TCR_Public/981230.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
   Wednesday, December 30, 1998, Vol. 2, No. 253

                 Headlines

ADVANCED GAMING: Files Joint Plan of Reorganization
AID AUTO: Investigation Reveals Financial Misstatements
AIRSTAR TECHNOLOGIES: New Bankruptcy Counsel Brought Aboard
AUGMENT SYSTEMS: Trims Operations - Explores Alternatives
BEST PRODUCTS: Final Distributions Yield 96% Recovery

BIOGEN, INC: Reaches Accords in Litigation
BRADLEE'S: Quarterly Report For Period Ended October 31
BRUNO'S, INC: March 15 Exclusivity Extension Requested
BRUNO'S, INC: 365(d)(4) Extension Requested to June 30
CALCOMP: Considering The Alternatives Including Chapter 11

COMMERCIAL FINANCIAL: Undertakes Significant Cost Reduction
COUNTY SEAT: Requests 90 More Days to File Claim Objections
DESIGNS INC: Mails Letter And Revocation of Materials
EAGLE CAPITAL: 365(d)(4) Extension Requested to March 15
ELDER-BEERMAN: Ex-Chairman & CEO Wants Ruling on Firing

FLORIDA INDUSTRIES: Files for Chapter 11 Protection
FOAMEX INTERNATIONAL: Reports Stock Ownership
HEARTLAND WIRELESS: Equity Bid to Terminate Exclusivity
INTERACTIVE NETWORK: Files Plan of Reorganization
INTERNATIONAL WIRELESS: To Extend Berenson Minella Employ

ITHACA INDUSTRIES: Reports Quarter Results To SEC
LEASING SOLUTIONS: Handshake Moratorium on Debt Payments
LIVENT (U.S.): Rejecting Ragtime Show Equipment Lease
LYNX GOLF: Requests Extension of Solicitation Period
MEMOREX TELEX: Leasing Solutions Defaults on Agreement

MOBILEMEDIA CORP: Issues Response to New Generation
NATIONAL ENERGY: Motion to Dismiss Involuntary Petition
NEXAR TECHNOLOGIES: Anticipates Insolvency & Delisting
ONE STOP: Cellexis Objects to Disclosure of Relationships
PEAK INTERNATIONAL: Hires DLJ to Evaluate Buyer's Proposals

PHP HEALTHCARE: Seeks Approval Of $12M DIP Pact
RAND ENERGY: Meeting of Creditors Set for January 7, 1999
RAND ENERGY: Committee Objects to New CEO's Employment
RAND ENERGY: April 7, 1999 Bar Date Established
ROSE AUTO: Obtains DIP Loan to Fund Confirmation Process

SANTA FE GAMING: Reports Increase In Revenues and Cash Flow
STANLEY JAMES: Maryland Developer Files Chapter 11 Petition
WET SEAL: Files Quarterly Results

                 *********

ADVANCED GAMING: Files Joint Plan of Reorganization
---------------------------------------------------
Advanced Gaming Technology, Inc. (OTC BB:AGTI) and Branson
Signature Resorts, Inc., filed their Joint Plan of
Reorganization dated December 22, 1998, with the U.S.
Bankruptcy Court for the District of Nevada.  

The Plan contemplates distributing 2/3 of one new share of
common stock to each holder of $1 in general unsecured
claims against AGT.  Holders of equity interests in AGT
take nothing under the plan, nor do holders of unsecured
claims against BSR.

The Bankruptcy Court will consider the adequacy of the
information set forth in the Debtors' Disclosure Statement
filed in support of the plan at a January 26, 1999, hearing
in Las Vegas.

The company currently produces and markets patented and
proprietary electronic bingo systems.  The reorganized
entity expects to diversify product offerings by providing
technology to the gaming industry through new product
development and consulting services.  

In a press release announcing the filing of the Joint Plan,
AGT related that it has made significant cost reductions in
implementing a new operating strategy, including the
closing of the Vancouver, British Columbia office,
clarifying that all operations are now consolidated in Las
Vegas.


AID AUTO: Investigation Reveals Financial Misstatements
-------------------------------------------------------
Aid Auto Stores, Inc., discloses that its ongoing
investigation of its prior financial statements reveals
overstatements to its financial position as of December 31,
1997 in addition to the previously announced overstatement
by possibly more than $4.9 million of inventory.  The
Company's auditors, Grant Thornton LLP, withdrew their
audit report dated April 15, 1998 with respect to the
Company's consolidated balance sheets as of December 31,
1997 and 1996 and the related consolidated statements of
operations, stockholders' equity and cash flows for the
years ended December 31, 1997, 1996 and 1995.  In addition,
the Company voluntarily disclosed the investigation into
its financial statements to the United States Attorneys
Office which in turn contacted the Securities and Exchange
Commission.

Aid Auto has received a notice of default under its secured
loan agreement with Foothill Capital Corp.  Foothill is
currently owed approximately $7.9 million under its loan
agreement.  Foothill has agreed to a forbearance through
the end of business on the date of this release of any
action under the credit facility in order to give Aid Auto
the opportunity to arrange for an infusion of working
capital or the sale of the Company or its assets.  The
Company is currently engaged in discussions with several
parties as to a possible transaction.  Foothill has orally
indicated to the Company that the Company may continue such
discussions and that it may grant an extension with respect
to its forbearance.  Unless such extension is actually
granted by Foothill, or if such efforts to consummate a
transaction are not successful in the near future, Aid Auto
may be required under the forbearance agreement to take
action to liquidate its assets, including, possibly, a
filing under the Bankruptcy Code.  The forbearance
agreement with Foothill also provides that Kahn
Consulting, Inc. is appointed to act as the Company's Chief
Restructuring Officer and irrevocably authorizes and
directs Kahn to assume management responsibilities.


