TCR_Public/980817.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
     Monday, August 17, 1998, Vol. 2, No. 160


                  Headlines

AHERF: Sales of Hospitals Won't Provide Enough Money
AVATEX: Announces Fiscal 1999 First Quarter Results
BUCYRUS INTERNATIONAL: Files Quarterly Report With SEC
CONSOLIDATED STAINLESS: Reports Second Quarter Results
COUNTY SEAT: New Management Adds New Design and Merchandise

COVENTRY HEALTH CARE: Reaches Agreement with Banks
FPA MEDICAL: Key Employee Retention Program
FPA MEDICAL: Rejection of Leases
FPA MEDICAL: Debtors Tap Richards, Layton And Finger
FASTCOMM COMMUNICATIONS: Reports Financial Results

GLOBAL MOTORSPORT: Extends Tender Offer
HOMEPLACE STORES: Notice of Bar Dates
INTEGRATED PACKAGING: Reports $21.9 Million Loss
LEVITZ FURNITURE: Seeks Agreement With Household Bank
LONG JOHN SILVER'S: Key Employee Retention Plan

MEDICAL RESOURCES INC: Reports Stock Ownership
MIDCOM COMMUNICATIONS: Committee Seeks Settlement
NATIONAL RECORD MART INC.: Files Quarterly Report with SEC
NEWMONT MINING: Files Quarterly Report With the SEC
RAYTECH CORP: Announces Positive Results

REGENCY HOMES: Sale Negotiations Collapsed Before Filing
ROSS TECHNOLOGY: Fiscal 1999 First Quarter Results
SHOWA PLASTICS: Goes Under With Debts of 18 Bil. Yen               
THE PHONE COMPANY: Case Summary & 20 Largest Creditors
THREE D DEPARTMENTS: Receives Up to $10M Financing Facility
WESTERN DIGITAL: Files Prospectus With SEC

                  *********

AHERF: Sales of Hospitals Won't Provide Enough Money
---------------------------------------------------
The Pittsburgh Post-Gazette reported on August 13, 1998
that Pittsburgh-based Allegheny Health Education and
Research Foundation and its Eastern Pennsylvania
affiliates will not clear enough proceeds from the sale of
nine Philadelphia-area hospitals to come close to  paying
off its estimated $1.3 billion pile of debt.

Under a best-case scenario, in which a bidding war assures
top dollar for the Philadelphia hospitals, it's likely that
AHERF creditors holding $1.1 billion of debt will get back
about $597 million - or roughly 54 cents on the dollar. A
worst-case scenario puts the payback at about 32 cents on
the dollar.

The optimistic scenario assumes that $200 million of loans
to the eastern hospitals from Allegheny General and AHERF's
other western hospitals will be forgiven; that buyers of
the Philadelphia hospitals will pay $555 million for all of
them, or a generous $50 million more than what bidders have
offered so  far; and that the sale of a suburban New Jersey
hospital, Rancocas, gets included in the proceeds, even
though it's not included in the Chapter 11 bankruptcy
filing.

Further, the 54-cents-on-the-dollar estimate assumes that
creditors successfully reclaim $147 million of payments
made by the bankrupt affiliates in anticipation of the
filing, roughly offsetting $100 million of financing  AHERF
and its affiliates have received to continue operations
during bankruptcy; and that legal and other professional
fees total no more than $5 million.

Lastly, it also assumes that $1.3 billion is an accurate
accounting of debts owed to at least 89,000 creditors. That
estimate, from AHERF, already has come under challenge from
major creditors.

What won't happen, bankruptcy specialists and even AHERF
creditors say, is that Vanguard Health System, Tenet
Healthcare or any other potential buyer of the Eastern
hospitals will agree to take on any old debts. Their goal
is to get the operations debt-free so they can repair and
run the hospitals without carrying the burdens of the past.
That's a primary rule of any bankruptcy reorganization.


AVATEX: Announces Fiscal 1999 First Quarter Results
---------------------------------------------------
Avatex Corporation (NYSE: AAV), today announced  
financial results for the first quarter of fiscal 1999
ended June 30, 1998.

