TCR_Public/980707.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, July 7, 1998, Vol. 2, No. 131
                    
                  Headlines

CENTENNIAL CELLULAR: Investment Partnerships Acquire 93%
CREATIVE COMPUTERS: Annual Meeting Scheduled for July 24
ELDER-BEERMAN: Retirement Plan Receiving New Common Stock
GEOTEK: Stock De-Listed
GEOTEK COMMUNICATIONS: $10M DIP Pact Has Interim Okay

GRAND UNION: Court Approves Cash Collateral Use
GRANT GEOPHYSICAL: Amends Registration Statement
HOME HOLDINGS: Files Supplemental Registration Materials
HOROWITZ/RAE: Seeks Chapter 11
KIA MOTORS: To Be Put Up for Public Tender on July 15

LATTICE SEMICONDUCTOR: Annual Meeting of Stockholders
MRS TECHNOLOGY: Files For Chapter 11 Reorganization
MAINE INVESTMENTS: Banks Provide Bail-Out
METALLURG INC: Standard & Poor's Issues Ratings
OMAK WOOD: Judge Rossmeissl Approves Plan

OXFORD HEALTH: Preliminary Notice of Annual Meeting
PEGASUS GOLD: Reports First Quarter Results
POCKET COMMUNICATIONS: Lenders Delay Filing
RELIANCE ACCEPTANCE: Plan Approved Announces Ugly Duckling
PRESLEY COMPANIES: Receives Non-Binding Acquisition Offer

TIE/COMMUNICATIONS: Seeks Order Authorizing Sale
TOLLYCRAFT: Completes Negotiations with 2 Largest Creditors
TRI-CITY HEALTH: Files for Bankruptcy Protection
TRITEAL CORP: Unaudited Fourth Quarter Financial Results    
WESTERN FIDELITY FUNDING: Court Approves Financial Advisor
WORK RECOVERY INC: $2 Million Line of Credit

Meetings, Conferences and Seminars

                  *********

CENTENNIAL CELLULAR: Investment Partnerships Acquire 93%
--------------------------------------------------------
In a report by Newsbytes News Network,  on July 6, 1998,
Centennial Cellular [NASDAQ:CYCL] has been scooped up by a
newly setup firm created by Welsh, Carson, Anderson &
Stowe, the investment bankers, in a deal worth around $2
billion.  Newsbytes understands that around $500 million
worth of debt on the cellular  network will need to be
refinanced, but the bulk of the deal will be structured  as
a recapitalization, with Centennial's business continuing
as normal.

Under the deal, investment partnerships affiliated with
Welsh, Carson, Anderson  & Stowe will own around 93 percent
of Centennial's outstanding shares. Plans call for WCAS to
invest about $350 million of equity and $150 million of  
subordinated debt.

The deal is subject to shareholder and regulatory approval.
Newsbytes notes that the arrangement comes just 12 weeks
after the firm hired Donaldson, Luftkin and Janrette, the
investment bankers, to assist it in seeking suitable  
options. Centennial turned in a net loss of $33.3 million
in its last full financial year. So far this financial
year, the firm has reported a net loss of $26 million for
the first nine months.


CREATIVE COMPUTERS: Annual Meeting Scheduled for July 24
--------------------------------------------------------
Creative Computers, Inc., has notified its shareholders
that it will hold their annual meeting at the Marriott
Hotel, 3635 Fashion Way, Torrance, California 90503 on
Friday, July 24, 1998 at 10:00 a.m. local time:

   1. To elect four directors of the Company to serve until
      the 1999 Annual Meeting of Shareholders or until
      their successors are duly elected and qualified;

      The Nominees are:

      (a) Frank F. Khulusi -- co-founder of the Company
          (and its predecessor) and has served as Chairman
          of the Board, President and Chief Executive
          Officer of the Company since the Company's
          inception in 1987.  He is the brother of Sam U.
          Khulusi.

