TCR_Public/980825.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     Tuesday, August 25, 1998, Vol. 2, No. 166

ALLIANCE ENTERTAINMENT: Plan Effective August 20
BARNEY'S: To Sell Property For $22M After Bidder Walks
CHATCOM INC: May Be Forced To File Bankruptcy
DOW CORNING: Plan Will Be Finalized By Mid-September

ELDER BEERMAN: Turns a Second-Quarter Profit
EURAM FLIGHT CENTER: Ticket Consolidator Files Chapter 11
FULCRUM DIRECT: Gets Final DIP Financing Approval

LEVITZ FURNITURE: Household Agreement- More Profitability
LONG TERM CREDIT BANK: Entire Board To Resign
MAIN STREET: Acquires 18 Firms for $13.68 Million
MARKAIR: To Collect $19 Million
MERCURY FINANCE: CEO Must Testify For Pact Approval

MOLTEN METAL: Acceleration Notice From Lenders
ORANGE COUNTY: Merrill Lynch Agrees To Pay $2 Million
PARAGON TRADE: Replies to Objections to Exclusivity
PARADISE HOLDINGS: To Sell Bakery Through Chapter 11
PINNACLE BRANDS: Seeks Approval of Letter of Intent

RINCON ISLAND: Case Summary & 20 Largest Creditors
TRIDEL ENTERPRISES: Announces Results For Six Months
WASTEMASTERS INC: Results of Operations
WEINTRAUB ENTERTAINMENT: Bear Stearns Liable in Bond Suit
WESTMORELAND COAL: Equity Responds to Dismissal of Cases

WESTMORELAND COAL: Equity Taps Putnam, Hayes & Bartlett
WINDSOR ENERGY: Difficult Times in Oil Pricing

Meetings, Conferences and Seminars


ALLIANCE ENTERTAINMENT: Plan Effective August 20
Alliance Entertainment Corp., the largest wholesaler of
prerecorded music and related products, announced that  
its Plan of Reorganization became effective August 20,
1988, providing for the Company's concurrent emergence from
its voluntary Chapter 11 proceeding.  

The company's Third Amended Joint Plan of Reorganization
was confirmed by the U.S. Bankruptcy Court for the Southern
District of New York on July 30, 1998.

"The newly reorganized Alliance Entertainment Corp. emerges
from Chapter 11 just a little over a year since its
voluntary filing," said President and Chief Executive
Officer Eric Weisman. ".we can focus on music distribution
and opportunities for growth through emerging distribution
channels with  emphasis on the Internet."

The newly reorganized Alliance Entertainment is a private
company majority owned by a syndicate of banks.  The terms
of the Plan called for holders of secured bank claims under
the Company's prepetition credit facilities to receive at
least 86 percent of the shares in the new reorganized
Company. Holders of general, allowed unsecured claims,
including trade claims and Senior Subordinated Notes, will
receive up to 6.5 percent of the equity of the  
reorganized Company through warrants and shares of common
stock, along with certain litigation rights.  The remaining
7.5 percent of the equity will go to management.

The cancellation of the existing common stock in the old
Alliance Entertainment becomes effective.  Under the terms
of the Plan, shareholders in the old Alliance Entertainment
received no distribution, either in cash or common stock
of the new Company.

BARNEY'S: To Sell Property For $22M After Bidder Walks
Barney's Inc. received court approval to sell its lower
Manhattan property to BB Realty Holdings LLC for $22
million after the stalking horse bidder exercised an opt-
out clause in its purchase agreement. BB Realty was the
only bidder for the property after 113-117 Seventh Avenue
LLC decided to invoke the opt-out clause of its purchase
agreement days before the deadline. The upscale retailer
originally sought approval to sell the site of its original
flagship store to 113-117 Seventh Avenue for $23 million,
subject to higher offers at an auction.  (The Daily
Bankruptcy Review and ABI Copyright c August 24, 1998)

Debtor:  Cable & Co. Worldwide, Inc.
         724 Fifth Avenue
         New York, NY 10019

Type of business: Designs, Manufactures, imports & markets
on a wholesale basis a broad range of men's casual and
dress footwear.