Avatex reported revenues for the first quarter of $2.6
million compared to revenues of $3.2 million for the same
period last year.  The decrease is due to the sale of one
of the Company's real estate partnership interests during
the fourth quarter of fiscal 1998.  The Company reported an
operating loss of $1.2 million for the quarter, compared
with an operating loss of $33.5 million a year ago.  The
prior year operating loss included a one-time charge of
$33.3 million incurred in connection with the settlement
reached with the Trustee of the Company's bankrupt
subsidiary FoxMeyer Corporation.

After preferred stock dividends of $6.8 million, the
Company recorded a net loss to common shareholders of $9.4
million, or $0.68 per share, compared with a net loss to
common shareholders of $43.1 million, or $3.12 per share,
for the same period last year.  The current year loss
includes a reduction in the carrying value of the Company's
investment in Imagyn Medical Technologies, Inc. of $1.9
million, while the prior year included a reduction of $5.2
million in the carrying value of Imagyn, the one-time
charge discussed above and preferred stock dividends of
$6.2 million.

Avatex is a holding company that, along with its
subsidiaries, owns interests in other corporations and
partnerships.  Through Phar-Mor, Inc., its 38% owned  
subsidiary, Avatex is involved in operating a chain of
retail discount drug stores devoted to the sale of
prescription and over-the-counter drugs, health  
and beauty aids and other general merchandise.


BUCYRUS INTERNATIONAL: Files Quarterly Report With SEC
------------------------------------------------------
Bucyrus International Inc. reports a net loss for the
quarter and six months ended June 30, 1998 of $293,000 and
$9,362,000, respectively, compared with net earnings of
$2,508,000 and $3,423,000 for the quarter and six months
ended June 30, 1997, respectively.


CONSOLIDATED STAINLESS: Reports Second Quarter Results
------------------------------------------------------
Consolidated Stainless Inc. Debtor-in-Possession (OTC
BB:PIPEQ) announced results for its second quarter of 1998.

Net sales declined 65.2% to $4.9 million for the three
months ended June 30, 1998 from $14.0 million for the
comparable period in 1997. A net loss of $2.6 million was
incurred for the second quarter of 1998 as compared with a
net loss of $0.7 million for the same period in 1997. On a
per share basis, the net loss for the second quarter of
1998 was $0.57 as compared with a net loss of
$0.15 for the three months ended June 30, 1997.

"This second quarter loss was primarily due to the
following factors: a decline in sales, reorganization costs
associated with the company's Chapter 11
filing  with the U.S. Bankruptcy Court in Delaware on
December 15, 1997, and no income tax benefit for 1998,"
stated Ronald J. Adams, president.

The company is in default of certain covenants included in
its post-petition financing agreement. The lender may
exercise its rights and remedies under this agreement
including but not limited to, an immediate termination of
the line of  credit, foreclosure and taking possession of
substantially all of the company's  assets. While the
lender has not at the present time chosen to
seek such  remedy, there is no guarantee that no such
action will be taken.

In separate motions, the United States Trustee and the
Official Committee of Unsecured Creditors had moved the
Bankruptcy Court for the appointment of a  trustee to
operate the company's business. A global settlement was
reached which provided, among other things, that (1) an
independent examiner would be  engaged to perform an
investigation limited to issues raised from an internal  
investigation report, review post-petition date
insider transactions and post- petition date scrap sales,
(2) a turnaround consultant would be retained as Co- Chief
Executive Officer to assist in the operation and assessment
of the  company's business operations and (3) the
Trustee and Committee motions would  be dismissed.

On June 10, 1998, Harvey B. Adams ("H. Adams") resigned as
chairman of the board, chief executive officer and employee
of Consolidated Stainless Inc. H. Adam's resignation was in
response to a consensus of the board of directors,  
after considering among other things the position of the
Official Committee of Unsecured Creditors of the company
(in connection with its pending bankruptcy  proceedings)
and Mellon Bank (the lender for the company's current
debtor-in- possession financing) as a necessary measure to
assist the company in its  reorganization efforts.

