TCR_Public/980814.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
     Friday, August 14, 1998, Vol. 2, No. 159
                    
                  Headlines

AHERF: Tenet Healthcare Offers to Buy Hospitals
AL TECH: State Warns Action Needed on Hazardous Waste
BRUNO'S INC: Wins Okay To Close, Sell Up To 20 Stores
CENDANT CORP: Lost $20 Billion of Market Value
DECORATIVE HOME: Wins Nod To Sell Calvin Klein Biz

EUROWEB INTERNATIONAL: Notification of Late Filing
FPA MEDICAL: Requests Time to Assume or Reject Leases
FPA MEDICAL: Interim DIP Funding Increased
FIRST MERCHANTS CORP: Quarterly Report Filed With SEC
FRUEHAUF TRAILER: Finalizes Reorganization Plan

GOLDEN BOOKS: Class Action Lawsuit Filed
HOMELAND HOLDING: Non-Employee Directors Option Plan
HONDO OIL & GAS: Quarterly Report for Quarter Ended June 30
HOPE: Creditor's Meeting Delayed
KENETECH CORP: CEO Makes Gift of  Stock

LEVITZ FURNITURE: Seeks To Extend Exclusive Periods
LIVENT INC: Founders Deny Allegations
LIVENT INC: Class Action Law Suit Filed
LONG TERM CREDIT BANK OF JAPAN: Moody's Lowers Rating
MEDNET: Debtor Granted Permanent Injunction

PEGASUS GOLD: Increased Reclamation Bonding Denied
PINNACLE MICRO: Agreement With Committee For Consensual Plan
SOUTHEAST BANKING: Trustee Seeks Delay of Record Date
UNDERWATER WORLD: Court Confirms Plan

DLS CAPITAL PARTNERS: Bond Pricing - Week of August 3, 1998

                  *********

AHERF: Tenet Healthcare Offers to Buy Hospitals
-----------------------------------------------
Tenet Healthcare Corp. filed a definitive offer with the
Bankruptcy Court to buy eight Philadelphia-area hospitals
from Allegheny Health  Education and Research Foundation
(AHERF) for $465 million and other consideration.

The offer also has been submitted to the trustees of AHERF
as well as the committee of AHERF creditors, which is
participating in the current Chapter 11 bankruptcy
proceedings for the eight hospitals before The Honorable M.
Bruce McCullough, U.S. bankruptcy judge. Within the next 30
to 45 days, the court is expected to consider all offers to
buy the AHERF hospitals.

The AHERF hospitals Tenet is seeking to acquire are: 618-
bed Allegheny Hahnemann, 465-bed Allegheny MCP, 183-bed St.
Christopher's Hospital for Children, 330-bed Allegheny
Graduate, 228-bed Allegheny City Avenue, and 200-
bed Allegheny Parkview, all of Philadelphia; 180-bed
Allegheny Bucks County of Warminster, Pa; and 280-bed
Allegheny Elkins Park of Elkins Park, Pa. Combined, the
eight hospitals have annual operating revenues of about $1  
billion.


AL TECH: State Warns Action Needed on Hazardous Waste
-----------------------------------------------------
The state has notified a steel company that action is
needed on hazardous-waste disposal at its Brigham Road
site.  The city received a copy of the notice because it
owns land adjacent to the complex. The notice cites all 83
acres of the complex, according to the tax  
maps.

The substances involved include chromium, which has been
found in surface soil and may have migrated into a nearby
stream. Also, soil near transformers and sediments in a
man-made pond have been found to have higher than
acceptable levels of polychlorinated biphenyls (PCBs).
(Buffalo News; 08/10/98)


BRUNO'S INC: Wins Okay To Close, Sell Up To 20 Stores
-----------------------------------------------------
The court has approved Bruno's  request to sell or close up
to 20 "underperforming, non-income producing" supermarkets.  
The official unsecured creditors' committee supported the
supermarket operator's decision to close the stores and to
offer employees retention benefits and severance pay.  
Bruno's announced on July 30 that it agreed to sell 15
stores to Albertson's Inc. and planned to sell
or close up to 20 additional stores in the interest of
enhancing value and eliminating recurring losses. (Federal
Filings Inc. 12-Aug-98)


