trade Debt            $129,470
Clariant Corporation         Trade Debt            $126,319
Standard Warehouse           Warehousing           $91,915
Maiden Specialties           Trade Debt            $77,352
Marion F. Walker & Assoc.
and Bobby Allyn Johnson      Judgment               $73,565
Florida Mills, Inc.          Trade Debt             $70,590
Atlantic Finishing           Trade Debt             $69,900
Metlife Capital Corporation  Lease                  $59,815
Barry T. Chouinard           Trade Debt             $59,706
Ed Tuner, Revenue Commission Property Taxes         $55,374
Catawba-Charlab, Inc.        Trade Debt             $51,192
Griffon                      Workers Comp           $50,890
Town of Andrews, SC          Water/Sewer            $44,945
First Union Commercial Corp. Lease                  $44,920


PARAGON TRADE: Order Authorizing Post-petition Financing
--------------------------------------------------------
On January 21, 1998, Judge Margaret H. Murphy entered an
order authorizing the debtor, Paragon Trade Brands, Inc.,
to borrow or obtain letters of credit pursuant to the
Credit Agreement, and the Guarantors may guaranty such
borrowings, up to an aggregate of $20 million to be used
for providing working capital for the debtor. A final
hearing is set for January 30, 1998.


PARAGON TRADE: Order Determining Adequate Assurance
---------------------------------------------------
Judge Margaret H. Murphy entered an order in the case of
Paragon Trade Brands, Inc. finding that uninterrupted
utility services are essential to the debtor's ongoing
operations.  The court stated that the debtor's ongoing
operations together with funds which will be available
through its right to borrow funds pursuant to the DIP
facility will provide Paragon with sufficient cash to pay
for its post-petition utility services on a current basis.  

The company's excellent pre-petition payment history, its
ability to pay for future utility services, the entitlement
of the utility companies to an administrative expense
priority and the court's adoption of an expedited review
process are deemed to be adequate assurance to the utility
companies.  The utility companies are, by this order,
restrained from discontinuing or altering service to the
debtor during the pendency of the case.


PAYLESS CASHWAYS: Posts Losses and Cuts Workforce
-------------------------------------------------
Payless Cashways said it lost more than $200 million in
the last quarter of 1997 and will eliminate 25 percent of
its headquarters work force and two of its regional
offices, in Dallas and Indianapolis. The announcement came
just seven weeks after the Kansas City-based home
improvement retailer emerged from Chapter 11 bankruptcy
reorganization. Payless said it lost $201.8 million in
the fourth quarter, compared with net income of $5.56
million a year earlier.

When extraordinary items are excluded, Payless' loss was
$10.4 million for the quarter and $35.5 million for the
year. Net quarterly sales were $504.4 million, down from
$710 million a year earlier.


PAYLESS CASHWAYS: Promotes Three Executives
-------------------------------------------
Payless Cashways Inc. on Thursday announced three executive
changes, including the promotion of Richard G. Luse to
chief financial officer and senior vice president of
finance. Luse was previously vice president and controller.

Robert S. Islinger, previously senior vice president of
marketing, takes on the added responsibility of
merchandising and becomes senior vice president of
marketing/merchandising.

Louise R. Iennaccaro, previously director of field human
resources, has been named vice president of human
resources.

All three will report to Donald Roller, acting chief
executive officer.

The changes came three days after the company announced the
departure of five top executives and said its headquarters
staff would be cut by one quarter.

The 175 positions being eliminated at the company's
headquarters occurred at all levels and in nearly every
department. Also, the company reported earlier this week
that it lost $288.6 million for the year that ended Nov.
29.

Payless emerged from a 4 1/2-month Chapter 11 bankruptcy
reorganization in early December.


PIC INSURANCE GROUP: PA Begins Liquidation Proceedings
------------------------------------------------------
The Pennsylvania Insurance Department today announced that
Commonwealth Court has granted its request to place
financially troubled PIC Insurance Group Inc. (PIC) into
liquidation.

"Liquidation is the best option in this case because it
preserves the company's remaining assets," said Insurance
Commissioner M. Diane Koken.

Based in Fort Washington, Montgomery County, PIC wrote only
medical malpractice insurance, and its business was limited
to Pennsylvania.  PIC stopped writing new business on Jan.
1, 1996.  Eleven months later, the company opted to non-
renew its entire schedule of policies and began to phase
out operations.

PIC's policyholder surplus continued to decline during
1997.  When the company was unable to improve its
deteriorating financial condition, the Insurance
Department, with PIC's consent, petitioned Commonwealth
Court to place PIC in liquidation.  The company does not
have any policies in force.

