TCR_Public/981228.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Monday, December 28, 1998, Vol. 2, No. 251

                        Headlines

ACCESS BEYOND: Rejects Employment Agreement with Dennis Hayes
ACCESS BEYOND: 365(d)(4) Deadline Extended to May 3, 1999
ACCESS BEYOND: Rejects Employment Agreement with Dennis Hayes
ACME METALS: Proposes Adequate Protection Package
ACME METALS: Final DIP Financing Approved, Sans Alpha Tube

ALLEGHENY HEALTH: Hospitals Plead for Payment of Utility Bills
AMERICAN BASKETBALL: League Files for Chapter 11 Protection
AMERICAN MOBILE: Hughes' Equity Interests Diluted
BRADLEES, INC.: Confirmation Order Reversed on Landlord's Appeal
BRADLEES, INC.: October 31, 1998, Financial Results

BRUSH CREEK: Amends Disclosures Contained in Annual Report
CELLEX BIOSCIENCES: Consents to Entry of Order for Relief
CIAO CUCINA: Obtains Shareholder-Backed DIP Financing
CIAO CUCINA: Tells SEC Form 10-Q Filing will be Tardy
CLIFTON FORGE: City Has Million-Dollar Plan to Avoid Bankruptcy

CONCORD ENERGY: November Operating Results
COUNTY SEAT: Braces For Going Concern Opinion From Auditors
COVENTRY HEALTH: Amends Rights Agreement
FASTCOMM COMMUNICATIONS: Amends Plan and Disclosure Statement
HARVARD INDUSTRIES: Contrarian Discloses Equity Ownership

HILLS STORES: Copy of Second Amended Right Agreement Made Public
INTERACTIVE NETWORK: Plan Proposes Full Repayment of Debts
KENNY ROGERS: Nathan's Famous Presents $1,000,000 Cash Bid
LOGAN GENERAL: Examiner Appointed to Investigate $20MM Transfer
MERCURY FINANCE: CEO Contract Contains $4,000,000 Signing Bonus

NU-KOTE HOLDINGS: $7.5 Million Interim DIP Financing Approved
OILEX, INC.: Chapter 11 Case Converts to Liquidation Proceeding
OMEGA ENVIRONMENTAL: October Operating Results
PEGASUS GOLD: Projects January 15 Effective Date
PENN TRAFFIC: Selling 9 Pennsylvania Stores

PERFORMANCE CAPITAL: Investment Company Files Chapter 11
PHARMACY FUND: Asking for Another 120 Days of Exclusivity
PHP HEALTHCARE: Selects Sugerman & Company as Financial Advisor
PHP HEALTHCARE: Decries US Trustee's Motion to Dismiss
PHP HEALTHCARE: NationsBank Sees Liquidation As Best Route

PHP HEALTHCARE: Debtor Maintains Delaware Venue is Proper
POWER CO.: Disclosure Statement Approved
ROGER HARLOFF: Creditors Could Approve $26 Million Payback Plan
ROYAL OAK: Mining Operation Halts $320 Million of Debt Payments
SPECTRUM INFORMATION: Lawrence M. Powers Obtains Equity Control

TRANSAMERICAN ENERGY: Third Quarter Results
UNISON HEALTHCARE: Wins Round One In Plan Fight With Noteholder
WESTERN DIGITAL: Amends Prospectus for Zero Coupon Notes

                        *********

ACCESS BEYOND: Rejects Employment Agreement with Dennis Hayes
-------------------------------------------------------------
Judge Walrath has approved a consent order authorizing Hayes
Corporation and Hayes Microcomputer Products, Inc., to reject
their July 29, 1997, employment contract with Dennis C. Hayes.  
The Debtors' $91,000 claim against Mr. Hayes shall be off-set
against Mr. Hayes rejection damage claim.  Additionally, the
Debtors will reject the lease with Atlanta Classic Cars, Inc.,
under which the company leased Mr. Hayes' automobile.


ACCESS BEYOND: 365(d)(4) Deadline Extended to May 3, 1999
---------------------------------------------------------
Access Beyond Technologies, Inc., and its Hayes-affiliates have
obtained an extension, through May 3, 1999, of the time within
which they must decide whether to assume or reject unexpired
leases of nonresidential real property.


ACCESS BEYOND: Rejects Employment Agreement with Dennis Hayes
-------------------------------------------------------------
Judge Walrath has approved a consent order authorizing Hayes
Corporation and Hayes Microcomputer Products, Inc., to reject
their July 29, 1997, employment contract with Dennis C. Hayes.  
The Debtors' $91,000 claim against Mr. Hayes shall be off-set
against Mr. Hayes rejection damage claim.  Additionally, the
Debtors will reject the lease with Atlanta Classic Cars, Inc.,
under which the company leased Mr. Hayes' automobile.


