TCR_Public/980605.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Friday, June 5, 1998, Vol. 2, No. 110

                  Headlines

AMERICAN PAYROLL: Weinlein Indicted for Defrauding Banks
BRAUN'S FASHIONS: Announces Annual Meeting
BRE-X: Former Chief in Hospital
CALIFORNIA ADVANTAGE: Prepares to File for Bankruptcy
CITYSCAPE: Plan Gives Senior Noteholders 94% Of Equity

CONTEMPORARY INDUSTRIES: Kum & Go Buys 7-Elevens
DALT'S RESTAURANTS: File Chapter 11
ERD WASTE: Taps Roberson & Kumiega as Special Counsel
FLUSHING HOSPITAL: Files for Bankruptcy
GRIFFIN LAND & NURSERIES: Releases Claims Against Eli Witt

HOSPITAL STAFFING SERVICES: Files SEC FORM 8K          
INPHOMATION: On Tight Budget
ITHACA INDUSTRIES: Files Form 8-KA with SEC
KOMAG: Sees Big 2nd-quarter Loss, To Lay Off 480
LIBERTY CABLE: Hires Houlihan Lokey

LOT$OFF CORPORATION: Announces Annual Meeting
MARINELAND: Judge Postpones Sale
MAYFAIR SHIPPING: Liquidator May Be Appointed
MITSUI WHARF: Applies for Court Protection
MOBILEMEDIA: Files Form 8-K

PACKAGING PLUS: Files Quarterly Report with SEC
POCKET COMMUNICATIONS: Conditional Waiver of FCC Deadline
UNITED HEALTHCARE: Special Meeting of Shareholders
VENTURE STORES: Lease Sale Hearing Delayed
WURLITZER: Out of Bankruptcy

DLS Capital Partners: Bond Pricing for Week of June 1, 1998

                 *********

AMERICAN PAYROLL: Weinlein Indicted for Defrauding Banks
-------------------------------------------------------
Laurie Weinlein, owner of now-defunct American Payroll
Network Inc., has been indicted on charges of defrauding
two banks and of siphoning off money from her company's
employee benefit plan.  A federal grand jury returned the
indictment May 22, charging Weinlein with scheming to
defraud Marine Midland Bank and KeyBank N.A. by writing and
kiting checks among accounts at the two banks. Marine
Midland lost about $1 million to the scheme, according to
the office of U.S. Attorney Thomas Maroney.

The indictment also charges Weinlein with embezzling about
$300,000 from Point of Service Health Plan, an employee
benefit plan operated by American Payroll.

Weinlein founded American Payroll in 1989. At one time, it
was the region's largest employee leasing firm, with more
than 300 clients and 4,000 employees.   The company filed
for bankruptcy protection in February 1995 after its
bank  accounts were frozen following a suit by Marine
Midland. The case was converted  to a liquidation in May
1996. (Albany Capital Bus. Review; 06/01/98)


BRAUN'S FASHIONS: Announces Annual Meeting
------------------------------------------
The Annual Meeting of Shareholders of Braun's
Fashions Corporation will be held at 2800 LaSalle Plaza,
800 LaSalle Avenue, Minneapolis, Minnesota on Wednesday,
July 22, 1998 at 3:30 p.m. Central Time for the following
purposes as more fully described in the Proxy
Statement accompanying this Notice:
1.   To elect two Class 1 directors to serve on the Board
of Directors for a term of three years;

2.   To increase the number of shares of Common Stock
reserved for issuance under the Company's 1997 Stock
Incentive Plan from 300,000 to 450,000 shares;

3.   To adopt a 1998 Director Option Plan;

4.   To consider and act upon a proposal to approve stock
options granted to the Company's non-employee directors;

5.   To ratify the appointment of Price Waterhouse LLP as
the Company's independent auditors for the fiscal year
ending February 27, 1999; and

6.   To transact such other business as may properly come
before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on
June 12, 1998, are entitled to notice of and to vote at the
meeting or any adjournment thereof.