The liquidation order appoints the Insurance Commissioner
as statutory liquidator of PIC to conclude the company's
remaining business.


POLYMERIX, INC.: Files Petitions for Reorganization
---------------------------------------------------    
Polymerix, Inc. (OTC-BB: PLXX) and its wholly owned
subsidiary, Trimax of Long Island, Inc. announced today
that they had filed voluntary petitions for reorganization
under Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
New York, Hauppauge, before the Honorable Melanie L.
Cyganowski.

Trimax of Long Island, Inc. is engaged in the business of
manufacturing plastic lumber from recyclable plastic waste.  
Polymerix, Inc. is the holder of the patents utilized by
Trimax.

The debtors indicated that IMP Properties Corporation-NY, a
pre-petition secured lender to the debtors, had agreed to
continue funding Trimax's operations on an interim basis,
subject to court approval.


THE WIZ: Seeks 60-Day Extension to Assume or Reject Leases
-----------------------------------------------------------
The Wiz, Inc. et al., debtors submitted a motion for an
order extending for sixty days the period within which the
debtors may assume or reject unexpired leases of non-
residential real property.  The extension, if approved  
would extend the period to and including April 17, 1998.

The debtors are a party to approximately 55 unexpired
leases.  The leases are potentially valuable assets of the
debtors' Chapter 11 estates.  The debtors together with
their real estate consultant, DJM Asset Management, are
activley engaged in the process of evaluating each lease to
determine which leases are valuable and likely to be
assumed and subject to court approval, potentially
assignable to third parties.


US ONE: Disclosure Statement and Joint Liquidating Plan
--------------------------------------------------------
The debtors, US One Communications Corp., US One
Communications Services Corp., and US One Communications of
New York, Inc. filed a Disclosure Statement dated January
16, 1998.

A summary of the classification and treatment of claims and
interest under the plan is as follows:

Administrative claims are unimpaired and the estimated
claim amount is $16.7 million.  

Priority Tax Claims are unimpaired and the estimated claim
amount is $2.1 million.

Class 1 Priority Non-Tax Claims are impaired.   No
postpetition interest will be received on such claims.  The
estimated claims amount is $120,000.

Class 2 Secured Claims are impaired. Each holder will
receive cash or the reorganized company will abandon the
property that secured the allowed claim.  Deficiency claims
shall be treated as a class 3 claim. Estimated claim amount
is $1 million.

Class 3 Unsecured Claims are impaired. Each claimant will
receive a pro rata share of the unsecured claims
distribution amount.  Estimated claim amount is $72.1
million.

Class 4.1, 4.2, 4.3, 4.4 Interests - Impaired.  Each holder
will receive its pro rata share of the equity interest
distribution amount.  The total estimated claim amount is
$72.5 million, which represent 5% recovery as a percentage
of the claim.(This excludes $4 million Escrow Share
Portion)

Class 5 Interests - Impaired. No distribution.  The common
Stock shall remain outstanding. There is no estimated claim
amount.

Class 6 Interests - N/A

The debtors continue to operate their business.  The
debtors and Lucent Technologies, Inc. settled a
$69,533,808.19 proof of claim for the sum of $45 million.

The debtor also negotiated a settlement with CSC
Outsourcing, Inc. on an unsecured claim in the amount of
$5,497,793.14 allowing Outsourcing an unsecured non-
priority claim in the amount of $5,242,000.

The debtors entered into a certain Purchase Agreement dated
as of October 17, 1997 between the debtors and WinStar
Communications, Inc. and WinStar Acquisition Corp., which
is attached to the plan in its entirety.


VENTURE STORES: Considers Store Closings
----------------------------------------
Venture Stores Inc. next order of business will be weeding
out its poorest performing locations after the announcement
January 20, 1998, that the chain filed for protection from
its creditors under Chapter 11 of the federal bankruptcy
laws.

Corporate spokeswoman Tina Schneider said, as yet, there
are no plans to close any of the 93 stores.

Some closings are likely, however, after the company
reviews the profitability of each store, according to a
corporate press release issued Tuesday. No time line has
been set for these reviews, Schneider said. The bankruptcy
filing is aimed at buying time for the O'Fallon, Mo.-based
chain while it repositions its marketing focus, company CEO
Robert Wildrick said in the press release.

The Chapter 11 protection will work hand-in-hand with a new
$190 million debtor-in-possession revolving credit from BT
Commercial Corp. to provide the funds to continue business
operations during the reorganization.