ACME METALS: Proposes Adequate Protection Package
--------------------------------------------------
Acme Metals Incorporated and its debtor-affiliates owe
approximately $174 million to the Secured Lending Consortium led
by Bankers Trust Company and Morgan Stanley Senior Funding, Inc.,
under a 1997 Credit Agreement.  The Debtors believe these lenders
were fully secured at the Petition Date.  

In exchange for the Debtors' continued use of the Lenders'
collateral, the Debtors propose to provide the Lenders with an
adequate protection package granting replacement liens, monthly
$500,000 cash payments, and additional cash payments from Excess
Cash Flow.


ACME METALS: Final DIP Financing Approved, Sans Alpha Tube
----------------------------------------------------------
The Delaware bankruptcy court granted Acme Metals, Inc., final
approval for its $100 million debtor-in-possession financing
agreement with BankAmerica Business Credit Inc. as agent, after
subsidiary Alpha Tube Corp. was permitted to withdraw as one of
the borrowers under the final agreement.  However, the DIP
agreement also calls for Alpha Tube's issuance of a guaranty of
the borrowers' obligations to the lenders and agent; liens and
security interests in the unit's assets in favor of the lenders
and agent, subject to the claims of Alpha Tube's prepetition and
postpetition trade creditors; and the modification of existing
cash management procedures.  (Federal Filings, Inc. 24-Dec-1998)


ALLEGHENY HEALTH: Hospitals Plead for Payment of Utility Bills
--------------------------------------------------------------
Four western Pennsylvania hospitals are asking a bankruptcy judge
to order their parent corporation to pay millions of dollars in
overdue bills, including utility payments at medical offices
where about 120 doctors practice, according to a report appearing
in the Allentown Morning Call.  The payments are so late that
utility companies are threatening to shut off the gas, power and
water service, according to a court filing made public last week.  
The Hospitals asked U.S. Bankruptcy Judge M. Bruce McCullough to
issue an emergency order compelling the Allegheny Health,
Education and Research Foundation (AHREF) to pay the bills.  The
judge did not immediately rule on the request.


AMERICAN BASKETBALL: League Files for Chapter 11 Protection
-----------------------------------------------------------
Unable to stem its financial losses in its third season, the
nine-team American Basketball League suspended all operations and
will attempt to reorganize under chapter 11 a third of the way
through the season, the Associated Press reported.  "This is a
sad day for our fans, employees, players and coaches and for
women's basketball in general," said ABL co-founder and CEO Gary
Cavalli.  "We gave it our best shot.  We fought the good fight
and we had a good run. But we were unable to obtain the
television exposure and sponsorship support needed to make the
league viable in the long term."  The WNBA is now the sole U.S.
women's professional basketball league.  Though ABL attendance
increased 23 percent last season to 4,333 fans per game and the
league's TV ads this fall offered it as an alternative to hoops
fans dismayed by the NBA ockout, it could not compete with the
WNBA -- which averaged 10,869 fans a game last eason, according
to ESPN.  A recording in the Palo Alto, Calif. headquarters of
the league as, for many players, the only source of information."  
We have closed our entire operation. The league is currently
working on a plan to ensure that you'll be paid as much of your
salary as possible for the month of December.  This plan is
subject to court approval."  (ABI 23-Dec-1998)


AMERICAN MOBILE: Hughes' Equity Interests Diluted
-------------------------------------------------
Hughes Communications Satellite Services, Inc., Hughes
Electronics Corporation and General Motors Corporation disclose
in a Schedule 13-D filed with the SEC that they control
11,566,622 shares, or 31.2%, of the common stock issued by
American Mobile Satellite Corporation.  Hughes' equity interests
were diluted as a result of the issuance of shares of Common
Stock by American Mobile to Motorola, Inc. in connection with the
consummation of transactions with Motorola for the acquisition of
ARDIS Company.


BRADLEES, INC.: Confirmation Order Reversed on Landlord's Appeal
----------------------------------------------------------
Bradlees, Inc., and its debtor affiliates announced that the
Confirmation Order of the Company's Plan of Reorganization was
reversed on appeal by the United States District Court for the
Southern District of New York on December 23rd.   A landlord of
one of the Company's stores filed the appeal seeking a reversal
of a provision of the Plan that permitted the Company to assume,
reject, or assign the lease of one of its  stores for up to one
year subsequent to the Plan's effective date.

Peter Thorner, Chairman and Chief Executive Officer stated, "The
Company is considering both its course of action with respect to
this lease and other alternatives that may facilitate its
emergence from Chapter 11 at, or prior to, its fiscal year end".


BRADLEES, INC.: October 31, 1998, Financial Results
---------------------------------------------------
For the 13 weeks ending October 31, 1998, Bradlees, Inc., and its
subsidiaries report a $7.2 million net loss on $323 million in
sales.  For the 39-week period ending October, Bradlees reports a
$34.5 million net loss on $939 million in sales.  

