TCR_Public/980908.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, September 8, 1998, Vol. 2, No. 175
                  
                   Headlines

2CONNECT EXPRESS: Notice of Claims Bar Date
AHERF: Ouster Shocked Top Lawyer
AMERICAN PAD: Announces First Step of Restructuring
AMERICAN RICE: Negotiating New Four-Month DIP Pact
ASPEN MOUNTAIN AIR: Reducing Fleet of Aircraft

BLACKTHORNE ESTATES: Plan Accepted
DOEHLER-JARVIS: Needs Time to Assume or Reject Leases
DOMINION BRIDGE: Closes Quebec Shipyard
HARRAH'S JAZZ: Still No Opening Date
HOMEPLACE STORES: Seeks $1.3M Confirmation Fee For New CEO

HOMEOWNERS MORTGAGE: HomeCapital Disputes $84.9M Claim
INTERNATIONAL WIRELESS: Files for Chapter 11                    
LEVITZ FURNITURE: Needs Time to Assume or Reject Leases
LIFEONE: Challenges Involuntary Filing by Debenture Holders
MOBILEMEDIA: Arch Modifies Merger Agreement

MOBILEMEDIA: Completes Tower Sale to Pinnacle
MONTGOMERY WARD: Seeks To Sell 2 Properties For $4M
OXFORD HEALTH: Accreditation Rank Drops
PARTY WORLD: Seeks Order Appointing Responsible Person
PETRIE RETAIL: Wins Nod For $4.5M Interim CIT DIP Pact Use

TENNEY ENGINEERING: Files For Bankruptcy Protection
WINTERSILKS,INC: Seeks To Increase Post-Petition Financing

Meetings, Conferences and Seminars

                   *********

2CONNECT EXPRESS: Notice of Claims Bar Date
-------------------------------------------
In accordance with the United States Bankruptcy Court for
the Southern District of Florida, any and all creditors,
shareholders and parties in interest who have not received
prior  statutory notice of the Chapter 11 bankruptcy
proceedings of 2Connect Express,  Inc. shall have through
and including September 28, 1998 within which to file  any
and all claims against or interests in 2Connect Express,
Inc. at the United  States Bankruptcy Court for the
Southern District of Florida, United States  Courthouse,
299 East Broward Blvd., Ft. Lauderdale, Florida 33301.


AHERF: Ouster Shocked Top Lawyer
--------------------------------
The Pittsburgh Post-Gazette reports on September 2, 1998
that a former top Allegheny Health Education and Research
Foundation executive yesterday expressed shock over her
ouster, befuddlement over the institution's rapid collapse,
and disappointment that Mellon Bank and other lenders
demanded repayment of an $87 million loan in April,
hastening the foundation's plunge into bankruptcy.

Nancy A. Wynstra, who until last Friday served as AHERF's
general counsel and executive vice president, said she had
been wondering what she might be doing a year from now
when, out of the blue, AHERF President Anthony Sanzo told
her she was being fired.

"I had not truly anticipated leaving Allegheny before
sometime next year," Wynstra said when contacted at her
home yesterday. "It would be fair to to say that I'm
surprised that I'm no longer there. I thought I was a
valued member of the team.  In a memo informing the health
care foundation's executives of Wynstra's dismissal, Sanzo
said AHERF "will be better served by a reconfigured  
legal department that utilizes the talent of both internal
and external counsel. Asked through a spokesman to
elaborate, Sanzo declined.

Wynstra, 56, had been among a close circle of executives
who helped guide the expansion of Allegheny General
Hospital and its parent company over the past decade. The
group included former AHERF President Sherif Abdelhak and  
Chief Financial Officer David McConnell, both of whom were
forced out in the spring. Wynstra was lured to the hospital
company from a Chicago medical center in 1983 to set up and
run its in-house legal department.


