TCR_Public/980526.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 26, 1998, Vol. 2, No. 103

                        Headlines

ALLIANCE ENTERTAINMENT: Files Plan and Disclosure Statement
AMERICAN ENTERTAINMENT: Debtor Retains Special SEC Counsel
BARNEY'S, INC.: Plan by Committee, Bay Harbor & Whippoorwill
BONNEVILLE PACIFIC: Trustee Moving toward Confirmation
BOYDS WHEELS: Committee Asks for Rule 2004 Exam of Debtor

BRADLEES, INC.: $24.7 Million First Quarter Loss
BRADLEES, INC.: McKelvey Appointed Vice President-Treasurer
BRUNO'S, INC.: Requests Exclusivity Extensions into 1999
BUILDERS TRANSPORT: Case Summary & 20 Largest Creditors
BUSTER BROWN: BNY Commits to Post-Emergence Financing Pact

CPT CORPORATION: Final Distribution Announced
DAKOTA MINING: Files for Chapter 11 Protection
EAGLE-PICHER: Files Prospectus for Exchange Offers
EDISON BROTHERS: Nomura Cuts Ownership Stake to 4.5%
ELDER-BEERMAN: First Quarter Results Announced

FPA MEDICAL: Financial Health Deteriorating Rapidly
GEOTEK COMMUNICATIONS: Discloses 16.17% Equity Interest
HILLS STORES: DDJ Capital Discloses 9.6% Equity Interest
HOSPITAL STAFFING: New VP of Finance & CFO Joins Company
HOSPITAL STAFFING: TRO Against HHS & HCFA Resumes Cash Flow

INTERNATIONAL META: Resistance to Bid for Equity Committee
ITHACA INDUSTRIES: DDJ Capital Discloses 17.5% Interest
JACKSON-HECHT: Principals Admit Bankruptcy Auction Misdeeds
KENETECH CORPORATION: First Quarter Results
KIA MOTORS: Ford Negotiating with Creditors for 51% Stake

LA GEAR: Million Dollar Shoe Sale Approved
LASER STORM: Files for Chapter 11 Protection
MANHATTAN BAGEL: First Quarter Results
MERCURY FINANCE: NYSE Pushes to Delist Shares
NAMCO CYBERTAINMENT: Consensual Amended Plan on the Way

NL FINANCIAL: Hires William B. Dyer as Interim CEO
NL FINANCIAL: Trustee to Depose Principals
NORTHEAST TRACTOR: Trade School Ordered to Liquidate
ONE-STOP WIRELESS: Prepay Joins in Bid for Change of Venue
PAN AM: Reaches Agreement with NationsBank

PEACOCK FINANCIAL: First Quarter Results
PEGASUS GOLD: Files Form 10-K for 1997 Calendar Year
PORTACOM WIRELESS: First Quarter Results
QUADRAX CORPORATION: First Quarter Results
RDM SPORTS: Lenders Agree to Fund Trustee & Litigation

REEVES INDUSTRIES: Special Shareholders' Meeting Called
SEARCH FINANCIAL: Court Gives Final Okay to A&K Employment
SILICON GAMING: DDJ Capital Takes 6.4% Equity Position
SUNBELT NURSERY: 9 Stores Fetch $2 Million
TAPISTRON INTERNATIONAL: Amends Stock Registration Statement

WASTE SYSTEMS: DDJ Capital Discloses 58.8% Interest
WASTEMASTERS, INC.: First Quarter Results
WELCOME HOME: Exclusivity Extended to July 17, 1998
XCL LTD.: Annual Meeting Called for June 30, 1998
ZENITH ELECTRONICS: To Restructure Under Prepackaged Plan
ZENITH ELECTRONICS: NYSE to Delist Common Stock

Meetings, Conferences and Seminars

                        *********

ALLIANCE ENTERTAINMENT: Files Plan and Disclosure Statement
-----------------------------------------------------------
Alliance Entertainment Corp. and 14 of its direct and
indirect subsidiaries filed their Joint Plan of
Reorganization and a Disclosire Statement in support thereof
late Wednesday.  The Joint Plan sets forth the following
classes of claims and their treatment in the event the
Debtors achieve confirmation of the Plan:

  Class: Administrative Claims

    Estimated Claims: $10,173,000

      Treatment: Each holder of an Allowed Administrative
      Claim shall be paid 100% of the unpaid allowed amount
      of such Claim in Cash on the later of: (a) the
      Effective Date or as soon thereafter as reasonably
      practicable; and (b) the first Business Day after the
      date that is 29 calendar days after the date such
      Claim becomes an Allowed Claim or as soon thereafter
      as reasonably practicable. Notwithstanding the
      immediately preceding sentence, Allowed Administrative
      Claims incurred in the ordinary course of business of
      Execusoft, One Stop, One Way, Matrix or A.E. Land and
      on ordinary business terms unrelated to the
      administration of these Reorganization Cases (such as
      trade and vendor Claims other than Major Creditor
      Secured Administrative Claims) shall be paid, at the
      relevant Debtor's or Reorganized One Stop's option, in
      accordance with ordinary business terms for payment of
      such Claims.

  Class: Priority Tax Claims

    Estimated Amount: $47,000

      Treatment: Each holder of an Allowed Priority Tax
      Claim shall receive 100% of the unpaid allowed amount
      of such Claim in Cash or, at the sole option of
      Reorganized One Stop, a Tax Note or a combination
      thereof, on the later of: (a) the Effective Date or as
      soon thereafter as reasonably practicable; and (b) the
      first Business Day after the date that is 29 calendar
      days after the date such Claim becomes an Allowed  
      Claim or as soon thereafter as reasonably practicable.

  Class: Allowed Priority Claims

    Estimated Amount: $0

      Treatment: Each holder of an Allowed Priority Claim
      shall receive 100% of the allowed amount of such Claim
      in Cash on the later of: (a) the Effective Date or as
      soon thereafter as reasonably practicable; and (b) the
      first Business Day after the date that is 29 calendar
      days after the date such Claim becomes an Allowed
      Claim or as soon thereafter as reasonably practicable.

  Class: Allowed DIP Bank Claims

    Estimated Amount: $29,018,000

      Treatment: The DIP Agent, as agent for the holders of
      DIP Bank Claims, shall be paid 100% of any unpaid
      Allowed DIP Bank Claim and the outstanding and unpaid
      fees and expenses of the DIP Agent and the DIP Banks,
      including but not limited to the reasonable fees and
      expenses of Zalkin, Rodin & Goodman, LLP in Cash on
      the Effective Date or as soon thereafter as reasonably
      practicable but in any event not later than the date
      on which a Cash Distribution is first made to any
      other Person under the Plan.

  Class: DIP Guaranty Claims

    Estimated Amount: $0

      Treatment: There shall be no distribution on account
      of the DIP Guaranty Claims, as the holders of the
      Allowed DIP Guaranty Claims shall have been satisfied
      in full through the payment of the related DIP Bank
      Claims.

  Class: Allowed Major Creditor Secured
         Administrative Claims

    Estimated Amount: $22,624,000

      Treatment: Each holder of an Allowed Major Creditor
      Secured Administrative Claim shall receive a
      Distribution equal to 100% of the unpaid allowed
      amount of such Claim: (a) in Cash; (b) by return of
      the respective Major Creditor's products which are
      then in Reorganized One Stop's possession and eligible
      to be returned to such Major Creditor pursuant to its
      established returns policies (with the value of such
      products, for Distribution purposes, calculated at
      cost); or (c) some combination of Cash and such
      products, with the form of such Distribution at the
      sole discretion of Reorganized One Stop, provided,
      however, that the amount of Cash so distributed to
      such Major Creditor shall not exceed the amount of
      post-consummation credit extended by such Major
      Creditor to Reorganized One Stop pursuant to the
      respective Major Creditor Agreement. Such Distribution
      shall be made on the later of: (x) the date such
      Claims would be paid in the ordinary course of
      Reorganized One Stop's business or as soon thereafter
      as reasonably practicable; and (y) on or within 10
      days following the Effective Date

  Class: MLO -- Allowed Mechanics' Lien/Offset Claims

    Estimated Amount: $87,000

      Treatment: Each holder of an Allowed Mechanics'
      Lien/Offset Claim shall receive, at the respective
      Debtor's option and to the extent such Claim is
      secured by collateral in the possession of a Debtor:
      (a) 100% of the allowed amount of such Claim in Cash
      on the later of: (i) the Effective Date or as soon
      thereafter as reasonably practicable; and (ii) the
      first Business Day after the date that is 29 calendar
      days after the date such Claim becomes an Allowed
      Claim or as soon thereafter as reasonably practicable;
      or (b) the return of the relevant collateral. To the
      extent a Claim is partially an Allowed Mechanics'
      Lien/Offset Claim based on an offset right and
      partially an Allowed Claim of another type, such
      Mechanics' Lien/Offset Claim shall be deemed to have
      been setoff only to the extent of the allowed amount
      of the allowed liquidated, nondisputed, noncontingent
      Claim owing from the relevant Debtor and the relevant
      claimant shall have a Claim classified in another
      relevant Class for any excess of such Claim over the
      amount set off. If a Claim is fully an Allowed
      Mechanics' Lien/Offset Claim based on an offset right,
      the allowance of such Claim shall not affect any
      obligations or liabilities due and payable (at such
      time) to the relevant Debtor that are in an amount in
      excess of the amount offset and the payment of all
      amounts due and owing as of the Effective Date to such
      Debtor and the turnover of any property of such Debtor
      held by such claimant on account of any unliquidated,
      disputed or contingent right of setoff shall be a
      precondition of the allowance of such Mechanics'
      Lien/Offset Claim.