As previously reported, Bradlees' amended plan of reorganization
(the "Plan") that was confirmed by the Bankruptcy Court on
November 18, 1998.  The Plan provides for approximately $165
million in distributions to creditors, inclusive of $16 million
of administrative claim payments, $7 million in tax and cure
notes, $14 million in cash, $40 million in convertible notes
primarily payable to the Company's pre-Chapter 11 bank group, new
common stock with an estimated value of $85 million and $3
million in other distributions.  The Company expects to emerge
from Chapter 11 at, or prior to, the end of fiscal year 1998.  


BRUSH CREEK: Amends Disclosures Contained in Annual Report
----------------------------------------------------------
In a Form 10KSB/A filed with the SEC las week, troubled Brush
Creek Mining & Development Co., Inc., supplemented information
concerning the company's officers, directors and shareholders
contained in annual report to shareholders.  Copies of Brush
Creek's recent SEC filings are available at no charge at
http://www.sec.gov/cgi-bin/srch-edgar?BRUSH+adj+CREEKvia the  
Internet.


CELLEX BIOSCIENCES: Consents to Entry of Order for Relief
---------------------------------------------------------
Cellex Biosciences Inc., based in Minneapolis, filed a Consent to
Order for Relief as a debtor-in-possession pursuant to a chapter
11 filing with the District of Minnesota U.S. Bankruptcy Court,
according to a newswire report. Cellex, which produces cell
processing products, including freeze dryers and stirred tank
cell culturing systems, had been the subject of an involuntary
bankruptcy petition filed on Oct. 6 by three of its unsecured
creditors, but filed its own chapter 11 case on Dec. 8.  (ABI 24-
Dec-1998)


CIAO CUCINA: Obtains Shareholder-Backed DIP Financing
-----------------------------------------------------
Ciao Cucina Corp. obtained authority from Bankruptcy Judge J.
Vincent Aug to borrow up to $350,000 on an super-priority interim
basis from Blue Chip Venture Co., one of the Cincinnati-based
restaurant concern's biggest shareholders.  Blue Chip has
provided several emergency loans this year.

In its bankruptcy filing earlier this month, Ciao listed assets
of $7.1 million and liabilities of $3.5 million.  One significant
potential debt is a $2 million lawsuit filed by the city of Coral
Gables, Fla., after Ciao backed out of a deal to open a
restaurant there.  

Ciao Cucina has struggled financially for several years and lost
$3.5 million in 1997, leading to the departure of founder Carl
Bruggemeier in April, the Cincinnati Post recalled, and a deal to
merge with a New York restaurant operator fell through earlier
this fall.


CIAO CUCINA: Tells SEC Form 10-Q Filing will be Tardy
-----------------------------------------------------
Ciao Cucina Corporation advised the SEC that its Form 10-QSB will
be filed late.  

The Company tells the SEC during the attempted merger with
Glazier Group, Inc., the Company's books and records were taken
to New York.  They have been returned to Ciao's Cincinnati
offices, but were returned disorganized and may be incomplete.

Ciao tells the SEC it is in the process of hiring new management
personnel, having just hired Elliot H. Jablonsky on December 9,
1998 to serve as President.  Mr. Jablonsky's initial duties
include preparing the company's filings with the Bankruptcy
Court, organizing and updating the books and records and
preparing a Quarterly Report on Form 10-QSB for the quarterly
period ended October 10, 1998.

Due to the current state of the Company's books and records,
turnover at key managerial positions, managerial under staffing,
and disruption in the provision of legal services, the Company
estimated that it will be at least 3 to 6 weeks before the
Ciao will be able to prepare the financial statements necessary
for preparing the Third Quarter Form 10-QSB and fully and
completely respond to the Items contained in Part II of the Third
Quarter Form 10-QSB.

Ciao anticipates that the earnings statement to be included in
the Third Quarter Form 10-QSB will reflect a significant change
in the results of operations from the third quarter of 1997.  The
Company's financial condition has deteriorated to the point that
it filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code.  Certain restaurant locations owned as of
the end of the third quarter of 1997 have subsequently been sold.
"A reasonable estimate of the change in the results of operations
cannot be made at this time," the Company tells the SEC.


CLIFTON FORGE: City Has Million-Dollar Plan to Avoid Bankruptcy
---------------------------------------------------------------
Earlier this year, the financially-strapped city of Clifton
Forge, Virginia, considered filing for bankruptcy.  But city
officials now think they could make as much as one-Million-
dollars a year selling bottled water.  Clifton Forge officials,
United Press International reports, say their spring water plant
produces a half-Million gallons a day that could be bottled and
sold through local retailers.  City officials now are contacting
bottlers and calculating distribution costs.


