TCR_Public/980428.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, April 28, 1998, Vol. 2, No. 84                   

                  Headlines

ALLIANCE ENTERTAINMENT: Seeks 2-Week Exclusivity Extension
BARRY'S JEWELERS: Seeks Rejection of Leases
BENNETT FUNDING: Trustee Wants Simpson Thacher Out
BONNEVILLE PACIFIC: Plans Reorganization
BRUNO'S: Needs Global Settlement Procedure

CRAGAR INDUSTRIES: Gets Credit Line
ERNST HOME: Motion to Extend Time on Leases
FIRST ENTERPRISE: Order Authorizes Financial Advisors
FIRST ENTERPRISE: Termination of Closed Store Leases
FIRST ENTERPRISE: Twenty Largest Unsecured Creditors

GENERAL WIRELESS: Favorable Ruling in FCC Litigation
GRAND-UNION: Arranges $300 Million Credit Facility
GREATE BAY: Seeks to Employ Real Property Tax Counsel
HOSPITAL STAFFING: Relationship with Arthur Andersen Ends
MARVEL: Toy Biz Seeks To Disqualify Icahn Votes

MANHATTAN BAGEL: Applies to Retain Local Counsel
MOLTEN METAL: Applies to Employ Special Counsel
NORTHWEST: Blames Delays on Unions
PARAGON TRADE: Kimberly-Clark Seeks Reconsideration
PEGASUS GOLD: Sale of Pullali Project Approved

SEARCH FINANCIAL: Seeks Time to Assume or Reject Leases
THE SCORE BOARD: Applies to Employ Special Counsel
THERMADYNE HOLDINGS: Plan of Merger
TRANSIT-CASUALTY: Receivership Recovers $1 Billion
VENTURE STORES: Agrees to Sell Lease Rights to Kimco
WESTMORELAND COAL: Amended Plan Ups Value

Meetings, Conferences and Seminars

              *********

ALLIANCE ENTERTAINMENT: Seeks 2-Week Exclusivity Extension
----------------------------------------------------------
Claiming to be "on the verge" of filing a reorganization
plan, Alliance is seeking a two-week extension of its
exclusive plan filing and solicitation periods.  Even
though the company is ready to file the plan if compelled
by the court, Alliance argued that the short extension is
"at the behest and for the benefit" of the major creditor
constituencies. (Federal Filings, Inc. 27-Apr-1998)


BARRY'S JEWELERS: Seeks Rejection of Leases
-------------------------------------------
The debtor, Barry's Jewelers, Inc. has determined to cease
operations at 10 store locations, and to reject the
underlying leases.  The stores covered by the leases have
each proved to be unprofitable.  The leases are located in
Biltmore Square Mall, Asheville, North Carolina; Northe
Towne Square in Toledo, Ohio; Woodville Mall, Northwood,
Ohio; Castleton Square in Indianapolis, Indiana; College
Mall in Bloomington, Indiana; Inlet Square in Murrells
Inlet, South Carolina; Santa Maria Town Center in Santa
Maria, California; Southpark Mall in Strongsville, Ohio;
Mill Creek Mall in Erie, Pennsylavania and First Colony
Mall in Sugarland, Texas.

The debtor has concluded that there is no value or equity
in the leases, especially in light of the risk of incurring
administrative rent related to those locations while
seeking a potential assignee.


BENNETT FUNDING: Trustee Wants Simpson Thacher Out
--------------------------------------------------
In the latest of conflict of interest problems, U.S.
Trustee Carolyn S. Schwartz asked a federal bankruptcy
judge to remove the law firm of Simpson Thacher & Bartlett
from the Bennett Funding Group, Inc. bankruptcy case.    
The trustee is also asking the judge to force the firm to
give up $8 million in fees and expenses the firm has
already been paid and $7.6 million Simpson says it is owed
in the two year old case.

Simpson denies it did anything wrong in its work for
Bennett and Equivest Financial Inc., a time-share financing
company that is 90% owned by Bennett but is not in
bankruptcy.