  Class: AEL-IDB -- A.E. Land Mortgage Claim

    Estimated Amount: $5,980,000

      Treatment: The A.E. Land Mortgage will be Reinstated.
      No default rate, premium, or compound interest shall
      be allowed.

  Class: Allowed Fee Claims

    Estimated Amount: $6,781,000 (as of the conclusion of
                                  the Reorganization Case)

      Treatment: Each holder of an Allowed Fee Claim shall
      receive 100% of the unpaid allowed amount of such
      Claim in Cash on the later of: (a) the Effective Date
      or as soon thereafter as reasonably practicable; and
      (b) the first Business Day after the date which is 29
      calendar days after the date such Claim becomes an
      Allowed Claim or as soon thereafter as reasonably
      practicable.

  Class: AEC-PSL -- Allowed Prepetition
                    Secured Bank Claims

    Estimated Amount: $137,116,000

      Treatment: The Prepetition Bank Agent, as agent for
      the holders of the Allowed Prepetition Secured Bank
      Claims, shall receive: (a) 87.5% on a fully diluted
      basis of the New Common Stock of Reorganized Alliance;
      (b) all Net Cash Proceeds, as that term is defined in
      the DIP Facility, generated by the liquidation of the
      Dissolving Debtors and Dissolving Nondebtor
      Affiliates; and (c) 100% of the capital stock of
      Concord (to the extent such stock is then held by any
      of the Debtors); (d) Cash in an amount equal to 100%
      of any outstanding and unpaid adequate protection  
      payments required by the DIP Order; and (e) Cash in an
      amount equal to 100% of the reasonable outstanding and
      unpaid fees of the Prepetition Banks and the
      Prepetition Bank Agent, including but not limited to
      the fees and expenses of Milbank, Tweed, Hadley &
      McCloy and Policano & Manzo.  

  Class: GUA - Classes for each Debtor other than
         Alliance Prepetition Credit Agreement
         Guaranty Claims

    Estimated Amount: $42,965,000

      Treatment: Holders of Prepetition Credit Agreement
      Guaranty Claims shall receive no Distribution on
      account of such Claims.

  Class: OSG-MAJ(1) through OSG - MAJ(6); OWR-MAJ(1)
         through OSG-MAJ(6); IND-MAJ(1) through
         IND-MAJ(6) Major Creditor Secured Claims

    Estimated Amount: $75,156,000

      Treatment: Each holder of an Allowed Major Creditor
      Secured Claim against One Stop, in full satisfaction
      of such Claim, shall receive a Cash Distribution of a
      portion of $5 million equivalent to the ratio of such
      unpaid amount to all Allowed Major Creditor Secured
      Claims against One Stop.  Each holder of a Major
      Creditor Secured Claim against any Debtor other than
      One Stop shall receive no Distribution on account of
      such Claim. Notwithstanding anything to the contrary
      in the Plan, each Major Creditor waives its right to
      receive any Distribution on account of any unsecured
      prepetition Claims it may assert against any of the
      Debtors.

  Class: Intercompany Claims

    Estimated Amount: N/A

      Treatment: Intercompany Claims of each Debtor, Concord
      or Nondebtor Affiliate against all other Debtors,
      Concord or Nondebtor Affiliates shall receive no
      Distribution under the Plan and shall be canceled or
      forgiven, at the option of each Debtor or Nondebtor
      Affiliate, as the case may be. Intercompany Claims of
      any Nondebtor Affiliate against any other Nondebtor
      Affiliate shall be unaffected by the Plan.  

  Class: NPC Classes for All Debtors --
         General Unsecured Claims

    Estimated Amount: $211,012,000

      Treatment: Each holder of an Allowed General Unsecured
      Claim against any Debtor, including Senior
      Subordinated Notes Claims against Alliance, shall  
      receive no Distribution on account of such Claim;
      provided, however, that each holder of an Allowed
      Claim in Classes AEC-NPC, EXS-NPC, OWR-NPC, MTX-NPC,
      AEL-NPC and OSG-NPC, shall be entitled to receive, on
      account of such Allowed Claim, a number of Warrants
      calculated pursuant to section 6.5 of the Plan, and
      provided, further, that each such holder shall be
      given a Trust Certificate in a denomination equal to
      one unit for each dollar of such holder's Allowed
      General Unsecured Claim against the respective Debtor.
      Each Trust Certificate shall be classified with
      respect to the particular Debtor against which the
      related Claim is held.

  Class: AEC-16B -- Securities Claims

    Estimated Amount: N/A

      Treatment: Each holder of a Securities Claim against
      Alliance shall receive no Distribution on account of
      such Claim.

  Class: AEC-PRF and -EQT Classes for all Debtors --
         Interests

    Estimated Amount: N/A

       Treatment: Each holder of an Interest in any Debtor
       shall receive no Distribution on account of such
       Interest.

Alliance has asked the Bankruptcy Court in Manhattan to set
a hearing on the adequacy of the Debtors' Disclosure
Statement for June 23, 1998.


AMERICAN ENTERTAINMENT: Debtor Retains Special SEC Counsel
----------------------------------------------------------
Judge Derby for the United States Bankruptcy Court in
Baltimore has authorized American Entertainment Group, Inc.,
AEG Entertainment Limited and Chaos International, Inc., to
retain and employ Paul A. Fischer, Esq., and the law firm of
Jorden Burt Boros Cicchetti Berenson & Johnson LLP as
Special Counsel to represent the Debtors in SEC
investigation matters.  


BARNEY'S, INC.: Plan by Committee, Bay Harbor & Whippoorwill
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Barney's,
Inc. and Bay Harbour Management L.C. and Whippoorwill
Associates, Inc. announced Friday that they have reached an
agreement in principle with Isetan Company Limited and
Isetan of America, Inc. concerning the terms of a proposed
joint plan of reorganization for Barney's, Inc. and its
affiliates.

The Plan provides for the infusion of up to $68.8 million in
new equity, which when combined with bank financing will
enable the Company to exit Chapter 11 with sufficient
capital to support its business plan and provide the
necessary liquidity for its future operations.  The Plan
Proponents believe that the Company has substantially
completed a major restructuring of its operations and has
drastically reduced its costs.  As a result, the Company's
core business has been restored to an operating performance
level which the Company has not experienced in several
years.  Moreover, the Committee said, the enthusiasm and
commitment of the Company's valued employees, and the
increasing confidence shown by the vendor community, coupled
with the results of the restructuring led by Thomas C.
Shull, the Company's President and Chief Operating Officer,
makes the Company well positioned for future growth and
profitability.

Under the terms of the Plan, unsecured creditors (other than
Isetan) in exchange for their allowed claims will receive
new common stock and short term, transferable rights to
subscribe on a pro rata basis for $50 million in new common
stock.  Bay Harbor and Whippoorwill -- the Plan Investors,
who together hold approximately $133 million or 41.5% of the
estimated $320 million in unsecured claims -- have agreed on
behalf of their discretionary accounts to backstop the
rights offering.  In consideration for their backstop of the
rights offering and sponsorship of the Plan, the Plan
Investors also will subscribe for an additional $10 million
in new common stock and will have a four-month option to
purchase up to an additional $8.8 million in new common
stock, which option will be exercisable only to the extent
the Plan Investors would not receive more than 53.6% of the
new common stock.  The Company's existing equity interests
will be canceled.