      (b) Sam U. Khulusi is a co-founder of the Company and
          served as Executive Vice President and Chief
          Operating Officer of the Company from October
          1994 until February 1996.  From 1987 until
          October 1994, Mr. Khulusi served as Chief
          Financial Officer of the Company. Mr. Khulusi
          currently is the Chairman and Chief Executive
          Officer of Emed, LLC, a software development
          company.  He is the brother of Frank F. Khulusi.

      (c) Ahmed O. Alfi has served as a director of the
          Company since September 1994.  Mr. Alfi has
          served as the Chairman of the Board and Chief
          Executive Officer of Alfigen, a prenatal
          diagnostic company, since January 1992. Since
          January 1996, Mr. Alfi has served as a director
          of SmarTalk Teleservices, a publicly traded
          telecommunications service provider.

      (d) Thomas Maloof has served as a director of the
          Company since May 1998.  Mr. Maloof is the
          President of Perinatal Practice Management, Inc.
          From September 1997 until February 1998, Mr.
          Maloof served as Chief Financial Officer of  
          Prospect Medical Holdings. From January 1995
          until September 1997, Mr. Maloof was the Chief
          Executive Officer of Prime Health of Southern
          California.  From October 1992 until December
          1994, Mr. Maloof was President of Foundation
          Health, a California health plan provider.

   (2) To ratify the appointment of Price Waterhouse LLP as
       the Company's independent accountants for the fiscal
       year ending December 31, 1998; and

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


ELDER-BEERMAN: Retirement Plan Receiving New Common Stock
---------------------------------------------------------
The Elder-Beerman Stores Corp. filed a Form S-8 with the
SEC describing the implementation and funding of its post-
Effective Date Retirement Savings Plan.  The full-text of
the filing is available at no charge via the Internet at
http://www.sec.gov/Archives/edgar/data/32020/0000950152-98-
005776.txt


GEOTEK: Stock De-Listed
-----------------------
Geotek Communications, Inc.  (NASDAQ: GOTK, Pacific: GEO),
a provider of mobile logistics systems, today announced
that the Nasdaq Listing Qualifications Panel has decided to
delist the Company's securities from Nasdaq effective with
the close of business on June 30, 1998.

As previously reported, Nasdaq had earlier informed the
Company that its securities were scheduled to be de-listed;
that action was stayed pending a hearing that was
subsequently held on June 4, 1998.

On June 29, 1998, the Company announced the filing, in the
U.S. Bankruptcy Court in Wilmington, Delaware, of voluntary
petitions seeking protection under Chapter 11 of the
Bankruptcy Code.


GEOTEK COMMUNICATIONS: $10M DIP Pact Has Interim Okay
-----------------------------------------------------
The court gave Geotek Communications Inc. interim approval
to borrow up to $7 million under a $10 million debtor-in-
possession credit facility from Soros-affiliate S-C Rig
Investments III L.P., pending a July 23 final hearing.  
Noting that its future viability depends on prompt
confirmation of a reorganization plan and/or a capital
infusion, Geotek said the DIP agreement is based on a term
sheet for a proposed plan, which in turn is premised on a
rights offering.  The DIP agreement requires the mobile
communications provider to file a plan by July 15. (Federal
Filings Inc. 2-July-98)


GRAND UNION: Court Approves Cash Collateral Use
-----------------------------------------------
The court has authorized Grand Union Co. to use the cash
collateral of its prepetition bank group, led by Bankers
Trust Co., for the daily operation of the company's 222
supermarkets.  As of June 24, the company owed about $237.1
million plus interest to various prepetition lenders under
a June 1995 credit agreement.  Grand Union is seeking
approval of a $172 million debtor-in-possession financing
facility that would refinance the senior tranches under the
prepetition credit facility.  A hearing is set for July 9.
(Federal Filings Inc. 2-July-98)


GRANT GEOPHYSICAL: Amends Registration Statement
------------------------------------------------
Grant Geophysical, Inc., in an Amendment to its
Registration Statement filed in connection with the
issuance of New Common Stock pursuant to the terms of its
confirmed plan of reorganization, relates that:

   (1) Registration expenses totaled $575,000;

   (2) The Company is providing broad indemnification
       provisions for the benefit of its officers and
       directors under Section 145 of the Delaware General
       Corporation Law;

   (3) It has issued all shares to Elliott and Westgate in
       exchange for cash and/or satisfaction of
       indebtedness pursuant to the terms of the Plan.


