TCR_Public/980211.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      
      Wednesday, February 11, 1998, Vol. 2, No. 29                     
                    
                      Headlines

BARNEY'S: Files Claims Objections
BARNEY'S: Seeks Extension for Leases
BARNEY'S: Seeks Reconsideration of Administrative Claims
BN1 TELECOMMUNICATIONS: Hearing on Financial Consultants
BN1 TELECOMMUNICATIONS: Taps Ohio Regulatory Counsel

BIDERMANN: Rockey Selected as Chairman and CEO
COLOR TILE: Creditor Objects to Payment for Counsel
COMPUSERVE: Announces 500 Layoffs
CONSOLIDATED STAINLESS: Seeks Extension for Leases
CRAIG ELECTRONICS: Seeks to Establish Settlement Authority

DOW CORNING: Amended Plan Filing Seen in Mid-February
GULF RESOURCES: Wants to Expedite Aircraft Lease
HUNTWAY PARTNERS: Improved Earnings Result of Restructuring
L.A. GEAR: Stock is Worthless - But Trading
LEVITZ FURNITURE: Committee Objects to Payment of Taxes

MARVEL: Trustee Seeks Toy Biz Hearing Delay
MAX: Loses in Court - Still Flying
MOBILEMEDIA: Monthly Operating Report for December
MOLTEN METAL: Hearing on Employment of Special Counsel
MONTGOMERY WARD: Santa Fe Property to be Sold

MONTGOMERY WARD: Seeks Approval of Protection Stipulation
MONTGOMERY WARD: Seeks Extension on Leases
MONTGOMERY WARD: Seeks Order to Assume or Reject Leases
MONTGOMERY WARD: Will Sell Two Properties
PARAGON TRADE: Wells Fargo Tries to Collect on $5M Loan

RELIANCE ACCEPTANCE: Signs Agreement with Ugly Duckling
THE WIZ: Equipment Lessors Lose Bid To Stay Sale Order
UNISON HEALTHCARE: Threatened by Bankruptcy
UNITED TIMBER: Files for Bankruptcy in Chapter 11
VENTURE: Announces Closing of 20 Stores

VITALE ENTERPRISES: Applies to Extend Exclusivity
WESTERN PACIFIC: Denver Seeks Relief on Facility Charges
WESTERN PACIFIC: Employer's Life Seeks Relief from Stay
WESTERN PACIFIC: Shutdown Causes Fare Increases


                     *********

BN1 TELECOMMUNICATIONS: Hearing on Financial Consultants
--------------------------------------------------------
A hearing will be held on February 24, 1998 on the
application of the Unsecured Creditors' Committee of BN1
Telecommunications, Inc. to approve the employment of
Cornwell Consulting Services, Inc. as financial and
telecommunication consultants to the Committee.


BN1 TELECOMMUNICATIONS: Taps Ohio Regulatory Counsel
----------------------------------------------------
BN1 Telecommunications, Inc. seeks to employ Muldoon &
Ferris as Ohio regulatory counsel for all matters arising
under the laws of Ohio relating to the regulated
telecommunications business and all matters pending or
arising under the authority of the Public Utilities
Commission of Ohio.

BN1 seeks to retain the firm at the regular hourly rate of
$165. per hour per attorney plus expenses incurred.


BARNEY'S: Files Claims Objections
---------------------------------
Barney's, Inc. has given notice of its First Omnibus
Application and Objection to Claims. These claims represent
duplicate claims or amounts in excess of the amount that
the Debtors books and records show is owing to the
creditor. A hearing has been scheduled on March 12, 1998 at
10:00 a.m. for an order disallowing and expunging or
reducing certain claims. A Second Hearing has been
scheduled on April 15, 1998 for remaining creditors who
have filed timely objections to Barney's claims objections.