According to The Wall Street Journal, April 27, 1998, this
dispute stems from Simpson's work last fall on the
restructuring of Equivest, best known for its Resort
Funding Inc., unit. Richard C. Breeden, trustee for
Bennett, had the company agree to allow Credit Suisse First
Boston Corp. have the first claim on Equivest assets so
that the investment bank would agree to lend $105 million
to refinance Equivest's debt.  Breeden then had two new
directors appointed to Equivest's board, voting him
chairman and CEO.  At the request of the Bennett creditors'
committee, Breeden then had Bennett agree to convert the
$25 million loan into Equivest stock.

Breeden told the court that he had bought 3,000 shares of
Equivest stock for about $17,000 for his own account.  
Schwartz said Simpson failed promptly to disclose to the
court that it had done work for both Bennett and Equivest,
and that the firm did "actual harm" to Bennett by allowing
its position to be subordinated to Credit Suisse First
Boston's interest.  She also said the firm made an
inadequate and late disclosure that it had advised Breeden
on his personal stock purchase.

Breeden said Credit Suisse First Boston merely took the
place of another lender that would have been repaid before
Bennett.  The value of Bennett's stake in Equivest nearly
tripled as a result of restructuring, he said.


BONNEVILLE PACIFIC: Plans Reorganization
----------------------------------------
Nearly 6 1/2 years after filing bankruptcy, Bonneville
Pacific's court- appointed trustee, Roger Segal, has
proposed a plan of reorganization that soon could have the
company back in business and striking out on its own.
Shortly after filing for bankruptcy in 1991, many of the
debtor's assets were revealed to be based upon a
pyramid of paper transactions. Four of the company's
officers and directors later were indicted for fraud.

Over the years, the lawsuit filed by the Trustee in the
case resulted in settlements that brought in more than  
$150 million to the company's reorganization effort.  At
the same time, Segal pared down the company's assets until
only a core of four profitable businesses  remained.

Bonneville Pacific's four profitable operations are: a 50
percent interest in a large power project outside of Las
Vegas; a small power plant near San Diego; an oil and gas
company that owns property in Colorado, New Mexico and  
Kansas; and a company that manages and operates power
plants.

The proposed plan calls for all unsecured creditors, owed
an estimated $100 million, to be paid in full with
interest.  Shareholders would receive stock in the
reorganized company that Segal hopes will quickly qualify
to be listed on NASDAQ. Bonneville's stock closed Wednesday
at $1.62 per share. The stock traded as low as 1/10th of
cent per share in 1994.   Bondholders, owed an estimated
$65 million, would receive their principal, plus simple
interest at the rate of 7.32 percent, which Segal
negotiated down from the 7.75 percent interest the bonds
originally promised.

The U.S. Bankruptcy Court still must rule on whether the
disclosure statement spelling out details of the
reorganization is adequate. Then creditors and others with
an interest in the case will get a chance to vote on  
whether it is acceptable.  Many shareholders and
bondholders also will be eligible to share in some $15
million collected from settlements in a class-action
lawsuit separate from the bankruptcy proceedings. Among
those that have settled in that action are several
companies that helped underwrite Bonneville Pacific's
securities offerings.  (Salt Lake Tribune; 04/23/98)               
          

BRUNO'S: Needs Global Settlement Procedure
------------------------------------------
PWS Holding Corporation and Bruno's Inc. et al, need a
global settlement procedure to settle prepetition claims
against their estates.  The debtors currently face 205
discrimination claims, 20 wage claims, 244 personal injury
claims that have progressed to the level of actual
litigation, and 10 garnishment claims.  The debtors are
seeking approval of the court for the procedures to settle
these claims.


