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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, March 27, 1998, Vol. 2, No. 60              
                    
                   Headlines

ANGLO FABRICS: Applies to Retain Industrial Relations Firm
BIG RIVERS: PacifiCorp Files Opening Brief
COLUMBIA HOSPITAL: Optimistic it Will Survive
FOTOBALL: Some Big Losses
GAYLORD COMPANIES: Seek Turnover or Disclosure of Records

GUILD PLAZA: Liquidation Hearing Set for April
HOMEPLACE STORES: Order Extends Decision on Leases
LAWRENCE GROUP: Disclosure Statement Leaves Out $27M Claim
MONTGOMERY WARD: Contract with North American Paper Co.
NIKE: More Job Cuts

PARAGON TRADE: Paragon Replies Re: Executory Contract
PARAGON TRADE: Surreply of P&G Re: Assumption of Contract
PARAGON TRADE: Paragon Replies Re: Automatic Stay
PARAGON TRADE: P&G Files a Reply Re: Automatic Stay
PARAGON TRADE: Supplemental Brief Re: Automatic Stay

PARAGON TRADE: To Employ Ordinary Course Professionals
POCKET: Plan Could Speed GSM Wireless Technology
RDM SPORTS: Foothill's Limited Objection to Sale
RELIANCE ACCEPTANCE: Seeks Order to Sell Assets at Auction
VENTURE STORES: Amending the Pension Plan

                   *********

ANGLO FABRICS: Applies to Retain Industrial Relations Firm
----------------------------------------------------------
Anglo Fabrics company, Inc., debtor, is applying to retain
the firm of Marshall M. Miller Associates, Inc. as
Industrial Relations Consultants to the debtor.  The firm
has represented the debtor for over 25 years in connection
with the debtor's various labor and employee-related
matters, including WARN.

The debtor believes that the continued retention of the firm
is a necessary adjunct to the proceeding because of its
familiarity with and intimate knowledge of the debtor's
labor and employee issues.  The firm has agreed to act as
industrial relation consultants to the debtor on a general
retainer basis, at the firm's rates which are $1,500 per
month.


BIG RIVERS: PacifiCorp Files Opening Brief
------------------------------------------
PacifiCorp Kentucky Energy Company (PKE) and PacifiCorp
Power Marketing, Inc.(PMI) are appealing the Bankruptcy
Court Order disallowing a Substantial Contribution Claim and
an Omnibus Agreement Claim.  

The Substantial Contribution Claim requested reimbursement
of expenses of PMI incurred in making a substantial
contribution to the Big Rivers case. The Omnibus Agreement
claim was filed by PKE and sought compensation based on Big
Rivers' repudiation of the Omnibus Agreement between PKE and
Big Rivers.  In both instances PacifiCorp entities question
whether the bankruptcy court erred in denying the claims,
and in ruling that Big Rivers had no obligations under the
Omnibus Agreement.

In all, PPM expended over $5 million on the Big Rivers
project, $1 million of which was legal fees.  PacifiCorp
details and substantiates its reasoning for the error of the
Bankruptcy Court in each instance, and the Pacificorp
entities ask that the US District Court, Western District of
Kentucky, Owensboro Division reverse the Bankruptcy Court
and allow the claims.


COLUMBIA HOSPITAL: Optimistic it Will Survive
----------------------------------------------
Hospital officials at Columbia Hospital say Columbia is
not just surviving but thriving after a year of turmoil,
culminating with the Feb. 2 bankruptcy filing. But there are
signs the bankruptcy and the uncertainty surrounding the
hospital are taking their toll, as some employees have left
to join other hospitals.

Columbia officials insist the bankruptcy filing hasn't
scared off patients, doctors, nurses or staff.   Between
October and February, Columbia, which has 125 beds, admitted
between 88 and 91 patients a day on average. During March,
after the bankruptcy filing, admissions have averaged 97 a
day, according to the hospital.

Dr. Safa Rifka, president of Columbia's medical staff, also
said he's talking with five to six financial institutions
about replacing Bank of Tokyo Mitsubishi as the hospital's
primary lender.

