TCR_Public/980519.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, May 19, 1998, Vol. 2, No. 99                  

                  Headlines

ALLIS-CHALMERS: Bankruptcy Filing Possible in Future
BUSTER BROWN: Hearing to Consider Confirmation of Plan
CALDOR: BankBoston Announces $450 Million Credit Facility
DEBBIE REYNOLDS: Offer for Hotel Ended
FINANCIAL INSTRUMENTS: Sues Aptt for $15.6 Million

GRAND UNION: Shareholders and Noteholders Favor Plan
HAITAI ELECTRONICS: Banks to Convert Loans into CBs
HARVARD INDUSTIRES: Reports 2nd Quarter Results
HORIZONTAL VENTURES: Reports First Quarter Results              
HYATT REGENCY: Lender Supports Plan for Reorganization

LOT$OFF: Receives Favorable Court Order
MS FINANCIAL: Fleet Financial Completes Purchase
MARVEL ENTERTAINMENT: Looking to Sell Off Fleer Unit
MARVEL ENTERTAINMENT: Reports First Quarter Results                      
PACKAGING PLUS: Notification of Late Filing

PARAGON TRADE: 10-Q For Period Ended March 29, 1998
PEGASUS GOLD: Wins 75-Day Extension of Exclusivity
PIE MUTUAL: Ex-PIE Executive to Pay Back $1.4M
POCKET COMMUNICATIONS: Lenders, FCC Expect to File Plan
RAYTECH: Raytech Announces First Quarter Results for 1998         

REINHOLD INDUSTRIES: Files Quarterly Report with SEC
STRATOSPHERE CORPORATION: Court Orders Confirmation of Plan
STRATOSPHERE CORP: Plan Opposed By Underwriters
U.S. LEATHER: Results for Quarter Ended March 31, 1998
ZENITH: Top Shareholder May Pull Out

Meetings, Conferences and Seminars

                  *********

ALLIS-CHALMERS: Bankrutpcy Filing Possible in Future
----------------------------------------------------                  
Allis-Chalmers Corporation reported a net income of
$137,000 or $.14 per common share, in the first quarter of  
1998 compared with a net loss of $604,000, or $.60 per
common share, in the same quarter of 1997.

Allis-Chalmers and its subsidiaries incurred a liability to
the PBGC for an amount equal to the unfunded benefit
liabilities of a certain Consolidated Plan.  The PBGC has
estimated that the unfunded benefit liabilities and the
accumulated funding deficiencies total approximately $67.9
million.

Prior to its termination, the Consolidated Plan had an
accumulated funding deficiency in the taxable years 1995,
1996 and 1997.  Those deficiencies have resulted, or will
result, in a liability to the Internal Revenue Service
(IRS) for certain excise taxes in the amount of
approximately $900,000.  On March 2, 1998, Allis-Chalmers
sent the IRS a formal Offer in Compromise of the Company's
tax liability. If a satisfactory settlement cannot be
reached with the IRS, or if definitive documentation of the
PBGC Agreement is not achieved for any other reason, Allis-
Chalmers will evaluate other alternatives, including a
bankruptcy filing.

In addition to its financial results, Allis-Chalmers noted
two concerns regarding its future, the difficulty in
completing an acquisition and limited financial resources.  
The Company's lack of cash for investment, restrictions  
on debt financing and its liability to the PBGC for the
underfunding of the pension plan all contributed to the
Company's inability to complete an acquisition in 1997.  
While continuing to pursue an acquisition the present  
financial condition of the Company and pending resolution
of pension issues makes it difficult to accomplish.


BUSTER BROWN: Hearing to Consider Confirmation of Plan
------------------------------------------------------
In a notice published in the Wall Street Journal on May 18,
1998, the debtor, Buster Brown Apparel, Inc. et al.,
announced that a haring shall be held on June 17, 1998 to
consider the entry of an order confirming the Amended Joint
Plan of Reorganization dated May 7, 1998 proposed by the
debtors together with The Chase Manhattan Bank, Cerberus
Partners LP and Merrill Lynch, Pierce Fenner and Smith
Incorporated.  Any objections to the plan must be filed so
as to be received no later than June 10, 1998.

The debtors' Amended Disclosure Statement was approved on
May 8, 1998 as containing adequate information.


