TCR_Public/980209.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, February 9, 1998, Vol. 2, No. 27                      
                    
                       Headlines

ALPHASTAR: Class Action against Exec. Officers of Tee-Com
ANCHOR RESOLUTION: Plan Becomes Effective
AVATEX: Balance Sheet Shows Effects of Litigation
BN1 TELECOMMUNICATIONS: To Retain Special Counsel
BIDERMANN: Directors Seek to Terminate Exclusivity

CAMPO ELECTRONICS: Exclusivity Extended to Feb. 14
DART GROUP: Closes Settlement with Herbert H. Haft
DOW CORNING: Reports Lower Profits
FLOWIND: Exclusive Period Extended
GROSSMAN'S: Common Stock Issued by Princeton Services

GULF RESOURCES: Appointment of Charles Bearden, Trustee
INPHOMATION COMMUNICATION: Twenty Largest Unsecured Claims
KAMINE/BESICORP: Rochester Gas Announces Settlement
KENETECH: Joint Venture Acquires Co.'s Altamont Facilities
MILFORD RESOLUTION: To Retain Real Estate Broker

MOUNTAIN AIR: Chapter 11 Affected by WestPac's Failure
NETS INC.: Committee Applies for Special Counsel
OLD AMERICA: Requests Time to Assume or Reject Leases
PAYLESS CASHWAYS: Motion to Disallow Late Proofs of Claim
PHAR-MOR: Store Vacancy Causes New Owner Headaches

PHOENIX INFORMATION: Seeks Order to Pay Employee Severance
RDM SPORTS: Closes Hutch Distribution Center
STRATOSPHERE: Noteholder Panel to Remain Official
THE ELI WITT: Objection of Debtor to Compromise
VENTURE STORES: Texas Store Awaits Court's Decision

WESTERN PACIFIC: Order Entered for Examination
WESTERN PACIFIC: United Airlines Makes Ticket Deal


                      *******


ALPHASTAR: Class Action against Exec. Officers of Tee-Com
----------------------------------------------------------  
Notice was given that a class action lawsuit was filed on
February 3, 1998, in the United States District Court for
the District of Connecticut on behalf of all persons who
purchased or otherwise acquired the common stock of Tee-
Comm Electronics, Inc. between July 31, 1996 and May 27,
1997, inclusive.

The complaint charges the Chief Executive Officer and Chief
Financial Officer of Tee-Comm, among others, during the
relevant time period, with violations of the Securities
Exchange Act of 1934, by, among other things, issuing to
the investing public materially false and misleading
statements and press releases concerning Tee-Comm's
satellite television division, AlphaStar Television
Network, Inc. ("AlphaStar").

Specifically, the complaint alleges that, at all relevant
times, defendants issued a series of statements which
portrayed Tee-Comm and Alphastar in highly positive terms
while failing to disclose that the Company was rapidly
running out of cash, was not generating sufficient new
subscribers and revenue to continue as a going concern and
was nearing insolvency. Because of the issuance of a series
of materially false and misleading statements and press
releases concerning Tee-Comm's financial condition and the
operations of AlphaStar, the price of Tee-Comm common stock
was artificially inflated.

On May 27, 1997, Tee-Comm issued a press release announcing
that the Company's lender had demanded immediate repayment
of all existing credit facilities and that its Board of
Directors had resigned. That same day, Tee-Comm announced
that AlphaStar had filed for bankruptcy. In response to
these announcements, on May 27, 1997, the price of Tee-Comm
stock closed down at $0.50 per share, a decline of 95% from
a Class Period high of $10.1875 reached on September 16,
1996. Thereafter, Tee-Comm's U.S. divisions all filed for
bankruptcy. On June 3, 1997, trading in the Company's stock
was halted and, subsequently, it was delisted from trading
on NASDAQ

ANCHOR RESOLUTION: Plan Becomes Effective
-----------------------------------------
The Second Amended Joint Chapter 11 Liquidating Plan of
Reorganization of Anchor Resolution Corp. and Anchor
Recycling Corporation dated September 17, 1997 became
effective on January 30, 1998.


AVATEX: Balance Sheet Shows Effects of Litigation
-------------------------------------------------
Avatex Corporation has declared its financial status in a
10-Q with the SEC. As of December 31, 1997, the company's
consolidated unaudited balance sheet shows total assets of
$124,180,000, total liabilities and equity of $124,180,000,
and total revenues of $9,797,000.