CENDANT CORP: Lost $20 Billion of Market Value
----------------------------------------------
An article in The Wall Street Journal on August 13, 1998
reports that Casper Sabatino and Steven Speaks, two former
CUC managers who stayed on after the merger of HFS Inc. and
CUC International Inc., described recording millions of
dollars of phony orders.  Accounting firms Arthur Andersen
and others reported about $500 million of revenue from 1995
to 1997 simply invented.  60% of CUC's 1997 income was
fake.

In March, Cendant announced a $3.1 billion acquisition
American Insurance Group.  It seemed the deal would add to
the earnings of Cendant, however now it seems it could
subract from Cendant's per share earnings.  Some
shareholders are pushing the company to restructure the
terms so that the deal would include more cash and less
stock.  There are rumors that Cendant may bump up the cash
end of the deal, maybe as high as 75% of the offer. The
closing is scheduled for year-end.

The company that owns the brand names of Avis car rentals
and Century 21 real estate brokerages said the latest
problems would decrease its 1997 earnings by $200 million
to $250 million. They will also force Cendant to  
revise earnings for 1995 and 1996, as well as estimates for
this year.

Cendant's stock, which was pummeled in April when the
company first announced the accounting irregularities, fell
another 17 percent Tuesday. .

Cendant is a franchiser that charges fees for the right to
operate businesses under brands that include Century 21,
Avis, Ramada hotels and Coldwell Banker brokerages.


DECORATIVE HOME: Wins Nod To Sell Calvin Klein Biz
--------------------------------------------------
The court authorized Decorative Home Accents Inc. to sell
its Calvin Klein Inc. (CKI) home furnishing business to
Crown Crafts Inc. for about $14.5 million and drop its
lawsuit against Crown and CKI.  "The proposed settlement
obviates [disputed matters between the parties], expedites
the final resolution of the Debtors' relations with Crown
and CKI, facilitates the prompt consummation of the
transactions contemplated by the Asset Purchase Agreement,
and removes uncertainties concerning the parties' rights
and possible liabilities," reads the Aug. 7 order. (Federal
Filings Inc. 12-Aug-98)


EUROWEB INTERNATIONAL: Notification of Late Filing
--------------------------------------------------
Euroweb International, Corp. f/k/a Hungarian Teleconstruct
Corp filed a form 12b-25 with the SEC reporting a late
filing of its quarterly report.  The reason for the delay
is due to the fact that the Company came up with some
additional data on the last day, necessitating changes
in the financial statements.


FPA MEDICAL: Requests Time to Assume or Reject Leases
-----------------------------------------------------
The debtors, FPA Medical Management Inc., et al., debtors,
are seeking an extension of time to assume or reject
unexpired leases of nonresidential real property.

The debtors seek an extension through the earlier of 90
days beyond the initial sixty day period or confirmation of
a plan of reorganization.

The debtors are lessees with respect to over 300 unexpired
leases of nonresidential real property.  The debtors state
that the leased spaces are vital to their reorganization
efforts and are, therefore, an integral component of the
strategic business plan.  At the present time the debtors'
professionals are conducting a market analysis where
appropriate. The debtors state that they simply need more
time to evaluate which sites they will close and whether
any of the unexpired leases have nay value to the debtors
and the debtors' estates.