HOME HOLDINGS: Files Supplemental Registration Materials
--------------------------------------------------------
Paving the way for emergence from chapter 11 under its
confirmed plan of reorganization, Home Holdings, Inc., has
filed supplemental registration material with the SEC under
Form T-3 relative to its issue of New Notes.  The full-text
of the Company's filing is available at no charge via the
Internet at
http://www.sec.gov/Archives/edgar/data/875090/0001005477-
98-002152.txt


HOROWITZ/RAE: Seeks Chapter 11
------------------------------
Fairfield, N.J.-based Horowitz/Rae Book Manufacturers Inc.,
parent Horowitz Rae Holdings Inc., and three subsidiaries
filed Chapter 11 June 30 in Wilmington, Del. The companies
manufacture books for publishers. A. Horowitz & Son is the
binding arm and Rae Lithographers Inc. is the printing arm.
PMC Publishing Co. is a unit of A. Horowitz. Horowitz Rae
Holdings listed total assets and liabilities of
approximately $15.8 million and $22.1 million,
respectively. The companies'largest unsecured creditors
include CMNY Capital II L.P. of New York, N.Y. ($800,000),
Alling & Cory of Philadelphia ($473,261), CMCO Inc. of New
York, N.Y. ($300,000), and Technican of Whippany, N.J.
($218,847). (The Daily Bankruptcy Review Copyright c July
6, 1998 - ABI 07-July-98)


KIA MOTORS: To Be Put Up for Public Tender on July 15
-----------------------------------------------------
South Korea's ailing Kia Motors Corp. and its sister  
firm, Asia Motors Corp., will be put up for public tender
on July 15, creditors said Monday. Kia's main creditor,
Korea Development Bank (KDB), said successful bidders  
would be named at the end of August.

KDB officials said letters of "offer memorandum" would be
sent to South Korean and foreign buyers, including US auto
giant Ford Motor Co., which holds a 16.9-percent stake in
Kia with Japanese affiliate Mazda Motor Corp.  The
timetable, decided in talks between KDB officials and Kia's
court-appointed chief Yu Jong-Ruyl, immediately sparked a
bidding battle.

"Daewoo Motor Co. has decided to form a consortium with
Hyundai Motor Co. for the tender," Lee Jung-Sung, a Daewoo
Group spokesman, told AFP.  "We have yet to negotiate
details on the consortium. But we expect a positive
response from Hyundai, which has also offered to take part
in the tender," Lee said.

Daewoo and Hyundai, the country's two largest auto makers,
have insisted South Korean firms should acquire Kia, which
was declared insolvent in July last year.  Kia, however,
has favored Ford.
KDB officials said Kia would be sold off through public
bids and liquidation procedures simultaneously.
(Agence France-Presse 06-Jul-1998)


LATTICE SEMICONDUCTOR: Annual Meeting of Stockholders
-----------------------------------------------------
The Annual Meeting of Stockholders of Lattice
Semiconductor Corporation will be held on August 10, 1998,
for the following purposes:

   1.  To elect two Class III directors to serve a term of
       three years or until their successors are elected;

   2.  To approve an amendment to the Company's 1996 Stock
       Incentive Plan increasing the number of shares
       reserved for issuance thereunder by 2,300,000
       shares; and

   3.  To ratify the appointment of Price Waterhouse LLP as
       independent accountants of the Company for the
       fiscal year ending April 3, 1999.


MRS TECHNOLOGY: Files For Chapter 11 Reorganization
---------------------------------------------------
MRS Technology, Inc. (NASDAQ:MRSI) announced that it filed
for reorganization under Chapter 11 of the Federal
Bankruptcy Code.  The filing took place last week at the
federal bankruptcy court in Worcester, Massachusetts.

