TCR_Public/980213.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R
      
     Friday, February 13, 1998, Vol. 2, No. 31                     
                    
                   Headlines

BN1 TELECOMMUNICATIONS: Meeting of Creditors
CALDOR: Seeks Exclusivity Extension Through September 1
ELDER-BEERMAN: SEC Approves Plan to Issue Company Stock
GUY F. ATKINSON: Interim Cash Collateral Budget
GUY F. ATKINSON: Seeks to Hire Responsible Officer

L.A. GEAR: Files Plan and Disclosure Statement
L.A. GEAR: Reaches Agreement with Committee to Restructure
MAC PLASTICS: Plastics Firm in Bankruptcy
MOLTEN METAL: Delisted By the Nasdaq Stock Market
MOLTEN METAL: Former Chairman Defends Firm in Testimony

MOUNTAIN AIR: Deadline looms for Airline
OXFORD HEALTH: Issues Senior Secured Note
PARAGON TRADE: Enters into Joint Defense Agreement
SAMMI ATLAS: Meeting of Unsecured Creditors
SMITH TECHNOLOGY: Seeks Exclusivity Extension to June

STRAIGHT ARROW PRODUCTS: Modifications to Plan
STRATOSPHERE CORP: Stratosphere Gets OK To Raise Salaries
SUN JET: Will Recall 60 Employees-Begin Service in 90 Days
TOSHOKU AMERICA: Hearing on Employment of Committee Counsel
WESTERN PACIFIC: Committee Requests Conversion to Chapter 7

                    *******

BN1 TELECOMMUNICATIONS: Meeting of Creditors
--------------------------------------------
The meeting of creditors in the matter of In re BN1
Telecommunications, Inc. has been adjourned to February 19,
1998 at 1:00 PM at the United States Trustee's 341 meeting
room located at the Ohio Edison Bldg., Atrium Level, Rm.
120, 76 South Main Street, Akron, Ohio 44308.


BOYDS WHEELS: Files for Chapter 11
----------------------------------
Boyds Wheels, Inc. (NASDAQ:BYDS) announced January 30,
1998, that it has filed for Chapter 11 under the Federal
Bankruptcy laws. The company filed its case in the Central
District of California, Santa Ana Division.

After an intensive review of the environment and the
company's operations, the Board of Directors determined
that a major reorganization of the business, a Chapter 11
filing, was necessary to ensure the company's long-term
survival.

"Until a reorganization plan becomes effective, the law
precludes Boyds from paying its vendors for goods and
services received prior to the filing," according to
Jeffrey I. Golden, of Albert, Weiland & Golden, LLP,
counsel to Boyds. "However, invoices for goods and services
received after the filing will be afforded administrative
priority status."

Founded in 1988, Boyds Wheels, Inc. designs, manufactures
and markets high-quality aluminum wheels and related
products for the specialty automotive and motorcycle
aftermarkets. The company's wholly owned subsidiary,
Hot Rods by Boyds, is a global leader in the design and
manufacture of custom cars and hot rods for individual
clientele. Boyds Wheels is headquartered in Stanton,
California.


CALDOR: Seeks Exclusivity Extension Through September 1
-------------------------------------------------------
Federal Filings Inc. reported on February 11, 1998, Caldor
Corp. is seeking another six-month exclusivity extension.  
Caldor said confirmation of a reorganization plan is
achievable as early as June.

"Having concluded that their Business Plan is working and
the company has achieved significant EBITDAR results, the
Debtors are now poised to negotiate and confirm a plan of
reorganization," the discount department store chain said
in a Feb. 2 application. Caldor asked the court to extend
the company's exclusive periods for filing a plan and
soliciting plan acceptances from Feb. 28 to Sept. 1 and
from April 30 to Oct. 30, respectively.


ELDER-BEERMAN: SEC Approves Plan to Issue Company Stock
-------------------------------------------------------
As reported by the Dayton Daily News on February 10, 1998,                        
Elder-Beerman Stores Corp. said it has received approval
from the Securities & Exchange Commission to proceed with
its plan to become a publicly traded stock company. Elder-
Beerman shares, trading under the ticker symbol EBSC, are
expected to begin trading this month on the Nasdaq National
Market System.

The company's application with Nasdaq is currently pending.
After emerging from bankruptcy reorganization Dec. 30, the
company will begin distribution of 12.3 million shares of
new Elder-Beerman stock in exchange for creditor claims
around Feb. 15.