CRAGAR INDUSTRIES: Gets Credit Line
-----------------------------------
Cragar Industries Inc., which has been on rocky financial
footing since its largest customer filed for bankruptcy
protection last year, said it has secured an $8.5 million
credit line from NationsCredit Commercial Funding.
(Arizona Republic; 04/24/98)


ERNST HOME: Motion to Extend Time on Leases
-------------------------------------------
Ernst Home Center, Inc. states that since November 1996,
the debtors have been liquidating their assets under
Chapter 11.  There are six leases, thirteen subleases and
nine other leases, which generate annual net cash flow to
Ernst of approximately $800,000,

Ernst is actively negotiating a transaction to sell its
interest in the Income Leases for $6 million.  Ernst
requests that the court further extend its deadline to
assume or reject the leases through and including July 31,
1998. The debtor claims that the complexity of the case and
the large number of leases involved justifies an extension.  
The income leases are among the primary assets of the
estate, and Ernst agrees to comply with its obligations
under the leases.


FIRST ENTERPRISE: Order Authorizes Financial Advisors
-----------------------------------------------------
On March 17, 1998, Judge Ronald Barliant authorized the
retention and employment of John Kolleng, Nancy A. Ross and
High Ridge Partners, Inc. as their financial advisors.  

The debtors are seeking authorization to pay an increased
retainer of $37,500 to debtors' financial advisors.


FIRST ENTERPRISE: Termination of Closed Store Leases
----------------------------------------------------
First Enterprise Financial Group, Inc. f/k/a Centre Capital
Funding Corporation and First Enterprise Acceptance
Company, debtors, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code on March 12, 1998.
Prior to filing their petition, the debtors closed 21
stores.  To the extent that the closed store leases have
not otherwise been terminated prior to the petition date,
the debtors request authority to reject the closed store
leases to avoid any administrative claims that may be
asserted against the estate.  The debtors believe that the
rejection of the leases is in the best interest of the
debtors' estates and that the leases, insofar as they are
still in effect, are onerous and burdensome to the debtors.


FIRST ENTERPRISE: Twenty Largest Unsecured Creditors
----------------------------------------------------
The 20 Largest Unsecured Creditors of First Enterprise
Financial Group, Inc.

Banc One Capital Corporation
Florida Infomanagement Services, Inc.
Moody's Investor Sevice
Mayer, Brown & Platt
The Nasdaq Stock Market, Inc.
Coopers & Lybrand
Grubb & Ellis Management
USN Communications
Berry, Adams, Quackenbush & Dunbar
Valentine & Mays
PR Newswire, Inc.
Rentokil Inc.
System Packing
Federal Express
CSC Corporation
SNL Securities
Lucent Technologies
CompuServe
Drost, Schultz & Pohl
Ameritech

The 20 Largest Creditors of First Enterprise Acceptance
Company

Emerald Coast Auto Sales, Inc.
Fiserve Integration Solutions
Bell South
New York Life
Fortis Benefits
United Parcel Service
National Computer Point, Inc.
Hand Arendall, LLC
Howard Graphics Printing & Engraving
AT&T
Manpower, Inc.
Federal Express, Inc.
Dell Computer
Business Telephone Systems
Albergotti & Davidson LLP
Regions Bank/Leasing Div.
GTE
Carleton, Inc.
LaMalle Revocable Trust
Betbeze Realty Co.


GENERAL WIRELESS: Favorable Ruling in FCC Litigation
----------------------------------------------------
In a lengthy bench ruling, Federal Bankruptcy Judge Steven
A. Felsenthal avoided $954 million in note obligations  to
the Federal Communications Commission ("FCC") that were
executed in March,  1997 shortly before the FCC suspended
payments on all C-Block debt on March 31, 1997.  The Court
determined that reasonably equivalent value was not
exchanged  when the FCC granted 14 C-Block PCS licenses to
subsidiaries of General  Wireless, Inc. in January, 1997.  
The Court revealed the licenses to  $166 million as of
January 27, 1997. After application of the $106 million in  
payments already made to the FCC, GWI's remaining
obligation is now $60  million.

Roger D. Linquist, President and Chief Executive Officer of
GWI, said, "We applaud the Court's findings and look
forward to quickly deploying our network and providing the
low cost wireless telecommunications services that
were  envisioned when General Wireless was formed four
years ago."