The "Unusual items" in the condensed consolidated statement
of operations for the three months ended December 31, 1997
primarily represented income from the settlement of certain
pension and other postretirement benefit claims of former
officers and employees. For the nine months ended December
31, 1997, "Unusual items" also included charges incurred in
connection with the settlement of certain litigation with
the Chapter 7 Bankruptcy Trustee of the Corporation's
subsidiary, FoxMeyer Corporation ("FoxMeyer"), and income
from the settlement of litigation primarily with insurance
carriers related to environmental liability claims.


BN1 TELECOMMUNICATIONS: To Retain Special Counsel
-------------------------------------------------
BN1 Telecomunications, Inc.is applying for authority to
employ Christopher D. Leedy as special counsel for a
specified special purpose.  Leedy will be retained  to
prepare and file those federal, state and local tax
returns which Christpher D. Leedy regularly prepared and
filed prior to the petition date.  

Leedy's responsibilities will include preparation and
filing of  federal excise tax returns and the continuation
of representation of BN1 in pending tax matters involving
the Ohio Department of Taxation.

Leedy is not a "disinterested person" as he is the son of
BN1's Vice President of Operations and the nephew of BN1's
former president.  Therefore, BN1 has restricted its
request to the specific authority sought.  Leedy will
charge $100 per hour, plus expenses.


BIDERMANN: Directors Seek to Terminate Exclusivity
--------------------------------------------------
Federal Filings reports on February 5, that in an attempt
to derail confirmation of Bidermann Industries U.S.A.
Inc.'s stand-alone reorganization plan, two board members
are seeking to terminate the company's exclusivity.  The
U.S. Bankruptcy Court in Manhattan has scheduled a March 3
hearing on the request, and is expected to set a plan
confirmation hearing today.


CAMPO ELECTRONICS: Exclusivity Extended to Feb. 14
--------------------------------------------------
Federal Filings reports on February 5, 1998 that the court
has extended Campo's exclusive periods to file a plan and
solicit plan acceptances for 30 days through Feb. 14 and
April 17, respectively.  The retailer, which has said it is
negotiating with its major creditors to develop a
consensual plan, has not yet decided whether to seek an
additional extension in the near future.


DART GROUP: Closes Settlement with Herbert H. Haft
--------------------------------------------------
Dart Group Corporation announced today that it has
consummated the closing under its settlement agreement with
Herbert H. Haft that was executed on October 16, 1997 and
approved at a hearing before the Delaware Chancery Court in
November 1997 as fair, reasonable and adequate to the
company and its stockholders.

The consummation of the closing means that Mr. Haft's
equity interests in, and management involvement with, the
company and its subsidiaries comes to an end. The company
repurchased all remaining equity interests of Mr. Haft in
Dart Group and its two publicly traded majority owned
subsidiaries, Trak Auto Corporation and Crown Books
Corporation for cash.

As part of the settlement, Mr. Haft has also agreed
generally not to acquire stock of the company and its
subsidiaries until October 16, 2007.  In addition,
Mr. Haft resigned from his position as a director and
officer of the company and its subsidiaries. Richard B.
Stone, who has been serving as acting chief executive
officer of the company and its subsidiaries, is expected to
become the chief executive officer.

Consummation of the settlement with Mr. Haft also means
that all litigation between Dart Group and members of the
Haft family has been settled and will be dismissed, and the
company will no longer be subject to the standstill imposed
by the Delaware Chancery Court.

As a result of the settlement closing, the only involvement
of the Haft family in the ownership and management of the
company and its subsidiaries is through the ownership by
Ronald Haft of certain shares of class A non-voting stock
and all of the outstanding class B voting stock of Dart
Group.


DOW CORNING: Reports Lower Profits
----------------------------------
The Baltimore Sun reports on February 4, 1998 that Dow
Corning Corp. said its profit fell slightly in the fourth
quarter.

The company earned $61.4 million, modestly below the $61.5
million earned in the comparable 1996 period. Sales in the
fourth quarter rose 4.5 percent to $668.3 million, from
$639.6 million in the year-earlier period. Sales for the
year rose 4.4 percent to $2.643 billion from $2.532 billion
in 1996.


FLOWIND: Exclusivity for Obtaining Acceptances Extended
-------------------------------------------------------
An Order extending the debtor's exclusive period was
entered on January 30, 1998 by Judge Alan Jaroslovsky.

The debtor, In re Flowind Corporation, was granted an
extension for an additional three months, through and
including April 30, 1998 of the period during which the
debtor has the exclusive right to obtain acceptances of
the plan.


