TCR_Public/980904.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, September 4, 1998, Vol. 2, No. 174
                  
                   Headlines

AHERF: Finds Auditor Errors in '97 Records
CROWN BOOKS: Hearing Set For 2nd Amendment to DIP
CROWN BOOKS: Wins Nod For Return Pact With Ingram
DOW CORNING: Settlement Reached Second Class Action Lawsuit
DOW CORNING: Term Sheet Issues To Be Settled In Court

FOXMEYER: Trustee Seeks $119M From More Suits
HARBOR INN: Up For Auction
HOMEPLACE STORES: Seeks Exclusivity Extension To Jan. 28
LIBERTY HOUSE: Amended Motion To Retain Cleary, Gottlieb
MANDO MACHINERY: Riot Police Called To End Strike

NAL FINANCIAL: Order Grants Substantive Consolidation
NEW DEAL PROJECTS: Case Summary
PHOENIX INFORMATION: Joint Plan of Reorganization
REMSEN PARTNERS: Case Summary & 20 Largest Creditors
RIVER OAKS FURNITURE: Application to Employ Consultants

SAMSONITE: Shareholder Suit Filed
SCOOP INC: Seeks Last Date To File Proofs of Claim
TOA STEEL: To Liquidate, Sell Assets to NKK
UNISON HEALTHCARE: Disclosure Statement
WSR CORP: Taps Retail Consulting Services
WORLD ACCESS INC: Plan of Cherry Communications Confirmed

DLS CAPITAL PARTNERS: Bond Pricing for week of 8-31-98

                   *********

AHERF: Finds Auditor Errors in '97 Records
------------------------------------------
Allegheny Health, Education and Research Foundation (AHERF)
announced that it has found errors in its audited 1997
financial statements and that they are unreliable and
should not be used, according to The Post-Gazette. AHERF
confirmed that last week it dropped its auditors of more
than 100 years, the accounting firm previously called
Coopers & Lybrand and now called PricewaterhouseCoopers,
following their merger this summer. The review has found at
least two discrepancies that increased the foundation's
bottom line in the fiscal year ending June 30, 1997: an
unspecified liability incorrectly reported as income
relating to its acquisition of the former Graduate Health
System, and earnings and gains on restricted accounts that
were incorrectly counted as revenue and income. Earnings
and gains on restricted funds, which typically are
endowment funds for specific purposes such as cancer
research, must be put back into the account. The '97
statements showed that net assets released from
restrictions totaled $47.2 million.


CROWN BOOKS: Hearing Set For 2nd Amendment to DIP
-------------------------------------------------
On September 17, 1998, the court will consider a motion of
the debtors, Crown Books Corporation and its affiliates,
for interim and final orders approving the second amendment
to DIP loan and security agreement.  The amended DIP credit
agreement substantially increases the debtors' loan
availability to an amount equal to 55% of the debtors'
inventory, valued at cost.  Under the existing interim DIP
credit facility, the debtors' advance rate is 40% of the
debtors' inventory, valued at cost.

The second amendment will dramatically increase the
debtors' liquidity and ability to respond to developments
in the publishing industry such as new titles.  The debtors
believe that the additional availability will encourage the
debtors' vendors to deal with the debtors on normal trade
credit terms thereby further reducing the debtors' cost of
goods and increasing margins.


CROWN BOOKS: Wins Nod For Return Pact With Ingram
-------------------------------------------------
Crown Books Corp. has received approval for an inventory
return agreement with unsecured creditor Ingram Book Co.
that grants Ingram junior superpriority administrative
status and renews the book supplier's association with the
retailer.  The court also approved the amount of Ingram's
allowed prepetition claim at $12.3 million and authorized
Crown to return inventory for a dollar-for-dollar
credit against the entire amount of the allowed claim.  The
court order gives Crown the right to sell Ingram up to 35%
of the inventory included in the recently authorized going-
out-of-business sales. (Federal Filings Inc. 3-Sept-98)


DOW CORNING: Settlement Reached Second Class Action Lawsuit
-----------------------------------------------------------
A settlement has been reached in a second class  
action lawsuit by Canadian women against Dow Corning Corp.
over silicon breast implants, attorneys for the women said
Wednesday.