BRE-X: Former Chief in Hospital
-------------------------------
The former chief of Bre-X Minerals Ltd., David Walsh, is on
a life support machine in a Bahamian hospital after
suffering a stroke, hospital sources said on Wednesday.
Walsh is former president Bre-X Minerals, which collapsed
amid a controversy over a gold mine in the jungles of
Indonesia which the Calgary-based company had billed as the
find of the century.

The claim transformed Bre-X into a $3 billion company, but  
its potential partner Freeport-McMoRan Copper and Gold Inc
said the find at the Basung mine was grossly exaggerated
and Bre-X stock was reduced to worthless paper.
Investigators hired by Bre-X in the wake of the debacle
absolved Walsh of any wrongdoing in a report last October.
It said chief geologist Michael de Guzman orchestrated the
swindle. De Guzman died when he fell out of a helicopter on
March 19, 1997 as he returned to the project to meet with
geologists from Freeport-McMoRan as the scandal unfolded.

Dozens of lawyers in Canada and the United States have
launched class- action suits against Bre-X and its
officials on behalf of angry shareholders. On Friday, the
Bahamas Supreme Court froze all the Walsh's assets at the  
request of Deloitte and Touche, the accounting firm
handling the Bre-X bankruptcy.


CALIFORNIA ADVANTAGE: Prepares to File for Bankruptcy
-----------------------------------------------------
California Advantage, Inc. announced today that, barring
successful last minute negotiations, it will  
shortly file for protection under the federal bankruptcy
laws.  California Advantage was founded in 1995, and is the
managed care subsidiary of California Medical Association.
Although California Advantage has over 7600 physician
shareholders and 7000 subscribers, it has failed to raise  
sufficient capital to compete successfully in the state's
highly competitive managed care marketplace.

Recently, California Advantage had partnered with the
California Hispanic Health Care Association (CHHCA) and The
Doctor's Company (TDC) to participate in California's new
Healthy Families Program. CHHCA clinics currently serve  
more than 180,000 children now eligible for the Healthy
Families Program. TDC was to have provided operating
capital and California Advantage the administrative
expertise and panel of non-clinic physicians.

Unfortunately, an agreement on operating capital was not
reached and, without needed funding, the partnership could
not proceed. A number of other health plans are available
to provide care for Healthy Families enrollees, and  
CMA encourages all those eligible to participate in this
excellent program.

"We had high hopes for this imaginative partnership that
would have provided health care to tens of thousands of
uninsured children," said Robert A. Reid, MD, California
Medical Association president. "California Advantage  
and CMA worked closely with CHHCA to explore every possible
avenue for funding.  Ultimately we were not successful in
crossing this last bridge that would, we believe, have
finally put California Advantage on solid ground. We are
deeply disappointed."

In order to minimize the disruption to its enrollees and
providers, California Advantage is in discussion with
Legion Insurance Co. of Pennsylvania to provide interim
financing for shutdown and transfer of operations. Legion
is  the underwriting carrier for the policies California
Advantage has written, and is responsible for continuing to
provide health insurance on all outstanding policies.

Within the next few days, California Advantage and Legion
Insurance will make the necessary arrangements to assure a
smooth transition of responsibility for California
Advantage's operations.


CITYSCAPE: Plan Gives Senior Noteholders 94% Of Equity
------------------------------------------------------
Cityscape Financial Corp.'s proposed restructuring calls
for an exchange of the sub-prime mortgage lender 's 12.75
percent senior notes due 2004 for $75 million of new 9.25
percent senior payment-in-kind notes due 2008 and 94
percent of reorganized Cityscape's equity. Pursuant to a
term sheet signed by noteholders Cerberus Partners, The
Main Stay Funds, and  Franklin Mutual Advisors, the company
would exchange its convertible debentures for 6 percent of
the new equity and warrants for an another 5 percent
exercisable at a total enterprise value of $300 million.
Preferred Class A and B stockholders would receive new
warrants for 10 percent of the fully diluted equity
exercisable at an enterprise value of $430 million.
Existing common shareholders would receive nothing. The
proposed distributions are subject to dilution by
distributions of new equity and warrants to management, and
Cityscape reserved the right to modify them if either the
preferred stockholders or the debenture holders reject the
plan. Cityscape intends to implement the proposed
restructuring through a prepackaged reorganization plan
within 60 days. (Courtesy of The Daily Bankruptcy Review
Copyright c June 4, 1998 - ABI 04-June-98)