Under the Plan, all litigation with Isetan will be settled
and Isetan will be the sole owner of the Company's three
flagship stores in New York City, Chicago and Beverly Hills.  
The reorganized Company will enter into modifications of the
long-term leases with Isetan for such stores, which leases
will provide for annual aggregate rent during the first five
years of $12 million, and thereafter the annual aggregate
rent will be $15 million plus certain rent adjustments.  In
addition, Isetan will receive:

     (i) approximately $25.6 million in cash, including
         approximately $3.1 million in respect of an    
         administrative claim,

    (ii) a five-year note having a principal amount of
         $22.5 million,

   (iii) a five-year note in the initial principal amount of
         $3 million which increases at the rate of $3
         million per annum, such that the entire $15 million
         principal amount is due after five years,

    (iv) 5% of the new common stock, and

     (v) a three-year non-transferable warrant to purchase
         2.25% of the new common stock.

The Plan also provides for Barney's Japan, which is owned by
Isetan, to retain an exclusive license for the Barney's name
in Japan, and to operate an existing business in Singapore.  
The reorganized Company will enter into an extension and
modification of the long-term license agreement with
Barney's Japan.  Isetan has further agreed that its license
for the Barney's name for the balance of Asia will be
transferred to a new entity to be 70% owned by the
reorganized Company and 30% owned by Isetan.

Discussions with certain holders of equipment lease
obligations concerning their treatment under the Plan and
discussions with representatives of the Pressman family, who
own or control the existing equity interests, concerning
their treatment under the Plan and their future roles and
responsibilities in the reorganized Company, are ongoing.  
The Plan Proponents are hopeful of reaching a consensual
arrangement shortly.  However, if no such arrangement is
reached, they are prepared to proceed with the Plan process
and have the Plan confirmed by the Bankruptcy Court.

Under the Plan, the percentage allocation of new common
stock to be received by each group is as follows:

     93.5% to unsecured creditors (including stock issued on
           account of claims, in the rights offering and the
           $10 million subscription by the Plan Investors);

      5.0% to Isetan; and

      1.5% to the Pressmans (assuming an agreement is
           reached with members of the Pressman family).  

The foregoing percentages exclude the Plan Investors' option
and Isetan's warrant as discussed above.

The Plan Proponents expect to file the Plan and a related
disclosure statement with the Bankruptcy Court by June 15,
1998 or as soon thereafter as  is practicable.  The
agreement in principle reached among the Plan Proponents  
and Isetan is subject to certain conditions, including the
preparation and  approval of definitive documentation,
obtaining the requisite consent of  creditors, Bankruptcy
Court approval, and obtaining acceptable bank financing  for
the reorganized Company.

The Committee, Bay Harbor and Whippoorwill stated that this
has been a long and difficult process, and they are
enthusiastic about the terms that have been agreed upon and
look forward to working together towards a successful
conclusion to the Company's Chapter 11 cases.  

Mr. Raymond Shapiro, the mediator appointed by the
Bankruptcy Court for the Company's Chapter 11 cases, stated,
"I support the settlements achieved by the parties and
believe that the terms of the creditor  plan provide the
basis for a prompt exit from the Chapter 11 process."


BONNEVILLE PACIFIC: Trustee Moving toward Confirmation
------------------------------------------------------
Roger G. Segal, the Chapter 11 Trustee for Bonneville
Pacific Corporation, reports that the estate sits on
$154,981,141.93 of cash as of April 30, 1998.  

The cash will be used to fund payments to creditors under
the Trustee's Plan of Reoganization filed April 22, 1998.  
The Trustee believes that his Proposed Plan, if confirmed by
the Bankruptcy Court, would resolve most of the legal and
factual disputes which currently affect the Company.

A hearing by the Bankruptcy Court on the adequacy of the
Disclosure Statement, as well as a hearing on the "Trustee's
Motion Regarding Plan Confirmation Issues", is currently
scheduled for June 3, 1998 at 10:00 a.m.


BOYDS WHEELS: Committee Asks for Rule 2004 Exam of Debtor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Boyds
Wheels, Inc., tells the California bankruptcy court that it
wants to continue its investigation of potential claims
against certain insiders, directors, officers and outside
third-parties.  To analyze the Debtors' financial affairs
and the potential claims, the Committee needs more data.  
The Debtor has declined to provide the Committee with the
data, saying the information is confidential.  In a move to
get its hands on the information, the Committee turns to the
Court with a request for an order authorizing it to examine
the Debtor and its officers under Rule 2004.


BRADLEES, INC.: $24.7 Million First Quarter Loss
------------------------------------------------
Bradlees Inc. said losses in the first quarter narrowed to
$24.7 million, or $2.18 a share, from $32 million, or $2.81  
a share, in the same period of 1997.  The company said sales
rose to $293 million, up $16.5 million from the $277 million
recorded a year earlier.  Bradlees said sales gained even
though it closed six stores in February of the latest
quarter.

Bradlees has proposed and filed a plan of reorganization
with the bankruptcy court in Manhattan; a hearing on the
Company's disclosure statement is scheduled for May 27,
1998.  If all goes as planned, the Company expects to
emerge from Chapter 11 this fall.


BRADLEES, INC.: McKelvey Appointed Vice President-Treasurer
-----------------------------------------------------------
Bradlees, Inc., announced the appointment of Paul R.
McKelvey as Vice President-Treasurer.  He will report to  
Neil Moses, Senior Vice President-Chief Financial Officer.
Mr. McKelvey will be  responsible for Risk Insurance,
Taxation, and Financial Services for the  Company.  
Reporting directly to Paul will be Mark Frazier, Director of
Risk  Finance, Mike Kszystyniak, Director of Tax, and John
Livingstone, Manager of  Financial Services.

Mr. McKelvey has extensive experience in the capital
markets, commercial, and investment banking arenas.  Prior
to joining Bradlees, he was Director of  Corporate Treasury
for EMC Corporation and Assistant Treasurer-Corporate
Finance for Duracell International, Inc.  Mr. McKelvey is a
Certified Public Accountant in the State of Connecticut and
began his career with Price Waterhouse.  He earned his
M.B.A. at the University of Connecticut in June of 1979 and
his B.B.A. at St. Bonaventure University in New York in
1974.


BRUNO'S, INC.: Requests Exclusivity Extensions into 1999
--------------------------------------------------------
Bruno's asks Judge Robinson in Delaware for an extension of
its exclusive period during which to file a plan of
reorganization through January 15, 1999 togather with an
extension of its time during which to solicit acceptances of
such plan through March 15, 1999.  The Company noted that
explosion last month at its Birmingham Distribution Center
caused significant disruption in operations.

Bruno's also expressed disappointment with vendors because
only 36 vendors are participating under the DIP agreement
and only 45% of the goods the Debtors receive are sold under
ordinary credit terms.


BUILDERS TRANSPORT: Case Summary & 20 Largest Creditors
-------------------------------------------------------

Debtor:  Builders Transport, Inc.
         1477 Hampton Road
         McDonough, Georgia
               and
         2029 West DeKalb Street
         Camden, South Carolina 29020

Court: Northern District of Georgia

Filed: 05/21/98    Chapter: 11    Case No.: 98-68798

      Affiliated Debtor                    Case No.
      -----------------                     -------
   Builders Transport, Incorporated        98-68799
   CCG Corp., Inc.                         98-68800
   Builders Transport of Texas, Inc.       98-68801
   Alstaff, Inc.                           98-68802
   Applied Logistic Systems, Inc.          98-68803
   Grand Prairie Land Company              98-68804

Debtors' Counsel: Donald L. Rickertsen, Esq.
                  Holland & Knight, LLP
                  1201 West Peachtree Street, Suite 2000
                  Atlanta, GA 30309-3400
                  (404) 817-8500

Financial Condition as of December 31, 1997:

     Total Assets:       $209,329,000
     Total Liabilities:  $235,786,000

Nature of
Business:  The Debtor and its affiliates are principally
           engaged in the truckload carrier industry and
           transport a wide range of commodities in both
           intrastate and interstate commerce.

