TCR_Public/981224.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 24, 1998, Vol. 2, No. 250
                 
                  Headlines

AAMES FINANCIAL: May Borrow Additional $20 Million
ABL: Out of Money - Files Bankruptcy
ACME METALS: Alpha Tube Applies For Compromise
ACME METALS: Announces DIP Financing
AMERICAN PAD: Heim Named President of AMPAD Division

AMERICAN RICE: Trustee Appoints 2nd Committee
ARROW AUTOMOTIVE: Seeks Bar Date
BIG RIVERS: Appellant's Proof Opening Brief
BROTHERS GOURMET: Committee Objects to Extension
CRIIMI MAE: Equity Committee Taps Attorneys

DECORATIVE HOME: KMZ Seeks to Withdraw From Case
FRETTER INC: Order Extends Exclusive Period
FRETTER INC: Order Grants Standing To Creditors' Committee
GALILEO CORP: Reports Fiscal Year 1998 Results
GARDEN BOTANIKA: In A Fragile State

GRAND UNION: Plan To Improve Existing Stores And Build New
INTERACTIVE NETWORK: Files Chapter 11 Reorganization Plan
KENNY ROGERS: Nathan's Reports Potential Acquisition
MARTIN LAWRENCE: Estate Representative Fulfills Duties
MCGINNIS PARTNERS: Seeks To Reimburse McGinnis Advisors

NEW DEAL: Presents Order To Establish Bar Date
NEXTWAVE TELECOM: Files Chapter 11 on December 23, 1998
ONE PRICE CLOTHING: Quarterly Report
PARAGON TRADE: Committee Taps Investment Banker
PEGASUS GOLD: Plans Confirmed

PENN TRAFFIC CO: Asking Investors For Patience
PHP HEALTHCARE: Trustee Names Creditor Panel
RINCON ISLAND: Committee Replies to Baker Hughes
ROGER HARLOFF: Creditors Could Approve $26 M Payback Plan
STERLING CHEMICAL: Annual Meeting of Stockholders

TIE COMMUNICATIONS: Chapter 11 Liquidating Plan
WINDSOR ENERGY: Committee Replies to Baker Hughes
WINTERSILKS INC: Order Establishes Claims Bar Date

                  *********

AAMES FINANCIAL: May Borrow Additional $20 Million
--------------------------------------------------
Aames Financial Corporation reports to the SEC that its
revolving credit line secured by its interest-only strips
has been amended to permit the Company to borrow up to an
additional $20 million under that line.

Neil B. Kornswiet, Aames' president and co-chairman, said,
"The Company's liquidity needs typically peak in mid-month
due primarily to our obligation as the servicer of the
loans we securitize to advance delinquent interest to the
securitization trusts at that time. Our ability to draw
upon the revolving credit line has assisted us in meeting
our December obligations."

Cary H. Thompson, Aames chief executive officer, stated,
"We are acutely aware that the Company's long-term
liquidity needs require a more permanent solution, and we
are taking steps to address this situation. We are
continuing in our discussions with a private equity fund
concerning a proposal for an up to $100 million equity
investment in the Company, which we believe
would provide that permanent solution."

Thompson said that the Company has not yet reached an
agreement with the potential investor, and, if an agreement
were reached the closing of such an investment would be
subject to certain conditions beyond the Company's control.
He added that no assurance could be given that an agreement
will be reached and, if reached, that the transactions
contemplated by the agreement would be consummated.

Thompson added, "The Company has not yet felt the effects
of the recent improvement in the global markets, and access
to the credit and capital markets is still severely
restrained for the subprime home equity sector."

According to the terms of the amended revolving line of
credit, new borrowings would be available for a ten-
business-day-period and are secured by interest-only strips
with a book value far in excess of the borrowings. The
interest-only strips are subject to mark-to-market
valuation or may otherwise be deemed unacceptable, in the
sole discretion of the lender. The Company's ability to
draw upon this line against next January's servicing
obligations is dependent upon the Company's execution of a
definitive agreement with the private equity fund with
which the Company is currently in discussions and certain
other conditions.

The Company also announced that in the light of ongoing
discussions with the potential equity investor, the
Company's annual meeting that had been scheduled for
December 18, 1998 would be postponed to a later to-be-
announced date.

Aames Financial Corporation is a home equity lender, and
currently operates 95 Aames Home Loan offices serving 33
states, including the District of Columbia. Its wholly
owned subsidiary, One Stop Mortgage, Inc. currently
operates 41 broker offices serving 46 states, including the
District of Columbia, and 17 Retail Direct offices serving
11 states.


ABL: Out of Money - Files Bankruptcy
------------------------------------
The women's American Basketball League, which  
is out of money, Tuesday announced it has halted operations
for the season and has filed for protection under Chapter
11 of the federal bankruptcy code.