Court: Southern District of New York
Case No.: 98B4 5878   Filed: 08/14/98    Chapter: 11

Debtor's Counsel: Jay L. Silverberg
                  Silverberg Stonehill & Goldsmith PC
                  111 West 40th Street
                  New York, NY 10016
                  (212) 730-1900

CHATCOM INC: May Be Forced To File Bankruptcy
It has been a bad quarter for ChatCom Inc.
In a filing with the Securities and Exchange Commission
this week, the Chatsworth-based maker of computer servers
said it is in a "liquidity crisis." If debt obligations are
not renegotiated, ChatCom "may be forced to file bankruptcy
by some of its creditors," according to the report.

On Friday, ChatCom reported a sharply higher net loss and a
79 percent sales drop in its most recent quarter, mainly
due to product returns from a distributor whose business
was hurt by the Asian crisis, and weaker-than-expected
demand in recent months.

Adding to the company's bad news, ChatCom was delisted from
Nasdaq this week for not meeting minimum listing
requirements. It is now trading on the OTC Bulletin Board,
a computerized exchange with no minimum requirements.

The distributor's product return amounted to "a very big
hit for a company our size," said spokesman Jerry Hahn.

Macon Holdings in Singapore returned $2.7 million worth of
products, of which $1.2 million worth had been resold.

Sales to U.S. distributors also declined due to weaker
demand and cutbacks in advertising and sales efforts
because of the company's cash problems.

On Friday, ChatCom reported a net loss of $1.13 million (10
cents a diluted share) on sales of $915,000 for the first
quarter of fiscal 1999 compared with a net loss of $585,000
(6 cents) and sales of $4.459 million a year ago.

ChatCom shares dipped to 16 cents Friday, down $0.0275, or
14.67 percent.

The company suffers from negative cash flow, causing it to
default on several loans, according to the SEC filing.
ChatCom sold products at cost in the first quarter as its
gross margin shrank to 0 percent from 36 percent, according
to the regulatory filing.

ChatCom has suffered from three fiscal years of operating
losses. It has laid off workers over the past year,
shrinking from 90 employees to 35 today.

As a result, the company reached an agreement in principle
with a supplier, Vermont Research Products Inc., and High
View Capital, a shareholder and creditor, to sell them its
BrightStar technology in exchange for a relief package
worth $5.8 million.

ChatCom will license back the technology. The company also
stands to borrow up to $300,000 from ALCO Financial
Services if it meets certain conditions. (Los Angeles Daily
News -08/22/98)

DOW CORNING: Plan Will Be Finalized By Mid-September
A federal mediator says attorneys for Dow Corning Corp. and
its creditors hope to finalize details of a bankruptcy
settlement plan by mid-September. The mediator, Duke
University Professor Francis McGovern, gave an update of
the reorganization plan to a federal bankruptcy judge in
Bay City. He says the process is on scheduled. The
settlement announced last month calls for creditors and
thousands of women with breast-implant claims to receive
$3.2 billion. Dow Corning has been operating under Chapter
11 bankruptcy protection since May 1995. (UPI: Wall Street-

ELDER BEERMAN: Turns a Second-Quarter Profit
Elder-Beerman Stores Corp. had a second-quarter profit  
of $239,000, compared with a $2.3 million loss a year ago
while the retailer was still in Chapter 11 bankruptcy

Earnings per share were 2 cents compared with an $18.83
per-share loss for the second quarter of 1997, the Dayton-
based regional department store company reported today.

The company is absorbing the Stone & Thomas retailer, based
in Wheeling, W.Va., in a $38 million merger. Excluding
expenses from that merger, Elder-Beerman said its second-
quarter earnings would have been $592,400, or 5 cents  
per share.

Sales for the quarter ended Aug. 1 totaled $125.5 million,
up from last year's $122.1 million.

For the first half of this fiscal year, Elder-Beerman lost
$197,000, or a 2-cent loss per share, compared with a $5.6
million loss a year ago. The per-share loss for the first
half of 1997 was $45.18.

Sales for the first half were $252.2 million, up from $242
million last year.

