TCR_Public/980528.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Thursday, May 28, 1998, Vol. 2, No. 105

                  Headlines

ABERCROMBIE & FITCH: Sets Annual Meeting
ADVANTICA RESTAURANT: Asst. General Counsel Opinion
AMERICA WEST AIRLINES: New Organizational Structure
APPLIANCE RECYCLING: First Quarter Results
BARRY'S JEWELERS: Hearing on Exit Financing

CAMINO REAL: Starwood to Pursue Mexico Hotel Chain
CONSOLIDATED STAINLESS: Financial Difficulties Increase
COUNTRY STAR: Reports Decrease of Revenue
DHA HOME: Crown Crafts Enters Agreement With Calvin Klein
ENTERGY: Ed Lupberger Announces Retirement

GST TELECOMMUNICATIONS: Proceeds of Notes for New Equipment
GIBSON'S HOLDING: Hearing Set for Disclosure Statement
GRAND UNION: Launches Solicitation of Consents
HARVARD INDUSTRIES: Announces Framework for Plan Ready
INTEGRAL PERIPHERALS: Bar Date Set for August 18, 1998

KELLER FINANCIAL: Managers Pocketed Money
LAZZY LEGS: Back in Business After Court Battle
MARVEL ENTERTAINMENT: Trustee Seeks Approval for Sale
NAMCO CYBERTAINMENT: Disclosure Statement Needs More Time
SMITH TECHNOLOGY: Credit Panel Renews Bid To Sue Lenders

TOWN & COUNTRY: Court Approves Plan
TSUMEB CORP: Announces Liquidation - Government Shocked
UNIROYAL TECHNOLOGY: Giant Rebound from 1991 Bankruptcy
VOICE POWERED TECHNOLOGY: First Quarter Results
WASTE RECOVERY: First Quarter Results
WESTERN FIDELITY FUNDING: Substitution of Counsel

                 *********

ABERCROMBIE & FITCH: Sets Annual Meeting
----------------------------------------
The first annual meeting of stockholders for Abercrombie &
Fitch Co. since it separated from The Limited Inc. will be
held July 16 at A&F's offices, Four Limited Parkway,
Reynoldsburg.  The record date has been set for May 27,
1998.  At the end of April, A&F operated 158 stores.


ADVANTICA RESTAURANT: Asst. General Counsel Opinion
---------------------------------------------------
In a Form S-8 filed with the SEC, Advantica Restaurant
Group, Inc. (formerly Flagstar Companies Inc.) filed a
letter written by the company's Assistant General Counsel,
J. Scott Melton stating as follows:

Ladies and Gentlemen:

As Assistant General Counsel of Advantica Restaurant  
Group,  Inc., I am familiar with the Registration  
Statement to be filed by Advantica, on or about
May 19, 1998, with the Securities and Exchange Commission  
with respect to the 4,888,888  shares of Advantica  $.01
par value common stock issuable under the Advantica
Restaurant Group Stock Option Plan.

It is my opinion that the Advantica $.01 par value common  
stock to be registered, when sold or issued hereafter upon
the exercise of stock options in accordance with the   
provisions  of  said  plan  and  upon  payment  of  the
consideration  for such  shares as  contemplated  by said
plan,  will be validly issued, fully paid and non
assessable.

I hereby consent to the use of this opinion as Exhibit  
5(a) to the above mentioned Registration Statement.

Sincerely,
J. Scott Melton
Assistant General Counsel


AMERICA WEST AIRLINES: New Organizational Structure
---------------------------------------------------
In a Form S-3 Registration Statement filed with the SEC,
America West Airlines, Inc. announced a holding company
form of organizational structure. The holding company
reorganization was effected pursuant to an Agreement and
Plan of Merger among AWA, America West Holdings
Corporation, a Delaware corporation, and AWA Merger, Inc.,
a Delaware corporation and wholly owned subsidiary of
Holdings which provided for, among other things, the merger
of AWA Merger, Inc. with and into AWA, with AWA as the
surviving corporation. Stockholder approval was not
required for the merger.