The nine-team league had completed roughly a third of its
season schedule.

The ABL never had the financial stability given to the
rival Women's National Basketball Association, which was
buoyed by NBA money and built-in advertising advantages.


ACME METALS: Alpha Tube Applies For Compromise
----------------------------------------------
Alpha Tube Corporation, debtor, seeks authority to
compromise its account receivable claim in the amount of
$167,696 against Peregrine US Inc. by accepting the offer
contained in the Peregrine Companies' Debt Restructuring
Agreement.  Pursuant to the Peregrine Agreement, the debtor
will receive up to 33% of the claim, or $55,339 from
funding provided by General Motors.

If the Peregrine Agreement is not approved, Alpha Tube will
most likely recover nothing as Peregrine is unquestionably
insolvent and all of their assets are encumbered.


ACME METALS: Announces DIP Financing
------------------------------------
Acme Metals Incorporated (OTC Bulletin Board: AMIIQ), with
bankruptcy court approval, has signed an agreement with
BankAmerica Business Credit, Inc., a subsidiary of Bank of
America  National Trust & Savings Association, for post-
petition debtor-in-possession  financing.  The agreement is
a 24-month, $100 million, secured working capital  
facility.  The Company believes such funds, together with
current cash on hand  will provide the liquidity for normal
day-to-day operations while it  reorganizes under Chapter
11.

On September 28, 1998, Acme Metals, headquartered in
Riverdale, Illinois, filed its voluntary petitions for
reorganization under Chapter 11 after management  
determined action was required to preserve the operational
strength and assets  of the Company's businesses while
their debt is restructured.

Acme Metals Incorporated, through its operating
subsidiaries, is a fully integrated producer of steel,
steel strapping and strapping products, and welded steel
tubing.  Its common stock is listed on the Bulletin Board
of the National Association of Securities Dealers under the
symbol AMIIQ.  


AMERICAN PAD: Heim Named President of AMPAD Division
----------------------------------------------------
On December 2, 1998, American Pad & Paper Company (the
"Company") issued a press release announcing that it has
named James V. Heim as President of its AMPAD division.

American Pad & Paper Company is a manufacturer and marketer
of paper-based office products in North America. Company
revenues in 1997 were $687 million.


AMERICAN RICE: Trustee Appoints 2nd Committee
---------------------------------------------
The United States Trustee, Richard W. Simmons appoints the
following eligible creditors of the debtor, American Rice
Inc. to the committee of unsecured creditors:

Kern Industries, LLC
13000 E. Temple Ave.
City of Industry, CA

Poly Tex Fibers Corp.
9341 Baythorne Drive
Houston, Texas

GEM Management Ltd.
PO Box 860
11 Bath St.
St. Helier, Jersey
Channel Islands, UK

Imperial Trucking Co.
PO Box 1468
Pearland, Texas

Hagerty Advertising Group, Inc.
3611 Montrose Blvd.
Houston, Texas


Debtor's Counsel: Pachulski, Stang, Ziehl & Young PC
                  10100 Santa Monica Boulevard #1100
                  Los Angeles, California 90067

                  Jordan, Hyden, Womble & Clubreth, PC
                  500 North Water Street, Suite 900N
                  Corpus Christi, TX

Former Committee Members: C.M. Van Sillevoldt B.V.
                          Union Pacific Railroad Company

Debtor's Special Counsel: Vial, Hamilton, Koch & Knox LLP
                          1717 Main Street, Suite 4400
                          Dallas, Texas 75201-7388

Unsecured Creditors' Committee Counsel: Deborah Williamson
                                        Cox & Smith
                                        112 E. Pecan St.
                                        Suite 1800
                                        San Antonio, TX

Debtor's Accountants and Financial Advisors:
Donald M. deCamara/Bill Kacal
Deloitte & Touche Consulting Group LLC
333 Clay Street
Suite 2300
Houston, TX

Financial Advisors to the Official Unsecured Creditors'
Committee:

Lisa Poulin
Price WaterhouseCoopers LLP
2001 Ross
Suite 1800
Dallas, Texas 75201-2997

Debtor's Crisis Manager/COO:
Ted Stenger
Jay Alix & Assoc.
575 Fifth Avenue
New York, NY 10017

Examiner:
Ben Floyd
Floyd, Smith, Rios & Warlich
600 Travis
Suite 2100
Houston, Texas

20 Largest Unsecured Creditors:

Alpha-Jeddah             Omar K. Alesayi & Co. Ltd.
Fort Dearborn            Agrichem International Holdings
Union Pacific            Sacramento Bag
Southern Pacific         CA Olive Committee
Campbell Soup            Fitch, Inc.
Van Sillevoldt           AC Nelson
Imperial Trucking        Poly Tex Fibers
MCN Associates           Anthony Frank
Knippa & Kral            GEM Inc.
Tenzer Co.               Kern Industries       


ARROW AUTOMOTIVE: Seeks Bar Date
--------------------------------
Arrow Automotive Industries, Inc. is seeking entry of an
order fixing February 15, 1999 as the deadline or "bar
date" for the filing of proofs of claim or interest against
the debtor and designating the form and manner of notice of
the bar date in accordance with the proposed form of notice
filed with this motion.