FPA MEDICAL: Interim DIP Funding Increased
------------------------------------------
The court increased interim availability under FPA Medical
Magagement Inc.'s $50 million debtor-in-possession credit
facility from BankBoston N.A. by $4 million to $38 million
and reset the final hearing for Aug. 18.  Amid a deluge of
objections to the proposed DIP financing, the court's order
notes that FPA's recently appointed official committee of
unsecured creditors requested the extension to "allow the
Committee more time to review the Loan Documents and
consider the relief requested in the motion."  The San
Diego-based physician management company received interim
approval on July 20 to borrow up to $34 million
under its $50 million DIP facility pending an Aug. 10 final
hearing. (Federal Filings Inc. 12-Aug-98)


FIRST MERCHANTS CORP: Quarterly Report Filed With SEC
-----------------------------------------------------
In its quarterly report for the period ended June 30, 1998,
First Merchants Corp. reports net income for the three
months ended June 30, 1998 of $3,798,000, compared to
$3,707,000 earned in the same period of 1997. Diluted net
income per share was $.56 for the three months ended June
30, 1998, compared to $.55 for the three months ended June
30, 1997. Net income for the first six months of
1998 was $7,622,000 compared to $7,136,000 earned in the
same period of 1997, an increase of 6.8 percent. Diluted
net income per share was $1.12 and $1.06 for the six months
ended June 30, 1998 and 1997, respectively.

Net Interest Income is the primary source of the
Corporation's earnings. It is a function of net interest
margin and the level of average earning assets.

For a table presenting the Corporation's asset yields,
interest expense, and net interest income as a percent of
average earning assets for the six months ended June 30,
1997 and 1998 refer to:

http://www.sec.gov/Archives/edgar/data/0000712534-98-
000035.txt

The years ended December 31, 1997 and 1998
are presented as well.


FRUEHAUF TRAILER: Finalizes Reorganization Plan
-----------------------------------------------
Bankrupt truck-trailer manufacturer Fruehauf Trailer Corp.
has finalized its reorganization plan. Creditors
will  get a chance to vote for or against the plan next
month. Fruehauf has been operating under Chapter 11
bankruptcy protection since 1997. The plan calls for  
distributing all $21 million in company securities to
Fruehauf's secured  bondholders. The remaining assets,
including its profitable trailer  manufacturing operation
near Mexico Ciity, would be transferred to a liquidating
for the benefit of creditors.


GOLDEN BOOKS: Class Action Lawsuit Filed
----------------------------------------
Milberg Weiss announced today that notice is hereby given
that a class action lawsuit was filed on August 12,
1998 in the United States District Court for the District
of Southern District of New York, on behalf of all persons
who purchased the common stock of Golden  Books Family
Entertainment, Inc. (NASDAQ:GBFE), between May 13, 1997 and
August 4, 1998, inclusive.

The complaint charges Golden Books and certain officers and
directors of the Company during the relevant time period
with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. The complaint alleges that  
defendants issued a series of materially false and
misleading statements concerning the impact of the
Company's restructuring plan on Golden Book's  
financial condition, liquidity and future prospects.
Because of the issuance of a series of false and misleading
statements, the price of Golden Books common stock was
artificially inflated during the Class Period. Prior to the  
disclosure of the adverse facts described above, an officer
and director of Golden Books sold significant amounts of
Golden Books common stock to the unsuspecting investing
public. These sales generated proceeds in excess of $1.1
million.

Plaintiff seeks to recover damages on behalf of class
members and is represented by the law firm of Milberg Weiss
Bershad Hynes & Lerach LLP  ("Milberg Weiss"), among
others. Milberg Weiss maintains offices in New York  
City, San Diego, Los Angeles and San Francisco and is
active in major litigation pending in federal and state
courts throughout the United States.


HOMELAND HOLDING: Non-Employee Directors Option Plan
----------------------------------------------------
Homeland Holding filed a report with the SEC concerning its
1997 Non-employee Directors Option Plan. A full-text copy
of the filing is available via the Internet at:

http://www.sec.gov/Archives/edgar/data/0000835582-98-
000011.txt
                          

HONDO OIL & GAS: Quarterly Report for Quarter Ended June 30
-----------------------------------------------------------
Results of continuing operations for the quarter ended June
30, 1998 amounted to a net loss of $4.3 million, or 31
cents per share.  The Company reported a net loss from
continuing operations of $2.7 million, for the quarter
ended June 30, 1997.  