CONCORD ENERGY: November Operating Results
------------------------------------------
For the month ending November 30, 1998, Concord Energy
Incorporated reports a $2.4 million net loss on zero sales.  The
company reports $3.3 million in cash disbursements for the month.  
The Company filed its November operating report with the U.S.
Bankruptcy Court in San Antonio and delivered a copy to 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?CONCORD+adj+ENERGY via the Internet.


COUNTY SEAT: Braces For Going Concern Opinion From Auditors
-----------------------------------------------------------
County Seat, Inc., warned that its recent losses and heavy debt
burden have left the company in default of covenants under its
credit facility, and noted that the continued grim outlook is
likely to spur a report from its independent auditors questioning
the retailer's ability to continue as a going concern.  To
address its liquidity shortage, County Seat is currently in talks
with its bank lenders -- led by BankBoston -- to stave off any
acceleration of debt calls on the credit line and is working to
secure permanent waivers. In addition, according to the company's
quarterly filing with the Securities and Exchange Commission,
County Seat is actively pursuing a potential private offering of
new debt and equity securities that could raise about $23 million
by the end of fiscal 1998.  (Federal Filings, Inc. 23-Dec-1998)


COVENTRY HEALTH: Amends Rights Agreement
----------------------------------------
Coventry Health Care, Inc., delivered a copy of "Amendment No. 1
to Rights Agreement, dated as of December 18, 1998, between
Coventry Health Care, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent" to the SEC under cover of Form 8-K/A.  A
full-text copy of the Agreement is available at no charge at
http://www.sec.gov/Archives/edgar/data/1054833/0000950144-98-
014064.txt via the Internet.  Warburg, Pincus Ventures, L.P.,
Franklin Capital Associates III L.P. and Principal Mutual Life
Insurance Company are key players in the Company's capital
structure.  


FASTCOMM COMMUNICATIONS: Amends Plan and Disclosure Statement
-------------------------------------------------------------
FastComm Communications Corporation filed an Amended Plan of
Reorganization and Amended Disclosure Statement with the U.S.
Bankruptcy Court for the Eastern District of Virginia on December
23, 1998.  The Amended Plan proposes to pay (i) a 12% cash
dividend on unsecured claims shortly after the Effective Date;
(ii) a 15% cash dividend after reconciliation of all claims; and
(iii) a Debenture equal to 75% of the face amount of each claim.  
Pre-petition FastComm Shareholders remain unimpaired.


HARVARD INDUSTRIES: Contrarian Discloses Equity Ownership
---------------------------------------------------------
In a Form 3 filed with the SEC last week, Contrarian Capital
Advisors, L.L.C., discloses that it controls 2,859,529 shares of
common stock in Reorganized Harvard Industries, Inc.,
representing a 23% equity stake.

Contrarian additionally confirms that Jon R. Bauer serves as a
member of the Board of Directors of Harvard Industries, Inc. and
is a Managing Member of Contrarian Capital Advisors, L.L.C. and
Contrarian Capital Management, L.L.C., registered investment
advisers that have voting power and investment power with respect
to securities in their clients' accounts, including the
securities described hereon.


HILLS STORES: Copy of Second Amended Right Agreement Made Public
----------------------------------------------------------------
As previously reported, Hills Stores Company amended its
Rights Agreement dated as of August 16, 1994 between
the Company and The Chase Manhattan Bank, as Rights Agent, on
November 11, 1998.

The Amendment to the Rights Agreement provides that no person
shall become an Acquiring Person under the Rights Agreement by
reason or as a result of the consummation of the merger between
the Company and Ames Department Stores, Inc. and that no
Distribution Date shall occur by reason or as a result of
consummation of the merger.  The Amendment also provides that the
indemnity provided for therein shall survive the termination of
the Rights Agreement and the termination and the expiration of
the Rights.

Under cover of Form 8-K, Hills deposited a copy of the Second
Amendment dated as of November 11, 1998 to the Rights Agreement
dated as of August 16, 1994 between Hills Stores Company and The
Chase Manhattan Bank with the SEC.  A full-text copy of the
document is available at no charge at
http://www.sec.gov/Archives/edgar/data/786877/0000786877-98-
000026.txt via the Internet.  