Prior to H. Adam's resignation, Ronald J. Adams ("R.
Adams") held the positions of president, chief operating
officer and director of the company. R. Adams has now
become the chairman of the board and, along with Vince
Colistra (turnaround  consultant with Phoenix Management
Services Inc.), co-chief executive officer  and co-
president. Additionally, R. Adams remains the chief
operating officer of  the company.


COUNTY SEAT: New Management Adds New Design and Merchandise
----------------------------------------------------------
In the Fall of 1996, things did look pretty bleak for
County Seat, putting into jeopardy more than 8,000 retail
jobs in every corner of the United States.  The company
went into bankruptcy, leaving in doubt the fate of
some 750 stores and outlets.

In early 1997, a new management team, led by veteran retail
executive, Sam Forman, came in to save County Seat.  He had
turned around another well-known retailer, American Eagle
Outfitters.

The closed stores were primarily in the urban areas on the
east and west coasts, leaving 413 stores spread thickly
throughout the nation's heartland: the South, the Midwest,
Texas, and the Rocky Mountain states.

Many stores are improved with better lighting, different
displays and promotions  designed to draw customers inside.  
New floors and soothing color schemes highlight the apparel
and all items are organized and displayed throughout to  
make the shopping experience more pleasant.

In years past, County Seat's offering had become stale,
leaning almost exclusively on sales of Levi's and other
brand name clothes.  The company's new managers  
saw that this was no way to attract new customers and
certainly no way to help establish County Seat's new
identity in the mall.  The answer was a total revamp of the
clothing assortment.  The stores still carry Levi's, but
more room is being made for a new line of private-label
clothes that will appeal to an increasingly younger, more
in-touch customer. (PRNewswire:WallStreet-08/13/98)


COVENTRY HEALTH CARE: Reaches Agreement with Banks
--------------------------------------------------
Coventry Health Care Inc., Bethesda, Md., announced
yesterday that it has reached an agreement with Morgan
Guaranty Trust Company of New York and NationsBank, N.A.
resulting in a waiver of certain financial covenants in the
company's $42.2 million bank loan agreement. In July, the
company announced that, due to non-recurring charges taken
in the second quarter, it was not in compliance with
certain of the financial covenants in its bank credit
facility and was negotiating with its lenders to amend the
agreement to waive such non-compliance. The non-recurring
pre-tax charges consisted of $7.8 million relating to the
merger with Principal Health Care and $55.0 million
associated with the Allegheny Health, Education and
Research Foundation bankruptcy. (ABI 14-Aug-98)


FPA MEDICAL: Key Employee Retention Program
-------------------------------------------
The debtors, FPA Medical Management, Inc., et al., are
seeking court authority for an employee retention program.  
The debtors believe that the program will encourage the Key
Employees to remain in the debtors' employ by providing
them with bonuses based on length of service and the
debtors' successful reorganization.

The purpose in providing retention bonuses to the Key
Employees is to show them that they are valued by the
debtors, and to reduce their concerns about unexpected
layoffs.

The C.E.O. of the debtors will be entitled to a stay bonus
of 125% of base salary, each Executive Vice President will
be entitled to a stay bonuses of 75% of base salary and the
balance of the Key Employees will receive stay bonuses of
between 25-50% of base salary.  The total cost of the
program is estimated to be $2,805,675.


FPA MEDICAL: Rejection of Leases
--------------------------------
FPA Medical Management Inc. is seeking authority to reject
a certain Master Lease Agreement acquired from Foundation  
Health Systems and the  fourteen leases covered therein.  
The locations of the property covered by the leases are all
in California and Arizona.  To assure a smooth transition
of operations, the debtor and Foundation Health Systems
have entered into an agreement to terminate the FPA-FHS
Managed Care Operations.

The debtors have determined that there is no interest in
the leasehold interests worth preserving, and that the
leasehold interests do not have any marketable value
beneficial to the debtors' estates.  The aggregate amount
of monthly rental payments due pursuant to the leases is
$228,000.  The initial term of the Master Lease extends
through December 31, 2000 with automatic extensions through
December 31, 2026.