The bankruptcy--filed in Delaware, where Venture Stores
Inc. is incorporated--will allow the company to continue to
keep its stores open while devising a financial
reorganization plan.

No layoffs are planned for store employees, but some jobs
at Venture's corporate office will be eliminated, according
to the company.


WELCOME HOME: To Continue Employ of Real Estate Consults
--------------------------------------------------------
The debtor, Welcome Home, Inc. seeks authorization of the
continued retention of Felenstein Koniver & Associates,
Inc., as retail real estate consultant.

The debtor credits the firm with the termination of 23
store leases, the negotiation of rent reductions in annual
savings of $185,000 and the recovery of over $70,000 in
"tenant allowance" money.

The debtors would like to continue to retain the firm
because the process of evaluating store leases and
negotiating lease concessions is not complete.

The firm ahas agreed to a substantial reduction in
compensation, agreeing to reduce its monthly fee to $2,500
from $7,500 and its incentive commission from 12.5% of
rental savings negotiated to 10%.


WESTERN PACIFIC: Motion for Rehearing on Cash Collateral
--------------------------------------------------------
Hunt Petroleum Corporation and GFI Company (Hunt and GFI)
filed a motion for rehearing pertaining to the cash
collateral judgment entered on January 9, 1998 and the
related findings of fact and conclusions of law with
respect to the motion.

Hunt and GFI are creditors of the debtor with an alleged
secured claim in excess of $10.5 million secured by, inter
alia, a perfected lien in some or all of the debtor's
accounts receivable, the debtor's cash collateral, the
debtor's terminal facility at Colorado Springs Airport, and
certain items of the debtor's personal property.

Hunt and GFI entered into a Settlement Agreement with the
debtor and Smith Management Company wherein the Hunt/GFI
claim was assigned to Smith. Hunt and GFI move for
rehearing since the settlement was entered into after the
original hearing authorizing use of cash collateral.

In the event the settlement is not approved, it is
important to Hunt/GFI to preserve their rights.  They
allege new evidence demonstrating that Hunt/GFI were
oversecured as of the petition date, and that the total
collateral position of Hunt/GFI as of the petition date was
greater than that demonstrated at the original cash
collateral hearing.

The court determined that Hunt/GFI's collateral as of the
petition date should be valued at $8,874,000, and the court
declared  that amount as the operative "threshold" of
collateral, above which the debtor may use cash collateral.  
Hunt/GFI claim that approximately $10 million was secured
as of the petition date by property having a value in
excess of the amounts owed.  

Hunt/GFI claim that they are not adequately protected on
their secured claim absent the maintenance by the debtors
of a minimum threshold of cash collateral and eligible,
pledged receivables totaling at or above $10.5 million.


WESTMORELAND COAL: Wants to Extend Houlihan Lokey's Employ
----------------------------------------------------------
Westmoreland Coal Company requests that the court authorize
its Reply to the objection filed by the UMWA 1992 Benefit
Plan and its trustees and the UMWA Combined Benefit Fund
and its trustees (Funds) to Westmoreland's motion to extend
the employment of Houlihan, Lokey, Howard & Zukin
(Houlihan) through June 1, 1998.

The debtor argues that the employment of Houlihan is
critical to the debtors' ability to successfully confirm a  
plan of reorganization and effectively prosecute objections
to any competing plan. The debtor also claims that the  
Funds' Objection contains material misrepresentations.

The debtors allege that the funds' objective is "to deprive
the debtors of the professional services necessary to
contest the Funds on a level playing field."  The debtor
states that Houlihan continues to develop and deliver
complex plan and litigation settlement proposals, that the
debtors face a February 2, 1998 plan deadline and that
Houlihan's input is critical to plan formulation.  

The Funds have given notice that they seek confirmation of
a competing plan on or after January 20, 1998 and that
Houlihan's services will be needed in analyzing and
opposing such a plan.


Meetings, Conferences and Seminars
----------------------------------

January 29-February 1, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      37th Southern District Annual Meeting
         Plaza San Antonio, San Antonio, Texas
            Contact 1-972-285-0391

February 5-7, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 19-22, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Universal City Hilton Hotel
         Los Angeles, California
            Contact 1-310-470-8487

February 22-25, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 19-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

March 26-29, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

April 30-May 3, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 22-25, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club
         Cape Cod, Massachusetts
            Contact 1-617-720-1355

May 31-June 5, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 8-9, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-14, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

August 6-9-1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
October 16-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                        ---------

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 * * *