Under the agreement, Dow Corning and Dow Corning Canada
will pay C$39 million to the approximately 4,100 women, who
reside everywhere in Canada expect the provinces of Ontario
and Quebec, the attorneys said in a statement.

The settlement will be part of Dow Corning's bankruptcy
reorganization plan and is subject to approval by courts in
Michigan and British Columbia, the statement said.

Michigan-based Dow Corning in June signed a C$50 million
settlement in a separate case brought on behalf of the
Ontario and Quebec women.

Women to be compensated under the settlement that was
announced Wednesday will receive a range of financial
benefits depending on the severity of their injuries from
silicon gel or saline breast implants made by Dow Corning.

According to estimates, some 150,000 Canadian women had
breast implants, with about one-third suffering problems.
$1=$1.54 Canadian (Reuters:International-09/02/98)


DOW CORNING: Term Sheet Issues To Be Settled In Court
-----------------------------------------------------
Dow Corning Corp., the official tort claimants' committee,
Dow Chemical Co. and Corning Inc. are heading to court next
week to resolve a number of outstanding issues in
connection with their term sheet agreement. The court-
appointed mediator told the court during a brief
teleconference yesterday that the parties have been unable
to translate their term sheet into a disclosure statement
and reorganization plan. The parties are still trying to
resolve remaining sticking points. (Federal Filings Inc. 3-
Sept-98)


FOXMEYER: Trustee Seeks $119M From More Suits
---------------------------------------------
FoxMeyer Drug Co.'s Chapter 7 Trustee has filed 35
adversary complaints against 631 defendants seeking about
$119 million in damages for claims stemming from, among
other things, voidable and preferential transfers. The
suits, filed late last month, continue Trustee Bart Brown's
crusade to recover funds for the former drug distributor's
creditors.

As widely reported, Brown previously sued former accountant
Deloitte & Touche LLP, German software giant SAP AG, and
Andersen Consulting, which installed the SAP software,
for $500 million each, claiming that critical acts or
omissions by the three firms contributed to FoxMeyer's
downfall. The latest round of suits includes 15 complaints
claiming breach of contract and quantum meruit that seek to
recover $4.7 million in "chargebacks" from 183 named
defendants. Alleging that a number of parties also
participated in preferential transfers, Brown also is
seeking to recover $31.3 million from these defendants. The
second group of complaints seeks to void certain
prepetition transfers that allegedly occurred from June 7,
1996, to Aug. 23, 1996, and to recover approximately $6.4
million. The third set of suits seeks to void preferential
transfers with 440 defendants and recover about $77 million
in damages after defenses are taken into account. (The
Daily Bankruptcy Review and ABI Copyright c September 3,
1998)


HARBOR INN: Up For Auction
--------------------------
The Harbor Inn Pier 5, which reopened last year after a $12
million renovation but got caught in the web of its
principal owner's bankruptcy, is scheduled to fall under
the gavel later this month.

The 65-room hotel, part of the once-burgeoning empire of
Michael W. Lasky until his Inphomation Communications Inc.
television infomercial business filed for bankruptcy
protection in February, is set to be auctioned at noon
Sept. 18.

The scheduled foreclosure auction of the three-story hotel
is being brought by a group controlled by H&S Bakery Inc.
co-owner John Paterakis Sr., which bought $9 million in
debt on the lodging project several months ago.

"Either someone will come in and buy the property at
auction, or we'll likely buy it back because of our debt
interest," said Michael Beatty, a vice president of H&S
Properties Development Corp., a Paterakis real estate
company and the firm developing the $350 million Inner
Harbor East project, including a Wyndham hotel.

"We got involved with it to keep the doors open; that was
our intention," he added. "It employs a lot of people
adjacent to Inner Harbor East and enhances our ability to
be connected to the Inner Harbor."

Beatty said Paterakis, who attempted to buy the hotel
outright in May for $10.6 million, acquired the debt from
Emmes Capital, a New York realty operation.

In all, the Harbor Inn property has liabilities in excess
of $11 million. In addition to the Paterakis debt, the city
is owed $2 million and annual ground lease payments of
$120,000.

