TCR_Public/981203.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
  Thursday, December 3, 1998, Vol. 2, No. 236
                 
                 Headlines

AAMES FINANCIAL: In Discussions Regarding $100M Capital
AMERICAN STANDARD: Files Prospectus for $500 Million Issue
AMF BOWLING: Amends Registration Statement
AMF BOWLING: Kelso Partners Holds 9.8% Equity Stake
APRIA HEALTHCARE: Certain Investors Hold 13.2% Equity Stake

APRIA HEALTHCARE: Third Amendment to Form 10-K
BOSTON BED & BATH: Forced Into Bankruptcy By Competition
BRADLEES, INC.: Supplements Prospectus for New Stock/Notes
BROOKE GROUP: Redeeming 11.5% Series B & 19.75% Series C Notes
BROOKE GROUP: Selling 3 Cigarette Brands to Philip Morris

GLOBALSTAR TELECOMM: Registers Ltd. Partners' Shares
GRAND UNION: Reorganized Debtor Reports Operating Losses
GREATE BAY: Third Quarter Results Disclosed
HEARTLAND WIRELESS: Third Quarter Results
HONDO OIL: Special Shareholders' Meeting December 23

HUNGARIAN BROADCASTING: Announces Quarterly Results
LANDCARE USA: Gabriel & Ariel Hold 7.5% Equity Stake
LATTICE SEMICONDUCTOR: Seligman Reports 9.82% Equity Stake
MARTIN COLOR-FI: UVEST Lightens Equity Stake
MARVEL ENTERTAINMENT: Third Quarter Results of Operations

MEGO MORTGAGE: Delays Filing Annual Report on Form 10-K
MONTGOMERY WARD: HQ Buyer Returns With Different Offer
MRS TECHNOLOGY: October, 1998 Monthly Operating Report
NUMED HOME: CEO Resigns at Turkey Vulture's Behest
NUMED HOME: Turkey Vulture Fund Sued

ONCOR, INC.: Surrenders Assets to Satisfy Debt Obligation
OPHTHALMIC IMAGING: Shareholder Meeting on January 7
OXFORD HEALTH: Amends Stock Purchase Agreement
PAYLESS CASHWAYS: Cuts Four Executive Jobs
PEGASUS GOLD: $20M Financing Offer From Standard Bank

PORTACOMM WIRELESS: Restates Balance Sheet
QUADRAX CORPORATION: Third Quarter Results Announced
SA TELECOMMUNICATIONS: July 1998 Monthly Operating Report
SANTA FE GAMING: Pioneer Amends Exchange Offer
SIZZLER INTERNATIONAL: Half-Year Results Announced

SPECTRUM INFORMATION: May File Another Chapter 11
SUN TV: First Ever Internet GOB Sale
TAPISTRON INTERNATIONAL: 1998 Annual Meeting Scheduled
USN COMMUNICATIONS: Shareholder Files Suit
WELCOME HOME: Corrects Clerical Errors in Latest Form 10-Q

                 *********

AAMES FINANCIAL: In Discussions Regarding $100M Capital
-------------------------------------------------------
AAMES FINANCIAL CORPORATION (NYSE: AAM), a leader in
subprime home equity lending, reported results for the
first fiscal quarter ended September 30, 1998. The
Company also announced that it is in exclusive, substantive
discussions with a private equity fund, with respect to a
proposal pursuant to which up to $100 million would be
invested in the Company.

In connection with these discussions, the Company has
agreed to reimburse the fund for its out-of-pocket expenses
and to pay certain fees, including a fee payable in certain
circumstances if the Company consummates an alternative
strategic transaction.

Cary H. Thompson, Aames chief executive officer, said,
"Although the Company is currently seeking additional
credit facilities, current market conditions have severely
hampered the Company's ability to obtain additional
warehouse or residual facilities. Further, the Company's
liquidity constraints have been exacerbated by the drop
in home equity stock prices and the consequent
unavailability of the capital markets. The weakness in the
securitization market has caused the Company, along with
other subprime home equity lenders, to seek refuge in the
whole loan market. This has created an abundance in the
supply of loans in that market which has resulted in
lowering the prices paid and tightening the underwriting
guidelines applied by the whole loan purchasers. The
Company has raised its prices and modified its underwriting
guidelines in response to these changes the effect of which
will decrease loan production in the current quarter. If
the Company cannot obtain additional credit lines secured
by its interest-only strips and residual assets or
additional equity capital in the next 30 days, it
may have to engage in extraordinary transactions, such as
seeking subservicing arrangements that include the
obligation to make servicing advances or strategic
asset sales, to provide the liquidity necessary to operate,
albeit on a much smaller scale."

The Company reported revenue for the quarter was $77.0
million, down slightly from $77.9 million from last year's
first fiscal quarter. Net income for the quarter was $448
thousand, compared to net income of $13.1 million for
the same period a year ago. On a basic and diluted per
share basis, net income per share for the quarter totaled
$0.01, compared to $0.47 and $0.40, respectively, in the
prior year period.

The decrease in revenues and net income primarily reflects
a $15.3 million loss the Company incurred on its hedge
positions expiring in September and December 1998 which
reduced its gain on sale. For the first fiscal quarter,
gain on sale, including net unrealized gain on valuation of
interest-only strips, was $44.1 million, down 11.3 percent
from $49.8 million recorded in last year's first quarter.
During the first fiscal quarter, the Company, as it has
done historically, hedged its fixed rate pipeline by
purchasing hedges against U.S. Treasuries. In the past,
changes in Treasury rates were generally reflected in
the pass-through rates of the fixed rate portion of the
Company's securitization. During 1998's first fiscal
quarter, unsettled market conditions resulted in a loss on
the Company's hedge position without an equivalent benefit
from reductions in the pass-through rate paid on
certificates sold in the fixed rate portion of the
Company's securitization.

