TCR_Public/980217.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, February 17, 1998, Vol. 2, No. 32                     
                    
                      Headlines

ALLIANCE ENTERTAINMENT: Exclusivity Extended to April 30th
AUTO WORKS: Moves to Sell Accounts Receivable
CALDOR: Receives Yet Another Extension
DOW CORNING: Insurance Company Seeks to Adjudicate Dispute
FARM FRESH: Confident that Plan will be Confirmed

GLOBAL ASSOCIATES: Files for Chapter 11 Reorganization
GOLDRUSH CASINO: Reorganization Plan Approved
HARRAH'S JAZZ: Court Oks Continued Use of Cash Collateral
HARRAH'S JAZZ: Entry of Confirmation Order
HOMEPLACE: To Close 10 Stores

MOBILEMEDIA: Extension of Time to Assume or Reject Leases
OXFORD HEALTH: Buyout Firms to Provide Financing
PARAGON TRADE: Stock Ownership Update
POWER PLUS USA: Pager Company Files for Bankruptcy
RELIANCE ACCEPTANCE: Case Summary & 20 Largest Creditors

RESURGENS: Acquired by World Access, Inc.
SOLV-EX: United Tri-Star to Acquire Working Interest
TOWN & COUNTRY: Creditors Accept Reorganization Plan
VENTURE: Expects Over $32M From GOB Sales
VOICE POWERED TECHNOLOGY: Files Statement and Plan

WASTEMASTERS: Eliminates $16 Million of Debt
WESTERN PACIFIC: Denver Airport Presses WestPac for Taxes

DLS CAPITAL: Bond Pricing for Week of February 9, 1998

                    *******

ALLIANCE ENTERTAINMENT: Exclusivity Extended to April 30th
----------------------------------------------------------
Alliance Entertainment Corp. (OTC Bulletin Board: AETTQ),
announced February 13, 1998 that the Court approved the
Company's request to extend to April 30, 1998 the period in
which the Company has the exclusive right to file a plan of
reorganization.

Eric Weisman, president and chief executive of the Company,
said, "We have retained The Blackstone Group to assist us
in the completion of the sale of certain non-core assets
such as our Castle and Concord labels. Blackstone will also
advise the Company as it moves through the reorganization
process and the evaluation of various reorganization
alternatives, including participation of equity sponsor
groups and/or a Company led stand-alone plan of
reorganization."

In the monthly operating report filed by the Company with
the Office of the United States Trustee, for the month
ended December 31, 1997, Alliance reported on a
consolidated basis a net loss of $121.6 million.  Of the
reported net loss, $115.9 million related to losses from
non-core operations and non-recurring and restructuring
charges attributed to write downs of inventory and accounts
receivable impacted by the closure of various operations;
costs related to the consolidation of the Company's Santa
Fe Springs facility into its Coral Springs Florida
facility; and asset impairment charges due to discontinuing
certain business and sales of non-core assets.


AUTO WORKS: Moves to Sell Accounts Receivable
--------------------------------------------
On March 4, 1998 the debtor, Auto Works, Inc. will move the
court for an order authorizing the debtor to sell to Great
Lakes Bureau, Inc. all of its accounts receivable out of
the ordinary course of business.  Great Lakes Bureau, Inc.
has offered to pay 20 cents on the dollar for the
receivables of the debtor.

The debtor will also move the court for an order setting  
April 30, 1998 as a bar date for both administrative claims
and for pre-petition claims.


CALDOR: Receives Yet Another Extension
--------------------------------------
The Caldor Corporation announced on February 13, 1998 that
the U.S. Bankruptcy Court for the Southern District of New
York has granted the Company an extension of the period
under which it has the exclusive right to file a plan of
reorganization with the Court.  

With the support of its creditor, bank and equity
committees, Caldor received an extension of the exclusivity
period through September 1, 1998.  Likewise, the period in
which the Company can solicit acceptances for the
reorganization plan has been extended through October 30,
1998.  This represents a six-month extension of the
exclusivity period, which had previously run through
February 28, 1998.  