AMERICAN PAD: Announces First Step of Restructuring
---------------------------------------------------
American Pad & Paper Company (NYSE: AGP)(AP&P) announced on
August 17, 1998 the first step in its restructuring plan
discussed in the release of second quarter results.  AP&P
will restructure its manufacturing facilities serving the
continuous forms markets.  The restructuring includes
consolidating production of its continuous forms from six
facilities into two low cost, state-of-the-art facilities.

AP&P expects the consolidation to reduce operating expenses
and yield significant annual savings.  Further details
including the costs to accomplish the consolidation will
come with the release of third quarter results.  This
reorganization reflects a portion of the previously
announced restructuring charges to be recorded in the third
quarter.

"Concentrating our efforts with our two most experienced
and cost-effective facilities will allow us to better
service this market," said James W. Swent, III, Chief
Executive Officer of AP&P.  "These moves will reduce
costs, improve margins, improve customer service, and
better balance manufacturing capacity to market demands."


AMERICAN RICE: Negotiating New Four-Month DIP Pact
--------------------------------------------------
In anticipation of selling its olive business, American
Rice is negotiating a new, scaled-down financing
agreement with its bank group, led by First Union National
Bank.  American Rice is seeking a four-month debtor-in-
possession facility that provides "substantially less"
availability than the current $85 million DIP pact, due to
the impending sale of the olive portion of the company's
business.  The lenders have extended the existing financing
agreement through late next week.  By the time the new DIP
agreement matures, American Rice hopes to have a consensual
reorganization plan and half of the Chapter 11 case
completed. (Federal Filings Inc. 4-Sep-98)


ASPEN MOUNTAIN AIR: Reducing Fleet of Aircraft
----------------------------------------------
Following a decision to voluntarily reorganize in Chapter
11 last month, Aspen Mountain Air said today that it will
reduce its fleet of aircraft to a level that will enable
the  company to focus service on key routes in order to
achieve future success and profitability.

Ron Stone, CEO, stated "In order to successfully
restructure the Airline, we must reorganize the route
structure and reconfigure our fleet.  With our  
current assets, we fully intend to capitalize on all
opportunities in the marketplace."


BLACKTHORNE ESTATES: Plan Accepted
----------------------------------
After more than 10 months in the financial limbo of Chapter
11 bankruptcy protection, a reorganization/settlement plan
for a mammoth Penn Township development has been approved.

U.S. Bankruptcy Judge Judith K. Fitzgerald recently  
accepted the plan for Blackthorne Estates submitted by
attorneys for Robert N. Cawood, the principal owner.

The reorganization/settlement is based upon a loan of as
much as $1.5 million to Cawood from an unnamed bank.

It also is contingent upon closing on the loan by Oct. 12,
Fitzgerald warned. Otherwise, she said the case would
become a Chapter 7 filing which could result in a court-
ordered sale of Blackthorne's assets.

Fitzgerald agreed with Salzman's request to maintain the
confidentiality of Cawood's new financial backer.
David B. Salzman, one of Cawood's attorneys, said the loan
would allow  Cawood to pay off about $600,000 in existing
liens. The rest will be used to fund the
reorganization/settlement plan.

Depending upon when they demand their money, creditors will
be paid anywhere from 36 cents to 100 cents on the dollar,
Salzman said.

Cawood was recuperating from an accident and did not attend
the reorganization/settlement hearing, but Salzman said his
client agreed to finance his personal holdings to obtain
the loan. Blackthorne, a much-ballyhooed proposed 315-acre
development of 500 homes plus golf course and other
recreational amenities, ran into a host of financial
problems after only three houses were built.

Cawood filed for Chapter 11 protection Oct. 1 when he
listed $5.4 million in assets and $6.5 million in
liabilities. Work at Blackthorne essentially stopped then
until this summer when work on the golf course resumed.
(Pittsburgh Post-Gazette; 09/02/98)


DOEHLER-JARVIS: Needs Time to Assume or Reject Leases
-----------------------------------------------------
The debtors, Doehler-Jarvis, Inc., and its affiliates, are
seeking an order further extending the time period within
which the debtors may assume or reject their leases of
nonresidential real property.

