TCR_Public/980821.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 21, 1998, Vol. 2, No. 164


AMERICAN RICE: To Sell Olive Division
ARIZONA CHARLIE'S: Icahn Ready To Take Control
BROTHERS COFFEES: Lost $63 Million in Three Months
BRUNO'S INC: Albertson's Bests Kroger In Auction
CROWN BOOKS: Panel Seeks To Hire Weiser As Advisor

DAUPHIN TECHNOLOGY: Files Quarterly Report With SEC
FIRST ALLIANCE: Stock Up 24% - No Reason Says Management
GREATE BAY: Notification of Late Filing
HYUNDAI: Labor Disputes Continue
KIA MOTORS: Delays Opening U.S. Dealerships

MOBILEMEDIA: Arch Communications on S&P Watch
MOBILEMEDIA: Merger Announced
ONEITA INDUSTRIES: Court Grants Exclusivity Extension
PETRIE RETAIL: Seeks Interim Nod For CIT DIP, Vendor Pacts
POWER COMPANY: Creditors File Bankruptcy Petition

PREMIER LASER: Notification of Late Filing
SEARCH FINANCIAL: Notification of Late Filing of 10-Q
SOLV-EX: Plans to Send Checks to Creditots By Month-End
TOUCH 1 COMMUNICATIONS: Case Summary & 20 Largest Creditors

AMERICAN RICE: To Sell Olive Division
A declining olive market and losses of about $1 million per
month are just two of the reasons American Rice Inc.
decided to sell its olive division to ERLY California Food
Acquisition Corp. for about $55 million. The cash flow
shortfall associated with the division, which has been
losing customers, is compounded by the industry's

When the California olive harvest begins next month, about
$7.6 million of working capital would be needed for
inventory and temporary workers to harvest the crop. The
proposed buyer is a management-led entity controlled by
former American Rice Chairman Gerald Murphy, the father of
current Chairman Douglas Murphy. The purchase price
includes about $22.7 million cash, the assumption of trade
and employee payables (estimated at about $7.5 million),
1.5 million ERLY Industries Inc. common shares (ERLY
Industries has an 81 percent American Rice stake), a
release of further liability regarding Gerald Murphy's
employment contract, and an environmental indemnification
waiver with respect to the company's Visalia, Calif.,
facility. The U.S. Bankruptcy Court in Corpus Christi,
Texas, has scheduled a sale hearing and auction, if
necessary, for today. (The Daily Bankruptcy Review and ABI
Copyright c August 20, 1998)

ARIZONA CHARLIE'S: Icahn Ready To Take Control
Financier Carl Icahn, known for his high-flying corporate
raiding in the 1980s, is expected to win the approval of
Nevada gambling regulators to take control of two
bankrupt Las Vegas casinos.

The approval, expected from the Nevada Gaming Control
Commission, would finalize an endorsement two weeks ago by
the Nevada Gaming Control Board. That panel, appointed by
the governor, recommended that Icahn be given control of  
Stratosphere on the north end of the Las Vegas Strip, and
Arizona Charlie's Inc., a small, off-the-strip hotel and
casino that caters to locals.

If, as expected, Icahn clears the regulatory hurdle, he
would then face the challenge of turning a profit at the
bigger of the two properties -- the troubled Stratosphere.
A building boom is now under way that will add sparkling
new casinos and thousands of hotel rooms to the strip --
the gambling mecca's most famous thoroughfare.

"I wish him the best of luck," Solomon Smith Barney analyst
Bruce Turner said. "Returns are going to be challenged.
There are a lot of new choices customers will have in the
not so distant future. History says you go to the  
new stuff."

Stratosphere was built by Grand Casinos Inc. and a private
investor. But four months after the 1,149-foot tower,
casino and hotel complex opened in the spring of 1996,
Stratosphere's stock began tumbling and never recovered.

In November 1997, Stratosphere filed for Chapter 11
bankruptcy protection and Grand dissolved its association
with the property. Grand was recently taken over by Hilton
Hotels Corp.

Icahn and another Stratosphere shareholder, Bradford
Whitmore, had purchased Stratosphere debt as an investment
and ended up with controlling equity positions after the
debt was converted to stock in the bankruptcy plan.

Icahn purchased Arizona Charlie's debt in a similar manner
and would convert the property from a public to a private
company should he receive licensing, Sayre said.

Icahn's plans renovations at both properties, Frank
Schreck, his Las Vegas attorney, said.