Under federal bankruptcy law, a constructive fraudulent
conveyance cause of action must be filed within one year of
the transaction.  The GWI case is unique in that it is the
only C-Block licensee to file a claim within one year  of
the grant of its FCC licenses.  These circumstances may not
exist for other C-Block licensees and could preclude them
from pursuing similar remedies.

"We still have several hurdles to clear but today's ruling
provides a commercially viable solution which will enable
GWI to get a reorganization plan confirmed," Linquist said.  
While the FCC may appeal the decision, the Court expressed
its belief that the ruling will actually help the FCC to
fulfill its  Congressional mandate to quickly deploy
licenses, increase competition and  foster small business
entry into the wireless telecommunications industry.   "Our
creditors and equity investors have been very supportive
during this litigation, and we expect they will continue
their commitment to enable the company to emerge from
Chapter 11."


GRAND-UNION: Arranges $300 Million Credit Facility
--------------------------------------------------      
The Grand Union Company said today that it has signed a
firm underwritten commitment letter from S.B.C. Warburg
Dillon Read and Lehman Brothers for a  $300 million credit
facility as part of the Company's proposed capital  
restructuring plan.  Receipt of this commitment was an
integral requirement of the capital restructuring plan
negotiated with an unofficial committee of Senior
Noteholders representing approximately $275 million of the
Company's  $595 million in Senior Notes and announced on
March 30.  

As previously announced, the Company expects to commence
the solicitation of consents from the Senior Noteholders
and the holders of its preferred stock within the next two
weeks.  Grand Union anticipates the filing of a voluntary  
prepackaged Chapter 11 petition within approximately 30
days after the commencement of the solicitation.  Under
terms of the proposed restructuring plan, trade and
business creditors will be unimpaired and will continue to
be paid in the ordinary course of business.  

J. Wayne Harris, Chairman of the Board and Chief Executive
Officer, said, "It is our expectation that we will emerge
from a voluntary prepackaged bankruptcy this summer as a
vibrant new Company, significantly deleveraged and  
prepared to move ahead aggressively with a growth-oriented
five-year business  plan. Upon approval of our financial
restructuring by the Noteholders and confirmation in the
bankruptcy court, we will be well positioned
to become one  of the premier supermarket chains in the
areas in which we operate."

Mr. Harris said, "Implementation of the capital
restructuring plan will mark the first time in more than 10
years that Grand Union can operate without the onerous debt
burden that has prevented it from being truly competitive.   
The deleveraging will eliminate all $595 million of the
Company's Senior Notes will help to provide the necessary
funds for the Company to execute its business plan and take
advantage of our strong growth and capital development  
potential.  It is important to note that the plan intends
that all trade and business creditors will be unimpaired."  

The Company also announced that five members of its Board
of Directors have resigned.  They are James J. Costello,
Clifford A.  Miller, Geoffrey T. Moore, Roger E. Stangeland
and J. Richard Stonesifer.  The resigning Directors were
representatives or appointees of preferred shareholders.  
No successors were named and the Board is now comprised of
the remaining six Directors.  

Pursuant to the restructuring plan, the Board of the
reorganized Company shall include Mr. Harris, Jack W.
Partridge, Vice Chairman and Chief Administrative Officer,
and Gary M. Philbin, President and Chief Merchandising  
Officer. The Board will also include eight independent
Directors to be nominated by the unofficial committee of
Senior Noteholders.

Additionally, the Company said it received a letter from
representatives of the preferred shareholders stating that
they do not approve the terms of the capital restrucuturing
plan.  They further stated they do not believe the  
Company may solicit consents to the capital restructuring
plan without their consent.  The Company said it believes
that the position stated by the representatives of the
shareholders is without merit, and as such, the Company  
is proceeding to implement the agreement in principle
reached with the Noteholders Committee.  


