TCR_Public/990118.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, January 18, 1999, Vol. 3, No. 11


BARRY'S JEWELERS: Notification of Late Filing
CADET MANUFACTURING: Files For Chapter 11 Protection
CADET MANUFACTURING: Response To Safety Commission
CALDOR: This Looks Like The End
CERION TECHNOLOGIES: Announces Approval of Plan

CML GROUP: Smith & Hawken Sale Next Month
CRIIMI MAE: Accord Reached With Morgan Stanley
DENBURY RESOURCES: Registration Statement Filed With SEC
ERNST HOME: Hearing on Exclusivity Extension
GITIC: Bankruptcy Objection Weighed

GULFPORT ENERGY: TRI-C Purports To Terminate Agreement
IMAGYN MEDICAL: Disposition of Certain Net Assets
JUMBOSPORTS: Secures DIP Financing Agreement
LOT$OFF: Pursuing Restructuring With GE

MEGO MORTGAGE: Reports Financial Results For First Quarter
MOBILE ENERGY SERVICES: Seeks Bankruptcy Protection
MONTGOMERY WARD: To Close 39 Stores
NATIONAL RECORD MART: Files Second Quarter Report

ONE PRICE: Announces Strong Initial Reaction to Test
PAL: To Seek US$79m In New Loans
PENNCORP FINANCIAL: 10th Supplement To Prospectus
PENNCORP FINANCIAL: Executes Purchase Agreement
PLANET HOLLYWOOD: Files Prospectus With SEC

RIVER OAKS FURNITURE: Proposes Sale Of Operational Assets
SALANT CORP: Agrees To Sell Certain Assets
SANTA FE GAMING: Filing of Involuntary Bankruptcy Petitions
SGL CARBON: Committee Seeks Extension of Bar Date
SUN TV: Notification of Late Filing

UNITED PETROLEUM CORP: Files Voluntary Bankruptcy Petition
WIRELESS ONE: Implements Operational Restructuring


BARRY'S JEWELERS: Notification of Late Filing
Barry's Jewelers, Inc. now known as Samuels Jewelers, Inc.
filed a notification of late filing of its quarterly report
with the SEC.  The company stated that it has not been able
to complete its Quarterly Report on Form 10-Q because the
Company's predecessor-in-interest recently emerged from
bankruptcy proceedings under Chapter 11. Such emergence
from Chapter 11 proceedings requires the Company to restate
its financial position on a fresh start basis. The
transition to such fresh start reporting has not yet been
completed, but the Company will be in a position to report
on such fresh start basis within five calendar days of this
report. The Quarterly Report on Form 10-Q will be filed on
or before January 19, 1999.

CADET MANUFACTURING: Files For Chapter 11 Protection
Cadet Manufacturing Company, a Vancouver-based manufacturer
of electric heaters, filed today for protection under
Chapter 11 of the United States Bankruptcy Code. The filing
was precipitated by costs related to the recall of a
discontinued product by the Consumer Products Safety
Commission (CPSC).

The protection of Chapter 11 allows Cadet to reorganize and
continue to operate in the normal course of business. Cadet
has made arrangements with its bank for continued financing
for those operations.

The recall of product manufactured between 1985 and 1992
was initiated by the CPSC due to 44 complaints of sparks,
smoke and/or fire caused by the failure of a sub-component,
(a limit switch) made by an outside supplier. Cadet did not  
have the means to pay the labor to replace limit switches
for all consumers at an estimated cost of $10 million.
Instead, replacement switches were sent to affected
consumers, along with instructions for do-it-yourself
installation. To date, more than 870,000 replacement
switches have been delivered to consumers.

Recognizing special needs, Cadet did provide service
technicians to install the switches for elderly and
disabled consumers and those in critical circumstances.

Despite Cadet's efforts, it is still facing demands
relating to the recall. Cadet's recall-related expenses
already exceed $3 million and the company's cash flow
cannot withstand another financial setback.  Cadet's
decision to file for Chapter 11 protection will not affect
its switch  replacement program. Consumers who still wish
to receive replacement switches may call Cadet's hot line
at 800/567-2613.  Cadet was founded in 1957 to manufacture
high quality home comfort products.  Cadet's Vancouver,
Washington facility employs approximately 150 people
manufacturing electric heaters sold throughout the United
States and Canada. The company has been profitable for all
but six of its forty-year history and at filing its' assets
exceeded its' liabilities by over $3 million dollars.