Warren D. Feldberg, Chairman and Chief Executive Officer,
commented, "Over the past year, we have implemented new
strategies under our five-year Business Plan that have led
to significant improvements in Caldor's performance,
including EBITDAR in excess of $50 million for the 1997
fiscal year, an increase of more than $120 million from
1995." He also said that the company plans to emerge from
bankruptcy in the spring of 1998.

In obtaining the extension, the Company cited the
significant progress made towards its reorganization,
including, among other things: increasing gross
margin levels, significantly reducing operating expenses,
increasing efficiencies, increasing the percentage of non-
promotional sales, raising customer satisfaction levels and
gaining greater support and more favorable terms from trade
creditors.  


DOW CORNING: Insurance Company Seeks to Adjudicate Dispute
----------------------------------------------------------
Federal Insurance Company is asking Judge Arthur J. Spector
of the Eastern District of Michigan, Northern Division, to
take another look at its dispute with Dow Corning
Corporation involving a $25 million Directors and Officers
Liability Insurance Policy. Federal asserts its policy does
not provide coverage for the defense of claims raised in
certain shareholder class and derivative actions.

In November 1996, the court denied Federal's initial motion
to lift the stay, but left the door open to review the
matter at another time if circumstances in the case
changed.

The underlying securities litigation that started the
dispute between Dow and Federal has been dismissed as
against the defendant Dow Corning officers and directors.
Therefore, Federal asserts that this is the perfect
opportunity to review the insurance coverage dispute.

Additionally, Federal does not believe Dow Corning's
assertion that the Debtor's reorganization will somehow
resolve the dispute.


FARM FRESH: Confident that Plan will be Confirmed
-------------------------------------------------
As reported in the Virginian Pilot Ledger Star February 11,
a federal bankruptcy judge will decide Friday or Monday
whether to confirm Farm Fresh Inc.'s reorganization plan,
which would allow the proposed acquisition of the Norfolk-
based grocery chain by Richfood Holdings Inc. to proceed.

On Tuesday, Chief Judge Joseph J. Farnan Jr. of the federal
bankruptcy court heard objections to the plan from
creditors and arguments against those objections by
attorneys for Farm Fresh.

If Judge Farnan confirms the reorganization, Richfood would
continue operating the chain under the Farm Fresh name and
would invest $80 million to $100 million to upgrade the 44
stores it is acquiring in Hampton Roads. Three  Rack & Sack
warehouse stores would be converted to conventional  
upermarkets. Nearly all of Farm Fresh's 5,200 employees
would retain their jobs.

The majority of Farm Fresh's creditors will be mostly
repaid under the proposed structure of the reorganization,
but creditors of the holding company receive nothing. Farm
Fresh and FF Holdings are shedding more than $150 million
in debt through the bankruptcy.

Ellen W. Slights, assistant U.S. attorney for the District
of Delaware, objected to confirmation on behalf of the
Internal Revenue Service and other U.S. agencies. She told
the judge that the government had not received adequate
notification of the bankruptcy, the plan and the
confirmation hearing. Slights asked the court to delay the
payout to creditors for six months while government claims,
which take priority, are resolved.

She also questioned other aspects of the plan, including
the tax ramifications of the sale to Richfood, the status
of three federal job discrimination complaints against Farm
Fresh, the nature of environmental liability at two sites
being acquired by Richfood and the release of current
and former executives and directors from liability.


GLOBAL ASSOCIATES: Files for Chapter 11 Reorganization
------------------------------------------------------
As reported in the Washington Business Journal on January
23, Global Associates Ltd., an information technology
government contractor, has filed for Chapter 11 bankruptcy
reorganization.

In its Jan. 8 filing at U.S. Bankruptcy Court in Greenbelt,
the privately held company listed approximately $21.5
million in assets and $31.2 million in debt.

Global estimated it has more than 1,000 creditors.

Global, which has offices in Arlington and Falls Church,
VA, and Silver Spring, MD, employs 340 people. The
Department of Defense, which uses Global's software for
systems analysis and warfare simulation, is its primary
customer.

The company issued a statement that said the action was
taken "after long and exhaustive efforts" to restructure
its debt failed to achieve viable results.