GREATE BAY: Seeks to Employ Real Property Tax Counsel
-----------------------------------------------------
Greate Bay Hotel and Casino, Inc., GB Holdings, Inc. and GB
Property Funding Corp. are applying for an order
authorizing and approving the employment of Rosenblum, Wolf
& Lloyd, PA as special real property tax counsel,
particularly with respect to 1996 and 1997 real property
tax appeals.  For the services of attorneys Edward G.
Rosenblum and John R. Lloyd, the firm charges $350. per
hour.


HOSPITAL STAFFING: Relationship with Arthur Andersen Ends
---------------------------------------------------------
In its Form 8K filed with the Securities Exchange
Commission on April 22, 1998, Hospital Staffing Services
reported that on April 2, 1998 the client-auditor  
relationship  between  Hospital Staffing Services, Inc. and
Arthur Andersen, LLP ceased. It was a decision
made by the Company's'  prior  management.  The Company  
considers this to be an urgent  matter and wants to ratify
the actions of prior management.  A formal resolution or  
ratification of prior management's  actions will be
obtained and filed promptly.

As was previously reported the Company filed for protection
under Chapter 11 of the Federal Bankruptcy Code and as such  
engagement of another  accounting firm requires  approval
from the Court.  The Company has been engaged in  
discussions with Ernst & Young,  LLP and a proposal has
been put before the Court;  however, the required  approval
was not obtained as of Friday, April 10, 1998.  On-going
discussions continue with Ernst & Young, LLP to overcome
the obstacles presented by the Court.

During the period, subsequent to the non-acceptance of the
Ernst & Young, LLP proposal, the Company has continued to
contact, hold discussions and negotiate acceptable fee
arrangements with a series of accounting firms including
Ernst & Young, LLP. Upon selection and approval of fee  
arrangements by the Courts, an announcement of the  
company's external accounting firm will be issued
immediately.  It is the Company's intention to complete  
this process with all prudent haste.


MARVEL: Toy Biz Seeks To Disqualify Icahn Votes
-----------------------------------------------
Claiming that ballots have not been cast in good faith, Toy
Biz Inc. has asked the court to disqualify votes by Carl
Icahn's High River Limited Partnership and Westgate
International L.P. to reject Toy Biz's reorganization plan
for Marvel.  In addition, Toy Biz argued that the secured
debt purchased by High River and Westgate should be
disallowed because Marvel and its affiliates have
offsetting claims well in excess of $60 million. (Federal
Filings Inc. 27-Apr-98)


MANHATTAN BAGEL: Applies to Retain Local Counsel
------------------------------------------------
Manhattan Bagel Company, Inc. and I. & J. Bagel, Inc. seek
to retain Aaron, Dautch, Sternberg & Lawson LLP as local
counsel for the debtors in the Bagel Brothers litigation.  
This firm would aid the firm of Del Deo, Dolan, Griffinger
& Vecchione in relation to Manhattan Bagel's $6 million
claim against the Bagel Brothers entities.


MOLTEN METAL: Applies to Employ Special Counsel
-----------------------------------------------
Molten Metal Technology, Inc. and its affiliates, as
debtors, seek authority to employ the law firm of Foley
Hoag & Eliot LLP and Arnold M. Zaff, of the firm to serve
as special counsel in connection with corporate,
securities, domestic and foreign tax, labor and
environmental matters.  The debtors wish to continue and
expand relationships in which they license and share use of
their technologies in the context of joint ventures and to
negotiate profitable domestic and foreign licensing
agreements.  The debtors need the services of counsel with
expertise in technology and joint venture transactions to
effectuate these agreements.

The court has previously approved the applications to
employ Cohn & Kelakos LLP, debtors' Chapter 11 counsel and
Latham & Watkins as special counsel to address governmental
investigatory and procurement issues.  The debtors have
also applied to hire Hamilton, Brook, Smith & Reynolds to
serve as special intellectual property counsel; and Bass,
Berry & Sims Plc to serve as special counsel to address
sales and use tax abatement proceedings in the State of
Tennessee.  The debtors state that the services of these
professionals do not overlap.