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
FMB Trust                     Subord. Debentures $50,000,000
NationsBanc Leasing Corp.     Deficiency           1,800,000
EFS National Bank             Fuel & Cash Cards    1,000,000
Bridgestone                   Tires                  500,000
BP Oil, Inc.                  Fuel                   300,000
Fleetcharge/Navistar          Repairs & Parts        200,000
Amerada Hess Corporation      Fuel                   200,000
ComData Network               Parts & Repairs        200,000
AT&T                          Communications         200,000
Crawford & Company            Claims Adjuster        150,000
Hightower                     Advertising            150,000
Fletcher & Springer, LLP      Attorney               100,000
Dothan Tarpaulin Products     Tarps                  100,000
Goodyear Tire & Rubber        Tires                  100,000
McGriff Treading              Tires                  100,000
Anderson, Daniel & Cox        Attorney               100,000
Fletcher's Cobre Tire         Tires                  100,000
Qualcomm Incorporated         Communications         100,000
MEI Corp.                     Parts                   50,000
Corvel Corp.                  Medical Bill Auditing   50,000


BUSTER BROWN: BNY Commits to Post-Emergence Financing Pact
----------------------------------------------------------
Buster Brown Apparel, Inc., et al., have sought and obtained
court authority to pay BNY Financial a $50,000 deposit and a
$93,750 Commitment Fee in consideration of a Commitment
Letter pursuant to which BNY will provide the Debtors with a
Post-Effective Date Financing Facility providing (a) funding
to pay off any borrowings under the $20 million DIP Facility
provided by Foothill Capital and (b) sufficient working
capital for on-going operations.  BNY's Commitment Letter
fulfils one of the conditions precedent to confirmation of
the Amended Joint Plan of Reorganization proposed by the
Debtors, The Chase Manhattan Bank, Cerberus Partners, L.P.,
and Merrill Lynch and filed with the Bankruptcy Court in
Chattanooga on May 7, 1998.  The Debtors will pay a $93,750
Closing Fee to BNY on the Effective Date.


CPT CORPORATION: Final Distribution Announced
---------------------------------------------
The United States Bankruptcy Court for the District of
Minnesota entered an order confirming an Amended Plan of
Reorganization in 1991 for CPT Corporation.  That Plan was
substantially consummated by the Reorganized Debtor in 1991.  
Recently, the Court reopened CPT's case to permit
distribution of New Shares to to general unsecured creditors
(including holders of CPT's 10% Convertible Subordinated
Debentures due November 15, 2001) and holders of Old Equity
Interests.

Friday, CPT published notice of its intention to make a
final distribution under the plan; the establishment of a
June 30, 1998 Bar Date for noting eligibility to participate
in the final distribution; and instructions for the exchange
of bonds for new shares.  

Bondholders and other creditors are instructed to contact
Norwest Bank Minnesota, N.A., at 612-450-2448 for copies of
the plan, other documents, or other information.


DAKOTA MINING: Files for Chapter 11 Protection
----------------------------------------------
The Board of Directors of Dakota Mining Corporation
announced Friday that its sole gold producing subsidiary,
USMX of Alaska, Inc., filed a voluntarily chapter 11
petition in Denver, Colorado.  Dakota  and its subsidiaries
have not been able to resolve their severe liquidity and
other financial problems.  Neither Dakota nor its other
operating subsidiaries have filed for bankruptcy at this
time, although, Dakota said, they may determine to do so in
the future as a result of their financial conditions.

Alan R. Bell, President and Chief Executive Officer of
Dakota, stated, "We have been in discussions with our
debenture holders, principal secured lenders and creditors
for several weeks now, but have failed to reach agreement on
a debt restructure that would allow the Company to continue
as a going concern."  The $1.1 million 90-day interim
financing facility provided by N M Rothschild & Sons,
Limited has expired, as a result of which Rothschild has
applied the cash collateral account to satisfy that loan.

Dakota and its subsidiaries now owe an aggregate of in
excess of $38 million of which approximately $18.4 million
is owed to the holders of Dakota's convertible debentures,
$9.7 million is owed to Rothschild, $3.7 million is owed to
Gerald Metals, Inc. and $5.4 is owed to D. H. Blattner and
Sons.  Of these amounts, USMXAK owes on a secured basis $9.7
million to Rothschild, $1.7 million to Blattner and $0.7
million to other trade creditors.

Bell continued, "Daily operations will continue in the
production of gold at Illinois Creek.  Operations at other
Dakota subsidiaries have already been discontinued except
for limited reclamation and compliance activities."

Dakota continues to request that various state and federal
agencies permit it to draw down on existing cash bonds for
the purpose of funding reclamation and permit obligations at
certain mine sites.  The Company has approximately $9
million in cash bonds associated with its Illinois Creek,
Stibnite, Gilt Edge and Goldstrike mine sites.  The Company
cautioned that here can be no assurance it will succeed in
obtaining the release of these funds or that the funds will
be adequate to satisfy all compliance obligations.


EAGLE-PICHER: Files Prospectus for Exchange Offers
--------------------------------------------------
Eagle-Picher Industries, Inc., filed its Prospectus with the
SEC detailing its offer to exchange $1,000 principal amount
of its 9 3/8% Senior Subordinated Notes due 2008 (the 'New
Notes'), registered under the Securities Act of 1933, as
amended for each $1,000 principal amount tendered of its
outstanding 9 3/8% Senior Subordinated Notes due 2008 (the
'Old Notes') of which $220 million aggregate principal
amount is outstanding.  

Eagle-Picher explains that the form and terms of the New
Notes are identical in all material respects to the form and
terms of the Old Notes, except for certain transfer
restrictions and registration and other rights relating to
the exchange of Old Notes for New Notes. The New Notes
evidence the same debt as the Old Notes and will be issued
under the Indenture governing the Old Notes.  

Concurrently with the Notes Exchange Offer, Eagle-Picher
Holdings, Inc., a Delaware corporation, which owns all of
the capital stock of the Company, is offering to exchange
shares of Parent's 11 3/4% Series B Cumulative Redeemable
Preferred Stock for any and all of its 14,191 outstanding
shares of 11 3/4% Series A Cumulative Redeemable
Exchangeable Preferred Stock


EDISON BROTHERS: Nomura Cuts Ownership Stake to 4.5%
----------------------------------------------------
Nomura Holding America, Inc. reports that, during the period
from January 16, 1998 to May 13, 1998, it disposed of an
aggregate of 280,800 shares of Edison Common Stock at an
average selling price of $7.7119 per share.  This lowers
Nomura's current equity stake in Reorganized Edison to 4.5%.  


ELDER-BEERMAN: First Quarter Results Announced
----------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq: EBSC) reported total
sales for the first quarter hit $126.7 million, with
comparable sales for the first quarter increasing 10.1% over
1997.  The Company reported a net loss of $436,000, or $0.03
per share in the reorganized company, versus a $3.3 million
loss ($26.36 per share loss) for the 13 weeks ended May 3,
1997.

Earnings before interest, income taxes, depreciation,
amortization and expenses related to the Company's
reorganization, or "EBITDA(R)," improved to $5.3 million for
the first quarter, an increase of 19.5% over last year's
first quarter EBITDA(R) of $4.5 million.  Improvement in
EBITDA(R) is the most meaningful measure for comparing
Elder-Beerman's fiscal 1998 performance to fiscal 1997
because the Company's 1997 financial statements were
significantly impacted by reorganization-related expenses.

Frederick J. Mershad, Chairman and Chief Executive Officer,
noted, "Our 1998 first quarter performance continues our
trend from 1997, during which we achieved the second-best
operating performance in our history.  Our department store
comparable sales gains were strong in each of the first
three months of the year and increased 10.6% for the
quarter.  Strong sales, particularly in better and moderate
women's sportswear, men's clothing and sportswear, furniture
and domestics, and a consistent flow of new merchandise to
our stores contributed to these results.  Operating income
improved largely from the leveraging of selling, general and
administrative expenses across our higher sales base.  Our
first quarter results continue to affirm our merchandising
and store operations strategy, which leaves us well-
positioned for the balance of the year."


FPA MEDICAL: Financial Health Deteriorating Rapidly
---------------------------------------------------
FPA Medical Management Inc. shares fell 33 percent yesterday
on news that the manager of physician practices was given a
June 11 deadline by creditors to get its troubled finances
in order.  The San Diego-based company is in technical
default on some of its loans, according to a recent filing
with the Securities and Exchange Commission.  The shares
have lost about three-quarters of their value since Friday,
when the company reported earnings far below estimates.

FPA Medical has grown rapidly through acquisitions and has
taken on more than it can handle.  While this has worried
investors in the past, the financial problems now emerging
call its survival into question, analysts said.  "The
concern has shifted to something much more severe, and
that's whether the company can stay afloat," said John
Ederer, an analyst at Volpe Brown Whelan & Co. who has a
"neutral" rating on the stock.  