Elder-Beerman emerged Dec. 30 from two years in bankruptcy
reorganization,  which allows a company to continue
operating under U.S. Bankruptcy Court protection from
creditors while developing a plan to put its finances in

With 48 stores at the end of fiscal 1997, Elder-Beerman
reported revenues of $607.9 million and sales of $581.4
million. On July 27, the company completed the purchase of
21 Stone & Thomas stores and plans to retain 10 of those,  
selling the others. That will give Elder-Beerman 58
department stores in Ohio, Indiana, Illinois, Michigan,
Wisconsin, Kentucky and West Virginia.

The company plans to open a store in Erie, Pa., this
summer. It also operates 61 El-Bee and Shoebilee! shoe
stores in seven states and two furniture superstores.

EURAM FLIGHT CENTER: Ticket Consolidator Files Chapter 11
A Washington-based airline ticket consolidator, Euram
Flight Center, has closed its doors and filed for chapter
11 bankruptcy protection, leaving passengers and travel
agents without tickets they had purchased but
not yet received.

Euram has been in business for 18 years and sold more than
140,000 tickets a year, according to Travel Weekly. It
closed the doors of its Washington office on July 22 and
filed for bankruptcy protection in Florida, where it has an
office in Fort Lauderdale.

The company's owner, David Scott, told the trade newspaper
that he hoped to resume business after reorganizing the
company. He also said that 90 percent of ticket purchases
from Euram were made with credit cards and that those  
customers should request a credit on their accounts.

Customers who paid by cash, check or money order will have
to file a claim form with the U.S. Bankruptcy Court for the
Southern District of Florida in Miami.  (Buffalo News-

FULCRUM DIRECT: Gets Final DIP Financing Approval
The court gave final approval to Fulcrum Direct Inc.'s $2.1
million debtor-in-possession financing agreement last week.
Fulcrum won interim court approval on July 31 to borrow up
to $1.2 million from prepetition lender IBJ Schroder
Business Credit Corp. while the catalog retailer pursues a
sale. (Federal Filings Inc. 24-Aug-98)

A sale shall be held in U.S. Bankruptcy Court on September
16, 1998.  The property to be sold is the debtor's interest
in the stock and assets of Cyclone Software Corporation.  
Cyclone is a developer of software to permit electronic
commerce via the Internet.

The purchaser is Intelispan, Inc. The purchase price
includes $2 million in cash, a two year promissory note in
the principal amount of $2 million with annual simple
interest at 8% payable quarterly.  The note is subject to
certain discounts for early payment.

The sale is subject to higher and better bids on
substantially the same terms and conditions as the offer
made by Intelispan to Cyclone.

One week after Bankruptcy Judge Paul M. Glenn gave control
of Keller Financial Services to trustee Kevin O'Halloran,
he has filed lawsuits seeking certain assets, The St.
Petersburg Times reported.

The Clearwater, Fla., used car finance company managers own
a separate Keller company not included in the bankruptcy
case, which has a two-year contract to service the car
loans owned by the 10 Keller companies in the chapter 11
reorganization. Keller managers allegedly delayed turning
over property that belongs to the trustee's estate, and
O'Halloran said one of the managers and a stockholder
intimidated and threatened Keller employees. The state
Department of Banking and Finance is in the midst of an
investigation of the securities dealers who sold Keller's
high-interest notes, which were backed by titles to used
cars, mostly to elderly investors.

LEVITZ FURNITURE: Household Agreement- More Profitability
Levitz Furniture Inc's proposed agreement with Household
Bank N.A. would require the retailer to take on greater
liability for credit losses but would be more
lucrative than the current General Electric Capital Corp.
deal. "Any increased exposure is expected to be offset by
the program's potential for profitability for the Debtors,"
Levitz told the court. Household and Levitz would share
equally in any losses in excess of 15% of the average
account balances. About 45% of Levitz's retail sales are
generated through the credit sales program with GE Capital,
which includes a private credit card program. (Federal
Filings Inc. 24-Aug-98)

LONG TERM CREDIT BANK: Entire Board To Resign
The entire board of Long Term Credit Bank are to resign and
the troubled Japanese bank is to be completely restructured
in a deal that will write off bad debts worth 750 billion
yen (pounds 3.3 billion).