NORTHWEST: Blames Delays on Unions
----------------------------------
Northwest Airlines Corp. said Wednesday that a small number
of its union workers were causing flight delays and
cancellations to spur movement in contract talks that began
in late 1996.   A few members of the Machinists union and
possibly the Air Line Pilots Association grounded some
aircraft for little or no cause in the last few days,
causing delays at airports in Detroit and Minneapolis-St.
Paul, Northwest spokesman Jon Austin said.

Pilots and some mechanics can cancel a flight and ground a
plane for mechanical reasons. Recently, an average of more
than 40 of Northwest's 1,700 daily flights have been
grounded, up from a more typical 20 to 30. Austin said  
only a small minority of workers may have abused the power.

The Eagan, Minn.-based airline began wage talks in
September, 1996, with its six unions, whose members took
pay cuts in 1993 to keep the airline from going bankrupt.
Its three largest unions are the Machinists, with 27,000  
members; the Teamsters, which represents 10,000 flight
attendants, and the pilots association, with 6,120 members.

The unions said in a statement Wednesday that they will
conduct informational picketing about the talks Friday at
Northwest's annual shareholders meeting in New York.

The airline reported a profit of $71 million for the  
first quarter, up 9.9 percent from a year ago and exceeding
Wall Street's expectations. (Chicago Sun-Times; 04/23/98)


PARAGON TRADE: Kimberly-Clark Seeks Reconsideration
---------------------------------------------------
Kimberly-Clark Corporation (KC) filed a motion with respect
to the order granting limited relief from the automatic
stay entered on April 10, 1998.  KC initiated this matter
when it filed its motion for relief from stay.  The motion
sought authority from the court for KC to continue
litigation pending against the debtor Paragon Trade Brands,
Inc. in the U.S. District Court for the Northern District
of Texas.

KC states that the court's order exceeds the bankruptcy
court's subject matter jurisdiction.  The order includes a
directive to KC to respond to reasonable requests by the
debtor regarding whether an "alternative product" designed
by debtor infringes any patent owned by KC.  This directive
in no way relates to KC's motion or any other party's
motion and therefore the court's order does not address any
issue properly before it.  KC also argues that the Texas
action is not properly before this court, that the
bankruptcy court lacks personal jurisdiction over KC
matters other than those directly raised by the motion for
relief from the stay, that the bankruptcy court does not
have authority to grant the relief ordered (by issuing what
amount to a mandatory injunction), and the order appears to
require KC to waive its attorney client privilege, by
identifying the patent infringements.


PEGASUS GOLD: Sale of Pullali Project Approved
----------------------------------------------
A hearing having been held on April 10, 1998, Judge Gregg
W. Zive entered an order authorizing the debtors to sell by
means of an auction their wholly owned nondebtor susidiary,
Pegasus Minera de Chile, Ltda., which owns a gold
development and production project located near Santiago,
Chile, called the Pullali Project.


SEARCH FINANCIAL: Seeks Time to Assume or Reject Leases
-------------------------------------------------------
Search Financial Services Acceptance Corp., and its
affiliates, as debtors seek time to assume or reject
unexpired leases of nonresidential real property.

The debtors state that they require additional time to
evaluate thoroughly and determine the proper disposition of
each lease.  They believe that an extension of time to
assume or reject the leases through confirmation is
justified.  The debtors claim that the leases are
indispensable to the debtors' reorganization efforts, and
that the debtors must preserve their right to continued
occupancy to enable them to carry on their business
operations.  A proposed sale of substantially all of the
assets of MS is set for April 23, 1998 and it is unclear
how that sale will impact the debtors' determination of the
leases that should be assumed or rejected.  If the 60-day
period is not extended, the debtors will be compelled
either to assume large, long-term liabilities or to forfeit
the leases prematurely.  The extension of time requested
will enable them to make informed business judgments.