The debtors seek entry of an order extending for a period
of 60 additional days the time within which the debtors may
assume or reject leases of nonresidential real property to
which any of the debtors is a lessee.

The debtors have 12unexpired leases of nonresidential real
property in 7 states.  The leases constitute valuable
assets of the debtors' estates.

The debtors are presently in the process of soliciting
votes on the plan and anticipate the plan being confirmed
in October 1998. Pursuant to the plan, the debtors will
determine which of the leases they will assume and which
ones they will reject.  An extension of time to assume or
reject the leases until November 6, 1998 would enable the
plan process to take effect and resolve these issues.  On
the other hand, forcing the debtors prematurely to make
determinations about assumption and rejection could well
subject the debtors and their estates to significant and
unnecessary administrative expense claims.


DOMINION BRIDGE: Closes Quebec Shipyard
---------------------------------------
Dominion Bridge Corp. shut down its two remaining shipyards
in Quebec Thursday, after the provincial government refused
to bail it out.

About 1,100 workers are now unemployed at Quebec City-based
MIL Davie shipyard and about 300 are out of work at a
Montreal area shipyard.

Workers at the Lachine shipyard, near Montreal, had walked
off the job Wednesday, fearing they would not be paid. They
demonstrated in the streets of Montreal Thursday.     
"Following the rejection by the government of Quebec of
the financial restructuring plan for its Amethyst project,
Davie Industries had  no other choice but to immediately
shut down its operations in Quebec and Levis  until further
notice," Dominion Bridge said in a statement.

It said it was discussing alternative ways of insuring the
survival of Davie Industries and the shipyards with
representatives of the financial community and government.

Dominion Bridge put itself under the bankruptcy protection
on August 11, and a cloud emerged over its flagship Quebec
City-based MIL Davie shipyard last week after it said an
international consortium did not foot a C$32 million  
payment for the construction of two offshore drilling
platforms.

"If they clean the mess and they have a good restarting
project, we have all our regular government programs that
would be usable in terms of guarantees to export," Quebec
Finance Minister Bernard Landry told reporters Thursday,  
after meeting with Dominion Bridge and union officials.

Dominion Bridge's problems come two years after it bought
the MIL Davie shipyard for C$1 from the government of this
French-speaking province. The Quebec Liberal opposition in
the provincial legislature called for an investigation of
the deal. In 1991, the governments of Canada and Quebec
bailed out MIL Davie with more than C$300 million.

Landry said Wednesday the only solution to save the MIL
Davie shipyard would be for Dominion Bridge to declare
bankruptcy. Asked Thursday if Quebec was looking at a
consortium that could take over Dominion's Bridge
operations,  Landry said he was looking at all sort of
scenarios.

He, however, said the Montreal shipyard was a lost cause.  
(1$=$1.54 Canadian){Reuters:International-09/03/98)


HARRAH'S JAZZ: Still No Opening Date
------------------------------------
After more than 21/2 years of bankruptcy reorganization,
the New Orleans land casino does not have a projected
opening date, although its  primary partner says it is
moving toward one.

The casino could be ready for gambling about a year after
it emerges from federal bankruptcy court, a spokesman for
Harrah's Entertainment Inc. said Wednesday.

The project's partners sought refuge in bankruptcy court in
1995 after closing their temporary gambling hall and
halting construction on the permanent site at the foot of
New Orleans' Canal Street.

Currently, the Louisiana Gaming Control Board is awaiting
the completion of background checks on the primary officers
of Jazz Casino Corp., the new company that will own the
project.

Harrah's Entertainment, which held majority interest in
now-bankrupt Harrah's Jazz Co., will be a minority partner
in Jazz Casino and will manage the project. Owners of $430
million in Harrah's Jazz junk bonds will hold  
majority interest.

"We're not really putting a projected opening date on it
until it comes out of bankruptcy, although the expectation
is within a year after that takes place," said Harrah's
Entertainment spokesman Ralph Berry.