The debtors believe that the rejection of the leasehold
interests is in the best interest of their respective
estates, creditors and other parties in interest.  The
rejections shall be deemed effective as of August 31, 1998.


FPA MEDICAL: Debtors Tap Richards, Layton And Finger
----------------------------------------------------
The debtors FPA Medical Management Inc., et al., are
seeking authority to employ and retain Richards, Layton And
Finger, P.A. as special counsel for the debtors.

The firm will be responsible to represent the debtors in
those matters for which the debtors principal bankruptcy
counsel, Skadden Arps, is precluded from representing the
debtors' and to continue to represent the debtors in
litigation commenced prepetition for which Richards Layton
was previously retained and to provide the debtors with
general corporate advice as Richards Layton has prior to
the petition date.

Richards Layton will apply for compensation for
professional services rendered subject to approval of the
court, on an hourly basis, plus reasonable expenses.  The
attorneys' hourly rates range from $340 per hour to $82 per
hour for a paralegal.


HOMEPLACE STORES: Notice of Bar Dates
-------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
entered an order establishing September 21, 1998 as the
general claims bar date in the Chapter 11 cases of
HomePlace Stores, inc., HomePlace Stores Two, Inc.,
HomePlace Management, Inc., and HomePlace Holdings, Inc.


FASTCOMM COMMUNICATIONS: Reports Financial Results
--------------------------------------------------
FastComm Communications Corp. today reported financial
results for the fiscal year ended April 30, 1998. Revenue
was $8.9 million, down 21% from the $11.2 million for
fiscal year  1997. Revenue for the fourth quarter ended
April 30, 1998 was $3.3 million, down 3% from the 4th
quarter of the prior fiscal year and up 59% sequentially  
from the third quarter of fiscal year 1998. The net loss
for FY 1998 was $9.1 million ($.87 per share), compared to
the FY 1997 loss of $595,000 ($.06 per share).

The Company currently operates its business under the
protection of a Chapter 11 petition of the Bankruptcy Code.

FastComm Communications Corp. (FSCX) develops and markets
advanced networking products for public and private digital
networks. Its products include Frame Relay concentrators;
FEP replacements; Voice and Data FRADs; WEB.routerTM  
Internet access routers; and T-1/E-1 ATM access equipment.
In addition, FastComm offers Frame Relay line testers to
speed installations; and the SuperViewTM intelligent data
switch for remote management of multiple devices.


GLOBAL MOTORSPORT: Extends Tender Offer
---------------------------------------
Global Motorsport Group, Inc.(formerly Custom Chrome, Inc.)
(NASDAQ:CSTM) announced that it has extended, at the
request of Fremont Acquisition Company III, LLC, Global's
previously announced tender offer to acquire up to
4,820,000 outstanding shares of its Common Stock (and
associated rights) for $21.75 per share in cash. The
tender offer is being made in connection with the
previously announced definitive Merger Agreement with
Fremont. The tender offer and withdrawal rights
will now expire at 5:00 p.m., New York City time, on
September 25, 1998, unless further extended.

The extension of the tender offer is intended to provide
additional time to satisfy the financing condition to the
tender offer in view of current market conditions in the
high yield debt securities market. The Company's
depositary, American Stock & Transfer Company, has informed
the Company that as of 4:00 p.m. EDT, Tuesday, August 11,
1998, 1,229,448 shares of Common Stock had been tendered,
including shares tendered pursuant to a Notice of
Guaranteed Delivery. This represents approximately 22.6% of
the Common Stock outstanding.