CONTEMPORARY INDUASTRIES: Kum & Go Buys 7-Elevens
-------------------------------------------------
(Wichita Business Journal; 05/29/98)                     
The Iowa-based Kum & Go store chain acquired 113 7-Eleven
stores May 20 in a bankruptcy sale of properties owned by
Contemporary Industries Corp. of Omaha.  For the purchase
price - $17 million- Kum & Go parent company Krause
Gentle  Corp. acquired all six Wichita 7-Eleven locations,
and others in Kansas,  Arkansas, Iowa, Minnesota, Missouri,
Nebraska, North and South Dakota, Oklahoma and Wyoming.

Conversions of the stores, which will include $100,000 in
upgrades at each  location, will be completed by June 30,
said Kum & Go spokesperson Kendra Daly.

The purchase added seven new states to the Kum & Go market.
The chain already includes 271 stores in Iowa, Montana,
North Dakota, Colorado and Missouri. (Wichita Business-
05/29/98)


DALT'S RESTAURANTS: File Chapter 11
------------------------------------
Dalt's Inc. has filed chapter 11, listing $6 million in
liabilities and $4.2 million in assets; most of the
corporate management staff recently resigned, according to
The Indianapolis Star. The four Dalt's Inc. restaurants
in Indianapolis; Burbank, Calif.; Nashville, Tenn.; and
Worthington, Ohio continue to operate under the management
of TGI Friday's Inc. Each restaurant was operating
profitably, but shareholders learned that the corporation
had cash flow problems and overhead costs were much too
high. TGI Friday's Inc. used to own the Dalt's
restaurants and sold them in March 1995 to a group of
investors. Under approval of the bankruptcy court, TGI
Friday's has taken over management and will operate the
restaurants for 30 days. Dalt's will pay TGI Friday's a
management fee of 4 percent of the restaurants' gross
sales. (ABI 04-June-98)


ERD WASTE: Taps Roberson & Kumiega as Special Counsel
-----------------------------------------------------
ERD Waste Corp., et al., are seeking an order authorizing
the company to employ and retain Roberson & Kumiega LLC as
special litigation counsel.


FLUSHING HOSPITAL: Files for Bankruptcy
---------------------------------------
Flushing Hospital Medical Center has filed for bankruptcy
in an effort to restructure its debt and merge with the New
York Hospital of Queens, officials said yesterday.
Eventually, officials hope to merge the two hospitals into
one corporation with a common board of directors and
medical staff. The merger would lead to elimination of some
redundant services, such as pediatric care, at Flushing  
hospital.

As executives made the announcement, the hospital's fourth
floor was evacuated after a fire broke out in a storage
room around 12 p.m. Two firefighters were slightly injured
while battling the suspicious, one-alarm blaze, said Fire
Department spokesman Elbert Washington.

The hospital for years has been plagued by financial
problem, bitter contract disputes and threats of closure.
In 1996, it lost $33 million. After firing 90 employees and
eliminating 36 beds, the hospital cut its losses to $13
million in 1997. This year, executives estimate that it
will lose $13.5 million. In addition, the hospital has
about $84 million in debt and $41 million in unpaid medical
malpractice judgments.

For six months, executives have been involved in tense
contract negotiations with the New York State Nurses
Association, which represents Flushing Hospital's 350
registered nurses. The hospital's contract with Local  
1199 of the National Health and Human Service Employees
Union, which represents hundreds of workers, will expire on
July 31.

Mills said the hospital will seek to eliminate workers
under the new contracts, but union officials are vowing not
to accept any layoffs. Hospital workers have held protests
and other job actions during past contract  
negotiations. (Newsday - 06/04/98)


GRIFFIN LAND & NURSERIES: Releases Claims Against Eli Witt
----------------------------------------------------------
Griffin Land & Nurseries, Inc. announced that the  
bankruptcy court has approved a motion whereby Griffin
released all of its remaining claims against the Eli Witt
Company in exchange for the creditors of Eli Witt releasing
Griffin from any liability in connection with the Chapter
11 filing by Eli Witt in 1996.The claims on Eli Witt that
Griffin released had been fully reserved on Griffin's
balance sheet in previous years, therefore there is no
effect on Griffin's financial statements as a result of  
the current bankruptcy court ruling.


