TCR_Public/981231.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 31, 1998, Vol. 2, No. 254


AHERF: Expected to Default on Uninsured Bonds Friday
APS: Wins 90-Day Exclusivity Extension
ARROW AUTOMOTIVE: Final Hearing On Use of Cash Collateral
ARROW AUTOMOTIVE: Last Day to File Proofs of Claim
ARROW AUTOMOTIVE: Motion To Extend Time To Assume Leases

AUGMENT SYSTEMS: May File for Bankruptcy
CHESAPEAKE ENERGY: Suspends Stock Dividend
CROWN BOOKS: Seeks Time To Assume Or Reject Leases
DELAWARE VALLEY: Files Chapter 11 to Facilitate Sale

FASTCOMM: Supreme Court of Virginia to Hear Appeal
FPA MEDICAL: Seeks Approval of Disclosure Statement
FPA MEDICAL: Sues Blue Cross To Recover Fees
GREENE INTERNATIONAL: Purchased By Photomatrix
LIVENT INC: Court Grants Final Approval of Financing

MENLO ACQUISITION: Plan Confirmed October 28, 1998
MOBILEMEDIA: Merger Hits Snag
PENN TRAFFIC: Intends to Forego Interest Payment On Notes
ROYAL OAK MINES: Defaults and Moves Closer to Bankruptcy
SALANT CORPORATION: Files Pre-Negotiated Chapter 11 Plan

SGL CARBON: Offers 15% To Non-Settling Antitrust Litigants
SUMMIT METALS: Case Summary & 20 Largest Creditors
TAL WIRELESS: Any Money Left For Shareholders?
TWIN B AUTO: Files For Chapter 11
WESTMORELAND COAL: Court Dismisses Bankruptcy

DLS CAPITAL PARTNERS: Bond Pricing For Week of December 29


AHERF: Expected to Default on Uninsured Bonds Friday
The Allegheny Health, Education and Research Foundation
(AHERF) is expected to default on the uninsured bonds for
its Philadelphia-area hospitals on Friday, Bond Buyer
reported. Many have anticipated this since AHERF filed
chapter 11 in July. Interest payments are due on about $160
million of bonds issued for AHERF's Centennial hospitals,
but it's expected that the health system cannot make those
payments. AHERF has not filed any motions with the court
that would allow it to do so, and it already missed
payments due on Nov. 13 for bonds issued for hospitals in
its Delaware Valley Obligated Group. Those bonds were
insured by MBIA Insurance Corp., which paid investors.
(ABI 29-Dec-98)   

APS: Wins 90-Day Exclusivity Extension
APS Holding Corp. won a 90-day extension of its exclusive
periods to file a reorganization plan and solicit
acceptances, through March 29 and April 28, respectively.  
After concluding that a stand-alone plan is unworkable, the
auto parts retailer has shifted its focus and embarked on a
campaign to sell its assets.(Federal Filings Inc. 29-Dec-

ARROW AUTOMOTIVE: Final Hearing On Use of Cash Collateral
A final hearing is scheduled to take place on January 19,
1998 at 11:30 AM before the Honorable Henry J. Boroff, to
consider the debtor's request fo4r authority to use the
cash collateral of BankBoston NA and Norwest Business  
Credit, Inc. pursuant to the stipulation authorizing use of
cash collateral as amended.

ARROW AUTOMOTIVE: Last Day to File Proofs of Claim
In the case of Arrow Automotive Industries, Inc., the court
has set February 15, 1999 as the last day to file proofs of
claim or interest.

ARROW AUTOMOTIVE: Motion To Extend Time To Assume Leases
A motion will be heard on January 5, 1999 before the
Honorable Henry J. Boroff by the debtor Arrow Automotive
Industries, Inc. to extend the time to assume or reject
unexpired leases of non-residential real property.  