The Company said that future earnings may be affected by a
change in accounting being proposed by the FASB.
The Company announced that its board of directors has
canceled the regular quarterly cash dividend until such
time as the Company's earnings and cash flow improve.

         
AMERICAN STANDARD: Files Prospectus for $500 Million Issue
----------------------------------------------------------
Preparing to issue $500,000,000 of Debt Securities in the
public market, American Standard Inc. (as Issuer) and
American Standard Companies Inc. (as Guarantor) filed a
Registration Statement with the SEC last week.  

American Standard is a globally oriented manufacturer of
high quality, brand-name products in three major product
groups:

air conditioning systems (60% of 1997 sales);
bathroom and kitchen fixtures and fittings (24% of 1997
sales); and braking and control systems for medium-sized
and heavy  trucks, buses, trailers and utility vehicles
(16% of 1997 sales).

American Standard is a market leader in each of these
business segments in the principal geographic areas in
which it competes. The Company's brand names include
TRANE(R) and AMERICAN STANDARD(R) for air conditioning
systems, AMERICAN STANDARD(R), IDEAL STANDARD(R),
STANDARD(R) and PORCHER(R) for plumbing products, WABCO(R)
for braking and related systems and LARA(R), Copalis(R) and
DiaSorin(TM) for medical diagnostic systems. The Company
emphasizes technologically advanced products such as air
conditioning systems that utilize energy-efficient
compressors and environmentally preferred refrigerants,
water-saving plumbing products and commercial vehicle
braking and related systems (including antilock braking
systems, "ABS") that utilize  electronic controls. At
December 31, 1997, American Standard had 108 manufacturing
facilities in 35 countries.

American Standard intends to use the net proceeds from the
sale of debt securities for general corporate purposes,
which may include the repayment of outstanding debt, stock
repurchases, certain investments, acquisitions, additions
to working capital or capital expenditures.


AMF BOWLING: Amends Registration Statement
------------------------------------------
AMF Bowling, Inc., submitted Prospectus Supplement No. 1 to
its Prospectus Dated November 6, 1998, registering
$1,125,000,000 of Zero Coupon Convertible Debentures due
2018 and shares of commom stock issuable upon conversion,
redemption or repurchase of the notes.  


AMF BOWLING: Kelso Partners Holds 9.8% Equity Stake
---------------------------------------------------
In a Form 13D filed with the SEC last week, Kelso Partners
V, L.P., and its reporting affiliates disclose ownership of
a 9.8% equity stake in AMF Bowling, Inc.


APRIA HEALTHCARE: Certain Investors Hold 13.2% Equity Stake
-----------------------------------------------------------
San Diego-based Relational Investors, LLC, and its
affiliates disclosed last week that it holds a 13.2% equity
stake in Apria Healthcare Group, Inc.  The disclosure was
made under cover of Form 13D filed with the SEC last week.  

As previously reported, on February 3, 1998, RILLC entered
into a Stockholder Agreement (the "Stockholder Agreement")
with JLL Argosy Apria, LLC, CIBC WG Argosy Merchant Fund 2,
LLC, Joseph Littlejohn & Levy Fund III, L.P., HBI
Financial, Inc. and the Company.  The Stockholder Agreement
contained certain provisions that might have resulted in
the acquisition by the Investor from the Company of shares
of Common Stock and warrants exercisable for shares of
Common Stock and a change in the Board of Directors of the
Company.  In April 1998, the transactions contemplated by
the Stockholder Agreement were terminated without any
obligation to any party.


APRIA HEALTHCARE: Third Amendment to Form 10-K
----------------------------------------------
Amending a footnote to its financial statements for the
year ended December 31, 1997, Apria Healthcare Group, Inc.,
filed a Third Amendment to its latest Form 10-K filed with
the SEC.  Copies of Apria's SEC filings are available at no
charge at http://www.sec.gov/cgi-bin/srch-
edgar?APRIA+adj+HEALTHCARE via the Internet.

As previously reported, Apria reported a net loss of $210
million (unaudited) for the nine months ended September 30,
1998 and projects a loss for the year primarily due to
reductions in Medicare reimbursement rates, and charges
taken in the third quarter including: (1) recognition of
impairment in its goodwill and other intangible assets, (2)
charges taken in conjunction with exiting certain product
lines in specific geographic areas, (3) high levels of bad
debt write-offs and revenue adjustments, and (4) impairment
of certain long-lived assets and internally developed
software. As a result of the losses, the accumulated
deficit increased to $460 million (unaudited) at September
30, 1998.  Despite the losses recognized during the nine
months ended September 30, 1998, the Company generated cash
flow from its operations of $100 million (unaudited).


BOSTON BED & BATH: Forced Into Bankruptcy By Competition
--------------------------------------------------------
Stiff Competition Forced Boston Bed & Bath into Chapter 11
The Sharon, Mass.-based Boston Bed & Bath chain reported
that it had filed for chapter 11 last week, according to
The Boston Globe. Citing stiff competition from such chains
as Linens`N Things and Bed Bath & Beyond Inc., the New
England chain nevertheless is confident that it will
ultimately emerge from bankruptcy protection and has made
no announcements about possible layoffs or store closings.
The company anticipates full inventory for the holidays and
no interruption in business.


BRADLEES, INC.: Supplements Prospectus for New Stock/Notes
-----------------------------------------------------------
Bradlees, Inc., has delivered a Supplement to its
Prospectus filed on Form S-1 with the SEC, registering
7,267,424 shares of Common Stock in Bradlees, Inc., and
$36,000,000 of 9% Convertible Notes to be issued by
Bradlees Stores, Inc., pursuant to the Debtors' recently
confirmed Plan of Reorganization.