CADET MANUFACTURING: Response To Safety Commission
The following is a statement by Hutch Johnson, President,
Cadet Manufacturing Company:

Cadet Manufacturing's overriding priority is the safety of
those using its products. We take very seriously complaints
and allegations that have been raised by the Consumer
Products Safety Commission (CPSC).

For months, Cadet has been cooperating with the CPSC
investigation of safety issues related to some of the
heaters made by Cadet. We are disappointed CPSC  
decided today to file a complaint against Cadet claiming an
expanded list of heaters must now be replaced, but we will
continue to cooperate with the CPSC and hope the matter can
be resolved to the benefit of our consumers and the  

The CPSC's action today appears to position the recall
begun in 1997 as a costly mistake. Cadet has expended more
than $3 million so far responding to that effort, and
yesterday filed for protection under Chapter 11 of the
United  States Bankruptcy Code. The Chapter 11 filing was
precipitated by the earlier recall and a pending civil
class action lawsuit for installation costs related  to the
1997 recall.

Today's filing by CPSC seems to single out Cadet. Other
manufacturers produce similar products using similar or
identical components to those CPSC has implicated in its
safety allegations about Cadet products. Like all our  
industry's manufacturers, our products must meet
Underwriters Laboratories' standards. Like all
manufacturers, we believe that when such products are  
cleaned and maintained according to instructions, they are
Today's CPSC complaint filed against Cadet seeks to recall
1.8 million heaters of the 10 million total heaters Cadet
has manufactured. The CPSC now seeks the total replacement
of all models the federal agency identified in October,
1997 as needing only replacement "limit" switches. In
addition, CPSC seeks to recall series Z and series TK
heaters which were not included in the 1997 switch recall.

We will continue to cooperate with the CPSC to the extent
company resources will allow. We regret this has caused our
customers undue confusion and concern over the past year.
Cadet and its employees remain committed to producing the  
best electrical heating products, and we will continue to
address the  challenges facing us.

CALDOR: This Looks Like The End
The Norwalk-based discount chain has spent more than three
years in bankruptcy and doesn't appear to be emerging from
financial trouble anytime soon.

The company last week announced that is it not purchasing
any more stock from suppliers and published reports
indicating that two major national chains - Kohl's and
Target - are interested in buying all or part of Caldor's
145- stores.

The chain employs about 20,000 full- and part-time workers
in nine East Coast states and has lost more than $47
million in the first six months of 1998.

A newswire report states that a deal to sell 64 of Caldor's
145 discount retail stores is in the late stages of
negotiations and an agreement is expected within two weeks,
according to a published report.

Citing anonymous sources, the New Haven Register reported
Friday that the stores may be sold to three large discount
chains  Kohl's, Target and Kmart.

CERION TECHNOLOGIES: Announces Approval of Plan
Cerion Technologies Inc. (NASDAQ: CEON), a
manufacturer of precision-machined aluminum disk
substrates, today reported that the Company's stockholders
approved a Plan of Complete Liquidation and
Dissolution at a special meeting of stockholders.

The Plan of Complete Liquidation and Dissolution includes
the complete sale of all the assets of the Company and
settlement of liabilities. As a result, the Company will
effect the sale of its assets as quickly as practicable and
has formally retained Dove Brothers, LLC as liquidators and
auctioneers. An auction has been scheduled for February 4,
1999 at the Company's headquarters for any remaining assets
of the Company.

As permitted by the Liquidation Plan, the Company's Board
of Directors has approved the transfer of the Company's
assets to the Cerion Technologies Liquidating Trust, for
the benefit of the Company's stockholders. This transfer
is scheduled to take place on December 31, 1998. Interests
in the Liquidating Trust will not be transferable or
certificated, and this transfer of the Company's assets to
the Trust should result in the termination of trading in
the Company's common stock. It will be a condition to any
distributions to former stockholders by the Liquidating
Trust that they turn in the certificates formerly
representing their shares of Cerion common stock. No such
distribution has yet been scheduled, and the timing and
amount of and such distribution will be subject to a
variety of uncertainties regarding amounts realizable for
the Company's nonliquid assets and certain contingent
liabilities and estimated expenses.

