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   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 20, 1998, Vol. 2, No. 35                    
                    
                      Headlines

ALL AMERICAN FOOD: Heavy Losses and CFO Resigns
BUSTER BROWN APPAREL: Seeks Extension of Exclusivity
CAMPO ELECTRONICS: Seeks Third Extension on Exclusivity
EXCALIBUR FINANCIAL: Seeks Extension of Exclusivity
GUY F. ATKINSON: Judge Approves Employing Officer

KENETECH WINDPOWER: No Plans to Oppose Breakup Fee
KENWIN SHOPS: Taps Lamothe & Hamilton as Special Counsel
MAIDENFORM: Seeks Extension to Assume or Reject Leases
MAIDENFORM: Seeking Extension of Exclusivity
MAX: Air Wisconsin Moves Right In

MIDCOM: Seeks Substantive Consolidation
MIDCOM: Wins Approval To Sell AdVal Unit To Dicomm
MIDCON OFFSHORE: Trustee Seeks Mediator
MONTGOMERY WARD: Auction Notice for Property Purchase
OLYMPIA & YORK: Ad Hoc Committee Accepts Offer

PARAGON TRADE: P&G Seeks Relief from Automatic Stay
PHOENIX INFORMATION: Equity Committee Notices Appeal
RDM SPORTS: GE Seeks Relief from Stay
SMITH TECHNOLOGY: Applies to Hire Deloitte & Touche
STRATOSPHERE: Ruling On $60M Pact Seen Tomorrow

U.S. BRASS: After the Reorganization
US ONE COMMUNICATIONS: Committee Objects to Disclosure Stmt
VENTURE: CEO Wants to Reorganize, Not Sell Assets
VENTURE: Notice of Solicitation of Bids to Purchase Assets
DLS CAPITAL PARTNERS: Bond Pricing for Week of 2/16/98

                   ********

ALL AMERICAN FOOD: Heavy Losses and CFO Resigns
-----------------------------------------------
All American Food Group, Inc., released its fiscal 1997
results today, and announced a reorganization of its senior
management team.  For the 12 months ended October, 1997 the
Company announced an operating loss of $4,714,626 on total
revenue of $2,809,885. This represented an increase
of 25% in total revenues, an increase which was more than
offset by a 133% increase in the Company's SG & A, a result
of the Company's expenses in launching an expansion
campaign for its Goldberg's New York Bagel chain.

Chris Decker, the Company's Chief Financial Officer since
1995, resigned effective February 20, 1998. The Company is
now searching for a replacement, and expects to fill the
position within 30 days.


BUSTER BROWN APPAREL: Seeks Extension of Exclusivity
----------------------------------------------------
Buster Brown Apparel, Inc. asked the court to extend the
company's exclusive periods for filing a reorganization
plan and soliciting plan acceptances to April 30 and June
30, respectively.  The apparel manufacturer said it needs
the additional two months to bridge the gap that exists
between the various parties in plan negotiations. (Federal
Filings Inc. 18-Feb-98)


CAMPO ELECTRONICS: Seeks Third Extension on Exclusivity
-------------------------------------------------------
Campo Electronics seeks further extension of its time to
file a plan and disclosure statement. The Debtor needs an
extension to April 20, 1998 to formulate a consensual plan
without fear of a competing plan of reorganization. The
Debtor wants to avoid the unnecessary expense and delay of
confirming a plan under a cram-down or objecting to a
competing plan because protracted litigation over plan
confirmation would serve neither the interests of Campo nor
its creditors. The Debtor also seeks an extension until
June 21, 1998 to obtain acceptance of its plan.


EXCALIBUR FINANCIAL: Seeks Extension of Exclusivity
---------------------------------------------------
Excalibur Financial Services LP, PBC Servicing Corporation
and Rapid Acceptance Corporation, debtor, is seeking an
extension of the exclusive periods.  The debtor is seeking
an extension for a period of 90 days, from February 17,
1998 through and including May 18, 1998 for the exclusive
period during which the debtors will maintain the exclusive
right to file a chapter 11 plan and the debtor is seeking
an extension through July 14, 1998 of the period during
which the debtors will have the exclusive right to solicit
acceptances to such a plan.

The debtors state that they seek this relief solely out of
an abundance of caution to maintain the Exclusive periods
during the prosecution of its forthcoming Joint Chapter 11
plan, which debtors intend to file very shortly.


GUY F. ATKINSON: Judge Approves Employing Officer
-------------------------------------------------
Judge Thomas E. Carlson entered an order authorizing the
employment of a Responsible Officer for the debtors.  The
Responsible Officer shall be a person selected by the
Debtors, the Banks, and the Committee, and the person shall
be identified to the Bonding Companies and the Bonding
Companies shall be given at least five days' notice and
opportunity to object before the person is appointed as the
Responsible Officer.