Dr. Stephen Dresnick, FPA's new chief executive officer,
said the company has been working with its bankers to
resolve technical issues that pushed the company out of
compliance with its senior debt covenant.  "We were out of
compliance with certain ratios," Dresnick explained.  He
added that FPA has been meeting regularly with its bank
group, which issued a waiver allowing the company time to
resolve the debt issue. The waiver will be reviewed on June
11.  "I can't stress enough that we have not missed any
payments and we have not been late with any payments,"
Dresnick said. "We have a plan of action to address the
operational issues."

In its SEC filing, FPA Medical said that it had $12.4
million in cash at the end of March, down from $23.9 million
as of Dec. 31.  "The biggest issue is probably the lack of
working capital," Ederer said.  Profit before charges in the
first quarter fell to $449,000 from $2.6 million in the
year-ago period, the company said last week.  The company
also said it plans to take a pretax restructuring charge of
as much as $200 million in the second quarter.  FPA Medical
is now facing bigger challenges, though, analysts said.  The
company will need to secure short-term credit to satisfy its
creditors, and if it does manage to survive in the short
term, it will have to change dramatically to keep going.

"They're going to have to really chop this thing big time,"
said Michael LeConey, an analyst at Dirks & Co. with a "buy"
rating on the stock. "Most of these companies have just
grown faster than they really could adjust, because  
it was a great idea at the right time."

Early last week, Moody's Investors Service lowered its
rating on FPA Medical's 6.5% Convertible Subordinated
Debentures "B3" from "B2" and its rating on the company's
senior secured credit to "B1" from "Ba3."  The ratings are
all below-investment grade.  Moody's said it lowered the
ratings due to FPA Medical's "rapidly deteriorating
operating results."

FPA Medical also has been hit with a class-action lawsuit by
shareholders in federal district court in California. The
suit charges the company, some of its executives and
directors and Foundation Health Corp., now part of
Foundation Health Systems Inc., with issuing false
information about FPA Medical's operations to drive up its
stock price.  (San Diego Union And Tribune 21-May-1998).


GEOTEK COMMUNICATIONS: S-C Discloses 16% Equity Interest
--------------------------------------------------------
S-C RIG Investements-III, L.P., and certain affiliated
entities disclose in a recent amendment to their Schedule
13-D filed with the SEC, that S-C holds a 16.17% equity
stake in Geotek Communications, Inc.


HILLS STORES: DDJ Capital Discloses 9.6% Equity Interest
--------------------------------------------------------
Reporting the following purchases and sales of shares in
Hills Stores Company:

               TYPE:
               PURCHASE                       AGGREGATE
     DATE      OR SALE        SHARES              PRICE
     ----      --------       ------          ---------
     3/10/98   SALE         (25,000)        $(71,122.59)
     3/11/98   PURCHASE        1,000          $3,832.50
     3/12/98   SALE         (15,000)        $(68,934.66)
     3/17/98   PURCHASE        5,000         $19,525.00
     3/18/98   PURCHASE       18,400         $82,465.11
     3/19/98   PURCHASE        7,500         $35,850.00
     3/20/98   PURCHASE       40,000        $192,762.51
     4/8/98    PURCHASE       23,400        $104,539.50
     4/15/98   PURCHASE        5,900         $24,514.50
     4/16/98   PURCHASE       13,600         $55,433.60
     4/17/98   PURCHASE       20,000         $78,412.00
     5/7/98    PURCHASE       11,200         $49,336.00
     5/14/98   SALE          (5,000)        $(24,749.15)

DDJ Capital Management LLC currently reports beneficial
ownership of 1,004,734 Shares -- approximately 9.6% of the
outstanding Shares of the Company.


HOSPITAL STAFFING: New VP of Finance & CFO Joins Company
--------------------------------------------------------
Hospital Staffing Services, Inc., filed a Form 8-K with the
SEC disclosing the appointment of Steve Martin as Vice  
President of Finance and Chief Financial  Officer.  The
Company noted that Mr. Martin brings to the Company over
twenty years of in-depth experience in finance and
operations with both public and private organizations.  Mr.  
Martin's areas of expertise include capital acquisition,  
growth planning, operations management and strategic  
planning, primarily in health care, high-tech, service and
manufacturing environments.  

Mr. Martin's health care experience includes working with
companies such as Lutheran General Hospitals, Paragon Home
Care and Care One.  Combined with other industry
experience, he has held such positions as Group Controller,
Director of Financial Planning, Vice President of
Operations, Chief Financial Officer and Senior Vice
President for Marketing and Venture Development.  In these
past positions, Mr. Martin has gained considerable
experience in board representation; private and public fund
raising and capital acquisition; financial planning and
reporting; work-outs; business dissolution; audit, legal
and public reporting; budgeting; new businesses development;
and product life-cycle projection.

The Company additionally indicated that Mr. Martin was
elected to a seaton the Company's Board of Directors.


HOSPITAL STAFFING: TRO Against HHS & HCFA Resumes Cash Flow
-----------------------------------------------------------
On May 6, 1998 Hospital Staffing Services of Tennessee, Inc.
(a fully owned subsidiary of Hospital Staffing Services,  
Inc.) filed an adversary complaint against the Department  
of Health and Human Services, Health Care Financing
Administration, and Wellmark, Inc., as financial
intermediary.  Further, the Company filed an emergency  
motion for a temporary restraining order in an effort to
temporarily restrain HHS, through HCFA, from withholding the
Medicare revenues generated by the operations of the
Company.

On May 15, 1998, the Honorable Raymond B. Ray, Bankruptcy
Judge for the Southern District of Florida, entered a
temporary restraining order enjoining further withholding of
Medicare reimbursements pending order of the Court.  In  
addition, the order required HCFA to immediately wire  
transfer $441,373 to the Company representing funds  
improperly withheld since the bankruptcy filing and such
order further requires HCFA to reinstate the periodic
interim payments to the Company as they become due.

Judge Ray found that "the Plaintiff's success on the merits
is highly likely, irreparable harm will result in the event
the Debtor is not able to obtain access to the funds which
were withheld post petition and/or rely upon future revenues
from post petition services, the threatened  injury to the  
Plaintiff and its affiliates far outweighs any harm
that may result to the Defendants in the event that the  
Court enters the injunction, where the balance of the harm
weighs in favor of the Plaintiff, and the public interest
will be served by the entry of the injunction."


INTERNATIONAL META: Resistance to Bid for Equity Committee
----------------------------------------------------------
A consortium of shareholders in International Meta Systems,
Inc., pitching for formation of an official equity committee
to represent their interests has met resistance from the
Debtor.  

The Debtor points to its schedules of assets and liabilities
to show that the Company is insolvent.  Moreover, the Debtor
"is unaware of any event . . . which would indicate that
'substantial value' exists for holders of equity interest."

Formally, the Debtor says that it neither endorses nor
opposes the formation of an equity committee.  But, "[g]iven
[the] Debtor's financial condition and apparent lack of
equity, it would be unusual to form a committee to protect
equity that does not appear to exist," the Debtor tells the
Bankrupty Court in Austin, Texas.


ITHACA INDUSTRIES: DDJ Capital Discloses 17.5% Interest
-------------------------------------------------------
Reporting the following purchases and sales of shares in
Ithaca Industries Inc:

               TYPE:
               PURCHASE                       AGGREGATE
     DATE      OR SALE        SHARES              PRICE
     ----      --------       ------          ---------
     5/11/98   PURCHASE       26,600         $95,350.36
     5/12/98   PURCHASE      300,000      $1,084,380.00

DDJ Capital Management, on behalf of The Galileo Fund, L.P.
and B III Capital Partners, L.P. LLC, discloses beneficial
ownership of 17.5% of the outstanding shares in Ithaca.


JACKSON-HECHT: Principals Admit Bankruptcy Auction Misdeeds
-----------------------------------------------------------
The two principals of a once-prominent partnership that
auctioned property for bankrupt estates in the New York area
pleaded guilty Friday to stealing money from the proceeds of
sales.  Abbot Jackson and Richard Hecht of Jackson-Hecht
Associates pleaded guilty in federal court in Manhattan to
embezzling more than $120,000. The men admitted they had
taken the funds to cover cash-flow problems.  The charges
resulted from a criminal referral by the federal bankruptcy
trustees' offices in the New York City boroughs of Manhattan
and Brooklyn.  

Until it was placed in involuntary bankruptcy in 1996,
Jackson-Hecht Associates was a prominent auction house for
proceedings in the New York area.  The two defendants face
up to 10 years in prison.  (Reuters 22-May-1998)


KENETECH CORPORATION: First Quarter Results
-------------------------------------------
For the three-month period ended March 31, 1998, Kenetech
Corporation reports a net loss of $4,765,000 on $3,487,000
in total revenues.  