The news came on the day that Okura, a mid-sized Japanese
trading house, filed for bankruptcy with debts totaling 258
billion yen (pounds 1.1 billion). It blamed its financial
difficulties on property investments from the
late 1980s that have gone badly wrong.

LTCB, which is Japan's second largest credit bank, plans to
sell its Tokyo headquarters, cut 700 jobs and ask all
former board members who have retired since 1989 to pay
back their retirement allowances.

It will also forgive loans totaling 520 billion yen (pounds
2.3 billion) to three non-bank affiliates, including 120
billion yen to Japan Leasing Company, close its overseas
operations and consolidate its domestic branch network.

The restructuring is designed to facilitate LTCB's proposed
merger with Sumitomo Trust & Banking and pave the way for
the Japanese government to step in with huge amounts of
money to prevent the bank failing.

Katsunobu Ohnogi, president of LTCB, who will resign, said:
"We have no choice but to depend on public funds. We would
like the injection of funds to boost our capital as soon as

The bank is expected to ask for as much as one trillion yen
(pounds 4.5 billion).

Masaru Hayami, head of Japan's central bank, said he would
guarantee keeping LTCB afloat by providing "the necessary
assistance including funds needed".

He added: "We see progress in the merger talks between the
two banks as a contribution to financial system stability."

A basic agreement on a merger with Sumitomo Trust should be
reached by September. Sumitomo's president, Atsushi
Takahashi, said the negotations would continue "in a
forward-looking way to win the trust of the market,
shareholders and clients." (Daily Telegraph London -

MAIN STREET: Acquires 18 Firms for $13.68 Million
Main Street AC, San Jose, Calif., announced that it has
acquired or secured its interest in 18 entities through
eight purchase actions previously announced, according to a
newswire report. Prior to these acquisition activities,
Main Street existed as a shell company. To clearly settle
any and all past or contingent liabilities to the
satisfaction of selling principals, the company submitted
its chapter 11 plan to the bankruptcy court in the Northern
District of California. Main Street expects to be
debt-free after the swap of $13.68 million in debt
instruments for 10,214,416 shares of common stock, plus an
equal number of warrants at an average price of $4 per
share. The debt for equity swap calculates to a $1.34 value
for each new Main Street common share and warrant issued.
(ABI 24-Aug-98)

MARKAIR: To Collect $19 Million
The Phoenix firms of Goodwin Raup and Lewis and Roca
recently won a multimillion-dollar settlement against
Alaska Airlines on behalf of MarkAir Inc.

Under terms of the agreement, MarkAir will collect $19
million and be released from Alaska Air's claims totaling
$660,000. In bankruptcy since 1995, MarkAir will use the
settlement to pay claims filed by creditors, employees,  
ticket holders and unsecured creditors.

The lawsuit began when MarkAir challenged Alaska Air on its
control over service between Anchorage and Seattle. Alaska
Air terminated the partnership and filed a state court
claim alleging that MarkAir had used the airline's  
online reservations system to lure customers away from
Alaska Air.

MarkAir countersued in federal court, accusing Alaska Air
of unfair business practices. The two suits were later
combined into a single state action.

MarkAir, formerly Alaska's largest intrastate airline,
hired the Phoenix firms because of their experience in
bankruptcy litigation. The trial team consisted of Marty
Harper, Brian Goodwin and Paul Briggs of Goodwin Raup and  
Bob McKirgin and Randy Papetti of Lewis and Roca.

MERCURY FINANCE: CEO Must Testify For Pact Approval
In response to Mercury Finance Co.'s request to assume its
contracts with Chief Executive Officer William Brandt Jr.
and his management firm, the court ordered the CEO's
deposition and continued the hearing on the company's
motion to allow a shareholder group to file a response.
After a series of continuances, the court scheduled the
deposition for Aug. 26 and a status hearing for
Sept. 8. The sub-prime lender hired Brandt on Feb. 1, 1997,
and agreed to pay him $750,000 per year as well as a $1
million success bonus when a reorganization plan is
confirmed.  Mercury retained Brandt's firm, Development
Specialists Inc., four days later. The company
has paid DSI more than $4.1 million for services rendered
during the 12 months prior to the July 15 petition date.
(The Daily Bankruptcy Review and ABI Copyright c August 24,

MOLTEN METAL: Acceleration Notice From Lenders
On August 21, 1998, Restart Partners, L.P. and its
affiliates, sent a letter to Molten Metal Technology, Inc.
and its affiliates stating that as Lenders, Restart and its
affiliates notify the debtor borrowers that an event of
default occurred because of the inability of the borrowers
to pay their post-petition debts as they mature.