Paul Sweeney, an attorney with Linowes and Blocher in
Silver Spring and counsel for Global, said the filing is
primarily the result of a dispute with the company's main
creditor and not a reflection of Global's financial
performance, which he described as healthy.

He declined to disclose company earnings.

Global's main creditor, Princeton Capital Finance of
Princeton Junction, N.J., has a claim of approximately
$13.1 million, according to the Chapter 11 filing.

"We're trying to overcome our difficulties with Princeton
and have made some progress on an interim agreement,"
Sweeney said. "Failing that, we'll be looking at
alternatives to get a new lender."

Global employees apparently will be unaffected by the
bankruptcy filing, at least in the short run. Sweeney said
they will continue to be paid and that while cost-cutting
measures are being looked at, those measures are not
expected to include layoffs.

Global, established in 1986, also owes more than $100,000
each in fees to law firms Holland & Knight and Howrey &
Simon, both in the District of Columbia.

Jim Hobrock, controller for BGS&G Investment Service of
Cumberland, Md., which is owed more than $208,000,
expressed confidence in Global's ability to pay.


GOLDRUSH CASINO: Reorganization Plan Approved
---------------------------------------------
Goldrush Casino & Mining Corporation announced February 13,
1998 that its wholly owned subsidiary, Dynasty, Inc., a
Nevada Corporation, received approval on February 12, 1998
from the United States Bankruptcy Court on the Dynasty Plan
of Reorganization that was presented to the court and
Dynasty's secured and unsecured creditors.

As previously reported, on February 6, 1998 Dynasty
completed its court approved twelve-percent, 12-month US
$12,000,000 loan from Jockey Games, LLC (JG).  The proceeds
were used to retire the Shaco Inc. first and second
mortgages thereby preempting a foreclosure action from
occurring on March 2, 1998.  An additional US $4,000,000
court approved twelve-month (JG) loan at 14% will complete
Dynasty's Bankruptcy emergence

The Bankruptcy Court also granted (JG) a US $46,500,000 5-
month option to purchase the Dynasty Las Vegas property.  
The 5-month option commenced with today's approval of the
Plan of Reorganization.

Management believes that the option to purchase will be
exercised on or before the court approved time frame.  
Management is working closely with a major tax planning
firm to strategically structure its emergence from
bankruptcy in a manner enabling it to maximize future
investment and development opportunities on behalf of its
Shareholders.


HARRAH'S JAZZ: Court Oks Continued Use of Cash Collateral
---------------------------------------------------------
The debtor is authorized to use cash collateral other than
the minimum cash reserve as defined in the Final DIP Order
and loan proceeds for expenses payable from February 1-
February 28, 1998.  The debtor may pay rent as provided in
the City Agreement to RDC.


HARRAH'S JAZZ: Entry of Confirmation Order
--------------------------------------------
On February 2, 1998 the court entered an order confirming
the third amended joint plan of reorganization filed by the
debtor and debtors in possession Harrah's Jazz Company,
Harrah's Jazz Finance Corp. and Harrah's New Orleans
Investment Company, together with the plan proponent
Harrah's Entertainment Inc.


HOMEPLACE: To Close 10 Stores
-----------------------------
HomePlace Stores, Inc. announced that as part of its
restructuring it will seek the court's approval to close 10
underperforming stores in six states.  To facilitate the
store closing sales, Home Place plans to enter into an
agreement with Gordon Brothers Companies to act as
HomePlace's exclusive liquidation agent for stores, subject
to the court's approval.

Last week, the company received final court approval for
$110 million in debtor-in-possession financing, which is
being used to fund all post-petition trade and employee
obligations.


MOBILMEDIA: Extension of Time to Assume or Reject Leases
--------------------------------------------------------
A hearing will be held on February 23, 1998 on the motion
of the debtors, MobileMedia Corporation, MobileMedia
Communications, Inc., and subsidiaries for entry of an
order extending until confirmation of the debtors'
joint plan of reorganization the period within which the
debtors may assume ore reject unexpired leases of
nonresidential real property.