Headquartered in Champaign, Illinois, Cerion Technologies
Inc. has manufactured precision-machined aluminum disk
substrates which are the metallic platforms of magnetic
thin-film disks used in the hard disk drives of desktop
computers, network servers, add-on storage devices and
storage upgrades.

CML GROUP: Smith & Hawken Sale Next Month
Smith & Hawken, the garden supplier founded in 1979 in Mill
Valley, will go up for grabs next month in bankruptcy court
as part of the final act of its  parent company.
Massachusetts-based CML Group Inc., which once also
owned  NordicTrack and the Nature Company, filed for
bankruptcy in December. CML will sell off the profitable
Smith & Hawken -- its only remaining major asset -- as  
part of its liquidation.

CRIIMI MAE: Accord Reached With Morgan Stanley
CRIIMI MAE Inc. (NYSE: CMM) has  reached an agreement with
Morgan Stanley & Co. International Limited (Morgan  
Stanley), subject to Bankruptcy Court approval, under which
the parties will suspend litigation and cooperate in the
sale of two classes of investment grade  commercial
mortgage-backed securities (CMBS) known as CRIIMI MAE
Commercial  Mortgage Trust, Series 1998-C1. If the sales
are successful, CRIIMI MAE will  use the net proceeds
payable to it in connection with funding its  
reorganization.  Prior to filing for protection under
Chapter 11 of the U.S.  Bankruptcy Code, CRIIMI MAE
intended to sell these bonds and had engaged Morgan  
Stanley & Co. Inc. to assist in the process.

CRIIMI MAE and Morgan Stanley have also agreed, subject to
Bankruptcy Court approval, to a "standstill period" through
March 31, 1999 regarding seven classes of subordinated CMBS
known as Morgan Stanley Capital I Inc., Series 1998-WF2.  
During this period, CRIIMI MAE will continue its efforts at
reaching  a final resolution regarding these bonds.

"We are very pleased with this accord," said CRIIMI MAE
chairman William B. Dockser.  "It represents the third such
agreement we have reached in recent weeks and another
important step toward our goal of emerging from
Bankruptcy Court protection."

On December 7, 1998, CRIIMI MAE announced agreements with
two major creditors,  Merrill Lynch Mortgage Capital Inc.
and German American Capital Corporation,  under which
CRIIMI MAE and these creditors agreed on the use
of the monthly  cash flow from 13 classes of CMBS.

Before filing for reorganization, CRIIMI MAE had been
actively involved in acquiring, originating, securitizing
and servicing multifamily and commercial mortgages and
mortgage related assets throughout the United States.  
Since filing for Chapter 11 protection, CRIIMI MAE has
suspended its loan origination, loan underwriting, loan
securitization and CMBS acquisition  businesses.  The
company, however, continues to hold a substantial
portfolio of  subordinated CMBS and, through its servicing
affiliate, acts as a servicer for  its own as well as third
party securitizations.

DENBURY RESOURCES: Registration Statement Filed With SEC
The company, Denbury Resources Inc. reports in a Form S-8
with the SEC that  2,015,756  additional  shares reserved
for  issuance  under  the  Registrant's  Stock  Option  
Plan  and  500,000  additional  shares reserved for
issuance under the  Registrant's  Employee Stock Purchase
Plan (collectively the "Plans")are securities to be
registered. The price per share of the Common Shares  
offered pursuant to the Plans is a weighted  average  price
based on (i) 1,493,957  shares of Common  Shares reserved
for issuance under the Plans and that are not currently  
subject to outstanding stock options, at a price per share
of $5.125, which is the average of the highest and lowest
selling price per share of Common Shares by the New York
Stock  Exchange  on January 5, 1999;  and (ii)  999,275 of
Common  Shares  reserved  for  issuance  under the Stock  
Option  Plan and subject to stock options already granted  
thereunder and outstanding as of January 7, 1999 at an
average exercise price of $4.24 and 22,524 of Common Shares  
reserved for issuance  under the Stock Purchase Plan at an
average exercise price of $4.27.