APPLIANCE RECYCLING: First Quarter Results
------------------------------------------
Appliance Recycling Centers of America, Inc. filed a Form
10-Q, its quarterly report for the quarterly period ending
April 4, 1998, with the SEC. Total revenues for the three
months ended April 4, 1998 were $2,635,000 compared to
$3,243,000 for the three months ended March 29, 1997, a
decrease of 19%, mainly as a result of a decrease in
recycling revenue. Retail revenues for the three months
ended April 4, 1998 were $1,512,000 compared to $938,000
for the three months ended March 29, 1997, an increase of
61%. Same-store retail sales increased 65% (a sales
comparison of thirteen stores that were open the entire
first three months of 1998 and 1997). The increase in
retail sales was primarily due to increased sales of
Whirlpool product. Currently, the Company has 13
retail locations and does not plan to open any additional
new stores in 1998.


BARRY'S JEWELERS: Hearing on Exit Financing
-------------------------------------------
The court has scheduled a hearing on the approval of
Barry's Jewelers Inc.'s commitment letter for $50 million
in exit financing with Foothill Capital Corp. for today.  
The company said that although the financing would not
occur until after plan confirmation and would involve the
reorganized company, various terms of the commitment affect
the company currently.  The company noted that entry into
the commitment letter is necessary to "facilitate an
expeditious Plan confirmation process...allowing the Debtor
to proceed...confident that the Plan Financing is
available."  (Federal Filings Inc. 27-May-98)


CAMINO REAL: Starwood to Pursue Mexico Hotel Chain
--------------------------------------------------
Starwood Hotels & Resorts Inc. said it plans to bid for  
Mexico's Camino Real luxury hotel chain.   "We would
participate" in the auction of the hotel chain, said
Juergen Bartels, chief executive of Starwood Hotels &
Resorts, without giving any further details. "There are all
these others who are participating and would like to know
the precise nature" of the company's plans to bid, he said
at a news conference in Mexico City.

Mexico's government is in the process of setting out the
auction rules for the sale of the Camino Real chain, which
has 16 luxury hotels, 15 in Mexico and one in the United
States. The chain's assets are now in the hands of the
state- owned Banking Deposit and Insurance Agency.

The Camino Real chain was formerly operated by Real Turismo
SA. Real Turismo fell into bankruptcy owing money to
Mexican banks and the government, which took over banks'
bad loans in the 1995 recession, seized its assets.


CONSOLIDATED STAINLESS: Financial Difficulties Increase
-------------------------------------------------------
The financial difficulties are intensifying for
Consolidated Stainless Inc.  The Orlando company, which has
been operating under Chapter 11 of the U.S. Bankruptcy
Code, announced a loss of $2.4 million for the first
quarter. Total sales dropped 53 percent to $6.2 million.

Ronald Adams, Consolidated's president, attributed the
quarterly loss to a decline in sales, the cost of
bankruptcy proceedings and higher per-unit manufacturing
costs, among other things.  To make matters worse, the
company's creditors and the federal government have filed
motions in the bankruptcy case asking that a trustee be
appointed to operate Consolidated's business. (Orlando
Business Journal; 05/22/98)                  


COUNTRY STAR: Reports Decrease of Revenue
-----------------------------------------
In its quarterly report filed with the SEC, Country Star
Restaurants Inc. reported that total revenues decreased to
$889 thousand for the three months ended March 31, 1998,
compared with $2.264 million for the three months ended
March 31, 1997, a decrease of $1.375 million or 60%,
partially due to the closing of Country Star Atlanta.  

The Company will need to raise additional capital before  
it can attain profitability from operations.  Management
believes it can raise this capital through private
placements of equity and the granting by lenders of
discretionary advances under outstanding lines of credit.

On March 10, 1998 the NASD delisted the Company's  
securities from the  NASDAQ National Market because of the  
Company's failure to meet listing  requirements  concerning  
minimum bid price and market value of public float.