CALDOR: BankBoston Announces $450 Million Credit Facility
---------------------------------------------------------
BankBoston Retail Finance Inc. and The Caldor Corporation
announced today that, with the receipt of bankruptcy
court approval, they have closed on a $450 million
replacement DIP facility and  emergence credit facility.
Caldor is the fourth-largest discount department store
chain in the U.S. Based in Norwalk, Conn., the company
operates 145  stores in nine East Coast and mid-Atlantic
states.  BankBoston Retail Finance created a financing
package for Caldor comprised of two components -- a DIP and
emergence facility.


DEBBIE REYNOLDS: Offer for Hotel Ended
--------------------------------------
Debbie Reynolds Hotel & Casino Inc. lost ground in its
effort to escape Chapter 11 bankruptcy protection, as a
Florida investor revoked his offer to buy 92.5 percent of
the Las Vegas hotel for $15.6 million. Separately, the
hotel company said its Hollywood Motion Picture &
Television Museum closed after the nonprofit foundation
that owns its collection removed most of it.

In March, Central Florida Investments, a private company
owned by Florida timeshare developer David A. Siegel,
agreed to buy control of the company. Siegel is owner and
president of Westgate Resorts. Under a bankruptcy court-
approved rescue agreement, unsecured creditors were to
receive 5 percent of the company, with shareholders
receiving the remaining 2 percent.

Siegel's offer was equivalent to 3 cents a share, although
the company's stock traded as high as 64 cents after his
offer was announced. It fell 4 cents to 24 cents Monday, in
trading of 269,500 shares. (Las Vegas Review Journal-
05/12/98)


FINANCIAL INSTRUMENTS: Sues Aptt for $15.6 Million
--------------------------------------------------
Financial Instruments Group founded by John F. Aptt under
the pretense of building affordable housing in Central
America has sued him for $15.6 million in losses,
unpaid loans and exemplary damages, according to legal
documents filed in U.S. Bankruptcy Court.  Allegedly, Aptt
separated hundreds of investors from millions of dollars in  
what security regulators describe as one of the largest
Colorado Ponzi schemes of the '90s.

The company is asking the court to award $10.6 million for
losses the company suffered and another $5 million in
punitive damages.  Appt and his wife are charged with
negligence, unjust enrichment, breach of fiduciary duty and
corporate waste and asks for the following money:

$10 million outstanding to creditors and investors in the
company.

$350,000 for personal loans advanced to Aptt and his family
and not repaid.

$236,200 in salary and loans given to Aptt and family
members.

The company's attorney said that it isn't common in
bankruptcy proceedings to demand wages be  repaid, but he
said in this case it is warranted.  The civil suit charges
that allowing the couple to keep their compensation  
would "unjustly" enrich them for "corporate waste and
mismanagement" and for "perpetrating a Ponzi scheme."

Most of the more than 750 investors bought bonds promising
returns from 12.5 percent to 100 percent or more a year.
As its financial predicament worsened, the company lowered
its interest rate on its newer bonds to 12.5 percent.

The couple also faces a civil suit from the U.S. Securities
and Exchange Commission, which shut down Financial
Instruments Group and four related companies and froze
their assets last May.  "There are no criminal proceedings
yet," Appel said. "That would be up to the Department of
Justice. (Denver Business Journal - 05/08/98)


GRAND UNION: Shareholders and Noteholders Favor Plan
----------------------------------------------------
Grand Union Co. said its preferred shareholders and certain
senior noteholders will vote in favor of a revised  
restructuring plan that calls for its common and preferred
stock and senior notes to be canceled and exchanged for
other securities.  Grand Union said it plans to solicit
consents from senior noteholders and preferred holders on
May 22, and expects to commence a voluntary Chapter 11
bankruptcy filing about 30 days later.

Under terms of the new agreement, all of the company's
senior notes will be canceled and exchanged for all of the
reorganized company's common shares.  Its existing common
stock will be canceled and exchanged for five-year warrants
to buy about 1.5 percent of the new common stock at an
exercise price of $19.82 a share. Preferred stock will be
canceled and exchanged for five-year warrants to buy about
10.5 percent of the new common stock at $19.82 and 2.5
percent of the new common stock at $23.15.

