TCR_Public/980615.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Monday, June 15, 1998, Vol. 2, No. 116

                  Headlines

APS: Announces Annual Meeting July 6, 1998
APS: Files Quarterly Report
APS: To Close At Least 100 Big-A Stores, ISWs
AMERICAN GAMING: Discloses Lawsuit
AMERICAN GAMING: Wellington Extends Employment

BN1 TELECOMMUNICATIONS: Court OK's Squire, Sanders
BARNEYS: To Close South Coast Plaza Store
CHIC By H I S: Schedule 13 G Announces Stock Ownership
GRAND UNION: Schedule 13 G Filed with the SEC
HOME HOLDINGS: Third Amended Plan Finally Confirmed

ITHACA INDUSTRIES: Higher Revenues for Fiscal First Quarter
INTERSCIENCE COMPUTER: Files Quarterly Report
JINRO COORS: May Be Taken Over By Coors
L.A. GEAR: Committee Selects Two Members of the Board
MOLTEN METAL: Court Extends Exclusivity To September 4

NATIONAL SEMICONDUCTOR: Net Loss of $212.4 Million
NORD RESOURCES: Files Schedule 13D with the SEC
OMAK WOOD: Mill May Re-Open
ONE PRICE CLOTHING: Files Quarterly Report with the SEC
OXFORD HEALTH: Suspends Enrollment of Medicare Members

PEGASUS GOLD: Court Approves Financial Advisor
QUADRAX CORPORATION: Bar Date and Disclosure Statement
Hearing Set
SA TELECOMMUNICATIOMS: Seeks Extension of Exclusive Periods
T.L.C. for Girls: Jenna Lane Offers to Purchase Assets
THERMADYNE HOLDINGS: Files Schedule 13D with the SEC
VANTAGE SECURITIES: Clients Upset at Use of Their Money

                  *********

APS: Announces Annual Meeting July 6, 1998
------------------------------------------
The 1998 Annual Meeting of Stockholders of APS Holding
Corporation will be held in the Amphitheatre at the
Sheraton Crown Hotel, 15700 John F. Kennedy Boulevard,
Houston, Texas 77032-4830, on Monday, July 6, 1998, at 9:00
a.m., Houston time, for the following purposes:

1. To elect six directors of the Company to serve until the
1999 Annual Meeting of Stockholders.

2.To ratify the appointment of Coopers & Lybrand LLP as the
Company's independent auditors for the fiscal year ending
January 30, 1999.


APS: Files Quarterly Report
---------------------------
For the three months ended April 25, 1998, APS Holding
Corporation reports a net loss of $21,538,000 on net sales
of $161,754,000.

Net sales for the three months ended April 25, 1998
decreased $50.0 million or 23.6% from the corresponding
period of the prior fiscal year. Such decrease was
primarily attributable to facility closures and one less
week included in Fiscal Year 1999 operating results as well
as a decrease in sales from the Company's traditional
businesses.  The Company's store divisions same store sales
decreased 19.2% due to continuing general softness in
demand for the Company's products, increasing competitive
pressures, and effects of the Chapter 11 Proceedings.

Net loss for the three months ended April 25, 1998 was
$21.5 million compared to a net loss of $0.9 million for
the corresponding period of the prior year.


APS: To Close At Least 100 Big-A Stores, ISWs
---------------------------------------------
APS Holding Corp. plans to close at least 100 company-owned
Big-A auto parts stores and installers service warehouses
(ISWs) in the second quarter, which ends July 25.  The
parts distributor expects to incur $11 million to $16
million in charges related to the closures and consider the
sale of certain assets or parts of the business.  "It is
possible, therefore, that the company's restructuring may
involve a sale of all or substantially all of its assets in
one or more transactions," APS noted.  The company
previously said it may close an undetermined number of
company-owned Big-A stores and ISWs as part of its long-
range business plan.  (The Daily Bankruptcy Review
Copyright c June 12, 1998 - ABI 12-June-98)


AMERICAN GAMING: Discloses Lawsuit
----------------------------------
American Gaming & Entertainment, Ltd. has a 24.5%
beneficial equity interest in RSR, LLC, representing the
equivalent of a 4.9% equity interest in a riverboat gaming
and entertainment complex in the City of Rising
Sun, Indiana on the Ohio River. Legal title to the RSR
Interest has been transferred by the Company to NBD Bank,
N.A., as trustee. NBD must sell or otherwise dispose of the
RSR Interest on or before August 23, 1998 in  
accordance with the provisions of a trust agreement entered
into between the Company and NBD. On June 5, 1998,
International Game Technology, Inc. filed a  
motion for pre-judgment garnishment in the Marion Superior
Court, State of Indiana, against the Company and NBD Bank,
N.A. as Trustee.