BARNEY'S: Seeks Extension for Leases
------------------------------------
Barney's, Inc. is seeking an extension of time to assume or
reject certain unexpired leases of nonresidential property
for 120 days through and including June 22, 1998. The
leases involve properties owned by certain objectants,
Northwestern Mutual Life, Joseph M. Muscarelle, Inc., and
Fifth Avenue of Long Island Realty Associates.


BARNEY'S: Seeks Reconsideration of Administrative Claims
--------------------------------------------------------
Barney's is asking the court to reconsider its order to pay
administrative priority expense claims of certain vendors
of the restaurant formerly known as Mad. 61 and formerly
managed by Circle Management, Ltd. The restaurant is
located in Barney's retail fashion store in New York.
Barney's asserts that Circle entered into these vendor
contracts, as an agent of Barney's, which Barney's denies.
Therefore, Barney's cannot be held liable to these vendors.


BIDERMANN: Rockey Selected as Chairman and CEO
----------------------------------------------
The steering committee of institutional holders of debt of
Bidermann Industries Corp. today announced the selection of
Robert D. Rockey, Jr. to become the Chairman and Chief
Executive Officer of the company upon confirmation and
consummation of the plan of reorganization proposed by
Timothy R. Coleman as Plan Facilitator.  

A hearing to confirm the proposed plan of reorganization is
scheduled for March 30, 1998.  

The institutional holders of the debt are Angelo, Gordon &
Co., Donaldson, Lufkin & Jenrette Securities Corporation,
ING Baring (U.S.) Capital Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.  The institutional
holders hold debt claims against Bidermann Industries Corp.
and affiliates aggregating approximately $311.0 million.  

The institutional holders are being advised by Gleacher
NatWest Inc. and Weil, Gotshal & Manges LLP.  


COLOR TILE: Creditor Objects to Payment for Counsel
---------------------------------------------------
W.M. Grace Development, an unsecured creditor in the case
of Color Tile, Inc. and its affiliated companies as
debtors, objects to the proposed form of the contingency
fee agreement between the Committee and Winsted Sechrest &
Minick, PC.  The creditor states that monthly compensation
without further order from the court is especially
troubling in that the firm can act at its whim without
seeking approval from the court, as any entity purporting
to act for the benefit of a debtor or interested party
must.

The creditor asks that the court monitor the disbursal of
fees and costs to the firm and that the Committee submit a
new order providing that the firm seek court approval
before apportioning any proceeds of the lawsuit.


COMPUSERVE: Announces 500 Layoffs
---------------------------------
A week after America Online took it over, CompuServe Corp.
said it will cut 500 employees as part of the
reorganization. Company officials say the takeover brought
a duplication of positions and the cuts would make
CompuServe more efficient.

Workers were being offered severance packages of at least
six months' salary, officials said. Most of the layoffs
involve a customer service center in Columbus. H&R Block
announced this month it had completed a deal to sell
CompuServe to WorldCom Inc. in a stock-for-stock
transaction worth $1.3 billion. WorldCom, in turn, traded
CompuServe's content and subscribers to AOL.


CONSOLIDATED STAINLESS: Seeks Extension for Leases
--------------------------------------------------
A hearing has been set for an extension of time to assume
or reject unexpired leases of nonresidential property on
February 10, 1998 at 1:00 p.m. in the District of Delaware.


CRAIG ELECTRONICS: Seeks to Establish Settlement Authority
----------------------------------------------------------
Craig Consumer Electronics, Inc. seeks to modify the
procedures and establish the settlement authority regarding
the compromise of controversies and to establish settlement
authority for certain classes of their accounts receivable
claims. They have proposed these settlement ranges:

(1) Accounts less than $7,500: Debtor can make settlements
    without further notice;

(2) Accounts between $7,500 and $20,000: If settlement
    represents a minimum recovery of at least 60%, Debtor can
    make settlements without further notice;

(3) Accounts greater than $20,000: All proposed settlements
    will be noticed to the 20 largest creditors.