The debtors have not yet made a decision as to how each of
the debtors' local sales offices and retail stores will be
utilized under the debtors' business plan, and believe that
a more current strategic review of these leases presents
an opportunity for significant cost saving.  It is expected
that this process will take at least 90 days, by which time
the debtors anticipate that the Disclosure Statement
relating to the plan will have been approved and the
debtors will be proceeding towards confirmation.  


OXFORD HEALTH: Buyout Firms to Provide Financing
------------------------------------------------
As reported in the New York Times February 13, 1998,
Kolhberg Kravis Roberts & Company and the Texas Pacific
Group are proposing putting $600 million of capital into
Oxford Health Plans.

The two buyout firms would provide $300 million in equity
financing and raise an additional $300 million in debt for
Oxford. The firms could end up with 15 to 20 percent of the
company.

A person close to the talks said that for the deal to go
through, KKR was insisting that Norman Payson, a physician
and former chief executive of a rival company, become
Oxford's new chief executive.

A possible obstacle to the deal could be the company's
rising stock price. Other investment firms are also said to
be looking at Oxford.


PARAGON TRADE: Stock Ownership Update
-------------------------------------
A SCHEDULE 13G was filed by The Capital Group Companies,
Inc., Capital Research and Management Company, and   
SMALLCAP World Fund, Inc. with the SEC with respect to the
common stock of Paragon Trade Brands, Inc. SMALLCAP World
Fund, Inc., an investment company registered under the
Investment Company Act of 1940, which is advised by Capital
Research and Management Company, is the beneficial owner of
649,800 shares or 5.4% of the 11,948,000 shares of Common
Stock believed to be outstanding.

The remaining shares reported as being beneficially owned
by The Capital Group Companies, Inc. are beneficially owned
by other subsidiaries of The Capital Group Companies, Inc.
none of which by itself owns 5% or more of the outstanding
securities.


POWER PLUS USA: Pager Company Files for Bankruptcy
--------------------------------------------------
As reported in the Sarasota Herald-Tribune February 12,
1998 a Sarasota-based pager company has filed for
bankruptcy protection and closed its 16 stores outside of
Florida, its attorney said Wednesday.

Power Plus USA, the parent company of Powerful Stuff, filed
for reorganization under Chapter 11 of the federal
bankruptcy code January 31.

According to bankruptcy records, the company has 16 stores
in Florida and plans to open six more. However, the
company's headquarters, at 1575 Main St. in downtown
Sarasota, is no longer open to walk-in traffic.

Court records show that the company has $3.8 million in
assets and $10.5 million in liabilities - most of it
overdue rent and debts for air time.

Powerful Stuff sells electronic equipment such as cellular
phones and palmtop computers, but the bulk of its business
is pagers. At least 30,000 people have pagers from Powerful
Stuff, most of them in Florida. In November, about 10 of
Powerful Stuff's approximately 100 workers resigned after
the company delayed issuing paychecks by three days.


RELIANCE ACCEPTANCE: Case Summary & 20 Largest Creditors
--------------------------------------------------------
Debtor: Reliance Acceptance Group, Inc.
              400 North Loop 1604 East
              Suite 210
              San Antonio, Texas              

Type of business: Owner and Servicer of Automobile Loans
                  through Indirect Subsidiaries

Court: District of Delaware

Case No.: 98-288  Filed: 02/09/98    Chapter: 11

Debtor's Counsel: Kirkland & Ellis
                  200 East Randolph Dr.
                  Chicago, Ill.
                  312/861-2000
                              
                  Young, Conaway, Stargatt &Taylor
                  11th Floor
                  Wilmington, Delaware 19899
                  302/571-6600

Total Assets:        $340,826,080
Total Liabilities:   $207,859,000

                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt               $0          0
Contingent secured debt            $184,315,000          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt    $23,541,000         52
Contingent unsecured debt               unknown    unknown
Disputed unsecured debt                      $0          0
Unliquidated unsecured debt                  $0          0

No. of shares of preferred stock              0          0
No. of shares of common stock        10,907,303        531