BIG RIVERS: Appellant's Proof Opening Brief
-------------------------------------------
The issue presented for review is whether Pacificorp Power
Marketing Inc. timely and effectively amended its proof of
claim No. 65.

As of February 4, 1997, PPM states that the debtor, Big
Rivers Electric Corporation was on notice that PPM's claim
under a certain Marketing Agreement between the parties was
not limited to the $423,948.95 owed for September 1-24,
1996 but included "additional amounts" that might be owing
under the Marketing Agreement, as reflected in an audit to
be conducted in accordance with the terms of the Marketing
Agreement.

PPM asserts that a fair and reasonable reading of PPM's
original claim demonstrates that it is not limited to
amounts owing under the Marketing Agreement for the period
of September 1-24, 1996.  Instead, the original claim
expressly states that if an audit conducted in accordance
with the Marketing agreement determines additional amounts
are due under the Marketing Agreement, PPM will amend the
claim, seek additional amounts due under the Agreement and
seek administrative priority for some of such amounts.

"Why else would PPM conduct an audit?"

PPM states that its amended claim was submitted in a timely
fashion and provides greater particularity than the
original claim.  As amended the claim would total over
$820,000.


BROTHERS GOURMET: Committee Objects to Extension
------------------------------------------------
The Official Committee of Unsecured Creditors objects to
the debtors' motion to extend the exclusive periods during
which the debtors may file a plan of reorganization and
solicit acceptances thereof.  The Committee states that the
debtors cannot establish cause to extend the exclusive
periods, and only the unsecured creditors have a real stake
in the outcome and thus should have a voice in the process.

The Committee also states that the cases are neither
unusually large nor complex and thus the debtors cannot met
their burden of showing cause to extend the exclusivity
periods.


CRIIMI MAE: Equity Committee Taps Attorneys
-------------------------------------------
The official committee of equity security holders of Criimi
Mae Inc. seek authority to retain and employ Covington &
Burling as its attorneys.

The law firm of Covington & Burling will give legal advice
to the committee with respect to its powers and duties,
with respect to administration of the debtor's estates,
concerning the debtor's conduct and financial condition,
and relating to tax, securities and corporate law issues.  
The firm will also give legal advice to the committee
concerning the operations of the debtor's business,
regarding any plan of reorganization, making reports to
equity security holders, and with respect to applications
for relief sought by the debtor.  The firm is requesting a
retainer of $100,000.  The firm will charge its customary
hourly rates ranging from $450 for a partner to $90-for a
paraprofesional.


DECORATIVE HOME: KMZ Seeks to Withdraw From Case
------------------------------------------------
The law firm of Katten, Muchin & Zavis, court-appointed co-
counsel in the case of Decorative Home Accents, Inc. and
its affiliated debtors seeks to withdraw as counsel to the
debtors.

KMZ's contact with the debtors and the debtors' management
has diminished.  KMZ attorneys have had only a limited role
in advising the debtors with respect to their bankruptcy
cases.  Attorney John Weiss recently left Katten, Muchin
and he was the attorney primarily involved in this case for
the firm.

Stutman, Treister & Glatt will continue to represent the
debtors, and in the absence of KMZ's involvement in the
liquidation of the debtor, there is substantial cause to
withdraw as counsel.


FRETTER INC: Order Extends Exclusive Period
-------------------------------------------
In the case of Fretter, Inc., the court entered an order
further extending the exclusive period to solicit
acceptances to the plan of liquidation filed by the debtors
on October 30, 1998.  The debtors and Creditors' Committee
shall have the exclusive right5 to solicit acceptances to
the plan through and including January 31, 1999.


FRETTER INC: Order Grants Standing To Creditors' Committee
----------------------------------------------------------
In the case of Fretter, Inc., the U.S. Bankruptcy Court
entered an order with respect to an adversary proceeding
commenced by Michigan National Bank. The court grants
standing to the Creditors' Committee on behalf of the
debtors' estates and substituted for the debtors to defend
the estates' interests in the adversary proceeding.


GALILEO CORP: Reports Fiscal Year 1998 Results
----------------------------------------------
Galileo Corporation (Nasdaq National Market:GAEO) today
reported results for its fourth quarter and for the fiscal
year ended September 30, 1998.

