TCR_Public/980330.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
   Monday March 30, 1998, Vol. 2, No. 61              
                    
                   Headlines

AL TECH: Seeks Authority for Contract with National Fuel AR
ACCESSORIES: Still Seeks Buyer -Interim DIP Pact Ok'd
ALLIANCE ENTERTAINMENT: Seeks To Amend DIP Pact
BOCA RESEARCH: Announces 43 Percent Decrease in Sales
DOEHLER JARVIS: Notice of Intent to Sell Certain Assets

DOEHLER JARVIS: Seeks Order to Approve Shutdown Agreement
DOW CORNING: Application to Employ Solicitation Agent
FRETTER: Motion for Order Approving Global Settlement
GREATE BAY: Applies to Employ Special Land Use Counsel
HOME HOLDINGS: Objects to Proof of Claim of AmBase

INSILCO CORP: Sold for $437 M - 5 Years After Bankruptcy
MARVEL ENTERTAINMENT: Equity Panel Wants Bondholders Back
MARVEL ENTERTAINMENT: Toy Biz Announces $20M Working Capital  
MIDCOM: Committee Seeks Re-Referral of Frontier Motion
MOLTEN METAL: Committee's Objection to Retention Plan

PEGASUS GOLD: Order Approves Coopers & Lybrand
PEGASUS GOLD: Severance and Retention Program Hearing Set
SOLV-EX CORP: United Tri-Star To Acquire 12% Interest

DLS CAPITAL PARTNERS: Bond Pricing for Week of 3/23/98

                   *********

AL TECH: Seeks Authority for Contract with National Fuel
---------------------------------------------------------
Al Tech Specialty Steel Corporation is seeking an order
authorizing the debtor's assumption of an executory
contract, as amended, between the debtor and National Fuel
Resources, Inc.(NFR)

As of March 1, 1998 the debtor and NFR agreed to a modified
gas purchase agreement for a term of seven months.  Under
the terms of the contract the debtor is now required to pay
NFR a reduced purchase price.  The supply of the natural gas
is a necessary requirement of the debtor's continued
operation.


AR ACCESSORIES: Stilll Seeks Buyer -Interim DIP Pact Ok'd
---------------------------------------------------------
AR Accessories Group Inc. is still seeking a buyer. AR has
interim court approval to use cash collateral and obtain
debtor-in-possession financing from Bank One-Wisconsin as
agent, pending an April 13 final hearing.  The troubled
leather goods manufacturer is talking to several potential
purchasers and hopes to receive one or more written
offers in the next several days.  The sale effort was well
underway when AR filed for bankruptcy on March 13.
(Federal Filings Inc. 26-Mar-1998)


ALLIANCE ENTERTAINMENT: Seeks To Amend DIP Pact
-----------------------------------------------
Alliance Entertainment Corp. is seeking approval to amend
its $50 million debtor-in-possession financing agreement
with Chase Manhattan Bank to "avert impending defaults"
under the DIP facility's current EBITDA covenants.  Claiming
that it would default as of March 31 if the modifications
are not authorized, the music distributor said the amendment
would reduce EBIDTA requirements and set monthly targets
instead of the current quarterly mandates.  A hearing is set
for April 1. (Federal Filings Inc. 26-Mar-1998)


BOCA RESEARCH: Announces 43 Percent Decrease in Sales
-----------------------------------------------------
Boca Research Inc. of Boca Raton reported financial results
for the fourth quarter and year ended Dec. 31. For the
fourth quarter, sales were $16.5 million, a 43 percent
decrease from sales for the prior year period.
For the year ended Dec. 31, sales were $70.2 million, a 54.3
percent decrease over the previous year. Net loss for the
year was $14.9 million, or $1.71 per share, compared to net
income of $6.5 million, or 72 cents per share, for the
year ended Dec. 31, 1996.
(South Florida Business Journal -03/20/98)


DOEHLER JARVIS: Notice of Intent to Sell Certain Assets
-------------------------------------------------------
On April 7, 1998 a hearing will be held to consider the
motion of Harman Automotive Inc., one of the debtors
requesting entry of an order approving the sale ofcertain
tooling owned by Harmant to General Motors Corporation for
$800,000 (subject to higher bids).  The Tooling consist of
certain tooling used to manufacture mirrors for GM
automobiles.


