TCR_Public/981204.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, December 4, 1998, Vol. 2, No. 237
                 
                 Headlines

AR ACCESSORIES: Files Reorganization Plan
BRUSH CREEK: Quarterly Results & Bankruptcy Warning
CARDIOTECH INT'L: Dresdner Kleinwort Holds 21% Stake
CELLPRO, INC: PricewaterhouseCoopers Resigns as Auditors
CHATCOM, INC.: Third Quarter Results

COUNTRY STAR: Files Prospectus - Accountants Express Doubt
CRIIMI MAE: Quarterly Results & Comments About REIT Status
DECORATIVE HOME: To Shed Two Carolina Units For $9.3M
EAGLE CAPITAL: Gets Nod For Retention Plan
FLORIDA GAMING: Annual Meeting Called for December 30, 1998

FRETTER INC: Sale of Sterling Heights, Michigan Store
FULCRUM DIRECT: Seeks Extension of Exclusivity
GLOBAL MOTORSPORT: Board Supports Stonington Offer
GLOBAL MOTORSPORT: Golden Cycle Fires Back a Response
HOMEOWNERS MORTGAGE: Seeks Authority To Sell Loans

INTERNATIONAL TESTING: Applies To Retain Baker & Botts
MARTIN COLOR: Case Summary & 20 Largest Unsecured Creditors
ONE-STOP WIRELESS: Bar Date Set
PARAGON TRADE: Equity Committee Taps Andrews & Kurth
PARAGON TRADE: Proposes Joint Defense Agreement

PARAGON TRADE: Seeks Court OK To Sell Oneonta Facility
PARAGON TRADE: Seeks Extension of Exclusivity
PHYSICIANS RESOURCE: Misses Interest Payment on Debentures
QUADRAX CORPORATION: Auctioning Personal Property
SELECT SWITCH SYSTEMS: Taps Angel and Neistat

SOUTHERN PACIFIC FUNDING: Rejection of Realty Leases
STORMEDIA INC: Seeks To Sell Assets Without Court Approval
SWISS WORLD AIR: Files For Court Receivership
WESTMORELAND COAL: Seeks To Resolve Adversary Proceeding
WHEELED ELECTRIC POWER: Meeting of Creditors Set
WINDSOR ENERGY: Baker Hughes opposes Baker & McKenzie

             
                 *********

AR ACCESSORIES: Files Reorganization Plan
-----------------------------------------
An amended liquidating reorganization plan and disclosure
statement have been filed by AR Accessories Group Inc. and
the court has scheduled the disclosure statement hearing
for Dec. 30.  Meanwhile, AR and its lenders have filed a
complaint seeking a declaratory judgment against the
Wisconsin Department of Workforce Development in an attempt
to wipe out all or at least part of its asserted $7 million
claim.  The claim asserted by the State of Wisconsin, based
on a state law which allows employee-related claims to be
secured with a floating lien on a debtor's assets, has been
a sticking point in the case.  Several months ago,
Wisconsin established a lien that attached to property in
West Bend, Wis., that Tandy Brands Accessories Inc. (TBAC)
purchased from AR, as well as sale proceeds distributed to
the lenders. While the court subsequently released the
money to lenders, it did so with the  understanding that
the funds may have to be returned. (Federal Filings Inc.
03-Dec-98)


BRUSH CREEK: Quarterly Results & Bankruptcy Warning
---------------------------------------------------
For the three-month period ending September 30, 1998, Brush
Creek Mining and Development Co., Inc., report a $485,207
net loss on $6.973 in revenues during the same period.  

The price of gold, Brush Creek management explains, has a
material effect on the Company's financial operations.  
Following deregulation, the market price for gold has been
volatile.  Since the end of 1987 the price of gold has
declined from a high of approximately $500 per ounce to
approximately $290 per ounce at September 30, 1998.  
Instability in the price of gold may affect the
profitability of the Company's operations if and when the  
Company realizes economic production.