HOSPITAL STAFFING SERVICES: Files SEC FORM 8K          
---------------------------------------------
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 ("HCFA"), and Wellmark, Inc., as
financial intermediary.  Further, the Company filed an  
emergency motion for a temporary restraining order in an
effort to temporarily restrain the Department of Health and
Human Services, 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 $441,373.00 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.


INPHOMATION: On Tight Budget
----------------------------
Inphomation's bankruptcy trustee, Linowes &
Blocher attorney Paul-Michael Sweeney, struck a deal with
NationsBank NA, a lender to both Lasky and Inphomation,
that will let the Pikesville-based telemarketing firm stay
in business at least until Friday.

In a lawsuit separate from the bankruptcy case, NationsBank
had obtained a court judgment against Lasky and Inphomation
that technically would let the bank seize all the company's
cash. But the agreement with the trustee lets  Inphomation
keep the desperately needed cash as working capital, though
it  places the company on a strict budget that's monitored
by Sweeney and NationsBank.

Despite all the turmoil, Sweeney said, the infomercial
company that employs telephone psychics is still a going
concern, running its Psychic Friends Network even as it
goes after money it is owed on unpaid bills. And he says
the company's potential for a long-term rebound are
surprisingly strong.

With the siphoned-off money figured in, the trustee claims
that Inphomation has assets of at least $19.8 million. And
that figure doesn't include any of Lasky's personal
interests in such things as the Harbor Inn, Regi's, the
Lasky home and the horses, the court records state.

The court papers hint at a paper trail showing that Lasky
took Inphomation money -- money now owed to creditors --
and used it to finance an indulgent lifestyle: A $130,000
Aston Martin, a $450,000 yacht, racehorses, artwork,
family-run foundations and offshore bank accounts. Other
items included personal interests in businesses such as the
Harbor Inn.

"I've heard nothing but evidence of concealment, dishonesty
and less-than-full disclosure," Schneider said. "In some
cases, I think I've heard evidence of criminal activity."
The trustee, would not say whether he planned to try and
reclaim  cash from assets such as the horses, hotel or
Lasky's house, or what the prospects for success would be
should he decide to do so.

There's one other "asset" Inphomation claims to have that's
potentially worth millions. Lasky has contended that
Inphomation is owed tens of millions of dollars by AT&T
Corp. and MCI Communications Corp. for unreasonably high  
reserves taken by the telephone-service companies against
so-called "chargebacks" -- when consumers who use the
psychic lines later renege on their bills.  Those reserves
taken were higher than the chargebacks and belong to  
Inphomation, the company has alleged in other lawsuits.
Lasky was counting on recouping some of that money to turn
around his company's fortunes.(Baltimore Sun - 06/01/98)


ITHACA INDUSTRIES: Files Form 8-KA with SEC
-------------------------------------------
Ithaca Industries, Inc. filed a  Form 8-K/A with the SEC
amending the Current Report on Form 8-K filed on April 3,
1998 with respect to the company's  acquisition of Glendale
Hosiery Company to provide the financial statements and pro
forma financial information required by Item 7
of Form 8-K.

A full-text copy of the filing is available via the
Internet at:

http://www.sec.gov/Archives/edgar/0000950142-98-000425.txt


KOMAG: Sees Big 2nd-quarter Loss, To Lay Off 480
------------------------------------------------                 
Komag said it would lay off 10 percent of its  
employees, or about 480 people, and post a quarterly loss
of about $58 million, as orders for its disk  drive
components continue to fall.  Komag, which makes magnetic
platters that record information inside disk  
drives, also said it expected to record a one-time charge
of $135 million to $185 million in the second  quarter  
ending June 28.