AIRSTAR TECHNOLOGIES: New Bankruptcy Counsel Brought Aboard
-----------------------------------------------------------
Airstar Technologies, Inc., tells the Bankruptcy Court in
Riverside, California, that it has retained M. Jonathan
Hayes, Esq., of Encono, California, as counsel to replace
Douglas Neistat, Esq., of Angel & Neistat.  The Debtor does
not state its reason for this substitution.  The Debtor
advises that it has delivered a $10,000 retainer to Mr.
Hayes to be drawn upon court approval of a fee application.


AUGMENT SYSTEMS: Trims Operations - Explores Alternatives
---------------------------------------------------------
Augment Systems, Inc. (OTC Bulletin Board:AUGS) yesterday
announced that due to the unavailability of capital the
Company has substantially scaled back business operations
and has retained Gollon Capital Advisors to explore merger
and acquisition opportunities and/or an orderly
liquidation. As part of this plan, the Company is
liquidating inventory and may seek bankruptcy protection if
and when appropriate.

Headquartered in Westford, MA, Augment Systems, Inc. is a
self-proclaimed pioneer in the design, manufacture,
marketing and support of high performance data access and
storage solutions for open, heterogeneous computing systems
environments.  The Company's Fibre Channel Storage Area
Networking systems addressed the increasing demand for the
rapid transfer and efficient storage of large image and
text files.


BEST PRODUCTS: Final Distributions Yield 96% Recovery
-----------------------------------------------------
Best Products Company mailed-out checks to its unsecured
creditors, paying them about 96-cents for every dollar they
were owed.  The Richmond-based retailer shut down two years
ago after its second chapter 11 filing.  Initial estimates
suggested that creditors might receive only 65-70 cents on
the dollar from the Best II liquidation; the company
derived more cash from asset sales than originally
anticipated.


BIOGEN, INC.: Reaches Accords in Litigation
-------------------------------------------
Biogen, Inc. (Nasdaq: BGEN) yesterday announced it has
resolved several outstanding commercial disputes.

(A) In November, the Company received a distribution of
funds as part of settlement of the claims of all remaining
creditors in the bankruptcy of Bioferon Biochemische
Substanzen GmbH & Co., a former joint venture between
Biogen and Rentschler Arzneimittlel GmbH & Co., of
Laupheim, Germany.  The settlement agreement which was
approved by the German bankruptcy referee also resolves
the six court cases to which Bioferon was a party.

(B) On December 28, 1998, Biogen settled its dispute with
ASTA Medica of Frankfurt, Germany relating to a terminated
1989 agreement among Biogen, ASTA and Bioferon under which
ASTA had obtained a license to certain intellectual
property rights related to recombinant beta interferon for
a number of European countries.   Under the terms of the
settlement agreement, ASTA dismissed its lawsuit against
Biogen in the U.S. District Court in Massachusetts and
released Biogen from all claims related to the 1989
agreement.  As part of the settlement, Biogen paid an
undisclosed amount to ASTA.  The amount paid to ASTA will
be offset in part by the amount received in the Bioferon
bankruptcy.  The net impact to Biogen of the two events
will not be material.

(C) Biogen also announced today that the plaintiffs have
agreed to dismiss Biogen as a defendant in a class action
suit filed against CVS and a number of pharmaceutical
companies for alleged violations of privacy rights in
connection with certain marketing practices.  The agreement
does not involve payments on the part of any party, and is
subject to approval by U.S. District Court Judge Patti
Saris.

Biogen's Chairman and Chief Executive Officer, James L.
Vincent stated, "I am pleased that these matters will no
longer be distractions, and that we can continue to focus
on bringing new breakthrough products to the market."


BRADLEE'S: Quarterly Report For Period Ended October 31
-------------------------------------------------------
For the quarter ended October 31, 1998, Bradlee's Inc.
reports to the SEC a net loss of $7.2 million on total
sales of $323.1 million.  This compares to net income of
$.4 million on total sales of $342.3 million for the same
period last year.  For the thirty nine weeks ended October
31, 1998 the company reports a net loss of $34.6 million on
total sales of $939.2 million.


BRUNO'S, INC: March 15 Exclusivity Extension Requested
-------------------------------------------------------
Bruno's, Inc., and its debtor-affiliates tell District
Judge Robinson in Wilmington that they have completed their
real estate rationalization program, "right sized" the
company, recovered from a warehouse explosion a hurricane
and other disasters, implemented and deployed programs to
remedy a host of operational problems, and have delivered a
long-term business plan to their Lenders and their
Creditors' Committee.  Accordingly, these cases have moved
after 11 months into the plan negotiation stage.  
To allow the Debtors time to meet with the Committee,
meaningfully negotiate the terms of a plan and reduce that
agreement to a formal proposal, the Debtors ask that their
exclusive period during which to file a plan of
reorganization be extended, without prejudice to further
extensions, through March 15, 1999. The Debtors
additionally request that their exclusive period
during which to solicit acceptances of such plan be
extended through May 14, 1999.  The Debtors note that they
and their Committee have been exploring and discussing a
wide range of strategic alternatives that will underpin the
ultimate plan.