For the fiscal year ended September 30, 1998, sales were
$44.3 million versus $34.1 million for the previous fiscal
year, an increase of 29.9%. The loss for the year amounted
to $12.6 million, or $1.65 per share. The results for the  
year were impacted by one-time charges of $5.0 million, or
$0.66 per share, for costs to reduce the carrying values of
certain equipment and inventories to fair market value
related to the previously announced termination of the  
Medical Endoscope Products business and a reduction of
certain receivables to net realizable value. For fiscal
year 1997, the Company incurred a loss of $11.2 million, or
$1.63 per share. The fiscal year 1997 results included  
restructuring charges totaling $9.1 million for the
reduction in carrying value of certain long-lived assets
and reorganization costs.

For the fourth quarter, revenues were $11.8 million versus
$8.2 million in the fourth quarter of the previous fiscal
year, an increase of 44.0%. The Company incurred a loss of
$7.4 million, or $0.91 per share, which compares to a loss  
of $1.1 million, or $0.16 per share for the same period in
fiscal year 1997. During the fourth quarter, the Company
recorded one-time charges of $4.4 million, or $0.55 per
share, for costs to reduce the carrying values of certain
equipment and inventories to fair market value related to
the previously announced termination of its Medical
Endoscope Products business, and a benefit of $0.4 million,
or $0.05 per share, from recovery of previously written-off  
accounts receivable.

The Company is in violation of covenants under its bank
loan agreement, and the bank has the right to accelerate
the loan. The Company is attempting to negotiate revised
financial covenants with the bank. However, there can be
no assurance that a revised agreement can be reached. As a
result of the default under the bank loan agreement and
continuing losses, the Company's auditors have indicated
that their report on the Company's fiscal year 1998 will
include a going-concern qualification.

The Company also announced the signing of an agreement with
an investment entity formed by the principals of Andlinger
& Company, Inc. under which that entity will purchase for
$6.0 million in a private transaction 2,000,000 shares
of the Company's common stock, together with warrants for
an additional 2,000,000 shares. The warrants are
exercisable for a period of 7 1/2 years at a price of $1.50
per share, subject to antidilution adjustment. At December
15, 1998, the Company had 8,071,250 shares of common stock
outstanding.  Consummation of the transaction is subject to
a number of conditions, including obtaining waivers and
amendments under the Company's bank loan agreements
and  the issuance of a waiver by The Nasdaq Stock Market of
the requirement for  shareholder approval of the
transaction. Following completion of the sale, the
Company's board of directors would be enlarged to seven
members, of which three would be designated by the
purchaser including the Chairman. In addition, certain
specified transactions, such as mergers, acquisitions,
divestitures and financings, would require the consent of
five directors. Prior to entering into this transaction,
the Company's board of directors received an opinion from
its  financial advisor, Needham & Company, Inc., as to
the fairness from a financial  point of view of the
consideration to be received by the Company in the  
investment. Andlinger & Company is a twenty-
year old private investment company  with offices in
Tarrytown, New York, Brussels, Belgium and Vienna, Austria.

As a result of continuing losses in some of its businesses,
the Company announced in the first quarter of fiscal year
1999, ending December 31, 1998, that it had implemented
further cost reduction measures, consisting principally
of reductions in staffing at its Sturbridge, Massachusetts
facility.  Additionally, the Company terminated operations
of its Telecommunications business and is seeking buyers
for this business. The Company anticipates continuing
operating losses through the first quarter of fiscal year
1999,  which losses include a charge for the reduction of
carrying values of certain long-lived assets of $1.6
million, or $0.20 per share, and severance and other  
consolidation costs of $1.4 million, or $0.17 per share.

Galileo, along with its wholly owned subsidiary, Optical
Filter Corporation, develops, manufactures and markets
products based on its core optical and photonic
technologies for applications in medical products and
instruments, analytical instruments and office equipment.
Leisegang Medical, Inc., a wholly-owned subsidiary,
develops, manufactures, and markets women's health-related  
medical products.


GARDEN BOTANIKA: In A Fragile State
-----------------------------------
The Seattle Post-Intelligencer quotes the chief executive
of Garden Botanika, the Redmond-based bath and beauty aids
chain as saying the 274-store chain is "in a fragile
state," and that a bankruptcy filing is possible, depending
on holiday sales.  Some store closings are planned after
Christmas, and the stock that once traded for $35 a share
in 1996 was trading for 41 cents last week. Copyright 1998
the Columbian Publishing Co. The Columbian (Vancouver, WA.)


GRAND UNION: Plan To Improve Existing Stores And Build New
----------------------------------------------------------
The Times Union reports on December 15, 1998 that the Grand
Union Co. is heightening the competition in the supermarket
industry with a company wide plan to expand and improve
existing stores and to build new stores over the next
several years.