International Game Technology, Inc. is seeking a order by
such court to the sheriff of Marion County, Indiana to
seize and hold any proceeds from the sale of the RSR
Interest, pending the trial and judgment on a complaint
by IGT - North America against the Company in
the  Circuit Court of Harrison County, Mississippi, Second
Judicial District. The IGT Complaint seeks a judgment
against the Company under a guaranty agreement by the
Company to IGT of (i) the principal amount of
approximately $3,306,000  plus accrued interest and (ii)
reasonable attorneys fees.

The Company's Common Stock is traded on the OTC Bulletin
Board under the symbol "AGEL".


AMERICAN GAMING: Wellington Extends Employment
----------------------------------------------
American Gaming & Entertainment, Ltd. reports that on May
12, 1998, the company and J. Douglas Wellington, President
and Chief Executive Officer, executed an amendment to an
agreement dated as of September 12, 1996 (the "Employment
Agreement"). The amendment extends the term of the
Employment Agreement through September 12, 2000. All other
terms and conditions of the Employment Agreement remain in
full force and effect.


BN1 TELECOMMUNICATIONS: Court OK's Squire, Sanders
--------------------------------------------------
The court approved the retention of Squire, Sanders &
Dempsey LLP as bankruptcy counsel for the debtor, BN1
Telecommunications, Inc.


BARNEYS: To Close South Coast Plaza Store
-----------------------------------------
Barneys will close its South Coast Plaza store July 25.
The store, which was the New York chain's first in
California when it opened in 1990, employs about 25.

The South Coast Plaza location, Barneys' only store in
Orange county, appears to be a victim of  the company's  
Chapter 11 bankruptcy filing in January 1996.  The filing
followed a dispute with equity partner Isetan Co. of Tokyo
over rent  payments for Barneys' New York, Chicago and
Beverly Hills stores.

Four other Barneys have folded since then, leaving the 74-
year-old chain with eight stores and 13 outlet shops.
South Coast Plaza officials are weighing options for
Barneys' two-floor, 16,000-square-foot space, located
between Nordstrom and Macy's. (OrangeCountyRegister-
06/04/98)


CHIC By H I S: Schedule 13 G Announces Stock Ownership
------------------------------------------------------
As of June 9, 1998, Gabriel Capital LP reports to the SEC
that it is the beneficial owner of 392,948 shares of Common
Stock of CHIC by H I S, Inc., for a total beneficial
ownership of 4.0% of the outstanding shares of Common
Stock. As of June 9, 1998, Ariel Fund is the beneficial
owner of 579,652 shares of Common Stock, for a total
beneficial ownership of 5.9% of the outstanding shares of
Common Stock. Ariel, as Investment Advisor to Ariel Fund,
has the power to vote and to direct the voting of and the
power to dispose and direct the disposition of the 579,652
shares of Common Stock owned by Ariel Fund. Accordingly,
Ariel may be deemed to be the beneficial owner of 579,652
shares of Common Stock, or 5.9% of the outstanding shares
of Common Stock. As the General Partner of Gabriel, Merkin
has the power to vote and to direct the voting of and the
power to dispose and direct the disposition of the 392,948
shares of Common Stock owned by Gabriel.

In addition, as the sole shareholder and president of
Ariel, Merkin may be deemed to have the power to vote and
to direct the voting of and the power to dispose and direct
the disposition of the 579,652 shares of Common Stock owned
by Ariel Fund. Accordingly, Merkin may be deemed to be the
beneficial owner of 972,600 shares of Common Stock, or 9.9%
of the outstanding shares of Common Stock.


GRAND UNION: Schedule 13 G Filed with the SEC
---------------------------------------------
Alpha Assurances Vie Mutuelle, AXA Assurances I.A.R.D
Mutuelle, AXA Assurances Vie Mutuelle, and AXA Courtage
Assurance Mutuelle, as a group (collectively, the
'Mutuelles AXA'); AXA-UAP; and The Equitable Companies
Incorporated filed a Schedule 13G reporting 1,039,177
shares of common stock of Grand Union Co. beneficially
owned as of May 31, 1998, representing 10.1% of the class.