GROSSMAN'S: Common Stock Issued by Princeton Services
-----------------------------------------------------
Princeton Services, Inc. has filed an SEC Form 13G/A
indicating that it intends to issue common stock of
Grossman's Inc.  PSI is a corporate managing general
partner of Fund Asset Management, L.P. and Merrill Lynch
Asset Management, L.P., each of which is a registered
investment adviser under Section 203 of the Advisers Act.


GULF RESOURCES: Appointment of Charles Bearden, Trustee
-------------------------------------------------------
In the case of Gulf Resources Corporation, debtor, an
order was entered on  February 2, 1998 granting the
application for appointment of Chapter 11 Trustee Charles
E. Bearden by the U.S. Trustee's Office.


INPHOMATION COMMUNICATION: Twenty Largest Unsecured Claims
----------------------------------------------------------
Inphomation Communication, Inc. filed a voluntary petition
in Chapter 11 on February 3, 1998.  The company listed
total assets of $1,244,193. and total liabilities of
$26,328,500.

The Creditors holding the twenty largest unsecured claims
are as follows:



Name of Creditor        Nature of claim       Amount
---------------       ----------------      ------
Media Works               trade             $2 Million

Regal                                      $2 Million

TMT Media Corp.           trade            $1,283,147.

IRS                       income tax       $1,016,394.51

King Media, Inc.           trade            $724,000

Great Northern Press       trade            $527,638

Pikesville Pictures        trade            $312,500

Michael W. Lasky                            $250,000

State of California        taxes            $190,415.76       
Employment Development
Dept.

AT&T                       trade            $150,239

T-Square                   trade            $141,300
Publications, Inc.


Schoenfeld Insurance       insurance        $150,000
Assoc. Inc.

Audio Video Color Corp.     trade           $137,848.63

Matrixx Marketing Inc.      trade           $125,942.91

Steven Geller, Inc.         trade           $107,077.94

American Express Corporate                  $95,762.

National Media               trade          $83,000

Shakopee Valley Printing      trade         $60,528.35

Nightstar                    trade          $59,030.94
Entertainment, Inc.   

APAC Teleservices            trade          $58,823.01


KAMINE/BESICORP: Rochester Gas Announces Settlement
---------------------------------------------------
Besicorp Group Inc. acknowledged today that Rochester Gas &
Electric Corp. ("RG&E") announced that it has reached an
agreement in principle with General Electric Capital Corp.
to settle legal proceedings relating to a cogeneration
project in Hume, New York in which Besicorp, through its
subsidiary, Beta Allegany Inc. ("Beta Allegany"), holds a
partnership interest.

The project partnership, Kamine/Besicorp Allegany L.P.
("KBA") has been operating under Chapter 11 of the United
States Bankruptcy Code since Nov. 13, 1995.  Management of
Beta Allegany has been controlled by General Electric
Capital Corp., the project lender, since Nov. 5, 1995, and
Besicorp has not been a party to the discussions leading up
to RG&E's announcement.  The complete terms of the
agreement in principle were not announced, but RG&E said
that is contingent upon reaching finalized agreements
between RG&E and General Electric Capital Corp., as well as
with other interested parties.  Further, RG&E said that the
agreement in principle is contingent upon approval by the
New York State Public Service Commission and United States
Bankruptcy Court.

Besicorp will consult with counsel as to its options with
respect to the agreement.  At the present time, however,
Besicorp is unable to assess the financial impact of the
agreement in principle.  Besicorp specializes in the
development of independent power projects and
energy technologies.


KENETECH: Joint Venture Acquires Co.'s Altamont Facilities
-----------------------------------------------------------
FPL Energy, Inc. today announced that the joint venture
members of Green Ridge Power LLC have completed the
acquisition of 164 megawatts of wind energy facilities
located in the Altamont Pass region of California. The
project was acquired from Kenetech Windpower, Inc., which
is currently operating under Chapter 11 of the U.S.
Bankruptcy Code.

Green Ridge Power LLC is a joint venture led by a
subsidiary of FPL Energy, Inc. and M&N Wind Power, Inc. FPL
Energy is a subsidiary of FPL Group, Inc., which is one of
the nation s leaders in generation of electricity from
clean fuels.  M&N is a joint venture of NEG Micon A/S of
Denmark and Nichimen Corp. of Japan.  The joint venture is
operating the acquired wind turbines.