BROOKE GROUP: Redeeming 11.5% Series B & 19.75% Series C Notes
--------------------------------------------------------------
On November 25, 1998, Brooke Group announced that Liggett
will call for redemption on December 28, 1998 all of its
outstanding 11.50% Series B and 19.75% Series C Senior
Secured Notes due 1999 (collectively, the "Liggett Senior
Secured Notes"). On the redemption date, the $144.9 million
principal amount of the Liggett Senior Secured Notes will
be redeemed for 100% of the principal amount thereof plus
accrued interest.


BROOKE GROUP: Selling 3 Cigarette Brands to Philip Morris
---------------------------------------------------------
On November 20, 1998, Brooke Group Ltd. and certain of its
affiliates entered into an agreement with Philip Morris,
Inc., relating to, among other things, the purchase by PM
of three of Liggett Group's cigarette brands, L&M,
Chesterfield and Lark, and a commitment by Brooke Group and
Liggett to join the Master Settlement Agreement recently
reached among 46 states, the tobacco industry and others.

Philip Morris will make an initial payment of $150 million
within 10 days as an option fee, with a $150 million
balance to be paid upon exercise of various options by
Philip Morris.


GLOBALSTAR TELECOMM: Registers Ltd. Partners' Shares
----------------------------------------------------
Globalstar Telecommunications Limited submitted a
Prospectus to the SEC last week to register 717,600 shares
of common stock for the benefit of entities who acquired
shares of GTL common stock from Loral Space &
Communications Ltd. on November 5, 1998 in connection with
the exchange of limited partnership interests in
Globalstar, L.P. for GTL common stock.  The Company is
represented by Bruce R. Kraus, Esq., at Willkie Farr &
Gallagher.


GRAND UNION: Reorganized Debtor Reports Operating Losses
--------------------------------------------------------
For the eight week period ending October 10, 1998, The Grnd
Union Company reports a $19.4 million net loss.  

On August 17, 1998 (the "Effective Date"), The Grand Union
Company (the "Company") consummated its plan of
reorganization under Chapter 11 of the Bankruptcy Code (the
"Plan of Reorganization") pursuant to the August 5, 1998
Confirmation Order of the United States Bankruptcy Court
for the District of New Jersey. Consummation of the Plan of
Reorganization has resulted in a capital restructuring of
the Company, whereby approximately $600 million in Old
Senior Notes has been eliminated from the Company's balance
sheet, reducing annual interest expense by approximately
$72 million.

Consummation of the Plan of Reorganization has resulted in
(i) the issuance of 30,000,000 shares of New Common Stock
to the holders of the Company's Old Senior Notes; (ii) the
issuance of New Series 1, Series 2 and Series 3 Warrants to
the holders of the Company's Old Preferred Stock; (iii) the
issuance of New Series 1 Warrants to holders of the
Company's Old Common Stock; and (iv) cancellation of the
Company's Old Senior Notes, Old Preferred Stock, Old Common
Stock, Old Series 1 and Series 2 Warrants and Old Stock
Options. As of October 1, 1998, the Company's new common
stock began trading on the NASDAQ National Market under the
ticker symbol GUCO.


GREATE BAY: Third Quarter Results Disclosed
-------------------------------------------
Winding their way through the chapter 11 process, Greate
Bay Casino Corporation and its subsidiaries, posted $25
million in net income (after an extraordinary gain) on $1.5
million in revenues during the third quarter ending
September 30, 1998.  The Company's balance sheet reflects
$21 million in assets available to satisfy $139 million of
accumulated debt obligations.  


HEARTLAND WIRELESS: Third Quarter Results
-----------------------------------------
Shareholder equity plunged and operating losses soared
during the third quarter at Heartland Wireless
Communications, Inc.  

Wireless cable television and high-speed Internet access
businesses are capital intensive, the company reminds
investors. Since inception, the Company has expended funds
to lease or acquire channel rights and operating
subscription video systems in various markets, to construct
new subscription video systems and a developmental Internet
access business, and to finance system operating losses.  
The Company's primary sources of capital have been from
subscription fees, debt financing, the sale of the
Company's common stock and the sale of wireless cable
channel rights that were not part of the Company's
strategic plan. The growth of the Company's businesses
requires substantial investment in capital expenditures for
SFU and MDU video subscriber growth, the development of
alternative spectrum usages such as high-speed Internet
services and the launch of additional markets. The recent
approval by the FCC of flexible two-way use of the
Company's spectrum could open new applications such as
high-speed two-way data and fixed wireless local-loop
telephony services that would require additional capital
resources to develop and implement.

All that said, however, the Company does not expect to
generate sufficient cash flows to implement its business
plan and service its existing indebtedness.  In January
1998, the Company retained Wasserstein Perella & Co., Inc.
as its financial advisor to assist the Company in
evaluating the options available to finance the Company's
business plan and recapitalize the Company. In June 1998,
the Company began discussions with an unofficial ad hoc
committee purporting to represent the holders of at least
66 2/3% of the principal amount of the Company's $115
million 13% Senior Notes ("13% Notes") due 2003 and $125
million 14% Senior Notes ("14% Notes") due 2004
(collectively, the "Senior Notes") regarding a
restructuring and/or recapitalization of the Senior Notes.
On October 6, 1998, the Company announced that it had
reached an agreement with the holders of a majority in
principal amount of the Senior Notes to support a plan of
reorganization (the "Plan of Reorganization"). This Plan of
Reorganization, if consummated, will convert the Senior
Notes, the Company's $40.2 million original principal
amount of 9% Convertible Subordinated Discount Notes due
2004 (the "Convertible Notes"), certain litigation claims
and existing common stock into new common stock and
warrants of the reorganized Company.