DOEHLER JARVIS: Seeks Order to Approve Shutdown Agreement
---------------------------------------------------------
Doehler-Jarvis, Inc., and its affiliated companies, as
debtors, filed a motion for an order to approve a Shutdown
Agreement among Harvard Industries, Inc. (an affiliated
debtor) and the International Association of Machinists and
Aerospace Workers, the Metal Polishers, Buffers, Platters
and Helpers International Union, the Upholsterers
International Union and the Carpenters District Council of
St. Louis and vicinity.

In conjunction with Harvard's wind-up of the St. Louis
Facility and the disposition of its furniture business
assets, Harvard has addressed the effect of the St. Louis
Facility's closure on its union employees.

The Shutdown Agreement provides benefits to and releases of
possible claims from approximately 93 union employees
affected by Harvard's decision to close down the St.Louis
facility.

Harvard acknowledges that the implementation of the Shutdown
Agreement constitutes a proposed use of a debtor's property
outside the ordinary course of business.  By this motion,
Harvard requests the entry of an order authorizing and
approving the Shutdown Agreement.


DOW CORNING: Application to Employ Solicitation Agent
-----------------------------------------------------
The debtor, Dow Corning Corporation applies to employ D.F.
King & Co., Inc. as solicitation agent.  The debtor requests
the services of D.F. King as its agent to design and manage
a program to solicit acceptances of its reorganization plan.  

According to the debtor, this firm is the nation's largest
independent solicitation firm and one of the oldest and most
experienced solicitation firms in the country.  Its
customary billing rates range from $100 to $300.


DOW CORNING: Insurance Co. Objects to Disclosure Statement
----------------------------------------------------------
Traveler Casualty & Surety Company objects to the proposed
Second Amended Disclosure Statement of Dow Corning
Corporation, debtor.

Travelers states that there was an understanding between
debtor's counsel and Travelers' counsel that Traveler was to
be included within the definition of "Settling Insurer"
under the proposed second amended plan.

An exhibit to the proposed second amended plan lists
Travelers as having "remaining limits" of $218,300,662
pursuant to the settlement agreement.  Travelers does not
know how the debtor arrived at that number, and Travelers is
not included in a list of insurers that have executed a buy
out settlement even though the settlement agreement includes
a buy-out with respect to certain Dow Corning primary
policies.


FRETTER: Motion for Order Approving Global Settlement
-----------------------------------------------------
Fretter, Inc. and its affiliated debtors are seeking court
approval of a proposed global settlement between the
debtors, Dixons U.S. Holdings, Inc. (the Silo Entities) and
its affiliates and certain other key parties in interest.

On the effective date of the Global Settlement, the Silo
Entities will receive $8.5 million.  The pension plans of
the Silo Entities will ultimately be terminated, and plan
assets will be distributed to plan beneficiaries in
accordance with applicable regulations.

Fretter is the subject of many lawsuits or claims by
individual creditors of the Silo Entities.  As part of the
Global Settlement, Silo shall obtain a court order
determining that Alter Ego Claims are the exclusive property
of the bankruptcy estates of the Silo Entities, and that
Silo's creditors are permanently enjoined and barred from
bringing Alter Ego Claims against Fretter and Alter Ego
claims are released pursuant to the Global Settlement.  

The effectiveness of the Global Settlement is contingent
upon a resolution of disputed claims against Fretter.
General unsecured creditors of Fretter with allowed
prepetition claims shall receive a distribution of not less
that 45% of such claims.