"I would advise Mr. Icahn to proceed very cautiously,"
Turner said. "The  location's terrible. You can't change
that.  (Reuters:Financial-08/19/98)

BROTHERS COFFEES: Lost $63 Million in Three Months
A day after announcing that it had lost $63 million in
three months, Brothers Gourmet Coffees shed more light on
the scope of its financial problems and also revealed that
it is close to being delisted from the Nasdaq stock  

The company said it had attended a hearing two weeks ago
with Nasdaq officials about being removed from the Nasdaq
trading system because the company has failed to meet
Nasdaq's minimum $4 million requirement for net tangible
assets. Brothers said its net tangible asset figure stands
at minus $9.5 million.

Brothers Coffees stock (BEAN) also has fallen well below
Nasdaq's minimum requirement of $1.00 per share. On
Tuesday, the company's shares fell to their lowest value
ever, closing at 19 cents, down 25 cents on the day and
well below  the company's 1993 initial public offering of
$20 a share.

Still, Brothers Gourmet has asked Nasdaq officials to put
off any delisting action until the company has had a chance
to try to renegotiate its debt with lenders in an effort to
salvage the company. A Nasdaq spokesman declined to comment
about Brothers' case.

The Boca Raton-based company, which recently lost contracts
to sell its coffee at Albertson's supermarkets and on
Continental Airlines flights, said it has missed interest
payments to lenders and is trying to renegotiate its

Much of the company's huge second-quarter loss was a $50.3
million write-off for "good will" - a company's intangible
value for such assets as its brand name and business plan.
Brothers said its financial plight has seriously  
devalued its future prospects.(Palm Beach Post - 08/19/98)

BRUNO'S INC: Albertson's Bests Kroger In Auction
The court authorized Bruno's Inc. to sell or lease 15
stores to Albertson's Inc. for about $46.9 million after
the Boise, Idaho-based chain topped competing bidder Kroger
Co. at an auction last week. The winning bid from
Albertson's, the stalking horse bidder, consists of about
$11 million for supermarket inventory and $35.9 million for
non-inventory assets. Closing is expected within the next
two weeks. (Federal Filings Inc. 20-Aug-98)

CROWN BOOKS: Panel Seeks To Hire Weiser As Advisor
Crown Books Corp.'s unsecured creditors' committee is
seeking court approval to hire M.R. Weiser Co. LLP as
financial advisor and accountant. The firm's services would
include ascertaining the bookseller's viability, analyzing
financial records and developing projections for the next
90 days, evaluating operating controls for cash receipts
and disbursements, and developing reporting procedures so
Crown can inform the committee about developments in the
case. Weiser also would prepare a liquidation analysis and
evaluate liquidation strategies to determine the maximum
potential recovery by unsecured creditors. In addition, the
firm also would review historical financial information and
report on the circumstances surrounding the deterioration
of the retailer's business.  (The Daily Bankruptcy Review
and ABI Copyright c August 20, 1998)

DAUPHIN TECHNOLOGY: Files Quarterly Report With SEC
Dauphin Technology Inc. reports to the SEC in its quarterly
report for the quarterly period ended June 30, 1998 that
total sales revenue in the second quarter of 1998
dramatically increased from the second quarter of 1997 due
to operations of newly acquired RMS.  Substantially all of
the revenue for 1998 is attributable to RMS.  Gross profit
for the first quarter of 1998 was approximately 13%, which
is consistent with RMS historical operating profits.

The (loss) after tax increased for the second quarter of
1998 to ($990,000) or ($0.03) per share from ($316,000) or
($0.01) per share in 1997.  (Loss) per common share is
calculated based on the monthly weighted average number of
common shares outstanding which were 36,472,158 for the
three month period June 30, 1998, and 29,968,314 for
the period June 30, 1997.

FIRST ALLIANCE: Stock Up 24% - No Reason Says Management
Stock in First Alliance Corp. shot up nearly 24 percent
Tuesday, closing up $1.75 a share, at $9.13. Though the
Irvine-based home lender has been repurchasing its own
shares in recent months _ including 80,000 shares on  
Tuesday _ company officials said they knew of no news or
reason to explain the increase.