GUY F. ATKINSON: Interim Cash Collateral Budget
-----------------------------------------------
The debtors' authority to use collateral and cash
collateral currently expires on February 15, 1998. The
debtors seek to extend the third cash collateral order, for
four additional weeks, until March 15, 1998.

The debtors seek authority to use cash from Pool II for the
period from February 1 to March 15, 1998 to operate Pool II
Assets. None of these funds would be used to support Pool I
Bonded Projects. Pool II cash remaining at March 15, 1998
would be in excess of $15 million.

During this six-week period, the debtors expect that
between this date and March 15, 1998 they will continue to
accrue payroll and other obligations and will continue to
issue checks to vendors, all of which relate to the
management of the Pool II assets.


GUY F. ATKINSON: Seeks to Hire Responsible Officer
--------------------------------------------------
Guy F. Atkinson Company of California, Guy F. Atkinson
Company, Guy F. Atkinson Holdings, Ltd., debtors and
debtors in possession are seeking authority to employ a
Responsible Officer who would be an officer of one or more
of the debtors.  The person would be selected by the
debtors, the Committee and the Banks with opportunity to
object by the Bonding companies.

The Responsible Officer will advise and consult with an
Executive Committee consisting of the Bonding Companies,
the Banks, The Committee, and the Debtors.

The debtors assert that a responsible officer who has
experience in the construction industry is needed at this
time to take a fresh look at Pool II assets in order to
maximize value for creditors.  In addition, the appointment
of an individual to represent and manage the debtors'
estates is appropriate under the changed circumstances of
these cases. There are five individuals that the debtors
are now proposing.

The remaining assets in Pool II include: 12 joint ventures,
three parcels of real estate, the La Jolla claims, the
Kiani Matter and five active un-bonded projects. More than
1500 claims have been filed against the estate but the
debtor has not yet had an opportunity to process them.


L.A. GEAR: Reaches Agreement with Committee to Restructure
----------------------------------------------------------
L.A. Gear, Inc. (OTC-LAGR) announced today that it has
reached an agreement with an unofficial committee of  
bondholders holding L.A. Gear 7.75% Convertible  
Subordinated Debentures due 2002 concerning the terms of
a comprehensive financial restructuring of the company's  
debt and equity interests.

The agreement between L.A. Gear and the unofficial
bondholders committee provides that holders of the
Debentures will receive up to 2,375,000 shares of a
newly created Series A Voting Participating Convertible  
Preferred Stock. Additional shares of new Series A Voting  
Participating Convertible Preferred Stock will be divided  
among other unsecured creditors, and holders of L.A.
Gear's existing Series B Preferred Stock and Libra  
Investments, L.A. Gear's investment advisor.


L.A. GEAR: Files Plan and Disclosure Statement
----------------------------------------------
L.A. Gear, Inc., filed its Plan of Reorganization and
related Disclosure Statement with the United States
Bankruptcy Court, Central District of California.

The plan and disclosure statement specifically define the
financial restructuring that the company negotiated with  
an unofficial committee representing holders of L.A. Gear's
7.75% Convertible Subordinate Debentures.

The classes of claims and interests established by the plan
and the distributions made to those classes are as follows:

Class    Claim                      Treatment
-----    ------                     ---------
A-1      Allowed secured claim      Unimpaired treatment
         of Congress Financial      
         (Western)

A-2      All other allowed          Unimpaired treatment
         secured claims

B-1      Priority unsecured         Unimpaired treatment
         claims

B-2      Allowed unsecured claims   Unimpaired treatment
         for senior debt

B-3      All other allowed          (Option A) 20 cents
         unsecured claims,          multiplied  by  allowed
         including claims based     amount of claim.
         on 7.75% Convertible       (Option B) 45.3015
         Subordinated Debenture     shares of New Series
                                    A Preferred Stock
                                    for each $1,000
                                    allowed claim

C-1      Existing preferred stock  Less than 5 percent
                                   of the issued and
                                   outstanding shares of
                                   new Series A Preferred
                                   Stock and 100 percent of
                                   the shares of New Common
                                   Stock

C-2      Existing common stock     No distribution

D-1      Securities litigation     No distribution
         claims

Copies of the Plan and Disclosure Statement can be
purchased for the cost of copying from Litigation Graphic  
Technology, 911 Wilshire Blvd., Suite 2095, Los Angeles, CA
90017. Telephone is (213) 624-7595 and fax number is (213)
624-8647.