DOW CORNING: Amended Plan Filing Seen in Mid-February
-----------------------------------------------------
On February 9, 1998, Federal Filings Inc. reported that Dow
Corning will file an amended plan of reorganization around
Feb. 17 addressing some of the issues raised by the
bankruptcy court when it suspended the disclosure statement
hearing in November.  The amended plan will "be looking at
the four or five points Judge [Arthur] Spector raised at
the Nov. 20 hearing," Dow Corning spokesperson
Kevin Wiggins reportedly said.


GULF RESOURCES: Wants to Expedite Aircraft Lease
------------------------------------------------
Gulf Resources Corporation, Debtor, seeks to expedite the
assumption or rejection of an aircraft lease by Textron
Financial Corporation. The amended notice of hearing is now
set for March 18, 1998 in the Western District of Texas.


HUNTWAY PARTNERS: Improved Earnings Result of Restructuring
-----------------------------------------------------------
The Los Angeles Daily News reported on 2/07/98 that
Huntway Partners L.P. reported a second consecutive annual
net income after years of losses.  The Newhall-based maker
of liquid asphalt says its improved earnings are the
result of debt restructuring, lower operating and interest
costs, and an improving economy.

The company wiped out $71.7 million in debt after emerging
from a prepackaged bankruptcy in December 1996. However, in
October 1997, it issued $21.8 million in convertible debt.
Total debt now stands at $37.8 million.  For the fourth
quarter, Huntway reported a net income of $35,000 (less
than a cent a share) on revenues of $25.5 million. That
compares with a net income of $56 million ($3.20) on
revenues of $25 million a year ago. But 1996 results
include a $58.7 million extraordinary gain related to the
restructuring of debt and a $2.18 million one-time charge
in refinancing costs.

Without the one-time gain and charge, Huntway would have
reported a loss from operations of $565,000 (3 cents) for
the 1996 fourth quarter.


L.A. GEAR: Stock is Worthless - But Selling
-------------------------------------------
According to an article in the Austin American-Statesman,
on February 7, 1998, the common stock of bankrupt L.A. Gear
Inc. is worthless, but in the stock market, investors were
paying 19 cents a share for L.A. Gear on Tuesday -- an 850
percent increase from the year-end price of 2 cents.

On Jan. 27 volume was listed as 102,900 shares on the
Nasdaq Bulletin Board, an unregulated electronic
marketplace. On Jan. 14 a total of 1.27 million shares
changed hands. The closing price that day: 10 cents a
share.

On Jan. 27, L.A. Gear's bid price was 15 cents while the
asked was 19 cents. In other words, to buy the stock you'd
have to pay 19 cents a share. But if you tried to
immediately sell it back to one of the market makers, you'd
get 15 cents -- an instant loss of 21 percent to the
investor and potentially a tidy profit for the brokerage.

The brokerages can argue that they're keeping the spread on
L.A. Gear nice and wide for themselves because, after all,
the stock is probably worthless -- so they're taking a lot
of risk holding any shares. But then, why should a
probably worthless stock be allowed to trade at all?


LEVITZ FURNITURE: Committee Objects to Payment of Taxes
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Levitz
Furniture Incorporated and its affiliated debtors objects
to the motions requiring the debtor to pay real estate tax
obligations arising under leases of non-residential
property.

To date, the debtors have paid only the portion of real
estate taxes on leased properties that correspond to the
post-petiton use of the leased premises.

The Committee believes that the weight of the case law
supports the debtors' application of an allocation.  The
Committee's analysis shows that the cost to the estate to
make tax payments substantially exceeds the cost of payment
at a later date.  The movant- landlords argue that the
prepayment of some of the taxes will avoid penalties, which
is true, but the cost of borrowing under the DIP and the
fact that these leases may be rejected more than make up
for the cost of the penalties in the Committee's opinion.