THE SCORE BOARD: Applies to Employ Special Counsel
--------------------------------------------------
The Score Board, Inc. and The Score Board Holding
Corporation filed an application to employ Cohen &
Silverman as special counsel to the debtors.  The debtors
desire to employ Cohen & Silverman as special counsel to
continue to advise and represent the debtors with respect
to the debtors' ongoing marketing and promotional campaigns
and programs, including a sweepstakes drawing for a
valuable trading card, or the random distribution of
redemtpion cards pursuant to which a holder can redeem
particular cards for memorabilia.


The attorney that the firm anticipates will provide
services to the debtors charge between $200 and $300 per
hour.


THERMADYNE HOLDINGS: Plan of Merger
-----------------------------------
In a Registration statement filed with the Securities
Exchange Commission on April 23, 1998, Thermadyne Holdings
Corporation reported that a special meeting of stockholders
will be held on May 21, 1998 to consider and vote on a
proposal to approve and adopt an Agreement and Plan of
Merger dated as of January 20, 1998, between the Company
and Mercury Acquisition Corporation, pursuant to which
MergerSub will be merged with and into the Company.

Pursuant to the Merger, each share of common stock, par
value $0.01 per share, of the Company issued and
outstanding immediately prior to the effective time of the
Merger (other than (i) Shares held by the Company as
treasury stock or owned by MergerSub, which Shares shall be
canceled, and (ii) Shares as to which appraisal rights
have been validly perfected) will be converted at the
election of the holder thereof and subject to the terms
described herein, into either (a) the right to receive
$34.50 in cash or (b) the right to retain one fully paid
and nonassessable share of the Company's common stock
following the Merger.

Approval and adoption of the Merger Agreement requires the
affirmative vote of the holders of a majority of the
outstanding shares of the Company's common stock entitled
to vote at the Special Meeting.
            

TRANSIT-CASUALTY: Receivership Recovers $1 Billion
--------------------------------------------------
The liquidator for Transit Casualty Co. has announced that
it has recovered $1 billion in assets for Transit
Casualty's policyholder claimants and creditors.
According to court-appointed liquidator Burleigh Arnold,
this is a significant milestone for Transit Casualty in
Receivership.  Transit Casualty, founded in 1945, was a
Missouri-chartered property and casualty company which  
state regulators declared insolvent in 1985.

In 1990, the company was declared by the U.S. Congress "to
be the Titanic of property and casualty insurance
insolvencies in the nation's history, with liability and
outstanding claims of approximately $4 billion."  During
the liquidation process, the bankrupt company has
maintained offices in Los Angeles and Jefferson City, Mo.

The announcement regarding the collection milestone was
made in a report issued by Arnold to Transit Casualty
creditors and policyholder claimants. That report noted
that Transit has paid its creditors more than $230 million  
and has allocated more than $637 million for payments to
court-approved creditors, the large percentage of which are
located outside Missouri.

"Insurance industry experts said we'd be lucky to collect
$300 million," said Arnold, who attributes the
Receivership's success to the "dedicated
work  of the Transit Casualty Collection team."

The Receivership is under the supervision of Jefferson City
Circuit Judge Byron L. Kinder.  In addition to Arnold and
his staff, the collection team has consisted of Big 6
accounting firm Ernst & Young and general counsel
McCarthy, Leonard, Owen, et al., St. Louis, all of whom
have been working to collect assets and pay the defunct
company's claims.


VENTURE STORES: Agrees to Sell Lease Rights to Kimco
----------------------------------------------------
Venture Stores, Inc. announced today that it plans to sell
and assign the leases on most of its stores and other real
estate to Kimco Realty Corporation.  Kimco is  finalizing
an agreement to lease a majority of the stores to Kmart
Corporation and has preliminary commitments from several
other retailers to take  over most of Venture's other
locations.

Venture will receive at least $95.0 million in cash, less
certain closing adjustments, from Kimco, but could receive
more based on the final lease arrangements.

The court is expected to review the Kimco offer, which has
the support of the official committee representing
Venture's creditors, and any competing bids for the lease
rights and rule on the proposed transaction at a hearing on
June 1.  