The Lenders therefor give the debtors an Acceleration
Notice and declare the unpaid principal amount of the loan
and all interest accrued thereon together with all other
amounts due to be due and payable.

ORANGE COUNTY: Merrill Lynch Agrees To Pay $2 Million
Merrill Lynch & Co. agreed Monday to pay $2 million to  
settle federal regulators' allegations of negligence
arising from the 1994 bankruptcy of Orange County, Calif.
Merrill, the nation's largest brokerage firm, neither
admitted nor denied wrongdoing in the settlement  the
latest enforcement action by the Securities and Exchange
Commission related to the Orange County case.

The Wall Street giant also agreed to refrain from future

The SEC said it was the first time the market watchdog
agency has directly blamed a bond underwriter for
misleading its investment bankers by failing
to give them vital information about a bond sale. Merrill
underwrote $875 million in municipal securities issued by
Orange County in July and August 1994.

The $2 million civil penalty is one of the largest it has
ever imposed for fraudulent conduct that was not
intentional, the SEC said.

Orange County sought federal bankruptcy protection in
December 1994 after losing $1.64 billion from its
investment pool, a savings bank for schools, cities, water
and sewer districts.

PARAGON TRADE: Replies to Objections to Exclusivity
Paragon Trade Brands, Inc. replies to the objections and
responses filed in connection with the debtor's motion for
order further extending the debtor's exclusive periods to
file a plan of reorganization and solicit acceptances

Paragon states that both Proctor and Gamble and Kimberly-
Clark believe that if they hold out and continue stalling
and litigating, this court will terminate exclusivity and
essentially hand over the fate of Paragon's continuing
viability to them - Paragon's largest competitors.

Paragon believes that terminating exclusivity at this
juncture would be unfair because Paragon has made good
faith efforts to resolve the major issues in this case.  
Paragon believes that it may be useful to employ the
voluntary services of Creditors' Committee counsel as
mediator in an attempt to bridge the gap between the
parties.  However, the Exclusive Periods should be
maintained during any mediation period or there will only
be an attack against Paragon.

Paragon, its Creditors' Committee, and its two adversaries
did agree to a short date of extension until September 15,
1998 according to a report of Federal Filings Inc., 24-Aug-

PARADISE HOLDINGS: To Sell Bakery Through Chapter 11
Paradise Holdings Inc. announced that it has filed for
protection and reorganization under Chapter 11 of the
Federal Bankruptcy Code.  Under the protection of Chapter
11, the Company continues to operate its business in the  
ordinary course, while it develops a plan of

This protective action was the Company's only option after
the unexpected and unilateral withdrawal of the offer by
AFC Enterprises, Inc. to purchase the Company's Paradise
Bakery operating assets as previously announced on August  
11, 1998.

Concurrent with the filing, the Company announced the
signing of a conditional term sheet for the sale of
substantially all of the assets of its Paradise  
Bakery & Cafe retail operations to a newly formed company,
subject to final documentation.  The new company's
principals currently own and operate 12 Paradise Bakery &
Cafe franchises in Colorado and Arizona.

The purchase price of $2,500,000 is to be paid in cash at
closing, subject to  (1) overbids by other potential
buyers, pursuant to a procedure to be approved  
by the bankruptcy court, and (2)bankruptcy court approval.
The Company has  retained Steven Felderstein of
Diepenbrock, Wulff, Plant & Hannegan, LLP of  Sacramento,
CA as counsel, and Richard J. Crosby of Stoneridge Capital,
Ltd., an investment banking firm of La Costa, CA to assist
in the reorganization process.