"The Chapter 11 filing will enable us to conserve cash
while continuing to seek financing and strategic partners
to help us pursue our target market, the market for high
density interconnect (HDI) with high density single and
multi-chip packaging," said Carl Herrmann, President and
CEO. In connection with this filing, the Company has
reduced its workforce by approximately 80%, effective
immediately. The Company has retained Cohn & Kelakos LLP of
Boston as its Chapter 11 counsel.

MRS Technology, Inc. is a supplier of advanced systems
needed for production of electronic products manufactured
with large area microlithographic processes. Based in
Chelmsford, Massachusetts, MRS Technology markets and sells
its products worldwide. The Company's Common Stock is
traded on the Nasdaq National Market; its trading symbol is
MRSI.


MAINE INVESTMENTS: Banks Provide Bail-Out
-----------------------------------------
The banking syndicate that holds the key to Maine
Investments' future has agreed in principle to inject more
money in a last-ditch bid to keep some of the country's
best-known businesses afloat.

Nearly 2000 jobs have been up in the air in recent weeks as
tense negotiations have continued over the future of Maine
subsidiaries such as Masport, Projex and Skellerup
Industries.

However, the banks and Goldman Sachs finally appear to have
agreed on how the company will be restructured.

Maine chairman Jim Gaffney said banks had agreed in
principle to a plan that will see an additional $10 million
put into the business. Under the proposal, the banks have
agreed to carry $5 million more in debt and to forgo
another $5 million in interest payments.

In return, the restructured company, which will be known as
Viking Pacific, will be able to have a cash issue of up to
$15 million in the nine months following the restructuring.
If fully exercised, the issue is expected to reduce Viking
Pacific's debt to $103 million by next June, down from the
$129 million previously forecast.

Although the proposal has yet to be approved by each bank's
credit committee, Maine appeared confident it would go
ahead. It said it expected settlement and implementation of
the restructuring to take place early next week. According
to Maine, the proposal will not require a bondholder
meeting.

But the Trustee for the bondholders, NZ Guardian Trust,
described the claim as "presumptuous at this time".
Guardian Trust said it was still evaluating the proposal.
(Supplied by New Zealand Press Association Evening Post 02-
Jul-1998)


METALLURG INC: Standard & Poor's Issues Ratings
-------------------------------------------
Standard & Poor's today affirmed its single- 'B' corporate
credit and bank loan ratings on Metallurg Inc. and its
single-'B'- minus senior unsecured debt rating on the
company and removed these ratings  from CreditWatch, where
they were placed June 23, 1998.

At the same time, Standard & Poor's assigned its triple-
'C'-plus rating to the company's proposed senior secured
discount notes due 2008, which will be issued by Metallurg
Holdings Inc., the direct parent of Metallurg Inc. The  
outlook is stable.

The CreditWatch placement followed the announcement that
Metallurg agreed to be acquired by Safeguard International
Fund L.P., a private equity fund.

Management has taken steps in recent years to improve the
company's product mix and has had some success in improving
operating margins from prior weak levels.  Currently, the
company is benefiting from favorable market conditions  
in the aerospace and transportation sectors.  Still, it
serves highly cyclical markets and remains vulnerable to
significant supply shocks.

Operating margins (before depreciation and amortization)
are expected to continue to fluctuate between 7.0%-8.5% due
to changes in the product mix, although supported by the
company's cost-reduction initiatives.  Standard &  
Poor's expects the company's cash interest coverage (ratio
of earnings, before interest, taxes, depreciation, and
amortization to cash interest) to range from
low 4 times (x) to low 5x, while interest on the proposed
senior discount note is noncash.  The company's cash
interest coverage will weaken significantly in 2003, the
year the proposed issue changes to a cash interest basis.

Although financial performance will benefit over the
near-term from  favorable market conditions, financial
flexibility is extremely limited in  light of the company's
aggressive debt leverage, Standard & Poor's said.