Upgraded stores will give shoppers here and throughout the
Northeast bigger and better meat and produce departments,
more natural foods, and a wider selection of goods in the
dairy, frozen foods and other categories, said Gary  
Philbin, president and chief merchandising officer in a
phone interview from company headquarters in Wayne, N.J.

Grand Union was on the cutting edge of such supermarket
merchandising trends a few years ago, but then progress was
stalled when the company ran into financial trouble,
Philbin said.

But now, Grand Union has emerged from bankruptcy and
stabilized its financial position, Philbin said. That will
give the company the cash -- $70 million a year for a
couple of years -- to plow into more contemporary and  
better-stocked stores, Philbin said.

The money literally gives the 222-store chain "an
opportunity once again to show (competitors) how to run a
food market," he said.  Philbin said the second part of his
title, chief merchandising officer, underlines just how
serious Grand Union is about improving its looks to  
shoppers. It's more common in the supermarket industry for
a vice president to be in charge of merchandising, he said.

In its northern division, Grand Union will probably build
four to five new stores over the next two years, ranging in
size from 35,000 square feet to 55,000 square feet,
significantly larger than the typical store size in upstate
New York of 27,000 square feet.

Grand Union will extensively remodel another 15 to 18
stores, said Philbin.  Those renovations may include
limited retooling of existing space, or range up  
to enlargements of other stores, accompanied by complete
revamping of the floor space usage, according to the
company.


INTERACTIVE NETWORK: Files Chapter 11 Reorganization Plan
---------------------------------------------------------                        
Bruce Bauer, Chief Executive Officer of Interactive
Network, announced today that the Company had filed a plan
of reorganization in its pending Chapter 11 bankruptcy
proceeding that provides for payment to all the Company's
creditors in full on their allowed claims, retention by
shareholders of their shares in the Company, the
conversion by the  Company's principal secured
creditors/investors (TCI,NBC, Motorola and Sprint)  of
approximately $39,000,000 in secured debt (including
accrued interest) into  approximately 7,800,000 shares of
the Company's common stock, at a conversion  price of $5
per share, and the release by those secured creditors of
their  liens on the Company's assets, including its patent
portfolio.

The Company expects its Chapter 11 plan to be confirmed in
February 1999, shortly after which the Company will receive
$10,000,000 in cash pursuant to a Settlement Agreement
entered into in July 1998 with its secured creditors/  
investors who hold the Company's secured debt that is being
converted into common stock.  The Company estimates that
approximately 70% of this $10,000,000 payment will be
needed to pay the Company's unsecured creditors. The
Company intends to contest certain claims of creditors,
including the unsecured claim of the Company's former Chief
Executive Officer, David Lockton, who is the  Company's
largest unsecured creditor.

Mr. Bauer also announced that the California Superior Court
in San Mateo County had entered an order at the Company's
request, declaring David Lockton's call for a special
shareholders' meeting to be held on December 30,
1998 ineffective and canceled, and that it was in the best
interests of shareholders to set a new meeting date of
March 31, 1999 to elect directors. Shareholders of record  
on March 1, 1999 will be entitled to vote at the March
31, 1999  meeting.  The Company is in the process of
preparing current audited financial statements and expects
to mail proxy material and an annual report to its
shareholders in early March, 1999.

In the meantime, once its Chapter 11 plan of reorganization
is confirmed and its assets are released from the liens of
its secured creditors, the Company expects to be able to
move vigorously to exploit the value of its patent  
portfolio.


KENNY ROGERS: Nathan's Reports Potential Acquisition
----------------------------------------------------
Nathan's Famous, Inc. (NASDAQ:NATH) reported on December 23
that it has agreed to support the Joint Plan of  
Reorganization of the Official Committee of Franchisees of
Roasters Corp. and  Roasters Franchise Corp., operators of
Kenny Rogers Restaurants.

If the Plan is approved, Nathan's will acquire all of
Roasters Corp. and Roasters Franchise Corp.'s intellectual
property rights, including trademarks, recipes and  
franchise agreements, in exchange for $1,000,000 in cash.
Nathan's support of the Plan is subject to certain
conditions, including Nathan's due diligence and at least
30 Kenny Rogers franchisees agreeing to Nathan's assumption
of their  franchise agreements. The Franchisees' Plan being
considered by the Bankruptcy Court is in addition to the
Plan that has been filed by Roasters Corp. and Roasters
Franchise Corp. There can be no assurance that the
Franchisees' Plan will be confirmed.

Wayne Norbitz, the President of Nathan's stated: "We very
much appreciate the value of the Kenny Rogers brand and
look forward to working with participating Kenny Rogers
franchisees to advance the system."

The Nathan's Famous retail system is currently comprised of
26 Company-owned units, 166 franchised or licensed units,
and over 400 Branded Product points of distribution,
located in twenty-nine states, the District of Columbia and
two foreign countries, featuring Nathan's world famous all-
beef hot dogs.