On the Effective Date, the settling parties will release one
another from causes of action between them.  The debtors
believe that the Global Settlement is an alternative to
long-term litigation.  It allows unsecured creditors a 45%
return, claims will be withdrawn and litigation will be
ended.


GREATE BAY: Applies to Employ Special Land Use Counsel
------------------------------------------------------
Greate Bay Hotel and Casino, Inc. as debtor applies for
entry of an order authorizing the debtor's employment of
Perskie, Nehmad & Perillo as special land use counsel.

The debtor requires the services of the firm for the special
purpose of representing the debtor in real estate and land
use matters.  The debtor needs representation in connection
with land use matters, specifically a pending prerogative
writ action in the Superior Court of New Jersey, Appellate
Division, between the debtor and The Atlantic City Zoning
Board of Adjustment.  

The action relates to a challenge by the debtor to the
granting of a certificate of land use compliance to a "gold
store" located near the entrance of the Sands Hotel and
Casino (owned by the debtor).  The Sands contends that this
use is not permitted under the existing zoning ordinance,
and left unchallenged, the continuation of the use will have
a deleterious effect on its business.


HOME HOLDINGS: Objects to Proof of Claim of AmBase
--------------------------------------------------
Home Holdings, Inc., debtor, objects to the proof of claim
filed by AmBase Corporation.

AmBase filed a proof of claim dated February 19, 1998
asserting an unsecured non-priority claim against the debtor
in the total amount of $57,136,920.  The debtor indicates on
its Schedule F that AmBase holds a contingent claim in the
amount of no more than $11,703,136.

AmBase's proof of claim is based upon sections of the Stock
Purchase Agreement and a "Tax Sharing Claim" which AmBase
alleges that the debtor owes under a Consolidated Income Tax
Agreement between AmBase and The Home Insurance Company.

Home Holdings objects to the proof of claim due to:
(a) A holdback claim representing an overstatement of a $23
million basket because AmBase failed to take into account
payments of over $2 million made by Home Holdings.
(b) A litigation claim that has no basis in law or fact.
(c) A tax sharing claim that reflects AmBase's improper
reversal of prior tax sharing payments and an improper
charge of interest.


INSILCO CORP: Sold for $437 M - 5 Years After Bankruptcy
--------------------------------------------------------
Insilco Corp. will be sold to Donaldson, Lufkin & Jenrette
Inc.'s merchant-banking unit for $437 million in cash, stock
and assumed debt, the third time the diversified
manufacturer will trade in a decade.

DLJ Merchant Banking Partners II said yesterday that it will
buy 90 percent of Dublin-based Insilco, which makes
industrial parts and publishes yearbooks, for $44.50 a share
in cash and stock. The fund is assuming $280 million of
Insilco debt.

Insilco moved to Dublin from Midland, Texas, in 1993 after
emerging from bankruptcy protection. None of its 20
manufacturing operations is in Ohio. The company operates
sites in 11 states, with several overseas facilities.

The $3 billion DLJ fund uses a little of its money and a lot
of debt to buy companies in the hopes of selling them later
at a profit. It's taking control of Insilco from a Goldman,
Sachs & Co. investment fund in the same business.  When
Goldman's Water Street Corporate Recovery Fund I LP took
control, Insilco's prospects weren't as bright.  Water
Street specialized in buying bonds of troubled companies and
using its holdings to wrest concessions and equity stakes.
The fund stopped making new investments and the partners who
managed it left Goldman in 1991 after clients complained the
investment bank was competing with them to take over
companies.