BRUNO'S, INC: 365(d)(4) Extension Requested to June 30
------------------------------------------------------
Bruno's, Inc., tells the Court that it has, to date,
decided to assume, assume and assign or reject 92 of its
211 unexpired leases of nonresidential real property since
the commencement of its chapter 11 cases.  As the Company
negotiates with its creditors' committee concerning the
form and content of a plan of reorganization, Bruno's will
make further decisions about the disposition of its
property leases.  The Debtors note that the operating
stores include a number of marginal performers.  
Accordingly, pursuant to 11 U.S.C. Sec. 365(d)(4), Bruno's
asks Judge Robinson to extend the deadline by which its
must decide whether to assume or reject leases to the
earlier of (i) confirmation of a plan and (ii) June 30,
1999.


CALCOMP: Considering The Alternatives-Including Chapter 11
----------------------------------------------------------
CalComp Technology Inc. (Nasdaq:CLCP) Tuesday said it has
been notified by Lockheed Martin Corp. (NYSE:LMT), the
company's majority shareholder, that it will not increase
CalComp's existing credit capacity beyond the currently
available $43 million to fund its continuing operations.

CalComp also said that since it expects to reach its credit
limit during January 1999, and does not anticipate it will
be able to obtain additional funding from other sources,
the company will be required to consider strategic
alternatives, including the sale of some or all of its
operations, an orderly shut-down of its operations, and
should neither of these options be successfully realized,
the possible filing for protection under Chapter 11 of the
Bankruptcy Code.

John C. Batterton, CalComp's president and chief executive
officer, said the company has also been notified by
Lockheed Martin that it will consider providing additional
funding over approximately a six-month period to assist
CalComp in a non-bankruptcy related shut-down of
operations. He said such assistance might allow CalComp to
sell its proprietary CrystalJet printing technology and
liquidate other non-core related businesses in an orderly
manner. CalComp has notified Lockheed Martin of its
acceptance of Lockheed Martin's proposal to fund such a
shut-down of operations in accordance with a plan expected
to be approved by both CalComp and Lockheed Martin in early
January. Batterton noted that even though no assurances can
be given that an agreement with Lockheed Martin for
additional funding necessary for the orderly shut-down will
be reached, the company is optimistic that such an
agreement will be arranged by early January.

The company believes that an orderly shut-down of its
operations will likely lead to its liquidation and
dissolution. Distributions, if any, to common shareholders
will be based on proceeds received from the anticipated
sale of assets and operations, offset by amounts owed to
creditors.

"We appreciate Lockheed Martin's long-term support of
CalComp, but understand that our organization is not
considered strategic to their primary business,"  
said Batterton. "CalComp's immediate and priority focus,
therefore, will be to effect the required actions that will
be in the best interests of our shareholders, creditors,
customers and employees."

Batterton added that the company expects to cease shipments
of its recently developed CrystalJet-based line of printers
until current issues are resolved.

CalComp Technology is a leading developer and manufacturer
of computer graphics peripherals and supplies, for
personal, business and professional applications.  As an
industry leader in piezo inkjet technology, CalComp
develops image  marking systems and components that support
advanced digital printing  applications. Corporate offices
are located in Anaheim.


COMMERCIAL FINANCIAL: Undertakes Significant Cost Reduction
----------------------------------------------------------
This week's edition of the Credit Risk Management Report
reports that Tulsa, Okla.-based Commercial Financial
Services followed up the recent news of its Chapter 11
bankruptcy with the announcement it will be laying off
approximately 1,800 employees as part of a permanent
downsizing.

The report also relates CFS' further cost-cutting measures
in letter to employees dated Dec. 18.:

* Former president Bill Bartmann, who is acting as a
consultant to the company, will take a salary  
reduction.
* Key members of the senior management will take cuts in
pay.
* CFS' corporate airplane will be put up for sale;
* Catered lunches for senior management will be
discontinued.
* New Oklahoma City employees will be trained in
Oklahoma City.
* Floor space at the company's Tulsa facility will be
trimmed; and
* The company will work to cut back on purchasing
expenditures.

"I want each of you to know how much I deeply regret having
to make and implement these decisions so close to the
holiday season.  But my experience tells me that this
course is absolutely the best one for companies in
situations like CFS.  It is vitally important to act
decisively and quickly so that we can get this company back
on track as soon as possible," Fred Caruso, vice president
of Development Specialists, told CFS employees.  Caruso was
appointed president of the company after former CFS
President Bill Bartmann stepped down from that position
Oct. 26.


COUNTY SEAT: Requests 90 More Days to File Claim Objections
-----------------------------------------------------------
County Seat Stores, Inc., has until December 31, 1998, to
file objections to claims asserted by creditors against its
estate. Although the Debtor believes it has filed
objections to all disputed claims, it asks the Delaware
bankruptcy court for a 90 day extension of the deadline as
a prophylactic measure.  The Debtor notes that over 4,000
claims were filed against the estate--many after the bar
date and many erroneously delivered to the clerk's office
rather than to Logan & Company.


DESIGNS INC: Mails Letter And Revocation of Materials
-----------------------------------------------------
Designs, Inc. (NASDAQ:DESI), operator of outlet and
specialty retail apparel stores, announced that it is
mailing the following letter along with its revocation of  
consent solicitation materials to its stockholders.