The Company has incurred losses of $50,059,368 from
inception to June 30, 1998 and had not realized economic
production as of June 30, 1998. As a result of the
Company's cumulative losses from operations, and the fact
that the Company has not realized economic production from
its mineral properties, the Company's independent auditor's
report, dated November 22, 1998, for the year ended June
30, 1998, states that these conditions raise substantial
doubt about the Company's ability to continue as a going
concern.  Management continues to actively seek additional  
sources of capital to fund current and future operations.  
There is no assurance that the Company will be successful
in continuing to raise additional capital, establishing
probable or proven ore reserves, or determining if the
mineral properties can be mined economically. Additionally,
the Company is in default on the leases of certain of its
mining properties.  The lessors have not taken action to
foreclose on the leases and the Company is making every
effort to fulfill the agreements.  The loss of these leases
would have a material adverse effect on the Company.

At June 30, 1998, the Company had a working capital deficit
of $1,387,633 and had no material revenues from mining
operations. Additional financing will be required in order
for the Company to cover its future mining and development
costs and to engage in full scale mining operation. At this
time, the Company has no definitive plans regarding
additional financing, but believes that it will likely be
obtained through equity financing such as stock offerings
or joint ventures.

Brush Creek warns that if it is unable to obtain sufficient
funds from future financings and/or operations, the Company
may not be able to achieve its business objectives and may
have to scale back its development plans.  In addition, the
Company may have to sell its assets in order to meet its
obligations and may lose some of its properties for failure
to make lease payments.  In fiscal 1997, the Company sold
equipment in order to meet some of its obligations.  In the
event the Company is unable to obtain additional financing
the Company may be required to seek protection under the
bankruptcy laws.


CARDIOTECH INT'L: Dresdner Kleinwort Holds 21% Stake
----------------------------------------------------
Dresdner Kleinwort Benson Private Equity Partners LP
disclosed last week that it owns 1,136,484 shares,
representing a 21.01% equity stake, in Massachusetts-based
CardioTech International, Inc.


CELLPRO, INC: PricewaterhouseCoopers Resigns as Auditors
-----------------------------------------------------------
On November 24, 1998, PricewaterhouseCoopers LLP resigned
as the auditors for CellPro, Incorporated. During the
Company's two most recent fiscal years, and through the
date of this filing, CellPro and PwC say there were no
disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure,
auditing scope or procedure or any other reportable event
which, if not resolved to the satisfaction of PwC, would
have caused them to make reference to the matter in their
report.

PwC's report on the Company's financial statements for the
fiscal year ended March 31, 1998, contained a qualification
and explanatory paragraph with respect to the Company's
ability to continue as a going concern. Except with respect
to the qualification and explanatory paragraph for the
fiscal year ended March 31, 1998, the reports of PwC for
the fiscal years ended March 31, 1998 and March 31, 1997
did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.


CHATCOM, INC.: Third Quarter Results
------------------------------------
Shareholder deficits climbed to $5.4 million at September
30, 1998, as operating losses continued through the third
quarter at ChatCom, Inc.  

In September 1998, a meeting of the Company's creditors was
held at Credit Managers Association of California.  As an
inducement for creditors to enter into a moratorium and to
discourage present and future creditors from attempting to
execute on The Company's assets, the Company pledged
substantially all of its assets to CMAC in its capacity as
agent for the creditors of The Company. An unofficial
committee of creditors has been formed to monitor the
Company's operations and review its business plan, as
described under Liquidity and Capital Resources. Creditors
are being requested to forbear from seeking payment on all
past due obligations through February 1999, while efforts
are undertaken to explore alternative measures by which the
Company can seek to realized moneys or other consideration
for its creditors and stockholders.  No binding moratorium
agreement is currently in place, and it is possible that
one or more creditors will not honor this forbearance
request.  Absent creditor cooperation, there is a
significant possibility that the Company will be forced to
seek relief in the bankruptcy court.