The auction of the 711 Eastern Ave. project -- where rooms
are marketed for as much as $1,500 per night -- also comes
as the Inphomation case's court-appointed trustee is
claiming that Lasky funneled money from Inphomation,  
operator of the Psychic Friends Network, into the hotel,
according to court documents.

Paul Michael Sweeney, the Linowes & Blocher attorney
appointed as Inphomation trustee, declined to comment on
the claims yesterday, but said he would "do what we need to
do to protect the interests of the bankruptcy  
estate."  Attorneys for Lasky and the hotel could not be
reached for comment yesterday.

In addition to its rooms, the hotel is home to three
upscale restaurants, including seafood eatery McCormick &
Schmick's and Lenny's Chop House.

"It's a tricky property, because it's not a Marriott or a
Sheraton; it's different," Beatty said. "But we believe we
could get it up and running, and make it work with another
substantial investment. It needs to be run as a boutique;
it's not for the person who wants something typical."

The city sold the former Harrison Pier Five Inn to Lasky
and partner Otis Warren Jr. -- who also made a stab at
buying the hotel earlier this year -- for $5.5 million in
1995. After a substantial renovation, the Lasky/Warren  
partnership opened the Harbor Inn last October.

The city took possession of the hotel in late 1993, after
the project suffered through years of financial hardship
and was delinquent on more than $1 million in property
taxes.(Baltimore Sun - 09/01/98)


HOMEPLACE STORES: Seeks Exclusivity Extension To Jan. 28
---------------------------------------------------------
HomePlace Stores Inc. is asking the court for a second
extension of the exclusive periods to file a reorganization
plan and solicit acceptances, to Jan. 28 and March 26,
respectively.  The home textile and houseware retailer said
it has stabilized the business and needs more time to
formulate its business plan. In connection with developing
the business plan, which will "reinvent" the current model,
the company is reconsidering the use of the superstore
concept on which HomePlace was founded.  A store in the
Cleveland market is serving as a model to test various
changes being considered for the entire chain as part of
the revised business plan. (Federal Filings Inc. 3-Sept-98)


LIBERTY HOUSE: Amended Motion To Retain Cleary, Gottlieb
-------------------------------------------------------
The Amended Motion for reconsideration of employment and
retention of Cleary, Gottlieb, Steen & Hamilton as special
counsel to the Board of Directors of Debtor shall be heard
on October 9, 1998.


MANDO MACHINERY: Riot Police Called To End Strike
-------------------------------------------------
South Korean riot police stormed plants owned by the
country's largest auto parts producer at dawn on Thursday
to end a strike that began last month over planned mass  
layoffs.

A spokesman for Mando Machinery Corp said police stormed
all six of its plants, including one in this town southwest
of Seoul, and all but a few hundred workers had been
dispersed.

About 300 workers had fled to a research centre at the
plant in Asan, after retreating from the rooftop of one
building, where they were besieged by police massed on the
floors below.

Witnesses said the workers had set up oxygen tanks and
doused the entrance to the rooftop with flammable liquids
apparently to create an explosive fire if the police came
after them.

Some 3,000 riot police, backed by a helicopter and anti-
riot vehicles, stormed the Asan plant at daybreak. The
helicopter sprayed tear gas on the workers.

Police vehicles destroyed a pile of rolled steel and other
steel structures the height of a two-storey building set up
by workers on a bridge leading to the main gate of the
plant, the witnesses said.

About 500 family members of workers, mostly women and
children, formed a human barricade inside the factory
compound, which police evaded.

As police moved in, workers occupying buildings wielded
steel pipes and threw molotov cocktails, the witnesses
said. No serious injuries were reported.

Mando Corp spokesman Chong Hee-chun said workers had been
dispersed at the other five plants owned by Mando and the
last pocket of resistance was at the research centre.
About 120 workers were arrested at the other plants, he
said.  Chong said Mando officially notified the labour
ministry on Wednesday of its plan to lay off 1,090 workers.

Some 4,500 unionised workers at Mando have been on strike
since August 17 in protest against the plan.