Columbia officials also noted the improvement in the bottom
line:
The hospital lost $4 million last year, compared with $13
million in 1996. But when the Japanese bank threatened to
foreclose on its loan because the hospital did not meet
certain performance ratios, Columbia officials said they
had no choice but to file bankruptcy.

The hospital had at least three suitors at one point -
Medlantic, George Washington (GW) and Suburban Hospital in
Bethesda. But no deal ever materialized.  Instead of
aligning with GW, Columbia now finds itself squarely in its
neighbor's cross hairs. GW's new $96 million, 400-bed
hospital is slated to open in 2001.  
(Washington Business Journal 3/13/98)


FOOD WORLD: Forced to Close its Doors
-------------------------------------
In 2-to-3 weeks, the store that was started in 1974 by the
late Niels Christensen will be gone forever from the north
Fresno shopping center.   Food World's fate was sealed
Monday afternoon when a Federal Bankruptcy
Court Judge Brett Dorian approved a motion from the
creditors' committee to dismiss the store's Chapter 11
protection.

Creditors and Food World employees had searched for new
investors over the past several months in an effort to keep
the store open.  The search for a "white knight" was
unsuccessful, Walter told Dorian.  Food World had struggled
for several years. It filed for Chapter 11 bankruptcy
protection in August 1996, then closed its doors for three
weeks while the store was reorganized under new management.

Walter estimated that Food World owed a total of about $1.8
million, including about $200,000 to Fleming Foods and about
$1 million to the unsecured creditors. There are a total of
over 150 unsecured creditors, he said.
(FresnoBee-03/24/98)


FOTOBALL: Some Big Losses
-------------------------
Fotoball USA took a huge fourth-quarter write-off,
but it now says it is ready for a fulfilling 1998.
After the market closed, the maker of sports memorabilia,
such as basketballs and footballs with teams' or
advertisers' logos on them, announced it is taking
a $1.94 million, or 72 cents a share, hit for the 1997
fourth quarter and a $2.8 million, or $1.04 per share, loss
for the full year.

The $1.06 is a little more than half of book value, which
after the write-off is around $2 a share, according to Chief
Financial Officer David G. Forster.  Back in 1996, this
stock sold for more than $10. But sales that year reached
$26 million and earnings climbed to 46 cents a share; last
year, sales were $12.2 million, or less than half those of
1996, and the loss was more than double the profit of a year
earlier.

Last year, disaster hit: The company lost a fat contract for
making promotional toys for Chevron. It also was broadsided
in its NASCAR miniature product adventure.  Its fourth-
quarter write-down includes a $1.29 million nonrecurring
charge for discontinued and excess inventory and molds
primarily related to its NASCAR Fototire product.

"We were told we had a good (NASCAR) product, but we went
about marketing it in the wrong way," says founder and Chief
Executive Michael Favish. "The auto sports sector is very
individualistic; the fans have a different mentality,"
and Fotoball couldn't grasp that mentality, he says. "We've
been preparing the Street (Wall Street) that 1997 was going
to be a terrible year," says Favish. "Now we have used it as
a garbage receptacle; we've put write-downs into the
year."

But even after the disastrous 1997, "we are a debt-free
company. We have a line of credit we haven't tapped," he
says, as the company has been able to live off of cash flow.
He denounces "any rumor that Fotoball will go bankrupt; we
are quite secure, quite healthy."

Sales for the last quarter plummeted to $2.7 million from
$7.8 million a year earlier. But the toy car sales
contributed $6.2 million of those sales in 1996.
Actually, sports products sales in the 1997 quarter of $1.6
million were up by $1.2 million from a year earlier. "We are
Disney's No. 1 supplier of sports balls," boasts Favish,
holding up a basketball with Goofy imprinted on it.
Fotoball is making similar sports balls for Time-Warner,
Planet Hollywood and Six Flags, he says. The company sold
Super Bowl memorabilia this year, including a ball with this
year's score printed on it that hit the streets
within hours of the game's conclusion.

This year, about 20 percent of sales will be in the
entertainment market (such as Disney); 40 percent to 50
percent will be to retailers selling the company's
professional sports memorabilia; and the remainder will be
promotion business, such as having its products emblazoned
on Cheerios cereal boxes.

"We got inflated in personnel and we have now trimmed
$400,000 out of overhead," says Favish, predicting the
company will return to profitability this year.