The preferred shareholders will also receive four-year
warrants to purchase about one percent of the new common
stock at an exercise price of $12.32 per share.
The company said it expects the restructuring to be  
completed this summer. (Reuters: International - 05/18/98)


HAITAI ELECTRONICS: Banks to Convert Loans into CBs
---------------------------------------------------
According to industry sources on May 10, eight merchant
banks  -- including Daehan, Nara, Central, Tong Yang,
Korea-French and  Korea International  --  have agreed to
change their loans worth 100 billion won to the bankrupt
Haitai  Electronics into convertible bonds (CBs) with a  
maturity of three years.

The sum is to be extracted from the eight merchant banks'
1.6 trillion won credits extended to Haitai Electronics as
the ill- fated business group has consistently asked its
creditors to make  an equity participation in order to  
alleviate its financial burden.

The decision may also induce commercial banks to convert
into CBs their credits to Haitai Electronics and Haitai
Heavy Ind. Accordingly, Haitai Electronics can pursue its
normalization without the burden of redeeming its debts to
merchant banks. Merchant banks, however, decided not to
accept Haitai Group's request for capital contribution in
the latter's confectionery business lines. (Korea Economic
Weekly - 05/18/98)


HARVARD INDUSTIRES: Reports 2nd Quarter Results
-----------------------------------------------
Harvard Industries, Inc., a major producer of OEM
automotive parts and accessories today reported results for
the second quarter.  For the quarter ending March  
31, 1998, consolidated net sales amounted to $206,339,000,
compared with $209,226,000 for the second quarter in 1997.

After deducting accrued dividends and accretions related to
the Company's 14-1/4% PIK Preferred Stock of $0 and
$4,224,000 for the quarters ended March 31, 1998 and 1997,
respectively, the net loss for the quarter ended March 31,  
1998 attributable to common shareholders was $3,081,000 or
a net loss of $0.44 per common share, compared with a net
loss of $172,378,000 or a net loss of $24.57 per common
share, for the quarter ended March 31, 1997.

Consolidated net sales for the six months ended March 31,
1998 amounted to $403,391,000, compared with $396,487,000
for the six months ended March 31, 1997.  After deducting
accrued dividends and accretions related to the Company's  
14-1/4% PIK Preferred Stock $0 and $8,448,000 for the six
months ended March 31, 1998 and 1997, respectively, the net
loss for the six months ended March 31, 1998 attributable
to common shareholders was $8,600,000 or a net loss of  
$1.22 per common share, compared with a net loss of
206,770,000 or a net loss of $29.47, for the six months
ended March 31, 1997.

During the six months ended March 31, 1998, several
businesses were divested.  Currently, a number of
businesses are for sale.  Harvard Industries, Inc., through
its subsidiaries, designs, develops and manufactures a
broad range of components for original equipment
manufacturers, producing cars and light trucks in North
America and abroad.


HORIZONTAL VENTURES: Reports First Quarter Results             
--------------------------------------------------   
Horizontal Ventures, Inc. announced results for its first
quarter ended March 31, 1997.  In view of the vast
differences between the Company's structure in the first
quarter of 1997 and that of this year, the comparison of
operating results are considered to be irrelevant by
management.

Revenue for the first quarter ended March 31, 1998 was
$34,689 compared to revenue of $103,318 in the same period
last year.  All revenue in the quarter was from oil
production at Cat Canyon, which was acquired by the Company
in November 1997.  The decline in revenue reflects the
decrease in drilling activity for third parties in the
quarter as management focused on completing its three well
program at the Cat Canyon field.  In addition, weak oil
prices and poor weather in February caused revenue to be
lower than initially projected, although with lifting costs
stabilized at under $4 per barrel, the Cat Canyon operation
is currently profitable.  The Company reported a net loss  
of $358,304 for the first quarter of 1998 compared to a net
loss of $77,827 in the year ago period.

On March 26, 1998, the Southern District Court of Indiana
accepted the final accounting and closed the case on the
Company's bankruptcy, marking an end to nearly a year of
restructuring for Horizontal Ventures.

Horizontal Ventures is an oil and gas exploitation and
production company focused on exploiting declining
production wells by applying a low cost, short  
radius horizontal drilling technology, developed by Amoco
Corporation, to significantly boost production rates.