DHA HOME: Crown Crafts Enters Agreement With Calvin Klein
---------------------------------------------------------
Crown Crafts, Inc. announced that it has entered into a
long-term international licensing agreement with Calvin
Klein, Inc. to manufacture and distribute soft home  
furnishings, including the Calvin Klein Home bed, bath and
table linen collections, and the new Home Khakis line.  
Territory covered under the license includes the Americas,
Europe and the Middle East.

Under the agreement, Calvin Klein, Inc. has licensed the
use of its trademark to Crown Crafts Designer, Inc., a
wholly-owned subsidiary of Crown Crafts, Inc., which will
be responsible for manufacturing and distribution.  
Design and marketing activities, including advertising and
public relations, will continue to be the responsibility of
Calvin Klein, Inc., administered through its studios and
offices in New York and Milan.

Crown Crafts, Inc. and DHA Home, Inc., which held the
license for the Calvin Klein home products line since May
1994, are presently negotiating the terms of an agreement
for Crown Crafts, Inc. to acquire DHA's Calvin Klein  
assets, and to arrange for an orderly transition of the
business.  The arrangements under discussion would provide
for transfer of inventory, personnel, supplier
arrangements, and certain operating leases.  Meanwhile,  
Crown Crafts, Inc. and Calvin Klein, Inc. have authorized
DHA Home, Inc. to continue manufacturing, shipping and
product development work while negotiations are pending.  
Since DHA Home, Inc. is under the protection of the  
bankruptcy court, any final agreement will be subject to
court approval.


ENTERGY: Ed Lupberger Announces Retirement
------------------------------------------
Entergy Chairman and Chief Executive Officer Ed Lupberger
announced Tuesday that he will begin a transition to  
retirement by relinquishing his duties as chairman and CEO
and acting in a consulting role to the leadership team.

Bob Luft, an Entergy director since 1992 and chairman of
the Finance Committee of the Board, will serve as chairman
and acting CEO pending selection of a successor.  It is
anticipated that a CEO will be selected by year end.

Lupberger is credited with leading Entergy from the brink
of bankruptcy in the 1980s to become one of the leading
electric companies in the world.  Under his tenure, the
company consolidated its original operating subsidiaries
and acquired Gulf States Utilities to become the third
largest electric utility in the nation in both generation
capacity and megawatt-hour sales.  Lupberger led the
company's expansion into overseas markets, acquiring  
CitiPower, the electric distribution company in Melbourne,
Australia in 1996.  In early 1997 Entergy bought London
Electricity, increasing its customer base to five million.


GST TELECOMMUNICATIONS: Proceeds of Notes for New Equipment
-----------------------------------------------------------
In a Form 8-K filed with the SEC, GST Telecommunications,
Inc and GST USA, Inc. reported that on May 4, 1998, GST  
Telecommunications,  Inc. issued a press release  
announcing that GST Network Funding, Inc., an indirect
wholly owned subsidiary of the Company and a wholly owned
subsidiary of GST USA, Inc., had completed a private  
placement of $500.0 million principal amount at maturity of
10 1/2% Senior Secured  Discount Notes due 2008.

The Notes will fully accrete to face value on May 1, 2003.  
From and after May 1, 2003, the Notes will bear interest
payable in cash, at the rate of 10 1/2% per annum on each
May 1 and November 1, commencing November 1, 2003. The
Notes will be unconditionally and irrevocably assumed by
GST USA, and guaranteed by the Company, on May 1, 2003, or
earlier if permitted under the terms of GST USA's  and  the  
Company's  outstanding  indebtedness.  Neither GST USA nor
the Company  will be liable  on the  Notes until  they are  
assumed.  The Notes are initially secured by a first
priority security  interest in  United  States government
securities purchased with the proceeds from the offering.

GST Network  intends  to use  the  net  proceeds  from  the  
offering, aggregating  approximately  $288.5  million,  to  
purchase   telecommunications equipment for the continued
expansion of the Company's infrastructure, including the
development and construction of additional networks and
longhaul fiber optic facilities. The Notes will also be
secured by a first priority security interest
in all equipment purchased by GST Network.