DEAR FELLOW STOCKHOLDER:

You may recently have received consent solicitation
material from a dissident stockholder called Jewelcor
Management, Inc., a corporation controlled by a Florida
investor named Seymour H. Holtzman.   Mr. Holtzman is
seeking your consent to remove, without cause, five of the
six members of your Board of Directors and to replace them
with his own nominees.

We are writing you today to provide some information which
we believe will be important to you. Your Board has formed
a special committee of independent outside directors and
retained the investment banking firm of Shields & Company,
Inc. for the purpose of evaluating and recommending
alternatives for maximizing stockholder value in the
near term, including a possible sale of the Company. Among
other things, representatives of Shields & Company, Inc.
are in contact with parties who have already expressed an
interest in the Company, and they have targeted and will be
contacting other who they believe to be potentially
interested in acquiring the Company.

DON'T LET JEWELCOR DEPRIVE YOU OF THE VALUE OF YOUR
INVESTMENT.

The Special Committee has considered the Holtzman Group's
proposals and believes that your Board and current
management are in the best position to increase stockholder
value for the following reasons:

--Changing your Board will lead to disruption in the
operations of the Company - at a time when your Board needs
to lessen disruption to preserve stockholder value.

--A change in control of your Board, as contemplated by Mr.
Holtzman, would be an event of default and cause the
Company's $10 million outstanding revolving credit with
BankBoston Retail Finance, Inc. to become due and payable
at BankBoston's option. In the past, Jewelcor, Inc., a
company run by Holtzman, filed for bankruptcy, and The
First National Bank of Boston, an affiliate of BankBoston
Retail Finance, was owed about $100 million by Jewelcor at
the time of the bankruptcy.

--In light of BankBoston's past experience with Jewelcor,
Inc., we believe that if the Holtzman Group obtains control
of your Board, BankBoston would seek to accelerate payment
of the Company's loan, which would have an adverse effect
on the Company's working capital.

--Levi Strauss & Co. is a very significant relationship,
but continuation of that relationship is not guaranteed if
there were a transfer of control of the Company. Your Board
believes that the Levi Strauss & Co. relationship will be
very important to any purchaser of the Company and that it
is in the best position to manage that relationship.

--The Holtzman Group expects Stanley Berger to preserve the
Levi Strauss & Co. relationship. It has been years, in our
view, since Mr. Berger has played any meaningful role in
the Company's relationship with Levi Strauss & Co.

You can reject Jewelcor and its efforts to take control of
your Company. Simply be sure not to sign Jewelcor's WHITE
consent card. If you have already signed a WHITE consent
card, you can easily revoke that consent by signing, dating
and mailing the enclosed BLUE consent revocation card
immediately.

You can act today to protect your investment in the
Company. Whether or not you have previously signed
Jewelcor's WHITE consent card, please sign and date the
enclosed BLUE Consent Revocation Card and return it in the
enclosed postage-paid envelope. The Holtzmans are
trying to stampede you and your fellow stockholders into
acting immediately, so it is important that you send in the
BLUE Consent Revocation Card today!

Thank you for your continued trust and support,

Sincerely,
JAMES G. GRONINGER

Chairman of the Special Committee


EAGLE CAPITAL: 365(d)(4) Extension Requested to March 15
--------------------------------------------------------
Without articulating any business reasons, Eagle Capital
Mortgage, Ltd., requests that the Dallas bankruptcy court
extend its deadline within which to decide whether to
assume or reject its nonresidential real property leases
through March 15, 1999, without prejudice to further
extensions.  The Debtor notes that all of its
nonresidential property leases have been rejected
except for the lease of its corporate headquarters.


ELDER-BEERMAN: Ex-Chairman & CEO Wants Ruling on Firing
-------------------------------------------------------
Milton E. Hartley, former chairman and chief executive of
Elder-Beerman Stores Corp., asks the U.S. Bankruptcy Court
in Dayton, Ohio, to grant his motion for summary judgment
and hold that Elder-Beerman's board violated his employment
contract by not giving him a hearing before his dismissal.  
Hartley, represented by David C. Greer, Esq., asks Judge
William A. Clark to award him $2.4 million in unpaid
salary, bonus and retirement compensation, plus damages.  
Elder-Beerman Stores Corp. officially emerged
from two turbulent years of bankruptcy this past year.


FLORIDA INDUSTRIES: Files for Chapter 11 Protection
---------------------------------------------------
Florida Industries Investment Corp., located at 4802
Distribution Court No. 7 in Orlando, Florida, recently
filed for protection under chapter 11.  The Florida
Sentinel reports that the FIIC's petition discloses
$4,321,000 in assets versus $443,725 in debts. FIIC's
largest unsecured creditors, according to the Sentinel, are
George Cox of Orlando, owed $15,000; Riggs & Associates of
Winter Park, owed $125,000; and J. Hill of Vero Beach, owed
$10,000.