PINNACLE BRANDS: Seeks Approval of Letter of Intent
Pinnacle Brands, Inc., and its affiliate debtors seek court  
authorization to enter into a letter of intent with Toy
Biz, Inc. and approval of certain break-up fee, expense
reimbursement, and other bidding procedures for the sale of
substantially all of the debtors' assets related to their
trading cards business to Toy Biz, Inc.

The total consideration for the acquired asset5s is
calculated based on a formula, but will not exceed

RINCON ISLAND: Case Summary & 20 Largest Creditors

Debtor:  Rincon Island Limited Partnership
         5750 W. Pacific Coast Hwy.
         Ventura, California  93001

Court: District of Delaware

Case No.: 98-7934  Date of Filing: 8/20/98  Chapter: 11

Debtor's Counsel: Jeffrey C. Wisler
                  Williams Hershman & Wisler, P.A.
                  One Commerce Center Suite 600
                  12th and Orange Street
                  Wilmington, Delaware 19899-0511
                  Jeffrey E. Spiers
                  David A. Zdunkewicz
                  Andrews & Kurth LLP
                  600 Travis Suite 4200
                  Houson, Texas 77002
                  Bridgeport, CT 06605-0186
                  (203) 368-4234

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
American Pacific Marine, Inc.     Trade Debt       $506,261
Baker Oil Tools, Inc.             Trade Debt       $355,938
Baker Tanks, Inc.                 Trade Debt        $42,545
B&B Surplus, Inc.                 Trade Debt        $38,005
Berry Petroleum Company           Trade Debt     $1,000,000
Clark Engineering & Construction  Trade Debt       $101,531
Centrilift                        Trade Debt       $715,000
Southern California               Utilities         $46,104
GASSCO                            Trade Debt        $32,481
Grayson Services, Inc.            Trade Debt       $187,970
Halliburton Energy Services       Trade Debt       $451,715
KUDU California                   Trade Debt        $38,000
KVS Transportation, Inc.          Trade Debt       $116,284
Mobil Oil Corporation             Trade Debt       $346,980
Nabors Drilling USA, Inc.         Trade Debt       $454,265
Pacific Perforating Inc.          Trade Debt        $28,298
Harold S. Pittman, Tax Assessor   Property Tax      $40,892
Smith-Patterson Paving, Inc.      Trade Debt        $38,000
Unichen                           Trade Debt        $85,000
Weatherford Enterra US            Trade Debt       $218,203

TRIDEL ENTERPRISES: Announces Results For Six Months
Tridel Enterprises Inc. announced its results for the six
months ended June 30, 1998.

Net loss for the six months ended June 30, 1998 was $2.9
million as compared to a net loss of $8.3 million for the  
same period in 1997. Total revenues decreased by $97.1
million from $244.8 million for the six months ended June
30, 1997 to $147.7 million for the six months ended June
30, 1998.

Net loss before business restructuring charges and income
taxes was $0.4 million in 1998 as compared to net income of
$3.3 million during the same period in 1997.  The decrease
was the result of lower revenue in the Residential Real
Estate Division.

An independent committee of the Company's board of
directors has been formed in order to review all necessary
aspects of the restructuring and make recommendations to
the Company's board of directors. The Company's board of  
directors will be seeking  approval of the debt and equity
restructuring from  the Company's  shareholders and
debenture holders. The Company will also be seeking court
approval to its Plan of Arrangement in order to  
complete the restructuring.  As part of the restructuring,
the Company's board of directors will be reconstituted so
that a majority of the directors will be persons  
independent of management.

The Company's ability to continue operations as a going
concern is dependent on the Company continuing to arrange
the necessary construction financing under current economic
conditions, obtaining the required consents, amendments and
waivers to its current defaults, completing the debt and
equity restructuring with the receipt of all requisite
approvals, and a return to profitable operations.

The success of the negotiations on debt restructuring
cannot be assured at this time. However, the Company
estimates that any forced short-term liquidation of assets
would result in a significant shortfall to both secured
and unsecured lenders.  Management believes that it is in
the best interests of all parties concerned to continue the
ongoing activities of both Divisions and to successfully
conclude the business and debt restructuring that is

WASTEMASTERS INC: Results of Operations
WasteMasters, Inc. is a non-hazardous solid waste services
company that provides collection, transfer, disposal and
recycling services.