With bankruptcy court approval, Venture will hire an
outside firm to conduct inventory  clearance sales at all
of its store locations. Customers will have through May 7
to make returns or exchanges, and to redeem gift
certificates.  Inventory clearance sales at all stores will
begin as soon as possible after the court approves the
transaction, which Venture expects will happen at a hearing
on May  7.  The company anticipates that most of its
locations will be turned over to new tenants this summer.

In a press release issued by Kimco Realty Corp., the
company stated that subject to bankruptcy court approval it
will purchase Venture's leasehold position at 89 locations,
including 56 properties pursuant to two unitary leases
currently in place with Kimco, 30 properties pursuant to a
master lease with Metropolitan Life Insurance Co. and three  
properties leased by Venture from others.  Kimco said it
also entered into an agreement with Metropolitan Life to
purchase the 30 fee and leasehold positions of the
properties currently leased to Venture.


WESTMORELAND COAL: Amended Plan Ups Value
-----------------------------------------
Westmoreland Coal Co. amended its plan of reorganization to
reflect a revised estimate of the company's reorganization
value of approximately $221.5 million, an increase from the
$200 million estimate in the company's original plan.  The
company noted that the $221.5 million value does not
include the assumption of certain employee obligations
pursuant to the plan but does include the 20% interest in
Westmoreland Resources Inc. held by Morrison Knudsen Corp.
(Federal Filings, Inc. 27-Apr-98)


Meetings, Conferences and Seminars
----------------------------------
April 27, 1998
   THE NEW YORK BAR ASSOCIATION
      Continuing Legal Education Seminar:
      "The Bankruptcy Code and New York Matrimonial Law --
      Anticipating and Dealing with Insolvency in a
Divorce"
         Southgate Tower Hotel, New York City
            Contact: 1-800-582-2452

April 30-May 3, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 1-3, 1998
   NATIONAL ASSOCIATION OF CONSUMER BANKRUPTCY ATTORNEYS
      6th Annual Convention
         Fountainbleau Hilton Resort, Miami, Florida
            Contact: 1-703-803-7040

May 7-9, 1998
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      20th Annual Advanced ALI-ABA Course of Study
      in Banking and Commercial Lending Law
         Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-215-243-1630

May 18, 1998
   THE NEW YORK BAR ASSOCIATION
      Continuing Legal Education Seminar:
      "The Bankruptcy Code and New York Matrimonial Law --
      Anticipating and Dealing with Insolvency in a
Divorce"
         Buffalo Hilton, Buffalo, New York
            Contact: 1-800-582-2452

May 22-25, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club
         Cape Cod, Massachusetts
            Contact 1-617-720-1355

May 28-30, 1998
   THE NEW YORK BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Seattle, Washington
            Contact: 1-800-CLE-NEWS

May 31-June 5, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 3-6, 1998
   ASSOCIATION OF INSOLVENCY ACCOUNTANTS
      Seminar
         San Francisco, California
            Contact 1-541-858-1665

June 4-6, 1998
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Charleston Place, Charleston, South Carolina
            Contact: 1-800-CLE-NEWS      

June 8-9, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-12, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicgo, Illinois
            Contact 1-903-592-5169 or ram@ballistic.com

June 11-14, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

July 23-24, 1998
   THE PRACTICING LAW INSTITUTE
      How to Handle Consumer Bankruptcy Cases:
      A Practical Step-by-Step Guide
         PLI Conference Center, New York City
            Contact: 1-800-260-4PLI

July 23-25, 1998
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations (Advanced Course)
         Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

July 24-29, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

August 6-9-1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
September 17-20, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      Midwest Mid-Year Meeting
         Oak Brook Hills Resort & Hotel
         Oak Brook, Illinois
            Contact: 1-616-372-6500

September 21-23, 1998
   STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
      7th Annual States' Taxation and Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      13th Annual Nid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

October 8-10, 1998
   AMERICAN LEGAL INSTITUTE-AMERICAN BAR ASSOCIATION
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 16-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

May 3-4, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         San Francisco, California
            Contact 1-903-592-5169 or ram@ballistic.com   

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                    *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

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  * * *