OMAK WOOD: Judge Rossmeissl Approves Plan
-----------------------------------------
Bankruptcy Judge John Rossmeissl last week approved the
reorganization plan for Omak Wood Products, which had
closed in May after filing for Chapter 11 last year,
according to The Spokesman Review. The plan calls for the
sale of the company for $19.5 million to Quality Veneer &
Lumber, which plans to restart the mill's plywood and
veneer plant but not lumber production. The sale is
expected to be completed by the end of July, according to
attorney Shaun Cross of Paine Hamblen, Spokane. He said
that $1.7 million in payroll and employee severance costs
will be paid in full, as well as vendor claims, logging
contracts and professional fees incurred after the filing.
Ninety-seven percent of the creditors who voted accepted
the plan. (ABI 07-July-98)


OXFORD HEALTH: Preliminary Notice of Annual Meeting
---------------------------------------------------
Oxford Health Plans, Inc., has notified the SEC that it
plans to hold an August 1998 annual meeting of shareholders
in Old Greenwich, Connecticut:

   1. To elect three directors to serve as Class I
Directors of the Company for a term ending at the 2001
Annual Meeting.  The Nominees are:

      Name                              Age      Position
      ----                              ---      --------
      David Bonderman                   55       Director
      Jonathan J. Coslet                33       Director
      Benjamin H. Safirstein, M.D.      59       Director

   2. To approve the vesting of voting rights in respect of
      the Company's Series B Cumulative Preferred Stock and
      the issuance, subject to adjustment, of up to
      6,730,000 shares of the Company's Common Stock, upon
      exercise of the Company's Series B Warrants issued to
      TPG Oxford LLC and certain assignee purchasers,
      pursuant to the Investment Agreement, dated as of
      February 23, 1998 (the "Investment Agreement"),
      between TPG Oxford LLC and the Company, at an
      exercise price, subject to adjustment, of $17.75 per
      share of Common Stock, on the terms and subject to
      the conditions set forth in the Series B Warrants
      (the "Common Stock Issuance Proposal").

   3. To amend the Oxford Health Plans, Inc. 1991 Stock
      Option Plan, as amended, to increase the number of
      shares of Common Stock issuable thereunder from
      21,580,000 shares to 25,580,000 shares.

   4. To amend the Oxford Health Plans, Inc. 1991 Stock
      Option Plan, as amended, to increase the annual
      individual optionee limit from 200,000 to 2,000,000
      shares and to effect certain other changes specified
      herein.

   5. To act on two shareholder proposals.

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


PEGASUS GOLD: Reports First Quarter Results
---------------------------------------------                  
Pegasus Gold Inc. (PSGQF - OTC B.B.) recorded a net loss of
$9.1 million, or $0.22 per share, in the first three  
months of 1998, compared with a net loss of $15,000, or
$0.00 per share, in the same period of 1997.  During the
first quarter of 1998, total gold production was 65,632
ounces compared to 87,486 ounces the year before.  Lower
gold production in 1998 resulted from operating only three
mines; Florida Canyon, Montana Tunnels, and Diamond Hill,
compared to six mines a year earlier.

In Australia, at the second meeting of creditors of Pegasus
Gold Australia  (PGA), the creditors approved a Deed of
Company Arrangement which allows for the sale of the assets
of, or shares in, PGA by the independent Deed
Administrator.  Investor Resources Limited (IRL) has been
retained by the Deed Administrator and has commenced the
process of selling Mt. Todd.

Pegasus Gold Inc.'s efforts are on track to file its Plan
of Reorganization (POR) on or before July 31, 1998.  As
reported earlier, the preliminary work on the POR using
current gold prices indicates that the common shareholders
of Pegasus Gold Inc. are unlikely to receive any
distribution in the reorganization.  The preliminary POR
proposes to reorganize the operating assets into a new
entity.  Certain of the Company's creditors, primarily the
bank group, would exchange their debt for the majority of
the equity in the new company.

Total sales revenues for the first quarter were $26.9
million, compared with $48.6 million last year, due to
lower gold prices and production.  For the first quarter of
1998, the Company realized an average of $295 per ounce,
compared to the COMEX average of $294 per ounce.  During
the first three months of 1997, the Company realized an
average price of $460 per ounce, versus the corresponding
COMEX average of $352 per ounce.