In addition, Komag, based in San Jose, Calif., said the  
loss and the charge meant that the company would be in a  
technical default on its bank loans and credit lines by the
end of the quarter. The company will have to renegotiate
with its lenders, executives said.  Komag, whose fortunes
are closely tied to the disk drive industry, had expected
sales to recover in the second half of 1998 after a
worldwide glut of disk drives. But the company now expects
weak disk-drive sales into 1999, leading to the layoffs in
its United States and Malaysian operations.

Sales for the quarter are expected to be about $75 million  
to $85 million,  down 57 percent from the $175.1 million  
reported in the June quarter of 1997.  The loss, excluding
the charge, is expected to be about $58 million, or $1.10
a share.
    
To cut costs, Komag will close a plant in San Jose, its  
oldest. In addition, it will limit its capital expenditures
in the second half of 1998 to about $15 million. It will
also lower the value of some of its assets on its  
financial books.  The company now expects to return to
profit in the first half of 1999, about six months later
than it had previously forecast. (Reuters: Technology -
06/03/98)


LIBERTY CABLE: Hires Houlihan Lokey
-----------------------------------
Liberty Cable announced today that it has retained the
national investment banking firm of Houlihan Lokey Howard &  
Zukin to assist the Company in exploring strategic
alternatives.

Liberty Cable is a greater Los Angeles cable system which
serves the communities of South Gate, Walnut Park and El
Monte.  Liberty Cable's systems pass approximately 65,000
homes and serve approximately 12,500 subscribers. In  
1997, Liberty generated revenue of approximately $5.1
million while operating under the constraints of Chapter 11
of the U.S. Bankruptcy Code. Liberty emerged from Chapter
11 in early March 1998.


LOT$OFF CORPORATION: Announces Annual Meeting
---------------------------------------------
The 1998 Annual Meeting of Stockholders of LOT$OFF
CORPORATION, a Delaware corporation will be held
Tuesday, July 14, 1998 at 10:00 a.m., at the Holiday Inn
Select, 77 Northeast Loop 410, San Antonio, Texas 78216.  
There will be an election o f five directors of the
Company. The nominees for director are Charles J. Fuhrmann
II, Sheryle J. Bolton, Cecil Schenker, William B. Snow, and
M. David White.

At May 28, 1998, there were 4,159,210 shares of
Common Stock outstanding, 1,596,420 of which are held in an
escrow account at Continental Stock Transfer & Trust
Company for the benefit of holders of allowed general
unsecured claims pending distribution upon the filing
and/or resolution of claims objections under the Company's
confirmed Plan of Reorganization, as Amended and Modified.
Such escrowed shares are not entitled to vote at the Annual
Meeting. Accordingly, at May 28, 1998, there were 2,562,790
shares of Common Stock outstanding and entitled to vote.


MARINELAND: Judge Postpones Sale
--------------------------------
A federal bankruptcy judge will decide by the end of June
on a buyer for 140 acres of resort property surrounding the
Marineland oceanarium.

U.S. Bankruptcy Judge George L. Proctor delayed a decision
on an offer for the park itself Tuesday and gave potential
suitors until the close of business Wednesday to submit
proposals.   Proctor scheduled a June 2 hearing to discuss
offers for the adjacent property and promised to make a
final decision June 30. A courtroom auction is  
an option, with the land going to the highest bidder.

Together, the privately owned resort and the 10-acre
nonprofit oceanarium make up the town of Marineland,
Florida's smallest incorporated city.

Reviving shuttered resort facilities is considered crucial
to the survival of the historic attraction, which is mired
in its own financial crisis trying to repay $9.7 million in
municipal bonds.

Marineland Ocean Resort Inc. bought the land in April 1996,
planning to fix up an aging hotel, restaurant, marina and
other facilities while managing the marine park for a
nonprofit owner. But MOR filed for Chapter 11 bankruptcy  
protection last October.(Florida Today - 05/21/98)


MAYFAIR SHIPPING: Liquidator May Be Appointed
---------------------------------------------
A London-based company specialising in the refrigerated
cargo carrying sector, Mayfair Shipping, has asked an
insolvency specialist to convene a creditors' meeting,
writes James Brewer.