However, this stock has bounced up and down like a
basketball, as the company has been hit with events ranging
from a baseball strike to the Chevron contract
debacle.  Few companies with spotless balance sheets can be
bought for half book value, but Fotoball lost money in 1994,
broke even in 1995, made fat profits in 1996
and registered huge losses last year.
(San Diego Union And Tribune 20-Mar-1998)


GAYLORD COMPANIES: Seek Turnover or Disclosure of Records
---------------------------------------------------------
Gaylord Companies, Inc. and its affiliated companies, as
debtors, are seeking an order compelling Lane & Mittendorf,
LLP, a New York law firm which provided prepetition legal
services to the debtors, to turn over or disclose to the
debtors various records and documents relating to the
debtors.

The law firm has demanded payment in full prior to
permitting the release of the files.  However, the debtors
assert that the existence of an attorney's lien is no
defense to a turnover motion, and the debtors state that
they are entitled to the immediate turnover of the records
and documents.


GUILD PLAZA: Liquidation Hearing Set for April
----------------------------------------------              
The motion to liquidate the Guild Plaza Hotel's assets will
be heard in U.S. Bankruptcy Court in Wichita at 9 a.m.,
April 21.  In the meantime, it continues to be "business as
usual" at the downtown Wichita hotel, said General Manager
Jeremy Selvidge.

"Right now, it's day-to-day," he said of the 132-room
hotel's operations. "But we're still operating at the best
of our ability."  The hotel, currently in Chapter 11
reorganization, leases space in the KSB&T Building, 125 N.
Market. The owner of that building - Research Boulevard
Partnership - approached Judge John K. Pearson March 5 with
a request that the Chapter 11 case be converted to a Chapter
7 liquidation, or that it be dropped altogether to allow the
parties to come to terms in Sedgwick County District
Court.

According to court records, The Guild Hotel Wichita L.P.,
objected to Research Boulevard's motion at the Thursday
hearing, and the trial date was set.  That leaves the
troubled hotel in limbo as its down-sized staff attempts to
keep up with the demands of the business, said Selvidge.

A sale last year was stopped by Research Boulevard when it
exercised its option as landlord to veto the sale.  As a
result, The Guild Hotel filed a $1 million lawsuit against
Research Boulevard, alleging the landlord breached its
contract and implied covenant of good faith by "interfering"
with the proposed sale of the hotel. Subsequently, Research
Boulevard moved in bankruptcy court to have the hotel
liquidate its assets, while at the same time "vigorously
deny(ing)" the hotel owner's allegation.
(Wichita Business - 03/20/98)


HOMEPLACE STORES: Order Extends Decision on Leases
---------------------------------------------------
The court entered an order extending the time within which
HomePlace Stores, Inc. and its affiliated companies, as
debtors, must assume, assume and assign or reject each
lease.  The time period is extended to and including the
earlier to occur of 1) the confirmation of a plan of
reorganization in these cases and 2) September 5, 1998.

The leases between the debtor and Commercial Net Lease
Realty, Inc. must be rejected or assumed before May 6, 1998.  
And three other leases between Princess City Plaza LLC and
ORIX Sansone Brentwood LLC and Vestar Arizona XIV, LLC  
shall be rejected, assumed or assumed and assigned by May 1,
1998.


JACKSON BROOK: State Agrees to Cover Payroll
--------------------------------------------
The state will cover Friday's payroll of $323,000 at Jackson
Brook Institute because the troubled psychiatric hospital
has run out of money to pay its workers.  The state
announced the bailout measure Tuesday as negotiations
continued on setting up an independent manager to take
charge of day-to-day operations at the hospital.

Kevin W. Concannon, the state's human services
commissioner,wants JBI officials to agree to surrender
control of the hospital, a move that could keep
the issue out of court. Pressuring the talks: On Monday, the
state asked a judge to hold a hearing by April 2 to decide
whether to appoint such a manager.

In the last several years, officials estimate that as much
as $15.5 million and about $6.8 million of that since June
1996, has been "upstreamed", that is revenues earned at
Jacson Brook were passed on to its parent company -
Community Care Systems Inc. of Wellesley, Mass.