AUGMENT SYSTEMS: May File for Bankruptcy
Augment Systems Inc., Westford, Mass., yesterday announced
that it has scaled back its business and may file for
bankruptcy protection because of its lack of capital,
according to a newswire report. The developer of storage
area networking solutions for managing large image and data
files has retained Gollon Capital Advisors to explore
merger and acquisition opportunities, as well as
bankruptcy. Augment Systems is liquidating its

CHESAPEAKE ENERGY: Suspends Stock Dividend
The Daily Oklahoman reports on December 17, 1998 that the
board of directors of Oklahoma City-based Chesapeake Energy
Corp. has approved suspending the $4 million quarterly cash
dividend on the company's 7 percent convertible preferred

The company reported that the preferred dividends will not
be paid until higher commodity prices provide the ability
under two of the company's four debt indentures to permit
resumption of these dividends. In the interim,  
dividends on the 7 percent convertible preferred stock will
accrue in accordance with terms of the stock's certificate
of designation.

Tulsa-based Commercial Financial Services will lay off
1,800 workers - almost half its Oklahoma work force -
beginning Jan. 8. More layoffs are possible, Fred Caruso,
the new company president, said in a memo to employees
Friday. The job cuts will be permanent.

Caruso was hired because he specializes in turning around
troubled companies. Commercial Financial employs about
3,800, including 700 in Oklahoma City and about 3,100 in
Tulsa. The company buys bad credit card debt from some of
the country's largest banks and attempts to collect from
debtors using a friendly approach.

Caruso did not indicate how long it would take to cut the
1,800 workers, nor did he say where the cuts would occur.
Most layoffs will be in support jobs, he said. A majority
of the company's Oklahoma City employees are debt
collectors, who are considered core workers as
the company attempts to shore up its dwindling cash

The announcement is the latest development in a chain of
events marking Commercial Financial's fall from business
world stardom.  Commercial Financial's troubles began after
questions arose in October about the integrity of its
heralded debt-collection rates.  On Dec. 10, a North
Carolina court granted NationsBank a temporary  
restraining order, freezing $66 million of the company's

The following day, creditors holding $141 million in
Commercial Financial notes declared the company in default
and threatened to force it into involuntary bankruptcy.

Commercial Financial filed for Chapter 11 protection Dec.
11 to protect itself while company officials search for a
buyer.   Goldman Sachs, Commercial Financial's investment
banker, advised the company that cutting its work force
would make the company more attractive to potential buyers
during the Chapter 11 proceeding, according to Caruso's

Efforts to sell the company are ongoing, although the
company has not disclosed how many bidders have submitted

Company founder William R. "Bill" Bart- mann has reduced
his salary to $1 a year as the company takes measures to
cut expenses, Price said.  The company would not release
Bart- mann's normal salary. Salaries are also being reduced
for other key managers, Caruso told employees, and the
corporate airplane is for sale.

On Tuesday, the company's 20 largest creditors will meet in
U.S. Bankruptcy Court in Tulsa.  Commercial Financial is
asking for court approval to modify its "forward flow"
contracts, or agreements that commit the company to buy
future credit card debts from banks.

"They are all being amended in different ways," said a
source familiar with the situation. "For some of them, we
are going to suspend the purchase of accounts for several
months. For some of them we are going to change the price  
at which we buy accounts."

Speculation about Commercial Financial surfaced in October
after an anonymous letter accused the company of
overstating its collections. Bartmann temporarily resigned
his position as chairman during an internal investigation.
The company has not disclosed findings of its internal

Ratings agencies downgraded or suspended ratings on about
$1.6 billion in Commercial Financial securities after
receiving copies of the letter. The ratings agencies'
actions were based on concerns that Commercial Financial  
could default on its securities payments if collections are
below initial projections. (Daily Oklahoman - 12/19/98)

CROWN BOOKS: Seeks Time To Assume Or Reject Leases
The debtor, Crown Books Corporation and its debtor
affiliates seek an extension of the time within which the
debtors must elect to assume or reject their unexpired
leases of non-residential real property.