Revenues for the six months ended June 30, 1998 were
$6,577,069 as compared to $223,856 for the six months ended
June 30, 1997. This increase in revenues was the result of
the acquisitions that have occurred during 1998. Net loss
for the six months ended June 30, 1998 was $4,013,715 as
compared to a net loss of $2,522,263 during the six months
ended June 30, 1997.

On August 10, 1998, the Company announced the appointment
of Mr. Ron Antevy as Executive Vice President and Chief
Operating Officer.

Revenues for the quarter ended June 30, 1998 were
$6,570,531 as compared to $62,558 for the quarter ended
June 30, 1997. Net loss during the three months ended June
30, 1998 was $2,963,391 as compared with a net loss of
$1,260,970 during the three months ended June 30, 1997.

WEINTRAUB ENTERTAINMENT: Bear Stearns Liable in Bond Suit
Bear Stearns Cos. lost a class-action lawsuit that could  
require the firm to pay $126 million to investors who lost
money on junk bonds of a company that eventually filed for

The federal court jury ruled Friday that Bear Stearns
knowingly misrepresented critical facts when it sold
investors $83 million in junk bonds from Weintraub
Entertainment Group in 1987.

The jury awarded three plaintiffs who launched the case a
total of $7 million. In all, investors lost about $60
million and are entitled to $126 million with interest,
said Michael Aguirre, an attorney for the plaintiffs.

Bear Stearns' lawyer, Peter H. Benzian, said the firm
planned to challenge the verdict.

WESTMORELAND COAL: Equity Responds to Dismissal of Cases
The Official Committee of Equity Security Holders of
Westmoreland Coal Company files this response in opposition
to the debtors' joint Motion to Dismiss all Chapter 11

The Committee states that by seeking to dismiss these
cases, the debtors seek to continue to operate their
businesses, realizing market rates of return on assets and
investments, while at the same time continuing to pay tens
or hundreds of millions of dollars of future tax payments
to the funds that would be avoided in a liquidation.

As an alternative, the debtor's assets and operations could
be liquidated free and clear of claims on a going-concern
basis, with no disruption to ongoing operations.  No loss
in value or harm to present or former employees will result
from a liquidation.

The Committee states that liquidation hurts no one, pays
all creditors their full allowable claims with interest,
and would result in a substantial dividend to the more than
1700 public equity security holders.  Dismissal could
result in cannibalizing equity's present dividend for the
purpose of paying taxes. Based upon the foregoing, the
Equity Committee respectfully asks the court to deny the
debtors' motion.

WESTMORELAND COAL: Equity Taps Putnam, Hayes & Bartlett
The Official Committee of Equity Security holders of
Westmoreland Coal Company files an application for order
authorizing employment of Putnam, Hayes & Bartlett, Inc. as
valuation experts to the Committee in this Chapter 11 case.

The Committee desires to employ Putnam Hayes to assist the
Committee in its analysis of the debtors' going-concern and
liquidation values in connection with the confirmation of
the Funds' Plan, the Motion to Convert and the Motion to

On motion of the UMWA Combined Benefit Fund, the UMWA 1992
Benefit Plan, the UMWA 1974 Pension Trust, and the Official
Committee of Equity Security Holders for a continuance of
the hearing to consider confirmation of the pending plan of
reorganization, the hearing on the motion to dismiss the
Chapter 11 cases, and the motion to convert the Chapter 11
cases to cases proceeding under Chapter 7 of the Bankruptcy
Code, and being advised that the debtor does not oppose the
continuance, the hearings currently set for August 25, 1998
are continued until October 14 and 15, 1998 at 9:00 AM.   
The deadlines to file objections are not extended.

WINDSOR ENERGY: Difficult Times in Oil Pricing
Windsor Energy Corporation has had a very difficult time in
this oil pricing climate, where the price of oil has
declined recently to a 12 year low. In addition to that,
the Asian crisis has caused lower pricing in California due
to shipments destined for Asia being dumped on the
California market.