Mando, a core unit of the collapsed Halla Group, went
bankrupt late last year and the company's planned layoffs
are part of a rescue plan. (Reuters:International -
09/03/98)


NAL FINANCIAL: Order Grants Substantive Consolidation
-----------------------------------------------------
On August 25, 1998, Judge Paul G. Hyman entered an order
granting the motion of the debtor, NAL Financial Group,
Inc. and its affiliates including, NAL Acceptance
Corporation, NAL Insurance Services, Inc., NAL Mortgage
Corporation, Performance Cars of South Florida, Inc.,
Special Finance, Inc. and Autorics, Inc., for substantive
consolidation of debtor affiliates NAL Insurance Services,
NAL Mortgage Corporation, Performance Cars of South
Florida, Inc. and Special Finance, Inc. into NAL Acceptance
Corp. and granting the debtors' motion for the substantive
consolidation of all similar claims of the debtors into a
single set of classes of claims as though there existed a
single debtor.  


NEW DEAL PROJECTS: Case Summary
-------------------------------
Debtor:  New Deal Projects, LLC
         c/o Francis A. Zarro, Jr.
         Manager, 375 Park Ave.
         New York, N.Y. 10022

Type of business: Owns and develops a golf facility
previously know as the Segalla Country Club in Amenia, New
York 12501

Court: Southern District of New York

Case No.: 98B46176    Filed: 08/27/98    Chapter: 11

Debtor's Counsel: william R. Kohler
                  Kohler & Barnes, P.C.
                  805 Third Avenue, 10th Floor
                  New York, NY 10022
                  (212) 826-8100

Total Assets:              $17,225,000
Total Liabilities:         $10,056,000

20 Largest Unsecured Creditors: None


PHOENIX INFORMATION: Joint Plan of Reorganization
-------------------------------------------------
Phoenix Information Systems Corp., Phoenix Systems Ltd. and
Phoenix Systems Group, Inc. as debtors and SC Phoenix
Partners and Xenophi Limited propose a joint plan of
reorganization.

On February 5, 1998, the court approved the sale of
substantially all of the debtors' assets to SC Phoenix for
$20 million.  Except with respect to the Common Stock
Settlement, the plan provides for the distribution of the
assets of the estates pursuant to the priority rules of the
Bankruptcy Code.  Those assets consist of the cash provided
by SC Phoenix pursuant to the assets sale minus operating
expenses and Avoidance Actions.

Absent the Common Stock settlement, the debtors' assets are
distributed: first, to pay Allowed Administrative Expense
Claims, Priority Tax Claims and Priority Claims in full;
second, to the extent of any collateral therefor, to pay
Allowed Secured Claims, if any, in full; third to pay
Allowed General Unsecured claims in full; and fourth, as to
Phoenix, to the extent of any remaining assets, to pay the
Preferred stock Interests in the amount of their full
liquidation preference plus accrued dividends.  

Thereafter, Phoenix shall distribute its remaining assets,
if any, to the holders of Allowed Subordinated Claims and
the holders of Phoenix Common Stock Interests.  The debtors
do not believe any cash will be available for those two
groups of holders.

After the Effective Date, Phoenix and PSG shall dissolve,
and PSL shall reorganize.  The interests in Phoenix and PSG
shall be cancelled and PSL, having received a discharge of
all debts shall continue to exist as Reorganized PSL with
the retention by Xenophi of all of the interests in
Reorganized PSL (with any excess cash held by PSL from the
Asset Sale to be paid to Phoenix.)

The debtors believe that the reorganization plan and the
Common Stock Settlement is the only way in which
participating shareholders can expect to receive value
through the debtors' reorganization without litigation.  
The Common Stock Settlement provides participating
shareholders with potential "upside" in Xenophi, which owns
all beneficial interests in the joint venture with China
Southern Airlines.  The debtors also believe that common
stock settlement certificates compare favorably to
warrants.

Classification and Treatment of Claims and Interests are as
follows:

Class 1: Priority Claims - unimpaired

Class 2: Secured Claims - impaired.  Claim holders will
receive cash or a distribution in a different form equal to
the amount of the Allowed Claim.

Class 3: General Unsecured Claims - impaired. Pro rata
distribution.

Class 4: Preferred Stock Interests in Phoenix - impaired.

Class 5: Subordinated Claims - impaired.

Class 6: Common Stock Interests - impaired.