The debtors are tenants under approximately 94 unexpired
nonresidential real property leases.  The leases relate to
the debtors' retail stores and corporate offices.

The debtors continue to re-evaluate every aspect of their
business and the profitability of each operating store.  
Since the petition date, the debtors have identified and
obtained authority to close approximately 83 unprofitable
stores.  The debtors state that they should not be
compelled to assume large numbers of leases for operating
stores without the benefit of the formulation of a
comprehensive business plan. The debtors state that Keen
Realty Consultants continue to negotiate with landlords to
obtain further benefits, including rent concessions and
lease amendments.  The large number of leases makes it
impracticable for the debtors to evaluate fully each of the
leases at this time to determine what action would be in
the best interests of the debtors, their estates and their
creditors.   The debtors seek an extension of time through
and including April 12, 1999 within which to assume, assume
and assign or reject each lease.

A hearing with respect to the motion will be held on
January 8, 1998 at 10:00 AM before the Honorable Roderick
R. McKelvie at the United States District Court for the
District of Delaware.

DELAWARE VALLEY: Files Chapter 11 to Facilitate Sale
Delaware Valley Medical Center yesterday filed chapter 11
in Philadelphia in part to facilitate the proposed sale of
its buildings and equipment for about $18 million to
Frankford Hospital, which would use it as an in-patient
center, The Philadelphia Inquirer reported. The sale would
be subject to the bankruptcy court's approval.  Delaware
Valley, which has a bond debt of about $25 million, would
receive between $3 and $5 million from Frankford over the
next six weeks to cover operating costs and pay employees
and vendors. Frankford also will invest about $20 million
to build Delaware  Valley into "the provider of choice for
area residents and physicians," according to Frankford
Hospital President Roy Powell. (ABI 29-Dec-98)

FASTCOMM: Supreme Court of Virginia to Hear Appeal
FastComm Communications Corp. (OTC BB:FSCX) today announced
that the Supreme Court of Virginia has agreed to hear its
appeal of a February 1998 judgement awarded to Gary H.  
Davison, a former officer and director of the Company. This
award relates to a breach of contract claim involving
claims for stock options and bonuses arising out of his
employment with FastComm which was terminated by the
Company on October 20, 1995.

On February 17, 1998, a jury in Circuit Court of Fairfax,
Virginia awarded Davison $1,125,000 plus accrued interest.
In response to a motion to set aside this verdict, the
court reduced the award by $100, 000 in its final order
on  May 1, 1998.

The Company was in active settlement discussions with Mr.
Davison when he commenced enforcement activities, the
results of which forced the Company to file a voluntary
petition for reorganization under Chapter 11 of the
federal bankruptcy laws.

The Company maintains that it has sufficient meritorious
defenses to overturn this verdict. No date has been set for
the hearing of the appeal.

FastComm designs, manufactures, and sells access products
for public and private digital networks. Its products  
include X.25 and Frame Relay concentrators, Voice and Data
FRADs, and Internet access routers; T-1/E-1 ATM access
equipment; and the SuperView(tm) data switch for managing
multiple remote devices.

FPA MEDICAL: Seeks Approval of Disclosure Statement
On December 23, 1998, the debtors, FPA Medical Management
Inc., et al., served a motion for order approving the
debtors' Disclosure Statement.

FPA MEDICAL: Sues Blue Cross To Recover Fees
FPA has filed a lawsuit seeking to recover about $1.2
million in medical service capitation fees due under
prepetition contracts with Blue Cross of California that
the company claims are being unlawfully withheld.  "By
withholding Capitation Payments from the Debtors'
operations, Blue Cross contributed to the Debtors' cash
flow problems, which problem ultimately forced the Debtors
to seek chapter 11 protection," the physician practice
management company alleged in its complaint.(Federal
Filings Inc. 29-Dec-98)

GREENE INTERNATIONAL: Purchased By Photomatrix
Photomatrix Inc. (Nasdaq:PHRX), a value-added engineering,
design and manufacturing company specializing in high-
performance document scanners and aperture card scanners  
and digital imaging, announced today that I-PAC
Manufacturing Inc. ("I-PAC"), its wholly owned subsidiary,
has entered into an agreement to acquire certain  
assets and the business operations of Greene International
West Inc., ("GIW") a  metal stamping company located in
Oceanside, Calif.