COUNTRY STAR: Files Prospectus - Accountants Express Doubt
----------------------------------------------------------
Country Star Restaurants, Inc., has filed a Prospectus with
the SEC relative to (i) 14,426,921 shares of its Common
Stock and (ii) an indeterminate number of shares
(approximately 161,073,000) of its Common Stock presently
issuable upon conversion of the outstanding principal
amount of certain Convertible Notes, plus accrued and
unpaid interest, held by certain of the Selling
Stockholders.  The Company notes that 57,340,000 of the
shares being registered are held by and issuable upon
conversion of certain Convertible Notes held by Dan J.
Rubin, President, Chairman of the Board of Directors, Chief
Executive Officer and a Director of the Company, and these
shares constitute Mr. Rubin's entire equity interest in the
Company.

The Company, Country Star Restaurants, Inc., develops,
constructs, owns and operates country theme restaurants
combining high quality, moderately priced food with a
casual, family oriented environment. The Company currently
operates one restaurant, located in Hollywood, California.

The Company relates that it opened its first Country Star
Restaurant in August, 1994 and two more restaurants in
1996.  The Company has continued to incur operating losses.
During 1997, the Company permanently closed one of its
restaurants and during 1998 permanently closed another of
its restaurants. The Company now operates only one
restaurant. For the fiscal year ended December 31, 1997,
the Company had a net loss of $17,246,000. The Company's
independent certified public accountants have rendered a
going concern qualification to their opinion on the
Company's 1997 financial statements and stated that the
Company has experienced significant losses in 1996 and
1997, and is experiencing cash flow shortages and that
these factors "raise substantial doubt about the Company's
ability to continue as a going concern."


CRIIMI MAE: Quarterly Results & Comments About REIT Status
----------------------------------------------------------
For the quarter ending September 30, 1998, Criimi Mae,
Inc., reports an $8,651,379 loss, narrowing the company's
year-to-date profits to $47,030,928 for the nine-month
period ending September 30, 1998.  The REIT's asset base
slipped from $2,671,956,628 at the end of 1997 to
$1,873,305,488 at September 30, 1998, while liabilities
concomitantly decreased from $2,176,612,176 to
$1,427,392,070.

As a result of its bankruptcy filings, the Company has been
advised by its independent public accountants that, if a  
reorganization plan is not approved by the Bankruptcy Court
prior to the completion of their audit of the Company's
financial  statements for the year ending December 31,
1998, the auditors'  report on those financial statements
will be modified due to substantial doubt about the
Company's ability to continue as a going concern.

The Company reminded investors that if it fails to
distribute at least 85%of its REIT taxable income and 95%
of its capital gain net income during 1998, the Company
will incur a non-deductible excise tax equal to 4% of the
amount by which the 85% taxable income and 95% capital gain
distribution requirement exceeds the amount so distributed.  
During the pendency of the bankruptcy proceedings, the
Company is prohibited from paying or declaring  
distributions without Bankruptcy Court approval.  For this
and other reasons, there can be no assurance that the REIT
will be able to comply with the 95% distribution
requirement on a timely basis, or at all.  Although the
Company intends to use its best efforts to retain its REIT
status for the 1998 tax year, there can be no assurance
that such efforts will succeed.  If CRIIMI MAE should lose
its status as a REIT for 1998, the Company would be subject
to corporate taxation on its taxable income for the full
year.


DECORATIVE HOME: To Shed Two Carolina Units For $9.3M
-----------------------------------------------------
Looking to speedily liquidate its few remaining assets,
Decorative Home Accents is seeking approval to sell its
Superba Printworks and Rug Barn Inc. businesses and to
amend the terms of the Glenn manufacturing facility sale.  
Development Specialists Inc., which is marketing the home
accessories manufacturer's assets, received two offers for
each of the businesses but accepted Prints USA LLC's $1.8
million offer for Superba and Thantex Holdings Inc.'s bid
of more than $7.5 million for Rug Barn because neither
offer was contingent on third party financing.  Prints USA,
a North Carolina company whose majority shareholder owned
the unit before DHA, will purchase 35 acres of land in
Mooresville, N.C., with two buildings totaling 450,000
square feet, plus all equipment, supplies, and works-
in-progress as of the closing date.  Thantex will purchase
the Rug Barn assets, which include 34.5 acres of land with
a 334,000 square-foot building in Abbeville, S.C., and all
related intangibles, equipment, accounts receivable, and
inventory on hand at closing. (Federal Filings Inc. 03-Dec-
98)