Beginning last May, First Alliance's stock has been pounded
by a series of bad news, including a threatened lawsuit by
the American Association of Retired Persons and a $4.5
million write-down to reflect higher-than-expected loan
prepayments. In March, the company's stock traded above $17
a share. (Orange County Register; 08/19/98)

GREATE BAY: Notification of Late Filing
Greate Bay Casino Corp notified the SEC that its quarterly
report on Form 10-Q will be filed as soon as is
reasonably practicable following the prescribed due date.  
Additional time is necessary in order to provide a complete
and accurate report.

The company expects to report a significant change in its
consolidated results of operations from the corresponding
periods of the prior year.  On January 5, 1998, three of
the Registrant's subsidiaries, including Greate Bay
Hotel and Casino, Inc., the company's most significant
operating subsidiary, filed petitions for relief under
Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of
New Jersey.

As a result of the Chapter 11 filings, the company's
control over the filing subsidiaries is subject to the
supervision of the Bankruptcy Court and the
company does not expect to be in control of such
subsidiaries after reorganization.  Accordingly, the
operations of the filing subsidiaries are now
accounted for under the equity method of accounting.  Also,
the accrual of interest on the first mortgage indebtedness
of the filing subsidiaries has been suspended.

HYUNDAI: Labor Disputes Continue
South Korea warned yesterday its shaky auto industry risked
losing its international competitiveness forever if
crippling labour disputes at Hyundai Motor Co are further
drawn out.

"Hyundai's disputes, if prolonged further, will completely
destroy the domestic base and international competitiveness
of our overall auto industry,"  a Commerce, Industry and
Energy Ministry official said.

The alarm was sounded as the country's auto firms, rattled
by plummeting sales and the insolvency of Kia Motors Corp,
wage a desperate battle to keep their heads above water.

South Korea's auto production, once the world's fifth
largest, plunged 35.4 per cent year-on-year to 1.53 million
units in the first seven months of 1998. Auto exports also
suffered a 10.1 per cent drop to US$5.45 billion.

"So far this year, labour disputes have cost US$550 million
in auto exports," the official said. "Hundreds of auto
parts makers, including Hyundai's 302 subcontractors, have
already been insolvent."

The three-month-long standoff at Hyundai cost the country
1.5 trillion won (US$1.1 billion), he said.

Hyundai, the country's largest car maker capable of
producing some 2.4 million cars a year at home and abroad,
has lost 770 billion won in production since the dispute
erupted in May over a plan to sack 8,000 workers.

Hyundai also suffered 540 billion won in export losses over
the period, while its component producers saw revenue fall
by 600 billion won.

The ministry estimated Hyundai's production loss at 85,800
units over the three months and export loss at 57,200

"We are more concerned about parts contractors than
Hyundai. Much of the country's networked parts production
has already suffered incurable damage following Kia's
failures," the ministry official said. (China Daily -

KIA MOTORS: Delays Opening U.S. Dealerships
Kia Motors Corp.'s U.S. unit said it will delay opening
about 30 dealerships in the Midwest because of regional
staff shortages, slowing the Korean automaker's effort to
step up its U.S. marketing.

The dealerships in Michigan, Wisconsin and Minnesota won't
open until December instead of August and September as
planned, a spokeswoman said, confirming a report in trade
publication Automotive News. The company blamed a  
lack of employees in sales, service and parts management
divisions for those states rather than a shortage of autos
or the insolvency of its parent company.

Kia, South Korea's third-largest automaker, is up for
auction after collapsing last year under almost $10 billion
debt. It's looking to the United States, its leading export
market, to offset stagnant sales in recession-bound  
South Korea.

Kia still plans to have 500 dealerships in the contiguous
48 states by the end of the year, said Monica Statz, Kia

Kia makes the Sephia sedan and Sportage sport utility
vehicle. It started selling cars in Oregon in 1993 and has
428 dealerships in 42 states.

Kia has a 0.5 percent share of the U.S. market, compared
with South Korean rival Hyundai Motor Co.'s 0.6 percent.
Thanks partly to more stores, Kia sales rose 97 percent, to
50,616 vehicles, through July from the year-ago period.

General Motors Corp., Ford Motor Co., Hyundai, Daewoo Motor
Co. and Samsung Motor Inc. have submitted letters of intent
to bid for Kia Motors. The companies have until Friday to
make an official bid.

Ford already owns 9.39 percent of Kia. Mazda Motors Corp.,
which is 33 percent-owned by Ford, owns 7.52 percent.
(Orange County Register - 08/19/98)

MOBILEMEDIA: Arch Communications on S&P Watch
Standard & Poor's placed its ratings of Arch  
Communications Group Inc. and related entities on
CreditWatch with positive implications.  Pro forma for the
acquisition, Arch's total debt is about $1.35 billion.