The court also entered an order extending the third interim
cash collateral order until March 15, 1998.  A hearing will
be held on March 13, 1998 for continued use of cash
collateral in the Pool II Assets.


KENETECH WINDPOWER: No Plans to Oppose Breakup Fee
--------------------------------------------------
Kenetech Windpower, Inc. and its Official Unsecured
Creditors' Committee have given notice to Judge Leslie T.
Tchaikovsky of the Northern District of California that
they will not oppose the $1.5 million breakup fee owed to
Energy Unlimited, Inc. and American Refining Group. The fee
resulted when KWI accepted a qualified $3 million overbid
on the sale of its Altamont Pass Assets from a third party.
A hearing on the matter is scheduled on March 16.


KENWIN SHOPS: Taps Lamothe & Hamilton as Special Counsel
--------------------------------------------------------
The debtor, Kenwin Shops Inc. et al. seeks to hire Lamothe
& Hamilton as special counsel to defend the debtor in the
Bank of Louisiana credit card litigation.  L&H has already
represented the debtor in these matters, and the firm will
be compensated on its current customary hourly fee basis.


MAIDENFORM: Seeks Extension to Assume or Reject Leases
------------------------------------------------------
Maidenform Worldwide, Inc., et al. seeks an extension
within which the debtors may assume or reject unexpired
leases of nonresidential real property, from its current
expiration on February 28, 1998 to and through September
30, 1998.  

The debtors are party to 82 unexpired leases of
nonresidential real property.  The Carved-Out leases
pertain to the debtors' executive, administrative,
manufacturing, and sales facilities.  These leases are
valuable assets of the estates and the debtors do not
believe that they will be able to make reasoned decisions
as to whether to assume or reject each Carved-Out lease
prior to the expiration of the current deadline on February
28, 1998.


MAIDENFORM: Seeking Extension of Exclusivity
--------------------------------------------
Maidenform Worldwide, Inc. et al. is seeking an order
extending the periods within which the debtors have the
exclusive right to file plans of reorganization and solicit
acceptances thereof.

The debtors seek an order extending the period during which
the debtors have the exclusive right to file plans of
reorganization from the current expiration of February 28,
1998 to and through June 30, 1998; and extending the period
during which the debtors have the exclusive right to
solicit acceptances to such plans, from the current
expiration on April 30, 1998 to and through August 29,
1998.

The debtors claim that cause exists for the extensions in
light of the size and complexity of the cases, the progress
already made in rehabilitating the debtors' business by
adding a new board of directors and by setting the
groundwork for changes in their information flow.  The
debtors assert that they have used good faith efforts in
laying a foundation for the formulation of a consensual
plan of reorganization.


MAX: Air Wisconsin Moves Right In
---------------------------------
The future owners of Mountain Air Express are wasting no
time taking the orphaned upstart under their wing.
Officials from Appleton, Wis.-based Air Wisconsin descended
on MAX's Colorado Springs headquarters Monday and began
setting up training schedules for pilots and flight
attendants and scheduling paint jobs for MAX's four
Dornier 328 turboprops.

By April 1, MAX expects to be flying as a United Express
carrier at Denver International Airport. Air Wisconsin, one
of three United Express commuter operators at DIA, will buy
MAX for $1.5 million if Bankruptcy Judge Sidney
Brooks approves Friday.
(Rocky Mountain News-19-Feb-98)


MIDCOM: Seeks Substantive Consolidation
---------------------------------------
The Official Unsecured Creditors' Committee of Midcom
Communications, Inc. is seeking the substantive
consolidation of the bankruptcy estates of Midcom, PacNet,
Inc., CCel-Tech International Corp., and AdVal Inc.

The Committee states that the companies are inter-related,
their affairs are entagled, and there are difficulties
trying to segregate their assets and liabilites.


MIDCOM: Wins Approval To Sell AdVal Unit To Dicomm
--------------------------------------------------
Midcom Communications, Inc. received approval to sell
substantially all the assets of its AdVal Inc. unit to
Dicomm Ventures Inc. for $6.6 million after a Feb. 2
auction produced no higher bids.  The U.S. Bankruptcy Court
in Detroit concluded in a Feb. 3 order that the sale is
"the only viable alternative for preserving and capturing
the value of the assets and ensuring a continuation of the
business." (Federal Filings, Inc. 18-Feb-98)


MIDCON OFFSHORE: Trustee Seeks Mediator
---------------------------------------
The Chapter 11 Trustee in the Midcon Offshore, Inc. case is
seeking appointment of a mediator, and entry of an order
compelling the parties to participate in plan mediation.