INTERACTIVE NETWORK: Plan Proposes Full Repayment of Debts
----------------------------------------------------------
California-based Interactive Network Inc. announced yesterday
that it had filed a reorganization plan in its pending chapter 11
bankruptcy proceeding that would provide for the full payment of
its creditors' allowed claims and the conversion of roughly $39
million in secured debt by such creditors and investors as
Motorola, NBC, TCI and Sprint into about 7.8 million shares of
stock, at a per share conversion price of $5, according to a
newswire report.  The company's shareholders would be able to
hold onto their shares, and the company's principal secured
creditors would release their liens on the company's assets, as
well as its patent portfolio. Interactive is anticipating its
chapter 11 plan to be confirmed in February, after which it will
receive $10 million in cash pursuant to a July settlement
agreement with its investors and secured creditors who possess
the secured debt that will be converted into common stock.  The
company predicts that 70% of the $10 million payment will be
needed to pay its secured creditors, and it intends to dispute
certain claims of its creditors.  (ABI 23-Dec-1998)


KENNY ROGERS: Nathan's Famous Presents $1,000,000 Cash Bid
----------------------------------------------------------
Bankrupt Kenny Rogers Roasters Restaurants received a $1 million
cash bid from hot dog chain operator Nathan's Famous Inc.  
Nathan's indicated last week that the purchase, subject to
approval by creditors and the bankruptcy court, is also
contingent on a minimum of 30 of Kenny Rogers' 38 franchisees
agreeing with the terms of the bid.


LOGAN GENERAL: Examiner Appointed to Investigate $20MM Transfer
---------------------------------------------------------------
The Charleston Gazette reports that U.S. Bankruptcy Judge Ronald
G. Pearson approved the appointment of Robert D. Whitler, a
management specialist with a Charleston-Clarksburg firm, as
examiner in Logan General Hospital's Chapter 11 bankruptcy  
proceedings.  Whitler will investigate why Logan General pumped
more than $20 million into a sister company's strip mall project.  
Reportedly, Pearson earlier called for an examiner to review the
132-bed hospital's financial dealings with "affiliates,"
including Monterra Development Corp.  The for-profit company now
owes at least $29.5 million to Logan General for funding of its
Logan-area strip mall.

Pearson also wants Whitler to help the hospital's board of
directors choose a new administrator.  Creditors, hospital
employees and board members recently secured a promise from
current Administrator C. David Morrison to resign Dec. 31, after
blaming him for the Logan General-Monterra transfers and the
hospital's subsequent bankruptcy, the Gazette related.  Whitler
would further help the board and the court find a way to resolve
the hospital's bankruptcy status.  Province Healthcare, the
Gazette says, has offered to buy Logan General for $75.5 million.

Logan General filed under Chapter 11 protection before a federal
district judge could order Morrison and his management team
removed, after one of the hospital's bond trustees argued that it
should be placed in receivership.  The trustee, The Bank of New
York, cited the non-profit hospital's funding of the for-profit,
non-health care related mall, arguing that the investment
violated the terms of its $31.4 million bond issue.  Though its
assets exceed its debts, Logan General has suffered from cash-
flow problems through much of the year, largely because of its
heavy investments in Monterra Development's mall, the Gazette
continued.

Whitler, a member of the firm Doak, Cuppett & Poling, holds a
master's degree in community development.  His resume includes
hospital administration coursework at the University of
Minnesota. He also served as a vice president of the West
Virginia Hospital Association from 1985-1994.  Whitler's firm
offers accounting, consulting and auditing services to hospitals,
doctors and other health care providers.


MERCURY FINANCE: CEO Contract Contains $4,000,000 Signing Bonus
---------------------------------------------------------------
Edward Harshfield's employment contract with Mercury Finance Co.
provides a $4 million signing bonus in addition to a $1 million
annual base salary, a minimum annual bonus of $500,000, and stock
options.  Upon confirmation of Mercury's recently amended
reorganization plan, the employment agreement will become
effective and Harshfield, who is currently reviewing the sub-
prime lender's operations as a consultant, will assume the
permanent positions of president and CEO.  Under the Nov. 15
consulting agreement, he is employed as an independent contractor
and receives a monthly fee of $83,333 as well as expense
reimbursement.  Mercury announced last month that it hired the
California banker as a consultant pending plan confirmation.
"Mercury believes that Mr. Harshfield is particularly qualified
for the position in light of his vast financial experience, his
expertise in the management of distressed loan portfolios, and
his knowledge of the sub-prime lending market."  The company said
the long search for a permanent CEO has been difficult, "both
because of the uncertainty surrounding Mercury's future business
prospects and the fact that there are relatively few individuals
available with the expertise and experience necessary to manage a
firm of Mercury's size and unique complexities, a circumstance
which has only been exacerbated by the current upheaval and
continuing turmoil in the sub-prime finance industry in its
entirety."  Mercury identified Harshfield as its first choice in
the fall of last year and had extensive negotiations with him
that continued for several months, but the talks "failed to reach
fruition, due substantially to the uncertainty of Mercury's
future."  (ABI and Federal Filings, Inc. 24-Dec-1998)


NU-KOTE HOLDINGS: $7.5 Million Interim DIP Financing Approved
-------------------------------------------------------------
The Tennessee bankruptcy court approved a $7.5 million Interim
DIP financing facility for Nu-kote Holding Inc., over the
objection of the Company's bank creditors, according to a report
appearing in the Tennessean.  The printing supplies manufacturer,
which filed for Chapter 11 bankruptcy protection in November,
owes a group of nine banks about $142 million.  The banks say Nu-
kote's new loan from Minneapolis-based Norwest Business Credit
will adversely affect their liens on certain company assets.