Jackson Brook's acknowledgment of the payroll crisis - is
the latest in a string of financial problems that has
plagued the hospital for the past five months. A severe cash
shortage has resulted in bounced payroll checks, layoffs,
closing of mental health beds and missing contributions to
employee benefits funds. A weekend inspection turned up a
number of concerns, including a limited number of staff "in
a critical unit."

The state Department of Labor began investigating Jackson
Brook's problems after employees complained about bounced
checks in January. State law requires businesses pay
employees in full on a regularly scheduled payday.
Penalties can total $500 per violation, plus interest and
attorney fees and twice the unpaid wage.

The state Department of Labor has referred complaints about
unfunded health and retirement benefits as well as long-term
disability and life insurance to the U.S. Department of
Labor.  Legislators are running out of patience in dealing
with the crisis at the mental hospital.
(Portland Press Herald - 03/25/98)


LAWRENCE GROUP: Disclosure Statement Leaves Out $27M Claim
----------------------------------------------------------
Lawrence Group Inc.'s revised disclosure statement and plan
of reorganization takes the bold step of snubbing the
Schenectady insurance holding company's largest creditor.
The documents, filed March 2 in U.S. Bankruptcy Court in
Albany, outline a proposal under which all creditors will be
paid in full. Claims are calculated at about $4 million.

But there is no plan to repay a financial vehicle called
Alpha Trust. The company simply states that it is disputing
Alpha's $27 million claim and "will object to any provision
for {its} payment in whole or part."

Lawrence Group and 11 insurance and non-insurance
subsidiaries filed for protection from creditors under
Chapter 11 of the bankruptcy code last February. The holding
company and five subsidiaries-Lawrence General Corp.,
Lawrence Properties Management Inc., Lawrence Management
Inc., Fitts Lawrence Inc. and Lawrence Development Group
Inc.-had filed a joint disclosure statement and
accompanying reorganization plan in September. But the
disclosure statement was rejected by the court after various
creditors found fault with it.

The revised plan differs from the first in several respects.
First, it was filed solely by Lawrence Group, although it
includes four of the subsidiaries in its repayment plan.
The case of the fifth, Lawrence Development, will be
converted from Chapter 11 reorganization to Chapter 7
liquidation. The consulting firm, which specialized in
construction-related insurance issues, had listed no assets
and $500 in debt on its bankruptcy petition.

The new plan also changes the treatment of some claims.   
Unsecured claims also would be handled differently.
Formerly, those claims would be paid in full, with 8 percent
interest, from the proceeds of a pending $250 million
accounting malpractice suit. Now, holders of these claims
will receive an immediate cash payment covering part of
their claim, with the rest, including interest, covered with
the lawsuit proceeds. If the litigation has not been
resolved within five years, unsecured creditors will receive
common stock in Lawrence Group.

But the biggest difference between the two plans is the
treatment of Alpha Trust, which the September plan proposed
to pay in installments over five years.  Lawrence Group
wants this claim disallowed, on the basis that the state, as
an underlying beneficiary, contributed to the company's
problem. It claims that the state's actions, including the
liquidation of United Community, made Lawrence Group unable
to repay the loan.

There is one way in which the March plan is identical to t(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadable)(unreadaes. The carrier
had to cease writing new business, and soon after was
declared insolvent.

Because Lawrence Group owns 93 percent of Lawrence
Insurance, it would receive 93 percent of the proceeds of
the litigation, if successful.
(Albany Capital Bus. Review - 03/23/98)                     


LIBERTY HOUSE: Hawaii Retailer Files Chap. 11
---------------------------------------------
Liberty House Stores, Hawaii's largest and oldest department
store chain, has filed for bankruptcy protection. The
company filed for Chapter 11 reorganization in federal
Bankruptcy Court, listing assets of $284.2 million
and liabilities of $248.4 million. Liberty House becomes the
largest Hawaii company to file for bankruptcy
reorganization, surpassing Hawaiian Airlines which filed for
Chapter 11 in 1993, with assets of $125 million and
liabilities of $320 million. Like many Hawaiian retailers,
Liberty House has been hard hit by the weak isle economy,
the drop in spending from Japanese tourists and
increased competition from mainland-based retailers.
(San Diego Union And Tribune; 03/21/98)


MONTGOMERY WARD: Contract with North American Paper Co.
-------------------------------------------------------
Montgomery Ward Holding Corp., et al., debtors, seek
authority to enter into a post-petition contract with North
American Paper Company for the supply of various general
business supplies.  The cost of purchasing the supplies will
be capped during the first year at $1.2 million less than
Montgomery Ward's baseline, or historical cost.  Montgomery
Ward has used approximately $13.65 million in general
business supplies per year.