GIBSON'S HOLDING: Hearing Set for Disclosure Statement
------------------------------------------------------
The debtors, Gibson's Holding Company, Gibson's Discount
Centers, Inc. and Gibson Franchise Corp., filed their
Disclosure Statement and seek the entry of an order
approving the Disclosure Statement as containing "adequate
information."  A hearing is set for June 22, 1998.


GRAND UNION: Launches Solicitation of Consents
----------------------------------------------       
The Grand Union Company announced today that on May 22 it
commenced the solicitation of consents of its Senior
Noteholders and preferred shareholders. Assuming receipt of
the required consents, the Company intends to commence a
voluntary prepackaged Chapter 11 bankruptcy to be filed on
or about June 24, 1998.

In order for their votes to be counted, ballots from
holders of the Company's Senior Notes and preferred stock
must be received no later than June 22, 1998. The Company's
proposed restructuring plan reflects the agreed upon terms  
between an unofficial committee of Senior Noteholders
holding $275 million of the Company's $595 million in
outstanding Senior Notes and by the Company's preferred
shareholders. The plan provides that trade and business
creditors will be unimpaired and will continue to be paid
in the ordinary course of business.

The restructuring plan further provides that:

The Company's Senior Notes will be cancelled and exchanged
for all of the reorganized Company's common stock;

The Company's existing common stock will be cancelled and      
exchanged for five-year warrants to purchase approximately
1.5% of the new common stock at an exercise price of $19.82
per share, and

The Company's preferred stock will be cancelled and
exchanged for five-year warrants to purchase approximately
10.5% of the new common stock at an exercise price of
$19.82 per share and 2.5% of the new common stock
at an exercise price of $23.15 per share. The preferred
shareholders will also receive four-year warrants to
purchase approximately 1% of the new common stock at an      
exercise price of $12.32 per share.

As previously announced, the Company has signed a firm
underwritten commitment letter from Swiss Bank Corporation
and Lehman Commercial Paper Inc. for a $300 million credit
facility.


HARVARD INDUSTRIES: Announces Framework for Plan Ready
------------------------------------------------------
Harvard Industries Inc., which plans to file a
reorganization plan by June 2, said that while it and its
creditors' committee have a "framework" for a consensual
reorganization plan, it was nonetheless seeking to extend
its exclusive period to file a reorganization plan "[o]ut
of an abundance of caution."  Harvard is seeking to extend
its exclusive periods to file a reorganization plan and
solicit acceptances to the plan to Aug. 1 and Sept. 30,
respectively.  The court has scheduled a hearing for today.  
Exclusivity is currently set to expire on June 2. (Federal
Filings Inc. 27-May-98)


INTEGRAL PERIPHERALS: Bar Date Set for August 18, 1998
------------------------------------------------------
The US Bankruptcy Court for the District of Colorado
entered its "Order Setting Claims bar Date regarding
Integral Peripherals, Inc. Creditors with claims against
the debtor must file a proof of claim by August 18, 1998.


KELLER FINANCIAL: Managers Pocketed Money
-----------------------------------------
A bankruptcy court hearing in Tampa, Fla. last week for
Keller Financial Services revealed that just before and
after filing for protection from creditors, managers
transferred millions of dollars out of the group of car
finance companies' accounts, some of it into their pockets,
The St. Petersburg Times reported. The U.S. Trustee's
office says the transfers are evidence of "fraud,
dishonesty, incompetence or gross mismanagement" and has
requested the appointment of a trustee or examiner to run
the companies. Companies that are part of the bankruptcy
filing have a geographic location as part of their names:
Florida, Tampa Bay, Pinellas, North Florida, West Florida,
Mid Florida, Central Florida, Suncoast, St. Petersburg and
Clearwater, which also serves as the headquarters.