The net loss for the quarter ended June 30, 1998 amounted
to $40.7 million, or $2.95 per share.

Net operating profit (defined as operating revenue less
operating expenses, depreciation, depletion, and
amortization, and overhead, Colombian operations) improved
by $0.4 million between the periods as a result of the
commencement of production in December 1997.

Results of continuing operations for the nine months ended
June 30, 1998 amounted to a net loss of $19.4 million, or
$1.41 per share.  The Company reported a net loss from
continuing operations of $8.2 million, or 59 cents per
share, for the nine months ended June 30, 1997.


HOPE: Creditor's Meeting Delayed
--------------------------------
Bankruptcy trustee Harry Cure Jr. showed up for a HOPE Inc.
creditor's  hearing Tuesday morning, but HOPE's attorneys
didn't.

As planned, Mr. Cure postponed the hearing to Sept. 8
because all of the company's financial records and
documents were subpoenaed by the FBI for its  
criminal investigation last month.

"I'm at a standstill in doing my job," Mr. Cure said during
the brief session, which two people attended. "We're going
to get some money back, but it's going to be a while."

While it's unusual for the FBI and a grand jury to get
involved in a bankruptcy case before the trustee has
settled debts of the estate, it's not unheard of, Mr. Cure
said.

HOPE Inc. was launched in Arlington in March 1996 and
within six months had collected $14 million in revenues and
attracted 51,000 people nationwide. Distributors earned
money selling company gasoline debit cards, which offered a
10 percent discount on gas, to new recruits.

Following legal problems that included investor and
supplier lawsuits and a federal postal judge's ruling that
HOPE operated as an illegal pyramid scheme,  
the company filed for Chapter 7 bankruptcy in May. Chapter
7 is considered straight bankruptcy, where assets are
divided up between creditors.

At the time of the bankruptcy filing, HOPE listed close to
6,100 creditors  and assets of about $330,000.

Mr. Cure said he will have to file a motion to compel
attendance by HOPE officials at the next meeting.
(Dallas Morning News - 08/12/98)


KENETECH CORP: CEO Makes Gift of  Stock
---------------------------------------
Mark D. Lerdal, President and Chief Executive Officer of
the company reports beneficial ownership and sole voting
and dispositive power over 11,411,458 Shares of Common
Stock,  $0.0001 par value per share, of KENETECH
Corporation. This amount represent 27.2% of the class. The
number of shares stated as beneficially owned includes
46,000 shares relating to all options under which Mr.
Lerdal could acquire Common Stock of the Company currently
and within 60 days following August 3, 1998. As reported to
the SEC, Mr. Lerdal disposed of 1,500,000 shares on August
3, 1998, in the form of a gift to an irrevocable  trust.


LEVITZ FURNITURE: Seeks To Extend Exclusive Periods
---------------------------------------------------
The debtors, Levitz Furniture Incorporated, et al., are
seeking to extend the exclusive periods during which the
debtors may file plans of reorganization and solicit
acceptances for such plans.

The debtors request entry of an order further extending the
plan proposal period and the solicitation period for 90
days through and including November 30, 1998 and January
28, 1999, respectively.

The debtors state that although they have made significant
progress towards rehabilitation during the past few months,
including streamlining operations and disposing of certain
significant assets, the debtors believe that they will need
at least an addition 90 days to complete and preliminarily
test a long-term business plan and to develop, negotiations
and propose a reorganization plan based on such a business
plan.


LIVENT INC: Founders Deny Allegations
-------------------------------------
As reported in the Wall Street Journal on August 13, 1998,
Garth Drabinsky and Myron Gottlieb, suspended on Monday due
to alleged accounting irregularities, are saying that there
was no second set of books, and they have not received
written details of the allegations.  The two founders say
that they are ready to answer any concerns that may be
raised.