In addition, North American Paper will purchase all of the
debtors' current general business supplies warehouse
inventory, which is approximately worth $5.8 million.  The
payment will be a combination of cash and a note.

If Montgomery Ward terminates this agreement, it will
purchase the remaining inventory at North American's cost
and it will pay North American Paper a sum as damages, not
to exceed $300,000.


NIKE: More Job Cuts
-------------------
Facing a sharp fall in profits, Nike said it will cut 480
jobs in Asia, accounting for about 30 percent of the
company's global reductions. Asia's economic slump, which
began last July in Thailand and spread throughout the
region, has hurt sales, Nike spokeswoman Martha Benson said.
"The cost of a shoe suddenly grows quite significant when
your currency drops in half," Benson
said.


PARAGON TRADE: Paragon Replies Re: Executory Contract
-----------------------------------------------------
Paragon also filed a reply to P&G's reply to the response of
the debtor in opposition to a motion to compel the debtor to
assume or reject an executory contract.

Paragon states as its reply that Paragon opposes the motion
by Paragon's fiduciary duties to all the creditors of its
estate to refrain from incurring an administrative expense
to the detriment of the other creditors, unless absolutely
necessary.  Paragon states that its opposition to the motion
is not a "stalling tactic", nor an attempt to infringe P&G's
patents without paying for them.  Paragon believes that if
the judgment is overturned by the Federal Circuit, and
Paragon has not assumed the Conversion Agreement, then
Paragon can preserve its right to argue that P&G should not
be entitled to any payment.

Paragon argues that the court should not require Paragon to
assume or reject The Conversion Agreement at this time.
Paragon states that Paragon argues that the court should
require Paragon to make an early election regarding the
Conversion Agreement.  That P&G is allowing Paragon to
infringe its patents, that such infringement is greatly
benefiting the estate, that therefore P&G is entitled to an
administrative expense claim in Paragon's case; and that the
best way to get such a claim is to force Paragon to assume
the Conversion Agreement.  Paragon states that P&G wants as
administrative expense claim in this case, and wants it
right now.


PARAGON TRADE: Paragon Replies Re: Automatic Stay
-------------------------------------------------
In a flurry of motions, Paragon and Procter & Gamble are
jockeying for position in the battle stemming from Paragon's
patent infringement.

Paragon filed a reply to P& G's reply to Paragon's response
in opposition to P&G's motion for relief from the automatic
stay.  Paragon states that with regard to the injunction
issue, Paragon has filed a notice of appeal of the District
Court's Judgment.  P&G filed a motion to dismiss that
appeal.  The Federal Circuit will rule on the motion.  Until
this ruling, Paragon states that P&G/s request for relief
from the automatic stay is premature.


PARAGON TRADE: P&G Files a Reply Re: Automatic Stay
---------------------------------------------------
Procter & Gamble filed a reply to the reply of Paragon Trade
regarding the motion for relief from the automatic stay.

P&G addresses only the claim that "until the Federal Circuit
rules (on its jurisdiction to hear the notice of appeal of
the Delaware District Court's Judgment), P&G's request for
relief from the automatic stay to pursue and injunction in
the Delaware District Court is premature."

Contrary to Paragon's assertion, P&G states that now is in
fact the proper time to seek injunctive relief from the
Delaware District Court.  P&G states that the District Court
retains jurisdiction to decide all issues in the case not on
appeal, including the propriety of an injunction.  P&G
states that it is imperative that the bankruptcy court grant
P&G relief from the automatic stay immediately. P&G states
that the case law, as described in the original motion
unequivocally supports the fact that P&G is entitled to an
injunction under the patent laws to stop Paragon's
postpetition infringement of the P&G's intellectual property
rights.  P&G states that it should be granted relief from
the automatic stay without delay so that it may properly put
that issue before the Delaware District Court.