EAGLE CAPITAL: Gets Nod For Retention Plan
------------------------------------------
Eagle Capital Mortgage Ltd. won court approval of an
employee retention plan that will cost the subprime
mortgage lender more than $290,000.  The court found that
"the retention of employees is necessary to the completion
and reorganization of the Debtor."  If the company is
unable to maintain and incentivize current employees, Eagle
warned, "valuable resources of information regarding
operations, including the servicing of the approximately
8,800 residential mortgage loans, will irretrievably be
lost during this time of transition and reorganization."  
The company noted that employees it would like to retain
have begun to leave. (Federal Filings Inc. 02-Dec-98)


FLORIDA GAMING: Annual Meeting Called for December 30, 1998
-----------------------------------------------------------
Florida Gaming Corporation has notified its shareholders
that the 1998 Annual Meeting of Stockholders of Florida
Gaming Corporation will be held at Double Tree Club Hotel,
9700 Bluegrass Parkway, Louisville, Kentucky 40299 on
December 3O, 1998 at 2:00 P.M., local time, for the
following purposes:

1.   To elect six directors to serve until the 1999 Annual
Meeting of Stockholders;

2.   To appoint King & Company PSC, as the Company's
auditor for 1999;

3.   To transact such other business as may properly come  
before the Meeting and adjournments thereof.


FRETTER INC: Sale of Sterling Heights, Michigan Store
-----------------------------------------------------
The debtors, Fretter, Inc., et al., seek an order
authorizing Fretter to sell certain real property located
in Sterling Heights, Michigan to Robert Seroka, an
individual.  The purchase price for the property is $1.55
million subject to higher and better bids.  A Break-up fee
of $20,000 is provided in the event the debtor accepts a
better and higher offer.  The sale is subject to any
competing offers, the total consideration of which must be
at least $1.595 million or greater.


FULCRUM DIRECT: Seeks Extension of Exclusivity
----------------------------------------------
Fulcrum Direct, Inc. and its affiliated debtors seek an
order granitng extension of exclusive periods to file a
plan or plans of reorganization and solicit acceptances
thereto.  The debtors are seeking an extension of their
exclusive period within which they may file a plan or
plans of reorgaization through and including January 31,
1999 and an extension of the exclusive period within which
they may solciit acceptances of an such plan(s) through
and including April 1, 1999.

The debtors state that the initial 120-day period does not
afford Fulcrum a realistic opportunity to formulate a
comprehensive plan of liquidation.  Accodingly, it
reuqests that the court extend the filing period through
and inculding January 31, 1999 and the Solicitiation
period through and including April 1, 1999.

Since the petition date, Fulcrum, in addition to handling
administrative matters, has been working toward
liquidating its assets.  This process has proved more
arduous and time-consuming than anticipated.  

Until Fulcrum is further along in the process of
liquidating the estates' assets and analyzing its
potential causes of action, it is not in the position to
assess the recoveries that will be available to the
estates and it is not in the position to formulate a plan
of liquidation.  Fulcrum submits that the requested
extensions are justified, appropriate and realistic under
the circumstances.


GLOBAL MOTORSPORT: Board Supports Stonington Offer
--------------------------------------------------
Global Motorsport Group, Inc., tells shareholders in a
letter dated November 24, 1998, that, having considered the
pending competing tender offers, its Board of Directors
rejects the offer proposed by Golden Cycle and reaffirms
its support of Stonington Acquisition Corp.'s cash tender
offer.

Cleary Gull Reiland & McDevitt, provide Global with
financial advisory services; Thomas D. Magill, Esq., at
Gibson, Dunn & Crutcher LLP, serves as Global's legal
counsel.  

Global explains that, among other things, Cleary Gull
advised the Board that the cash value per share of the
Golden Cycle proposal is less than $20.00 as it is not for
all of the outstanding shares.  Cleary Gull also advised
the Board that it was not possible based upon the
information provided to value the stub component of the
Golden Cycle proposal. Cleary Gull further advised the
Board that it was reasonable to further discount the value
of the Golden Cycle proposal to take into account the time
value of money between the December 14, 1998 scheduled
closing of the pending Stonington tender offer and the
uncertain consummation of the Golden Cycle proposal, which
could be significantly later than December 14th. Cleary
Gull advised the Board that the impact of all of the
foregoing could be to significantly diminish the purported
value of the Golden Cycle proposal, especially in relation
to the pending all cash Stonington tender offer that is
expected to close on December 14th.