The meeting, to be held on June 19, has been called with a
view to appointing a liquidator.

Mayfair, headed by Pericles John Arvanitopoulos, has been
involved in the trades between Ecuador and Europe and is
known to have represented three vessels in recent times.
One of the ships, the 362,080 cu ft Chateaulin, built 1970,
was sold for scrap earlier in this year. Another, the
378,097 cu ft Magnolia, was reportedly  sold to Cuban-flag
interests in mid-1997.

A third, the Bahamian-flag, 1980-built Aquila II, is at
Limassol under arrest, following an application by
mortgagee bank, Kredietbank of Luxem-bourg, to the
admiralty court. Officials of Mayfair had been in talks
with the bank in  an attempt to resolve the future of the
301,678 cu ft vessel.

Marine Debt Management, a London company acting for other
creditors of the vessel's owners, has instructed local
lawyers to file their claims with the court in Cyprus.
(LLoyd's List International; 06/04/98)


MITSUI WHARF: Applies for Court Protection
------------------------------------------
Mitsui Wharf Co. on Thursday applied to the  
Yokohama District Court in Kanagawa Prefecture for
protection of its assets under the Corporate Rehabilitation
Law, a private credit research agency said Thursday.

The warehousing and harbor transport service company has
virtually gone bankrupt with liabilities totaling 22.1
billion yen, Tokyo Shoko Research Ltd. said.

Based in Kawasaki, Kanagawa Prefecture, and listed on the
Second Section of the Tokyo Stock Exchange, Mitsui Wharf in
early May announced that more than 3 billion yen of its
promissory notes had been issued without authorization.
Of the notes, 340 million yen worth was dishonored April
30.Mitsui Wharf has filed criminal complaints against a
former financial executive and some employees for forgery
of promissory notes and other charges. (Kyodo - 06/04/98)


MOBILEMEDIA: Files Form 8-K
---------------------------
On June 1, 1998, MobileMedia Corporation, MobileMedia
Communications, Inc. and all of the subsidiaries of
MobileMedia Communications filed with the United States
Bankruptcy Court for the District of Delaware their monthly
operating report for the month ended April 30, 1998.


PACKAGING PLUS: Files Quarterly Report with SEC
-----------------------------------------------
Packaging Plus Services, Inc. (PKGP), is an integrated
business service conglomerate. Its principal subsidiaries
and divisions include the Association of Packagers and
Carriers, Inc., Manhattan Concierge, Office Quick,
Packaging Plus Services Logistics, Inc., Images Design and
Marketing, and UniqueNet.

During this period, Images Design and Marketing continues
to operate as an "in-house" advertising arm for Packaging
Plus Services, Inc., in preparing and establishing
advertising related to the Company's new ventures.

During the three months ended March 31, 1998, the Company's
operations generated total revenues of $560,909 from the
above mentioned operations, compared to $478,566 for the
corresponding prior year period. Cost of revenues
were $406,049 and $323,601, respectively.

Selling, general and administrative expenses were $647,419
for the three months ended March 31, 1998, compared to
approximately $588,183 for the corresponding
period March 31, 1997.

Similarly, for the nine month period ended March 31, 1998,
total revenues was approximately $1,982,677 compared to
$707,843 for the prior year period.

Generally, increases in revenue and expenses of 1998 over
1997 are the result of new businesses development.


The Company has commenced litigation against seventeen
former franchisees for non-payment of royalties over a
number of years and for failure to file monthly
reports upon which royalties were based. It is anticipated
that a portion of the total amount claimed will be
eventually recovered.