PARAGON TRADE: Surreply of P&G Re: Assumption of Contract
---------------------------------------------------------
P&G states that Paragon Trade makes it very clear that
Paragon intends to breach the Conversion Agreement by not
paying P&G for the use of P&G's patent rights during the
Conversion Period.  P&G states that this is contrary to the
express terms of the Conversion Agreement and, if
successful, would enable Paragon to achieve a result not
countenanced by the bankruptcy code - a result that would
allow Paragon to use P&G's property without paying for it.

P&G argues that Paragon should not be allowed to reap the
benefits of the Conversion Agreement while having no
intention to honor its obligations thereunder. P&G says that
Paragon is directly contradicting the terms of the
Conversion Agreement, that Paragon would pay running
royalties regardless of whether the judgment is overturned.  
Further P&G states that Paragon's intent to breach
represents a default under the Conversion Agreement since
Paragon has an obligation to pay P&G running royalties.

P&G argues that Paragon should be compelled to make its
assumption decision at this time.  P&G states that it has no
means to protect its rights under the Conversion Agreement
other than asking the court to compel Paragon to make its
decision to assume or reject the Conversion Agreement.


PARAGON TRADE: Supplemental Brief Re: Automatic Stay
----------------------------------------------------
Paragon Trade Brands, Inc. files a supplemental brief in
support of Paragon's reply regarding the motion filed by
Procter & Gamble Company for relief from the automatic stay.

Paragon states that P&G misstates the law on the issue of
the Delaware District Court retaining jurisdiction to
consider and enter an injunction in the Delaware Action,
notwithstanding the appeal taken by Paragon to the Federal
Circuit.  The section of 28 USC that Paragon is appealing
under is to allow the district court and the parties to
avoid the time and expense necessary in the rendering of an
accounting pending the appeal of liability issues.

Paragon's special appeal is available only to patent cases,
wherein the district court is divested of all jurisdiction
except that necessary for very specific actions listed
therein.  Paragon states that P&G relies on a 1906 decision
dealing with wholly interlocutory appeals, and that such
authority has nothing to do with the case at hand.


PARAGON TRADE: To Employ Ordinary Course Professionals
-----------------------------------------------------
Paragon Trade Brands, Inc. is seeking authority to employ
professionals used in the ordinary course of Paragon's
business, services that are wholly unrelated tot the issues
in this bankruptcy case.

The professionals include six law firms and foreign
associates in seventeen countries.  Paragon proposes that it
be permitted to continue to pay each Ordinary Course
Professional, without an application to the Court, 100% of
fees and disbursements, provided that Paragon will not pay
any one ordinary course professional in excess of $30,000
for post-petition compensation and reimbursement of post
petition expenses during any month, and all payments to all
ordinary course professionals in the aggregate will not
exceed $60,000 per month without a court order.


POCKET: Plan Could Speed GSM Wireless Technology
------------------------------------------------
A proposed bankruptcy reorganization plan for wireless
communications company Pocket Communications Inc. would
speed the development of GSM wireless technology in Chicago
and Dallas and may be a boon for other companies, analysts
say.

The Federal Communications Commission on Monday released
some details of the proposed reorganization plan for Pocket,
which went bankrupt last year after winning 43 "personal
communications services" licenses for $1.4 billion
in 1996.

That plan allowed the sale of licenses for Chicago and
Dallas to a group including Telefon AB L.M. Ericsson and
Siemens Telecom Networks, with other licenses returned to
the government.  The lender group would join with a yet-to-
be-named wireless operator who would provide service in
Chicago and Dallas, two cities seen as key to creating
a national GSM presence in the United States, analysts said.

GSM, Global System for Mobile Communications, is an
international standard for wireless communications that is
widely used in Europe and but has more limited support in
the United States.   Rival wireless technologies include
TDMA, or Time Division Multiple Access, and CDMA, or Code
Division Multiple Access technology.