KIA MOTORS: Ford Negotiating with Creditors for 51% Stake
---------------------------------------------------------
Ford Motor Co. is forming a consortium with creditors of Kia
Motors Corp. to secure a controlling 51% stake in the ailing
firm, according to a report from Agence-France Presse.

"The basic position of Ford is that it will not take over
Kia Motors on its own.  Instead, it is seeking to form a
consortium with other local creditor banks to secure a 51%
stake," a Kia Motor spokesman told AFP.  The official
further said Ford's move is in line with its strategy to
increase its market share in Asia through Kia and Ford's
affiliate Mazda of Japan and to cope with the ongoing
mergers and acquisitions among the world's automakers.

Kia owes creditors more than 10 trillion won (7.2 billion
dollars) -- too much for Ford to take on alone, industry
industry sources told AFP.  

Kia Motors, under court receivership in South Korea,
indicated that it hopes to submit a plan detailing how it
will settle debts by the end of August.


LA GEAR: Million Dollar Shoe Sale Approved
------------------------------------------
Judge Barry Russell for the bankruptcy court in Los Angeles
has given his okay to the sale of 269,707 (plus or minus 5%)
pairs of shoes by LA Gear, Inc., to ACI International, at
$5.75 per pair.  The sale yields approximately $1.7 million
to the Debtor's estate.  


LASER STORM: Files for Chapter 11 Protection
--------------------------------------------
Laser Storm, Inc. announced Friday that it filed a voluntary
petition for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for
the District of  Colorado.  

Laser Storm has suffered significant losses over the last 2
years as a result of its attempt to make the transition from
a manufacturer to an operator of Laser Tag Arenas.  Although
the Company was seeking additional funding since the
underwriter of its IPO shut down its West Coast operations
in late 1996, the lack of financial backing led Laser Storm
to sell or close all of its company-owned stores and lay off
more that 100 employees.

Bob Cooney, Laser Storm's CEO, commented, "The filing of
Chapter 11 is a necessary step in turning Laser Storm
around.  The closing of several of our company-owned stores
left us with several million dollars of contingent
liabilities from real estate leases.  It was proving
impossible to move Laser Storm forward with that huge cloud
hanging over us."  Cooney continued, "We intend to file our
plan of reorganization in the next several weeks.  In the
meantime, our plan is to focus our energy on the sales,
marketing and research and development of our award-winning
Laser Tag systems."   

Laser Storm sells interactive laser tag systems to family
entertainment centers and amusement parks around the world.  
Its award-winning games are located in 42 states and 20
countries.  


MANHATTAN BAGEL: First Quarter Results
--------------------------------------
For the three-months ended March 31, 1998, Manhattan Bagel
Company, Inc., and its subsidiaries, report a net loss of
$398,337 on total revenues of $7,685,694.  


MERCURY FINANCE: NYSE Pushes to Delist Shares
---------------------------------------------
Shares in Mercury Finance Co., a lender of auto loans to
people with bad credit, were suspended from trading on the
New York Stock Exchange after the lender said it would file
for Chapter 11 bankruptcy protection earlier this month.  
The NYSE said it would apply to the Securities and Exchange
Commission to delist Mercury's stock.  


NAMCO CYBERTAINMENT: Consensual Amended Plan on the Way
-------------------------------------------------------
On May 4, 1998, within its exclusive period, Namco
Cybertainment, Inc., filed its Plan of Reorganization in
Delaware.  The Company did not file a disclosure statement
at that time but said that supporting document should be
filed by May 18, 1998.  

Now, based on negotiations with its Creditors' Committee,
Namco says that it intends to file an Amended Plan by the
end of the month of May.  Accordingly, the Debtor asks the
Judge Walsh for an extension of its time to file a
disclosure statement--this time in support of the Amended
Plan--through May 29, 1998.  


NL FINANCIAL: Hires William B. Dyer as Interim CEO
--------------------------------------------------
At the time NAL Financial Group, Inc., filed its chapter 11
petition, a significant number of the Debtor's officers and
directors were terminated or resigned their positions.  As a
result, the Company has been without a CEO since March 23,
1998.  To fill this void, the Company asks the Florida
bankruptcy court for authority to employ William B. Dyer as
its Interim CEO.  The Debotr has agreed to pay Mr. Dyer
$20,000 every two weeks and reimburse his travel,
entertainment and temporary housing expenses.  The Debtors
do not relate to the Court any of Mr. Dyer's prior subprime
lending experience.


NL FINANCIAL: Trustee to Depose Principals
------------------------------------------
Arthur Halsey Rice, Esq., serving as Trustee in the chapter
11 case commenced by NAL Financial Group, Inc., has served
notice of his intention to examine Robert J. Carlson, John
T. Schaeffer, and David H. Shier on May 29, 1998 at NAL's
corporate offices concerning all matters relative to NAL or
any of its affiliates pursuant to Rule 2004.  The three
gentlemen have also been instructed to bring "any documents,
notes, memoranda, magnetic tapes, computer disks or tangible
evidence of any nature whatsoever in any way related to NAL
Financial Group, Inc. or any of its affiliates" with them
when deposed.


NORTHEAST TRACTOR: Trade School Ordered to Liquidate
----------------------------------------------------
The federal bankruptcy court in Portland has ordered a
Manchester, Oregon career school to go out of business.
The court Wednesday denied the tractor-trailer school's
request to refinance and reorganize.  Judge Mark Vaughn
indicated, however, a willingness to let programs already
under way at the bankrupt Northeast Tractor-Trailer School
and Northeast Career Schools to be completed.  (Portland
Press Herald 22-May-1998)


ONE-STOP WIRELESS: Prepay Joins in Bid for Change of Venue
----------------------------------------------------------
Prepay Technologies, L.L.C., a creditor of One-Stop Wireless
of America, Inc., et al., joins the Investors' Motion
requesting the the venue of One-Stop's bankruptcy case be
changed from Delaware to the Central District of California.  

Prepay repeats the Investors' argument that the Debtors'
operations are based in California and adds that all
transactions between the Debtors and Prepay took place in
California.  


PAN AM: Reaches Agreement with NationsBank
------------------------------------------
Pan Am Corp. reached a repayment agreement with its lender,
NationsBank, before the charter carrier took its bankruptcy
reorganization plan before Judge Cristol.  

NationsBank was owed $26.5 million as the leading secured
creditor but agreed to accept $20.5 million cash from the
company and vote for confirmation of a plan to end the
bankruptcy case.

As part of the  talks, Guilford Transportation Industries
Inc. upped its offer to Pan Am for the airlines' remnants by
$1 million to $29.5 million.  Guilford -- a New England
freight railroad operator based in North Billerica, Mass.
And controlled by Pittsburgh's Mellon family -- plans to
expand Pan Am's charter operations.  Greenwich, Conn.-based
Wexford Management pulled out of the bidding Monday
following Guilford's increased offer.


PEACOCK FINANCIAL: First Quarter Results
----------------------------------------
For the three-month period ended March 31, 1998, Peacock
Financial Corporation and its subsidiary report a net loss
of $269,659 on revenue of $243,658.  Current assets -- all
cash -- total $13,142, versus $1,332,602 in current
liabilities.


PEGASUS GOLD: Files Form 10-K for 1997 Calendar Year
----------------------------------------------------
Pegasus Gold, Inc., filed its Form 10-K with the SEC last
week, reporting a $512,832,000 net loss on sales of
$226,463,000 for the 1997 calendar year.  A full-text copy
of the filing is available via the Internet at no charge at
http://www.sec.gov/Archives/edgar/data/746961/0001047469-98-
021377.txt on the SEC's Web site.  

Pegasus says that it expects to continue operating its three
producing mines while various alternatives are evaluated.  
These alternatives could include the sale or refinancing of
the Company's existing investments in producing mines.  
External advisers have been retained by the Company to
assist in the preparation of a Plan of Reorganization which
the Company expects to submit to the Bankruptcy Court during
the second half of 1998.


PORTACOM WIRELESS: First Quarter Results
----------------------------------------
For the three-month period ended March 31, 1998, PortaCom
Wireless, Inc., reports a net loss of $566,674 on no
revenues.  


QUADRAX CORPORATION: First Quarter Results
------------------------------------------
For the three-month period ending March 31, 1998, Quadrax
Corporation reports a $2,118,721 net loss on $4,235,929 in
net sales.  