Mr. Berry said the project is working on a fall timetable
for completing the bankruptcy court proceedings. After
that, construction work will resume on the unfinished
casino building at the edge of the French Quarter.

A late 1999 opening date would mean that more than seven
years passed from the time the Legislature legalized the
casino to the first time the permanent casino opens its
doors to the public.

On Thursday, U.S. Bankruptcy Judge T.M. Brahney III will be
asked to approve a financing change for the revived
project. Harrah's Entertainment wants to provide $12.5
million of new financing, while guaranteeing a bank
loan for another $12.5 million.

The money will be used in part for design changes and
equipment enhancements to meet competition from other
casinos, such as those on the Mississippi Gulf  
Coast, according to a disclosure statement filed in court.

Some industry analysts have said that large hotel-casino
resorts on the coast will provide stiff competition for the
New Orleans casino.

The original project collapsed after New Orleans failed to
meet Wall Street projections from the early 1990s of
becoming a destination point for tourist-gamblers.

Harrah's Entertainment has agreed to forgo interest
payments on $40.1 million that the company has lent the
project to keep it alive in bankruptcy.  That will save the
project about $5.5 million.

The construction cost of finishing the casino has risen
from $129.4 million to $140.7 million, the disclosure
statement said.

If Judge Brahney approves, creditors will vote on the
proposal, a process expected to take five to six weeks.
(Dallas Morning News - 09/03/98


HOMEPLACE STORES: Seeks $1.3M Confirmation Fee For New CEO
----------------------------------------------------------
HomePlace Stores Inc. is asking the court to approve an
employment agreement for its new chief executive officer
that includes a $1.25 million confirmation fee if a
reorganization plan goes into effect by Dec. 30, 1999,
additional bonuses, and a $450,000 annual salary. Lawrence
Pollock joined HomePlace in January 1997 as chief operating
officer and became president in October 1997.  He would
replace founder Robert Hurwitz as CEO while Hurwitz
remains on as chairman. The employment agreement, which
runs through June 30, makes Pollock eligible for a
confirmation fee of $1.25 million in cash as
well as one, $500,000 allowed general unsecured claim in
the HomePlace case. (Federal Filings Inc. 4-Sep-98)


HOMEOWNERS MORTGAGE: HomeCapital Disputes $84.9M Claim
------------------------------------------------------
HomeCapital Investment Corporation (Nasdaq: HCAP) announced
today that it will dispute the $84.9 million claim  
(subject to credits) lodged by Fannie Mae in connection
with the bankruptcy reorganization proceedings of
HomeOwners Mortgage & Equity, Inc., the wholly-  
owned subsidiary of HomeCapital.

The claim, which was lodged on August 31, 1998, purports to
be based upon loans sold that Fannie Mae alleges were
ineligible, contained breaches of warranty or are otherwise
nonperforming and other breaches of contract. Fannie
Mae acknowledges that much of the claim is unliquidated,
contingent or unmatured, and that a substantial portion of
the claim is based upon "projection."

The Company said that Home will vigorously dispute the
claim because, among other reasons, it is speculative, does
not make appropriate allowance for the residual value of
the criticized loans, and apparently does not account for
FHA  insurance recovery on nonperforming loans.  In
addition, the Company and Home are considering substantial
counter-claims against Fannie Mae.

As previously reported, the unexpected termination by
Fannie Mae of its Mortgage Selling and Service Contract
with Home without notice on March 24, 1998, precipitated
the bankruptcy reorganization filing by Home on May 4,
1998.   The Company is actively seeking to develop a plan
of reorganization that will utilize any residual enterprise
value of Home, as well as the public ownership  
characteristics of HomeCapital, for the benefit of
stockholders and creditors.