FOAMEX INTERNATIONAL: Reports Stock Ownership
---------------------------------------------
In an amended schedule 13D filed with the SEC, Trace
International Holdings, Inc. reports an aggregate ownership  
of 11,525,000 shares of common stock (46.1% of the class)of
Foamex International Inc. Trace Foam Sub, Inc. reports an
aggregate ownership of 7,000,247 shares (28.0% of the
class)

In connection with the acquisition of Great Western, Trace
Holdings entered into a put option agreement  with John
Rallis, a former President of Foamex International and the
former owner of Great Western Foam Products Corporation.
Pursuant to the Put Option, Mr. Rallis has the right and
option to sell to Trace Holdings 308,813 shares of Common
Stock for approximately $7.5 million, or $24.29 per share,
at any time during the period commencing May 6, 1998, which
expiration date was initially extended to November 6, 1998.
On November 6, 1998, Mr. Rallis exercised the Put Option,
which Trace Holdings was unable to satisfy; subsequently,
Mr. Rallis agreed to rescind the exercise of the Put Option
in exchange for the extension of the expiration date
of the Put Option to March 31, 1999.

It is anticipated that in connection with the consummation
of the Merger, Trace Holdings will pay to Mr. Rallis the
difference between the amount payable to Mr. Rallis upon
exercise of the Put Option and the Merger Consideration
with respect to the underlying shares of Common Stock.


HEARTLAND WIRELESS: Equity Bid to Terminate Exclusivity
-----------------------------------------------------------
The Unofficial Ad Hoc Equity Security Holders' Committee
moves the bankruptcy court in Delaware for an order
terminating Heartland Wireless Communications, Inc.'s
exclusive period during which to propose a plan of
reorganization.  

"The Debtor's expedited [road to confirmation of their
prepackaged plan] severely undercuts the ability of the
Debtor's equity security holders to meaningfully
participate in the bankruptcy process," the Committee
complains.  The Debtor, the Committee charges, is using
plan exclusivity "as a tactical device to put pressure on
(the equity security holders) to yield to a plan they
consider unsatisfactory."

The Committee tells the Court that it wants to propose a
competing plan, premised on a higher valuation, that will
convert all of the Debtor's indebtedness into equity and
preserve value for shareholders.  


INTERACTIVE NETWORK: Files Plan of Reorganization
-------------------------------------------------
As previously reported, Interactive Network, Inc., 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 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.

Interactive Network delivered a copy of its Plan and the
Comprehensive Settlement Agreement forming a cornerstone of
that Plan to the SEC under cover of Form 8-K last week.  
Full-text copies of the Debtor's Plan and the Settlement
Agreement are available at no charge at

http://www.sec.gov/Archives/edgar/data/879482/0000929624-
98-
002092.txt via the Internet.


INTERNATIONAL WIRELESS: To Extend Berenson Minella Employ
-----------------------------------------------------------
International Wireless, Communications Holdings Inc. and
its affiliated debtors seeks authority to extend their
retain Berenson Minella & Company as their special
financial advisor through January 31, 1999 at the rate of
$100,000 per month.


ITHACA INDUSTRIES: Reports Quarter Results To SEC
-------------------------------------------------
Net sales increased from $63.2 million for the thirteen
weeks ended November 1, 1997 to $78.2 million for the
thirteen weeks ended October 31, 1998.Included in this
year's sales is $14.6 million for Glendale Hosiery which
was acquired on March 24, 1998. Partially offsetting this
increase was a decrease of$3.5 million in other hosiery
related business due to product changes at one of
the division's major customers and the lowering of in-store
inventory levels by certain customers. The Company's
underwear division's sales during this period
were $3.9 million higher than the same period last year.

The gross profit margin for the third quarter of fiscal
1999 decreased to 14.5% from 15.2% in the comparable period
last year. This decrease resulted primarily from start-up
costs for new programs and costs associated with
consolidating the Company's two hosiery divisions.


Net sales increased from $182.9 million for the thirty-nine
weeks ended November 1, 1997 to $205.9 million for the
thirty-nine weeks ended October 31,1998.

Operating income decreased to $7.4 million for year-to-date
fiscal 1999 from $7.7 million for the comparable period
last year.


LEASING SOLUTIONS: Handshake Moratorium on Debt Payments
--------------------------------------------------------
Leasing Solutions, Inc. (NYSE:LSI), and Memorex Telex
Corporation entered into and obtained Judge Walsh's
approval of a compromise and settlement agreement under
which LSI agreed to pay Memorex $2,154,000.  LSI paid
$1,000,000 of the settlement amount but now
advise Memorex that because:

(1) LSI is in the middle of its own restructuring, and

(2) LSI is "in a moratorium" and would violate a
"handshake" agreement with its lenders if it were to pay
the
remaining settlement amount,

LSI will not be remitting the remaining $1,154,000 to
Memorex.


LIVENT (U.S.): Rejecting Ragtime Show Equipment Lease
-----------------------------------------------------
Livent (U.S.), Inc., has determined that it should reject
an unexpired 1995 lease with Westsun Show Systems (U.S.),
Inc., and Charter Financial for light and audio equipment
used in connection with the Debtor's production of the
Ragtime show.  The lease calls for monthly payments of
$97,644 and a $427,000 balloon payment on April 1, 1999.  
Because Ragtime will end its tour in Boston this month, the
Debtor has no further need for the equipment.


LYNX GOLF: Requests Extension of Solicitation Period
----------------------------------------------------
Lynx Golf, Inc., asks Judge Bowie for an extension of its
exclusive period during which to solicit acceptances of its
plan of reorganization filed on November 23, 1998 through
the later of (i) May 1, 1999 and (ii) the date set for
confirmation of Lynx' Plan. Lynx affirmatively states its
belief that its plan has reasonable prospects for
successful confirmation and consummation.  