REMSEN PARTNERS: Case Summary & 20 Largest Creditors
----------------------------------------------------
Debtor:  Remsen Partners, Ltd.  
         757 Third Ave.
         New York, NY 10017

Type of business: Service business, principally engaged in
the origination and sale of commercial mortgages into the
REMIC market.

Court: Southern District of New York

Case No.: 98B 46328    Filed: 09/02/98    Chapter: 11

Debtor's Counsel: Allan Pullin
                  Weber, Pullkin & Carbo, LLP
                  7600 Jericho Turnpike
                  Woodbury, New York 11797
                  (516) 364-7500

Total Assets:              $2,123,403
Total Liabilities:         $4,024,667

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Stephen A. Goldberg Company        Law Suit      $1,200,000
Merrill Cohen, Trustee                Claim      $1,000,000
William Teitelbaum             Cash Advance        $500,000
Southern Management Corp           Law Suit        $500,000
Madesin General Contractors       Guarantee        $200,000
Oaks at Brittany, Ltd.             mortgage        $175,000
Shaw Lichna, Esemio              Legal Fees        $148,328
Cohen & Grigsby                  Legal Fees         $48,172
757 Third Avenue LLC                   Rent         $32,328
Wesley Peaker                   Commissions         $30,000
National Record Mart          Ins. Premiums         $24,516
Reed, Smith, Shaw & McClay       Legal Fees         $23,622
Steward J. Brown               Compensation         $20,000
Patrick O'Conner & ASSoc.         Appraisal         $15,500
Silberdick & Peritz             Acctg. Fees         $15,500
Certified Environments, Inc.   Env. Reports         $11,200
Rubenstein Associated              services         $10,000
Kaye, Scholer, Fierman           Legal fees          $8,418
Scribner & Partners               Appraisal          $7,622
Mehlamn & Greenblat, LLC         legal fees          $7,134


RIVER OAKS FURNITURE: Application to Employ Consultants
-------------------------------------------------------
The debtor, River Oaks Furniture, Inc. applies to retain
consulting experts, Mark Murovitz, Jay Looney, Gary French
Deborah Smith Cristie and Monroe Wright to assist in
certain litigation.  The hourly rates of the experts range
from $300 to $150.  BNY Financial Corporation shall make
funds available to the debtor to pay these fees.


SAMSONITE: Shareholder Suit Filed
---------------------------------
Counsel for Class Plaintiff, Barrack, Rodos & Bacine, today
issued the following:

A class action has been commenced in the District of
Colorado on behalf of all persons who purchased the common
stock of Samsonite Corp. between June 4, 1997, and August  
11, 1998, inclusive.  The complaint charges Samsonite,
certain officers and directors of the company,
and a large shareholder during the relevant time period
with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. Among other  
things, plaintiff claims that defendants issued a series of
materially false and misleading statements regarding the
company's financial condition and the success of its
restructuring program during the Class Period.  The
Complaint alleges that defendants materially overstated
revenues and net income throughout the Class Period by
utilizing certain misleading accounting practices.  As a
result of defendants false and misleading statements, the  
price of Samsonite common stock was inflated during the
period from June 4, 1997, through August 11, 1998, to a
high of more than $53.  It has now fallen to $6 per share.


SCOOP INC: Seeks Last Date To File Proofs of Claim
-------------------------------------------------
Scoop Inc. seeks entry of an order requiring all claimants
to file proofs of claim or interest for any and claims or
interests they may have against the debtor or its estate
within 30 days after the service of written notice of the
Bar Date.  The hearing on the motion to sell substantially
all of its assets of Scoop Media Services division is
scheduled for August 31, 1998.  The hearing on the motion
of the sale of substantially all of the assets of Scoop
Information services Division is scheduled for September
17, 1998.  If the court approve the sale motions, the
debtor will obtain $1,750,000 in consideration, an amount
which should be sufficient to pay close to 100% of the
amount of the estimated claims in this case.

In order to make a distribution to creditors, the debtor
will need to obtain accurate information regarding the
amount of claims in this case.  Setting a Bar Date for
longer than thirty days in this case will serve only to
delay unnecessarily and with no corresponding benefit the
process of making distributions to creditors in this case.