This action follows the company's announcement that it is
negotiating a definitive merger agreement to acquire
MobileMedia Corp., which is in Chapter 11 reorganization.
The CreditWatch placement reflects the potential
improvement in Arch's financial and business risk profile
as a result of this acquisition. This acquisition would
result in Arch being the second-largest paging company  
in the U.S. with seven million subscribers. The acquisition
price for MobileMedia is estimated to be $479 million plus
the payment of MobileMedia's administrative expenses and
debtor-in-possession borrowings. Additionally,
the  single-'D' rating on MobileMedia Communication Inc.'s
$480 million subordinated debt, which will be exchanged for
equity in the merged company, will be withdrawn.
MobileMedia Communications is a subsidiary of MobileMedia
Corp. Upon the receipt of the necessary shareholder and
regulatory approvals, the CreditWatch listing will be

Arch intends to finance the acquisition with a combination
of debt and equity. About $262 million of the purchase
price will be financed with bank debt and a public note
offering. The remaining $217 million will be financed
through the proceeds of a rights offering by Arch to
MobileMedia's unsecured creditors. Upon the exercise of
these rights and the purchase of warrants to own additional
common stock, MobileMedia's unsecured creditors could
ultimately own about two-thirds of Arch. On the other hand,
MobileMedia's secured creditors, who claim $649 million in
principal amount, would receive 100% of such principal
amount comprised of the $479 million payment from Arch and
$170 million in proceeds from MobileMedia's pending sale of
its tower assets.

The CreditWatch placement reflects the potential
improvement in Arch's financial and business risk profile
as a result of this acquisition. The additional annual cash
flow of about $100 million from MobileMedia's operations
is anticipated to reduce debt to earnings before interest,
taxes,depreciation,  and amortization to below 6 times (x)
on a pro forma basis, compared to the  current high level
in the 7x area. In addition, annual cost savings of about  
$25 million resulting from this transaction and $15 million
from Arch's recent restructuring, plus MobileMedia's higher
revenue generating paging units should  further improve
Arch's financial profile. Arch's business risk profile will
be enhanced due to MobileMedia's presence in 50 states with
more than four million subscribers and extensive
distribution channels. In addition, MobileMedia serves a
larger number of corporate accounts compared to Arch,
resulting in an overall higher average revenue per unit.

MobileMedia's two narrowband personal communications
services licenses also provide the opportunity to introduce
new revenue enhancing paging products and services,
Standard & Poor's said.

Arch Communications Group Inc.
Corporate credit rating  B-
Senior unsecured debt   CCC

Arch Communications Inc.
Corporate credit rating  B-
Senior unsecured debt  CCC+

Arch Paging Inc.
Corporate credit rating              B-
Bank loan rating                     B-

USA Mobile Communications Inc. II
Corporate credit rating              B-
Senior unsecured notes               CCC+

MOBILEMEDIA: Merger Announced
Arch Communications Group, Inc. (Nasdaq:APGR) and
MobileMedia Corporation announced on August 20, 1998 a
definitive merger agreement for Arch to acquire
MobileMedia. The companies had announced yesterday that
they were in the final stages of merger  

Arch said that the combination, when consummated, will
reduce Arch's leverage to approximately 5.6 times projected
pro forma 1998 fourth quarter annualized EBITDA based on
pro forma debt of approximately $1.35 billion. In addition,  
Arch expects a further increase in cash flow and decrease
in leverage from estimated cost reductions and operating
synergies to be implemented during the first year following
the acquisition, which are currently estimated to result  
in annualized cost savings of $25 million when fully

Joseph A. Bondi, chairman-restructuring of MobileMedia and
managing director of turnaround consultants Alvarez &
Marsal, Inc., said, "A combination with Arch  will be a
very successful outcome for MobileMedia, and testimony to
the  substantial progress we have made in improving our
operational and financial  position over the past 18
months. In addition, the combination reflects a successful
outcome for MobileMedia's secured and unsecured creditors,
with our secured creditors being paid in full in
cash and our unsecured creditors owning a substantial
equity position in Arch."

