TCR_Public/980723.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
       Thursday, July 23, 1998, Vol. 2, No. 143
                    
                  Headlines

A.R.C. RESINS: Improved Earnings For First Six Months
ALLEGHENY HEALTH: Remains on CreditWatch
ALLIANCE SEMICONDUCTOR: Quarter's Net Loss of $14.7 Million
AVENOR INC: Shareholders Vote to Accept Offer From Bowater
BOYDS WHEELS: Reorganization Plan Filed

CAMPO ELECTRONICS: Reports Decline in Comparable Sales
FPA MEDICAL: Interim DIP Approved; Creditor Meeting Set
HAGERSTOWN FABRICS: Exclusivity Extended To November 17
INNOPET BRANDS: Reports Need for Additional Financing
INTERNATIONAL FOREST: Announces Results of Operations

ITHACA INDUSTRIES: Dividend Distribution Declared
L.A. GEAR: Court Authorizes Special U.S. Customs Counsel
MUSICLAND GROUP: Improved Ratings Reflect Improved Sales
ORANGE COUNTY: Morgan Stanley Agrees to Pay $69.6 Million
SEARCH FINANCIAL: Hearing on Disclosure Statement

TECK CORP: Reports Earnings for Second Quarter
TIE COMMUNICATIONS: Acquisition By Convergent Approved
UNITED COMPANIES: Ratings On CreditWatch
VENTURE: Kimco Completes Acquisition of Venture Stores
WESTMORELAND COAL: Committee Taps Andrews & Kurth

                 *********

A.R.C. RESINS: Improved Earnings For First Six Months
-----------------------------------------------------
The Board of  Directors of A.R.C. Resins International is
pleased to  announce its financial results for the six-
month period ended June 30th, 1998.  A.R.C. Resins
International Corp. operates through its wholly owned
subsidiary A.R.C. Resins Corporation.

Consolidated revenues for the 6-month period ended June
30th, 1998 were $11.3 million compared to $12.4 million for
the previous period in 1997. The Company recorded net
income of $621 thousand or $0.046 per share for the six-
month period, compared to a net loss of $843 thousand or
$(0.061) per share for the similar period in 1997.

Bank indebtedness stood at $1.77 million at June 30th, 1998
versus $2.43 million a year earlier. Bank indebtedness
decreased by $763 thousand since the start of the six-month
period, ended June 30th, 1998.

ARC is involved in litigation with Nexchem concerning
technology licensing since March of 1997. The resolution of
this dispute is the necessary first step in exiting court
protection under the Bankruptcy and Insolvency Act and  
restructuring the Company.

ARC reached an "Agreement in Principle" with Nexchem on
April 22nd, 1998. The agreement calls for a "legal stand
still" on all proceedings between the two parties until
August 31st, 1998. Negotiations, to reach a final
settlement, are on going and will continue in the 3rd
Quarter.

ARC is a producer of formaldehyde and resins for forestry
adhesives, fiberglass insulation binders and laminates.
Production facilities are located in Longueuil, a Montreal
suburb, and Trois-Pistoles, Quebec.


ALLEGHENY HEALTH: Remains on CreditWatch
----------------------------------------
Standard & Poor's ratings on Allegheny Health Education and
Research Foundation and its rated subsidiaries remain on
CreditWatch with negative implications, where they were
placed June 29, 1998.  

Prior to AHERF's filing for bankruptcy to sell some of its
hospitals, the ratings were lowered to their current levels
on July 17, 1998.  Standard & Poor's will take no further
rating actions at this time.  Currently, all
debt service payments have been made.

AHERF announced an agreement, in principle, to sell all of
its Philadelphia hospitals to Vanguard Health Systems Inc.  

AHERF and Vanguard announced that they will enter into a
definitive  contract, within one week, for the purchase by
Vanguard of all nine hospitals of all Allegheny University
Hospitals East -- Allegheny Hahnemann, Allegheny  
MCP, St. Christopher's Hospital for Children, Allegheny
Graduate, Allegheny City Avenue, Allegheny Parkview, which
serve all of Philadelphia; as well as Allegheny Bucks
County of Warminister, Pa., Allegheny Elkins Park of Elkins  
Park Pa., and Allegheny Rancocas of Willingboro, N.J.  
    