"The toughest hurdles are past us," said Phillip Theodore, chief
financial officer for the company, which makes ribbons and
cartridges for printers, copiers and fax machines.  "We're moving
forward with our plan of reorganization under Chapter 11 and
proceeding full speed ahead," he added.


OILEX, INC.: Chapter 11 Case Converts to Liquidation Proceeding
---------------------------------------------------------------
Oilex, Inc. (OTC BB:OLEX) has been placed into Chapter 7
Bankruptcy Proceedings under a ruling by the United States
Bankruptcy Court for the District of Nevada.  The ruling modifies
an earlier petition by the company under which the company  
initiated voluntary bankruptcy proceedings under Chapter 11.

Mr. Saul Yarmak, who was elected as President and Chairman of the
Board of Directors at a Special Meeting of the Board of Directors
held on July 21, 1998, in Fort Worth, Texas, stated, "The company
looks forward to working in detail with the court-appointed
trustee towards resolving all issues relating to the company.  In
addition, the company wishes to commit to its shareholders that
it  will continue to cooperate with any and all investigations
which may currently  be underway by certain regulatory or law
enforcement agencies" concerning prior  transactions that
occurred in the years of 1996 and 1997, and the first half of
1998.

Mr. Yarmak added, "The company continues to actively pursue
appropriate legal remedies as they relate to questionable
activities of certain prior officers, directors, consultants and
employees of Oilex."

The Court, in its ruling of December 22, 1998, also appointed Mr.
Randolph N. Osherow of San Antonio, Texas, to serve as Interim
Trustee in the matter.


OMEGA ENVIRONMENTAL: October Operating Results
----------------------------------------------
For the month ending October 31, 1998, Omega Environmental, Inc.,
reports $106,506 net loss on $1,960,205 in sales.  A full-text
copy of the Company's monthly operating report filed with the
Bankruptcy Court was delivered to the SEC under cover of Form 8-K
and is available at no charge at http://www.sec.gov/cgi-bin/srch-
edgar?OMEGA+adj+ENVIRONMENTAL via the Internet.


PEGASUS GOLD: Projects January 15 Effective Date
------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the
District of Nevada confirmed a liquidating plan for Pegasus Gold
Inc. and Pegasus Gold Corp. and the joint plan of reorganization
for four of their subsidiaries.  The target Effective Date for
the plan is January 15, 1999.  

Before the plan goes effective, the reorganizing companies must
execute an agreement for a post-confirmation working capital
facility. General Electric Capital Corp. has given the companies
a commitment for a $20 million facility, and Citibank N.A. and
other lenders have agreed to provide a letter of credit as
security, according to a report from Federal Filings, Inc.  The
liquidating plan, termed "substantially consensual" by one of its
attorneys, FedFiles said, now encompasses only Pegasus and PGC
and excludes a number of non-operating units, which remain in
Chapter 11.


PENN TRAFFIC: Selling 9 Pennsylvania Stores
-------------------------------------------
Struggling Penn Traffic Co. reached agreement to sell nine of its
Pennsylvania grocery stores, according to a report appearing in
the Buffalo News.  Penn Traffic will sell five of its Bi-Lo
supermarkets in northeastern Pennsylvania to Associated
Wholesalers Inc. of Robesonia, Pa.  The regional grocery chain
will sell four other Bi-Lo supermarkets to rival Weis Markets  
Inc., of Sunbury, Pa.  Terms of the sales were not disclosed, the
Buffalo News indicated, and noted that the nine Bi-Lo
supermarkets are part of the 22 Bi-Lo stores that Penn Traffic
previously announced were for sale.

The Syracuse-based food company has lost $220 million since 1994
and has struggled through internal belt-tightening and leadership
changes as it tries to avoid bankruptcy.  Earlier this month the
financially troubled company announced plans to convert a
substantial portion of its hefty debt load to stock.  Industry
observers, the Buffalo News related, see the de-leveraging effort
as the last step the company has available before it is forced to
file for bankruptcy protection.

Penn Traffic operates 241 supermarkets in New York, Pennsylvania,
Ohio and West Virginia under five trade names: P&C Foods, Big
Bear, Big Bear Plus, Bi-Lo Foods, as well as Quality Markets.