MARTIN LAWRENCE: Estate Representative Fulfills Duties
------------------------------------------------------
Duke Salisbury, Estate Representative for the bankruptcy
estate of Martin Lawrence Limited Editions states that he
has fulfilled his duties under the consolidated plan of
reorganization of the debtor.


MCGINNIS PARTNERS: Seeks To Reimburse McGinnis Advisors
-------------------------------------------------------
The debtors, McGinnis Partners Focus Fund and affiliated
debtors filed a motion for authority to reimburse expenses
of McGinnis Advisors, LP under management agreements.

McGinnis Advisors performs mangement and investment
advisory services for the debtors, including formulation of
investment strategy consistent with the debtors' offering
documents, supervision of investment and reinvestment of
funds, monitoring of investment performance, negotiation
with securities brokers and issuers of investment
securities, and various other investment and management
functions.  The debtor request authority to reimburse the
actual and reasonable expenses incurred by McGinnis
Advisors.  The debtors estimate a minimum of $40,000 per
month in reimbursable expenses in the future.  The total
expenses for August September and October were $323,730.


NEW DEAL: Presents Order To Establish Bar Date
----------------------------------------------
New Deal Projects, LLC, debtor, presents a proposed order
establishing a Bar Date fixing the time within which proofs
of claim may be filed.  The debtor proposes February 26,
1999 as the Bar Date.


NEXTWAVE TELECOM: Files Chapter 11 on December 23, 1998
-------------------------------------------------------
Debtor:  NextWave Telecom Inc.
         3 Skyline Drive
         Hawthorne, NY 10532
          
Type of business: Manufacturer of power supplies

Court: Southern District of New York

Case No.: 98-23303    Filed: 12/23/98    Chapter: 11

Debtor's Counsel: Deborah Lynn Schrier-Rape
                  Andrews & Kurth, LLP
                  1717 Main Street
                  Suite 3700
                  Dallas, Texas 75201
                  (214) 659-4520

Total Assets:              $12,885,000
Total Liabilities:        $322,754,000
No. of shares of common stock         Series A: 36,245,031  
                                     Series B: 155,745,055
20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
LG InfoComm                           Loan     $35,000,000
Hughes Network                        Loan     $35,000,000
Hanareum Banking Corp.       Loan Agreement    $34,916,666
Continental Casualty                           $22,000,000
Cerebrus Partners LP                           $22,400,000
CIBC WG Argosy      Convertible Bridge Note    $15,000,000
M.D. Sass Re/Enterprise Partners LP       "     $8,376,000
CDMA California Partners               Loan    $10 Million
Sony Electronics, Inc.                 Loan    $10 Million
LG Telecom Ltd.                        Loan    $10 Million
Bastion Capital Fund Convertible Bridge Note   $10 Million
Hamilton Partners LP Convertible Bridge Note    $5 Million
Reltec                                  Loan    $5 Million
Lindermann PCS                    Trade Debt    $5 Million
Bay Harbor                              Loan    $4,950,000
Triumph-California,LP Convertible Bridge Note $3.5 Million
Triumph-Connecticut, LP                     " $3.5 Million
Yuyang Telecom Co.                       Loan   $3 Million
TCW Shared Oppty. Fund II   Conv. Bridge Note   $3 Million
LCC LLC                             Trade Debt  $9,576,497
MD Sass Re/Enterprise Int'l. Conv.Bridge Note   $8,376,000

On June 8, 1998 the following related entities filed
petitions for protection under Chapter 11:
NextWave Personal Communications Inc., NextWave Partners,
Inc., NextWave Power Partners Inc., and NextWave Wireless
Inc. - all wholly owned subsidiaries of the debtor.


ONE PRICE CLOTHING: Quarterly Report
------------------------------------
One Price Clothing Stores Inc. reports to the SEC that net
sales for the quarter ended October 31, 1998 increased  
9.2% to $69,732,000 compared to  $63,845,000  for the
quarter ended  November 1, 1997. Net sales for
the  nine-month  period ended October 31, 1998  increased  
8.4% to  $248,031,000 compared  to  $228,878,000  for the
same time period in 1997.  

Comparable store sales for the third quarter of fiscal 1998
increased 12.1% compared to the same quarter last year.  
Comparable store sales for the nine-month period ended
October 31, 1998 increased 7.1% compared to the same time
period in 1997.

The company closed 45 under-performing stores during the  
first nine months of fiscal 1998.


PARAGON TRADE: Committee Taps Investment Banker
-----------------------------------------------
On December 3, 1998, The Official Committee of Equity
Security Holders of Paragon Trade Brands, Inc. filed an
application for approval of the employment Chanin and
Company LLC as its investment banker.  The Equity Committee
seeks to employ Chanin for a flat monthly fee of $75,000
plus payment of a transaction fee.  The request that the
employment be approved nunc pro tunc is denied.  Employment
of Chanin is approved effective December 3, 1998.