20 Largest Unsecured Creditors:

   Name                         Nature         Amount
   ----                         ------         ------
IBJ Schroeder Bank    Successor Trustee        $25 million
Piper Jaffray, Inc.                            $10,378,000
Wilmington Trust Co.                           $3 million
Fifth Third Bank                               $2 million
Northern Trust Co.                             $1,168,000
ABN Amro Chicago Corp.                         $917,000
Mercantile Bank/St. Louis                      $500,000
J.A. Glynn & Co.                               $493,000
Prudential Securities Inc.                     $448,000
Interra Clearing Services, Inc.                $436,000
Bank One Trust Co.                             $425,000
Smith Barney, Inc.                             $378,000
Robert W. Baird & Co., Inc.                    $360,000
Everen Clearing Corp.                          $340,000
Corporate Travel Planners     Trade Debt       $259,613
Roney & Co.                                    $252,000
Pardata                       Trade Debt       $233,016
BT Alex Brown Inc.                             $231,000
A.G. Edwards & Sons, Inc.                      $223,000
American Nat'l. Bank & Trust/Chicago           $200,000

NOTE: The nature of all claims not identified in the above
table are all holders of 9% subordinated notes issued by
Reliance Acceptance Group, Inc. and due 6/15/2001  


RESURGENS: Acquired by World Access, Inc.
-----------------------------------------
World Access, Inc. (Nasdaq: WAXS), announced February 12,
1998 that it has signed a letter of intent to acquire
Cherry Communications Incorporated (d/b/a Resurgens
Communications Group)in a merger transaction upon terms to
be negotiated.  Resurgens, currently operating under the
protection of Chapter 11 of the United States Bankruptcy
Code, is a facilities-based provider of international
network access, commonly referred to in the industry as a
carriers' carrier. Resurgens had revenues of approximately
$180 million in 1997.

The transaction is subject to, among other things, the
satisfactory completion by World Access of its due
diligence investigation of Resurgens, the preparation and
execution of a definitive merger agreement, the receipt of
the requisite corporate and regulatory approvals and the
confirmation of Resurgens' Plan of Reorganization.  World
Access has retained The Robinson- Humphrey Company, Inc. as
its financial advisor in connection with the transaction.

In October 1997, John D. ("Jack") Phillips entered into a
series of agreements whereby, among other things, he became
the new Chairman and Chief Executive Officer of Resurgens
and Resurgens was placed into bankruptcy. WorldCom, Inc., a
major customer and vendor of Resurgens, has subsequently
agreed to provide Resurgens up to $28 million in financing
in the form of a debtor in possession facility and other
credits.  Upon consummation of the anticipated Plan of
Reorganization, WorldCom is expected to own approximately
55% of the outstanding stock of Resurgens.

Steven A. Odom, Chairman and Chief Executive Officer of
World Access, said, "The acquisition of Resurgens would be
in line with the Company's strategy to provide its
customers with a complete telecommunications network
solution, including switching, transport and access
products and related services.  The international network
access product offered by Resurgens is a critical element
of new and expanded networks currently being planned or
implemented by many customers of World Access.  We believe
the ability to offer both equipment and network access
would provide World Access with a more comprehensive and
cost-competitive product offering, especially for
international competitive local exchange providers
('CLECs') and other providers of phone service in emerging
growth markets.

World Access, Inc. develops, manufactures and markets
wireline and wireless switching, transport and access
products primarily for the United States, Caribbean Basin
and Latin American telecommunications markets.

The Company's SEC reports include the Company's Annual
Report on Form 10-K for the year ended December 31, 1996;
the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997, June 30, 1997 and September
30, 1997; and the Company's Registration Statement on Form
S-3 (No. 333-07087).


SOLV-EX: United Tri-Star to Acquire Working Interest
----------------------------------------------------
United Tri-Star Resources Ltd. announced that it has
entered into a binding agreement with Solv-Ex Corporation,
Solv-Ex Canada Limited and Solv-Ex Canada Limited
Partnership (collectively, "Solv-Ex") to acquire from Solv-
Ex its 12 percent working interest in certain properties
and interests, principally Alberta oil sands leases and
certain technology, on certain conditions.  