Global Motorsport Group was founded in 1970 and it is the
parent organization for an international group of
motorcycle aftermarket providers that focus their business
on Harley-Davidson motorcycles sold worldwide. Global's
organization includes Custom Chrome, the leading
aftermarket supplier of Harley-Davidson motorcycle parts
and accessories; Chrome Specialties, an aftermarket
supplier of Harley-Davidson motorcycle parts and
accessories located in Fort Worth, Texas; Custom Chrome Far
East, a product development, engineering, tooling
management and warehouse of proprietary products for
Global, located in Taiwan; Custom Chrome Europe, a
distribution company located in Germany that specializes in
aftermarket accessories for Harley-Davidson
motorcycles and other "cruiser" motorcycles; and Santee
Industries, a manufacturer of frames and exhaust systems
and other aftermarket components for Harley-Davidson
motorcycles, located in California.


INTEGRATED PACKAGING: Reports $21.9 Million Loss
------------------------------------------------
Integrated Packaging Assembly Corp., San Jose, Calif.,
reported a net loss of $21.9 million for the second
quarter, ended July 5, compared to a loss of $6.1 million
in the same quarter a year ago, according to The Wall
Street Journal. The company also said it has stopped making
debt payments and may have to cease operations. This year's
loss included a one-time charge of $18.2 million for
the write-down of impaired assets. The company is trying to
renegotiate the terms of its debt and seek additional
financing. (ABI 14-Aug-98)


LEVITZ FURNITURE: Seeks Agreement With Household Bank
-----------------------------------------------------
The debtors, Levitz Furniture Incorporated, et al., is
seeking court authorization to enter into a merchant
agreement with Household Bank (SB), N.A.

The debtors currently run their credit sales through a
private customer credit program with General Electric
Capital Corporation.  Since the petition date, the debtors'
earnings under the GECC Agreement have decreased as a
result of an increase in servicing fees and a decrease in
approval rates for credit applications submitted to GE
Capital for approval.

The debtors expect that the agreement with Household Bank
will generate increased revenues over the term of the
agreement as well as providing a long-term reduction of net
expenses.


LONG JOHN SILVER'S: Key Employee Retention Plan
-----------------------------------------------
Long John Silver's Restaurants, Inc., et al., is seeking an
order authorizing key employee retention plans and
severance agreements.

The debtors seek to implement two separate key employee
retention programs and reinstate severance agreements with
the nine members of the debtors' CEO staff and the 19
members of the debtors' Executive Committee.  The broad
based retention plan covers a total of 346 employees
including senior management and key field and corporate
personnel.  For the debtors' senior management the
retention program would replace an existing retention
program and would reduce the payouts to individual members
of senior management.  

The total retention cost for the 346 employees is
$8,250,200.  The maximum potential payments under the
revised severance agreements to the current CEO Staff,
based on 200% of applicable base salaries, total
$4,349,914.  The maximum potential payments under the
revised severance agreement to the members of the Executive
Committee, based on applicable base salaries, total
$4,995,582.  The debtors will also provide outplacement
services under the revised severance agreements, at a
maximum total projected cost of $500,000.


MEDICAL RESOURCES INC: Reports Stock Ownership
----------------------------------------------
Fir Tree, Inc., a New York corporation, doing business as
Fir Tree Partners, and Mr. Jeffrey Tannenbaum, the sole
shareholder, executive officer, director, and principal of
Fir Tree Partners reports  beneficial ownership of
2,861,000 shares of stock, representing 12.62% of the
class.


MIDCOM COMMUNICATIONS: Committee Seeks Settlement with
Cherry
------------------------------------------------------
The Official Unsecured Creditors' Committee of Midcom
Communications Inc. n/k/a MC Liquidating Corp., sees
authority to settle an adversary proceeding with Cherry
Communications Inc.

Cherry Communications Inc. sued Midcom Communications Inc.,
prior to the bankruptcy of Midocom, seeking $16 million in
damages for breach of contract. Litigation ensued, amd in
connection with a sale of all of its assets to WinStar
Communications, Midcom sold the right to any claim against
Cherry.