PEGASUS GOLD: Plans Confirmed
-----------------------------
Pegasus Gold Inc. (PSGQF - OTC B.B.) reports  
that the United States Bankruptcy Court, District of Nevada
has confirmed the  Second Amended Joint Plan of
Reorganization for the three operating companies (Diamond
Hill Mining, Inc., Florida Canyon Mining, Inc., and Montana
Tunnels Mining, Inc.) to form Apollo Gold Corporation.

The Court also confirmed the Second Amended Joint
Liquidating Plan of Reorganization for Pegasus Gold Inc.
and Pegasus Gold Corporation.  Harrison J. Goldin has been
appointed liquidating trustee for PGI and PGC.  As
disclosed in the amended Disclosure Statements for the Plan
of Reorganization and the Liquidating Plan dated  
September 11, 1998, shareholders owning common shares of
Pegasus Gold Inc.  receive nothing under the Liquidating
Plan and nothing under the Plan of Reorganization to form
Apollo.

The effective date for consummation of the Plans will be on
or about January 15, 1999.


PENN TRAFFIC CO: Asking Investors For Patience
----------------------------------------------
With cash flow falling, Penn Traffic Co. is asking its
investors for more patience in dealing with its $1.4
billion debt, a move that could lead to bankruptcy court.

The Syracuse-based supermarket chain says it will meet
informally with its major bondholders -- insurers and other
investors that have lent the company money -- to talk about
restructuring the debt.

"We're going to come out of this a much stronger company,"
said Joseph Fisher, president and chief executive officer.

There are no plans to close any P&C stores or lay off any
workers in central New York, where the company has about
7,000 employees, Fisher said.

Penn Traffic operates 247 supermarkets in New York,
Pennsylvania, Ohio and West Virginia under five trade
names: P&C Foods, Big Bear, Big Bear Plus, Bi-Lo
Foods, and Quality Markets.

Chapter 11 bankruptcy protection remained a possibility,
depending on the outcome of the informal negotiations.
Chapter 11 frees a company from the threat of creditors'
lawsuits while it reorganizes its finances.

"They are only at the beginning of the process," said
Sherwyn T. Carr, a spokeswoman for the company. "They are
trying to come up with a consensual agreement between
management and bondholders. They are trying to figure out
the best way to do that."

The announcement Thursday sent the company's stock
plummeting. In over-the-counter trading, it closed at
$1.09, down 47 cents -- a drop of 30 percent.

Results for the third quarter also were not rosy. The
company, which operates P&C stores in central New York,
said it lost $41 million, or $3.88 a share. During the same
period a year ago, it lost $13.5 million, or $1.25 a  
share. Analyst Theodore Bernstein, who follows Penn Traffic
for Grantchester Securities, called the third-quarter
performance "very ugly." He said the company's talks with
investors could set the stage for a prepackaged Chapter
11 bankruptcy filing.

In a prepackaged deal, the debtor company and most
creditors work out a repayment plan before they get to
court. That way, a company can emerge from Chapter 11
relatively quickly -- sometimes in a matter of weeks.

Bernstein said the company's move to restructure was a long
time coming. Penn Traffic has lost more than $180 million
over the last three years.  The company is in a bind
because its cash flow is dropping precipitously,  
making it hard to keep up with debt payments, Bernstein
said. The company had a cash flow of $16.1 million in the
third quarter, down from $39.1 million in the third quarter
of 1997, a decrease of nearly 59 percent.

"Penn Traffic is up against some very good, large, well-
capitalized competitors in all of its markets," Bernstein
said. "Penn Traffic hasn't been as successful at executing
at the store level as its competitors, and people  
are shopping elsewhere."

Penn Traffic also announced Thursday that it would close 21
Bi-Lo supermarkets in Pennsylvania. That is expected to
result in about 550 layoffs.(Copyright 1998 Times Union-
12/12/98)


PHP HEALTHCARE: Trustee Names Creditor Panel
--------------------------------------------
The U.S. Trustee has appointed an official committee of PHP
Healthcare Corp.'s unsecured creditors. The panel consists
of indenture trustee IBJ Schroder Bank & Trust Co.,
Helix Convertible Opportunities L.P., Horizon Blue
Cross/Blue Shield of New Jersey, University of Maryland
Medical System, Cardinal Health Inc., Laboratory
Corporation of America, and Littler Mendelson P.C. Subject
to court approval, the committee has retained Cole Schotz
Meisel Forman & Leonard P.A. as counsel and Arthur Andersen
LLP as financial advisor.  (The Daily Bankruptcy Review and
ABI Copyright c December 23, 1998)


RINCON ISLAND: Committee Replies to Baker Hughes
------------------------------------------------
The Official Committee of Unsecured Creditors of Rincon
Island Limited Partnership file a reply to Baker Hughes
Inc.'s opposition to a motion seeking to extend
exclusivity.