MAC PLASTICS: Plastics Firm in Bankruptcy
-----------------------------------------
The Pittsburgh Post-Gazette reported on 2/11/98 that            
MAC Plastics, a plastics manufacturing company in
Washington County, intends to sell off its property in U.S.
Bankruptcy Court to satisfy its creditors. The Canton
company owes $6 million to National City Bank and $6
million to unsecured creditors, said Stanley Levine, the
lawyer representing Tygart Valley Complex, owners of the
plant. The documents were filed in federal bankruptcy
court in Pittsburgh on Friday.  Employees who reported for
the day shift Friday were sent home. The Washington County
plant employed about 400 people.


MOLTEN METAL: Delisted By the Nasdaq Stock Market
-------------------------------------------------
Molten Metal Technology, Inc. (Nasdaq: MLTNQ) announced
February 11, 1998 that The Nasdaq Stock Market, Inc. has
delisted the Company's securities from The Nasdaq National
Stock Market, effective with the close of business on
February 10, 1998.

In a letter Molten Metal Technology received on February
10, 1998, Nasdaq stated that the Company's securities did
not meet the minimum requirements of net tangible assets
and minimum bid price, which are $4,000,000 and $1.00 per
share, respectively.  In reaching its decision, Nasdaq
noted the Company's Form 10-Q for the period ended
September 30, 1997 reported total assets of $223,308,927
and net tangible assets of $(43,099,213), and that the
closing bid price for the company's shares on February 6,
1998 was $0.40625 per share.

The Nasdaq Listing and Hearing Review Council may, on its
own motion, decide to review any delisting decision within
45 days after the issuance of the decision.  Furthermore,
Molten Metal Technology may request the Listing Council to
review the decision by filing a written request for review
within 15 days from the date of the decision.  The Company
is currently reviewing Nasdaq's decision and evaluating
what action, if any, it should take in response to this
decision.

On February 3, 1998, the Debtor's lender proposed to commit
to a medium-term loan of $20 million to Molten Metal
Technology, subject to agreement on terms and conditions of
the financing. The Company and the lender are currently
engaged in negotiations with respect to the proposed
financing transaction.  The short-term loan was originally
due on January 30, 1998, but the due date has been extended
until February 13, 1998 to allow time for these
negotiations to continue.  Any proposed financing agreement
will be subject to review and approval by the Bankruptcy
Court following notice and hearing.


MOLTEN METAL: Former Chairman Defends Firm in Testimony
-------------------------------------------------------
As reported by AP Online February 12, 1998, the former
chairman of a company accused of landing millions of
dollars in federal contracts in exchange for contributions
to the Democratic Party said the firm's technologies, not
its donations, led to Department of Energy funding.

William M. Haney III, former chairman and chief executive
officer of Molten Metal Technology in Waltham, Mass., told
a House Commerce subcommittee today that the company's
process for treating hazardous and radioactive waste was  
worthy of federal funding.

Haney told the panel that the $33 million in federal
contract extensions that the company received were
supplemented by tens of millions of private dollars. In
addition, he said, companies such as Lockheed Martin and
Westinghouse also invested in Molten Metal's technology.

"Thoughtful application of Molten Metal's technology has
the potential to save taxpayers billions of dollars in
tackling our biggest environmental challenges," Haney told
the panel today.

The House Commerce Committee has been investigating whether
Molten Metal landed its federal contracts in exchange for
the $62 million it contributed to the Democratic Party and
the $50 million its executives raised for President
Clinton's re-election campaign.

Molten Metal hired as its lobbyist Peter S. Knight, a
former aide to Vice President Al Gore who ran Clinton's
1996 re-election campaign. Gore visited the company's Fall
River, Mass., plant in 1995, declaring Molten Metal a
success story. At a Commerce subcommittee hearing in
November, Knight denied that any political pressure was
used. A month later, Molten Metal filed for bankruptcy.


MOUNTAIN AIR: Deadline looms for Airline
----------------------------------------
The Denver Post reports on February 11, 1998, that Mountain
Air Express has until 5 p.m. Thursday to pay its aircraft-
leasing company about $240,000 in past-due payments.

U.S. Bankruptcy Court Judge Sidney Brooks set the deadline
for resolution of the aircraft rent dispute between the
commuter airline, with more than 200 employees, and Dornier
Aviation, which owns four 32-seat turboprop planes that
Mountain Air Express leases.

"If there is not a monetary cure in all respects by 5
o'clock Thursday, then Dornier has carte blanche to take
control of the aircraft," Brooks said at a Tuesday hearing.
The airline also owes DIA about $240,000, but the court
agreed to a Friday deadline for payment of that bill.