PERFORMANCE CAPITAL: Investment Company Files Chapter 11
--------------------------------------------------------
Newport Beach, Calif.-based investment firm Performance Capital
Management filed chapter 11 on Tuesday in Santa Ana amid
allegations of fraud by state regulators, The Orange County
Register reported.  The firm, which specializes in the collection
and purchase of delinquent credit card debt, further blamed the
California Department of Corporations for blocking a proposed
restructuring plan and interfering with daily operations, while
the state department has accused the company and its president,
Vincent Galewick, of misleading nearly 2,000 investors by not
disclosing fees, self-dealing and conflicts of interest. "We
wouldn't be doing this filing if it weren't for the Department of
Corporations," said Galewick, who denies any wrongdoing. "They
have been completely unreasonable."  However, state regulators,
who last month filed suit against Performance Capital in an
attempt to bar Galewick from the securities industry, said they
believe the chapter 11 filing will not affect their case and are
seeking to have the case dismissed as a "bad faith" filing by the
bankruptcy judge, saying that the filing was merely a tactic to
hinder the state's investigation. Performance Capital expects
that five of their related partnerships, funded by $58 million in
investor money, will file their own bankruptcy cases.  
Performance Capital has built a portfolio of $2.3 billion in
credit card debt through its investor funds.  (ABI 24-Dec-1998)


PHARMACY FUND: Asking for Another 120 Days of Exclusivity
---------------------------------------------------------
The Pharmacy Fund, Inc., and Pharmacy Fund Receivables, Inc., ask
Judge Brozman for an additional 120 day extension, through May 7,
1999, of their exclusive period during which to file a plan of
reorganization.  

The Debtors note that almost 1,000 pharmacies have entered into
form settlement agreements to reconcile their accounts.  The
Company has commenced 7 adversary proceedings against various
pharmacies seeking the turnover of substantial estate funds.  
Further, the company has commenced adversary proceedings against
some 500 payors and processors seeking the turnover of estate
funds and financial records.  This litigation will take time and
the results will underpin any meaningful plan.

The Debtors also request that their exclusive period during which
to solicit acceptances of a plan be extended through July 6,
1999.


PHP HEALTHCARE: Selects Sugerman & Company as Financial Advisor
---------------------------------------------------------------
PHP Healthcare Corporation asks Judge Walrath for permission to
employ Sugerman & Company LLP as its financial advisor in
connection with the prosecution of its chapter 11 proceeding in
Delaware.  Sugerman agrees to provide the Debtor with its
services on an hourly basis, and will bill $40 to $300 per hour
for its work.  


PHP HEALTHCARE: Decries US Trustee's Motion to Dismiss
------------------------------------------------------
The true motivation behind the United States Trustee's Motion to
Dismiss the bankruptcy cases commenced by PHP Healthcare
Corporation and its affiliates, the Debtors suggest in an
objection to the UST's Motion, appears to be concerns about a
difficult public fight with the State of New Jersey.  Indeed, the
company observes, the State of New Jersey has seized Pinnacle's
assets and has commenced a rehabilitation proceeding in state
court -- not against the Debtors, but against Health Insurance
Plan of New Jersey, Inc., to repay creditors of HIP-NJ and
provide continued care for HIP-NJ members.  The State's purposes
are at odds, Pinnacle says, with maximizing the value of the
Debtors' estates and protecting the interests of the Debtors'
creditors.  The Debtors are not subject to the State's control;
the UST has alleged no cause for dismissal articulated in 11
U.S.C. Sec. 707; and dismissal will jeopardize recovery of the
Debtor's assets (preference payments, in large measure).  
Accordingly, Pinnacle argues, the UST's Motion to Dismiss should
be denied.


PHP HEALTHCARE: NationsBank Sees Liquidation As Best Route
----------------------------------------------------------
PHP should pursue an orderly liquidation to achieve maximum value
for the estate and the case also may risk conversion to Chapter
7, according to PHP Healthcare Corp.'s primary lender,
NationsBank N.A.  "Either way, it is critical to understand that
this case is a liquidation, that the Debtor's cash flow from
continuing operations will be substantially negative, and that
the best course for maximizing recoveries for all parties in
interest is through an expeditious liquidation of assets by the
Debtor's management personnel," asserts a Dec. 15 filing by
NationsBank seeking proceeds from a PHP sale that recently
closed.  NationsBank, which is owed about $80 million under a
prepetition credit agreement, argued that it is entitled to the
proceeds of PHP's $5.7 million sale of its interest in Virginia
Chartered Health Plan Inc. to UHS Managed Care Inc., and should
not be delayed in collecting.  (Federal Filings, Inc. 24-Dec-
1998)


PHP HEALTHCARE: Debtor Maintains Delaware Venue is Proper
---------------------------------------------------------
PHP Healthcare Corporation objects to the Motion to Transfer
Venue filed by the New Jersey State Commissioner of the
Department of Banking and Insurance and Commissioner of the
Department of Health.  The Commissioners do not have "raw and
unchecked power" to override the federal protections of the
Bankruptcy Code and the United States Constitution.  To the
extent that "the health care industry in New Jersey is in
flames," as the Commissioners argue in their Motion, "the
Commissioners are holding the match," the Debtors retort.  