LIVENT INC: Class Action Law Suit Filed
---------------------------------------
Wolf Popper LLP, Berger & Montague P.C., and Bernstein
Liebhard & Lifshitz  announced that class action complaints
have been filed on behalf of a Class of persons who
purchased securities issued by Livent, Inc. (Nasdaq: LVNTF)
at artificially inflated prices during the period March 5,
1996 through August 7, 1998, inclusive (the "Class Period")
and who were damaged thereby.

On August 10, 1998, Livent announced that it had uncovered
"serious irregularities in the Company's financial records"
relating to "improper recognition of revenue and the
failure to record, or the improper deferral and
capitalization of expenses" which "appear to involve
millions of dollars."  According to Livent, these
accounting issues were likely to require restatement of its
financial results since 1995, and could "give rise to an
event of default" under some loan agreements.  After an
emergency meeting of Livent's Board of Directors on that
date, the company suspended defendants  Garth H. Drabinsky
and Myron I. Gottlieb from their positions.

It is charged that throughout the Class Period, the Company
and the individual defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 by engaging in
a scheme to artificially inflate the market price of Livent
by making misrepresentations and omissions of material fact
concerning Livent's publicly reported revenues, earnings,
financial condition and growth prospects.


LONG TERM CREDIT BANK OF JAPAN: Moody's Lowers Rating
-----------------------------------------------------
More bad news hit the troubled Long-Term Credit Bank of
Japan Ltd. (LTCB) Wednesday as its core credit
rating was  lowered to speculative grade.

The downgrade by Moody's Investors Service Inc. came only a
day after the bank's shares nose-dived to record lows amid
fears that its fragile financial health may result in a
failure of its pending merger with Sumitomo Trust &  
Banking Co.

The U.S. credit agency lowered its senior debt rating to
Ba1, the high end  of its speculative grade, from Baa3,
while also lowering its long-term deposit  rating to Baa3
from Baa2.

The rating downgrades could worsen the bank's financial
situation by forcing investors to shy away from purchasing
LTCB debentures, the bank's mainstay fund-raising tool.

"The downgrades reflect Moody's view that the bank's core
wholesale banking  business has been under significant
pressure because of its declining debenture  refinancing
capabilities in the last few months," Moody's said in a
statement.

While confirming the bank's short-term ratings, Moody's
said it kept its rating outlook negative, citing
uncertainties over LTCB's merger talks with Sumitomo Trust
& Banking Co. Ltd.

Moody's said it feels the formal conclusion of the planned
merger with Sumitomo Trust and possible recapitalization
may not be sufficient to strongly revive LTCB's core
business in the near future.

"It was very regrettable that Moody's announced the
downgrade just when we are seeing steady development in our
merger talks with Sumitomo Trust," an LTCB spokesman said.


MEDNET: Debtor Granted Permanent Injunction
-------------------------------------------
On August 3, 1998, the Honorable Linda B. Riegle of the
United States Bankruptcy Court for the District of Nevada
entered a Stipulated Order Granting Debtor A Permanent  
Injunction Concerning Trading In Mednet Securities.  
The Order declared the Amended Order Concerning Trading in
Mednet Securities, entered January 6, 1998, a permanent
injunction that will remain in effect until the closing of
MPC Corporation's bankruptcy case.  

The Order also  dismissed the adversary proceeding
referenced therein and declared that the Bankruptcy Court
shall retain jurisdiction over the bankruptcy matter for
all  purposes.  The Trading Order imposed certain
restrictions on the trading of Mednet, Mednet's equity
securities to preserve Mednet's net operating loss
carryforwards."


PEGASUS GOLD: Increased Reclamation Bonding Denied
--------------------------------------------------
Pegasus Gold Inc. (PSGQF - OTC B.B.) reports  
that the Bankruptcy Court in Reno, NV denied the motion of
Montana's  Department of Environmental Quality (DEQ) to
increase reclamation bonding at Zortman from the $29.6
million, already in place, to $38 million.