Insilco, acquired in a 1988 buyout by Wagner and Brown,
filed for bankruptcy in January 1991. Goldman's fund traded
its Insilco bonds for 57 percent of the company's stock when
it emerged from bankruptcy two years later.  DLJ will pay
Insilco shareholders $42.98 in cash and 0.03419 shares of
the new company. The investors will get $172.6 million in
cash and 137,328 shares of the new company.
(Columbus Dispatch 03/25/98)


MARVEL ENTERTAINMENT: Equity Panel Wants Bondholders Back
---------------------------------------------------------
Marvel Entertainment Group Inc.'s equity committee has asked
the court to kick out Chapter 11 Trustee John Gibbons and
return bondholders to control of the company.  The panel
argued that Gibbons's appointment on Dec. 22 quickly became
embroiled in controversy as parties in interest took appeals
from the order appointing him and the decision denying his
application to employ his law firm as counsel.
(Federal Filings Inc. 26-Mar-1998)


MARVEL ENTERTAINMENT: Toy Biz Announces $20M Working Capital
------------------------------------------------------------
Toy Biz, Inc. announced that it has completed the necessary
arrangements for the extension of its working capital line
of credit.   As currently structured, the line of credit
will provide the Company with up to $20 million (increasing
to $29 million during October through mid-November) in
financing.  The facility is being provided by The Chase
Manhattan Bank and Swiss Bank Corporation.

As previously announced, Toy Biz has put forward a proposal
to combine Toy Biz and Marvel.  The Toy Biz proposal has the
support of Marvel's Senior Secured Creditors and the
Official Committee of Marvel's Unsecured Creditors.


MIDCOM: Committee Seeks Re-Referral of Frontier Motion
------------------------------------------------------
The Official Unsecured Creditors' Committee of Midcom
Communications Inc. requests that the bankruptcy court re-
refer the motion for entry of order authorizing and
directing Micdcom Communications Inc. to enter into a
postpetition reciprocal buy/sell arrangement with Frontier
Corporation, for the bankruptcy court's disposition.

Frontier Corporation sued the debtor for alleged
misappropriation of confidential information and for
allegedly inducing Frontier's executives to breach their
agreements with Frontier. Frontier sought injunctive relief
and $11 million in damages.

Since substantially all of Midcom's assets were sold in
January, 1998 to WinStar Communications, Inc., the Committee
believes that the Frontier proceedings should be referred to
the bankruptcy court since the bankruptcy court is in a
better position to determine whether Frontier's buy/sell
agreement "arose" after the petition date or whether the
agreement was of benefit to the estate, both of which are
required to be established by Frontier to entitle it to a
priority status as against the other unsecured creditors of
Midocom.  WinStar did not request an assignment of the
buy/sell agreement.


MOLTEN METAL: Committee's Objection to Retention Plan
-----------------------------------------------------
The Official Unsecured Creditors' Committee of the debtors
files a limited objection to the debtors' motion for
authority to enter into an Employee Retention Plan.

The Motion proposes to pay the debtors' 24 executives over
$1.5 million in severance pay.  The Committee believes that
the proposal in its current form grants severance far too
generous for the debtors' top two executives, each of who
would receive 65 weeks of severance pay, and would allow
executives to receive the maximum severance without regard
to their post-petition tenure.  

The Committee suggests alternative payments, linked with the
debtors' and the executives' performance.  The Committee
also points out that it is not clear form the motion whether
severance and bonuses to be paid under the Motion are in
replacement of, or in addition to any pre-petition
employment contracts that the debtors may have with their
employees.  The Committee would support the motion only if,
and to the extent that the severance and bonuses it requests
are in replacement of any pre-petition contracts.


PEGASUS GOLD: Order Approves Coopers & Lybrand
----------------------------------------------
The court entered an order on March 19, 1998 authorizing the
debtor to retain and employ Coopers & Lybrand LLP for the
debtors in all matters requiring the services of certified
public accountants. The debtors shall deliver the sum of
$85,000 as a retainer to Coopers & Lybrand for services to
be rendered.