Cherry, the Committee, Midcom and WinStar have agreed to
settle this proceeding by the disallowance of Cherry's
claim and of Midcom's claim as offsetting claims and by the
dismissal of this adversary proceeding and of the adversary
proceeding pending in the Cherry bankruptcy case concerning
Midcom's claim.                                                    


NATIONAL RECORD MART INC.: Files Quarterly Report with SEC
---------------------------------------------------------
The Company's net sales increased during the first quarter
(ended June 27, 1998) of the Company's fiscal year ending
March 27, 1999 by $3,422,287, or 16.3%, over the first
quarter of fiscal 1998.

Net comparable store sales for the first quarter were up
10.7% or $2,188,392.

The increase in total sales is attributable to the 10.7%
increase in same store sales and the opening of 20 stores,
which was partially offset by the closing of
10 stores.

The Company had a net loss of ($1,218,055), or ($0.25) per
share, in the first quarter of fiscal 1999 compared to a
net loss of ($907,815) or ($0.19) per share, in the same
quarter of fiscal 1998. The increase in the net loss is
primarily attributable to the costs associated with the
opening and financing of 20 additional stores.


NEWMONT MINING: Files Quarterly Report With the SEC
---------------------------------------------------
Newmont Mining Corporation earned $25.7 million ($0.16 per
share) and $56.5 million ($0.36 per share) in the quarter
and six months ended June 30, 1998 compared with losses of
$64.6 million ($0.41 per share) and $13.4 million ($0.09
per share) in
the respective 1997 periods.

Newmont's profitability is significantly affected by
changes in the market price of gold. The decrease in
consolidated sales revenue in the quarter and six
months ended June 30, 1998 compared with the 1997 period
resulted from a decrease in the average gold price received
partially offset by increased production levels.  Newmont
increased production in the first six months of 1998
compared with the corresponding 1997 period by expanding
its processing capabilities for refractory ores in Nevada
and Minahasa and by increasing mining rates at Minera
Yanacocha.


RAYTECH CORP: Announces Positive Results
----------------------------------------
Raytech Corporation (NYSE: RAY) today announced net income
for the thirteen-week period ended June 28, 1998 amounted
to $5,817 or $1.70 per basic share as compared with $5,143
or $1.58 per basic share for the corresponding period in
1997. For the twenty-six week period, net income amounted
to $9,511 or $2.81 per basic share compared with net income
of $9,425 or $2.90 per basic share for the same period in
1997.

The positive results are due to increased sales volume,
improved gross margin and a lower effective tax rate
partially offset by increased selling and interest expense.

The decrease in basic earnings per share "EPS" is primarily
due to the greater weighted average of stock options
exercised during the period as compared to fiscal 1997. The
effect of which diluted the weighted average shares used in  
the calculation of EPS.  Net Sales Up 5.55%

Net sales for the thirteen-week period ended June 28, 1998
increased 4.75% to $63,645 as compared with $60,760 for the
same period one year ago. Net sales for the twenty-six week
period ended June 28, 1998 increase 5.55% to $126,540  
as compared with $119,881 for the same period one year ago.
The improvement is due to additional sales volume within
the domestic OEM market segment. Additionally, certain
product lines within the aftermarket segment showed modest
growth as the Company continues to increase market share.
European sales increased by $2,082; however, due to adverse
foreign currency fluctuation that was reduced to $200 for
the period.

Revenue increased by approximately $1.9 million as a result
of the consolidation of Advanced Friction Material Company
("AFM"). Raytech Corporation previously owned a minority
interest in AFM, which became a wholly-owned subsidiary
during this quarter.

The Company has been under the protection of the U.S.
Bankruptcy Court relating to asbestos personal injury and
environmental liabilities since March 1989. The ultimate
liability of the Company with respect to asbestos-related,  
environmental or other claims cannot presently be
determined.