GLOBAL MOTORSPORT: Golden Cycle Fires Back a Response
-----------------------------------------------------
In response to the Board of Directors' letter to
shareholders of Global Motorsport Group, Inc., Golden
Cycle, LLC, challenges Global's conclusion that "a fully
financed offer of $20 per share for 99% of Global's
outstanding shares is not superior to an offer of $19.50
per share which remains subject, more than two weeks after
a definitive agreement was signed, to [Stonington's]
financing contingency and numerous other conditions.  Such
a conclusion defies logic and makes it absolutely clear
that the Board of Global has no intention of exploring a
transaction which would maximize stockholder value."

"If the mere repetition of absurdities only made them true,
the Board's final justification for refusing to negotiate
with Cycle would have some credibility.  Unfortunately for
Global's directors, your stockholders will not be fooled by
such tactics.  Your financial advisors, Stonington, Fremont
and every other person who has looked at the company has
concluded that $20 per share is a full and fair price.  
Indeed, Stonington's tender offer document states that it
will cause Global to argue in appraisal hearings in court
that the fair value of the company is less than $19.50 per
share.  In view of those facts, the suggestion that a
77[cents] per share lockup will not deter a bona fide
acquisition proposal is beyond belief," Golden chides.

Golden suggests that "the true reason that the Board
unanimously resolved to reject [Golden] Cycle's offer and
to refuse to pursue discussions with, or provide
information to, [Golden] Cycle that is, the Board has
concluded that the company is for sale to anyone but Golden
Cycle."


HOMEOWNERS MORTGAGE: Seeks Authority To Sell Loans
--------------------------------------------------
The debtor, Homeowners Mortgage & Equity, Inc. seeks
authority to sell collateral loans by private sale, or in
the alternative, to convey collateral loans to Guaranty
Federal Bank, FSB.  The debtor currently owns a portfolio
of approximately 175 currently performing loans with an
approximate total current unpaid pricipal balance of $4.5
million.  Debtor wishes to liquidate this portfolio of
loans in its entirety. These loans are subject to a lien
in favor of Guaranty Federal Bank, FSB.  The Guaranty
Loans are curently the subject of a sales contract to
Paladin Financial, Inc. which has been approved by this
Court.  However, Paladin has refused to close and debtor
believes it needs to mitigate its damages by moving for
additional authroity to sell the Guaranty Loans.  The
debtor seeks authority to sell the Guaranty Loans in its
portfolio at a private sale or sales, on terms that the
debtor believes in its business judgment yield the highest
and best price obtainable for the loans.

The debtor states that approval of the prospective sale or
sales of such loans is in the best interests of the estate
in that the debtor will avoid incurring additional
administrative costs in seeking approval fo the sale of
the loans on a piecemeal basis.  The debtor also states
that any delay in marketing and selling the loans could
result in a lower return for the estate.


INTERNATIONAL TESTING: Applies To Retain Baker & Botts
------------------------------------------------------
International Testing Services, Inc., debtor, seeks an
order authorizing the retention of Baker & Botts LLP as
attorneys.

The firm will prosecute actions on the debtor's behalf,
and defend any actions commenced against the debtor;
negotiation litigation and prepare all necessary
application, motions, briefs, answers, orders; develop and
negotiate a Chapter 11 plan and prepare a disclosure
statement.  The debtor proposes to compensate the firm
according to its standard hourly rates.