MILFORD RESOLUTION: To Retain Real Estate Broker
------------------------------------------------
Milford Resolution, Inc. f/k/a Strawberries, Inc. seek
authorization to retain and employ Peter Elliot LLC as
real estate broker to effect a sale of the corporate
headquarters and distribution center located in Milford,
Massachusetts. The debtor is asking that Elliot be
retained for ninety days and that he receive a commission
equal to 3.5% of the gross sale price if there is a co-
broker or 3% of the gross sales price if there are no co-
brokers.


MOUNTAIN AIR: Chapter 11 Affected by WestPac's Failure
------------------------------------------------------
The [Colorado Springs] Gazette reports on February 5, 1998
Mountain Air Express, which began operations 14 months ago
as a WestPac feeder operation, now hinges its hopes on a
shuttle deal with Frontier Airlines. But it's also fighting
to avoid being dragged down in WestPac's tailspin.

MAX, itself in Chapter 11 bankruptcy protection, needs
money immediately. The demise of WestPac threatens to cost
MAX hundreds of thousands of dollars.

MAX President Tom McClain remained optimistic that his
airline can fly through yet another close call. "We
continue on the life-threatening yo-yo over here," he said.

WestPac's decision to allow United Airlines to accommodate
stranded WestPac passengers created one major problem for
MAX: Many of those passengers were scheduled to take part
of their trip aboard a MAX airplane. In effect, WestPac has
handed 15,000 future MAX fliers over to United. And MAX
wants to address that issue in a hearing today in U.S.
Bankruptcy Court in Denver.

"We will take the position in court that Western Pacific
does not have the right to give away our passengers," said
McClain.

An agreement to coordinate flights with Frontier Airlines
went into effect just late last month and it will still
take several weeks before MAX realizes the return - in
terms of passengers - on that deal.

But that's not MAX's only critical concern. When WestPac
shut down Wednesday, it owed MAX $508,000. Most of that -
$358,000 - is money WestPac owes MAX for flying passengers
on one part of a WestPac itinerary.

WestPac collected the full fares, and MAX later would get
paid through an industrywide clearing house. But WestPac
may never again be able to contribute to that clearing
house. WestPac owes the remaining $150,000 to MAX for
operating the eight daily feeder flights between Colorado
Springs and Denver.

"We've carried those passengers and we are, absolutely,
entitled to that money," McClain said. But instead, MAX may
face the fate of every other WestPac creditor - standing in
line for a possibly nonexistent handout. That issue will be
addressed in court Friday.

Both problems are critical, partly because MAX owes nearly
$300,000 to Dornier Aviation, the maker and lessor of MAX's
planes. That payment must be made Friday or MAX could lose
its fleet.

MAX's financial backers, the MAX Acquisition Group, filed a
motion in bankruptcy court claiming MAX doesn't meet all
the financial standards required in their funding
agreement. The court agreed that MAX is in default, which
would allow MAX Acquisition to walk away from the deal
after Friday - a near repeat of the scenario WestPac faced
this week with its backer, New York-based Smith Management.


NETS INC.: Committee Applies for Special Counsel
------------------------------------------------
The Official Unsecured Creditors' Committee requests that
the Court authorize the employment of Posternak,
Blankstein & Lund, LLP under general retainer as special
counsel.  The Committee has recommended to the debtor that
it file a liquidating plan and expects to supervise the
claims objection process.  The Committee desires to engage
the firm of Posternak, Blankstein & Lund for the limited
purpose of providing services to the Committee-limited in
scope to reviewing the Fidelity Claim and prosecuting any
objection the Committee determines to make to such claim
until final resolution.


OLD AMERICA: Requests Time to Assume or Reject Leases
-----------------------------------------------------
Old America Stores, Inc., Old America Wholesale, Inc., and
Old America Store Inc. are requesting time to assume or
reject unexpired leases of nonresidential real property
with respect to The Closing Stores.  

The court entered an order on January 19, 1998 approving
the sale of substantially all of the debtors' assets and
the assumption and assignment of certain executory
contracts and unexpired leases.  Pursuant to the sale
agreement the majority of the debtors' unexpired leases
were assigned to NEWCO, the purchaser of the debtors'
assets.  However NEWCO was also provided with a license to
conduct store closing sales at certain stores.  The
debtors request a 72 day extension, through April 22, 1998
to assume or reject their unexpired leases with respect to
the 9 closing stores designated by NEWCO.

The closing store leases are located in Colorado,
Minnesota, Louisiana, Virginia, North Carolina, Georgia,
and Tennessee.