Amendment to the Stock Option Plan

The definition of the Common Share Maximum as defined in
Section 4(a) of the Stock Option Plan has been amended,
subject to shareholder approval, from 3,129,831 Common
Shares to 5,145,587 Common Shares.

Amendment to the Employee Stock Purchase Plan

Section  13 (a) of the plan has been  amended,  subject  to  
shareholder approval, such that the maximum number of
shares of the Company's Common Stock  which  shall be  
available  for  sale  under  the  Plan  shall be increased
from 250,000 shares to 750,000 shares.

ERNST HOME: Hearing on Exclusivity Extension
Ernst Home Center and EDC, Inc., debtors, have filed a
motion for an order extending the debtors' exclusive
periods to file a plan and solicit acceptances.  The motion
reuqests that the court extend the debtors' exclusive
period withing which to file a plan or plans for
approximately 60 days through and including March 31, 1999
and the debtors' exclusive period for soliciting
acceptances to their plan or plans for approximately 60
days through and including June 1, 1999.  A hearing on the
motion is schedule3d for January 29, 1999 at 11:00 AM
before the Honorable Karen A. Overstreet, U.S. Bankruptcy
Judge, U.S. Bankruptcy Court, Room 427, Park Place
Building, 1200 Sixth Avenue, Seattle, Washington 98101.

GITIC: Bankruptcy Objection Weighed
As reported in the South China Morning Post on January 15,
1999, creditors to the failed Guangdong International Trust
and Investment Corp  (Gitic) and three of its subsidiaries
may raise objections when bankruptcy applications are heard
in Guangdong on Saturday.

Banking sources said they were actively discussing the
option of raising objections to the courts' acceptance of
the bankruptcy applications.

"We are still discussing the possibility internally," said
a Guangzhou-based representative of one of the banks
notified of the proceedings. The Guangdong People's Higher
Court in Guangzhou and People's Intermediate Court in
Shenzhen will hear the bankruptcy applications of Gitic and
Gitic  Shenzhen, respectively, on Saturday.

The two formally filed for court protection on Monday.

It remains unclear, however, what procedures will govern
Gitic's applications or whether creditors will be allowed
to register objections when the mainland's biggest
bankruptcy case since 1949 is heard.

The mainland's bankruptcy law - likely to govern the
proceedings - was implemented in 1988 to govern the closure
of state-owned enterprises. There is the possibility the
courts may also invoke Guangdong's own provincial  
bankruptcy code, implemented in 1993.

According to T.K. Chang, a partner at Coudert Brothers in
Hong Kong, much remains unclear. "People are feeling the
river bed one step at a time as they cross the river," he

Mr Chang said the Gitic failure represented the largest
case in the mainland since 1949 of a financial institution
seeking protection through bankruptcy.

When the People's Bank of China ordered Hainan Development
Bank and China Venturetech closed last year, for example,
it invoked the 1994 administration of financial institution

Controversial issues at this point included whether or not
foreign creditors  will be paid ahead of domestic
institutional creditors, and whether debt  registered with
the State Administration for Foreign Exchange
will be handled  ahead of legally unregistered debt.

"They sound like technical issues, but hundreds of millions
of dollars are at stake," said Mr Chang.

Cao Siyuan, chief drafter of the mainland's bankruptcy law,
said creditors would not have the right to oppose a
bankruptcy application.  Mr Cao said: "A debtor has the
right to file for bankruptcy should he  believe his
liabilities cannot meet his assets."

GULFPORT ENERGY: TRI-C Purports To Terminate Agreement
Tri-C Resources, Inc. has purported to terminate the
February 1, 1998 West Cote Blanche Bay Farmout Agreement.  
Gulfport Energy Corporation contends that it has satisfied
its current  obligations under the Farmout Agreement and
that Tri-C's termination is a breach of contract. A
resolution regarding this dispute has not been reached.

Harvard Industries, Inc. (Nasdaq: HAVA), a major producer
of OEM automotive parts and accessories and other
industrial products, today filed their Annual Report on
Form 10K for the year ended September 30, 1998.