ALLIANCE SEMICONDUCTOR: Quarter's Net Loss of $14.7 Million
-----------------------------------------------------------
Alliance Semiconductor Corporation (NASDAQ:ALSC) reported
net revenues of $10.2 million and net loss of $14.7 million
or $0.36 per share for the quarter ended June 27, 1998.

Also included in the results is a net profit of $3.5
million or $0.09 per share attributable to recognition of
the Company's share of income from United Semiconductor
Corporation (USC), based on approximately 15.5% ownership.
The results also included a pre-tax gain of $15.8 million
from the previously announced sale of 35 million shares of
USC in April 1998. In the quarter, SRAMs accounted for 58%
of revenues and DRAMs 41%.

These results compare to revenues of $36.3 million for the
same quarter last year and net profit of $1.1 million or
$0.03 per share, including a net profit of $1.9 million or
$0.05 per share attributable to recognition of the  
Company's share of income from USC.

The Company has also instituted a restructuring plan,
including a departure from its graphics accelerator product
line and a workforce reduction of approximately 45
positions, or 30% of the Company's domestic workforce,  
including graphics and other personnel. The graphics
accelerator product line contributed 7% to revenues in
fiscal year 1998 and less than 1% in the quarter  
ended June 27, 1998.

"As we previously stated in our May 27, 1998 announcement,
this quarter was a great disappointment for the Company,"
said N.D. Reddy, Chairman, President and CEO of Alliance.
"Because of our heavy exposure to DRAM in prior  
quarters, our revenues and profits were hampered by rapidly
falling average selling prices in the DRAM product line.
Because of the current business environment, and to align
the focus of the business with our long term  
strategies, we have taken a number of steps to greatly
reduce our expenses, including exiting the graphics
accelerator business and a headcount reduction.

The Company also announced that in June 1998, the District
Court entered judgment dismissing the securities class
action lawsuit that had been lodged against the Company in
1996. The Company also announced that it has recently
learned that a default judgment might soon be entered
against the Company in Canada, in the amount of
approximately US$170 million, in a case filed in 1985. "The
Company never participated in this case. The Company
believes that it never was properly served with process in
this action, and that the Canadian court lacks jurisdiction
over the Company in this matter," said Mr. Barton.


AVENOR INC: Shareholders Vote to Accept Offer From Bowater
----------------------------------------------------------    
Avenor Inc. announced that its shareholders, at a meeting
held today, overwhelmingly approved a plan of arrangement
pursuant to which all of the outstanding shares of Avenor
will be acquired by Bowater Incorporated for C$35.00
(US$23.50) per share or the equivalent as previously
announced.

At a separate meeting held today in Greenville, South
Carolina, Bowater shareholders also approved the
transaction.

The Exchange Ratio has been determined to be .482053 of a
Bowater share for each Avenor share, based on a
predetermined formula using the 20-day weighted average
Bowater stock price of US$48.6636 and the exchange rate of  
C$1.4920 per US dollar on July 21, 1998.

The total consideration to be received by Avenor
shareholders will be prorated as specified in the joint
proxy statement dated June 18, 1998, to 50 percent cash and
50 percent stock in Bowater common or exchangeable shares,
in the aggregate.

The final hearing before the Ontario Court will be held on
July 23, 1998 to approve the Certificate of Arrangement
under the Canada Business Corporations Act. Following
receipt of the Certificate, it is anticipated that  
the transaction will close on July 24, 1998.


BOYDS WHEELS: Reorganization Plan Filed
---------------------------------------
Boyds Wheels, Inc. (Nasdaq: BYDS), and its wholly owned
subsidiary, Hot Rods By Boyd, filed a joint plan of  
reorganization with the United States Bankruptcy Court late
yesterday. According to the plan, Boyd Coddington, founder
and namesake of the company, will return and serve in the
capacity of Chief Executive Officer and Chairman  
of the Board of Directors.

Founded by Coddington in 1988, Boyds Wheels, Inc., designs,
manufactures, and markets high quality aluminum and billet
wheels and accessories for the specialty automotive and
motorcycle aftermarkets.  The company went public in  
1995.  Hot Rods By Boyd, founded in 1977, designs and
builds custom vehicles.  The companies share a
collaborative marketing effort.

Although recognized for his name-inscribed line of billet
and aluminum wheels, Coddington is internationally known
for his automotive designs. Vehicles, such as the Aluma
Coupe and Roadstar, among others, have been featured in the
pages of automotive and general lifestyle magazines
worldwide.