The requested extension is necessary to meet the debtors'
obligations under the license and sale agreement which
granted NEWCO the right to conduct these sales.


PAYLESS CASHWAYS: Motion to Disallow Late Proofs of Claim
---------------------------------------------------------
The debtor, Payless Cashways, Inc. is seeking an order to
disallow proofs of claim received after January 20, 1998,  
the date of the extension of the Bar Date for certain
creditors.

To date 6,400 proofs of claim or interest asserting
amounts totaling in excess of $1.4 billion have been filed
against Payless.


PHAR-MOR: Store Vacancy Causes New Owner Headaches
--------------------------------------------------
The St. Louis Post-Dispatch reports on February 5, 1998
that the new owner of St. Louis Marketplace, a shopping
center in southwest St. Louis, recently paid the city
nearly $2 million in delinquent real estate taxes, and is
working on a new strategy to fill the center's many
vacancies.

Union Labor Life Insurance Co. took control of St. Louis
Marketplace Friday, months after the original owner
defaulted on Union Labor Life's $30 million mortgage loan.

St. Louis Marketplace has nearly 500,000 square feet of
store space; about 25 percent is vacant. "Phar-Mor was the
biggest single source of the problem," said Steve
Notestine, the Midland principal who was in charge of the
shopping center. "The revenue and drawing power of Phar-Mor
would have made a huge difference."

Phar-Mor was a scandal-ridden discount drug and general
merchandise chain that filed bankruptcy in August 1992,
less than a month after St. Louis Marketplace opened. Phar-
Mor had been one of the four anchors, with 13 percent
of the space. It closed its store there in March 1993.

Midland tried to replace Phar-Mor, most notably with a Shop
'n Save supermarket. That effort failed, in part because of
an unsuccessful attempt to get an additional subsidy from
the city. Phar-Mor's 66,400 square feet is still empty.
That, in turn, has led to other vacancies at the eastern
end of the center.


PHOENIX INFORMATION: Seeks Order to Pay Employee Severance
----------------------------------------------------------
Phoenix Information Systems Corp., Phoenix Systems Ltd.
and Phoenix Systems Group, Inc. are seeking an order
authorizing the debtors to pay terminated employees
severance benefits.

In anticipation of likely terminations due to the closing
of the proposed sale, the debtors request the court's
authorization to pay severance benefits in the form of two
weeks' pay to up to 36 of the debtors' employees.


RDM SPORTS: Closes Hutch Distribution Center
--------------------------------------------
The Cincinnati Post reports on February 4, 1998 that RDM
Sports Group, Inc. has closed its Hutch Sports USA
distribution center in Boone County [KY], affecting about
100 workers, Northern Kentucky officials said Tuesday. The
company consolidated its Greater Cincinnati operations into
the new building last year. The firm's assets were sold
after RDM filed for bankruptcy.


STRATOSPHERE: Noteholder Panel to Remain Official
-------------------------------------------------
Federal Filings reports on February 5, 1998 that
Stratosphere Corp.'s noteholders are gearing up for next
week's trial on the enforceability of Grand Casinos
Inc.'s prepetition commitment to infuse additional funds
into Stratosphere despite losing a bid to disband the
official noteholders' committee.

The court denied the request of the committee, High River
Limited Partnership, and American Real Estate Partners L.P.
after the U.S. Trustee said he would not disband the
official panel while litigation regarding the $60 million
standby equity commitment is pending. After finally
reaching an agreement in December, High River and American
Real Estate, entities controlled by Carl Icahn, and Grace
Brothers Ltd. sought to form an unofficial panel to stand
in the official committee's shoes in pursuing the
litigation against Grand.


THE ELI WITT: Objection of Debtor to Compromise
-----------------------------------------------
The Eli Witt Company, debtor, objects tot he proposed
compromise of controversy with American home Assurance
Company and American International Group, Inc.
( collectively "AIG")

The debtor had discussions with AIG in January, 1998 with
respect to settling certain claims AIG had in this case.  
It was the debtor's understanding in entering into
settlement discussions with AIG that AIG had or would pay
the claim of the State of Alabama and thus would be
subrogated to that party's trust fund claim.  In fact, AIG
has not paid the claim; instead, the debtor has paid it
pursuant to its confirmed plan of reorganization.  Thus the
premise for debtor's entering into a settlement with
AIB is lacking.