The Court found that the additional $8.5 million sought by
DEQ was a pre-petition claim and that the sole State
interest was pecuniary. The Court stated that DEQ had
neither alleged nor shown that reclamation won't occur,
and that  "not one dollar of State money had yet been spent
on reclamation, and that  there was no evidence that the
State will ever have to spend one dollar in the  future."  
The Court further noted that there were no
allegations or evidence that Zortman was failing to comply
with reclamation requirements.

Finally, in response to DEQ's threats to rescind permits at
other mines in Montana operated by Diamond Hill Mining,
Inc. and Montana Tunnels Mining, Inc., the Court expressly
forbade any action by DEQ against the permits or
surety bonds held by those companies.

The Court told DEQ that it must use the established
administrative process under Montana law and regulations to
attempt to secure additional bonding, but
instructed DEQ that it would need the Bankruptcy Court's
permission to assess  any additional amounts even if
granted by an administrative or judicial tribunal in
Montana.

Currently Zortman has nearly $30 million in surety bonds in
place to cover the cost of reclamation at Zortman.  In
addition, Zortman also has approximately  $30 million in
surety bonds and other financial security to
ensure performance  of water treatment obligations in
respect of the Consent Decree entered into in  July, 1996.  
In late 1997, the Montana Legislature audited and reviewed
the bond calculations for Zortman and concluded that
the Zortman bond was adequate  and properly calculated.  In
addition, mining ceased in 1996 at the site and no new
disturbance or negative environmental impact has occurred
since the existing bonds were calculated and approved by
the DEQ. Moreover, Zortman announced in April 1998 that it
is not going ahead with the Extension Project,  so both the
number of acres to be reclaimed and the amount of material
to be  moved will actually be less than in the original
plan. Zortman estimates that the cost of reclamation under
the June 1, 1998 Record of Decision should not exceed $24
million.


PINNACLE MICRO: Agreement With Committee For Consensual Plan
-----------------------------------------------------------
Pinnacle Micro, Inc. (OTC Bulletin Board: PNCL) today
announced that the Committee of Unsecured Creditors,
acting  as the appointed representatives of the unsecured
creditor body, has reached  agreement with Pinnacle Micro
regarding the terms of a consensual plan for the  repayment
of Pinnacle's trade debt. The Plan has been forwarded
to all creditors of the Company for their review and
approval.

The Creditors' Committee supports the plan, and has
recommended that the unsecured creditor body vote in favor
of the Plan.  Pinnacle Micro is holding a  meeting on
August 14, 1998 to discuss the reorganization plan with
the  unsecured creditors.  The unsecured **creditor** body
is expected to offer their approval or rejection of the
plan within the next two weeks.

As previously announced, Pinnacle Micro is currently
operating under an informal moratorium granted by the
Creditors' Committee on repayment of its trade debt with no
defined termination date.  No assurance can be given that  
the unsecured creditor body will approve the restructuring
Plan or continue the moratorium.  Further, the Company's
liquidity position continues to be severely constrained.  
The Company's lender has continued to cooperate with the  
Company's efforts to meet its working capital requirements;
however, there can  be no assurance that such cooperation
will continue.

Pinnacle Micro produces optical storage technology and
recordable CD storage systems for general data storage and
data intensive applications such as  network storage,
imaging, desktop publishing and prepress, as well as
emerging  applications such as digital audio/video editing
and commercial multimedia.   


SOUTHEAST BANKING: Trustee Seeks Delay of Record Date
-----------------------------------------------------
The bankruptcy trustee for Southeast Banking Corporation
today announced that he will ask the U.S. Bankruptcy Court
to postpone the record date for holders of certain
bonds to  participate in the next distribution to creditors
of the failed bank holding  company to August 31, 1998.

In papers filed with the Bankruptcy Court in Fort
Lauderdale on July 29, 1998, the trustee sought authority
to make a previously reported distribution of up  to $115
million in the company's Chapter 7 bankruptcy case. The
change in record date, made at the request of certain
bondholders for additional time to  re-register **bonds**
held in street name, will not affect the timing of the  
distribution proposed to begin in September of 1998.