INTERNATIONAL WIRELESS: Files for Chapter 11                    
--------------------------------------------                          
International Wireless Communications Holdings, Inc.
("IWCH"), an operator, owner and developer of wireless
communications networks in major emerging markets in Asia
and Latin America, announced today that it has filed a
voluntary petition for relief under Chapter 11 of Title 11
of the United States Code (the Bankruptcy Code").

The filing was made in the U.S. Bankruptcy Court in the
district of Delaware in Wilmington. The company's finances
and a number of its businesses have been adversely affected
by the financial and political instability in Asia.

The company also filed related Chapter 11 petitions for
four of its subsidiaries: International Wireless
Communications, Inc.; Radio Movil Digital Americas, Inc.;
International Wireless Communications Latin America
Holdings, Ltd.; and Pakistan Wireless Holdings Limited
(collectively, together with IWCH, the "Debtors").

The filing is intended to protect the Debtors from their
creditors while they develop a reorganization plan. It also
allows the Debtors to continue operations in the normal
course of business while obtaining relief from the  
immediate collection of obligations owed to existing
creditors.

The Debtors also stated that they are actively engaged in
negotiating an agreement among their principal unsecured
creditors and their largest shareholder, Vanguard Cellular
Operating Corp. ("Vanguard"), which is expected  
to form the basis for a plan of reorganization for the
Debtors. It is also expected that, as part of the
reorganization plan, the Debtors would receive  
DIP financing.


LEVITZ FURNITURE: Needs Time to Assume or Reject Leases
-------------------------------------------------------
The debtor, Levitz Furniture Incorporated, et al., is
seeking an order extending the time within which the
debtors may assume or reject their unexpired leases of
nonresidential real property to which one or more of the
debtors is a lessee.

The debtors are seeking authorization to enter into an
amendment of their postpetition credit facility.  The
debtors have negotiated a second term loan of not less than
$20 million and not more than $30 million.

This money will be used to pya down a portion of the
borrowings under the revolving line of credit part of the
DIP facility, thereby increasing the debtors' credit
availability under that portion of the DIP facility.  This
increase in availability under the revolving line of credit
is critical to the debtors' reorganization.  The debtors
believe that the Term Lender is willing to lend against the
existing collateral package primarily because it believes
there is underused value in the debtors' owned and leased
real property.  The Term Lender wants the debtors' fee and
leasehold interests in real property - key collateral it is
looking to as security for the new term loan- to be
protected through the maturity date of the DIP Facility.
The New Term Loan provides that the debtors need to obtain
an order extending their time to assume or reject leases
until March 31, 1999.

The debtors request that the court enter an order extending
the time within which the debtors may move to assume or
reject the unexpired leases for 152 days until and through
March 31, 1999.


LIFEONE: Challenges Involuntary Filing by Debenture Holders
-----------------------------------------------------------
LifeOne Inc. (OTCBB:NAAC), formerly National Affiliated
Corporation, announced today that two convertible debenture
holders named in LifeOne's shareholder lawsuit alleging a
fraudulent stock shorting scheme, and a third party have
filed an involuntary bankruptcy petition against LifeOne in
the Western District of Louisiana.

LifeOne expects the petition to be summarily dismissed.  
Damages will be sought by LifeOne after the petition is
dismissed for having been wrongfully filed.

Arcadia Mutual Fund Inc. and Asia Equities Inc., the two
petitioners named in LifeOne's shareholder lawsuit,
(Company press release 7/22/98), did not disclose in their
petition that they are named defendants in the shareholder  
RICO lawsuit.  According to company attorneys, the filing
of an involuntary bankruptcy motion requires at least three
petitioners having no disputed claims with the company
against which the action is taken.  The shareholder
lawsuit  alleges among other things, that the amounts owed
to Arcadia Mutual Fund Inc. and Asia Equities Inc. are in
dispute.