The Committee states that Baker Hughes asserts that rather
than enter into a reorganization plan, the debtors have
entered into a plan which provides for the sale and
liquidation of Rincon Island's assets.  

The Committee states that it is not going to stand by and
watch the debtors liquidate their assets at a fire sale as
Baker Hughes asserts.  Further, the Committee states that
Baker Hughes inaccurately represents statement of counsel
for the Committee.  The Committee states that it has been
working diligently for the last several months to see that
the debtors put together a plan of reorganization that
provides for the payment in full to unsecured creditors.  
The Committee is hopeful to enter into an agreement with
the debtor to allow the debtors a period of time within
which to recapitalize their business.  To the extent that
Baker Hughes wants access to information regarding the
debtors' reorganization efforts, the debtors have informed
Baker Hughes that upon the execution of a confidentiality
agreement such information will be provided.


ROGER HARLOFF: Creditors Could Approve $26 M Payback Plan
---------------------------------------------------------
Manatee County, Fla.-based tomato grower and packinghouse
owner Roger Harloff, who runs five businesses;Roger Harloff
Farms, Roger Harloff Packing Inc., Classie Tomato Inc.,
Classie Sales Inc. and Classie Plants Inc.; could be forced
into a $26 million plan on Dec. 31 to payback creditors,
according to the Bradenton Herald. Harloff, who filed
chapter 11 in March, owns roughly 9,000 acres in eastern
Manatee County, two tomato packinghouses and 23
greenhouses. If the plan is passed, Harloff would form a
limited liability corporation called RHLC to sell the
greenhouses, land and packinghouses to an investor group
for $17 million. The creditors claim to be owed $23
million, and close to 400 unsecured creditors who had
claims totaling from $9 to $12 million may receive 75
percent of what they are owed. The matter will go before
Chief U.S. Bankruptcy Judge Alexander Paskay in Tampa on
Jan. 20. (ABI 23-Dec-98)


STERLING CHEMICAL: Annual Meeting of Stockholders
-------------------------------------------------
An Annual Meeting of Stockholders of Sterling Chemicals
Holdings, Inc. will be held in the Granger A Room at the
DoubleTree Hotel, 400 Dallas, Houston, Texas at 9:00 A.M.,
Houston time, on Wednesday, January 27, 1999 for the
following purposes:

1.    To elect nine directors to serve until the Annual
Meeting of Stockholders in 2000 and until their successors
have been duly elected and qualified;

2.    To ratify and approve the appointment of Deloitte &
Touche LLP as the independent accountants of the Company
for the fiscal year  ending September 30, 1999; and
   

TIE COMMUNICATIONS: Chapter 11 Liquidating Plan
-----------------------------------------------
The Debtor, Tie/Communications, Inc. proposes a plan of
liquidation for the debtor's bankruptcy estate.  

Administrative Expenses total $84,000 and will be paid in
full on the Effective Date.  Secured Claims are all
impaired. The debtor does not believe that there are any
true secured claims in the case. General Unsecured Claims
total $39,101,225.  They will receive prorata distributions
of between 41% and 47% of their claims.  The plan of
liquidation will be funded by the Liquidation Proceeds.
Upon completion of liquidation the company will dissolve.


WINDSOR ENERGY: Committee Replies to Baker Hughes
-------------------------------------------------
The Official Committee of Unsecured Creditors filed a reply
to the opposition filed by Baker Hughes, Inc. to a motion
for an order extending exclusivity.

The Committee states that Baker Hughes asserts that rather
than enter into a reorganization plan, the debtors have
entered into a plan which provides for the sale and
liquidation of Rincon Island's assets.  

The Committee states that it is not going to stand by and
watch the debtors liquidate their assets at a fire sale as
Baker Hughes asserts.  Further, the Committee states that
Baker Hughes inaccurately represents statement of counsel
for the Committee.  The Committee states that it has been
working diligently for the last several months to see that
the debtors put together a plan of reorganization that
provides for the payment in full to unsecured creditors.  
The Committee is hopeful to enter into an agreement with
the debtor to allow the debtors a period of time within
which to recapitalize their business.  To the extent that
Baker Hughes wants access to information regarding the
debtors' reorganization efforts, the debtors have informed
Baker Hughes that upon the execution of a confidentiality
agreement such information will be provided.


WINTERSILKS INC: Order Establishes Claims Bar Date
--------------------------------------------------
Based upon the motion of the debtor, Wintersilks, Inc., it
is ordered that the last date to file claims in the Chapter
11 proceeding shall be January 22, 1999.

                 **********

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