MARTIN COLOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Martin Color-Fi Inc.
         306 Main Street
         Edgefield, South Carolina 29824


Court: District of South Carolina, Columbia

Case No.: 98-10145W    Filed: 11/16/98    Chapter: 11

Debtor's Counsel: G. William McCarthy Jr.
                  Robinson, Barton,McCarthy & Calloway
                  1715 Pickens Street
                  P.O. Box 12287
                  Columbia, SC 29211-2287
                  (803) 256-6400


20 Largest Unsecured Creditors:

   Name                                      Amount
   ----                                      ------
Fred Davis                                2,124,452
Nanya Plastics Corp.                        816,653
Eastman Chemical Finance                    782,365
BASF Corporation                            285,007
FARE                                        240,000
CIBA Specialty Chemicals                    234,364
Evelyn Timanus                              148,252
DuPont Company                               98,619
Shell Chemical Company                       93,062
Materials Management                         84,278
David Poole Company, Inc.                    83,683
Polymer Color North America                  82,429
Carolina Power & Light                       76,890
Hoechst Celanese Corporation                 59,011
US Polymers                                  58,325
Ashland Chemical                             57,177
BASF Corporation                             54,978
Du Pont Company                              53,388
Southtrust Bank                              53,343
Burcham International Corp                   51,692


ONE-STOP WIRELESS: Bar Date Set
-------------------------------
The United states Bankruptcy Court for the Central
District of California has set a deadline of January 25,
1999 for creditors of the debtors to file claims against
the debtors' estate.


PARAGON TRADE: Equity Committee Taps Andrews & Kurth
----------------------------------------------------
The Court entered an order on November 24, 1998 approving
the employment of Andres & Kurth as attorney to the
Official Committee of Equity Security Holders.


PARAGON TRADE: Proposes Joint Defense Agreement
-----------------------------------------------
Paragon Trade Brands, Inc. requests authority from the
court to enter into a Joint Defense Agreement by and among
the debtor and the Official Committee of Equity Security
Holders,  The agreement will allow the debtor to share
information with the Equity Committee and will allow the
Equity Committee to make an informed decision on and
provide valuable input to the debtor relative to the
debtor's defense and counterclaims in the pending
litigation with Procter & Gamble and Kimberly-Clark.

Paragon wishes to solicit the input of the Equity
Committee on various strategic and tactical decisions that
must be made in defending these claims.  The debtor cannot
maximize the value of that input, however, without sharing
with the Equity Committee certain privileged information
and certain work product materials, including the opinions
of the debtor's counsel on the relative merits of various
courses of action.  The debtor does not want to lose the
protection of the attorney-client privilege or the work
product doctrine if it disseminates this material without
this agreement.


PARAGON TRADE: Seeks Court OK To Sell Oneonta Facility
------------------------------------------------------
Paragon Trade Brands, Inc., debtor seeks authorization to
sell certain of its real property, namely its
manufacturing facility in Oneonta, New York, together with
certain personal property located thereon.  

The debtor has reached an agreement with Drogen Wholesale
Electric Supply, Inc. for a purchase price of $1.15
million.


PARAGON TRADE: Seeks Extension of Exclusivity
---------------------------------------------
Paragon Trade Brands, Inc. seeks a further extension of
its exclusive periods to file a plan of reorganization and
solicit acceptances thereto.  Paragon seeks a further
sixty-day extension, to February 18, 1999 and April 19,
1999 respectively.  

Following the Stipulation, the debtor has continued to
make considerable progress with P&G and KC relative to
their claims.  The parties continue to work toward a
consensual resolution of the claims asserted by P&G and
KC.  The extension of the Exclusive Periods will continue
to enhance the negotiation process and will allow the
parties to focus on the negotiations necessary to bring
this case to a successful conclusion.

Paragon states that it has commenced the process of
developing a plan of reorganization.  Paragon and its
advisors have completed a valuation and debt capacity
analysis and have delivered that material to the
Creditors' Committee, P&G, KC and the Equity Committee, so
that plan discussions can commence.  


PHYSICIANS RESOURCE: Misses Interest Payment on Debentures
----------------------------------------------------------
Physicians Resource Group, Inc. (NYSE: PRG) announced that
it did not make the interest payment due today related to
the Company's outstanding 6% Convertible Subordinated  
Debentures due 2001, in the principal amount outstanding of
$125.0 million. If the interest payment is not made by
December 31, 1998, holders of a total of 25% or more of the
outstanding principal amount of the convertible
subordinated debentures, and the trustee under the
indenture related to the convertible subordinated
debentures, will have the right to accelerate the maturity
of the convertible subordinated debentures.  If
acceleration occurs but a judgment has not been obtained
for payment of amounts due, and the Company is able to make  
payments necessary to cover overdue interest plus certain
related expenses, the holders of a total of 50% or more of
the outstanding principal balance of the convertible
subordinated debentures may rescind any acceleration.