RDM SPORTS: Lenders Agree to Fund Trustee & Litigation
------------------------------------------------------
RDM Sports Group, Inc.'s lenders have agreed to the creation
of a fund consisting of $5.5 million of cash collateral to
be used to pursue causes of action against a host of parties
as well as to pay administrative costs and the Chapter 11
Trustee's fees.  Trustee William Hays and the committees of
RDM's unsecured creditors and bondholders intend to jointly
propose a liquidation plan that will establish a liquidating
trust to pursue RDM's causes of action.  (Federal Filings,
Inc. 22-May-1998).


REEVES INDUSTRIES: Special Shareholders' Meeting Called
-------------------------------------------------------
Matec Corporation, f/k/a Reeves Industries, Inc., has called
for a Special Meeting of its shareholders to be held at the
offices of the Company, 75 South Street, Hopkinton,
Massachusetts 01748, on June 18, 1998, at 10:00 A.M. for the
purposes of:

   (1)  The election of six directors;

   (2)  Consideration and vote upon a proposal
        to reincorporate the Company in Maryland and
        cash out certain stockholders; and

   (3)  Such other matters as may properly
        come before the meeting.

The Company explains to shareholders that there are two
purposes of the Reincorporation.  

     First, in connection with it approximately 1,700
Stockholders who each own less than 100 shares of the Common
Stock will cease to be Stockholders and will receive cash in
lieu of fractional shares in the Maryland Company.  At March
19, 1998, such stockholders owned an aggregate of 35,948
shares, representing 1.3% of the shares outstanding.  This
will result in savings in administering stockholder accounts
estimated at $11,500 per year.  

     Second, the Company will be able to avoid Delaware's
annual franchise tax which for the year ended December 31,
1997, totaled $11,200.  The Company anticipates having to
pay the same amount in franchise taxes for future years if
it continues as a Delaware corporation.  As a Maryland
corporation, the Company would not be subject to such annual
taxes other than the property tax filing fee of $100,
provided that Maryland does not alter its current laws.

In addition to cashing out its holders of less than
100 shares and avoiding the annual Delaware franchise tax,
a number of changes will be effected as a result of the
Reincorporation.  Such changes are described below under
the headings "Certain Consequences of the Reincorporation"
and "Comparison of Rights of Stockholders of the Company
and Stockholders of the Maryland Company."

The Company lists Dimensional Fund Advisors as a 5%
shareholder in a Proxy Statement filed with the SEC last
week.


SEARCH FINANCIAL: Court Gives Final Okay to A&K Employment
----------------------------------------------------------
Finding that, notwithstanding the firm's represention of a
creditors' committee in prior chapter 11 cases by
subsidiaries of Search Financial Services, Inc., Judge
McGuire in Dallas ruled that Andrews & Kurth LLP should be
allowed to represent affiliates of Search Financial in its
pending chapter 11 proceeding.  After reviewing objections
by the United States Trustee, secured creditor Hall
Phoenix/Inwood, Inc., and other interested parties, Judge
McGuire ruled that A&K and its attorneys "represent no
interest adverse to the estates," and, therefore, "are
disinterested persons as that term is defined under Sec.
101(14) of the Bankruptcy Code, as modified by Sec.
1107(b)."  


SILICON GAMING: DDJ Capital Takes 6.4% Equity Position
------------------------------------------------------
In a Schedule 13-D filed with the SEC, DDJ Capital
Management LLC discloses, on behalf of B III Capital
Partners, L.P., and others, ownership of a 6.4% stake in
Silicon Gaming, Inc.  

For the three-month period ended March 31, 1998, Silicon
Gaming reported a net loss of $6,764,000 on $4,026,000 of
revenue.  Copies of Silicon Gaming's latest Forms 10-K and
10-Q are available at no charge via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?SILICON+adj+GAMING

Silicon Gaming is engaged in the design, development,
production, marketing and sale of what it believes will be
the next generation of interactive slot machines for use in
casinos and other gaming establishments. The Company's first
product, Odyssey(TM), combines an advanced multimedia gaming
platform with software-based games that the Company believes
to be more engaging and entertaining than other gaming
devices currently available and will, as a result, generate
increased win per machine for the casino operator.


SUNBELT NURSERY: 9 Stores Fetch $2 Million
------------------------------------------
Idaho-based SummerWinds Garden Centers paid about $2 million
for all nine Valley Tip Top Nursery stores in a Bankruptcy
Court liquidation of Sunbelt Nursery Group of Dallas.  The
new owner says it will revamp the stores and improve their
merchandise and service.  Tip Top's Scottsdale store will
close, but SummerWinds is renegotiating leases at the Tempe
and Glendale stores.  (Arizona Business Gazette 21-May-1998)


TAPISTRON INTERNATIONAL: Amends Stock Registration Statement
------------------------------------------------------------
Tapistron International, Inc., filed an Amended Registration
Statement with the SEC last week in connection with
registration of shares of common stock issued in a recent
post-emergence private placement transaction.  Tapistron's
Common Stock is listed on the OTCBB system under the symbol
"TAPI."  On May 15, 1998, the last reported sales price for
the Company's Common Stock was $0.31 per share.

Tapistron filed a Voluntary Petition for a Chapter 11
Bankruptcy on June 21, 1996.  The original Plan of
reorganization of Tapistron International, Inc., was filed
with the Court on November 21, 1996.  An Amended and
Restated Plan of Reorganization of Tapistron International,
Inc., was filed with the Bankruptcy Court on March 14, 1997
and confirmed on August 18, 1997.

Under the Amended Plan, all creditors will be paid in full
(unless the creditor elected to accept a discounted amount
of the creditor and the Company agreed to different terms).
As provided for in the Amended Plan, each unsecured creditor
will receive its pro rata share (based on the amount of its
allowed claim compared to the total of unsecured claims) of
(i) cash in the amount of $500,000 plus (ii) its pro rata
share of a second aggregate payment of $500,000 together
with interest, payable at $50,000 per new machine sale by
the Company.  Additionally, each unsecured creditor could
then elect one of two options with respect to the payment of
the balance of its claim: either the sum of 15% of the
balance of its claim ("Option 1"); or the creditors pro rata
share of 1,000,000 shares of Common Stock issued by the
Company ("Option 2").  At any time on or prior to September
30, 2000 (the "Final Settlement Date"), each unsecured
creditor electing Option 2 must, at the sole and absolute
discretion of the Company, receive either an additional cash
payment or additional shares of Common Stock based on the
value of the Common Stock for the period that is not less
than five (5) nor more than thirty-five (35) trading days
prior to the Final Settlement Date.  The total amount
received by the unsecured creditors pursuant to Option 2,
either in additional stock or cash, equals its pro rata
share of the difference between the total amount of
unsecured claims less all principal amounts to be paid
pursuant to the first $500,000 and the second aggregate
amount of $500,000.  If between the August 29, 1997 and the
September 30, 2000 the average of the closing prices of the
Company's common stock for any five (5) consecutive trading
day period multiplied by 1,000,000 exceeds the balance of
unsecured claims multiplied by factor for time value or if
any unsecured creditor shall sell, pledge, or trade stock,
directly or indirectly, issued to it, then such creditor
shall no longer be entitled to any further distribution on
the Final Settlement Date.

As a subsequent event, the Company's Amended Plan provided
that the Company would do a private placement for
$2,500,000.  As of August 6, 1997, the private placement was
completed.  As a result, the bankruptcy court confirmed the
Amended Plan on August 18, 1997, the Amended Plan became
effective as of August 29, 1997.

A full-text copy of Tapistron's Amended Registration
Statement is available at no charge via the Internet at:

   http://www.sec.gov/cgi-bin/srch-edgar?TAPISTRON

A copy of Tapistron's confirmed amended plan is included as
an exhibit.


WASTE SYSTEMS: DDJ Capital Discloses 58.8% Interest
---------------------------------------------------
DDJ Capital Management, LLC, B III Capital Partners, L.P.
and DDJ Capital III, LLC disclose in a Form 13-D ownership
of a 58.8% interest in Waste Systems International, Inc.  

On June 26, 1997, B III Capital Partners, L.P. (the "Fund")
purchased 50,000 Shares of Series A Convertible Preferred
Stock (the "Preferred Stock") through a private placement
transaction for cash in the amount of $5,000,000.00.  
Pursuant to the terms of the Preferred Stock, the shares of
Preferred Stock may, at the option of the holder, be
converted at any time or from time to time into Common
Shares.  The Preferred Stock may by converted into 3,555,556
Common Shares (taking into account the reverse stock split
since such date).

On February 12, 1998, the Fund purchased Subordinated Notes
and 11,851 Common Shares (taking into account the reverse
stock split) pursuant to a private placement for cash.  
$40,000 of the purchase price was allocated to the purchase
of the Shares.