MARVEL: Trustee Seeks Toy Biz Hearing Delay
-------------------------------------------
On February 9, 1998, Federal Filings, Inc. reported that  
Marvel's Chapter 11 Trustee is seeking to adjourn the
hearing on the disclosure statement related to the
reorganization plan submitted by Toy Biz Inc. for
60 days, until about March 30.  In light of the recent
ruling denying his bid to employ his firm as counsel,
Trustee John Gibbons is seeking to adjourn the Toy Biz
disclosure statement hearing currently set for Feb. 13.  
Gibbons appealed the ruling last week.


MAX: Loses in Court - Still Flying
----------------------------------
The Denver Post reported on 2/07/98 that commuter airline
Mountain Air Express lost a crucial bankruptcy-court battle
Friday but said it intends to keep flying.

U.S. Bankruptcy Court Judge Sidney Brooks ruled that
defunct Western Pacific Airlines and its financial partner
need not pay $508,000 that Mountain Air Express, known as
MAX, says it is owed. The decision was significant because
MAX is obligated to make a $250,000 payment Monday for the
four aircraft it leases from Dornier Aviation. MAX,
which filed for bankruptcy protection in early November,
does not have enough cash on hand to make the lease
payment.

Brooks said that even though it appeared that MAX is owed
the money, the court could not give MAX special status over
the dozens of other creditors who have claims against
WestPac.  MAX said that before WestPac shut down, WestPac
had agreed to pay $508,000 for flights MAX had made to
deliver commuter passengers to WestPac's Denver hub.


MOBILEMEDIA: Monthly Operating Report for December 31
-----------------------------------------------------
On January 30, 1998, MobileMedia Corporation, MobileMedia
Communications, Inc. and all of the subsidiaries of
MobileMedia Communications filed their monthly operating
report for the month ended December 31, 1997.

On January 27, 1998, the Companies filed with the
Bankruptcy Court the Companies' joint plan of
reorganization. On February 2, 1998, the Companies filed
with the Bankruptcy Court the Companies' disclosure
statement to the Plan.  Operating expense and EBITDA for
December 1997 include the favorable impact of a $4.0
million reversal of previously recorded 1997 telephone
expense accruals. The primary reason for the reversal is
due to the Federal Communication Commission's ("FCC")
recent clarification of interconnection rules.

The Company filed its Joint Plan of Reorganization with the
Bankruptcy Court on January 27, 1998, which provides for
such a change of control. The Company believes that the
Joint Plan of Reorganization will meet the conditions of
SECOND THURSDAY if consummated, but there can be no
assurance that the Joint Plan of Reorganization will be
consummated. In the event that the Company were unable to
consummate a Plan of Reorganization that satisfies
the conditions of SECOND THURSDAY, the Company would be
required to proceed with the hearing, which, if adversely
determined, could result in the loss of the Company's
licenses or substantial monetary fines, or both.

Bad debt expense is $0.8, $3.5 and $3.7 million,
respectively in December, November and October. The lower
December bad debt expense reflects a change in the
provision due to higher cash collections in the fourth
quarter of 1997 than originally forecast.

NET REVENUE  for the month ending December 31, 1997 was
$35,608 and Net Loss for the same period was ($13,501).


MOLTEN METAL: Hearing on Employment of Special Counsel
------------------------------------------------------
A hearing will be held on February 25, 1998 on the debtors'
application for authority to employ special governmental
counsel, Latham & Watkins.


MONTGOMERY WARD: Santa Fe Property to be Sold
---------------------------------------------
On January 30, 1998 Montgomery Ward entered into an
agreement for Albertson's, Inc. to purchase a closed store
property in Santa Fe, NM. The Buyer has agreed to purchase
the property for $8,100,000. Should the property be sold to
a third party making a higher and better offer, any
competitive offer must be for at least $8,125,000, and each
subsequent bid must be for $25,000 higher than the previous
bid. A hearing on the motion will be convened at the Court
in the District of Delaware on February 26, 1998 at 9:30
a.m.