Omnipoint Corp. or Western Wireless Corp.'s  Cook Inlet,
which use GSM technology, are seen as the most likely
candidates to serve Chicago and Dallas, analysts said.
Omnipoint's current service in Detroit and Indianapolis
would mesh well with Chicago, while Cook Inlet's markets in
Oklahoma would complement Dallas, said David Freedman, an
analyst with Bear Stearns.

"Regardless of who gets the spot, it appears that the GSM
standard will get in Chicago and Dallas quicker than if
these licenses went to reauction," said John Bensche, a
wireless analyst with Lehman Brothers.  "For the GSM
alliance to be fully competitive with CDMA, TDMA, they need
to have a national footprint. The longer it takes for these
very important markets to get built out, the longer the
competitive position remains unresolved. This would resolve
a lot uncertainty," said Kevin Roe, an analyst with ABN
AMRO.

A broader GSM presence also would be a boost to other
wireless operators which use that technology, such as Aerial
Communications Inc., since their customers would be able to
"roam" to other cities and still use their GSM phones,
analysts said.

On Tuesday, the FCC also offered a more flexible bailout
plan, similar to the proposed Pocket reorganization, for all
the financially-strapped companies that won the valuable
wireless licenses in 1996.   The key change in the FCC's
plan, revised from a proposal issued last September, allowed
companies to choose different bailout options for different
geographical regions.

Analysts said the Pocket proposal and the more flexible plan
for the other troubled firms may face opposition from the
firms who paid for their licenses under the original terms.
(Reuters  03/26/98)


RDM SPORTS: Foothill's Limited Objection to Sale
------------------------------------------------
Foothill Capital Corporation, as agent for a group of
lenders files a limited objection to the motion of the
Trustee, William G. hays, jr. in the case of RDM Sports
Group, Inc. and its affiliated companies, as debtors.  

Foothill objects to the entry of any order allowing the
trustee to sell the assets to the extent that the proposed
distribution of proceeds from the sale does not provide for
such proceeds to be paid to Foothill at the closing of the
sale, to be applied to Foothill's claims, or as adequate
protection for Foothill's security interests in the assets.  
Foothill's and the Lenders' claims against the debtors
exceed $9 million.


RELIANCE ACCEPTANCE: Seeks Order to Sell Assets at Auction
----------------------------------------------------------
The debtors, Reliance Acceptance Group, Inc., et al, filed a
motion for an order granting the debtor authority to sell
assets at auction, establishing auction procedures and
setting a hearing date on the proposed sale and approving
the form of notice.

Pursuant to The Global Agreement, the debtors are required
to promptly seek bankruptcy court authority to sell the Pre-
petition Charge-Off Portfolio at an auction.  The Servicing
Agreement and the Plan provide that the first $1.3 million
of proceeds from the Prepetition Charge-Off Portfolio are
payable to Ugly Duckling Corporation(UDC).  UDC has agreed
to bid at least $1.3 million at the auction sale of the
Prepretition Charge Off Portfolio.

The Prepetition Charge Off Portfolio which the debtors seek
to sell pursuant to an auction consists of approximately
$109.8 million in receivables of the debtors that have been
charged off as of February 9, 1998 in accordance with the
debtors' charge-off policies.  The substantial majority of
such receivables (approximately $104.6 million) were charged
off since May 1996.

The debtors believe that in light of the costs of collection
of the Prepetition Charge-Off Portfolio in relation to the
likelihood of recovery, an auction sale would maximize the
value received therefrom for the benefit of creditors.  In
connection with the transactions contemplated by the debtors
and UDC, the debtors agreed to establish such an auction
procedure pursuant to the global agreement.


VENTURE STORES: Amending the Pension Plan
-----------------------------------------
Venture Stores Inc., debtor is seeking an order approving
the debtor's decision as administrator of the Venture
Stores, Inc. Retirement Plan, to amend the plan to provide
that all persons who were participant on January 1, 1998 or
who became participants after January 1, 1998 are fully
vested in the pension plan.

If the pension plan were to terminate, all accrued benefits
would become fully vested and have to be funded before there
could be any reversion for the benefit of creditors.  The
accelerated vesting amendment is not likely to significantly
affect the amount of any reversion that could hypothetically
benefit the debtor's creditors or its estate in the event
the pension plan were to be terminated in the Chapter 11
proceeding.

                  *********

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  * * *