HOME HOLDINGS: Third Amended Plan Finally Confirmed
---------------------------------------------------
The court confirmed Home Holdings' revised third amended
reorganization plan, concluding that it does not unfairly
discriminate in the treatment of equity interests or senior
subordinated note claims.  Objections from indenture
trustee Bank of New York, the Pension Benefit Guaranty
Corp., and AmBase Corp. were withdrawn, and AmBase changed
its initial vote against the plan to vote in favor of
confirmation. (Federal filings Inc., 11-June-98)


ITHACA INDUSTRIES: Higher Revenues for Fiscal First Quarter
-----------------------------------------------------------
Ithaca Industries, Inc.announced higher revenues for the
fiscal 1999 first quarter ended May 2, 1998. Revenues were
$60.4 million versus $58.7 million in the prior year's
first quarter, an increase of 2.8 percent. Included in the
quarter's revenue was $3.8 million from the recently
acquired Glendale Hosiery Company. The results
for Glendale are included for only 5 1/2 weeks for the
quarter as the acquisition was effective March 24, 1998.

The net loss for the period was $604,000, or $0.06 per
share, versus $150,000, or $0.02 per share, in the prior
year's first quarter. Gross profit for the first quarter of
fiscal 1999 was 12.8 percent. Total selling, general and
administrative expenses increased to $7.0 million
from $6.8 million last year, but remained constant at 11.6
percent of sales in both years.


INTERSCIENCE COMPUTER: Files Quarterly Report
---------------------------------------------
Interscience Computer Corporation reports that for the
quarterly period ending March 31, 1998, sales decreased by
$1,948,000 or 60% compared to sales for the fiscal quarter
ended March 31, 1997. The decrease is attributed
to the sale of the Xerox maintenance base as of November 1,
1997.

Cost of sales decreased by $1,747,000 or 69% during the
current fiscal quarter again as a result of the sale of the
Xerox maintenance service business and reductions in
service areas covered by the Company.

During the current quarter the Company reduced the number
of employee's from 20 as of December 31, 1997 to 10 as of
March 31, 1998. The reduction consisted of employees whose
jobs were related to the maintenance business and
included 3 warehouse staff from the east coast operations
that were closed.

Sales for the current six month period decreased by
$3,433,000 or 53% from the comparable six month period in
1997.

Cash and cash equivalents increased by $278,677 from
$605,565 to $884,242 for the current quarter. The Company
has been operating on a positive cash basis since filing
for protection under Chapter 11 of the U.S. Bankruptcy
Code. Rent lease expense has been reduced from $80,000 per
month in fiscal year 1997 to a current rate of $8,000 per
month.

The Company now has sufficient funds to complete its
reorganization plan. Payments to all creditors should be
completed by June 30, 1998. The Company's cash reserves
will be depleted by these payments. It is expected that
cash flow from operations will be sufficient to meet all
remaining debt obligations and to rebuild the Company's
cash reserves.


JINRO COORS: May Be Taken Over By Coors
---------------------------------------
Coors Brewing Co. has offered to invest $100  
million to take over its joint venture with South Korea's
troubled third largest brewery, Korean bank officials said
Friday.

But Coors, based in Golden, Colo., demanded that creditor
banks of Jinro-Coors Brewing Co. first write off more than
half of the company's $481 million debt and turn the rest
into equity.

Commercial Bank of Korea and other creditors said they
would respond to the proposal by the end of this month.
Jinro-Coors is now running under court receivership after
its mother company, Jinro, went bankrupt last September.

The brewery first started as a joint-venture between Coors
and South Korea's Jinro conglomerate in 1992. It now
controls 20 percent of the country's annual $2 billion beer
market.  In an investment proposal, Coors recently sold its
33-percent stake to Jinro and then began negotiating to
take over the whole brewery.

L.A. GEAR: Committee Selects Two Members of the Board
-----------------------------------------------------
The Official Creditors' Committee in the case of L.A. Gear,
Inc., debtor, has voted to select Robert Farnham and David
L. Eaton as the individuals to serve on the Board.