The Company intends to implement the Plan of Reorganization
by filing a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code ("Chapter 11") as soon as practical, and
seeking confirmation of the Plan of Reorganization as
promptly thereafter as possible. There can be no assurance
that, if filed, such Plan of Reorganization will be
confirmed or consummated.


HONDO OIL: Special Shareholders' Meeting December 23
----------------------------------------------------
Hondo Oil & Gas Company has notified its shareholders that
a Special Meeting of Stockholders will be held on December
23, 1998 at 10:00 a.m., New York Time, at the offices of
Parker Chapin Flattau & Klimpl, 18th Floor, 1211 Avenue of
the Americas, New York, New York 10036, for the following
purposes.

1.  To consider and vote upon a proposal to adopt an
Agreement and Plan of Merger, dated October 12, 1998  (the
"Merger Agreement"), by and among the Company, HOGC
Acquisition Corporation (the "Purchaser"), a Delaware
corporation and an indirect wholly owned subsidiary of
Lonrho Plc (the "Parent"), and the Parent, and to approve
the related proposed merger (the "Merger") of the Purchaser
with and into the Company.  As a result of the Merger, the
Company will become a wholly owned subsidiary of the Parent
and each issued and outstanding share of Common Stock, par
value $1.00 per share (the "Shares"), of the Company (other
than Shares owned by the Parent or any subsidiary of the
Parent, Shares held in treasury by the Company and Shares
held by stockholders who perfect appraisal rights under
Delaware law) will be converted into the right to receive
$0.05 per Share net in cash, without interest thereon.  The
Merger and the Merger Agreement are more fully described in
the attached Proxy Statement which forms a part of this
Notice.

2.   To transact such other business as may properly come
before the Special Meeting.

Hondo advises its shareholders that, on October 9, 1998, a
Special Committee of the Board of Directors of the Company,
consisting solely of Directors not affiliated with Parent,
and the entire Board of Directors of the Company,
unanimously determined that the Merger Agreement and the
transactions contemplated thereby, including the Merger,
are fair to and in the best interests of the unaffiliated
stockholders of the Company, and approved the Merger
Agreement and the transactions
contemplated thereby, including the Merger.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
serves as the financial advisor to the Special Committee of
the Board of Directors of the Company.  A copy of
Houlihan's fairness opinion was filed under cover of
Schedule 13E-3 with the SEC; a full-text copy of the
document is available at no charge at
http://www.sec.gov/cgi-bin/srch-
edgar?HONDO+adj+OIL+and+19981125 via the Internet.


HUNGARIAN BROADCASTING: Announces Quarterly Results
---------------------------------------------------
Financial deterioration continued during the third quarter
as Hungarian Broadcasting Corp. reported a $4,620,572
quarterly loss.  Year to date, HBC has lost in excess of
$13 million.

The Company has historically derived its cash for capital
expenditures, working capital and operations primarily from
investor financing. The Company expects over the medium
term to continue to need investor financing to fund its
operations.


LANDCARE USA: Gabriel & Ariel Hold 7.5% Equity Stake
----------------------------------------------------
Gabriel Capital, L.P., Ariel Fund Limited, Ariel Management
Corp., and J. Ezra Merkin disclose in an SEC filing that
they hold a 7.5% equity stake in Texas-based agriculture
service company Lancare USA, Inc.


LATTICE SEMICONDUCTOR: Seligman Reports 9.82% Equity Stake
----------------------------------------------------------
J. & W. Seligman & Co. Incorporated, Seligman
Communications and Information Fund, Inc. and William C.
Morris disclosed in an SEC regulatory filing that they
beneficially own 2,301,503 shares in Lattice Semiconductor,
Inc., representing a 9.83% equity stake.


MARTIN COLOR-FI: UVEST Lightens Equity Stake
--------------------------------------------
UVEST Financial Services Group, Inc. d/b/a SunBelt Capital
Management disclosed in a Schedule 13-G filed with the SEC
that it has reduced its equity stake in Martin Color-Fi,
Inc., to 4,400 shares, representing 0.01% of the Company's
outstanding common stock.  


MARVEL ENTERTAINMENT: Third Quarter Results of Operations
---------------------------------------------------------
For the three-month period ending September 30, 1998,
Marvel Entertainment Group, Inc., reports a $24.3 million
loss on $70.3 million in net sales.  For the nine-month
period ending September 30, 1998, Marvel reports a $56.2
million loss on $273.5 million in net sales.

As previously reported, Marvel along with eight of its
operating and inactive subsidiaries commenced cases under
Chapter 11, Title 11 of the United State Code by filing
voluntary petitions for relief in the United States
Bankruptcy Court for the District of Delaware.  In November
1997, the United States District Court for the District of
Delaware withdrew the order referring the Marvel Cases to
the Bankruptcy Court.  On July 30, 1998, Marvel, Toy Biz,
Inc. and its subsidiaries, the secured creditors, the
official committee of unsecured creditors, the official
committee of equity holders and other interested parties
reached a global settlement and on July 31, 1998, the
District Court approved the settlement and confirmed the
Fourth Amended Plan of Reorganization (the "Toy Biz Plan").  
The consummation of the Toy Biz Plan occurred on October 1,
1998.

In connection with the consummation of the Toy Biz Plan as
of October 1, 1998, outstanding debt of approximately
$576.8 million (excluding Panini debt) was extinguished.
Toy Biz paid approximately $446.9 million in cash and
securities directly to the banks for the extinguishment of
debt and for the acquisition of the Company.  


MEGO MORTGAGE: Delays Filing Annual Report on Form 10-K
-------------------------------------------------------
Mego Mortgage Corporation advises the SEC that it will be
tardy in filing its Form 10-K for the latest fiscal year.  
Mego explains that, during the last fiscal year, the
Company has substantially changed its business. As a
result, Deloitte & Touche, the Company's auditors, require
additional time to fully complete their audit of the
financial statements necessary to complete the required
filing. The Company's asserts that its inability to file in
a timely manner could not be eliminated by the Company
without unreasonable effort or expense. The Company assures
the SEC that will file its Annual Report on Form 10-K no
later than the 15th calendar day following the prescribed
due date.