MONTGOMERY WARD: Seeks Approval of Protection Stipulation
---------------------------------------------------------
Montgomery Ward Holding Corp., et al., and Prudential
Insurance Company of America seek Approval of Adequate
Protection Stipulation and Order and for Other Relief.
Prudential is holder of five Notes in the original
principal amount of $23,700,000 secured by five Deeds of
Trust and collateralized by five separate parcels of
improved real property owned by Debtor MPC. MPC leased
these properties to another Debtor in the case, MWDC. The
leases were each guaranteed by Debtor MW&C.

Prudential asserts that it is entitled to relief from the
automatic stay to pursue its contractual and nonbankruptcy
remedies against the Debtors in connection with the Loan
Documents or adequate protection of its interest in the
Collateral. The Debtors dispute that Prudential is entitled
to relief from the automatic stay.

The Debtors and Prudential have resolved their dispute and
wish to have the Court enter the Stipulation and Order
after notice and hearing. The hearing will convene on
February 26, 1998 at 9:30 a.m. in the District of Delaware
to consider the motion.


MONTGOMERY WARD: Seeks Extension on Leases
------------------------------------------
The Debtor is seeking more time to assume or reject certain
unexpired nonresidential real property leases under which
they are lessees or sublessees until August 31, 1998. In
support of their request, the Debtors maintain that they
are still in the process of analyzing the value of these
leases to the performance of their remaining stores.


MONTGOMERY WARD: Seeks Order to Assume or Reject Leases
-------------------------------------------------------
Montgomery Ward Holding Corp. is seeking to assume or
reject nonresidential real property leases on certain
closed and vacated stores. A hearing has been scheduled on
February 26, 1998 at 9:30 a.m. in the District of Delaware
to consider this motion.


MONTGOMERY WARD: Will Sell Two Properties
-----------------------------------------
On February 6, 1998, Montgomery Ward entered into an
agreement with Proffitt's, Inc. to assign and transfer to
Proffitt's all of its rights, title and interest in its
Huntsville, AL property for $2,700,000 and its Omaha
property for $3,000,000. The Debtor is seeking approval of
this agreement, subject to better and higher offers. If the
Debtors accept such an offer, they are required to pay
Proffitt's a fee of $50,000. A hearing on the Motion will
be convened at the Court in the District of Delaware on
February 26, 1998 at 9:30 a.m.


PARAGON TRADE: Wells Fargo Tries to Collect on $5M Loan
-------------------------------------------------------
The Dallas Business Journal reported on 1/30/98 that the
Dallas office of Wells Fargo Bank (Texas) is waiting in
line to collect on a $5 million loan.  The cause is a major
lawsuit that spawned one of the largest judgments ever
for the infringement of a patent: $180 million.  Based in
Houston, the $6 billion bank is a subsidiary of San
Francisco-based Wells Fargo & Co., a $100 billion super-
regional.   

Manufacturers of generic products (like Paragon) usually
license the rights to a patent from brand-name competitors
(like Proctor & Gamble).  But Paragon chose instead to
dispute Proctor & Gamble's patent on plastic gatherers and
used the technology without paying for it. Paragon lost the
gamble. The federal court sided with Proctor & Gamble and
in late 1997 slapped Paragon with the $180 million
judgment.

According to federal documents, Paragon owes loan money to
nine banks, including Wells Fargo's Dallas office. The
bankruptcy put into limbo a $20 million loan from Wachovia
Bank of Georgia.  Also caught for $10 million each are
Chase Securities Inc., Bank of America, Bank of Nova
Scotia, ABN/AMRO North America Inc. and Bank of New York.
Bank of Tokyo and PNC Bank join Wells Fargo at the $5
million level. In all: $85 million in loans.  Plus, Chase
Manhattan Bank in New York has provided another $75 million
for Paragon to continue its day-to-day operations. By law,
Paragon must repay Chase Manhattan before it settles with
the other banks.