Solv-Ex is presently involved in a restructuring under the
Companies Creditors Arrangement Act (Canada) and under
Chapter 11 of the Bankruptcy Code in the United States.  As
part of the restructuring proceedings, Solv-Ex has entered
into an agreement with Koch Exploration Canada, Ltd.
pursuant to which Koch will acquire a 78 percent working
interest in those properties and Solv-Ex will acquire a 12
percent working interest in the properties.  UTS has
previously announced that pursuant to that agreement it
would retain a 10 percent working interest in those
properties.  

UTS and Solv-Ex have now agreed that UTS will acquire Solv-
Ex's 12 percent working interest, for an aggregate
of a 22 percent working interest in those properties.  UTS
will also acquire from Solv-Ex certain participation rights
with respect to metal extraction technologies and
hydrocarbon extraction technologies developed by Solv-Ex.  
The consideration payable to Solv-Ex will be 5,000,000
common shares of UTS and a cash payment of Cdn. $4.4
million.  

The transaction with Solv-Ex is subject to a number of
conditions including receipt of necessary court approval in
the United States and Canada.  

The arrangements between Solv-Ex and Koch require, among
other matters, that Koch, Solv-Ex and United Tri-Star enter
into a joint venture agreement relating to the properties.  
The joint venture agreement is presently being negotiated
but is expected to include a right of first refusal among
the parties.  UTS has agreed to issue to Koch a warrant
entitling Koch to acquire 2,000,000 common shares of UTS at
Cdn.  $0.65 per share in consideration of Koch allowing UTS
to enter into the binding agreement with Solv-Ex as noted
above.  


TOWN & COUNTRY: Creditors Accept Reorganization Plan
----------------------------------------------------
Town & Country Corporation (AMEX:TNC), the international
jewelry manufacturer,  announced February 12, 1998 that the
company's reorganization plan under Chapter 11 of the
Bankruptcy Code has been accepted by all classes of
creditors whose votes were solicited. As previously
announced, the proposed plan provides for conversion into
equity of most of the publicly-held bonds issued by Town &
Country Corporation. The proposed plan does not affect
obligations of the company's subsidiaries, which are not in
bankruptcy.

The Chapter 11 plan was accepted by more than 90 percent in
dollar amount of the ballots cast, and by a substantial
majority of creditors. Bankruptcy law requires acceptance
by two-thirds in dollar amount, and a majority of
creditors, in each class.

Town & Country Corporation also announced that the
Bankruptcy Court has rescheduled the hearing on
confirmation of the Chapter 11 plan to March 10,
1998. Postponement of the hearing, originally scheduled for
today, was requested by the United States Trustee, a
federal official with administrative responsibilities in
bankruptcy cases, who objected to two provisions of the
plan. According to the company, resolution of these issues
will have no effect on provisions of the plan establishing
amounts to be distributed to creditors.


VENTURE: Expects Over $32M From GOB Sales
-----------------------------------------
Federal Filings Inc. reported on February 12, 1998 that
Venture is seeking approval of a liquidation agreement with
Hilco/Great American Group and Gordon Brothers Retail
Partners that guarantees a 45.26% minimum return from the
sale of at least $70 million of inventory at the retailer's
distribution center and 20 stores slated for closure.  
Venture solicited bids from several interested parties and,
after discussions with three parties who submitted offers
by the Feb. 6 deadline, determined that the Hilco joint
venture represented the highest and best proposal.


VOICE POWERED TECHNOLOGY: Files Statement and Plan
--------------------------------------------------
Voice Powered Technology International, Inc. has announced
the order dated January 23, 1998 approving its Amended
Disclosure Statement and fixing time for filing acceptances
or rejections of its plan of reorganization. Any party
wishing to object to confirmation of the plan must file a
preliminary statement not later than March 9, 1998. A
hearing has been scheduled on April 23, 1998 at 3:00 p.m.
in Los Angeles for confirmation of the plan.

The Debtor has offered a description and treatment of
claims in its amended disclosure statement dated January
21, 1998.


Class        Claim                      Treatment
-----        -----                      ---------
  1          Secured Claim of Franklin  80% of Debtor's
             Electronic Publishing      Equity as of the
                                        Effective Date

  2A         Secured Claim of KBK       Previously Satisfied
             Financial, Inc.