MONTGOMERY WARD: HQ Buyer Returns With Different Offer
------------------------------------------------------
After more than four months of due diligence, Ocean
Atlantic Development Corp., the contracted buyer of
Montgomery Ward's 28-acre Chicago headquarters compound,
has returned to the table with a different offer.  "We have
received a new offer from Ocean Atlantic, which varies the
structure of the prior agreement, and we're in the process
of evaluating it," said Chuck Knittle, a spokesman for the
retailer. Knittle declined to comment on the discussions
under way or to provide details of any changes Ocean
Atlantic has proposed, including whether, as speculated,
the new offer provides for a lower sum than originally
proposed.  Stalking horse Ocean Atlantic had offered $110
million for the property, which includes a parking garage,
merchandise building, catalog building, and 27-story
corporate tower, home of Montgomery Ward's corporate
offices. (Federal Filings Inc. 02-Dec-98)


MRS TECHNOLOGY: October, 1998 Monthly Operating Report
------------------------------------------------------
For the month ending October 31, 1998, MRS Technology,
Inc., filed its monthly operating report with the U.S.
Bankruptcy Court in Massachusetts.  MRS filed a copy of the
report under cover of Form 8-K with the SEC.  A full-text
copy of the report is available at no charge at
http://www.sec.gov/cgi-bin/srch-
edgar?MRS+adj+TECHNOLOGY+and+8-K via the Internet.


NUMED HOME: CEO Resigns at Turkey Vulture's Behest
--------------------------------------------------
Turkey Vulture Fund XIII, Ltd., announced that, on the
morning of November 24, 1998, counsel for the Fund was
notified by NuMED Home Health Care, Inc. that NuMED and
Jugal K. Taneja, the Company's Chief Executive Officer and
Chairman of the Board, had reached an agreement whereby Mr.
Taneja would relinquish his duties as the Chief Executive
Officer and Chairman of the Board, and Susan J. Carmichael,
the existing President of the Company, would be appointed
as the Chief Executive Officer of the Company.  Mr. Taneja,
however, will remain as a director of the Company.  No
details of the agreement with Mr. Taneja or Ms. Carmichael
have been made public.

The Committee for a New NuMED (the "Committee"), of which
Richard M. Osborne, the sole Manager of the Fund, is a
member, immediately responded to the announcement of Mr.
Taneja's agreement by sending a letter from its counsel to
Thomas V. Chema, a director of the Company, regarding the
implications of Mr. Taneja's agreement to the Committee's
plans with respect to the Company.   In the letter, the
Committee stated that it was pleased that the Board of
Directors accomplished one of the Committee's primary goals
with the removal of Mr. Taneja as Chairman of the Board and
Chief Executive Officer.  However, the Committee stated
that it was necessary for Mr. Taneja to sever all ties  
with the Company, including resigning as a director.


NUMED HOME: Turkey Vulture Fund Sued
------------------------------------
Turkey Vulture Fund XIII, Ltd., discloses in a Form 13
filed with the SEC last week that it holds a 10.2% equity
stake in NuMed Home Health Care, Inc., and has been sued by
NuMed.

Under Item 5 to NuMed's Form 10-Q for the quarter ended
September 30, 1998, which was filed with the SEC on
November 20, 1998, NuMed states, in part, that "[o]n
November 24, [sic] 1998 [NuMed] filed a lawsuit due to the
violation of the Section 13(D) [sic] filing."  The NuMed
Form 10-Q fails to elaborate what if any violation of
Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), there may have been and
further fails to state against whom the lawsuit has been
filed.  Counsel to the Fund received a copy of the
complaint on November 23, 1998, although the Fund has not
been served with a copy of the complaint.  

A copy of the complaint in NUMED HOME HEALTH CARE, INC. V.
TURKEY VULTURE FUND XIII, LTD. (U.S. Dist. Ct., Florida,
Tampa Division, No. 98-2354-CIV-T-17F) is attached as
Exhibit 7.4 to Form 13-D filed November 25, 1998 and is
available at no charge at http://www.sec.gov/cgi-bin/srch-
edgar?NUMED+adj+HOME+and+19981125 via the Intenet.

The complaint alleges that (1) the Fund failed to file an
amendment to its Schedule 13D indicating that it "is
attempting to gain control of NuMed through a proxy fight,
oust current management, and eliminate NuMed's staggered
Board of Directors" and (2) the Fund failed to file an
amendment to its Schedule 13D regarding the purchase of the
additional 23,500 shares reported herein as having been
acquired by the Fund.  The complaint seeks (a) a temporary
and permanent injunction requiring the Fund to file an
amendment to its Schedule 13D "which will accurately
reflect its true purpose," (b) a temporary injunction
enjoining the Fund from exercising voting rights and
soliciting proxies during the pendency of the lawsuit and
"an appropriate 'cooling-off period,'" (c) costs and
attorneys' fees, and (d) such other relief as the Court
deems just and appropriate.  The Fund can only assume that
the lawsuit has been filed against it as an attempt by
management to delay the outcome of the annual meeting,
thereby further entrenching itself.  In addition, the Fund
can only assume that because NuMed has failed to make its
proxy statement public it has a further incentive to delay
the meeting.

The Fund denies that there has been any violation of
Section 13(d) of the Exchange Act or the rules and
regulations promulgated by the SEC thereunder. All the
required disclosure regarding the change in the Board of
Directors and the By-laws was made on a prompt and timely
basis in the Preliminary Proxy Statement.  If, and when,
the Fund is served with a copy of the lawsuit, the Fund
will vigorously defend itself, including taking all
necessary steps to insure that the stockholders of NuMed
have the opportunity to elect a Board of Directors.