Brooks gave MAX's lender, a Phoenix investment group, the
authority to contribute another $500,000 to the commuter
airline, but lawyers for the group said they did not know
if the lender would convey the funds to MAX. If the Phoenix
investors do so by the Thursday deadline, MAX should be
able to pay Dornier and DIA. A MAX spokeswomen said Tuesday
the airline also is negotiating with another lender for an
additional $1 million.

Brooks used the framework of a decision he made Monday in
the Western Pacific Airlines bankruptcy case to guide his
ruling in MAX's case.


OXFORD HEALTH: Issues Senior Secured Note
-----------------------------------------
On February 6, 1998, the Company issued a $100,000,000
senior secured increasing rate note due February 6, 1999
("Note") pursuant to a Bridge Securities Purchase
Agreement, dated as of February 6, 1998 ("Agreement"),
between the Company and an affiliate of Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ").

The Note will bear interest at prime plus 2.5% per annum
during the first three months, and thereafter the spread
over prime will increase by 0.5% every three months;
provided, however, that the per annum interest rate will
not be less that 10.5%, nor more than 17%. The Company used
the proceeds of the Note to make capital contributions to
certain of its HMO subsidiaries, to pay expenses in
connection with the issuance of the Note and for general
corporate purposes.

In connection with the issuance of the Note, the Company
has paid and will pay commitment and other fees to DLJ and
has granted a security interest in the stock of
subsidiaries and certain other assets of the Company. The
Agreement contains various covenants, financial maintenance
requirements and other restrictions, including, among
others, a covenant prohibiting the payment of dividends on
the Company's common stock.

The Agreement provides that, subject to satisfaction of
various conditions (including the issuance of additional
equity by the Company), the Company may issue to DLJ up to
$100,000,000 of additional Notes. These would be used for
making capital contributions to one or more subsidiaries in
order to satisfy regulatory requirements and for general
corporate purposes.

The Company intends to retire the Note (and any additional
Notes under the Agreement) with the proceeds of more
permanent financing during 1998. The Company's ability to
obtain such financing, and the timing, form and terms
thereof, will depend upon a number of factors beyond the
Company's control, including, among others, general
economic and market conditions.


PARAGON TRADE: Enters into Joint Defense Agreement
--------------------------------------------------
Paragon Trade Brands, Inc. and its Official Committee of
Unsecured Creditors are seeking authority to enter into a
Joint Defense Agreement. The agreement will allow Paragon
and the Committee and its counsel to share information in
Paragon's defense in the pending litigation with Proctor &
Gamble Co. and Kimberly Clark Corp.

Paragon wishes to solicit the input of the Committee on
various strategic and tactical decisions that must be made
in its defense. The company seeks to maintain attorney-
client privilege before sharing any privileged information
or work product materials in the case by first entering
into this agreement.


SAMMI ATLAS: Meeting of Unsecured Creditors
-------------------------------------------
Sammi Atlas Inc., debtor, filed with the Ontario Court a
plan that constitutes a plan of compromise and arrangement,
under the Companies' Creditors Arrangement Act. Notice is
given to the company's unsecured creditors that a meeting
of the creditors will be held on February 25, 1998 at the
Metro Toronto Convention Centre for the purposes of
considering and passing with or without variation, a
resolution to approve the Plan.


SMITH TECHNOLOGY: Seeks Exclusivity Extension To June
-----------------------------------------------------
As reported by Federal Filings, Inc. on February 11, 1998,
Smith Technology has asked the court to extend the
exclusive periods during which the company may file a
reorganization plan and solicit plan acceptances to June 5
and Aug. 4, respectively.

Smith said it needs an extension of the periods, which were
set to expire on Feb. 5 and April 6, respectively, in order
to evaluate the feasibility of reorganizing, by merger or
otherwise, utilizing corporate shell assets and net
operating losses. The company also said it needed
additional time to prepare a long-term business plan that
would form the basis of its proposed reorganization plan.


STRAIGHT ARROW PRODUCTS: Modifications to Plan
----------------------------------------------
An order was entered by Judge Thomas M. Twardowski on
February 6, 1998 approving the modifications to the
debtor's first amended plan of reorganization.

An administrative convenience class was added to the plan
whereby holders of allowed unsecured claims of $1,000 or
less may elect to receive 25% of their allowed claim in a
lump sum payment in full satisfaction of their claim.

Plan confirmation financing has been altered to provide
that the debtor shall obtain a secured revolving line of
credit from AT&T Commercial Finance Corporation. Pursuant
to this line of credit, AT&T will from time to time make
loans or other extensions of credit to the debtor in an
aggregate amount not exceeding at any time up to the lesser
of: (a) the sum of an amount up to 85% of the amount of the
debtor's eligible receivables, plus an amount up to 25% of
the amount of the debtor's eligible raw materials inventory
or (b) $3 million.