RELIANCE ACCEPTANCE: Signs Agreement with Ugly Duckling
-------------------------------------------------------
Reliance Acceptance Group, Inc. announced today an
agreement with Ugly Duckling Corporation (UDC) supported by
Reliance's senior lenders and certain other major
creditors, that would entail servicing by UDC or an
affiliate of the bulk of Reliance's sub-prime auto
portfolio.  The transaction would take place following
confirmation of a Chapter 11 Plan of Reorganization for
Reliance, the principal terms of which have been agreed to
by Reliance, its senior bank lenders and certain of
Reliance's other major creditors, subject to Reliance's
receipt of higher and better offers.  The Chapter 11 case
has been filed today in United States Bankruptcy Court for
the District of Delaware.

Under the Plan, proceeds from the servicing of the Reliance
non-securitized portfolio, which is approximately $226
million at present, will go first to the senior lenders to
pay off their revolving loan, including the approximately
$184 million principal balance, then to other creditors
and, under certain circumstances, to Reliance stockholders.  

The proposed transaction, which has been approved by both
RACC's and UDC's Board of Directors, is conditioned upon
the approval of the Bankruptcy Court and is subject to
higher and better offers.  The parties intend to consummate
the transaction in the first half of 1998, following
confirmation of Reliance's Chapter 11 Plan.

Under the terms of the agreement, upon confirmation of the
Plan, UDC or an affiliate will service and collect
Reliance's portfolio, other than Reliance's
approximately $63 million securitized portfolio, which
beginning February 1, 1998 is being serviced by a separate
third party servicer.  Reliance's senior lenders will
remain in place during the collection of the receivables
with a lending arrangement at reduced fees and interest
rates.

UDC will receive the following: (1) a base servicing fee of
4% per annum, computed monthly, on the declining balance of
the receivables portfolio, or a $15.00 per account monthly
fee, whichever is greater, (2) the first $6 million
(less UDC's up to $1.3 million in collections from the sale
of Reliance's charged-off deficiency backup portfolio) of
cash flow following satisfaction of the bank debt
(including both principal and accrued interest) and 25% of
cash flow thereafter, and (3) the first $1.3 million in
collections from the sale of Reliance's existing charged-
off deficiency balance portfolio.

In exchange for Ugly Duckling entering into the Servicing
Agreement, Ugly Duckling will grant Reliance up to 150,000
privately issued warrants ("Warrants") to purchase shares
of common stock, $.001 par value per share of Ugly
Duckling.  The Warrants will have a strike price of twelve
dollars and 50/100 ($12.50) and will be subject to terms
and conditions still to be negotiated.  For every $1
million received by Ugly Duckling from its 25% cash
flow participation, Reliance would receive 75,000
additional Warrants subject to similar terms and conditions
as the original Warrants.

Reliance will shortly file its Plan of Reorganization along
with a disclosure statement.  It is contemplated that
Nasdaq will delist RACC's shares from trading.


THE WIZ: Equipment Lessors Lose Bid To Stay Sale Order
------------------------------------------------------
As reported by Federal Filings, Inc., on February 9, 1998,
a group of The Wiz's secured equipment lessors lost its bid
to stay the court order approving the sale of substantially
all of the retailer's assets to Cablevision Systems Corp.
for approximately $95 million.  Equipment lessors Sanwa
Business Credit Corp., Bankers Leasing Association Inc.,
and Harris Bank Glencoe-Northbrook N.A. opposed the
sale, asserting that it "impermissibly" attempts to strip
them of key protections provided by the Bankruptcy Code.  
The court denied the group's stay motion on Feb. 5.


UNISON HEALTHCARE: Threatened by Bankruptcy
-------------------------------------------
The Business Journal - Phoenix reported on 2/06/98 that                    
Unison Healthcare Corp., a Scottsdale company in financial
turmoil for the past year, may be on the verge of
bankruptcy.  Last month, three of Unison's subsidiaries
filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code affecting operations in Texas and Indiana.
Unison officials said the move was the result of pressure
from creditors in those states.