As previously announced, on November 24, 1998, Harvard's
Plan of Reorganization was effective,marking the completion
of its Chapter 11 proceeding, and emergence from
bankruptcy. Exit financing, in the form of $25 million
Senior Notes, a $50 million Term Loan, and a $65 million
Revolving Credit Line, was arranged by Lehman Brothers,
with GE Capital serving as Administrative Agent for the
Term Loan and Revolving Credit Line.

                  1998              1997          1996
Net Sales         $690,076        $810,769      $824,837
Net loss          [55,804)        [389,429)      [68,712)

IMAGYN MEDICAL: Disposition of Certain Net Assets
On November 20, 1998, Imagyn Medical Technologies, Inc.,
completed the disposition of certain net assets related to
the Company's impotence product line to Timm Research
Company. The Asset Purchase Agreement dated October 7, 1998
provided for the payment of approximately $13,500,000 in
cash at closing, $1,500,000 in a promissory note and an
earn-out related to the sale of vacuum devices not to
exceed a total of $9,000,000 over five years.

Earn-out payments are based upon a percent of yearly sales
that exceed specific target levels.

(a)  Expenses incurred in connection with the product line

(b)  Consideration received in the disposal of the net
assets of the impotence product line.

(c)  Reflects the gain on assets disposal.

(d)  No income tax provision has been recorded in the pro
forma adjustments, since the Company's Federal and State
net operating loss carry forward are sufficient to offset
any potential tax due on the gain generated from the

(e)  Paydown of outstanding borrowings under the revolving
lines of credit with net proceeds from the product line
disposal, and associated interest expense reduction at
interest rates of 10%.

(f)  Interest income from $1.5 million promissory note at
6% per annum.

JUMBOSPORTS: Secures DIP Financing Agreement
JumboSports Inc. announced that it has reached a
preliminary agreement with Foothill Capital Corporation, as
agent, on the economic terms of a Debtor In  Possession
(DIP) financing agreement.  The DIP financing is subject to
the execution of definitive documents by the parties, which
JumboSports anticipates will occur next week, and the
approval of the Bankruptcy Court.

Once approved, the DIP facility will provide JumboSports
with sufficient funds to pay off its existing credit
facility, acquire merchandise and support the currently
anticipated working capital needs of the Company during the
Chapter 11 reorganization.

"We are pleased to have reached agreement with Foothill on
terms of a DIP facility that will provide us the working
capital necessary to operate our business in the normal
course while we pursue our reorganization," said Jack  
Bush, Chairman and CEO of JumboSports.

Tampa-based JumboSports Inc. operates 59 sporting goods
superstores in 23 states.  The Company is a full-line
retailer of quality name brand sports equipment, athletic
apparel and footwear.

LOT$OFF: Pursuing Restructuring With GE
San Antonio based LOT$OFF Corporation (OTC BB:LOTS)
announced that it has been aggressively pursuing the
restructuring of its relationship with General Electric
Corporation (NYSE:GE) and/or additional funding, while it
seeks to maximize the value of its retail subsidiaries'
business (through, among other alternatives, strategic
and/or financial alliances with third parties and/or the
merger or sale of all or a part of the company's retail
subsidiaries) and the value of important litigation for its
shareholders, including Class 7 claimants in its
predecessor's bankruptcy.  GE currently (as of Jan. 11,
1999) has a substantial commitment to LOT$OFF and its
subsidiaries through various entities.

MEGO MORTGAGE: Reports Financial Results For First Quarter
Mego Mortgage Corporation(Nasdaq: MMGC) reported financial
results for the first quarter of the 1999 fiscal year.

For the three months ended November 30, 1998, the net loss
was $2.5 million, or $0.08 per share, compared to a net
loss of $18.8 million, or $1.53 per share for the quarter
ended November 30, 1997. According to Champ Meyercord,
Chairman and Chief Executive Officer, MMGC's first quarter
loss was due to a combination of low loan sales and
production and the general and administrative expenses
related to the implementation of new strategic initiatives.

Mr. Meyercord said the Company's recent progress is due
largely to the efforts of newly hired senior management.