The debtor states that it was due to some confusion on the
part of debtor's counsel, that an announcement was made
that the parties reached an agreement.  The court entered
an order allowing a subordinated administrative claim in
the amount of $550,000 and an unsecured claim in the amount
of $864,000.

The debtor believes that notwithstanding its attorney's
announcement to the court, the proposed compromise is not
appropriate in that it provides AIG with an administrative
claim to which it is not entitled.  The debtor now feels
it is necessary to withdraw its agreement to the proposed
compromise and object to its becoming final.


VENTURE STORES: Texas Store Awaits Court's Decision
---------------------------------------------------
The Fort Worth Star-Telegram reports on February 5, 1998
the fate of Tarrant County's [TX] last Venture store, at
4628 S. Cooper St., and its 75 employees hung precariously
as the retailer awaited word from federal bankruptcy court
about the destiny of its remaining 102 units.


WESTERN PACIFIC: Order Entered for Examination
----------------------------------------------
An order was entered on January 29, 1998 by Judge Sidney
Brooks, setting a hearing date of January 30, 1998
regarding the ex parte motion of the Official Unsecured
Creditors' Committee's for examination and production of
documents of The Seabury Group, LLC, Wexford Management
LLC, John Lancey, Smith Management Company, Western
Pacific Airlines, Inc. and Frontier Airlines, Inc.


WESTERN PACIFIC: United Airlines Makes Ticket Deal
--------------------------------------------------
The Denver Post reports on February 5, 1998 that United
Airlines said it will honor the reservations of WestPac
passengers holding paper tickets for travel today, while a
more elaborate deal concerning other WestPac tickets is
considered by a federal bankruptcy judge.

That deal, crafted by United and WestPac officials in
meetings throughout Wednesday, will be presented to U.S.
Bankruptcy Court Judge Sidney Brooks at a hearing this
afternoon. At a packed bankruptcy court hearing Wednesday,
WestPac lawyers and company officials said the airline had
worked out a deal with its chief lender under which the
carrier's 1,500 employees will be paid in full for all work
they perform for WestPac.

Officials of the airline urged employees to report for work
today, although they acknowledged that many will be sent
home immediately. The airline employs about 600 at its DIA
hub, about 700 in Colorado Springs and about 150 at the
airline's field stations around the country.

Company attorney Christian Onsager said the airline wanted
an orderly shutdown. It completed its Wednesday flight
schedule to get passengers, planes and flight crews back to
DIA. The court authorized WestPac's jet-fuel supplier to
cut off shipments to the airline as of today. "This is the
most disappointing day in my life and in the lives of
virtually all Western Pacific employees," said company
President Robert Peiser. WestPac had been showing
"significant signs of a turnaround" in recent weeks, he
added, and, "I continue to be perplexed by the precipitous
actions of our lender."

That lender, Smith Management Co. of New York, said Monday
that it would no longer finance the bankrupt carrier's
recovery. It had invested about $23 million in WestPac.

The deal with United covers passengers who paid for their
tickets with credit cards. It calls for United to be paid
one-half of the face value of WestPac tickets, up to a
total of $6 million, and 60 percent of the value of tickets
above that. Money to reimburse United is held by credit
card companies.

WestPac's bankruptcy estate will keep the balance of the
tickets' value. These ticket proceeds held by the credit-
card companies are one of the few identifiable assets of
the bankrupt airline.

The United ticket deal is similar to one that WestPac and
its lender proposed to strike with Frontier Airlines.

But Peiser said United could accommodate WestPac passengers
better than
Frontier because United flies to all of WestPac's
destinations, while Frontier serves roughly half. Frontier
had offered to cover WestPac's ticket liability as part of
a comprehensive proposal under which Frontier would acquire  
as many as four of WestPac's planes and hire as many as 175
WestPac workers.

Frontier President Sam Addoms acknowledged Wednesday that
United's offer was superior to his because it covered more
WestPac's destinations. Addoms said Frontier still is
interested in leasing two of WestPac's planes and his
airline will consider adding former WestPac destinations
that Frontier does not currently serve.

In its earlier proposal to lease WestPac planes, hire
WestPac workers and fly ticketed WestPac passengers,
Frontier had said it might take over WestPac stations in
San Diego and Dallas and start serving those cities with
Frontier flights.

But Addoms said such expansion is less pressing now that
its proposed deal with WestPac appears dead. Asked if
United made its offer to accommodate WestPac passengers to
deny Frontier revenue, Addoms said, "I do not entirely
understand United's motives."

                          -----------

A listing of meetings, conferences and seminars appears
each 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  * * *