Sales of other metals in the first quarter were $7.6
million compared to $8.4 million in the first quarter of
1997.  Realized prices were $5.64 per ounce, $0.45 per
pound, and $0.26 per pound for silver, zinc, and lead,
respectively, compared to $4.42, $0.54, and $0.30,
respectively, in the first quarter of 1997.

Pegasus Gold Inc. and Pegasus Gold Corp. have instituted a
lawsuit against the EPCM contractor and members of the
Bateman Kinhill Kilborn joint venture who completed the
feasibility study and designed and built the Phase II
facilities at Mt. Todd.  Pegasus seeks damages of A$272
million for claims alleging professional negligence and
violations of the Australian Trade Practices Act.  It is
too early to predict the likelihood of any recovery.


POCKET COMMUNICATIONS: Lenders Delay Filing
-------------------------------------------
Pocket Communications Inc.'s lenders delayed filing a
disclosure statement for their proposed reorganization plan
because it has taken longer than expected to incorporate
comments from the various parties.  The lenders have asked
the court to extend the filing deadline from June 30 to
July 20.  Pocket, the Federal Communications Commission,
and the creditors' committee have no objection to the
extension request. (Federal Filings Inc. 02-Jul-1998)


RELIANCE ACCEPTANCE: Plan Approved Announces Ugly Duckling
----------------------------------------------------------
Ugly Duckling Corp. (Nasdaq/NM:UGLY) Thursday announced
that the Fourth Amended Joint Plan of Reorganization under
Chapter 11 of the Federal Bankruptcy Code of Reliance
Acceptance Group Inc. and its subsidiaries was approved as
of June 30, 1998 by those entitled to vote under the plan.

The plan, along with certain technical amendments, was also
approved that same day by the United States Bankruptcy
Court for the District of Delaware.  Thursday, the plan was
confirmed by entry of the Court's order approving said
plan. The plan's scheduled effective date for the
reorganization is July 31,  1998.

As previously announced, in February 1998, Ugly Duckling
entered into an agreement to service Reliance's receivables
portfolio, which agreement was approved, as amended, by the
Court on June 30, 1998, effective upon entry of the plan
confirmation order. Ugly Duckling will begin servicing
under this agreement beginning August 1, 1998, after the
plan effective date occurs.

The servicing agreement provides for, among other things:

   (1) Reliance to pay Ugly Duckling a base percentage
       servicing fee of 4% per annum (or if greater, $15
       per receivable per month),

   (2) incentive fees (subject to certain adjustments,
       payment priorities and conditions), and

   (3) Reliance to reimburse Ugly Duckling for certain
       costs and expenses.

The provision of the servicing agreement pertaining to
incentive fees was amended as part of the plan confirmation
hearing on June 30. The servicing agreement, as amended,
continues to provide for the payment to Ugly Duckling of
a $1.3 million cash incentive fee subject to and upon the
effective date of the  plan.

There can be no assurance that the Reliance Plan will
become effective, or if it becomes effective, that Ugly
Duckling will actually be paid any incentive fees,
including the $1.3 million fee. In addition, concerning the
June 30 hearing, Reliance, its bank group, the Reliance
creditors' committee, and Ugly Duckling agreed to address
certain post-confirmation transition matters affecting the
Reliance estate and Ugly Duckling.


PRESLEY COMPANIES: Receives Non-Binding Acquisition Offer
---------------------------------------------------------
The Presley Companies (NYSE: PDC) announced the receipt of
a non-binding proposal from William Lyon, Chairman of the
Board of the Company, to acquire (through a wholly-owned
corporation, William Lyon Homes, Inc.), all of the  
outstanding stock of the Company in a series of related
transactions for a cash price of $0.40 per share. The
proposal was submitted on June 30, 1998, to a Special
Committee of the Board of Directors formed by the Company
to evaluate strategic alternatives.  The proposal is
conditioned on the negotiation and execution of a
definitive agreement, completion of due diligence, certain
amendments of the Company's 12.5% Senior Notes, and
regulatory, stockholder and other approvals, and will be
evaluated by the Special Committee.