Holders of MobileMedia's secured bank debt, which
aggregates $649 million in principal amount, will receive
100% of such principal amount in cash, comprised of a $479
million payment from Arch and $170 million in proceeds
expected to be distributed upon the closing of
MobileMedia's pending sale of its tower site assets to
Pinnacle.  Arch intends to finance the $479 million cash  
payment with $262 million in proceeds from additional bank
debt and an additional note offering and $217 million in
cash from the proceeds of the issuance of Arch common stock
upon the exercise of transferable rights to be  
issued by Arch to MobileMedia's unsecured creditors.

Certain of MobileMedia's largest unsecured creditors have
agreed in connection with the transaction to act as standby
purchasers with respect to any shares of Arch common stock
and warrants not purchased upon the exercise of such
rights. As consideration for their backup commitments, such
creditors will receive warrants to purchase another 2.5% of
Arch's common stock. In addition to the rights,
MobileMedia's unsecured creditors, whose claims aggregate
approximately $480 million, will receive between 17.2% (if
the rights entitle them to purchase 52.1%) and 31.3% (if
the rights entitle them to purchase 34.3%) of Arch's common
stock (depending upon the market price of the Arch common
stock during a designated period).  

Arch's existing shareholders (including  its Series C
preferred shareholders) will also receive warrants in
connection with the transaction to purchase 7% of Arch's
common stock. All warrants will have an exercise price of
$8.19 per share.

MobileMedia's existing shareholders will not receive  
any consideration under the merger or the plan of
reorganization, and their shares  of MobileMedia common
stock will be canceled. (Business Wire: Wall Street-

ONEITA INDUSTRIES: Court Grants Exclusivity Extension
The court extended Oneita Industries Inc.'s exclusive
period to file an amended reorganization plan for 90 days,
rejecting the lenders' request to terminate exclusivity
immediately. The court directed the parties to try to reach
a compromise before Nov. 18, the new expiration of
exclusivity. The clothing maker had sought a nine-month
extension to pursue confirmation of its prenegotiated plan
or an amended proposal. (Federal Filings Inc. 20-Aug-98)

PETRIE RETAIL: Seeks Interim Nod For CIT DIP, Vendor Pacts
Petrie is seeking interim approval to borrow up to $4.5
million under a scaled-down $20 million debtor-in-
possession financing agreement with CIT Group/Business
Credit Inc. and up to $3.5 million under a $6.5 million
vendor credit line from CIT Group/Commercial Services Inc.
The two new facilities are designed to replace Chase
Manhattan Bank's $96 million facility, which the apparel
retailer is required to retire using proceeds from the sale
of its G&G Shops Inc. subsidiary. (Federal Filings Inc. 20-

POWER COMPANY OF AMERICA: Creditors File Bankruptcy
Creditors Force Connecticut Utility into Chapter 11
New Orleans-based Entergy, Atlanta-based Southern Company
and power-marketing firm American Energy Solutions Inc.
filed a joint chapter 11 petition against Power Company Of
America, a Greenwich, Conn.-based electricity trading
company, in the District of Connecticut.

Power Company defaulted on some of its contracts during
some market turmoil in June. Other utility companies have
reported losses of more than $500 million as a result of
the market turmoil.

Although a spokesman for the power company said the amount
owed creditors has not yet been finalized, the company
expects cooperation with its creditors. Power Company said
it had planned to file chapter 11 and had reached an
agreement with its creditors, but due to "missed
communications," the creditors initiated the filing. (ABI

PREMIER LASER: Notification of Late Filing
Premier Laser Systems Inc. filed a notification of late
filing with the SEC of its quarterly report for the period
ending June 30, 1998.

The company stated that it was not able to file the subject
report in a timely manner because the resignation on May
22, 1998 of Ernst & Young LLP as the company's independent
certified public accountant has prevented it from being
able to timely complete the audit of its financial

SEARCH FINANCIAL: Notification of Late Filing of 10-Q
Since commencement of the Chapter 11 Proceedings, Search
Financial Services Inc.  and its subsidiaries have severely
curtailed operations, including completing their exit from
the non-prime automobile business, which represented
approximately 90% of the assets of the company and its
subsidiaries, and reducing their number of employees by
over 50%.

On July 2, 1998, the company filed its Plan of
Reorganization and Disclosure Statement with the Bankruptcy
Court. A hearing to consider approval of the Disclosure
Statement and the disclosure statement related to a
competing plan filed by a creditor was scheduled for August
7, 1998 and has been continued.