In addition AT&T will lend to the debtor a term loan for $1
million.  AT&T will not be obligated to advance funds under
the term loan in excess of the aggregate of 75% of the
orderly liquidation value of the debtor's eligible
equipment, plus 75% of the fair market value of the
eligible real property, in both cases, as determined by
appraisals.

In addition to the revolving credit facility and the term
loan, the debtor shall also obtain secondary financing from
one or more lenders in the aggregate amount of at least
$1.5 million.


STRATOSPHERE CORP: Stratosphere Gets OK To Raise Salaries
---------------------------------------------------------
Federal Filings Inc. reported on February 11, 1998 that
Stratosphere Corp. has gained court approval to increase
the salaries of Andrew Blumen and Thomas Lettero by
$100,000 each and raise their retention compensation to
100% of the executives' salaries.

The increases, retroactive to Dec. 1, will raise Lettero's
salary to $300,000 and Blumen's salary to $325,000. Blumen,
director, executive vice president and general counsel, and
Lettero, chief financial officer, assumed the duties of
chief executive officer and president of Stratosphere when
former CEO and President Richard Schuetz resigned in July.


SUN JET: Will Recall 60 Employees-Begin Service in 90 Days
----------------------------------------------------------                                    
Sun Jet International Airlines will soon fly again, thanks
to financing approved in U.S. Bankruptcy Court.  The
financing termed debtor-in-possession is being provided by
Aviation Industries Corp. and will enable Sun Jet to recall
approximately 60 employees and possibly restart charter
service in 90 days.

"Sun Jet is a recognizable industry name that was
undercapitalized," said John Mansour, former Sun Jet CEO
who will continue to run the airline.  "We feel there is
great potential to create a niche in the charter market,
and with the proper funding, it can be a very successful
operation.  We are keeping together the same management
team, and we anticipate to grow to four aircraft
and 150 employees in eight months."  Sun Jet will operate
DC-9 and MD-80 aircraft, which it is already certificated
for by the FAA.

As part of the approval for the DIP financing plan approved
by the Court, Aviation Industries must file a plan of
reorganization by March 20, 1998. Once the plan is
approved, Aviation Industries will be able to acquire the
assets of Sun Jet, which includes the Operating
Certificate, leases, parts and equipment, employees,
charter contracts, and the Sun Jet International Airlines
name.

Aviation Industries has retained AIBC Investment Services
Corporation to advise it on the reorganization plan,
acquisition of the airline, and to raise additional equity
capital.  "We are looking at this as a forward-looking
investment.  We believe Sun Jet once again can be
profitable because of the nature of the charter airline
industry," said Younis Zubchevich, executive vice
president and director of corporate finance for AIBC.

Added AIBC president John Doukas, "With additional capital,
marketing and its solid management, Sun Jet can be a
significant charter operator.  We will be working with
Aviation Industries to see this happen."  AIBC, based in
Miami with offices in New York, is a 12-year old investment
banking firm.

Sun Jet filed Chapter 11 and suspended operations on June
18, 1997.  The airline has kept its Operating Certificate
active with the FAA, and is working with the U.S.
Department of Transportation to revalidate its fitness
certificate on an expedited basis.

    
TOSHOKU AMERICA: Hearing on Employment of Committee Counsel
-----------------------------------------------------------
A hearing has been scheduled on March 6, 1998 for an order
authorizing appointment of Davis Polk & Wardwell as counsel
to the Official Committee of Unsecured Creditors.


WESTERN PACIFIC: Committee Requests Conversion to Chapter 7
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Western
Pacific Airlines, Inc. request that the court convert the
Chapter 11 case to one under Chapter 7.  The Committee
claims that the continuation of these proceedings is not
beneficial to the estate or its creditors.

The Committee states, "It is obvious to the Committee that
the debtor's estate is being administered for the sole
benefit of Smith. The debtor's management and Smith have an
actual conflict as to the future operation of the debtor
and Smith is exercising its control over the debtor to the
detriment of other creditors.  Furthermore, the Committee
believes various causes of action against Smith will go
unpursued if a trustee is not appointed.

The Committee believes that the only practical option
available for the debtor is liquidation, and an independent
trustee is needed to review the actions of Smith and pursue
appropriate litigation, if necessary.

                    *************

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-
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Debra Brennan and Lexy Mueller, Editors.   
  
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