Pending financial and legal review of the terms and
conditions of the proposal, the Company will not have any
comment nor make any determination on the merits of the
proposal.  The proposal, by its terms, will expire on July
31, 1998, unless accepted prior to that date.


TIE/COMMUNICATIONS: Seeks Order Authorizing Sale
------------------------------------------------
On July 21, 1998 Judge James N. Barr will consider the
motion of the debtor, TIE/Communications, Inc to sell free
and clear of liens and interests substantially all of the
property of the estate and to assume and assign executory
contracts and leases to Convergent Communication Services,
Inc.  The purchase price consists of the assumption of
certain substantial liabilities and $40 million in cash,
payable upon closing.

Convergent will assume or pay certain identified full or
partial cure amounts with respect to certain contracts
consisting of $221,632 owed under the Mitel Elite Dealer
Agreement, $649,347 under the Northern Telecom, Inc.
distributorship agreement, $650,000 under the Phoenix
Network, Inc. distribution agreement, $798,536 under the
Sprint North Supply distribution agreement and $100,000
under the MCI- special customer arrangement.  Convergent
shall also assume liability for current employee insurance
policies, not to exceed $650,000.

To be considered at the Sale Hearing an overbid must be
accompanied by the bidder's financial ability to perform as
well as a deposit of $1.5 million in cash.  $1.25 million
of any such overbid may be used by debtor to pay the break-
up fee to Convergent. All further qualifying overbids must
include cash increments of at least $1 million.


TOLLYCRAFT: Completes Negotiations with 2 Largest Creditors
-----------------------------------------------------------
Tollycraft Corp. reported to the SEC that it has completed
its negotiations with two of its largest creditors to
convers its total debt of approximately $14,000,000 to
equity.  This conversion will represent 100% payment to all
of its creditors as of June 30, 1998.

The conversion will be in the form of free trading
preferred shares of Tollycraft stock.  In addition to the
shares being issued each creditor will receive warrants to
purchase additional common shares of Tollycraft stock.  The
warrant package will be available to preferred shareholders
as of specific dates over the next 36 months.


TRI-CITY HEALTH: Files for Bankruptcy Protection
------------------------------------------------
Tri-City Health Centre Inc. filed for bankruptcy protection
in federal court Friday, delaying a foreclosure sale on the
137-bed Dallas hospital that was planned for next week.

The Chapter 11 bankruptcy petition caps months of dueling
lawsuits between board members and bondholders at Tri-City,
located in the Pleasant Grove  neighborhood. Earlier this
week, a visiting state district judge ruled that the  
bondholders could proceed with plans to foreclose on the
hospital on Tuesday.

While bankruptcy filings are uncommon among hospitals, Tri-
City's lawyers say their request won't affect employees or
daily operations. Under Chapter 11, Tri-City can continue
operating normally while it completes a reorganization  
plan and tries to restructure its bond agreements.

"The board believes that at the end of the process, when
the Chapter 11 plan is confirmed, the hospital will be even
healthier and even more stabilized and ready to go into the
next century," said Chris Luna, Tri-City's general counsel.
"The board sees it as a positive opportunity."

The Bank of New York, which acts as trustee for the
bondholders, has alleged that the nonprofit hospital
defaulted on its bond agreements, which are worth $18
million.  Specifically, the bank contends that Tri-City
violated requirements to keep minimum balances in its
checking and savings accounts.

Bank lawyers said Friday that they are reviewing their
options but are not surprised by the latest turn of events.
They have not decided whether to ask U.S. Bankruptcy Judge
Steven A. Felsenthal to appoint a trustee or dismiss
the case altogether.

"Unless the defaults are cured, the trustees are obligated
to proceed. As far as we can tell, they {the bondholders}
are not prepared to back off."  According to the two-page
bankruptcy filing, Tri-City's assets are between  $10
million and $50 million, the same range as its debts.

From the start, Tri-City's lawyers have argued that the
hospital is not in monetary default of its bond agreements
and has not missed a scheduled payment to its bondholders.
The hospital's chief worry, lawyers say, is that the
bondholders want to uproot Tri-City's community mission.