The third petitioner, also a debenture holder, is Black Sea
Investments Ltd., a Turks and Caicos company.  Black Sea
had previously disrupted the operations of LifeOne by
causing the company's May 29, 1998 special shareholder
meeting to be delayed, and has made frequent threats and
unreasonable demands of the company, according to company
officials.  The company also said that Black Sea's  
president had discussed settlement proposals with LifeOne's
attorney.  He also discussed scheduling a settlement
meeting between principals to be held this  week but failed
to disclose that Black Sea had prepared an involuntary  
bankruptcy petition for filing.

The company is strongly challenging the petition.  Brent
Chapel, chief financial officer of LifeOne, said, "The
company's attorneys are filing motions to dismiss this
action.  The motions will state that the petition has many  
flaws, all of which would make this filing frivolous at
best.  This is yet another attempt by named debenture
holders to further short the stock of LifeOne by taking
advantage of recent stock market volatility."

LifeOne recently announced the successful completion and
filing of the statutory audits of its two insurance
subsidiaries, Maryland Southern Life Insurance Company and
National Affiliated Investors Life.  These audits are  
required each year to keep a certificate of authority to do
business.  Both companies have operated profitably in 1998.


MOBILEMEDIA: Arch Modifies Merger Agreement
-------------------------------------------
Arch Communications Group, Inc. (Nasdaq: APGR) today
announced an agreement in principle to make certain  
modifications to the Merger Agreement dated August 18, 1998
between Arch and MobileMedia Corporation.

In response to recent capital markets volatility, and in
order to provide greater closing certainty with respect to
Arch's pending acquisition of MobileMedia, Arch has agreed
to modify the terms of the Rights Offering to MobileMedia's
unsecured creditors to incorporate a Market Price
Protection Mechanism.  In the event such Market Price
Protection Mechanism is triggered, MobileMedia unsecured
creditors would be entitled to purchase shares of
Arch  common stock at a lower price and Arch shareholders
would receive lower priced  warrants, or at their option,
rights to maintain a fully diluted equity interest equal to
32.175% of the combined company.  Specifically, the
principal terms of such modifications are:

1. Following the entry of an order by the Bankruptcy Court
confirming the Amended Plan of Reorganization, there will
be an additional measurement period for the market value of
Arch's common stock used to compute the number of shares
issued in the Rights Offering to MobileMedia's unsecured  
creditors.

2. In the event that the price of Arch's common stock
during the subsequent market price measurement period, as
calculated in accordance with the agreement, is below $6.25
per share, then the Market Price Protection Mechanism would
apply.

3. The Market Price Protection Mechanism would adjust the
exercise price of the rights issued to MobileMedia's
unsecured creditors to 80% of Arch's stock price as
measured during this subsequent market price measurement  
period, but in no case would the rights exercise price be
set at less than $2.00 per share.  In the event of any such
adjustment, no warrants to purchase common stock would be
issued to MobileMedia's unsecured creditiors.

4. If the Market Price Protection Mechanism were triggered,
Arch shareholders would receive rights to acquire shares of
Arch common stock which, if exercised, would cause Arch
shareholders to maintain a 32.175% pro forma fully diluted
equity interest of the combined company.  The right to
subscribe for additional shares of Arch common stock would
be at the same exercise price as the rights issued to
MobileMedia's unsecured creditors.

5. To the extent Arch shareholders elect to receive
warrants to acquire shares of Arch common stock, such
warrants, if fully exercised, would be exercisable until
September 1, 2001 at a fixed exercise price reflecting a  
20% annually compounded premium (calculated through
September 1, 2001) over the exercise price of the rights.  
Assuming a December 31, 1998 closing date, and
depending on the exercise price of the rights distributed
to MobileMedia unsecured creditors, the warrants to be
received by Arch shareholders, if the Market Price
Protection Mechanism is triggered, would have an exercise
price  ranging between $3.25 and $8.11 per share.

6. The four major institutions acting as standby purchasers
for the Rights Offering would continue to receive warrants
to purchase 2.5% of the pro forma fully diluted equity
interest of the combined company if the Market Price
Protection Mechanism is triggered.  Such warrants would be
identical to those issued to Arch shareholders.