Coddington, who served as the CEO and President of the pre-
bankruptcy Boyds from its founding until August, 1997, is
leading the reorganization plan to  retain the company that
bears his name.  "Boyds Wheels is a big part of me,"  
comments Coddington, an automotive icon and legendary
designer and builder.  "I would do anything to aid in its
recovery and to reestablish it as a recognizable and
profitable company."

The reorganization process will see Boyds Wheels retaining
the profitable parts of the company, restructuring much of
the debt into equity, and eliminating much of the massive
overhead of the pre-bankruptcy operation.  

Boyds Wheels entered into bankruptcy with $15  million in
debt, and through issuance of stock to its creditors and a  
substantial capital contribution by Coddington, will emerge
substantially debt- free. Boyds Wheels will pay off all of
its secured debt and give general unsecured creditors 12
percent of the  company's stock.  Although existing
equity will be diluted, the projected net  income of Boyds
Wheels is anticipated to be sufficiently to restore
substantial  value to the equity holders.  In conjunction
with the reorganization, the stock will continue to
be publicly traded.


CAMPO ELECTRONICS: Reports Decline in Comparable Sales
------------------------------------------------------
The Company experienced comparable store sales declines of
16.7% during the quarter ended May 31, 1998 as  compared  
to the same period last year. Comparable store sales
declined by 21.3% during the nine months ended May 31,
1998 as compared to the same period last year.  The  
decline in comparable store sales  reflects the combined
impact of increased competition in many of the Company's
principal markets, a decision by some consumers not to
purchase durable goods  from a company in Chapter 11
reorganization, a slowdown in the development of new  
products  in  consumer  electronic categories and reduced
spending levels of consumers for non-essential  goods.   
The  decrease in net sales for the three and nine months
ended May 31, 1998 is attributable to the comparable store
sales decline together with the closure of 11  stores
during fiscal 1997.

Campo reported to the SEC that the company has implemented
a number of changes to reduce  its  variable expense
structure in line with declining  sales  revenues.  During
the first nine months of fiscal  1998,  the Company's new
management team implemented a number of cost  reduction  
measures and changes that should result in significant
savings for the Company in the future.


FPA MEDICAL: Interim DIP Approved; Creditor Meeting Set
-------------------------------------------------------
FPA Medical Management, Inc. (Nasdaq: FPAM) said that the
Bankruptcy Court in Wilmington Monday night approved
interim debtor-in-possession (DIP) financing for the
immediate use by  the Company to continue operations, pay
employees and purchase goods and  services going forward.  
Additionally, the Court set the hearing on the Company's
disclosure statement and its plan of reorganization for
October 28, 1998 and the hearing for confirmation of its
reorganization plan for December 9, 1998.  As previously
announced, the Company plans to file its disclosure  
statement and plan of reorganization with the Court by
September 30, 1998.

The Court approved the Company's requests to:     
.. Implement a program to pay past-due amounts owed to
physicians, nurse practitioners and physician assistants in
the Company's core businesses with whom it will continue to
do business;

.. Pay prepetition employee wages, salaries, employee
benefits and other employee obligations and direct all
banks to honor checks for prepetition employee obligations;

.. Grant the Company the authority to pay prepetition
claims of hospital and physician providers and to continue
ordinary course practices with respect to them;

.. Pay refunds to managed care enrollees; and

.. Direct managed care payors (HMOs) to pay post-petition
capitation and other payments to FPA.

Dr. Stephen J. Dresnick, chairman and chief executive of
FPA, said that he was gratified that the Court approved the
Company's requests and that its decisions would enable the
Company's core business, which include Axminster  
Medical Group, Cornerstone, Health Partners, Meridian
Medical Group, Gonzaba Medical Group, Sterling Healthcare
Group, and certain medical clinics and networks in
California, Florida, North Carolina and Texas to continue
to operate uninterrupted while it reorganizes its **debt**
through a largely pre-negotiated Chapter 11.

A hearing was scheduled for August 10 in which the Court
will consider hearing the request for the use of the full
$50  million in DIP financing committed by a syndicate of
the Company's prepetition lenders led by BankBoston, N.A.

Additionally, the organizational meeting for creditors was
set by the U.S. Trustee for August 3, 1998, in Wilmington,
and hearings in the case will be held monthly, beginning
August 10.