GIW recently emerged from a Chapter 11 Federal Bankruptcy
proceeding, which was canceled through the infusion of new
capital funds from its major shareholders.  The new
operation has been incorporated as National Metal
Technologies ("NMT"), which will become a wholly owned
subsidiary of I-PAC Manufacturing Inc., and operate under
the umbrella of the Photomatrix manufacturing group.

Under the terms of the agreement, NMT will pay a total of
$500,000, comprised of a down payment of $150,000 satisfied
by the issuance of 75, 000 shares of Photomatrix common
stock valued at $2.00 per share and a five year note in the  
amount of $350,000, for the purchase of GIW's customer
list, supplier registrations, contract backlog, proprietary
trade data, rights to hire  employees and general
intangibles of GIW.

Future note payments may be made in a combination of
Photomatrix stock and cash at the election of the parties.
In addition, NMT agreed to enter into a capital lease of
GIW equipment, with an option to purchase the equipment for
$490,000 at the end of the one-year period.

The first year rental payments under the equipment lease
will be satisfied with the issuance of 25,000 shares of
Photomatrix common stock valued at $2.00 per share.
Photomatrix agreed to price protect the shares issued to
GIW shareholders at a price of $2.00 per share, at a point
two years from the closing date, for these initial shares
issued for the first year's payments on the note and the
equipment lease.

LIVENT INC: Court Grants Final Approval of Financing
Livent Inc. announced that the U.S. Bankruptcy Court for
the Southern District of New York had provided final
approval for Livent's agreement with the investment
management firm of Angelo, Gordon & Co., L.P. to provide
Livent with CDN$37.5 million (US$25 million) in Debtor-in-
Possession (DIP)financing.

On December 3, the Court provided initial approval for the
financing agreement and CDN$20 million (US$13.5 million) of
the financing was made available at that time. Today's
action by the Court provides for the remaining CDN$17.5  
million (US$11.5 million) of financing to be made available
to Livent after  completion of documentation, which is
expected shortly. In Canada, the terms of the financing
between Livent and Angelo, Gordon were approved by the
Ontario Court (Commercial List) on December 4.

Livent management believes that the financing will provide
the company with sufficient capital to fund the company's
operations while it completes its reorganization. Livent
filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code on November 18. The company sought
protection in Canada under the Companies' Creditors
Arrangement Act (CCAA) on November 19.

The company also said that in light of recent events it
would not be able to report its 1998 third quarter results
this month. The company said that it was assessing the
situation and would issue an announcement when it had a  
clearer sense of when these results could be expected.

MENLO ACQUISITION: Plan Confirmed October 28, 1998
Menlo Acquisition Corp. Of Delaware filed SEC FORM 8K.              
On February 9, 1996, the company filed for protection under
Chapter 11 of the federal bankruptcy laws in the United
States Bankruptcy Court, Northern District of  California,
Oakland Division.  On October 28, 1998 the company's Plan
of Reorganization was confirmed." (States SEC; 12/30/98)

MOBILEMEDIA: Merger Hits Snag
A group of bondholders in MobileMedia Corp., one of the
largest U.S. paging companies, says it may have enough
votes to block a proposed merger with rival paging company
Arch Communications Group Inc.

The proposed merger with Arch, which followed MobileMedia's
bankruptcy filing in early 1997, is "grossly unfair," said
George Putnam III, president of New Generation Advisers
Inc., a Boston-based investment firm representing some
MobileMedia bondholders. "MobileMedia has done a good job
of turning around its business" and could find another
merger partner "on more favorable terms."