"This board wants to keep this as a nonprofit, community-
based hospital," Mr. Luna said. "Bondholders have in the
past expressed the desire to either suck the cash out of
the hospital and close it or take it for profit. Either one
of those does not serve the needs of the community."

The bondholders, led by Naples, Fla., investor Dan Carter,
could not be reached for comment Friday. They have said
previously that they support the hospital's community
mission and have problems only with the hospital's board.

Tri-City's lawyers said they considered other legal
options, such as appeals, to avoid filing for bankruptcy.
But with time running out and settlement discussions going
nowhere - they felt they had no other options, Mr.
Luna said.

Bankruptcy lawyer Richard Grant, of Sheinfeld, Maley & Kay
in Dallas, said he expects the case to take six to eight
months to reach completion.

Located on Scyene Road in southeast Dallas, Tri-City
employs about 300 people and serves a largely minority
community. (Dallas Morning News 04-Jul-1998)


TRITEAL CORP: Unaudited Fourth Quarter Financial Results    
--------------------------------------------------------   
TriTeal Corporation announced unaudited results for its
fourth quarter ended March 31, 1998. Revenues for the three
months ended March 31, 1998 were $626,000, down from
revenues of $1.3 million (restated) for the same quarter in
the prior fiscal year.  Net loss for the fourth quarter of
fiscal 1998 was $5.1 million, or $0.45 per share, compared
with a net loss of $3.6 million, or $0.37 per share
(restated), for  the same quarter in the prior fiscal year.

Revenues for the fiscal year ended March 31, 1998 were $3.7
million, compared with revenues of $8.5 million (restated)
for the fiscal year ended March 31, 1997.  Net loss for the
fiscal year ended March 31, 1998 was $18.7 million, or
$1.69 per share, compared to a net loss of $7.7 million, or
$0.94 per share (restated), for the fiscal year ended March
31, 1997.

At March 31, 1998, the Company had $27.2 million in cash,
cash equivalents, and short-term investments, representing
90% of total assets.


WESTERN FIDELITY FUNDING: Court Approves Financial Advisor
----------------------------------------------------------
The Court approved the application of the debtor, Western
Fidelity Funding Inc. to employ Gelfond Hochstadt Pangburn
& Company as financial advisor to the debtor.


WORK RECOVERY INC: $2 Million Line of Credit
--------------------------------------------
Subsequent to emerging from bankruptcy, the Company has
received a total of $2,000,000 from a $2,000,000 line of
credit from Allsup Inc. and Quest Trading, Inc.  The loan
is secured by a security interest in all of the
Company's personal property, including its intellectual
property.  The Lenders previously extended the loan
maturity date from December 31, 1997 to April 16, 1998 and
then to May 15, 1998.  However, the Company has
subsequently received a notice of default from the lenders
and is currently attempting to negotiate an additional
extension of the loan maturity date.  (States SEC News 02-
Jul-1998)


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

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 24-27, 1998
   NATIONAL ASSOCIATION OF CHAPTER 13 TRUSTEES
      33rd Annual Seminar
         Portland Marriott, Portland, Oregon
            Contact: 1-601-355-6661

July 24-29, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

August 6-9, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
September 17-20, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      Midwest Mid-Year Meeting
         Oak Brook Hills Resort & Hotel
         Oak Brook, Illinois
            Contact: 1-616-372-6500

September 21-23, 1998
   STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
      7th Annual States' Taxation and Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      13th Annual 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

October 22-25, 1998
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      72nd Annual Meeting
         Wyndham Anatole Hotel, Dallas, Texas
            Contact 1-803-957-6225

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, Tuscon, Arizona
            Contact: 1-703-739-0800

February 18-21, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact 1-702-382-9558

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact 1-903-592-5169 or ram@ballistic.com   

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


                      *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.

Bond pricing, appearing each Friday, is supplied by DLS     
Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  This material is
copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-
mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered
via e-mail.  Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at
301/951-6400.  

              * * *  End of Transmission  * * *