HAGERSTOWN FABRICS: Exclusivity Extended To November 17
-------------------------------------------------------
The court extended Hagerstown Fiber L.P.'s exclusive
periods to file a plan of reorganization and solicit plan
acceptances to Nov. 17 and Jan. 18, respectively. The owner
of a paper de-inking facility in Hagerstown, Md., said it
has been nearly impossible to focus on developing a plan
due to the litigation with former general partner Pencor
First Fiber Inc. and others. Despite the distraction, the
partnership has had "substantive discussions with third
parties concerning the potential funding of a
plan of reorganization." (The Daily Bankruptcy Review
Copyright c July 22, 1998 - ABI 22-July-98)


INNOPET BRANDS: Reports Need for Additional Financing
-----------------------------------------------------
Innopet Brands Corp. reports the Company's ability to  
continue operation requires the infusion of immediate and
significant additional financing.  Moreover, the Company
has accrued significant accounts payable and is currently
in default on several significant short debt obligations as
well as certain of its obligations under agreements with
certain suppliers and manufacturers.

The Company is actively seeking additional financing.  In
the event that the Company is unable to obtain such
financing, the Company may be forced to cease its
operations. On July 9, 1997, InnoPet Brands Corp. secured
short-term financing in the form of a senior convertible  
note in the principal amount of $1,500,000 from
Entrepreneurial Investors, Ltd., a Bahamas corporation and
principal stockholder of the Company.  

The Note had a stated interest rate of 14%, matured on
January 15, 1998, and was collateralized with 600,000
shares of the Company's common stock. The Company  
failed to make any payments of principal or interest under
the Note and consequently EIL took possession of the
collateral and commenced an action for  specific
performance demanding, among other items, that such
collateral be registered.

In the Company's Registration Statement filed with the
Securities and Exchange Commission and declared effective
on April 16, 1998, the proforma capitalization table in the
Prospectus of such Registration Statement, as well as the
financial statements contained therein, also reflect the
Company's position at the time that the principal and
accrued interest on the Note had been converted into equity
of the Company.

As a consequence of the Registration Statement filed by the
Company with the SEC having gone effective on April 16,
1998, the EIL action was rendered moot and voluntarily
withdrawn. On July 2, 1998, EIL commenced an action against
the Company in the United States District Court for the
District of Delaware seeking full payment of the Note plus  
accrued interest.  

On July 2, 1998 EIL also commenced an action in the
District Court against the Company; Marc Duke, a director
and the former Chief Executive Officer of the Company; and
Daniel I.  DeWolf, a former director of the Company. On
June 30, 1998, Burnett W. Donoho, a director of the
Company,was appointed Chief Executive Officer.On such date,
Robert Holz and Timothy Keating were elected to serve as
directors of the Company.(States SEC-07/21/98)


INTERNATIONAL FOREST: Announces Results of Operations
------------------------------------------------------
International Forest Products Limited today announced the
results of its operations for the second quarter of 1998
and the effects of an aggressive restructuring and cost
cutting initiative which began during the quarter.

For the second quarter, 1998 Interfor announced a net after
tax loss of $15.6 million or $0.44 per share before one-
time items. This compares to a net loss of $14.2 million or
$0.40 per share in the first quarter of 1998. In the  
second quarter of 1997 earnings were $7.8 million or $0.22
per share.

The pre-tax operating loss in the second quarter 1998 was
$11.3 million compared to a $13.6 million loss in the first
quarter. In addition, log inventory devaluations totalled
$12.2 million and $5.9 million, respectively.

This modest improvement over the first quarter, 1998 was
largely due to a 6 percent reduction in unit manufacturing
costs partly offset by a 12 percent reduction in average
lumber selling prices. In addition, seasonal factors  
reduced unit logging costs in the second quarter.

Unit stumpage costs declined quarter to quarter, reflecting
the June 1st reduction in the target stumpage of $8.10 per
cubic metre on the metre on the coast and $3.50 per cubic
metre in the Interior.

Operations will continue on a curtailed basis, pending
economic recovery in Japan. Logging activities will be
focused in lower cost areas and in locations producing the
species currently in higher demand at the sawmills.
During the third quarter, logging operations will also
benefit from a recently implemented consolidation strategy.
The full impact of stumpage reductions which took effect in
June will be reflected in the third quarter.      

Duncan K. Davies was appointed Executive Vice President and
Chief Operating Officer of the Company effective July 16,
1998.