PEGASUS GOLD: Severance and Retention Program Hearing Set
---------------------------------------------------------
On April 10, 1998, Pegasus Gold Corporation, et al. will
present a motion seeking authority to adopt and implement
the Severance and Retention Plan and the Vacation Pay
option. The total cost of the Severance and Retention Plan
is in excess of $3 million.  In support of its request,
Pegasus Gold includes as exhibits incentive programs similar
to the ones proposed to attract and retain a debtor's key
employees.  The debtor includes the programs of Stratosphere
Corporation, The Wiz, Inc., Greate Bay Hotel & Casino, Inc.,
Venture Stores, Inc., MobileMedia Communications, Inc. and
Bradlees Stores, Inc.


PHELPS TECHNOLOGIES: Seeks Approval for $9.3 M Sale
---------------------------------------------------
Phelps Technologies, Inc. and Phelps Tool and Die Houston,
Inc., debtors, seek an order granting the debtors authority
to sell substantially all of their assets at an auction.  
The debtors also seek approval of the assumption and
assignment of executory contracts and unexpired leases,
establishing bidding procedures, setting an auction and
hearing date; and approving the form of notice of such sale.

The debtors have received a proposal to purchase most, but
not all of their assets from Foxconn Corporation for
approximately $9.3 million plus the purchase price
attributable to inventory.

Any competing bid must exceed Foxconn's offer by at least
$200,000. A break up fee of $60,000 is included in the
offer.  The debtors state that the break-up fee is
appropriate and narrowly tailored to compensate Foxconn as
the stalking horse.


SOLV-EX CORP: United Tri-Star To Acquire 12% Interest
-----------------------------------------------------
Pursuant to the previously announced agreement of February
11, 1998, United Tri-Star Resources Ltd. announced that it
has closed into escrow an 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 assets and
interests, principally Alberta oil sands leases and related
technologies.  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 and UTS
have closed into escrow an agreement with Koch Oil Sands
Limited Partnership ("Koch"), pursuant to which Koch will
acquire a 78 percent working interest in those assets.  UTS
has previously announced that pursuant to that agreement it
would retain a 10 percent working interest in those assets,
plus Solv-Ex's 12 percent for an aggregate of a 22 percent
working interest in those assets.  UTS has also
acquired 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 the receipt of
necessary Court approval in the United States and Canada.


DLS CAPITAL PARTNERS: Bond Pricing for Week of 3/23/98
------------------------------------------------------
Following are indicated prices for selected issues:

American Rice 13 '02                      77 - 80 (f)
Amer Telecasting 0/14 1/2 '04             18 - 20
Asia Pulp & Paper 11 3/4 '05              94 - 95
APS 11 7/8 '06                            24 - 25 (f)
Boston Chicken 7 3/4 '04                  56 - 57
Bradlees 11 '02                            7 - 8 (f)
Brunos 10 1/2 ''05                        18 - 20 (f)
CAI Wireless 12 1/4 '02                   20 - 23
Cityscape 12 3/4 '04                      43 - 47
E & S Holdings 10 3/8 '06             82 1/2 - 84
Grand Union 12 '04                    51 1/2 - 52 1/2 (f)
Harrah's Jazz 14 1/4 '01                  29 - 31 (f)
Hechinger 9.45 '12                        75 - 76 1/2
Hills 12 1/2 '03                      91 1/2 - 93
Great Bay 10 7/8 '04                      87 - 88 (f)
Levitz 9 5/8 '03                          44 - 46 (f)
Liggett 11 1/2 '99                        73 - 75
Marvel 0 '98                           4 1/2 - 5
Mobilemedia 9 3/8 '07                 11 1/2 - 12 1/2 (f)
Penn Traffic 9 5/8 '05                    44 - 46
Royal Oak 11 '06                      75 1/2 - 78
Trump Castle 11 3/4 '03               95 3/4 - 96 3/4
Wickes 11 7/8 '03                     96 1/2 - 97 1/2


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A listing of meetings, conferences and seminars appears
each Tuesday.   

Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.    
      

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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Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
  
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         * * *  End of Transmission  * * *