REGENCY HOMES: Sale Negotiations Collapsed Before Filing
--------------------------------------------------------
A week before Regency Homes of Columbia, Md., filed for
chapter 7 liquidation last month, it was on the verge of
selling its assets to an Atlanta builder for $41 million,
The Washington Post reported. When Regency shut down on
July 30 it has assets of more than $50 million and
liabilities of $53-$58 million. In its negotiations with
Atlanta's Beazer Homes USA, Regency would have filed
for chapter 11 reorganization. One of the major lenders
involved was unwilling, however, to take the loss that
would have been required to make the sale work, and the
negotiations ended. The reorganization and sale would have
enabled Regency to pay most of its secured debts. According
to attorney Alan Grochal of Tydings & Rosenberg, Baltimore,
this is the largest chapter 7 he has seen in 17 years, with
1,300 creditors. (ABI 14-Aug-98)


ROSS TECHNOLOGY: Fiscal 1999 First Quarter Results
--------------------------------------------------
ROSS Technology, Inc. (OTC Bulletin Board: RTEC) announced
results for the first quarter, ended June 29, 1998, of its
fiscal year.

For the quarter the Company reported net sales of
$7,833,000, compared to $11,813,000 in the first quarter of
fiscal 1998; and a loss of $10,437,000 or $.44 per share,
compared to a loss of $5,159,000 or $.22 per share in the
first quarter of fiscal 1998.

As previously reported, as a result of the Company's
continuing and substantial economic deterioration, on June
1, 1998, the Company announced that it would commence an
orderly shutdown of its operations. The decision was
precipitated by a continuing decrease in revenues from the
Company's sales of its 32-bit products.  The Company
intends to cease all of its operations by the end of  
calendar 1998.

The Company has entered into an Asset Purchase Agreement to
sell its manufacturing, sales and service operations and
certain assets related to the Company's 32-bit hyper-
SPARC(TM) business to a newly formed Texas corporation of
which Joe Jones is president and a stockholder.  The Asset
Purchase Agreement provides an aggregate consideration of
$5.66 million, of which $250,000 will be deposited by Buyer  
into an escrow account for an indemnification holdback
amount to cover possible claims.  Also, the Company will
pay $1.72 million to the Buyer at the closing in
consideration for the Buyer's assumption of and undertaking
to pay, discharge and perform certain warranty repair
liabilities of the Company.

The Company has also entered into an agreement to sell all
of the issued and outstanding stock of ROSS Semiconductors
(Israel) Ltd. ("RIL") to Fujitsu Limited ("Fujitsu"), the
holder of a majority of the outstanding shares of the  
Company's Common Stock and the holder of all of the
outstanding shares of the Company's Series B Convertible
Preferred Stock, for $2.5 million in cash, pursuant to a
Share Acquisition Agreement, dated as of  August 6, 1998,
between  the Company and Fujitsu (the "RIL Agreement").  In
connection with the RIL Agreement, Fujitsu has agreed to
retain RIL's employees. This transaction was consummated on
August 10, 1998.

Pursuant to an asset purchase and license agreement dated
July 10, 1998, between the Company and Fujitsu, the  
Company has sold certain intellectual property rights to  
Fujitsu for $7.6 million (with a royalty-free license back
to the Company for certain of those rights). The IP Sale
was consummated on July 27, 1998.

On July 22, 1998, the Company adopted a Plan of Complete
Liquidation and Dissolution pursuant to which the Company
will be liquidated by the sale of all or substantially all
of its remaining assets and payment of claims, obligations  
and expenses owing to the Company's creditors.

The BridgePoint sale and the Plan of Liquidation have been
approved by Fujitsu, as holder of a majority of the
outstanding shares of the Company's common stock and all of
the outstanding shares of the Company's Series B
Convertible Preferred Stock.  The Company has filed a
preliminary information statement with respect to the
BridgePoint Sale and Plan of Liquidation with the SEC and  
will mail the information statement to its stockholders
following the SEC's review and clearance of the preliminary
information statement.  The BridgePoint Sale will not be
effective until at least twenty days after the mailing of
the information statement and following satisfaction or
waiver of the other conditions to that sale.

On July 15, 1998, the Company received a notice from The
Nasdaq Stock Market informing the Company that it no  
longer met the minimum net tangible assets requirement for
continued listing on the Nasdaq National Market.  The
Company's common stock was delisted from the Nasdaq
National Market effective at the close of business on July
31, 1998.  The Company's Common Stock continues to trade on
the over-the-counter bulletin board market maintained by
The Nasdaq Stock Market.