MOLTEN METAL: Court Extends Exclusivity To September 4
-------------------------------------------------------
The court has extended Molten Metal Technology Inc.'s
exclusive periods to file a reorganization plan and solicit
plan acceptances to Sept. 4 and Nov. 3, respectively.  The
environmental technology company and its creditors'
committee agreed that September would be an appropriate
time to evaluate the company's progress and that filing a
plan before then would be a waste of resources. (Federal
filings Inc., 11-June-98)


NATIONAL SEMICONDUCTOR: Net Loss of $212.4 Million
--------------------------------------------------
The Wall street Journal reported on June 12, 1998 that
National Semiconductor Corp. reported a net loss of $212.4
million for the fiscal fourth quarter ended May 31,
compared with a loss of$19 million a year earlier.

National slashed costs, closed some factories and laid off
1,400 employees during the quarter.  For the fiscal year,
the company reported a loss of $98.6 million compared with
earnings of$1.6 million a year earlier.  Revenue fell from
$2.68 billion one year ago to $2.54 billion.


NORD RESOURCES: Files Schedule 13D with the SEC
-----------------------------------------------
Nord Resources Corporation reports that MIL Investments SA
purchased 220,100 shares of Nord Common Stock in a series
of open market transactions between May 15, 1998 and May
27, 1998, for an aggregate purchase price of $439,968.35.
The Purchase Price was paid in cash from MIL's working
capital.

MIL is the beneficial and record owner of 6,230,100 shares
of Common Stock representing approximately 28.4% of the
issued and outstanding shares of such Common Stock based
upon information provided by the Company.


OMAK WOOD: Mill May Re-Open
---------------------------
The Seattle company seeking to buy Omak Wood Products hopes
to hire 250 employees after the sale is completed in July
and the plant is reopened.   Omak Wood Products, once the
largest private employer in Okanogan County, employed as
many as 400 people when plywood and lumber operations were
running.

Now in Chapter 11 bankruptcy reorganization, the mill
closed at the end of May. Quality Veneer & Lumber wants to
retool the plant to make plywood and veneer, said Stuart
Young, Quality Veneer's president.   The new owner does not
plan to restart lumber production because of a shortage of
timber harvested from public land, Young said.  Omak Wood
Products has been hampered by high debt and low lumber
prices since employees bought the company in 1988.
(Seattle Post-Intelligencer; 06/10/98)


ONE PRICE CLOTHING: Files Quarterly Report with the SEC
-------------------------------------------------------
One Price Clothing Stores Inc. reports net  sales for the  
quarter  ended May 2,  1998  were  $82,513,000  compared  
to $78,899,000  for the quarter ended May 3, 1997.  
Comparable  store sales for the quarter were flat compared
to the same quarter last year.

Three stores were opened  during the first  quarter of
fiscal  1998,  two stores were relocated and sixteen  
underperforming  stores were closed. At May 2, 1998,
the Company operated 647 stores,  one fewer than at
quarter-end last year, in 27 states, the District of
Columbia, Puerto Rico and the U.S. Virgin Islands.

According to management, sales thus far in the second  
quarter of fiscal 1998 continue ahead of planned levels and
comparable store sales  comparisons to the same time period
in fiscal 1997 are also positive.  Management believes the  
improved sales trends are primarily due to favorable
customer reaction to the current  merchandise mix and
a renewed  emphasis  on core  pricing  begun late last
year, favorable weather experienced in most of the
Company's  markets and to favorable sales trends in
the retail apparel industry.

The Company will close in  fiscal  1998 the  remainder  of
the 75 underperforming stores originally  identified  in
the  restructuring  plan  announced in January  1998.


OXFORD HEALTH: Suspends Enrollment of Medicare Members
------------------------------------------------------
The Wall Street Journal reports on June 12, 1998 that
Oxford Health Plans Inc. temporarily suspended enrollment
of most new members in its Medicare managed-care plans in
New York, New Jersey, Pennsylvania and Connecticut, in an
attempt to placate federal officials and improve its
operations.


PEGASUS GOLD: Court Approves Financial Advisor
----------------------------------------------
The court approved Pegasus Gold Inc.'s retention of
Batchelder & Partners Inc. as financial advisor and
authorized the payment of the firm's fees for three months,
conditioning further payments on fee applications.  The
court also authorized the creditors' committee to hire
Executive Sounding Board Associates Inc. as financial
consultant and continue the retention of Behre Dolbear &
Co. as minerals industry consultant. (Federal Filings Inc.,
11-June-98)

QUADRAX CORPORATION: Bar Date and Disclosure Statement
Hearing Set
-----------------------------------------------------------
An order was entered on May 29, 1998 setting June 29, 1998
as the Bar Date for filing a proof of claim.

A hearing to consider approval of the disclosure statmenet
will be held on June 29, 1998.