ITHACA INDUSTRIES: Dividend Distribution Declared
-------------------------------------------------
On July 10, 1998, the Board of Directors of Ithaca
Industries, Inc. declared a dividend distribution of one
right for each outstanding share of common stock, par value
$0.01 per share, of the Company to stockholders of record
at the close of business on July 23, 1998, pursuant to the
terms of a Rights Agreement, dated July 10, 1998, between
the Company and American Stock Transfer & Trust Company.

A full-text copy of the Rights Agreement is available via
the Internet at:
http://www.sec.gov/Archives/edgar/data/0000950142-98-
000529.txt

L.A. GEAR: Court Authorizes Special U.S. Customs Counsel
--------------------------------------------------------
In the case of L.A. Gear, Inc., Judge Barry Russell
approved the application of the debtor for authority to
employ Stein Shostak Shostak & O'Hara as special U.S.
customs counsel to the debtor.


MUSICLAND GROUP: Improved Ratings Reflect Improved Sales
--------------------------------------------------------
Standard & Poor's revised its outlook on Musicland Group
Inc. to positive from stable.  In addition, Standard &
Poor's affirmed its single-'B' corporate credit and  
triple-'C'-plus senior subordinated note ratings on the
company.  The outlook revision reflects improving
performance at Musicland --particularly, same store sales
and operating margin.  

The ratings continue to be based on Musicland's
participation in the competitive music and video retailing
business, mitigated by a stabilization of operations.  
Earnings before interest, taxes, depreciation, and
amortization (EBITDA) increased to more than $100 million
for the last 12 months, a dramatic improvement following
four years of gradually decreasing performance.

Same-store sales have improved almost 10% through
the first half of 1998 and operating margins have also
improved substantially over the prior year.   While the
outlook recognizes that Musicland is on a more positive
track in terms of performance and credit protection
measures, additional progress is needed before an upgrade
can be considered.


ORANGE COUNTY: Morgan Stanley Agrees to Pay $69.6 Million
---------------------------------------------------------
Morgan Stanley Dean Witter & Co. Tuesday became the  
latest securities firm to settle charges that it helped
contribute to Orange County's 1994 bankruptcy, agreeing to
pay $69.6 million to the county.

The southern California county also settled litigation it
had started against Nomura Securities International Inc.
for $47.9 million, Orange County said in a statement.

The preliminary agreements follow a series of settlements
by other securities firms, including $400 million that
giant brokerage Merrill Lynch and Co. Inc. agreed to fork
over to the county last month.

Orange County, which suffered a $1.64 billion loss in 1994
as a result of a disastrous investment strategy embarked on
by its treasurer, Robert Citron, has recovered some $739
million from various Wall Street firms and accountants.

The settlement covers both investment bank Morgan Stanley
and retail broker Dean Witter, which were operating as
independent firms in 1994 and merged in May 1997.

The agreement is subject to the execution of a definitive
settlement agreement and approval by a federal bankruptcy
court, Orange County said in a statement. (Reuters:
Financial-07/21/98)


SEARCH FINANCIAL: Hearing on Disclosure Statement
-------------------------------------------------
A hearing on the Disclosure Statement accompanying the
joint plan of Search Financial Services Acceptance Dorp.,
MS Financial Inc., Search Funding Corp., and Search
Financial Services Inc. has been scheduled for Friday
August 7, 1998 before the Honorable Robert C. McGuire.  Any
party wishing to object to the Disclosure Statement must do
so in writing before 4:00 p.m. on July 31, 1998


TECK CORP: Reports Earnings for Second Quarter
----------------------------------------------
Teck Corp reports net earnings for the second quarter ended
June 30, 1998 were $3 million or 3 cents per share,
compared with $15 million or 16 cents per share  
recorded for the second quarter of 1997. Despite low metal
prices, cash flow from operations, before working capital
adjustments, was $35 million and similar to the $37 million
reported in the second quarter of 1997.

For the six months ended June 30, 1998, net earnings were
$4 million or 4 cents per share, compared with $30 million
or 32 cents per share in the same period of 1997. Operating
cash flow for the six-month period was $63 million,  
which was 10 percent lower than the cash flow of $70
million in 1997.

At June 30, the company's working capital was $312 million.
Cash was $236 million compared with $265 million at the
beginning of the year. Long-term debt, excluding the
exchangeable debentures, was $435 million, or 19
percent of  total capitalization.