A merger of the two companies would create the No. 2 U.S.
paging company, after Paging Network Inc., based in Dallas.
Arch estimated the merger with MobileMedia would result in
savings of $25 million annually.

Putnam said the merger plan was favored by a small group of
creditors who own Arch securities.  The merger with Arch
could leave MobileMedia bondholders with as much as 69
percent of the new company, if they opt to buy Arch shares.
Votes for the merger close Jan. 27.

While Putnam said he has some bondholder support, four
major creditors agreed to support the agreement with Arch
by promising to step in and buy shares not purchased by
other bondholders.

MobileMedia filed a petition for Chapter 11 bankruptcy Jan.
30, 1997, following some large acquisitions in 1995 and
1996. In October, the company lost $5.72 million, according
to a filing with the Securities and Exchange Commission
(Record New Jersey - 12/29/98)

PENN TRAFFIC: Intends to Forego Interest Payment On Notes
In furtherance of its effort to restructure its outstanding
securities, The Penn Traffic Company (OTC:PNFT) announced
today that it will forego making the $8.6 million interest
payment on its $200 million of 8 5/8% Senior Notes due 2003
payable on December 30, 1998.

On December 15, 1998, Penn Traffic announced its intention
to take advantage of the 15-day grace period provided for
in the Indenture for these notes and not pay interest
otherwise due on December 15, 1998. As also stated in the  
December 15 announcement, Penn Traffic entered into an
amendment with the bank lenders for its $250 million senior
secured revolving credit facility waiving the effect of the
decision not to make this $8.6 million interest payment on  
these senior notes through April 1, 1999 and permitting
Penn Traffic to continue borrowing available amounts under
its revolving credit facility. As a result of Penn
Traffic's failure to make the interest payment on December
30, 1998, the indenture trustee for the 8 5/8% Senior Notes
or 25% of such noteholders may accelerate the entire amount
of such senior notes.

As previously announced on December 10, 1998, Penn Traffic
is in discussions with an informal committee, the members
of which hold in excess of 40% of its senior notes and in
excess of 50% of its subordinated notes on the terms of a  
consensual, prearranged restructuring that Penn Traffic
intends will convert a substantial portion of its $1.13
billion of senior and subordinated notes to  equity. In
addition, Penn Traffic also announced on December 10, 1998
that it  had advised the informal committee of senior and
subordinated noteholders that any restructuring proposal
made by Penn Traffic will provide for payment in  full of
all obligations to Penn Traffic's trade creditors that
continue to  support Penn Traffic with customary trade
credit and terms. "So far, our trade creditors have
responded very favorably to our announcement that we will  
provide payment in full," said Gary D. Hirsch, Chairman of
The Penn Traffic Company. "There has been no change in
our trade relations since the  announcement." The informal
committee of noteholders has informed Penn Traffic that it
will support such full repayment of Penn Traffic's trade
creditors in  connection with a restructuring
otherwise acceptable to it. Fleet Bank, the agent bank for
Penn Traffic's $250 million senior secured revolving credit  
facility, has advised Penn Traffic that it is supporting
Penn Traffic's efforts to restructure its outstanding

The Penn Traffic Company operates 241 supermarkets in
Pennsylvania, upstate New York, Ohio and West Virginia
under the "Big Bear," "Big Bear Plus," "Bi-Lo Foods," "P&C
Foods," and "Quality Markets" trade names. Penn Traffic
also operates wholesale food distribution businesses
serving 100 licensed franchises and 86 independent

ROYAL OAK MINES: Defaults and Moves Closer to Bankruptcy
Royal Oak Mines, Toronto, has defaulted on a debt payment
to a Vancouver creditor and is now one step closer to
bankruptcy, according to a newswire report. The gold miner
failed to make payments on $35 million in senior secured
debt financing arranged earlier this year with Northgate
Explorations Ltd. Last week Royal Oak warned creditors that
it was halting payments and that it hopes to refinance all
of its nearly $320 million in debt by Feb. 15. (ABI 29-Dec-