Although the Trustee and the Creditors' Committee have had
discussions with many of the creditor groups regarding the
terms of a liquidating plan, these discussions have not
resulted in a consensus regarding the distribution of the
debtor's assets.

Louis Dreyfus Natural Gas Corp. filed a motion to convert
the case to a Chapter 7.  Louis Dreyfus is a secured
creditor with a secured claim that exceeds $12.4 million.  
The creditor asserts that the Trustee cannot confirm a plan
under Chapter 11, that the estate is administratively
insolvent, and there is not business to rehabilitate.


MONTGOMERY WARD: Auction Notice for Property Purchase
------------------------------------------------------
Beginning on February 23, 1998, Montgomery Ward Holding
Corp., et al., debtors, are holding an auction for the
purchase of certain owned properties and right to control
and share in the profits resulting from the assumption and
assignment of certain leases.  A hearing to approve the
sale of the properties to the highest and best bidder will
be held on February 26, 1998.


OLYMPIA & YORK: Ad Hoc Committee Accepts Offer
----------------------------------------------
The Ad Hoc Committee of Olympia & York Maiden Lane
Noteholders announced today that it had received an offer
from Amtrust Realty Corp. to purchase 59 Maiden Lane for
$75 million.  Amtrust also agreed to make a deposit of
$3,000,000 upon execution of a contract of sale.

The Ad Hoc Committee has accepted Amtrust's offer, subject
to the receipt of higher and better offers in an auction to
be held under the auspices of a bankruptcy court.  In the
event that the premises are sold to another bidder for a
higher price, Amtrust will receive a $ 1,000,000 break-up
fee.  The Committee's acceptance of the offer is also
subject to the execution and delivery of a contract for
sale, on mutually agreeable terms.


PARAGON TRADE: P&G Seeks Relief from Automatic Stay
---------------------------------------------------
Proctor & Gamble Company seeks to finalize the judgment
obtained against Paragon Trade Brands, Inc. in its patent
infringement lawsuit on December 30, 1997. P&G wants to
finalize the calculation of damages by taking limited
discovery of the Debtor and to proceed on its request for
Paragon from further infringing activity. P&G is not
seeking relief from the automatic stay to collect or
otherwise execute on the judgment.

Specifically, P&G wants Paragon to assume or reject an
agreement wherein Paragon would convert the product in
question, disposable baby diapers, into a non-patent
infringing product. P&G asserts that the Debtor is
benefiting from this Conversion Agreement while reserving
the ability to reject the agreement when its actual
obligations become due. Because the Conversion Agreement
allows the Debtor to continue to manufacture and distribute
the infringing product during the Conversion Period and
because it protects the Debtor's customers from liability
for selling the infringing product during this period, the
Conversion Agreement is essential to the Debtor.


PHOENIX INFORMATION: Equity Committee Notices Appeal
----------------------------------------------------
The Official Committee of Equity Security Holders appeals
to the Court of Appeal from the Memorandum Opinion of the
District Court dated February 5, 1998, and the order
approving the asset purchase agreement with S-C Phoenix
Partners, authorizing the sale of substantially all of the
debtors' assets.


RDM SPORTS: GE Seeks Relief from Stay
-------------------------------------
The General Electric Company moves for relief from the
automatic stay to pursue litigation as a party defendant to
a civil action in the US District Court brought by
Roadmaster Corporation (n/k/a RDM Holdings, Inc.).

Roadmaster seeks damages from GE for breach of contract,
breach of express warranties, breach of implied warranty of
merchantability and breach of implied warranty of fitness
as well as alleging rights of contribution and set-off.    
GE is seeking the lifting of the stay so that the
litigation may go to trial.  Roadmaster has claimed that it
has incurred and suffered costs, expenses, losses and
damages in excess of $5 million.


SMITH TECHNOLOGY: Applies to Hire Deloitte & Touche
---------------------------------------------------
The debtors, Smith Technology Corporation, et al., filed an
application for an order authorizing the employment of
Deloitte & Touche LLP as tax refund and tax return
consultants for the debtors.


STRATOSPHERE: Ruling On $60M Pact Seen Tomorrow
----------------------------------------------
The court is expected to issue a ruling tomorrow regarding
whether Grand Casinos Inc.'s pre-petition commitment to
infuse up to $60 million into Stratosphere Corp. can be
enforced.  The court completed the trial on the
noteholders' committee's bid to enforce the $60
million standby equity commitment last week and told the
parties it would issue a ruling on Feb. 19. (Federal
Filings, Inc. 18-Feb-98)


U.S. BRASS: After the Reorganization
------------------------------------
Dallas-based Zurn Industries, Inc. completed a massive
reorganization of Eljer Industries Inc.'s subsidiary U.S.
Brass last month to help it emerge from federal bankruptcy
protection. Under the plan, U.S. Brass agreed to pay $53.4
million in cash to settle product liability claims from
customers of its Qestcq plastic plumbing.