TIE COMMUNICATIONS: Acquisition By Convergent Approved
------------------------------------------------------
Convergent Communications Services, Inc., a wholly owned
subsidiary of Convergent Communications, Inc.,  
today announced it has received court approval to acquire
the assets and certain liabilities of Tie Communications,
Inc. for $40 million in cash.  Tie recently had filed for
bankruptcy under Chapter 11.  The acquisition is
expected to close July 27, 1998.

Convergent Communications plans to offer integrated data-
telephony communications to a combined, 35-market
nationwide customer base of more than 60,000 businesses.

Tie Communications is the fourth largest independent
distributor of business telephone systems in the U.S., with
an active base of approximately 55,000 customers and 33
offices servicing two-thirds of the top 50 metropolitan
areas, including seven of the nine markets Convergent
currently operates. Tie also resells long-distance
services.

With the acquisition, Convergent Communications becomes one
of Colorado's largest private telecommunications companies,
with more than 800 employees. Convergent Communications
reported revenue of $10.2 million, and Tie, $64  
million, in 1997, respectively.

With the acquisition, Convergent Communications becomes the
nation's largest independent distributor for Nortel, Mitel
and Nitsuko telephone equipment, which complements the
Company's existing equipment product lines.

Senior management at Tie also has joined Convergent
Communications.  These include Michael Dozier, who is named
Chief Operating Officer of Telephony Operations; Randy
Hake, who is named Vice President - Human Resources; and
Greg  McGraw, Vice President - Corporate Development.  
Other senior Tie management provides additional proven
experience in telecommunications operations, logistics,
human resources, sales and marketing and mergers and
acquisitions.


UNITED COMPANIES: Ratings On CreditWatch
----------------------------------------
Standard  & Poor's placed its ratings of United Companies
Financial Corp. on CreditWatch with "developing"  
implications, meaning ratings could be raised,  
lowered, or affirmed, depending on the outcome of the
strategic review.  

The CreditWatch placement follows the announcement that the
subprime mortgage lender has retained Salomon Smith Barney
to explore potential strategic alternatives.  The company
is seeking a strategic partner to improve its access to
additional capital and accelerate its growth.  

The company also announced that second quarter 1998
earnings will be about $10 million lower than anticipated
due to charges related to a write-down in the interest-only
strip.  The write-down is due to higher-than-expected  
prepayments arising from the company's six-month LIBOR
product in addition to its 3/27 hybrid loan product.  
United also took a $14 million pretax write-down in the
fourth quarter of 1997 of its interest-only certificate to
reflect an adjustment in prepayment assumptions for its
3/27 hybrid product, which makes up 30% of originations.  

The ratings of United Companies Financial also reflect
Standard & Poor's concern about heightened competition in
the subprime home equity markets as well as the declining
trend in the company's profitability and asset quality  
measures in selective pools.  With monoline subprime
mortgage lenders, Standard & Poor's is generally
uncomfortable with the quality of the excess servicing  
asset and retained earnings, as well as the level of up-
front gains taken under gain on sale accounting.  This has
been borne out by the frequency of write-downs taken by
these companies due to faster prepayments than were
actually forecasted, Standard & Poor's said.


VENTURE: Kimco Completes Acquisition of Venture Stores
-------------------------------------------------------
Kimco Realty Corp.announced that it has completed the
acquisition of 88 leasehold positions at Venture Stores
Inc., including 56 locations that Kimco previously leased
to Venture under two master leases, 30 properties recently
acquired by Kimco from Metropolitan Life Insurance Co. and
two other properties leased by Venture from others,
according to a newswire report. Kimco is a publicly traded
real estate investment trust, specializing in shopping
center acquisitions.


WESTMORELAND COAL: Committee Taps Andrews & Kurth
-------------------------------------------------
The Official Committee of Equity Security Holders of
Westmoreland Coal Company filed an application for an order
authorizing employment of Andrews & Kurth LLP as counsel to
the Committee in this case.

Andrews & Kurth will charge its normal hourly rates, which
range from $120 to $390 per hour for attorneys.

The Committee states that in light of the fact that as
recently as 30 days ago, the total market capitalization of
Westmoreland's preferred and common stock aggregated as
much as $39 million; and in light of the plan of
reorganization promulgated by the UMWA funds, which
extinguishes existing equity interests and wipes out all
value associated with the preferred and common stock; and
the issues that pervade confirmation of the plan, the
Committee requires the assistance of counsel.

                  *********

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