SALANT CORPORATION: Files Pre-Negotiated Chapter 11 Plan
Salant Corporation (NYSE: SLT) announced that it has filed
a petition under chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of
New York in order to implement a restructuring of its 10-
1/2% Senior Secured Notes due  December 31, 1998.  Salant
also filed its plan of reorganization with the  Bankruptcy
Court today in order to implement its restructuring.  The
Plan is supported by Salant's major note and equity
holders.  In addition, Salant has obtained a $85 million
debtor-in-possession facility from its existing working  
capital lender, The CIT Group/Commercial Services, Inc.,
during the chapter 11  case.

Salant also announced that post-restructuring, it intends
to focus solely on its Perry Ellis men's apparel business
and, as a result, intends to exit its  other businesses,
including its children's and menswear divisions.  To
that  end, Salant has entered into an agreement with
Supreme International Corporation to sell its John Henry
and Manhattan businesses.  These businesses include the
John Henry, Manhattan and Lady Manhattan trade names, the
John Henry and Manhattan dress shirt inventory, the
leasehold interest in the dress shirt facility located in
Valle Hermosa, Mexico, and the equipment located at the
Valle Hermosa facility and at Salant's facility located in
Andalusia, Alabama.

To lead the new Salant, Michael Setola, the former
President of Salant's Perry  Ellis Menswear Group, has been
appointed Chairman and Chief Executive Officer of Salant
effective immediately.  Jerald S. Politzer, Salant's former
Chairman and Chief Executive Officer, will continue to
serve on Salant's Board of Directors and be employed as a
consultant during Salant's restructuring in order to assist
in the transition of the Company's business.  In addition,
Salant has appointed Todd Kahn, its EVP of Corporate
Affairs and General Counsel, as its new Chief Operating

Salant intends to ask the Bankruptcy Court to schedule a
hearing on its  disclosure statement with respect to the
Plan at the earliest possible time. Salant expects that its
Plan, which leaves unimpaired Salant's general unsecured
creditors (including trade creditors) and is designed to
provide for  the restructuring of its Senior Notes, will
have the support of its debt and  equity constituencies and
trading partners. With such support, the Plan provides
that (i) all of the outstanding principal amount of Senior
Notes, plus  all accrued and unpaid interest thereon, will
be converted into 95% of Salant's new common stock, subject
to dilution, and (ii) all of Salant's existing common  
stock will be converted into 5% of Salant's new common
stock, subject to  dilution.  If such support is not
forthcoming, then pursuant to the Plan (i) all of the
outstanding principal amount of the Senior Notes, plus all
accrued and unpaid interest thereon, will be converted into
40% of Salant's new common stock, subject to dilution, plus
pay-in-kind notes to be issued by the  reorganized company
in the aggregate principal amount of $92 million, bearing
interest at 15% per annum and with a maturity date on the
eighth  anniversary  of issuance, and (ii) all of Salant's
existing common stock will be converted into 60% of
Salant's new common stock, subject to dilution.

Magten Asset Management Corp., the representative of the
beneficial owners of, approximately 70% of the aggregate
principal amount of the Senior Notes, and Apollo Apparel
Partners, L.P., the beneficial owner of approximately 40.1%
of Salant's issued and outstanding common stock, support
the Plan.

Immediately prior to the filing of Salant's chapter 11
case, Robert Falk, Robert Katz, principals of Apollo
Apparel Partners, L.P., and Edward Yorke, a former
principal of Apollo Apparel Partners, L.P., resigned from
Salant's board of directors.

As previously announced, Salant has received and accepted
an $85 million financing commitment from CIT that would be
available upon completion of Salant's restructuring.  
Salant currently anticipates that it will be able to  
consummate its Plan and exit chapter 11 within 90 days.