TOA STEEL: To Liquidate, Sell Assets to NKK
-------------------------------------------               
Toa Steel Co., Japan's second-largest electric-
furnace steelmaker, decided Thursday to liquidate the
company and hand over most of its assets, operations and
workers to a company to be set up by its parent NKK Corp.,
Toa officials said.

Toa approved the liquidation plan at an extraordinary board
meeting hurriedly convened Thursday night, the officials
said.

Toa made the decision in view of its large capital deficit,
they said, adding the company's total liabilities are
estimated to eclipse its combined assets by 46 billion yen
as of March 31, 1999, the end of fiscal 1998.  The extent
of Toa's liabilities totals 250 billion yen, the Toa
officials said.

This would make Toa the largest manufacturer to go bankrupt
in terms of liabilities in Japan's postwar history,
exceeding that of Mita Industrial Co., a photocopier maker
that filed for court protection from creditors last
month.  The officials said the timing of the liquidation
was set at March 31, 1999.  Until then, Toa will continue
its production and marketing operations under the
current corporate structure, they said.  But some
facilities at Kashima Steelworks in Ibaraki Prefecure, one
of the company's main steelworks, will be suspended by the
year-end, they said.

Toa Steel is expected to rack up a 25.5 billion yen pretax
loss for fiscal 1998  on an unconsolidated basis, the
officials said.  In the previous fiscal year that ended
March 31 this year, Toa marked the fourth consecutive year
of unconsolidated pretax losses. Its pretax loss of  
24.03 billion yen in the year came on sales of 131.19
billion yen.

The Toa officials said NKK is planning to establish a new
wholly owned subsidiary and have it take over part of Toa's
production facilities, workers and other assets following
its dissolution.  NKK owns 51.5% of Toa, which employs
1,400 people.  In February this year, NKK boosted its
equity stake in Toa from 36% to 51.5% to
help support Toa's rehabilitation efforts.

According to Teikoku Databank, a leading credit research
company, NKK plans to report an extraordinary loss of more
than 50 billion yen in the current fiscal year, ending
March 31, 1999, due to the liquidation of Toa.
Toa was established by the merger of Azuma Steel and Toshin
Steel -- both NKK subsidiaries -- in October 1987, and has
diversified its product lines since then.

But the company has been burdened by interest payments on
loans it took out for capital investment for production
facilities.  Toa's plight has surfaced at a time when the
nation's entire steel-making industry is languishing under
slumping demand from both domestic and Asian corporate
users.

On Thursday afternoon, the Tokyo Stock Exchange (TSE)
halted trading in the shares of Toa and NKK, both listed on
the First Section, after newspaper reports that Toa is
liquidating. (Kyodo-09/03/98)


UNISON HEALTHCARE: Disclosure Statement
---------------------------------------
The debtors, Unison HealthCare Corporation, and BritWill
Investments-I, Inc., filed a disclosure statement with the
court in support of the debtors' joint plan of
reorganization dated August 10, 1998.

The plan provides for the substantive consolidation of
debtors' assets and liabilities. The plan provides for
distributions to the creditors of the thirty-three
companies that are the debtors.  The plan will satisfy a
substantial portion of the general unsecured claims (Class
9), the allowed Class 6 and 7 Claims, as well as Allowed
Equity Interests and Equity Interest Related Claims
pursuant tot he issuance of the New Common Stock and the
New Warrants.  Reorganized Unison will retain its existing
corporate structure.  

The claims of general unsecured creditors of the debtors
are classified in Class 8 and 9 under the plan.  Class 8
includes those creditors holding claims of $1,000 or less.  
Approximately $690,000 in claims held by 1,500 creditors
will elect Class 8 treatment.  Class 8 will receive a cash
payment by the debtors of an amount no greater than
$600,000.

All other general unsecured claims are classified in Class
9.  The company estimates that the aggregate amount of
allowed general unsecured claims in Class 9 is
approximately $139,836,000.  Of this amount debtors
estimate that approximately $700,000 is attributable to the
claims of landlords under facility leases previously closed
by the company.  With respect to Class 9 the plan provides
that such creditors will receive a pro rata distribution of
approximately 5,635,400 shares of the New Common Stock,
their pro rata distribution of claims litigation LLC shares
and their pro rata share of the New Senior Notes.  