Oil prices in California have dropped from 1997 prices of
$19.59 to the $10 range in 1998. In addition to this, as
mentioned in earlier reports, Windsor experienced
significant downtime at its Rincon facility because of
unusually bad weather in California due to "El Nino". The
company deemed it prudent at times to shut the facility
down. The facility also experienced several days  
without electrical power and without access to the island.
At one time, all roads leading to the island were closed by
the California State Highway Patrol.

Due to these and other market factors, Windsor was unable
to complete its refinance and recapitalization plans with
Stanton Capital announced earlier in the year. Further to
that, recent negotiations with two companies to sell part,
or amalgamate certain Windsor's assets have fallen through.

As a result of these events, and negative working capital
of another subsidiary, Windsor has experienced severe cash
flow strains, although management believes that its
substantial assets remain intact.

To address these cash flow and creditor problems and to
protect shareholders' equity, Windsor has sought Chapter 11
bankruptcy protection for its Windsor Energy U.S. Corp
subsidiary. This subsidiary owns: 1. The Rincon field in  
California which a Ryder Scott December 1997 Engineering
Report shows has 18.1 million net BOE and a DCF 10  percent
of $86.4 million. 2.  50 percent of the Bayou Choctaw,
which an independent report shows as having 5.96 million
net barrels and a DCF 10 percent of  $42.8  
million. 3. A 50 percent interest in the 9,000 acre
Longhorn lease in East

A back-in interest in the Bayou Carlin gas well just being
completed. In summary, Windsor estimates that Windsor U.S.
has proven reserves totaling approximately 24.06 million
BOE and a DCF 10 percent of approximately $129.2 million
with further probable reserves and additional prospects
beyond that, and the debt in Windsor U.S. is approximately
$26 million.

This filing does not affect its subsidiary that owns the
interest in Hermosa Beach which has, based on an
independent report, 7.34 million BOE net proved  
reserves and a DCF 10 percent of $30.7 million, and its
Pinnacle exploratory leases which management believes to
have high potential upside.

With this significant equity, the Company had no choice but
to protect it in the face of one aggressive judgement
creditor. With the protection of the Bankruptcy Code,
Windsor will have time to restructure its Windsor U.S.
subsidiary and come out of bankruptcy as a going concern.
To this end, the Company continues to have discussions with
interested parties as to how best to realize value for the
shareholders of Windsor. This action should not stop
the  parent company, Windsor Energy Corporation, from
carrying on business. The American Stock Exchange will
maintain the current trading halt while they review the
Company's ability to meet their continuing listing

Windsor will continue to actively look to strengthen its
management and obtain a new President and CEO to replace,
Thomas Rinehart, the interim CEO, who took over after the
former President resigned in late June. The former
President, Tom Hogan, has also recently resigned from the
Board of Directors, as has David Chavenson.

The company is in a difficult period, but the Board of
Directors believes that, with new management,
recapitalization or on other strategic alliances, sale of
assets or mergers, significant value can be maintained and
created for Windsor  shareholders. The Board asks for the
patience of shareholders during this difficult time in the
industry and in this company's history.

By agreement, CIBC Oppenheimer is no longer the exclusive
adviser of the Company. This Chapter 11 filing will give
the company the time to consider the best way to go forward
for the long term interests of all concerned. (Canadian
Corporate; 08/21/98)

Meetings, Conferences and Seminars
August 25-27, 1998
      NYU Workshop opn Bankruptcy and
      Business Reorganizations XXIV
         NYU School of Law, New York, New York
            Contact: 1-212-998-6415

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

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

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

September 25-26, 1998
      13th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

October 8-10, 1998
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact: 1-312-857-7734

October 22-25, 1998
      72nd Annual Meeting
         Wyndham Anatole Hotel, Dallas, Texas
            Contact: 1-803-957-6225

November 9-10, 1998
      Conference on Corporate Restructurings: Asia
      Indonesia * Thailand * South Korea
         The Radisson Empire Hotel, New York, New York
            Contact: 1-903-592-5169 or   

November 30-December 1, 1998
      Distressed Investing '98
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tuscon, Arizona
            Contact: 1-703-739-0800

February 18-21, 1999
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   


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

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

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

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

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
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mail.  Additional e-mail subscriptions for members of the
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information, contact Christopher Beard at 301/951-6400.  

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