Mr. Politzer stated, "When I first joined the Company in
April 1997, Salant was a multi-divisional apparel company
pursuing numerous business opportunities. Given that during
the last year the capital markets have not looked favorably
upon investing in highly leveraged companies, especially
apparel companies, Salant was unable to refinance its bond
debt.  As a result, Salant recognized  that its designer
brand business provided the greatest potential for long
term  growth and profitability, and has determined to focus
solely on its Perry Ellis  business.  Mike Setola, who has
been President of our Perry Ellis division for over four
years, clearly has demonstrated the leadership skills and
business acumen to lead the new Salant."

Mr. Setola said:  "On behalf of the Board of Directors and
myself, I would like to express our sincere gratitude for
Jerry Politzer's tireless efforts to improve Salant's
business and lay the foundation for Salant's restructuring
effort.  I look forward to quickly transitioning our
business through the restructuring processes to a Perry
Ellis only businesses and to the emergence of a new and
successful Salant."

SGL CARBON: Offers 15% To Non-Settling Antitrust Litigants
SGL Carbon Corp. has offered customers 15% of the amount of
their graphite electrode purchases from July 1, 1992,
through June 30, 1997, in exchange for settling their
antitrust claims against the company.  If accepted, each
settling customer would release the manufacturer and all
affiliates as well as agree not to support or participate
in developing another plan unless SGL is a proponent.  
Before seeking Chapter 11 protection Dec. 16, SGL reached
settlements with 16 customers, representing $104 million of
graphite electrode purchases, at settlement amounts ranging
from 10% to 15% of their total purchases during the period
in question. (Federal Filings Inc. 29-Dec-98)

SUMMIT METALS: Case Summary & 20 Largest Creditors
Debtor:  Summit Metals, Inc.
         1020 Springfield Avenue Suite 106
         Mountainside, New Jersey 07092

Court: District of Delaware

Case No.: 98-2870    Filed: 12/30/98    Chapter: 11

Debtor's Counsel: Joanne B. Wills
                  Klehr, Harrison, Harvey, et al.
                  919 Market Street Suite 1000
                  Wilmington, Delaware 19801

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Am. Express Tax and Business
Service                          Accounting          19,609

Barnes, Mary/Robert              Notes Obligation    12,000

Carucci Family Partners          "                   50,800
Carucci, Calara                  "                   32,000

Mitchell Carucci                 "                   48,000

Cede & Co.                       "                1,200,108

Copelco Capital Corporation      Judgment            45,536
                                 By Stipulation

Grebosky, Joseph/Barbara         Notes Obligation    10,000

Hartford Fire Insurance co.   Supersedes Bond        46,331

Herzfeld & Rubin               Legal Services        86,454

IRS                 Contested Income Tax Claim    5,500,000                                                                   
Lansco Corporation           Unpaid Commission       11,619     

Moray, George                 Notes Obligation       10,000

New York City Rent Tax Bureau        Rent tax        80,000

Pandick Press                    Judgment            65,000

Raible, Robert               Notes Obligation        10,000

Richardson,Ambrose           Judgment               unknown

Rockefeller Center           Judgment                70,000

Rose, Joseph/Bernice          Notes Obligation        4,000

Smith Barney                  Notes Obligation      287,600

Sutloff, Earl                 Notes Obligation        5,000

TAL WIRELESS: Any Money Left For Shareholders?
On December 28, 1998,TAL Wireless Networks, Inc. Of
Delaware filed SEC FORM 8K. On October 6, 1997, the company
filed a voluntary petition for protection under Chapter
11 of the Federal Bankruptcy Laws in the United States
Bankruptcy Court, Northern  District of California, San
Jose Division pursuant to which the company's  existing
directors will continue in possession but subject to the
supervision  and orders of the Bankruptcy Court. The
Company plans to liquidate assets and review the claims of
its various creditors.  It is unclear at this time whether  
there will be any funds available for distribution to
shareholders.  Once this information has been
determined, the Company may file a Plan of Reorganization  
with the Bankruptcy Court."(States SEC; 12/29/98)

TWIN B AUTO: Files For Chapter 11
The Virginian Pilot Ledger Star reports on December 29,
1998 that  Twin B Auto Parts Inc. has filed to reorganize
under Chapter 11 of the U.S. Bankruptcy Code.