Mego Mortgage Corporation is a specialty financial services
company that originates, purchases, services and sells sub-
prime home equity loans, conventional home improvement
loans as well as debt consolidation loans.  The Company is
headquartered in Atlanta, Ga., and maintains 20 branch
offices nationwide.

Fitch IBCA downgrades Mobile Energy Services  Co., L.L.C.'s
(MESC) outstanding $238 million taxable first mortgage
bonds and  Mobile, AL Industrial Development Board's (IDB)
$85 million solid waste revenue  refunding bonds to 'D'
from 'CCC'.  On Jan. 14, 1999 MESC filed for Chapter 11  
Bankruptcy protection in the Southern District of
Alabama.  As a part of the  bankruptcy filing MESC is
seeking damages from Kimberly-Clark Tissue Co.  (Kimberly-
Clark).  MESC's direct parent, Mobile Energy Services
Holdings, Inc.  (MESH), also filed for bankruptcy

The 'D' rating indicates that MESC is likely to default on
interest and principal payments at the next payment date
(July 1999), and that there is not a high probability of a
full recovery of principal and accrued interest in a  
reorganization or liquidation.  Neither MESH's parent,
Southern Energy Inc., nor Southern Co. guarantees the
bonds.  The taxable and tax-exempt project bonds are
equally and ratably secured by a lien on property and
equipment, and  assignment of contracts.  However, given
the specialized industrial applications, the assets have
limited liquidity and are likely to have reduced  
value outside of the integrated pulping and paper making
operation at the plant site.  The ultimate recovery may be
higher if MESC's suit against Kimberly-Clark is successful,
but actual recovery values are difficult to predict.  MESC
indicated it plans to file a plan of reorganization in the
future, with the  objective of keeping the energy complex
operating and intact to enable it to serve existing and
possibly new customers.

The bonds were downgraded to 'CCC' from 'BBB-' in May 1998
when Kimberly-Clark  notified MESC that it planned to shut
down its Mobile pulp mill in September  1999 and terminate
its energy service contract with MESC.  MESC
provides black  liquor processing, steam, and electricity
under contracts with three mills  producing pulp, tissue,
and paper on a single integrated industrial site.   
Kimberly-Clark's pulp mill contributed approximately 50% of
MESC's 1997  revenue, and pulp mill waste made up
approximately 85% of the fuel for steam  and electricity
production.  MESC would not be economically viable
without  contract revenues and fuel sources from the pulp
mill, unless management  negotiates an alternate contract
or develops other strategies to mitigate the  loss.  Debt
service reserves are approximately $21 million for
the taxable  mortgage bonds and $5.9 million for the tax-
exempt IDB bonds, equal to one  year's interest in each
case.  In January 1999, Kimberly-Clark announced the  sale
of the timberlands that supply the MESC pulp mill, with the
buyer  contracting to supply wood fiber to the pulp mill
until it is closed.

MOBILE ENERGY SERVICES: Seeks Bankruptcy Protection
Mobile Energy Services Co. LLC today filed a petition for
Chapter 11 bankruptcy relief in an effort to protect its
creditors, the interests of its customers and suppliers and
to prevent the loss of jobs in Mobile, Ala.

As part of its filing in U.S. Bankruptcy Court for the
Southern District of Alabama, Mobile Energy Services also
is seeking payment for damages from Kimberly-Clark Tissue
Co. The damages result from the paper manufacturer's  
surprise announcement in May 1998 of plans to shut down its
Mobile, Ala., pulp mill, which is an integral part of an
industrial complex that includes Mobile Energy Services.

"It is unfortunate we have been forced to take this legal
action, but we believe Kimberly-Clark has left us little
choice," said David Gallaspy, leader of Mobile Energy
Services' recovery team, which has been seeking solutions
to the situation.

Mobile Energy Services is the owner and operator of a
facility that generates electricity, produces steam and
processes black liquor as part of a pulp and paper complex
in Mobile, Ala.  Mobile Energy Services last week paid its  
regular semi-annual payment of $17 million to its

Generally, the plan is expected to involve keeping the
energy complex intact and the pulp mill operating at some
level, allowing Mobile Energy to continue serving its
remaining customers while adding new business.  Mobile
Energy would also like to retool the complex to sell energy
into the marketplace as well as to sell additional services
to customers.