As previously announced, the New York Stock Exchange has
informed the Company that the New York Stock Exchange will
make application with the Securities and Exchange
Commission to de-list the Company's Common Stock. Upon the
occurrence of a de-listing, unless the Company's Common
Stock is then approved or listed for trading on another
United States national securities exchange or on an  
established United States over-the-counter trading market,
the holders of the Company's convertible subordinated
debentures will have the right, within a period of
approximately 45 days following the de-listing, to require
the Company to repurchase the convertible subordinated
debentures at 100% of their principal amount plus accrued
but unpaid interest. Failure of the Company to  
fulfill its repurchase obligation would constitute an event
of default under the indenture, which would provide holders
of 25% or more of the convertible  subordinated debentures
and the indenture trustee the right to accelerate the  
maturity of the convertible subordinated debentures.

PRG is a provider of physician practice management services
to eye care practices and operates ambulatory surgery
centers.


QUADRAX CORPORATION: Auctioning Personal Property
-------------------------------------------------
Public auction sales of the personal property of the
debtor, Quadrax Corporation will take place On December
10, 1998 in Portsmouth Rhode Island and on December 16,
1998 in Vista, California.  The tangible personal property
to be auctioned includes inventory, machinery, equipment,
furnishings, office equipment and supplies. For specific
terms of the auction contact the debtor's auctioneer,
Salvatore Corio of SJ Corio Company, 70 Rock Avenue,
Warwick, Rhode Island.


SELECT SWITCH SYSTEMS: Taps Angel and Neistat
---------------------------------------------
Select Switch Systems, Inc. filed its application for an
order authorizing it to employ the firm of Angel and
Neistat as its bankruptcy counsel.  The debtor wishes to
employ bankruptcy counsel in order to advise the debtor
with respect to its duties and powers in this case, to
assist the debtor regarding its conduct, assets,
liabilities, and financial condition, the operation of the
debtor's business, and other matters relevant to the case,
to formulate and propose a plan of reorganization and
disclosure statement, obtain plan confirmation and to
perform such other legal services as may be required and
as are in the interest of the debtor.  A hearing on the
motion is set for December 22, 1998, 10:00 a.m. at
Courtroom 301, 3420 Twelfth Street, Riverside, California.


SOUTHERN PACIFIC FUNDING: Rejection of Realty Leases
----------------------------------------------------
The court entered an order that unless an objection is
filed, 24 leases of the debtor, Southern Pacific Funding
Corporation are rejected.  The debtor will have vacated
all of the premises by December 1, 1998.


STORMEDIA INC: Seeks To Sell Assets Without Court Approval
----------------------------------------------------------
Stormedia Incorporated, and its affiliated debtors seek
court approval to sell certain assets where the sale price
is $500,000 or less without court approval.  The debtors
wish to avoid administrative expenses in receiving
approval for each transaction, and often the debtors claim
that they are facing stringent time constraints in meeting
the closing deadlines established by interested
purchasers.


SWISS WORLD AIR: Files For Court Receivership
---------------------------------------------
Switzerland's troubled airline Swiss World Airways (SWA)
applied for receivership on Wednesday and suspended
flights, effectively declaring itself bankrupt.

The fledgling airline's board announced its decision to
seek the appointment of an administrator in a note its
shareholders, Swiss news agency ATS said.

The Geneva-based airline's telephones were not answering
and its officials were not available for comment, but ATS
said SWA had told the Federal Office of Civil Aviation it
was suspending its regular flights to the United States
from  December 3.

Wednesday's board meeting followed the apparent failure of
an urgent bid by the company to raise some $2 million by
this week to save it from collapse.

The airline started operations in September with flights
six days a week from Geneva to Newark, New Jersey, and had
plans to expand to several other North American
destinations.