Keller officials announced a preliminary reorganization
plan that would offer investors the choice of accepting the
loss of 85 to 90 percent of their investments or taking
stock in a reorganized company, which would be publicly
traded. Many of the 400 investors in attendance were
displeased with both the management's handling of funds and
the options offered at the hearing, which was held at the
Tampa Convention Center in order to accommodate the crowd.
(ABI; 27-May-98)


LAZZY LEGS: Back in Business After Court Battle
-----------------------------------------------
After a long and crippling court battle, Joachim Stix and
Judy Delfabro are  attempting to resurrect the Temecula
sports equipment firm that catered to the inline skating
crowd.  The pair, and a new partner, acquired the company's
trademark from U.S. Bankruptcy Court in January for about
$10,000 and are now preparing to reintroduce a revitalized
Lazzy Legs to sporting goods retailers at the giant  
National Sporting Goods Association Show in Chicago in
July.

The new company is not liable for the hundreds of thousands
of dollars owed creditors of the original Lazzy Legs, which
filed for Chapter 7 liquidation in  April 1997. But
Delfabro said new ownership is trying to work with
suppliers  and customers caught up in the bankruptcy
filing.  At the time, the company reported assets of
$435,972 and liabilities of $1.3 million.

Lazzy Legs once was a high flier in the inline skating
business, employing as many as 90 workers and racking up
sales of $2.5 million a year. The company now  
operates from 3,800 square feet and employs eight.
Sales of inline and wheel sports dropped to an estimated
$503 million in 1997 from $608.1 million in 1995, according
to the National Sporting Goods Association, a trade group.
(Press Enterprise Riverside - 05/22/98)


MARVEL ENTERTAINMENT: Trustee Seeks Approval for Sale
-----------------------------------------------------
Marvel Entertainment Group Inc.'s chapter 11 trustee is
seeking approval of sale procedures for the confection
business of Marvel's Fleer Corp. unit, including a $260,000
breakup fee for Concord Confections Inc. Concord previously
bid $8.25 million plus the assumption of certain
liabilities, but recently increased its offer to $13
million plus assumed liabilities.

The trustee's financial advisors, Houlihan Lokey Howard &
Zukin Capital, preliminarily assessed the fair market value
of the confections division's operations, excluding those
in Europe, and "the consideration to be paid by Concord
comports with the valuation reported thereby." Marvel has
aggressively marketed the business for several years. While
the bulk of Fleer's business is comprised of trading cards,
a smaller part consists of manufacturing "chunk" or "ball"
chewing gum products. A hearing on the sale procedures is
set for May 26 and a hearing on the proposed sale is
scheduled for June 9. (Federal Filings, Inc. 26-May-1998)


NAMCO CYBERTAINMENT: Disclosure Statement Needs More Time
---------------------------------------------------------
Namco Cybertainment Inc., debtor, is seeking additional
time to file its disclosure statement.  The debtor states
that based on negotiations with the Committee, the debtor
intends to file an amended plan of reorganization by the
end of the month, thus the debtor will not be in a position
to complete the accompanying disclosure statement until the
terms of the revised plan are finalized.


SMITH TECHNOLOGY: Credit Panel Renews Bid To Sue Lenders
--------------------------------------------------------
Smith Technology Corp.'s refusal to pursue avoidance,
recovery, and preservation actions against lenders The
Chase Manhattan Bank and BTM Capital Corp. is "patently
unjustified" and a forfeiture of fiduciary responsibility
to creditors, the official creditors' committee charged.
Renewing its bid for authorization to sue the pre and
postpetition lenders, the panel said:  "The various
causes of actions that the Committee seeks to pursue on
behalf of the respective estates constitute substantial and
meaningful recoveries for the estates and will greatly
benefit unsecured creditors, who would likely receive
virtually nothing if these claims are not pursued."
(Federal Filings Inc. 27-May-98)


TOWN & COUNTRY: Court Approves Plan
-----------------------------------                               
Town & Country Corporation, the international jewelry
manufacturer, today announced that its pending Chapter 11
Plan has been approved by the Bankruptcy Court. The Plan
was accepted by an overwhelming majority of voting
creditors. Court approval of the Plan paves the way for
Town & Country Corporation to emerge from Chapter 11 on  
the effective date of the Plan, scheduled for May 29, 1998.