HYATT REGENCY: Lender Supports Plan for Reorganization
------------------------------------------------------
The primary lender for the Hyatt Regency Cincinnati said
Wednesday that it supports a proposed solution to the
downtown hotel's financial troubles.  If Cincinnati City
Council and the U.S. Bankruptcy Court approve the new  
bankruptcy settlement, the second one proposed since the
hotel's partnership filed for Chapter 11 bankruptcy
protection in 1994.  The agreement provides for about $6
million in renovation.

The new agreement would give the city 16 percent equity
ownership in the Hyatt, in exchange for forgiveness of past
due rent and all rent through December 1, 2006. The new
deal reduces the principal and interest of TIAA's initial
loan to $34 million from $45 million. TIAA would receive
$16 million in cash, about 60 percent of what it was owed
in interest payments. All told, the total loss to TIAA
would be almost $12 million. The first agreement reduced
the TIAA's principal and interest to $28 million, which is
why the group appealed.

If the council and bankruptcy court approve the deal, HRC
Limited Partners would add $750,000 to its initial
investment of $12 million and tap into the hotel's earnings
for the past three years, which it hasn't been allowed to  
touch because of the bankruptcy. (Cincinnati Enquirer-
05/07/98)


LOT$OFF: Receives Favorable Court Order
---------------------------------------                             
San Antonio based LOT$OFF Corporation announced today that
Judge Leif M. Clark has rendered his decision and entered
an order in the Company's favor effectively denying
creditors leave to file late proofs of claim, or,
alternatively, excuse from filing proofs of claim by  
finding that the confirmation of the Company's plan of
reorganization, as  amended and modified, operates as res
judicata to bar the allowance of any late  claims that have
been or might be filed in the Company's bankruptcy case.  
The Company's position was supported by the Class 7 Agent  
(representing unsecured creditors).

Charles "Hop" Fuhrmann, CEO and President of LOT$OFF,
stated that "this order was a very important one for the
Company, its stockholders and the holders of Class 7
Allowed Claims as it reduces the potential amount of claims  
the Company must satisfy (with cash and/or Common Stock to
the extent the Company receives net proceeds from judgments
in its favor, or otherwise, from certain important
litigation brought by the Company) to the aggregate face  
amount of undisputed claims and allowed claims represented
by proofs of claims filed by February 6, 1997."  The
Company estimates that at least $5.9 million of
claims have been eliminated by the Order.


MS FINANCIAL: Fleet Financial Completes Purchase
------------------------------------------------
Fleet Financial Inc. has completed its purchase of loan  
assets from bankrupt MS Financial Inc., a lender to car
buyers with poor credit  histories, the lender said.

The purchase of MS Financial's portfolio of car loans
settles its $55 million debt to its bank creditors, for
which Boston-based Fleet's Fleet Bank is the agent. The
sale was approved by a Texas bankruptcy court. (Bloomberg  
News - Telegram Gazette Worcester - 05/14/98)


MARVEL ENTERTAINMENT: Looking to Sell Off Fleer Unit
----------------------------------------------------
Marvel Entertainment Group Inc. has a buyer willing  
to pay up to $13 million for the confection business of its
Fleer Corp. subsidiary.

The sale of an undisclosed unit worth $12 million to $13
million has been arranged, Collins Seitz, an attorney for
Marvel's court-appointed trustee told  U.S. District Court
Judge Roderick McKelvie during a
hearing Friday.

After the hearing, Marvel's chief financial officer, August
Liguori, confirmed that the asset being sold is the
confection business of Fleer Corp., one of several Marvel
subsidiaries that filed for bankruptcy protection in  
December 1996. But Liguori declined to name the prospective
buyer for the unit,  which includes such products as Dubble
Bubble Gum and Razzles.

McKelvie scheduled a May 26 auction should competing bids
arise. Liguori said the proceeds will be used to satisfy a
$90 million claim against Marvel for financing that allowed
the company to keep operating after the bankruptcy claim
was filed.

Seitz also told the judge that trustee John Gibbons would
then ask the 3rd U.S. Circuit Court of Appeals to remove a
stay Gibbons had asked for that is holding up the
reorganization plan. However, there are other
issues and rulings  still to be resolved.