Mobile Energy Services' direct parent company, Mobile
Energy Services Holdings Inc., also filed today for Chapter
11 bankruptcy protection.  Today's court filing comes after
protracted negotiations with Kimberly-Clark that began with
the sudden announcement on May 5, 1998, by Kimberly-
Clark of its intention to shut down the pulp mill facility.

"Mobile Energy Services expects to propose a plan intended
to help preserve as much of the operation of the Mobile
facilities as possible and save many of the associated
jobs," Gallaspy said.

MONTGOMERY WARD: To Close 39 Stores
Montgomery Ward & Co., Incorporated announced
that it has identified 39 store locations for closure as
part of its ongoing evaluation of operations and in
accordance with its business plan to return the company to
profitability.  An additional 17 Auto Express locations  
will close, but the stores adjacent to them will remain

Factors considered in the business plan included financial
performance and operational issues to effectively serve
those locations.  The closings, which are subject to
bankruptcy court approval, are geographically dispersed  
throughout the chain.  The closures are expected to be
completed by May 31, 1999.

"As we have indicated throughout our restructuring, we will
be ensuring that all our stores meet specific performance
benchmarks.  These 39 locations did not meet the criteria
for the implementation of Wards business plan and will be  
closed as a means of maintaining our focus on best-
performing locations," said  Roger Goddu, Chairman and
Chief Executive Officer.  "We have seen the positive  
impact of our new merchandising strategy and the
operational improvements we  have put in place.  Total
company retail sales on a comparable store basis were up 3
percent in December 1998 and our prototype stores in
Bloomingdale, Ill., Towson, Md., and Las Vegas have an
average same-store increase of over 45 percent for the
period of September through December 1998. Also, gross
margin  rates are up significantly in 1998 over 1997.

"We believe the remaining 252 stores have the capability of
providing significant contributions to company
profitability and as such we don't anticipate any further
major announcements regarding store closings.  However,  
we will continue to monitor and evaluate performance on an
ongoing individual store basis," Goddu added.

NATIONAL RECORD MART: Files Second Quarter Report
National Record Mart Inc. filed a quarterly report with the
SEC for the quarterly period ended September 26, 1998.

The Company reports that net sales increased during the
second quarter (ended September 26, 1998) of the Company's
fiscal year ending March 27, 1999 by $2.7 million, or
11.3%, over the second quarter of fiscal 1998. Net
comparable store sales for the second quarter were up 2.3%
or $0.5 million. The increase in total sales was
attributable to the 2.3% increase in same store sales, as
well as the operation of nine additional stores in the
second quarter of fiscal 1998. Sales for the twenty-six
weeks ended September 26, 1998 increased $6.1 million or
13.6%. Net comparable store sales for the twenty-six weeks
ended September 26, 1998 were up 6.2% or $2.7 million
compared to the twenty-six weeks ended September 27, 1997.
The comparative store sales increases were primarily due to
the increase in product selection, the Company's
marketing efforts and consumer demand.

The Company had a net loss of ($1.1) million, or basic net
loss per share of ($0.22), in the second quarter of fiscal
1999 compared to a net loss of ($.8) million, or ($0.16)
per share, in the same quarter of fiscal 1998. The net loss
for the twenty-six weeks ended September 26, 1998 was
($2.3) million, or basic net loss per share of ($0.47),
compared to ($1.7) million, or ($0.35) per share, for the
twenty-six weeks ended September 27, 1997. The increase in
the net loss is primarily attributable to the costs
associated with the opening and financing of 18 additional
stores. The new store sales have not yet matured
proportionately to their expenses. Typically new stores
become profitable after their first twelve months of sales,
which includes the Christmas selling season. The net loss
for the period reflects the recording of $500,000 agreed to
be paid to the Company by a third party relating to the
marketing of the Company's Passport customer loyalty

ONE PRICE: Announces Strong Initial Reaction to Test
One Price Clothing Stores, Inc. (NASDAQ:  ONPR)
announced that the  initial  results of its  menswear  test
have  greatly exceeded expectations.  The Company began
testing sales of menswear in 32 of its existing  stores  on  
December  6,  1998  alongside  the  Company's  traditional
merchandise offerings of women's and children's apparel,  
gifts and accessories.  The Company plans to expand the
test to a total of approximately  100 of its existing
stores in the first quarter of fiscal 1999.