SHOWA PLASTICS: Goes Under With Debts of 18 Bil. Yen               
----------------------------------------------------
Showa Plastics Co. effectively went bankrupt Friday when it
filed for court-backed reorganization under the Japanese
bankruptcy law.

Showa Plastics, based in Habikino, Osaka Prefecture, and
the parent company of Showpla Asia Ltd. listed on the
Foreign Section of the Osaka Securities Exchange (OSE),
said it has unsettled debts of 17.7 billion yen.

The failure of Showa Plastics, which is known for its
active business activity in Southeast Asia, came after it
faced a liquidity crunch as a result of the Asian economic
upheaval.

The Osaka District Court, with which Showa Plastics applied
earlier in the day for rescue under the Corporate
Rehabilitation Law, said it appointed Osaka- based lawyer
Takeo Mizuno to manage the company's assets.

Showa Plastics, established in 1937, is capitalized at 300
million yen and has some 140 workers on its payroll.
Showpla Asia, Showa Plastics' Singapore subsidiary, became
the first foreign firm to be listed on the OSE's Foreign  
Section in August last year. (Kyodo News; 08/14/98)


THE PHONE COMPANY: Case Summary & 20 Largest Creditors
--------------------------------------------------

Debtor:  The Phone Company
         83 Wooster Heights Road
         Danbury, CT 06810

Type of business: Manufacturer of power supplies

Court: District of Delaware

Case No.: 98-1881    Filed: 08/12/98    Chapter: 11

Debtor's Counsel: Barry N. Seidel
                  Sonnenschein Nath & Rosenthal
                  1221 Avenue of the Americas
                  24th Floor
                  New York, N.Y.
                 (212) 768-6700
20 Largest Unsecured Creditors:

   Name                            Amount
   ----                            ------
ECI Telecom Inc.                   $1,060,036
AT&T Kansas                          $109,675
Vasilio & Company, Inc.               $96,837
Teleport communications Group         $46,543
Rosenman & Colin LLP                  $42,247
AT&T - TAT-12/13                      $27,055
AT&T-910-2-52177                      $20,770
Wells Fargo                           $18,239
Property Asset Management             $13,842
Parwan Electronic Corporation          $5,600
France Telecom                         $4,823
Forsgate Industrial Complex            $4,194
Public Service Electric & Gas          $4,130
Cosio Equipment Inc.                   $2,625
Bell Atlantic - NJ                     $2,425
Riker, Danzig Scherer, Hyland          $1,750
Bell Atlantic Nynex Mobile             $1,035
Anixter                                  $889
Xerox Corporation                        $872
Federal Express                          $735


THREE D DEPARTMENTS: Receives Up to $10M Financing Facility
-----------------------------------------------------------
Three D Departments, Inc. filed a voluntary petition for
relief under Chapter 11.  The existing directors and
officers of the Company will continue to manage the  
operations of the Company subject to the supervision and
orders of the Court.  On July 30, 1998 the Company entered
into a credit agreement with Foothill  Capital Corporation,
pursuant to which, among other things, Foothill has agreed  
to provide the Company with a financing facility in an
aggregate principal  amount not to exceed $10 million.
The Court approved the Facility on an interim basis on
August 6, 1998, thus allowing the Company to borrow up to
$1 million  under the Facility over and above the Company's
existing liabilities under a  prepetition credit agreement
that provided for loans to the Company in an  aggregate
principal amount of $5 million.  A final hearing on the
full $10  million Facility is scheduled for August 21,
1998.


WESTERN DIGITAL: Files Prospectus With SEC
------------------------------------------
Western Digital Corporation filed a Registration Statement
regarding $1,297,200,000 principal amount at maturity of
Zero Coupon Convertible Subordinated Debentures
due 2018 and shares of the Company's Common Stock issued or
issuable upon conversion of the Debentures.

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

     http://www.sec.gov/Archives/edgar/data/0000892569-98-
002193.txt

                  *********

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

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

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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