The Plan is a liquidating plan. It provides for the sale or
collection of the assets of Registrant and its subsidiaries
involved in the Chapter 11 Proceedings, including the sale
of a significant equity interest in, or, alternatively, the
sale of all of, Registrant's consumer finance business,
which is its only remaining business, and the distribution
of any remaining interest in the consumer finance business
and of the proceeds received from the sale of other assets
to the payment, or otherwise for the benefit, of creditors
and perhaps preferred stockholders. No payments to other
equity holders are contemplated. The Plan specifically
provides for all equity interests in Registrant, including
its 9%/7% Convertible Preferred Stock and Common Stock, to
be deemed cancelled and for Registrant to be dissolved upon
confirmation of the Plan. The competing plan also is a
liquidating plan.

The Judge in the Chapter 11 Proceedings has ordered
Registrant to show cause why a Chapter 11 Trustee should
not be appointed for Registrant. A hearing on that order is
scheduled for August 24, 1998. The appointment of a Chapter
11 Trustee may adversely affect the ability of Registrant
to proceed with the Plan.

Registrant's preliminary unaudited net income before
dividends for the three months ended June 30, 1998 was
approximately $1,371,000, an increase of approximately
$1,222,000 over the net income before dividends of $148,000
for three months ended June 30, 1997. The increase in net
income before dividends was primarily attributable to a
preliminarily estimated gain of $960,000 on the bulk sale
of loan contracts, reversals of $863,000 in various expense
accruals, an overall net reduction of $1,407,000 in
operating expenses and decreased interest expense of
$721,000, which collectively were partially offset by
charges of $2,751,000 for increased provisions for credit

Most of the significant differences from the prior year are
a direct result of the discontinuance of the sub-prime
automobile financing operations and the Chapter 11 filing
of Registrant and several of its subsidiaries in March

There still remain several material accounting items and
issues which cannot be resolved until the resolution of
various matters pending in or related to the Chapter 11
Proceedings. Final valuations of assets and recording of
claims and liabilities are dependent on the outcome of
these matters. These items could have a material effect on
the results for the fiscal year ended March 31, 1998 as
well as the results for the three months ended June 30,

SOLV-EX: Plans to Send Checks to Creditots By Month-End
Albuquerque-based Solv-Ex Corp., fresh from the protection
of bankruptcy,  says it plans to send checks to its
creditors by the end of the month.

Solv-Ex bankruptcy attorney John Phillips said the two-week
appeal period  for the company's bankruptcy case ended last
week and Solv-Ex can now proceed  with paying its

Judges in the United States and Canada signed orders on
July 31 approving Solv-Ex's reorganization plan to emerge
from bankruptcy. The plan calls for Solv-Ex to issue one
new share of common stock for each existing share.

Shareholders will also receive warrants to purchase one
share of common stock for every three shares they own.
Formal notice of procedures for share exchange and issuance
of warrants is expected to be mailed to shareholders of  
record within the next week.

In separate business, a suit against the company that
alleges company officials defrauded investors is pending in
U.S. District Court.(Albuquerque Journal; 08/18/98)

TOUCH 1 COMMUNICATIONS: Case Summary & 20 Largest Creditors
Debtor:  Touch 1 Communications Inc.
         100 Brookwood Road
         Atmore, Alabama 36502

Court: Southern District of Alabama, Mobile Division

Case No.: 98-12260    Filed: 06/29/98    Chapter: 11

Debtor's Counsel: Robert P. Denniston
                  Brown, Hudgens, PC
                  P.O. Box 16818
                  Mobile, Alabama 36616
                  (334) 344-7744

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
A+Networks                          Trade           50,965
Ameritech                           Trade          341,900
APAC Teleservices                   Trade           47,140
Bell Atlantic                       Trade        2,242,125
BellSouth                           Trade          837,812
Bernice Bush Company                Trade           75,000
Gnames Advantage                    Trade          145,644
GST Telecom                         Trade          244,968
International Business List         Trade          380,751
ICG Telecom                         Trade           74,714
Journey Communications              Trade          445,943
LCI                                 Trade          746,329
Means/Means Telecom                 Trade           83,131
RMH Services                        Trade          113,825
Southern Micrographix               Trade           74,785
Southwestern Bell                   Trade          251,393
Telequest                           Trade           88,456
Transcom USA                        Trade           98,357
U.S. West                           Trade          853,465
Universal Service Admins. Co.       Trade          486,374


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