The Chapter 11 Plan provides for most of the publicly-held
bonds issued by Town & Country Corporation to be converted
into equity of a new holding company for Town & Country
Corporation. The new holding company will also receive an
$8 million convertible note of Town & Country Corporation.

"I expect the debt restructuring, in conjunction with the
new financing facility, to provide us with the financial
stability required to successfully compete in the fine
jewelry marketplace," said Interim CEO Ron Stengel. "We are
now in a position to better focus on our business and to
bring added value to our customers."  Town & Country
Corporation, through its subsidiaries, is an international
manufacturer of fine jewelry with facilities in
Massachusetts, New York, Texas, Hong Kong and Thailand.


TSUMEB CORP: Announces Liquidation - Government Shocked
-------------------------------------------------------
The shock announcement on Friday that Tsumeb Corporation
Limited had stopped production and would this week seek to
sequestrate the company has been slammed by Mines Minister
Andimba Toivo ya Toivo and the Mineworkers' Union of
Namibia.

MUN General Secretary Peter Naholo yesterday issued a
virulent statement saying the union would oppose the
liquidation of TCL. But, Naholo added, the  move by TCL
holding company Gold Fields Namibia "to abandon the
Namibian mines is on the other hand a golden opportunity
for the Government to nationalise and  establish a sound
and economically viable mining operation at the three  
'peoples mines'."

Energy Minister Toivo ya Toivo charged that Gold Fields
Namibia "has been dishonest with us all along" and said he
had learned of the closure only by chance late on Thursday.  
Saying the news of the intended liquidation had been
received with "shock and  dismay" and that he was "taken
aback by this surprise", Ya Toivo hit out at the  Gold
Fields Namibia management for the way in which the mines'
closure had been  announced.

He said, "It is inconceivable that Gold Fields South Africa
could  have been oblivious of the impending closure of its
operations in Namibia. I therefore hold them responsible
for what has happened here." The Mines Ministry
was aware of "numerous problems" which had dogged TCL, Ya
Toivo said, mentioning the six-week strike in 1996 that
forced a temporary stop in all mining operations.  Ya Toivo
closed with "a stern warning to current and future mining
investors in Namibia that my Ministry will no longer
tolerate this kind of behaviour by mine management".

With the liquidation of a company due to bankruptcy, Ya
Toivo said, the mineral rights reverted back to the state.
The TCL mines possess  "sufficient proven ore reserves that
would enable other investors to continue  mining operations
and further development. I will therefore ensure
that the  next owners absorb the current work force."

In the MUN's strongly-worded reaction, Naholo termed it
"unbelievable that a company such as TCL-Gold Fields which
he accused of brutally exploiting Namibia's human and
mineral resources for decades could claim to be
bankrupt and move for liquidation in an abrupt manner
without timely informing other  stakeholders". "The fact
that the company is bankrupt (if this is true) is  mainly
because of mismanagement. Since its inception TCL has been
run by apartheid managers, which history shows are
generally incompetent and corrupt,"  he claimed. Instead of
allowing TCL to be liquidated, the Gold Fields Namibia  
Board of Directors should be investigated in terms of the
Companies Act, said  Naholo, "for recklessly dealing with
the company's affairs. If found liable they should be
apprehended and locked up for sabotage of the Namibian
economy."  (Misanet-The Namibian - Africa News Service -
04/20/98)


UNIROYAL TECHNOLOGY: Giant Rebound from 1991 Bankruptcy
-------------------------------------------------------
Shares in Uniroyal Technology Corp., whose plastics and  
chemicals are used in such things as bullet-proof acrylics
and aircraft interiors, have more than tripled in the past
year as cost-cutting and product streamlining efforts take
hold.  Its shares have jumped to 9 5/8  from 3 1/16 since
May 22, 1997. That gain eclipsed the 33 percent return for
the Nasdaq Composite Index and the 22 percent return for
the Nasdaq Industrial Index during that time.

The Sarasota-based company has rebounded from its 1991
Chapter 11 bankruptcy, sought largely because of its
inability to pay pension and medical retiree benefits.
Uniroyal Technology has since shed unprofitable
businesses, refinanced its debt and focused on its more
lucrative products.