WSR CORP: Taps Retail Consulting Services
-----------------------------------------
The debtors, WSR Corporation, R&S/Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp., are
seeking authorization and approval of the employment and
retention of Retail Consulting Services, Inc. as real
estate consultant to the debtors.

The debtors seek to employ Retail Consulting Services
("RCS")to assist the debtors in renegotiating lease terms
for desirable locations with the objective of assuming such
leases, as modified.  The debtors are also filing a
separate motion to employ and retain Keen Realty
Consultants as special real estate consultant for the
purpose of evaluating and marketing the debtors' interests
in certain leaseholds at locations which the debtors, in
their business judgment, believe should not be retained in
their lease portfolio because of their poor financial
performance.

The debtors will pay RCS a retainer of $15,000.  RCS will
receive a fee based upon the savings in rent achieved as a
result of their services if the renegotiated terms and
conditions are acceptable to the debtors.  RCS will be
entitled to 4% of the savings realized on each renegotiated
lease upon calculating the savings at the present value
using a discount rate of 9%.


WORLD ACCESS INC: Plan of Cherry Communications Confirmed
---------------------------------------------------------
World Access, Inc. announced today that the United States
Bankruptcy Court of the Northern District of Illinois,
Eastern Division, has confirmed the Plan of Reorganization
of Cherry Communications Incorporated, d/b/a Resurgens
Communications Group.  The Plan incorporates the terms of
the definitive agreement entered into earlier this year by
World Access to acquire Resurgens, a facilities-based
provider of international network access.

Steven A. Odom, Chairman and Chief Executive Officer, said
"The confirmation of the Plan satisfies a significant
condition to the consummation of the Resurgens  
acquisition, which is expected to occur in the near future.
This acquisition will uniquely position World Access to
offer telecommunications service providers a complete
network solution, including proprietary equipment,  
planning and engineering services and access to
international long distance.   The international network
access offered by Resurgens is a critical element of new
and expanded networks currently being planned or
implemented by many of our customers.  World Access is
beginning to realize significant synergies as a result of
the Resurgens acquisition, including equipment sales
to Resurgens  customers, potential joint ventures with
international PTTs and CLECs, and  carrier service revenues
form World Access equipment customers."

John D. Phillips, Chairman and Chief Executive Officer of
Resurgens, commented,  "We are extremely pleased that
Resurgens' creditors have embraced our plan
of  reorganization, an integral part of which is the merger
with World Access. We have rebuilt Resurgens' operating
network and implemented new, reliable billing systems and a
24-hour 7-day Network Operations Center. Competitive,
dedicated  bandwidth and transit agreements are now in
place to carry traffic to all key  regions of the world and
Resurgens is now carrying extensive international traffic
for WorldCom and numerous other long-distance
companies."


DLS CAPITAL PARTNERS: Bond Pricing for week of 8-31-98
------------------------------------------------------
Following are indicated prices for selected issues:

Amer Pad & Paper 13 '05                     56 - 60
Amer Telecasting 0/14 1/2 '04               24 - 26
Asia Pulp & Paper 11 3/4 '05                55 - 57
Boston Chicken 7 3/4 '04                    14 - 16
Brazos 10 1/2 '07                           46 - 49
Brunos 10 1/2 '05                           13 - 15 (f)
CAI Wireless 12 1/4 '04                     27 - 30
Cityscape 12 3/4 '04                        15 - 17 (f)
E & S Holdings 10 3/8 '06                   60 - 63
Harrah's Jazz 14 1/4 '01                    22 - 25 (f)
Hechinger 9.45 '12                          73 - 75
Hills 12 1/2 '03                            52 - 54
Liggett 11 1/2 '99                          72 - 75
Mobilemedia 9 3/8 '07                       20 - 23 (f)
Penn Traffic 9 5/8 '05                      17 - 19
Royal Oak 11 '06                            50 - 54
Service Merchandise 9 '04                   61 - 63
Sunbeam 0 '18                               18 - 19
Zenith 6 1/4 '11                            30 - 32 (f)

                   *********

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

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

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

Troubled Company Reporter is a daily newsletter, co-
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
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
subscription rate is $575 for six months delivered via e-
mail.  Additional e-mail subscriptions for members of the
same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  

           * * *  End of Transmission  * * *