In December, Unison borrowed $20 million to help make
payments toward its $100 million long-term debt.
Officials also reported that cash flow from operations and
available capital is insufficient to meet operating
expenses, lease obligations and debt payments.

The company's stock closed at $1.13 per share Feb. 2 and
has traded between $3.94 and 63 cents per share over the
past 52 weeks.   For the nine months ended Sept. 30, Unison
reported a net loss of $8.97 million, or $1.41 per share,
on total revenue of $172.63 million. That compares
with a net loss of $10.69 million, or $2.43 a share, on
total revenue of $104.15 million for the same nine months
of the prior year.


UNITED TIMBER: Files for Bankruptcy In Chapter 11
----------------------------------------------------
United Timber Co. and United Timber Corp. of Dixfield,
companies that own 85,458 acres of timberland and operate
three paper mills, recently filed for bankruptcy under
Chapter 11 in U.S. Bankruptcy Court in Bangor. The
companies plan to restructure debts incurred in the
construction of a new sawmill.

United Timber Corp. listed $929,135 in debts and $11
million in assets. United Timber Co. listed $57 million in
debts and $50 million in assets in the recent court
filings.

The United Timber Co., operates sawmills in Dixfield and
North Anson, and associated dry kilns and secondary
manufacturing facilities, producing eastern white pine
lumber, hardwood lumber, and gun stocks. The company also
owns and operates timber harvesting and trucking
operations.

Over the past two years, the company has invested more than
$36 million to modernize and expand the Highland Lumber Co.
division, investing in sophisticated computer equipment,
automated systems, and machinery to retrieve logs. Highland
is the largest manufacturer of eastern white pine lumber in
the East.  "The filing of the Chapter 11 proceeding was
caused by the new mill costing more than planned and the
start-up of the new mill taking longer and costing more
than expected," said Rand N. Stowell, president and chief
executive officer of the United Timber Corp.


VENTURE: Announces Closing of 20 Stores
---------------------------------------                     
Venture Stores, Inc. announced today that it plans to close
20 stores in six states and a distribution center,
providing the company with additional resources to devote
to its core Midwestern markets during its Chapter 11
reorganization.  The store closings will provide Venture
with the opportunity to reduce losses and improve
cash flow as the company pursues its reorganization
strategy.

"This move will allow Venture to refocus our energies on
improving reliability and providing even better values for
the customers of the stores in our core markets," said
Robert N. Wildrick, the company's chairman and chief
executive officer.  "We are taking the first of many steps
that will be required to rebuild sales and improve
performance at the 73 remaining stores that will comprise a
stronger Venture chain."

Venture will close its remaining eight stores and a
distribution center in Texas; six of its stores in Indiana,
three stores in Topeka and Wichita, Kan.; one store in
Tulsa, Okla.; one store in Rockford, Ill.; and one store in
Joplin, Mo.  (See list for exact store locations.)

The closings will affect a total of approximately 1,530
employees, with eligible associates receiving a severance
package.  Venture will be hiring an outside firm to conduct
store closing sales at the 20 stores that will be
closing.

Venture will operate 73 stores in eight states, after the
closing of the 20 locations is completed.