SA TELECOMMUNICATIOMS: Seeks Extension of Exclusive Periods
-----------------------------------------------------------
The debtors, SA Telecommunications, Inc. and its affiliates
are seeking an order granting further extension of the
exclusive periods in which to file a plan or plans of
reorganization and to solicit acceptances thereof.

The availability of funds for distribution under a plan of
reorganization is premised on the successful closing of the
sale to EqualNet and the receipt of the consideration. The
debtors submit that no plan of reorganization should be
filed at least until such time as the sale has actually
closed.  At this time there are fundamental issues that
remain unresolved regarding the allocation of sale
proceeds.

The debtors are seeking an order extending the plan period
and solicitation period to September 28, 1998 and November
24, 1998 respectively.


T.L.C. for Girls: Jenna Lane Offers to Purchase Assets
------------------------------------------------------  
JENNA LANE, INC. announced that a wholly-owned subsidiary
had made an offer to purchase substantially all the assets
of T.L.C. for Girls, Inc., a New York based manufacturer of
children's apparel currently operating in Chapter 11 under
the Bankruptcy Code, for an aggregate of $350,000.

The offer is subject to an auction scheduled to be held
June 18, 1998 in the Bankruptcy Court and is subject to
higher and better offers and approval of the Court. Jenna
Lane also has entered into an interim supply and financing  
agreement with T.L.C., pursuant to which Jenna Lane acts as
contract  manufacturer to T.L.C., and is making certain
loans to T.L.C. to cover its  overhead pending the auction.
The contract manufacturer relationship is permitting T.L.C.
to manufacture its fall order file, approximating $4
million.  This interim agreement (which includes security
interests and liens to protect Jenna Lane if it is not
successful purchaser) has been temporarily approved by the
Bankruptcy Court and final approval is expected on
June 18th.

Commenting on this potential acquisition, Mitchell Dobies,
President and Co-Chief Executive Officer, said, "We are
pleased to have the possibility of entering the children's
market with an experienced partner such as T.L.C. We  
feel their strong capabilities in sales and merchandising,
combined with Jenna Lane's strong operational structure,
will result in a very successful subsidiary. This proposed
acquisition is part of Jenna Lane's strategy to
diversify into other product categories and is expected to
add immediate results to the Company's bottom line."

THERMADYNE HOLDINGS: Files Schedule 13D with the SEC
----------------------------------------------------
Magten Asset Management Corp. reports that it has
beneficial ownership of an aggregate 267,339
shares of Common Stock of  Thermadyne Holdings Corp.,
constituting approximately 8.3% of the 3,236,898 shares of
Common Stock reported by the Company as outstanding as of
June 9, 1998.  All of these shares of Common Stock are
beneficially owned by investment advisory clients of
Magten. Magten has shared voting power (with its investment
advisory clients and Embry) with respect to 227,897 of
the shares of Common Stock owned by these clients and
shared dispositive power (with its investment advisory
clients and Embry) with respect to all 267,339 shares of
Common Stock owned by these clients.

The shares of Common Stock sold by the Filing Persons in
the sixty days prior to May 27, 1998 were sold in
connection with the merger between the Company and
Mercury Acquisition Corporation.  The Merger was effected
pursuant to an Agreement and Plan of Merger dated as of
January 20, 1998.  The Merger Agreement was approved by the
stockholders of the Company on May 21, 1998.  In
connection with the Merger, Magten sold 3,250,434 shares
of Common Stock that it may have been deemed to
beneficially own and Mr. Embry disposed of 3,306,587
shares he may have been deemed to beneficially own.  On
May 27, 1998 the Filing Persons received $34.50 per
share for the shares of Common Stock of the Company that
they sold in connection with the Merger.


VANTAGE SECURITIES: Clients Upset at Use of Their Money
-------------------------------------------------------
Clients of recently bankrupt Vantage Securities Inc. are
upset and frustrated that some of their money could be
used to pay  creditors, says a group of former financial
advisers employed by the firm. KPMG Inc., Vantage's
bankruptcy trustee, will make an application today to the  
British Columbia Supreme Court asking for direction on how
to handle more than  C$20 million in assets that are not
specifically held in clients' names. About 100 of Vantage's
160 advisers in Alberta and BC have formed a group and
hired  the Calgary law firm of MacLeod Dixon to represent
them and their clients' interests. (Resource News
International - 06/12/98)


                  *********

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