ONCOR, INC.: Surrenders Assets to Satisfy Debt Obligation
-----------------------------------------------------------
Oncor, Inc., announced that it has voluntarily surrendered
assets related to its in situ Hybridization business to
certain of the Company's secured creditors who, as
previously announced, had declared Oncor to be in default
of its obligations.

Ventana Medical Systems, Inc. (VMSI) has acquired Oncor's
in situ Hybridization business assets from the Company's
secured creditors with Oncor's consent. The aggregate
consideration paid by Ventana for those assets was $5.0
million in cash at closing and an additional $0.5 million
conditional consideration. All rights to the INFORM(R)HER-
2/neu test were conveyed to Ventana, in addition to
accounts receivable, inventory, equipment and intellectual
property related to all other products sold commercially by
Oncor for cancer research purposes.

Approximately $4.1 million of the proceeds were used to
satisfy the full amount owed by Oncor to the secured
creditors who had declared Oncor to be in default.  This
transaction is part of the company's previously announced
plan to reduce its scope of operations and on-going
operating expenses in order to meet its
past due obligations to trade creditors and a potential  
redemption right of preferred stockholders.  The remainder
of the proceeds from this transaction will be used to
continue to implement the plan and to reduce its
obligations to trade and other creditors.


OPHTHALMIC IMAGING: Shareholder Meeting on January 7
----------------------------------------------------
Premier Laser Systems, Inc., the 51.3% controlling
shareholder in Ophthalmic Imaging Systems, Inc., disclosed
last week that, on November 20, 1998, OISI delivered a
letter to Premier confirming, among other things, that OISI
had established and publicly disclosed January 7, 1999 as
the date of its next annual shareholders' meeting.  In that
same letter, OISI agreed to not change or reschedule the
date of the Meeting without Premier's written consent.

In contemplation of the board of directors election to be
held at the Meeting, Premier intends to supply OISI with a
proposed slate of qualified board of director candidates.  
Premier anticipates that OISI's current CEO, Steve
Verdooner, will remain as a board member. Premier's
proposed slate will not, however, include any other current
OISI officers or directors, nor will the slate include any
officers or directors of Premier.  Assuming that the slate
is acceptable to OISI's current board of directors, Premier
believes that OISI will include the slate in OISI's proxy
statement for the Meeting.

Premier makes it clear that it has no current plans to
acquire additional securities of OISI.  It is possible,
however, that Premier could acquire additional shares of
OISI in the future.

Premier and OISI are currently in the process of
negotiating certain aspects of their relationship,
including the repayment by OISI of certain indebtedness of
OISI to Premier.


OXFORD HEALTH: Amends Stock Purchase Agreement
----------------------------------------------
Oxford Health Plan, Inc., entered into an agreement
amending and supplementing stock purchase agreements with
TPG Partners II, L.P., TPG Oxford LLC, TPG Parallel II,
L.P., and TPG Investors II, L.P.  The new agreement extends
standstill provisions contained in Oxford's Investment
Agreement with TPG and permits individuals who are
affiliates of TPG to purchase, in the aggregate, up to
2,000,000 shares of Common Stock.  Copies of the agreements
are filed by TPG under cover of Forms 13 with the SEC and
are available at no charge via the Internet at:

    http://www.sec.gov/cgi-bin/srch-edgar?OXFORD+adj+HEALTH


PAYLESS CASHWAYS: Cuts Four Executive Jobs
------------------------------------------
The Kansas City Star reports on December 2, 1998                          
that Payless Cashways Inc. on Tuesday announced the
elimination of four upper-level positions, including that
of Robert S. Islinger, senior vice president of marketing
and strategic planning.

The three other positions Payless cut were divisional
merchandise managers, reducing the number to six.

At the same time, the company plans to beef up its
assistant buying staff in a continuation of its
restructuring. The goal, said Shawn J. Hepinstall, vice
president of marketing, is to allow the buyers to have more
direct contact with customers, store managers and
vendors.

However, at least one analyst said he was a bit confused
about changes Payless has made since new management took
over last year and Millard Barron was hired as chief
executive officer. Barron is a former longtime Wal-Mart  
Stores Inc. executive.

In May, the company announced its "new" strategy to serve
both the do-it-yourself consumer and the professional
contractor.  The difference between the two is that under
dual path one or two stores in  each major market are
dedicated almost solely to the professional, while the  
remaining stores focus mostly on do-it-yourselfers.
Company spokeswoman Linda Ward said it was never the
intention of the company to abandon the do-it-yourself
consumer.

"The goal is to grow the professional side while retaining
the almost $1 billion spent by consumers in our stores each
year," Ward said. "We're not going to walk away from that."


PEGASUS GOLD: $20M Financing Offer From Standard Bank
-----------------------------------------------------
Pegasus Gold Corp. received court approval to pay Standard
Bank London Ltd. a $50,000 nonrefundable fee in connection
with a proposed $20 million post-confirmation working
capital facility. The recent offer from Standard bested an
Oct. 13 proposal for a $17.5 million facility underwritten
by GE Capital Corp. The GE Capital offer required an
underwriting deposit of up to $250,000. Four of the mining
company's subsidiaries, Pegasus Gold International Inc. (to
be renamed Apollo Gold Corp.), Diamond Hill Mining Inc.,
Florida Canyon Mining Inc., and Montana Tunnels Mining
Inc., are seeking the new credit facility pursuant to their
proposed joint plan of reorganization. Borrowings under the
proposed one-year facility would bear interest at
LIBOR plus 300 basis points. (The Daily Bankruptcy Review
and ABI Copyright c December 2, 1998.)