Bill O'Connor, owner of Twin B, which was once Hampton
Roads' largest auto parts retailer with 30 stores, said
that a mound of debt and intense competition from national
and regional chains moving onto their home turf had a
hand in the move.

"We've been struggling out there with the competition,"
said O'Connor.

In the last 30 days, four stores have shut down. Another,
which has not yet been determined, will also close,
bringing the chain's total down to XX. None of the chain's
140 employees will lose their jobs, O'Connor said: "We'll
be  creating positions for everyone."

The chain was founded in 1974 by O'Conner and his partner
Bob Graham. It began in an old auto-parts store in
Portsmouth, and grew into a thriving chain of stores that
in the early '80s served both wholesale and retail
customers. In 1984, Graham and O'Connor opened a giant Twin
B Auto Mall near Norfolk's Military Circle, which
eventually faltered and was scaled back.

In the meantime, competition stiffened as Pep Boys, Advance
Auto Parts and Auto Zone moved into Hampton Roads, and mass
merchandisers like Kmart and Wal-Mart began selling auto

In 1987, O'Connor bought out Graham's interest in the
business by swapping equity in some real estate and taking
on an additional $600,000 in debt in the process. Paying
off that debt in addition to the existing $1.5 million took
longer than expected. That and the tougher competition  
"were like a one-two punch," O'Connor said.

About 95 percent of the business is now retail; 5 percent
is wholesale sales to neighborhood garages.  Also during
the last decade, the chain struggled as it absorbed leases
of the older stores.  Filing to reorganize under Chapter 11
"will afford us an opportunity to look  at all of our
leases and shed some of the debt with the closed stores,"
said  O'Connor, who hopes to redirect that money into
inventory, remodels and expansions of the existing stores.

"We've been in this area for 25 years, so we're real
optimistic about everything."

WESTMORELAND COAL: Court Dismisses Bankruptcy
Westmoreland Coal Co. Of Delaware filed SEC FORM 8K.              
The Company announced December 24, 1998 that its Chapter 11
cases were dismissed by the Bankruptcy Court, subject to a
10 day stay period. Pursuant to the Federal Rules of
Bankruptcy Procedure, the dismissal will not become
effective until  after the expiration of a 10 calendar day
stay period, on January 4, 1999." (States SEC-12/29/98)

DLS CAPITAL PARTNERS: Bond Pricing For Week of December 29
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  7 - 10 (f)
Atel 0/14 1/2 '04                     15 - 18
Amer Pad & Paper 13 '05               57 - 59
Asia Pulp & Paper 11 3/4 '05          66 - 67
Boston Chicken 7 3/4 '05               4 - 5 (f)
Brazos 10 1/2 '07                      6 - 9 (f)
Brunos 10 1/2 '05                     16 - 18 (f)
Cityscape 12 3/4 '04                  13 - 15 (f)
E & S Holdings 10 3/8 '06             49 - 52
Globalstar 11 1/4 '04                 75 - 77
Hechinger 9.45 '12                    65 - 67
Hills 12 1/2 '02                      70 - 73
Mobilemedia 9 3/8 '07                 10 - 13 (f)
Penn Traffic 8 5/8 '03                49 - 50 (f)
Planet Hollywood 12 '05               36 - 40
Royal Oak 12 3/4 '06                  40 - 45
Samsonite 10 3/4 '08                  85 - 87
Service Merchandise 9 '04             19 - 20 (f)
Sunbeam 0 '18                         11 - 12
Zenith 6 1/4 '11                      16 - 18 (f)


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-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors. Copyright 1998.  
All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
                  * * *  End of Transmission  * * *