POCKET COMMUNICATIONS: Conditional Waiver of FCC Deadline
---------------------------------------------------------
The Federal Communications Commission Monday gave Pocket
Communications, Inc. and its DCR PCS Inc. unit a limited
conditional waiver of the June 8 deadline for electing one
of the agency's debt restructuring options.  Pursuant to
the June 1 order, DCR PCS, which holds 43 wireless C Block
licenses, is required to file a provisional election by
June 8 that would not be deemed effective until the FCC's
general counsel specifies a "trigger date."   "In the event
settlement negotiations fail, the mechanism set
out below for triggering the effectiveness of DCR PCS's
election will ensure that the licensee occupies a position
neither more nor less advantageous than if it had made its
election by June 8th without the possibility of settlement
intervening," the FCC said. (Federal Filings Inc. 03-June-
98)


UNITED HEALTHCARE: Special Meeting of Shareholders
--------------------------------------------------
A Special Meeting of Shareholders of United HealthCare
Corporation will be held at a yet undisclosed date.
At the Special Meeting, shareholders will be asked to
consider and to vote upon (i) a proposal to approve the
issuance of shares of United HealthCare Common Stock
as contemplated by the Agreement and Plan of Merger dated
May 27, 1998, among Humana Inc., United HealthCare and UH-1
Inc., a wholly owned subsidiary of United HealthCare
pursuant to which, among other things, UH-1 Inc.will be
merged with and into Humana and each outstanding share of
Common Stock of Humana will be converted into the right to
receive 0.5 of a share of United HealthCare Common Stock
and (ii) a proposal to amend United HealthCare's Second
Restated Articles of Incorporation to increase the
number of authorized shares of United HealthCare Common
Stock from 500,000,000 shares to 800,000,000 shares.
A joint proxy statement prospectus is being issued to
shareholders of the companies involved in the merger.


VENTURE STORES: Lease Sale Hearing Delayed
------------------------------------------
A hearing on the proposed sale of Venture Stores Inc.'s
leases to Kimco Realty Corp. for about $95 million was
adjourned until June 5 to give potential bidders more time
for due diligence.  The related auction, originally set for
May 29, was pushed back until June 4. (Federal Filings,
Inc. 03-June-98)


WURLITZER: Out of Bankruptcy
----------------------------
Under a reorganization plan approved by U.S. Bankruptcy
Court, Eaglerock Capital Partners became the majority owner
of the chain by providing $700,000  to pay for the
reorganization. This investment, in turn,
triggered a new, $3  million line of credit by Paragon
Capital of Needham, an asset-based lender to  retailers
throughout North America.

When Wurlitzer filed for Chapter 11 protection against
creditors on Sept. 23, its primary assets, worth several
million dollars, consisted of its store inventory. The
filing was made, according to Baldiga, to prevent one of
its floor plan lenders from seizing the inventory, which
would have put the chain out of business.

As part of its reorganization, all floor plan lenders have
been taken out.  Unsecured creditors, who were owed about
$1 million, will receive only a small portion of what they
were owed over a two-year period. The reorganization plan  
received U.S. Bankruptcy Court approval April 28.  
(Telegram Gazette Worcester - 06/02/98)


DLS Capital Partners: Bond Pricing for Week of June 1, 1998
-----------------------------------------------------------
Following are indicated prices for selected issues:

Amer Telecasting 0/14 1/2 '04                 24 - 26
Asia Pulp & Paper 11 3/4 '05                  89 - 90
APS 11 7/8 '06                                10 - 14(f)
Boston Chicken 7 3/4 '04                      25 - 26
Brazos 10 1/2 '07                             72 - 74
Brunos 10 1/2 '05                             17 - 20(f)
CAI Wireless 12 1/4 '02                       21 - 23
Cityscape 12 3/4 '04                          44 - 47(f)
E & S Holdings 10 3/8 '06                     69 - 71
Grand Union 12 '04                            58 - 59(f)
Greate Bay 10 7/8 '04                         86 - 87(f)
Harrah's Jazz 14 1/4 '01                      32 - 34(f)
Hechinger 9.45 '12                            76 - 78
Levitz 9 5/8 '03                              51 - 53(f)
Liggett 11 1/2 '99                            72 - 74
Mobilemedia 9 3/8 '07                         24 - 27(f)
Penn Traffic 9 5/8 '04                        32 - 34
Royal Oak 11 '06                              86 - 88
Service Merchandise 9 '04                     78 - 79
Trump Castle 11 3/4 '03                       92 - 93
Zenith 6 1/4 '11                              31 - 33 (f)

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S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
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