VENTURE STORE CLOSINGS
    02/10/98

    N. Tulsa
    2029 South Sheridan
    Tulsa, OK  74112

    E. Evansville
    101 North Green River Rd.
    Evansville, IN  47715

    W. Evansville
    2500 First Avenue
    Evansville, IN  47710

    E. Wichita
    2057 N. Rock Rd.
    Wichita, KS  67206

    W. Wichita
    350 S. Tracy St.
    Wichita, KS  67209

    E. Washington
    7339 E. Washington St.
    Indianapolis, IN  46219

    E. Plano
    600 Accent Drive
    Plano, TX  75075

    S. Arlington
    4628 S. Cooper St.
    Arlington, TX  76017

    Irving
    3200 W. Irving Blvd.
    Irving, TX  75061

    Topeka
    5311 Southwest 22nd Place
    Topeka, KS  66614

    Pasadena Park
    6802 Spencer Highway
    Pasadena, TX  77505

    Voss
    7600 Westheimer Rd. Space A
    Houston, TX  77063

    Baytown
    4553 Garth Rd.
    Baytown, TX  77521

    Corpus Christi
    4717 South Padre Island Rd.
    Corpus Christi, TX  78411

    Amarillo
    2610 Soncy Rd.
    Amarillo, TX  79121

    Rockford
    5880 E. State Street
    Rockford, IL  61108

    Joplin
    101 North Rangeline
    North Park Mall
    Joplin, MO  64801

    Washington
    6650 W. Washington St.
    Indianapolis, IN  46241

    South Bend
    4600 South High St.
    South Bend, IN  46614

    Mishawaka
    5802 Grape Rd.
    Indian Ridge Shopping Center
    Mishawaka, IN  46545

    Corsicana Distribution Center
    1600 N. Business 45
    Corsicana, TX  75110


VITALE ENTERPRISES: Applies to Extend Exclusivity
-------------------------------------------------
Vitale Enterprises, Inc., debtors, are seeking an order
extending the exclusive period during which the debtors may
file a plan of reorganization to April 30, 1998 and the
solicitation period to June 30, 1998. The debtors claim
that the suggested extensions are short and reasonable
given the size and complexity of these cases.  The debtors
state that they deserve a realistic chance to negotiate,
propose and seek acceptance of a Chapter 11 plan, and that
competing plans would shake the confidence of the debtors'
employees, suppliers and customers.


WESTERN PACIFIC: Denver Seeks Relief on Facility Charges
--------------------------------------------------------
The City and County of Denver, in connection with its
Municipal Airport System is seeking unpaid facility charges
from Western Pacific Airlines. The unpaid Facility Charges
for January are approximately $1,173,265. Unpaid Passenger
Facility Charges are approximately $244,000 for December
1997 and $175,000 for January 1998. The city contends that
emergency relief is appropriate as Denver is being forced
to extend credit beyond the terms of the post-petition
agreement reached with the Debtor and is incurring damages
of $46,000 per day.


WESTERN PACIFIC: Employer's Life Seeks Relief from Stay
-------------------------------------------------------
Employer's Health Insurance Corporation is seeking
protection regarding its life and health insurance contract
with Western Pacific Airlines. The petitioner asserts that
the Debtor has not made the full payment for medical
insurance premiums due February 1998 nor any payment for
life insurance premiums for January 1998. Employer's Health
does not believe that the grant of an administrative claim
will be adequate protection for their interest. Employer's
Health seeks a determination of the status of the insurance
contract.


WESTERN PACIFIC: Shutdown Causes Fare Increases
-----------------------------------------------
The Gazette reported on 2/06/98 that the shutdown Wednesday
of Western Pacific Airlines triggered immediate fare
hikes in Colorado Springs and likely also will mean higher
fares in Denver.

Some fares, such as those for tickets purchased a week in
advance, are skyrocketing. Tickets on round-trip flights
from Colorado Springs to Miami are going for more than
$1,000, said Jack Armit, owner of Globe Travel Service.
That's more than twice the price just a few months ago, he
said. "There is fair-market pricing, and then there is
gouging. I don't know what else you would call a $1,000-
plus fare," Armit said.

Fares from the Colorado Springs Airport are still at least
50 percent higher than fares on flights to the same
destination from Denver, Armit said. For example, fares to
Los Angeles are $300 from Colorado Springs and $197 from
Denver, he said.

Fares in Denver on routes that Frontier does not serve will
certainly begin increasing within days, said Scott
Hamilton, who publishes a Seattle-based aviation industry
newsletter. Frontier also likely will raise its fares
somewhat, he said.


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A listing of meetings, conferences and seminars appears
each Tuesday.   
Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.  
  
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Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors.   
  
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