Since the State's seizure of the Debtors' assets -- with no
regard for the automatic stay --  there has been no offer to
compensate the Debtors' creditors.  Likewise, the Commissioners
provide no accounting for their consumption of the Debtors'
assets.  "These Debtors simple have been trampled on by the
courts and government of the State of New Jersey.  Nothing could
be more unjust, nothing could be more adverse to the interests of
the creditors of these Debtors, or the Debtors themselves, than
to transfer venue or to abstain in favor of the very jurisdiction
from which these raw abuses of power have emanated," the Debtors
argue.  


POWER CO.: Disclosure Statement Approved
----------------------------------------
Power Co. of America, L.P., is soliciting acceptances for its
liquidating plan after receiving court approval of the related
disclosure statement last week, according to an attorney for the
former electricity-trading company interviewed by Federal
Filings, Inc.  The court approved the disclosure statement
following a December 14, 1998 hearing.  Power Co. filed a second
amended version of the document last week that includes some
additional language. Objections, including those filed by
creditors Avista Energy Inc. and Tenaska Power Services Co., were
resolved.  A confirmation hearing is scheduled for January 5,
1998, FedFiles related.


ROGER HARLOFF: Creditors Could Approve $26 Million 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% 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-1998)


ROYAL OAK: Mining Operation Halts $320 Million of Debt Payments
---------------------------------------------------------------
Royal Oak Mines Inc. said last week that it had halted debt
repayments of more than $320 million, a desperate bid by the
embattled Canadian gold producer to put itself on a sounder
financial footing, according to a report circulated by Reuters.
Royal Oak, which operates the prized Kemess gold mine in British
Columbia as well as several high-cost gold mines, Reuters said,
blamed tumbling gold bullion prices for the drastic measure.

Royal Oak set a deadline of February 15 to renegotiate $120
million in short-term senior secured debentures, $26 million in
commodity hedged debt, $175 million of secured notes and C$19.5
million in equipment loans from Canada's Export Development Corp.
Chief Executive Margaret Witte said in a press release that the
Company is confident it can negotiate a restructuring package
with its increasingly impatient creditors.


SPECTRUM INFORMATION: Lawrence M. Powers Obtains Equity Control
---------------------------------------------------------------
Lawrence M. Powers disclosed that he controls 3,720,000 shares of
common stock issued by troubled Spectrum Information
Technologies, Inc.  Those shares represent a 56.5% equity stake
in the concern.

As controlling shareholder, Mr. Powers intends to change the
strategic direction of the Company to focus on Internet
marketing.  He also intends to propose at the next meeting of
shareholders that the Certificate of Incorporation be amended and
restated to, among other things, change Issuer's name to "Siti-
Sites.com, inc.," to increase the number of authorized  shares of
Common Stock and to remove certain provisions thereof which he
believes are no longer necessary or in the best interests of the
Company.  In addition, Powers plans to relocate the Company's
principal place of business from Purchase, New York, in the near
future.


TRANSAMERICAN ENERGY: Third Quarter Results
-------------------------------------------
For the quarter ending October 31, 1998, Transamerican Energy
Corporation reports $132 million loss on $91 million in revenues.  
For the nine-month period ending October 31, 1998,
Transamerican's net losses total $159 million on $208 million in
revenues.  


UNISON HEALTHCARE: Wins Round One In Plan Fight With Noteholder
---------------------------------------------------------------
Wayland Investment Fund LLC, the noteholder opposing the
reorganization plan proposed by Unison Healthcare Corp., was
dealt a major blow Tuesday when the court ruled the plan properly
enforces a subordination agreement with the holders of more than
90% of the $100 million issue of 12.25% senior notes due 2006.  A
Unison attorney said an adverse decision would have sent the
nursing home operator back to the drawing board to develop a new
plan proposal.  The ruling was in Unison's favor on both points:  
(1) the plan's enforcement of the subordination agreement; and
(2) the plan's modification of the December 1997 agreement.  On
the second issue, the court determined that the modification was
acceptable since the class of creditors (holders of Unison's 13%
senior notes due 1999) most affected by the change had voted for
the plan.  In the wake of the latest ruling, the only remaining
issues are the propriety of the plan's classification scheme and
the substantive consolidation of Unison's estates.  (Federal
Filings, Inc. 24-Dec-1998)


WESTERN DIGITAL: Amends Prospectus for Zero Coupon Notes
--------------------------------------------------------
On December 21, 1998, Western Digital Corp. amended its
Prospectus for a third time in connection with registering its
Zero Coupon Convertible Subordinated Debentures due 2018 and the
common stock into which those bonds are convertible.  Copies of
Western Digital's prospectuses are available at no charge at
http://www.sec.gov/cgi-bin/srch-edgar?WESTERN+adj+DIGITALvia the  
Internet.


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