MEMOREX TELEX: Leasing Solutions Defaults on Agreement
------------------------------------------------------
Leasing Solutions, Inc. (NYSE:LSI), and Memorex Telex
Corporation entered into and obtained Judge Walsh's
approval of a compromise and settlement agreement under
which LSI agreed to pay Memorex $2,154,000.  LSI paid
$1,000,000 of the settlement amount but now advises Memorex
that because:

(1) LSI is in the middle of its own restructuring, and

(2) LSI is "in a moratorium" and would violate a
"handshake" agreement with its lenders if it were to pay
the
remaining settlement amount,

LSI will not be remitting the remaining $1,154,000 to
Memorex.

Memorex has turned to Judge Walsh for entry of an order
directing LSI to make immediate payment of the remaining
$1,154,000 and imposing sanctions on LSI for failure to
honor the Settlement Agreement by requiring LSI to pay
Memorex' legal costs of bringing this motion.


MOBILEMEDIA CORP: Issues Response to New Generation
---------------------------------------------------
MobileMedia Corp. issued the following statement in
response to New Generation's opposition to the Company's
Plan premised on a merger with Arch Communications:

MobileMedia Corp. believes that the Plan of Reorganization
filed by the company with the U.S. Bankruptcy Court on Dec.
2, 1998, providing for the merger with Arch Communications
Group Inc. represents the best available outcome for all of
MobileMedia's creditors, including its unsecured creditors.  

The company reached this conclusion after months of
evaluating various restructuring alternatives with the
participation of its advisers and the advisers to its
secured and unsecured creditors.

MobileMedia's Plan of Reorganization provides for a merger
of MobileMedia and Arch Communications in which
MobileMedia's unsecured creditors will receive shares of
Arch common stock and the company's secured creditors will
receive payment for their claims in cash.

The Official Committee of Unsecured Creditors has agreed to
support MobileMedia's Plan of Reorganization.  Unsecured
creditors, including members of the Official Committee of
Unsecured Creditors, holding approximately $230 million in
unsecured claims, or approximately 50 percent of the
estimated total unsecured claims, have agreed to vote for
the plan.

New Generation Advisers has represented that it holds
approximately $11.5 million of MobileMedia bonds, or less
than 2.5 percent of the company's total unsecured claims.

As noted in the Disclosure Statement filed by MobileMedia
with the Bankruptcy Court on Dec. 3, 1998, and approved by
the court on Dec. 11, 1998, ". . . the Debtors and the
(Unsecured Creditors) Committee, assisted by their
professionals, attempted over a period over one year in
duration to formulate a plan of reorganization that
maximized the value of these estates.  Moreover, the
Committee invited holders of Class 6 (unsecured) Claims
such as New Generation to participate in this process.  New
Generation has never brought any alternative transaction to
the attention of the Debtors or the Committee nor has it
offered to participate in the financing of any
transaction."


NATIONAL ENERGY: Motion to Dismiss Involuntary Petition
-------------------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGXQ)
announced that it filed in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division,
an Answer to and Motion to Dismiss the pending Involuntary
Petition filed earlier this month by certain of the
Company's 10-3/4% Senior Notes Bondholders.  

The Company's Motion affirms that it:

(i) is meeting its obligations and generally paying its
debts as they become due, unless such debts are the
basis of a bona fide dispute and

(ii) has arranged with the lender under its Restated Loan
Agreement to borrow additional funds sufficient to pay
current amounts owing in respect of accrued interest on
the 10-3/4% Senior Notes in the approximate amount of $9
million, conditioned upon the Court's dismissal of the
Involuntary Petition.

As previously reported (TCR 10-Dec-1998), the Involuntary
Petition was filed by Oppenheimer High Income Fund, TCW
Shared Opportunity Fund II L.P., Shared Opportunity Fund
IIB
LLC, TCW Shared Opportunity Fund III L.P., TCW Leveraged
Income Trust L.P., Lutheran Brotherhood High Yield Fund, LB
Series Fund Inc., High Yield Portfolio, Salomon Brothers
Asset Management, and Alliance High Yield Fund Inc.

The Company also announced, effective December 22, 1998,
the Company's Restated Loan Agreement, as amended, with
Bank One, Texas N.A. and Credit Lyonnais, New York Branch,
et al., has been assigned to Arnos, Inc., an affiliated
subsidiary of the Company's Series D Preferred stockholder,
and of which a director of the Company is its Chief
Financial Officer.  Upon purchase and assignment of the
Restated Loan Agreement, Arnos, Inc. advised the Company
that it would make available additional Advances as
provided in the Restated Loan Agreement in an amount
sufficient to pay the outstanding accrued interest owing to
the Company's 10-3/4% Senior Notes bondholders; provided
the Court dismisses the Involuntary Petition filed against
the Company upon payment of the outstanding interest.

The Company further announced that it successfully
completed and tested its Landess No. 33-3 well in the North
Edith Field in Woods County, Oklahoma.  The Landess No. 33-
3 flow tested at 1,800 mcf of gas per day and 0 barrels of
water, with a flowing tubing pressure of 500 psi on a
24/64" choke.  The well was completed from perforations
5781' to 5802' and 5811' to 5814' in the Chester Reservoir,
which was the Company's primary target.  The well is
expected to be produced at approximately 1, 400 mcfd.  
NEGXQ operates and owns a 54.6% working interest in the
Landess No. 33-3.

National Energy Group, Inc. is a Dallas, Texas based
independent oil and gas exploration and production company,
headquartered in Dallas, Texas, with operations primarily
in Louisiana, Texas, and Oklahoma.