Now, U.S. Industries, Inc., the maker of Jacuzzi-brand
whirlpools is buying Zurn for $765 million in stock and
assumed debt.  Under the deal, U.S. Industries would trade
1.6 shares of its stock for each outstanding Zurn share.
The offer equates to about $44.30 per Zurn share, or 20
percent more than its Friday closing price of $37.06. U.S.
Industries, a manufacturing conglomerate, also has agreed
to assume about $210 million in Zurn's debt.

The merged company will be named U.S. Industries and will
have annual revenue of $3.3 billion, including $1.1 billion
from its bath and plumbing unit.
(Dallas Morning News-18-Feb-98)


US ONE COMMUNICATIONS: Committee Objects to Disclosure Stmt
-----------------------------------------------------------
The Official Unsecured Creditors' Committee objects to the
debtors' Disclosure Statement.

The Committee has a fundamental dispute with debtors with
respect to the post-petition interest offered creditors
under the plan with regard to both the rate of interest and
the time period for which interest will be paid.

The Committee claims that the Disclosure Statement is
patently misleading, as it fails to disclose the unfair,
inequitable and discriminatory treatment afforded unsecured
creditors under the plan.  The Committee also claims that
the statement lacks the "adequate information" as provided
in the bankruptcy code.


VENTURE: CEO Wants to Reorganize, Not Sell Assets
-------------------------------------------------
The head of Venture Stores Inc. said Wednesday that the
retailer was far from being counted out and that the next
three months would be important in determining its fate.
"This is a company with 10,000 employees that's going to
fight for survival," said Robert N. Wildrick, Venture's
chairman and chief executive officer.

Venture said last week that it was closing its stores in
Texas and some other markets, including Indiana, to
concentrate on 73 remaining locations.  One consequence of
the company's expansion into other markets was neglect
of its core markets of Kansas City, St. Louis and Chicago,
Wildrick said.

The retailer needs four to five additional stores each in
Kansas City and St. Louis (it has seven in Kansas City) and
up to 10 more in Chicago, Wildrick said. A restructured
Venture would eventually build those stores, Wildrick said.
For now, the stores in the three core markets, including
Kansas City, are not scheduled to close.

Wildrick stated that about 25 stores outside the core
markets will be reviewed for profitability, but there are
no plans to close any of those. Suppliers are coming back,
Wildrick said, but he wants to see that support grow in the
next three months. An ample inventory will be crucial in
winning back customers and will be key to survival, he
said.
(Kansas City Star -19-Feb-98)


VENTURE: Notice of Solicitation of Bids to Purchase Assets
----------------------------------------------------------
Venture Stores, Inc., debtor is soliciting higher or better
offers to act as the debtor's liquidation agent in the
conduct of store closing sales for the liquidation of
substantially all of the debtor's inventory at twenty of
its stores and its warehouse.  The auction will be held on
February 23, 1998 in the offices of Pepper Hamilton LLP.


DLS CAPITAL PARTNERS: Bond Pricing for Week of 2/16/98
------------------------------------------------------
The following are indicated prices for select issues:

Amer Rice 13 '02                           59 - 63 (f)
Amer Telecasting 0/14 1/2 '04              26 - 28
APS 11 7/8 '06                             20 - 22 (f)
Asia Pulp and Paper  11 3/4 '05        87 1/2 - 89
Boston Chicken 7 3/4 '04               70 1/2 - 72
Bradlees 11 '02                         5 1/2 - 7 (f)
Brunos 10 1/2 '05                          23 - 24 (f)
CAI Wireless 12 1/4 '02                    25 - 27
Cityscape 12 3/4 '04                       32 - 36
Grand Union 12 '04                         50 - 51 (f)
Harrah's Jazz 14 1/4 '01                   30 - 32 (f)
Hechinger 9.45 '12                         76 - 78
Hills 12 1/2 '03                           85 - 86
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                      11 - 13 (f)
Mosler 11 '03                              83 - 85
Penn Traffic 9 5/8 '05                     44 - 45
Royal Oak 11 '06                           69 - 72
Trump Castle 11 3/4 '03                    97 - 98
Wickes 11 7/8 '03                          96 - 97

Little change, in a short week.

                   **********

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.   
  
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         * * *  End of Transmission  * * *