Most of the proceeds will go to the holders of subordinated
bonds issued by Southeast over a period of several years
prior to the bankruptcy filing, including three separate
series of bonds issued in the United States. If approved by
the Court, the distribution will be payable to holders of
record of those bonds as of August 31, 1998.

Subject to approval by the Bankruptcy Court, the
distribution will be made by Jeffrey H. Beck, the Fort
Lauderdale attorney and bankruptcy trustee appointed  in
April to succeed William A. Brandt, Jr. Upon his
appointment as trustee,  Beck also became Successor Agent
to the Federal Deposit Insurance Corporation  as Receiver
for the failed Southeast Bank, N.A. Beck is represented by
Mark D. Bloom of Greenberg Traurig, P.A. in Miami, who
made the court filing on his  behalf.

As previously reported, as much as $100 million of the
proposed distribution will come from a combination of cash
on hand in the bankruptcy estate and money to be paid into
the estate from the Receivership of Southeast Bank, N.A.
The distribution may also include up to $15 million from an
anticipated federal tax refund.

The bankruptcy estate has already made or commenced three
prior interim distributions to creditors and bondholders in
the total amount of approximately  $201 million. If
approved by the Bankruptcy Court, the proposed record date
of  August 31, 1998 would apply as well to **bonds** which
have not yet been presented  for payment of the third of
those distributions, commenced in late 1997.

Southeast Banking Corporation filed for bankruptcy in
September of 1991, immediately following the seizure of its
wholly-owned subsidiary banks by federal and state
regulators.


UNDERWATER WORLD: Court Confirms Plan
-------------------------------------
The United States Bankruptcy Court for the District of
Minnesota has confirmed the Plan of Reorganization for  
UnderWater World at Mall of America.  The plan will be
effective on August 17,  1998.  According to Clinton E.
Cutler of Frederickson & Byron, attorneys for UnderWater
World, "The plan received overwhelming acceptance from the  
bondholders and other creditors who voted on the
plan."

Under the confirmed plan, the senior secured bondholders
own and operate the project through a Plan Administrator,
Jim Bartholomew, who will manage the project pending a sale
to an established aquarium operator.  In summary, the  
Chapter 11 process has done exactly what it was designed to
do, namely, restructure UnderWater World's balance sheet so
that its debt is now in line  with its assets.  This will
insure the long term viability of the aquarium and the
ability to fund future exhibits, and make other operational
enhancements.

Says Jeff Holmes, General Manager, "We are very happy with
the results of the restructuring package.  Throughout the
process, the entire UnderWater World staff has maintained a
high level of commitment and an impressive 'can do'  
attitude in the face of very difficult circumstances."


DLS CAPITAL PARTNERS: Bond Pricing - Week of August 3, 1998
-----------------------------------------------------------
Following are indicated prices for selected issues:

Amer Pad & Paper  13 '05            57-59
Amer Telecasting  0/14 1/2 '04      24-26
Asia Pulp & Paper 11 3/4 '05        80-82
APS 11 7/8 '06                       7-10(f)
Boston Chicken 7 3/4 '04            20-22
Brazos 10 1/2 '07                   65-68
Brunos 10 1/2 '05                   16-18(f)
CAI Wireless 12 3/4 '04             24-25(f)
Cityscape 12 3/4 '04                39-41(f)
E &S Holdings 10 3/8 '06            67-68
Grand Union 12 '04                  58-59(f)
Golden Book 7.65 '02                68-70
Harrah's Jazz 14 1/4 '01            28-30(f)
Hechinger 9.45 '12                  77-78
Liggett 11 1/2 '99                  75-78
Mobilemedia 9 3/8 '07               45-48(f)
Penn Traffic 9 5/8 '05              32-33
Service Merchandise 9 '04           70-71
Sunbeam 0 '18                    171/2-181/2
Zenith 6 1/4 '11                    31-33(f)


                 *********

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-
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Debra Brennan and Lexy Mueller, Editors.   

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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.  

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