MARVEL ENTERTAINMENT: Reports First Quarter Results                      
---------------------------------------------------
Marvel Entertainment Group, Inc. announced that for the
first quarter ended March 31, 1998 net revenues were $97.1
million compared to $156.7 million over the same period in
1997.  The net loss for the first quarter was $19.1 million
or $.19 per share vs. $27.8 million or $.27 per share last
year.  The Company continues to incur substantial
reorganization expenses, which for the first quarter of
1998 was $5.1 million.  In addition, the Company recognized
in the first quarter a loss of $3.4 million on the sale of
its confections business.  

In connection with the payment of reorganization expenses,
the Company has on occasion been ordered by the court to
make payment of a portion of these fees.  Thus far, for
1998, approximately $1.5 million has been disbursed. Final  
amounts due professionals will be determined by the court
at consummation.  In a hearing held today, the District
Court continued the Company's motion to allow the use of
cash collateral until May 26, 1998. The Company is
authorized to use cash collateral until this motion is
heard by the court. If this motion is approved, the Company
will resume payments to professionals.  Management of the
Company believes the Company has adequate near-term working
capital to fund normal operations, including the payment of
these professional fees, until the  third quarter of 1998.

As part of the bankruptcy proceedings at today's hearing
the District Court scheduled a hearing on June 12, 1998 to
approve the settlement reported on May 12, 1998 between the
Secured Lenders, Toy Biz and John J. Gibbons, the Company's
Chapter 11 Trustee.  This hearing is pending the lifting of
the stay issued by the Third Circuit Court of Appeals with
regard to the confirmation hearing which was originally
scheduled for May 4 and May 5, 1998.

Since July 1, 1997, due to the dispute over the Company's
ability to control or influence Toy Biz and because Toy Biz
ceased reporting its financial information to the Company,
the Company deconsolidated Toy Biz.  Toy Biz revenues for
the three months ended March 31, 1997 was $34.1 million.


PACKAGING PLUS: Notification of Late Filing
-------------------------------------------
Packaging Plus Services Inc. filed a notification with the
SEC that its Form 10-Q would be filed late. The Company
stated that it has not been able to compile the requisite  
financial  data necessary  to  enable  the  Company  to
have  sufficient  time to  complete  the Company's  
financial  statements  by May  15,  1998,  which is the
required filing date for the Company quarterly report on
Form 10-Q.


PARAGON TRADE: 10-Q For Period Ended March 29, 1998
---------------------------------------------------
Paragon Trade Brands, Inc. and its subsidiaries filed a
Form 10-Q with the SEC for the thirteen week period ended  
March 29, 1998.

Net earnings were $6.0 million in the first quarter of 1998  
compared with net earnings of $3.8 million in the first  
quarter of 1997. Net sales were  $138.3 million  in the
first  quarter  of 1998,  a 1.9  percent increase from the
$135.7 million  reported in the first quarter of 1997.


PEGASUS GOLD: Wins 75-Day Extension of Exclusivity
--------------------------------------------------
Pegasus Gold won a 75-day extension of its exclusive
periods to file a reorganization plan and solicit plan
acceptances to July 31 and Sept. 30, respectively.  The
U.S. Bankruptcy Court in Reno, Nev., approved the mining
company's extension request at a hearing Wednesday over the
objection of two counties in Montana. (Federal Filings,
Inc. 15-May-98)


PIE MUTUAL: Ex-PIE Executive to Pay Back $1.4M
----------------------------------------------
The former senior counsel for the defunct PIE Mutual
Insurance Co. has agreed to return more than $1.4 million
as part of a settlement with the Ohio Department of
Insurance.  The state's motion to settle with Warren L.
Udisky was filed in Franklin County Common Pleas Court to
Judge Michael H. Watson.

Deputy Attorney General Mark Weaver said Mr. Udisky agreed
to return $1.2 million immediately and another $240,000 by
July and to assist lawyers handling the Cleveland-based
PIE's liquidation.  The state took control of what was
Ohio's largest malpractice insurer in December. Liquidation
proceedings began in March. The company left a
deficit of $275 million.