NEXAR TECHNOLOGIES: Anticipates Insolvency & Delisting
------------------------------------------------------
Nexar Technologies, Inc. announced that due to the
company's inability to obtain new financing and concern
among its creditors, Nexar anticipates that it will soon
commence insolvency proceedings.  In addition, Nexar
anticipates its common stock will be de-listed from The
Nasdaq Stock Market as early as Friday, December 11, 1998
due to the company's failure to satisfy Nasdaq listing
requirements.  Upon de-listing from Nasdaq, the company's
stock may continue to be traded over-the-counter until any
such insolvency proceedings are resolved, although the
company warned that it could not ensure that such trading
would occur or continue.


ONE STOP: Cellexis Objects to Disclosure of Relationships
-----------------------------------------------------------
Cellexis International, Inc., objects to the adequacy of
the information contained in the disclosure statement
presented by One Stop Wireless of America, Inc., in support
of the proposed plan of reorganization for its and its two
debtor-affiliates.

Cellexis focuses the Court's attention on the lack of
disclosure concerning the relationships of David Chadwick,
PhoneXchange and the Debtors.  The Plan proposes to abandon
assets to these entities for no consideration and the
insider nature of the relationships are inadequately
described, Cellexis asserts.  


PEAK INTERNATIONAL: Hires DLJ to Evaluate Buyer's Proposals
-----------------------------------------------------------
Peak International Limited, which has principal offices in
Austin, Texas, and Hong Kong, has hired the investment firm
Donaldson, Lufkin & Jenrette to help it consider potential
buyers.  On Nov. 18, Peak said a company had expressed
interest in pursuing an acquisition of the Company.  Peak
did not identify the suitor.  At the same time, Chief
Executive Richard Brooks left the company.


PHP HEALTHCARE: Seeks Approval Of $12M DIP Pact
-----------------------------------------------
Reston, Va.-based PHP Healthcare Corp. is seeking court
approval of a $12 million debtor-in-possession financing
agreement with NationsBank N.A.  The medical management
company said it would need $6 million over the next few
weeks to cover disbursements, including payments to
employees and suppliers, lease payments and
miscellaneous operating expenses, as well as the
reimbursement of fees and expenses related to the proposed
DIP financing.  "In particular, even with the use of the
Lender's cash collateral, the Debtor is currently unable to
fund adequately its operations. Without immediate access to
the DIP Financing, the Debtor will be unable to pay its
vendors or its employees, or to pay other essential
ordinary court business expenses, all to the severe
detriment of the business."  Accordingly, the credit
agreement provides a $12 million commitment, with up to $6
million available through the entry of a final order.  (ABI
& Federal Filings, Inc. 29-Dec-1998)


RAND ENERGY: Meeting of Creditors Set for January 7, 1999
---------------------------------------------------------
The United States Trustee in Dallas will convene a meeting
of creditors, pursuant to 11 U.S.C. Sec. 341, of Rand
Energy Company, at 2:00 p.m. on January 7, 1999, in Dallas.


RAND ENERGY: Committee Objects to New CEO's Employment
------------------------------------------------------
As previously reported (TCR 15-Dec-1998), Rand Energy
Company fired Jeff Rand and hired James R. Latimer, III, as
Presient and CEO.  

The Committee says that a $30,000 monthly salary for Mr.
Latimer is too high.  The Committee suggests that the
Debtor can employ a CEO with superior relevant experience
and qualifications who will work full time for $12,000 per
month or less.  Further, it appears to the Committee that
Mr. Latimer would duplicate many services already being
provided by professionals retained in chapter 11
proceedings.  Additionally, to the extent that the
Committee has had contact with Mr. Latimer, the Committee
is convinced that he has not effectively managed the Debtor
since his hiring.


RAND ENERGY: April 7, 1999 Bar Date Established
-----------------------------------------------
The United States Bankruptcy Clerk in Dallas has notified
creditors that April 7, 1999, is the deadline for filing
proofs of claim against Rand Energy Company a/k/a Rand
Paulton Energy Company a/k/a Rand Paulson Oil Company, Inc.


ROSE AUTO: Obtains DIP Loan to Fund Confirmation Process
--------------------------------------------------------
Rose Auto Stores-Florida, Inc., has obtained a $10,000 90-
day loan from Halter Financial Group, Inc., at a 9%
interest rate, to fund the costs of mailing its plan to
creditors for voting, tabulating ballots and prosecuting
its plan to confirmation.  The Note provides that it will
be repaid, in full, in cash, pursuant to the terms of the
plan, if the plan is confirmed.  In the event confirmation
fails, Halter agrees that $7,500 will be paid as a super-
priority administrative claim and $2,500 will be
subordinated to the claims of Rose's general unsecured
creditors.


SANTA FE GAMING: Reports Increase In Revenues and Cash Flow
-----------------------------------------------------------
Santa Fe Gaming Corporation (Amex: SGM), a diversified
gaming company headquartered in Las Vegas, announced the
results for the quarter and fiscal year ended September 30,
1998.

For the year ended September 30, 1998, the Company reported
net revenues of $112.8 million, a $7.8 million increase
over revenues in fiscal 1997.  The increase is primarily
the result of improved operating results at the Santa Fe  
Hotel which increased revenues by $8.8 million or 14.0% to
$71.5 million in fiscal 1998.