It had one leased aircraft, a Boeing 767 with 159 seats
leased from an Australian company, and employed some 110
people.

In the first two months of operations, it achieved a 50
percent seat occupancy, which officials argued was good for
a startup operation.

Geneva airport officials said the Wednesday flight from
Newark, which serves New York and surrounding areas, had
arrived earlier in the day, and confirmed that the next
scheduled flight had been cancelled.

SWA was launched with financial support from cantonal
governments in French- speaking western Switzerland after
the national flagcarrier Swissair   switched most
of its longhaul flights from Geneva to Zurich.


WESTMORELAND COAL: Seeks To Resolve Adversary Proceeding
--------------------------------------------------------
Westmoreland Coal Company, et al., debtors, are seeking
authority to enter into two compromises that will dispose
of the litigation currently pending by and among the
debtors and the UMWA 1992 Benefit Plan and the UMWA
Combined Benefit Fund.  If the court approves the
resolution of the disputed claims, the parties to the
claims agree  to withdraw any objection to the dismissal
of the Chapter 11 case.

Both compromises include payment in full of all premiums,,
the reinstatement of an individual employer plan, timely
payment of all future premiums and declaration that the
premiums assessed during the chapter 11 cases are entitled
to priority. The compromise would also bar the debtors
from initiating new litigation to challenge their
liabilities under the Coal Act, subject to certain agreed
upon exceptions.


WHEELED ELECTRIC POWER: Meeting of Creditors Set
------------------------------------------------
In the case of the debtor, Wheeled Electric Power Company,
a meeting of creditors is scheduled for December 18, 1998
at 1:30 pm at the J. Caleb Boggs Federal Building, 844
King Street, Room 2313, Wilmington, Delaware.


WINDSOR ENERGY: Baker Hughes opposes Baker & McKenzie
-----------------------------------------------------
Baker Hughes, Inc. objects to the representation by Baker
& McKenzie of the creditors committee.  The Creditors
Committee in this case is made up of six creditors from
the Rincon Island bankruptcy case and one creditor,
Petrotech International, from the Windsor case.  The
Petrotech representative, Mr. Paul Herzberg, is also
Chairman of the Committee.  Petrotech is, on information
and belief of Baker Hughes, solely a debenture holder of
Windsor.  "Usually a debenture holder is secured.  
However, they remain on and in fact chair the Committee,"
states Baker Hughes.

While Baker Hughes admits that the real inquiry may be  
the composition of the committee, Baker Hughes believes
that where the Committee has a conflict of interest and
members from two different bankruptcy estates on it, the
Committee's proposed counsel is infected by the same
conflict.  Baker & Hughes states that the application
should be denied in that granting it would, in effect,
allow Baker & McKenzie to proceed to represent parties
when an actual conflict exists.


DLS CAPITAL PARTNERS: Bond Pricing For Week of 11/30/98
-------------------------------------------------------

Following are indicated prices for selected issues:

Acme Metal  10 7/8 '07         13 - 16 (f)  
Planet Hollywood  12 '05       42 - 44
Atel  0/14 1/2 '04             17 - 19   
Royal Oak  12 3/4 '06          45 - 48
Amer Pad & Paper  13 '05       54 - 57     
Samsonite  10 3/4 '08          83 - 85
Asia P & P  11 3/4 '05         75 - 77      
Service Merchandis  9 '04      45 - 46
Boston Chicken  7 3/4 '05       5 - 6 (f)  
Sunbeam  0 '18                 12 - 13
Brazos  10 1/2 '07              8 - 12 (f)  
Zenith  6 1/4 '11              17 - 20 (f)
Brunos  10 1/2 '05             12 - 14 (f)
Cityscape  12 3/4 '04          15 - 16 (f)
E & S Hlds  10 3/8 '06         41 - 44
Globalstar  11 1/4 '04         74 - 76
Hechinger  9.45 '12            68 - 72
Hills  12 1/2 '02              50 - 52
Mobilemedia  9 3/8 '07         15 - 17 (f)
Penn Traffic  9 5/8'05         16 - 17

                   ***********

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  * * *