On May 11, 1998, the Fund purchased $20,000,000 face amount
of 7% Subordinated Notes due 2005 (the "Notes") under Rule
144A, following a private placement to the Initial
Purchaser, for cash in the amount of $20,000,000.  The Fund
may, at any time after receipt of approval by the Company's
stockholders of the optional conversion provisions of the
Notes until payment of the Notes, convert the Notes into
Shares at a conversion price per share equal to $10.00 per
Share, subject to adjustment.  


WASTEMASTERS, INC.: First Quarter Results
-----------------------------------------
For the three-month period ended March 31, 1998,
WasteMasters, Inc. and its subsidiaries report a $1,050,324
net loss on $6,538 of revenue.  

On a proforma basis, eliminating $2,725,132 of current  
liabilities  as a result of the Chapter 7 Bankruptcy filings
by five of the Company's subsidiaries on February 16, 1998,
WasteMasters reports a $1,227,996 net loss on $3,403,790 in
revenues for the three-month period ended March 31, 1998.


WELCOME HOME: Exclusivity Extended to July 17, 1998
---------------------------------------------------
Judge Blackshear has granted Welcome Home, Inc., an
extension of its exclusive period during which to file a
plan of reorganization through July 17, 1998, together with
an extension of its time within which to solicit acceptances
of such plan through September 11, 1998.


XCL LTD.: Annual Meeting Called for June 30, 1998
-------------------------------------------------
An Annual Meeting of Shareholders of XCL Ltd. will be held
at 10:00 a.m., Central Daylight Savings Time, on Tuesday,
June 30, 1998, in The Monterey Room of the Hyatt Regency
Houston at George Bush Intercontinental Airport, 15747 JFK
Boulevard, Houston, Texas 77032, for the purposes of:

     1. Electing three Class II directors for three-year
terms, each to hold office until the 2001 Annual Meeting of
Shareholders and until a successor shall have been elected
and shall have qualified;

     2. To adopt amendments to the Company's Amended and
Restated Certificate of Incorporation:

          (A) to eliminate the requirement for:

               (i) holders of Common Stock to vote on
amendments affecting outstanding Preferred Stock and

               (ii) stockholders to ratify Bylaw amendments
adopted by the Board of Directors and

          (B) to require the approval of at least a majority
of the outstanding shares of Amended Series A Preferred
Stock for the creation of a class of Preferred Stock equal
in preference to the Amended Series A Preferred Stock;

     3. To ratify the Board's amendments of the Company's
Amended and Restated Bylaws:

       (i) to change the month in which the Company holds
its Annual Meeting of Shareholders from May to June and

       (ii) to eliminate the requirement for stockholders
ratification of Bylaw amendments adopted by the Board; and

     4. The transaction of such other business as may
properly come before the Meeting or any adjournments
thereof.


ZENITH ELECTRONICS: To Restructure Under Prepackaged Plan
---------------------------------------------------------
Zenith Electronics Corporation (NYSE: ZE) announced that its
board of directors has unanimously approved in principle a
financial restructuring to be implemented through a
prepackaged plan of reorganization.  Zenith said the
financial restructuring is key to management's  plan to
execute a comprehensive operational restructuring.  Zenith
indicated that the terms of the  financial restructuring
were separately reviewed by a special committee of  
independent directors, which recommended approval to the
board.

"Today, we are taking a major step forward in our efforts to
improve Zenith's financial health and to rebuild Zenith into
a brand and technology leader," said Jeffrey P. Gannon,
Zenith president and chief executive officer.

                   Financial Restructuring     

Under the prepackaged plan, trade creditors and vendors will  
not be impaired and will continue to be paid in the ordinary
course of  business.  In addition, Zenith will continue to
pay employees' wages, salaries  and benefits, and will
continue to fulfill obligations to customers throughout the
reorganization.

Zenith said that it also has reached an agreement in
principle with LG Electronics Inc. (LGE), Zenith's majority
stockholder, for LGE's support and participation in the
plan.  Under the plan, LGE will convert approximately $200
million of Zenith obligations to LGE into common stock of
the company, representing 100% of the equity in the
restructured Zenith.  In addition, approximately $210
million of claims held by LGE will be exchanged for certain
Zenith manufacturing assets in Mexico and secured notes due
2008 on which interest may be paid in kind under certain
circumstances.  LGE will provide an additional $60 million
of credit support to help finance the implementation of the
plan.  Zenith and LGE are in discussions with third-party
lenders about additional financing.

The plan provides for current holders of the company's
6-1/4% convertible subordinated debentures to receive $40
million of new 6-1/4% subordinated debentures maturing in
2010.  It is currently contemplated that the claims of all
other creditors will either not be impaired by the plan or
be consensually restructured.  The restructuring will reduce
Zenith's outstanding debt by approximately $250 million.

Under the plan, all outstanding common stock will be
canceled, and holders of common stock will receive no
distribution.  On this news, Zenith shares fell sharply
after the market closed Thursday, losing $1.375 to 62-1/2
cents.

Zenith will file the restructuring plan with the Securities
and Exchange Commission shortly and thereafter solicit
acceptance of the plan.  Upon receiving the necessary level
of acceptance, Zenith intends to initiate a prepackaged
reorganization proceeding under Chapter 11.  The Associated
Press reports that the bankruptcy filing will take place in
Delaware.  Zenith said that it hopes to emerge from chapter
11 before year-end 1998.

                  Operational Restructuring     

In connection with the financial restructuring, Zenith also
is implementing  a broad operational restructuring plan
designed to leverage Zenith's  technology, brand and
distribution strengths.  "We will make fundamental  changes
in the way Zenith does business," Gannon said.  "That means
focusing on  our high-tech engineering talents and our
strong brand name, while de-emphasizing costly manufacturing
operations."

A key element of the plan is to outsource more products and
components. For example, while continuing its leading-edge
technology developments, Zenith plans to purchase certain
finished goods from LGE, which has agreed in principle to
buy several of Zenith's Reynosa, Mexico, TV plants through
an exchange of debt for those assets.  Zenith also said it
is seeking buyers and/or strategic alliances for other
ongoing businesses, including its color TV picture tube and
computer display tube operations in Melrose Park, Ill., and  
its wood cabinet and projection TV operations in Juarez,
Mexico.

The operational restructuring also will involve maintaining
Zenith's strong research and engineering capabilities,
capitalizing on its patented digital television
technologies, focusing on more profitable consumer
electronics product segments and distribution channels,
enhancing customer service and parts operations, and
expanding its accessories business.  Additionally, the
company is seeking an investor for Zenith's digital set-top
box and cable modem Network Systems business.

The Chicago Tribune says about 1,000 employees holding
corporate and research and development jobs in Glenview will
remain employed.  However, the fate of about 9,000
manufacturing employees nationwide remains unclear, the
Tribune added.

John Koo, president and chief executive officer of LG
Electronics, said, "Zenith is an important part of LG's
North American strategy, and we support Zenith's decision to
seek a prepackaged reorganization as a prudent and efficient
way to restore Zenith to operational and financial health.  
Jeff Gannon and his management team have developed a
business plan that we believe is the right one to return
Zenith to a position of strength and technological
leadership."

Upon completion of the reorganization, the company will be a
subsidiary of  LG Electronics with Gannon continuing as
Zenith president and CEO.  Gannon and his management team
will continue to lead the U.S.-based company.

                        Contingencies

The restructuring is subject to a number of conditions,
including definitive documentation and receipt of necessary
approvals from Zenith creditors and the court presiding over
the prepackaged plan.  LGE's support is subject to Zenith
securing additional financing, executing its business plan  
and other conditions.  In addition, LGE's ability to
participate fully in the proposed restructuring remains
subject to approval by Republic of Korea regulatory
authorities.  There can be no assurance, Zenith cautioned,
that the proposed restructuring will be consummated or that
completion of such restructuring will not be delayed.


ZENITH ELECTRONICS: NYSE to Delist Common Stock
-----------------------------------------------
The New York Stock Exchange suspended trading in shares of
Zenith Electronics Corp. Friday and announced that it will
apply to the Securities and Exchange Commission to delist
Zenith.  The NYSE explained that Zenith fell below the
Exchange's requirements of at least $12 million in tangible
assets available to common stock and average after-tax
income for the past three years of at least $600,000.   

                        *********

Meetings, Conferences and Seminars
----------------------------------

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, Chicago, 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, Tucson, 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 Mid-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.  

                        *********

A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.

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  * * *