The company brought in new two new executives in 1992 to
lead its turnaround. Robert Soran, formerly president and
chief executive at Tropicana Products Inc., was hired as
president and chief operating officer, and George  
Zulanas, also a former Tropicana executive, was brought in
as chief financial officer.

Uniroyal Technology, with customers such as General Motors
Corp., Boeing Co. and Hewlett-Packard Co., earned $379,000,
or 3 cents a diluted share, on sales of $209 million in the
fiscal year ended September 1997. That compares with a  
loss of about $2 million, or 20 cents, on sales of $173
million in fiscal 1993. (South Bend Tribune - 05/23/98)


VOICE POWERED TECHNOLOGY: First Quarter Results
-----------------------------------------------
Voice Powered Technology International, Inc. reported a net
loss totaling $417,000, or $0.03 per share (excluding new
shares to be issued as a result of the Company's
reorganization as described below), on sales totaling  
$303,000 for the quarter ended March 31, 1998.  Comparable
figures for the quarter ended March 31, 1997 were a net
loss totaling $1,386,000, or $0.10 per share, on sales of
$1,341,000.

The Company's Amended Plan of Reorganization
and  Disclosure Statement was confirmed by the United
States Bankruptcy Court, Central District of California on
April 29, 1998 and became effective as  of May 12, 1998.

In accordance with the provisions of the Plan, the  
Company reserved for issuance 74,196,288 shares of its
common stock consisting of: 1) 2,000,000 shares to be
issued as a result of holders of convertible preferred
stock being deemed to have exercised their right to convert
such stock to common shares in complete satisfaction of
their rights under such preferred stock and; 2) 72,196,288
to be issued to Franklin Electronic Publishers, Inc. in
exchange for its pre-petition secured claim of $1.73  
million, which will give Franklin an eighty percent (80%)
equity interest in the Company (on a fully diluted basis
following conversion of all of the Company's outstanding
convertible preferred stock into common stock).

The Company also announced the formation of a new Board of
Directors comprised of three executive officers of Franklin
including Michael R. Strange, currently a Director and
Executive Vice President of Franklin, Gregory J. Winsky,
Senior Vice President of Franklin, and Kenneth H. Lind,
Vice President and Treasurer of Franklin.

The Company's new Board of Directors has appointed Michael
R. Strange to the position of Chairman of the Board and
Chief Executive Officer, and Mitchell B. Rubin, former
President and CEO, to the position of President, Chief  
Operating Officer, and Chief Financial Officer.  Mr. Rubin
was also appointed to serve on the Board of Directors of
the Company.

The Company also announced its intention to maintain its
current operations located near Los Angeles, California, as
it begins the process of rebuilding markets for the
Company's IQ..VOICE(TM) Organizer products as well as its  
VoiceLogic(TM) voice recognition technology.


WASTE RECOVERY: First Quarter Results
-------------------------------------
Waste Recovery, Inc., the leading American processor of
scrap tires and producer of tire-derived fuel, held its
Annual Meeting on May 18, at which time it announced the
results of its operations for the first quarter of 1998.

During the first quarter ended March 31, 1998, revenues
totaled $6,111,134, up 4% from $5,854,458 for the
comparable period in 1997.  The Company incurred
a net loss in the amount of $1,510,562, or $.09 per share,
compared with a loss of $654,862 or $.04 per share for the
1997 comparable period.  

Subsequent to the Annual Meeting, Waste Recovery held a
meeting of its Board of Directors, at which meeting the
Board approved the rebuilding of the Marseilles facility,
the cure of certain defaults and two new bond issues.


WESTERN FIDELITY FUNDING: Substitution of Counsel
-------------------------------------------------
The court entered an order allowing the law firm of Katch,
Sender & Wasserman PC to withdraw its appearance as counsel
for the debtor, Western Fidelity Funding, Inc., and
allowing the law firm of Gelt, Fleishman & Sterling PC to
enter its appearance for the debtor.

                  *********

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.  

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