C. Edward Baker, Jr., chairman and chief executive officer
of Arch, said: "We have agreed to such amendments to the
Merger Agreement and Standby Purchase Commitments in order
to secure greater transaction certainty in the event that
current volatile capital markets still apply at the time of  
the Rights Offering.  In the event that the Market Price
Protection Mechanism is not triggered during the subsequent
market price measurement period, then all aspects of the
original Merger Agreement remain intact."

Joseph A. Bondi, chairman-restructuring of MobileMedia and
managing director of turnaround consultants Alvarez &
Marsal, Inc., commented: "We are delighted  that we have
been able to negotiate a satisfactory arrangement
with Arch, the  Standby Purchasers, and the Official
Committee of Unsecured Creditors which  addresses the
interests of all concerned, and which will afford us the  
opportunity to move expeditiously to confirm MobileMedia's
Amended Plan of Reorganization."

Arch plans to file an 8-K with the amended agreements
shortly.  A Bankruptcy Court hearing to consider a motion
by MobileMedia to approve certain provisions of the Merger
Agreement, including certain mutual no-shop and exclusive
dealing provisions, break-up fees to Arch and
MobileMedia, and reimbursement of a portion of Arch's
expenses, is scheduled for 10:30 a.m. on September 4, 1998
in the United States Bankruptcy Court for the District of
Delaware.


MOBILEMEDIA: Completes Tower Sale to Pinnacle
---------------------------------------------
MobileMedia Corp. (i) the closing of MobileMedia's  
previously announced sale of 163 transmission towers to
Pinnacle Towers Inc. for $170 million in cash;

MobileMedia said that the sale of its tower site assets to
Pinnacle, approved by the U.S. Bankruptcy Court for the
District of Delaware on Aug. 10,1998, represents
significant progress towards completion of its Chapter 11
proceeding and is a key component of its Merger Agreement
with Arch Communications Group.

MobileMedia has distributed the $170 million cash proceeds
to its secured creditors, who have a lien on such assets to
secure the principal amount of $649 million owing to them.

"The successful and timely completion of the sale of our
transmission towers has enabled us to reduce our secured
debt substantially and move one step closer to emergence
from Chapter 11," said Joseph A. Bondi, chairman,  
restructuring, MobileMedia, and managing director of
turnaround consultants Alvarez & Marsal.

"The proceeds from the tower sale were used to repay $170
million of our pre-petition secured debt, which is the
first step in our plan to provide 100 percent recovery to
our secured creditors. The payment of the tower sale  
proceeds to the secured creditors also satisfies one of the
conditions of our merger agreement with Arch
Communications," Bondi added.

Under the terms of the tower sale to Pinnacle, announced
July 8, MobileMedia will continue to own and utilize
transmitters, antennas and other equipment located on the
163 towers through a lease arrangement for an initial lease  
period of 15 years at an aggregate annual rental of $10.7
million.

In addition to the towers sold to Pinnacle, MobileMedia
leases space on more than 4,000 transmissions towers
nationwide for its paging transmission systems.


MONTGOMERY WARD: Seeks To Sell 2 Properties For $4M
---------------------------------------------------
Montgomery Ward & Co. is seeking approval to sell two
former sites, one in California for $3.3 million and the
other in North Carolina for about $1 million. The
Walnut Creek, Calif., site once housed the retailer's
credit center, however, Montgomery Ward no longer operates
a credit center on the property. Subsidiary Seventh Mont
Corp., which owes $1.1 million (plus interest from June 15)
under the mortgage on the property, contracted to sell the
site to Thomas Properties Inc. on Aug. 18, subject to court
approval. Montgomery Ward operated a store on the 10.66-
acre site in New Bern, N.C., until June 16, when it
received authorization to close a number of stores and
conduct going-out-of-business sales. The retailer signed a
contract to sell the property to Zachary Taylor of New Bern
on Aug. 24, subject to court approval. A sale hearing is
set for Sept. 14. (The Daily Bankruptcy Review and ABI
Copyright c September 4, 1998)


OXFORD HEALTH: Accreditation Rank Drops
---------------------------------------
The National Committee for Quality Assurance down-graded
Oxford two notches to "provisional" from "full"
accreditation citing financial and data-management
problems.  The lowering of the accreditation status
reflects concerns that Oxford's financial and data problems
could prompt providers to leave, cause an erosion in
membership services and member satisfaction, and disrupt
quality-management and improvement programs.