Earnings before interest, taxes, depreciation,
amortization, rents and corporate charges for the 1998
fiscal year increased to $27.1 million, a $3.9 million
increase over cash flow in fiscal 1997.  The increase is
primarily the result of improved operating results at the
Santa Fe Hotel, which increased cash flow from operations
by $5.7 million, or 38.7%, to $20.6 million in fiscal 1998.

Operating income for fiscal 1998 was $7.8 million versus
operating income of $5.1 million in fiscal 1997, excluding
a $44.0 million impairment loss recorded in the fourth
quarter of fiscal 1998 to adjust the carrying value of the  
Company's fixed and intangible assets at the Pioneer in
Laughlin, Nevada. The Company determined an impairment loss
had occurred due to a change in regulatory policy by the
State of California with regard to gaming operations  
by Native Americans.

The Company reported a net loss of $63.9 million or $10.31
per common share compared to a net loss of $13.1 million or
$2.12 per common share in fiscal 1997.  The increase in
loss in fiscal 1998 is due primarily to the impairment  
loss referred to above and the fact that the Company did
not record a tax benefit in fiscal 1998.

In connection with the audit of the Company's financial
statements, the Company's independent auditors report
expresses an unqualified opinion and includes an
explanatory paragraph relating to Santa Fe Gaming
Corporation's ability to continue as a going concern.  The
auditors' report indicates that the Company's inability to
meet the repayment terms of the 13 1/2% First Mortgage
Bonds ("13 1/2 Notes"), its net losses and its
stockholders' deficiency raise substantial doubt about its
ability to continue as a going concern.  The audited
financial statements do not include any adjustments that  
might result from the outcome of such uncertainty.

As previously announced, the Company's subsidiary, Pioneer
Finance Corp. ("PFC"), did not pay at the December 1, 1998
maturity $60 million of 13 1/2% Notes which are guaranteed
by the Company.  In November 1998, PFC received and  
accepted consents from holders of approximately 75%, or
$45.8 million principal amount, of the outstanding 13 1/2%
Notes pursuant to the Offering Circular and Consent
Solicitation dated October 23, 1998, as amended (the
"Consent Solicitation"), in which (i) PFC agreed, among
other things, to file for relief under Chapter 11 of the
United States Bankruptcy Code and to seek confirmation  a
plan of reorganization that provides for issuance of new
notes in  satisfaction of the 13 1/2% Notes pursuant to the
terms set forth in the Consent Solicitation, and (ii) the
consenting holders agreed (a) to forbear until December
2000 from exercising rights or remedies arising as a result
of the failure by PFC to pay principal and interest on the
13 1/2% Notes at the December 1, 1998 maturity date, or the
failure by Pioneer Hotel Inc. to pay principal and interest
on the inter-company mirror note from Pioneer Hotel Inc.  
to PFC at the December 1, 1998 maturity date and (b) to
vote to accept a plan of reorganization in a Chapter 11
bankruptcy case that provides for treatment  of the 13/%
Notes substantially as described in the Consent
Solicitation.  No assurance can be given that the plan of
reorganization PFC intends to submit for confirmation will
be confirmed.

As also previously announced, the Company has been advised
by the American Stock Exchange that it no longer meets the
continued listing requirements for its common and preferred
stock.  As a result, no assurance can be given that  
the common and preferred stock will continue to be listed
on the American Stock  Exchange.

Selected financial data, including operating results for
the Santa Fe and the Pioneer are included in the Company's
Annual Report on Form 10-K, filed today with the Securities
and Exchange Commission.


STANLEY JAMES: Maryland Developer Files Chapter 11 Petition
-----------------------------------------------------------
Stanley James Development Corp. located at 5558 Muddy Creek
Road in West River, Maryland filed for protection under
Chapter 11 in Baltimore.  James King serves as the Debtor's
president.  The Debtor indicates in its Voluntary Petition
that assets and liabilities exceed $1 million.


WET SEAL: Files Quarterly Results
---------------------------------
Sales in the third quarter of fiscal 1998 were $121,622,000
compared to sales in the third quarter of fiscal 1997 of
$104,435,000, an increase of $17,187,000 or 16.5%.  The
dollar increase in sales was primarily due to the
net increase of 49 stores; 424 stores at the end of the
third quarter of fiscal 1998 compared to 375 stores at the
end of the third quarter of fiscal 1997.  The increase was
also due to the catalog sales associated with the
fourth and fifth catalog mailings in the third quarter of
fiscal 1998.  To a lesser extent the increase in sales was
due to a 0.1% increase in comparable store sales.

Net income was $5,418,000 in the third quarter of fiscal
1998 compared to $5,479,000 in the third quarter of fiscal
1997.  As a percentage of sales, net income was 4.5% in the
third quarter of fiscal 1998 compared to 5.2% in the third
quarter of fiscal 1997.

Sales in the 39 weeks ended October 31, 1998 were
$339,503,000 compared to sales in the 39 weeks ended
November 1, 1997 of $294,252,000, an increase of
$45,251,000 or 15.4%. Net income was $13,785,000 in the
third quarter year to date of fiscal 1998 compared to
$12,411,000 in the third quarter year to date of fiscal
1997.

                       *********

A listing of Meetings, Conferences and Seminars appears in
each Tuesday's edition of the TCR.  

Bond pricing, appearing in each Friday edition of the TCR,
is provided 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-
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Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors. Copyright 1998.  
All rights reserved.  ISSN 1520-9474.  

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