POCKET COMMUNICATIONS: Lenders, FCC Expect to File Plan
-------------------------------------------------------
Pocket Communication Inc.'s debtor-in-possession lenders
and the Federal Communications Commission expect to
file their reorganization plan for Pocket sometime next
week.  The FCC and the lenders also plan to meet next week
to discuss, among other things, various plan proposals that
third parties have submitted to the agency and a possible
extension of the deadline for Pocket to elect a debt
restructuring option. (Federal Filings, Inc. 15-May-98)


RAYTECH: Raytech Announces First Quarter Results for 1998         
---------------------------------------------------------
Raytech Corp. announced net income for the thirteen-week
period ended March 29, 1998 amounting to $3,694 or $1.10
per basic share as compared with $4,282 or $1.32  
per basic share for the corresponding period in 1997.
Pretax income for the thirteen-week period ended March 29,
1998 amounted to $6,689 as compared to $6,482 for the
corresponding period in 1997. The increase of 3.2% is
primarily due to higher net sales and lower selling,  
general and administrative expenses offset by lower margins
in certain market segments.

Net income for the thirteen-week period ended March 29,
1998 amounted to $3,694 or $1.10 per basic share as
compared with $4,282 or $1.32 per basic share for the
corresponding period in 1997. In addition to the items
included in pretax income, the company's tax provision
increased to $2,542 in 1998 as compared to $1,954 in 1997.
The primary reason for the increase is the reversal
of certain valuation allowances in 1997 related to net
operating loss carryforwards of the German operations.

Net sales for the thirteen-week period ended March
29, 1998 increased 6.4% to $62,895 as compared with $59,121
for the same period one year ago. European sales increased
by $2,046.  However, due to adverse foreign currency
fluctuation that was reduced to $677 for the period.


REINHOLD INDUSTRIES: Files Quarterly Report with SEC
----------------------------------------------------
In the first quarter of 1998, Reinhold Industries Inc.
reported net sales that increased $1 million, or 32%, to
$4.3 million, compared to first quarter 1997 sales of $3.3
million. The increase primarily reflects higher sales of
aerospace products and aircraft seatbacks components. Gross  
profit margin increased to 27.3% in the first quarter of
1998 compared to 24.3% in the first quarter 1997, due to  
higher absorption of overhead related to increased sales.


STRATOSPHERE CORPORATION: Court Orders Confirmation of Plan
-----------------------------------------------------------
Stratosphere Corporation and Stratosphere Gaming Corp.
announced that on May 15, 1998, in the Chapter 11
proceedings, the court entered an order confirming
Stratosphere's Restated Second Amended Plan of
Reorganization. The confirmed Plan resulted from extensive
negotiations among various parties and interests.

The confirmed Plan contemplates that Stratosphere will
continue its ongoing operations.  The Plan provides for a
restructuring of the debts of Stratosphere, and it provides
for a redistribution of all of its equity. Creditors will
receive the distributions provided under the Plan as
approved by the Confirmation Order. Distributions will be
made out of cash on hand and cash flow generated by the
ongoing operations of the business.  When the Plan  
eventually becomes effective after receipt of all
regulatory approvals including from the Nevada State Gaming
authorities (which is expected to occur before the end of
the year), the existing board of directors will be
reconstituted with new directors as chosen by the majority  
owners of Stratosphere's outstanding First Mortgage Notes.

All existing equity interests in Stratosphere (including
all outstanding common stock) will be canceled and
terminated.  The First Mortgage Notes also will be
extinguished on the Effective Date. Holders of the first
Mortgage Notes will receive their pro rata distribution of
2,030,000 shares of new common stock in consideration  
for the secured portion of their claims either on the
Effective Date (or, with respect to any Noteholder required
to obtain the approval of the Nevada State Gaming
authorities, on receipt of such approval), and will be
treated as general unsecured creditors for the balance of
their claims.  Wage claims, benefit plan contribution
claims, customer deposit claims, secured tax claims  
and miscellaneous secured claims are unimpaired under the
Plan and will receive payment in full as provided therein.
Certain capital lease claims are impaired and the terms of
such leases are being modified pursuant to the Plan.  
General unsecured creditors will receive pro rata
recoveries from a fund of $6,000,000 to be paid out on the
Effective date or as soon thereafter as practicable.

While Stratosphere's board of directors will change and a
new CEO will be appointed on the Effective Date of the
Plan, Stratosphere's employees and its continued operations
will be unaffected by confirmation of the Plan.  

Stratosphere's First Mortgage Notes are principally held by
affiliates of Carl Icahn and Sky High LLC (formerly held by
Grace Brothers, Ltd.) assuming they receive all required
regulatory approvals, it is anticipated that on the  
Effective Date the majority of Stratosphere's new common
stock will be owned by such parties. Stratosphere's
existing common stock will be canceled as of the  
Effective Date.