Oxford said the agency's decision apparently was based
mostly on issues that the company has recently addressed
with a $710 million recapitalization, a sweeping management
change, and the development of a turnaround plan.  "We will
continue to work with NCQA to ensure that we meet all of
their standards" when the company is reviewed again next
year, Oxford said.


PARTY WORLD: Seeks Order Appointing Responsible Person
-------------------------------------------------------
Party World Inc., and Party America Inc., debtors, are
seeking an order appointing Robert Berger as responsible
party for the debtors.

Recently, Martin Allen, the debtors' sole remaining officer
and only active member of the debtors' board of directors,
resigned.  Mr. Berger will receive $2,500 per month for his
services.  The alternative to Mr. Berger's appointment
would be conversion to Chapter 7, and that would delay
distributions to administrative creditors and add another
layer of costs in already administratively insolvent
estates.


PETRIE RETAIL: Wins Nod For $4.5M Interim CIT DIP Pact Use
----------------------------------------------------------
Petrie Retail received interim approval Monday to borrow up
to $4.5 million in cash advances and letters of credit from
The CIT Group/Business Credit Inc., pending a final hearing
on their $20 million debtor-in- possession financing
agreement.  The apparel retailer also can utilize up to
$3.5 million under a $6.5 million vendor credit line from
The CIT Group/Commercial Services Inc. (Federal Filings
Inc. 4-Sep-98)


TENNEY ENGINEERING: Files For Bankruptcy Protection
---------------------------------------------------
On August 31, 1998 Tenney Engineering, Inc. and its wholly
owned subsidiary, DynaTenn, Inc., filed for protection from
creditors under Chapter 11 of the Federal Bankruptcy Code
on August 25, 1998 in U.S. Bankruptcy Court for the  
District of New Jersey, Newark, New Jersey, under Case
Numbers 98-40978 RG and 98-40979 RG, respectively.
(States SEC - 09/03/98)


WINTERSILKS,INC: Seeks To Increase Post-Petition Financing
----------------------------------------------------------
The debtor, WinterSilks, Inc. filed a motion with the
court asking for an order authorizing the debtor's
emergency motion of authorization for the debtor to
increase post-petition financing to $3.85 million, to be
heard on an expedited bases.  A hearing will be held on
September 10, 1998.

The debtors states that if it is unable to obtain an
immediate increase in its pot-petition financing, it will
be unable to function during its peak season. It will then
have no alternative but to cease operations.  The proposed
increase to $3.85 million of the debtor's post petition
financing facility will carry the debtor through its peak
season.                  
                   
                      *********

Meetings, Conferences and Seminars
----------------------------------

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

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

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

September 23-24, 1998
   MINNESOTA STATE BAR ASSOCIATION
      1998 Bankruptcy Institute
         Regal Minneapolis Hotel, Minneapolis, Minnesota
            Contact: Minnesota CLE
            
September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      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
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 9-13, 1998
   NATIONAL CONSUMER LAW CENTER
      7th Annual Consume Rights Litigation Conference
         San Diego, California
            Contact: 1-617-523-7398

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

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

November 9-10, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Restructurings: Asia
      Indonesia * Thailand * South Korea
         The Radisson Empire Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

November 20-23, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      78th Eastern District Meeting
         New York Marriott World Trade Center, New York City
            Contact: Warren Pinchuck, New Hyde Park, New York

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '98
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

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

Febraury 28-March 3, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1998
   NORTON INSTUTUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

                      *********

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  * * *