  2B         Other Allowed Secured      None Expected
             Claims

  3          Allowed Priority           $17,000 as of
             Unsecured Claims and       Effective Date
             Priority Tax Claims

  4          Allowed General            $218,000, 90 days
             Unsecured Claims           from Effective Date

  5          Equity--Preferred Stock    Denied
             GSS/Array Technology, Inc.

  6          Equity Common Stock        Denied

  7          Options or Other Rights    Denied
             to Acquire Stock of Debtor

The estimated fair market value of all assets as of the
filing of the Petition was $1,027,000 and is currently
estimated to be $1,008,000 (subject to post-petition liens
of $185,000). Total estimated liabilities equal $2,953,000,
excluding disputed claims, which could exceed $600,000, and
excluding post-petition obligations.


WASTEMASTERS: Eliminates $16 Million of Debt
--------------------------------------------
WasteMasters, Inc. (Nasdaq: WAST) announced February 12,
1998 that its new management team has begun the process of
"cleaning up" and strengthening WasteMasters' balance sheet
as the first step toward the transformation of WasteMasters
into one of the premier waste management companies in North
America.

After a series of protracted negotiations between
WasteMasters and the holders of convertible debentures that
have been in default for almost one year, a mutually
beneficial agreement has been reached which will result in
the conversion of all principal, interest and penalties
into restricted shares of WasteMasters common stock.  As
part of the agreement, the Company also issued stock
purchase warrants to the former creditors to purchase up to
100 million restricted shares of WasteMasters common stock
at an average price in excess of $1.50 per share.

In a related move, WasteMasters today announced that it has
begun the process of placing certain wholly owned
subsidiaries of the Company into bankruptcy.  Most of the
Company's wholly owned Subsidiaries have no tangible
assets and no operations.  While they add little or no
value to the Company, they are heavily burdened with debt.


WESTERN PACIFIC: Denver Airport Presses WestPac for Taxes
---------------------------------------------------------
As reported in the Denver Post February 12, 1998
WestPac and its lender must either bring past-due
aircraft lease payments current or watch lessors repossess
their planes and try to fly them out of Denver.

In a motion filed in bankruptcy court Wednesday, Denver
officials said WestPac owes the city $203,444 in 1998
personal property taxes. Officials said they were concerned
that personal property of WestPac "may soon be moved
outside of Colorado" or "otherwise dissipated," and the
city wants the planes to remain at DIA as collateral.

Brooks did order the Sabre computerized reservations system
to continue to provide reservations services to WestPac
over the next two weeks so the defunct carrier can
reaccommodate its passengers on United Airlines flights.
But Brooks ordered WestPac and Smith Management to prepay
Sabre for those services, which cost about $30,000 a month.


DLS CAPITAL: Bond Pricing for Week of February 9, 1998
------------------------------------------------------
Following are indicated prices for selected issues:

Amer Telecasting 0/14 1/2 '04              22 - 25
APS 11 7/8 '06                             20 - 23 (f)
Boston Chicken 7 3/4 '04                   71 - 72 1/2
Bradlees 11 '02                         5 1/2 - 7 (f)
Brunos 10 1/2 '05                          23 - 24 (f)
CAI Wireless 12 1/4 '02                    19 - 22
Cityscape 12 3/4 '04                       36 - 40
Harrah's Jazz 14 1/4 '01                   30 - 32 (f)
Hechinger 9.45 '12                         75 - 77
Hills 12 1/2 '03                           86 - 87
Great Bay 10 7/8 '04                       84 - 85 (f)
Levitz 9 5/8 '03                           40 - 43 (f)
Liggett 11 1/2 '99                         68 - 70
Marvel 0 '98                                5 - 5 3/4
Mobilemedia 9 3/8 '07                      10 - 12 (f)
Mosler 11 '03                              82 - 85
Penn Traffic 9 5/8 '05                     46 - 47
Royal Oak 11 '06                           76 - 78
Trump Castle 11 3/4 '03                    97 - 98
Wickes 11 7/8 '03                          96 - 97

The wireless cable sector was in hard for a second week.  
Cityscape was in 10 points following profit forecasting
warnings.
                       ********

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  * * *