PORTACOMM WIRELESS: Restates Balance Sheet
------------------------------------------
As previously reported, Portacomm Wireless, Inc., obtained
confirmation of its liquidating plan on September 17, 1998,
from the U.S. Bankruptcy Court.  The company has adjusted
its balance sheet to reflect assets and liabilities at fair
value in light of plan confirmation.  Those adjusted values
are reported in the Company's Form 10-Q for the period
ending September 16, 1998.  A full-text copy of the filing
is available at no charge at
http://www.sec.gov/edgar/Archives/data/0000907166/000101706
2-98-002364.txt via the Internet.  


QUADRAX CORPORATION: Third Quarter Results Announced
----------------------------------------------------
For the three-month period ending September 30, 1998,
Quadrax Corporation reports a $17,614 net loss on $4.6
million in net sales.  For the nine-month period ending
September 30, 1998, Quadrax reports a $2.2 million net loss
on $13.5 million in net sales.  

Quadrax management attributed its reduced third quarter
loss to the absence of any losses incurred from the
suspended operations of the company's thermoplastic
operations in Rhode Island and California due to the
Chapter 11 bankruptcy filing.


SA TELECOMMUNICATIONS: July 1998 Monthly Operating Report
---------------------------------------------------------
SA Telecommunications, Inc., and its subsidiaries filed
their Monthly Operating Report for the month of July, 1998,
with the United States Bankruptcy Court for the District of
Delaware.  Simultaneously, the Company filed a copy of the
financial statement with the SEC under cover of Form 8-K.  
A full-text copy of the filing is available at no charge at
http://www.sec.gov/cgi-bin/srch-
edgar?SA+adj+TELECOMMUNICATIONS+and+19981125 via the
Internet.


SANTA FE GAMING: Pioneer Amends Exchange Offer
----------------------------------------------
Pioneer Finance Corp. ("Pioneer"), a subsidiary of Santa Fe
Gaming Corporation, a diversified gaming company
headquartered in Las Vegas, announced today that it is
amending its outstanding exchange offer and consent
solicitation launched on October 23, 1998 with respect to
its 13-1/2% First Mortgage Bonds due December 1, 1998
(the "Pioneer Notes"), and that an unofficial group of
holders (including the single largest holder) have agreed
to tender their Pioneer Notes and furnish consents.

In the amendment to the exchange offer, Pioneer is amending
the terms of the securities offered in exchange for the
Pioneer Notes by, among other things, providing for an
event of default in December 1999 if certain repurchases of
the new notes have not been consummated by that date. The
consent solicitation is amended by, among other things,
lowering the principal amount of Pioneer Notes with respect
to which consents must be received from $47 million to $42
million, by providing for certain defaults that would
permit termination of the consents by amending the Pioneer
Notes in certain respects. A Supplement to the October 23,
1998 Offering Circular and Consent Solicitation Statement
describing the amendments is being mailed to holders of the
Pioneer Notes; copies of the Supplement may be obtained by
contacting Thomas K. Land, Chief Financial Officer of Santa
Fe Gaming, at 702-658-4340.

In connection with the amendments, Pioneer has extended the
expiration date of both the exchange offer and of the
consent solicitation to 5:00 P.M., New York City time, on
Tuesday, November 24, 1998. The exchange offer and consent
solicitation were previously scheduled to expire at 12:00
midnight on Friday, November 20, 1998.

Santa Fe Gaming Corporation owns and operates the Santa Fe
Hotel and Casino in northwest Las Vegas and the Pioneer
Hotel & Gambling Hall in Laughlin, Nevada. In addition, the
Company holds several real estate parcels for future
development within or in the area surrounding Las Vegas,
Nevada.


SIZZLER INTERNATIONAL: Half-Year Results Announced
--------------------------------------------------
For the 24 weeks ending October 18, 1998, Sizzler
International, Inc., and its subsidiaries report $3.6
million in net income.  

On June 2, 1996, the Company enacted a comprehensive
restructuring strategy designed to return the U.S.
operations to profitability. This strategy included the
closure of under-performing restaurants in the U.S. and
filing for bankruptcy protection through a Chapter 11
proceeding. On June 2, 1996, the Company and four
subsidiaries, Sizzler Restaurants International, Inc.
("SRI"), Buffalo Ranch Steakhouses, Inc. ("BRSH"), Tenly
Enterprises, Inc. (Tenly"), and Collins Properties, Inc.
("CPI"), became debtors-in-possession subject to the
supervision of the U.S. Bankruptcy Court of the Central
District of California (the "Bankruptcy Court") under
Chapter 11 of the federal bankruptcy code.

On June 2, 1997, the Bankruptcy Court entered an order
confirming the Chapter 11 plans of reorganization of the
Company, SRI and CPI. The plans of reorganization for Tenly
and BRSH were confirmed on February 24, 1997.  On September
23, 1997, the reorganization plans became effective and the
Company and its subsidiaries emerged from the bankruptcy
proceedings.

The Company and its subsidiaries have paid approximately
$79 million in pre-petition claims and interest and
reinstated the remaining pre-petition liabilities.


SPECTRUM INFORMATION: May File Another Chapter 11
-------------------------------------------------
Spectrum Information Technologies, Inc. filed its quarterly
report with the SEC for the quarterly period ended
September 30, 1998.

In June 1998, Spectrum began seeking to raise capital to
commercialize and market its FastLane service, and hired
an investment bank in July and another in August to
assist this process. Having failed to identify an
investor, Spectrum announced on October 2, 1998 that it
would continue to seek an investor and consider tender
offers. Spectrum retained two additional consultants to
assist and broaden its efforts in locating an acquirer of
the Company or the technology. Notwithstanding this
extensive effort, as of the date of this report, Spectrum
has been unable to raise capital or attract a tender
offer. Of the companies that Spectrum has contacted,
virtually all have declined and the Company is pursuing
those contacts that are still outstanding. The Company
expects to resolve these outstanding contacts by the end
of November 1998. If these few open contacts do not yield
an investor or acquirer, the Company plans to seek
bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code").