STRATOSPHERE CORPORATION: Plan Opposed By Underwriters
------------------------------------------------------
The lead underwriters of Stratosphere's 1995 public stock
offering have objected to provisions in the company's
second amended reorganization plan that would bar the firms
from defending themselves in any future litigation that
Stratosphere may file against them.  "If and to the extent
Stratosphere purports to assert claims against BT Alex.
Brown Incorporated and Montgomery Securities, such
claims are wholly without merit," the firms asserted.  They
added that they "were neither negligent nor did they breach
the terms of the Underwriting Agreement" entered into in
December 1995. (Federal Filings, Inc. 15-May-98)


U.S. LEATHER: Results for Quarter Ended March 31, 1998
------------------------------------------------------
United States Leather Inc. filed a Form 10-Q with the SEC
for the quarterly period ended March 31, 1998.

The Company's net sales in the first quarter of 1998 were
$65.0 million, a decrease of $18.4 million or 22.1% from
the same period one year ago.  Sales from continuing
operations decreased $17.1 million or 20.8%. The decrease
in the first quarter was principally due to lower volumes
in the Automotive Group and a weak retail market in the
Furniture Group and Footwear and Specialty Leather Group.

The Company had a net loss of $7.8 million in the first
quarter of 1998, compared to a net loss of $5.5 million
during the first quarter of 1997.

The Company filed a pre-negotiated Plan of Reorganization
pursuant to which, among other things, the Company's 10
1/4% Senior Notes due 2003 (the "Notes") would be converted
into shares of common stock representing 97% of the
Company's outstanding common stock, with the Company's
existing common stockholders receiving the remaining 3% of
the Company's outstanding common stock.  Pursuant to a
solicitation ending on May 6, 1998, the Plan received the
approval of holders of approximately $102 million aggregate
principal amount of the Notes, representing approximately
88% of the holders who voted pursuant to the solicitation.  
The Plan was also approved by the Company's common
stockholders.  The Company is managing its business as
debtor-in-possession subject to the supervision and control
of the Bankruptcy Court.


ZENITH: Top Shareholder May Pull Out
------------------------------------                       
Zenith Electronics Corp.'s majority shareholder warned
today it may sell its holdings in the embattled television
maker as the company continues to hemorrhage red ink.
The regulatory filing and statement from LG Electronics of
South Korea further clouds Glenview, Illinois-based
Zenith's turnaround chances. Zenith's shares plunged 31
percent to dlrs 2.37 1/2 in midday trading on the New York  
Stock Exchange. Trading of the company's shares had
initially been halted after the announcement.

LG Electronics, which has a 55 percent stake in Zenith,
said it has authorized management to consider substantial
changes in Zenith's capitalization and business operations
and that negotiations are already underway with Zenith.

Zenith late Friday reported a loss in the first quarter
ended March 28 of dlrs 37.8 million, or 55 cents a share,
on sales of dlrs 220 million. The 80-year-old company has
said it has enough money to continue operations until the  
end of June. It has warned that it may seek bankruptcy
protection without dlrs  225 million or more in financing.

As part of its reorganization, analysts expect Zenith soon
to file for Chapter 11 bankruptcy protection that allows it
to reorganize while holding off creditors. The plan likely
would involve selling off its manufacturing assets,  
including its large Melrose Park, Illinois, picture tube
plant, which now employs about 800 people, in a bid to save
its name from extinction.

Analysts say Zenith probably will have another company
manufacture its television and videocassette recorders and
will keep the Zenith name.

Zenith, which has reported only one profitable quarter
since 1985, has never recovered from the competition from
cheaper Japanese televisions that began in the mid-1970s.
It is also facing a serious challenge from industry leader  
Thomson SA of France.

As part of a restructuring effort that will reduce earnings
by at least $150 million this year, Zenith says it plans to
farm out more work to outside companies and capitalize on
its digital television technology patents. (APWire:
Business - 05/18/98)


Meetings, Conferences and Seminars
----------------------------------
May 18, 1998
   THE NEW YORK STATE 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
      14th Annual Bankruptcy & Reorganization Conference
         Grand Hyatt Hotel, San Francisco, California
            Contact 1-541-858-1665 or aia@ccountry.net

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

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, 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  * * *