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

     http://www.sec.gov/Archives/edgar/data/0000903423-98-
000397.txt


SUN TV: First Ever Internet GOB Sale
------------------------------------
Universal Capital Group revolutionized the liquidation
industry last week when it announced that it has
formed the Redtag Outlet (www.redtagoutlet.com) to conduct
the first-ever Internet going-out-of-business sale for Sun
Television & Appliances, an Ohio based consumer electronics
retailer that once operated 59 stores in six states.
Universal Capital Group, through Universal/Petters LLC, was
one of five companies to submit bids to handle the
inventory liquidation for 30 of Sun's closing outlets.
Universal provided the highest bid and was appointed sole  
liquidator by the U.S. Bankruptcy Court - Delaware District
for the 30 outlets.

"Universal secured the winning bid on the liquidation by
taking advantage of the tremendous marketing opportunities
available through the Internet," said Michael Catain,
Universal President and COO. "Sun will now reach a much
broader consumer group, in fact, a nationwide audience for
the sale of its inventory, versus advertising only locally
to consumers in the markets in which its operates."

"What this does is enables Universal to maximize the value
of the liquidation proceeds to creditors, while
significantly reducing the length of time to
complete the liquidation sale. At the same time, because
the cost of doing on-line business is significantly lower
than operating a retail store, we are still able to offer
tremendous bargains to on-line shoppers."

Online bargain-hunters will find "The Greatest Deals in
Cyberspace" as Redtag Outlet (www.redtagoutlet.com)
features cameras, camcorders, VCRs and more at  
below-wholesale prices. Plus, you can get this merchandise
delivered free-of-charge, whether you live in Ohio or
Alaska. Redtag Outlet accepts all major credit cards and
guarantees safe transactions via secure browsers. All  
merchandise offered in the Sun going-out-of-business sale
is in new, factory-sealed packaging.  Universal Capital
Group is headquartered in Minneapolis, Minnesota.


TAPISTRON INTERNATIONAL: 1998 Annual Meeting Scheduled
------------------------------------------------------
Shareholders of Tapistron International, Inc., are advised
that the Company will hold its annual meeting on January 7,
1999, at 1:00 p.m., local time, at the Northwest Georgia
Trade and Convention Center in Dalton, Georgia, for the
following purposes:

1. To elect two (2) Class II directors to serve a three-
year term or until their successors have been duly elected
and qualified.

2. To ratify the selection of Dudley, Hopton-Jones, Sims &  
Freeman PLLP as the Company's independent auditors for the
1999 fiscal year.

3. To approve directors' fees of $100.00 per each director
for each board meeting attended to defray personal
expenses.

4. To transact such other business as may properly come
before the meeting or any adjournment thereof.


USN COMMUNICATIONS: Shareholder Files Suit
------------------------------------------
Counsel for Class Plaintiff, Barrack,  
Rodos & Bacine, today issued the following:

A class action has been commenced in the United States
District Court for the  Northern District of Illinois on
behalf of all persons who purchased the common  stock of
USN Communications, Inc. (Nasdaq: USNC) ("USNC" or the
"Company") between February 4, 1998 and November 3, 1998,
inclusive (the "Class Period").

The complaint charges USNC -- a competitive local exchange
carrier -- and certain officers and directors of the
Company during the relevant time period with violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of  
1934, as well as violations of Sections 11, 12(a)(2), and
15 of the Securities Exchange Act of 1933.  The complaint
alleges that defendants made false and misleading
representations in connection with USNC's February 4, 1998,
$128 million initial public offering of 8 million shares of
common stock (the "IPO" or the "Offering").  The Complaint
alleges that, in the Company's IPO Prospectus and in
statements made thereafter, defendants described the
Company as being involved in reselling local telephone
services and that the Company's business of reselling
services was becoming increasingly successful.  In truth,
however, defendants knew, or were reckless in not knowing,
that profit margins on reselling local service made it
virtually impossible for that strategy to be  profitable
and that the Company would be forced to switch to a non-
reselling  strategy, including the possible building or
leasing of its own systems, to  make the Company
profitable.  During the Class Period, the company
was in fact  forced to recede from its pure reselling
strategy and belatedly began to build  its own network.  
However, the change in strategy was too late
and, as  defendants knew all along, required a huge
infusion of capital, which the  Company lacked.  On
November 3, 1998, the day after the Company announced  
massive restructuring and lay-offs, USNC's stock closed at
$3/8 per share -- an  all-time low.

The Complaint alleges that members of the Class purchased
their shares of USNC common stock at artificially inflated
prices.  The plaintiff seeks to recover damages on behalf
of all purchasers of USNC common stock during the Class  
Period.


WELCOME HOME: Corrects Clerical Errors in Latest Form 10-Q
----------------------------------------------------------
Welcome Home, Inc., tells the SEC that it discovered
clerical errors in the filing of the Company's Form 10-Q
for the period ended October 3, 1998.  These errors are
contained in the "Notes to Consolidated Financial
Statements".  Accordingly, the Debtor has resubmitted the
corrected footnotes under cover of Form 10-Q/A.  

As previously reported, the retail concern filed for
chapter 11 protection on January 21, 1997, in the United
States Bankruptcy Court for the Southern District of New
York. The filing is intended to allow the Company to
restructure its financial obligations through a plan of
reorganization. Fleet Capital Corporation has extended a
post-petition credit facility to the
Company to enable it to continue to conduct its business
while the bankruptcy proceeding is pending.

                   ***********

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.  
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