The Company also reported comparable store sales gains of
15.0% and 17.1% for its fiscal November and December
months.  These results follow double-digit comp store sales
gains of 10.1% in the second quarter and 12.1% in the third
quarter.  Through the month ended January 2, 1999, the
Company's year-to-date comp store sales increased 8.9%.

Total sales for November increased 9.3% to $23.2 million
from $21.2 million for the four-week period ended November
29, 1997. Total sales for December increased 9.9% to $41.9
million from $38.2 million for the five-week period ended
January 3, 1998. The Company generated these increases  
despite operating on average 66 fewer stores  during  
November and December of fiscal 1998  compared to the same
time  periods  last year.  Year-to-date through  January 2,
1999,  total  sales increased  8.6% to $313.1  million  
from  $288.2  million  for the period  ended January 3,

The Company currently operates  622  stores in 27  states,
the District of Columbia,  Puerto Rico and the U.S.  Virgin  
Islands.  With three store closings planned for January  
1999,  the Company expects to begin  fiscal 1999 with 619
stores in operation.  The Company  currently plans to open  
approximately 30 new stores in existing markets and close
approximately 15 underperforming  stores in fiscal 1999.

The Company plans to announce its fourth quarter and annual
sales results during the week ended February 6, 1999.

PAL: To Seek US$79m In New Loans
Philippine Airlines (PAL) will seek 3 billion pesos (US$79
million) in new loans if the debt-strapped carrier fails to
benefit from a Japanese aid fund for ailing Asian
economies, the country's finance chief said on Tuesday.
The 3 billion pesos would complement a similar amount to be
contributed by PAL's majority owner, ethnic Chinese
billionaire Lucio Tan, to keep the flag-carrier in the
skies, Finance Secretary Edgardo Espiritu said. President
Joseph Estrada had hoped to source the US$150 million
needed to rehabilitate the airline from  the Philippines'
share of the Japanese aid package initiated by Finance  
Minister Kiichi Miyazawa, but this is still uncertain.
Espiritu said PAL would prioritize repayment of the new
loans in order to encourage creditors to lend.

PENNCORP FINANCIAL: 10th Supplement To Prospectus
PennCorp Financial Group, Inc. reports to the SEC a Tenth
Supplement to Prospectus amending and supplementing the
Prospectus dated March 9, 1998, of PennCorp Financial
Group, Inc. (the "Company") relating to the offer and sale
by the Selling Securityholders (as defined in the
Prospectus) of (i) (x) up to 2,875,000 shares of $3.50
Series II Convertible Preferred Stock, par value $0.01
per share (the "Convertible Preferred Stock"), of the
Company and (y) up to 4,118,911 shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company
or such other number of shares of Common Stock resulting
from an adjustment to the conversion price of the
Convertible Preferred Stock pursuant to the antidilution
provisions of the Certificate of Designation governing the
Convertible Preferred Stock issuable upon conversion of the
Convertible Preferred Stock, and (ii) the offer and sale by
the Company of the Common Stock issuable upon conversion of
the Convertible Preferred Stock.

PENNCORP FINANCIAL: Executes Purchase Agreement
On December 31, 1998, PennCorp Financial Group, Inc.
("PFG") executed a Purchase Agreement (the "PennUnion
Purchase Agreement") dated as of December 31, 1998, among
Universal American Financial Corp. ("UAFC"), PFG, Pacific
Life and Accident Insurance Company ("PLAC"), Pennsylvania
Life Insurance Company, Southwestern Financial Corporation,
Constitution Life Insurance Company and PennCorp Financial
Services, Inc., pursuant to which UAFC has agreed to
purchase, subject to the conditions contained therein, (a)
all of the outstanding shares of common stock of the
following direct or indirect subsidiaries of PFG: PennCorp
Financial, Inc., Pennsylvania Life Insurance Company,
Peninsular Life Insurance Company, PennCorp Life Insurance
Company, Constitution Life Insurance Company, Union Bankers
Insurance Company and Marquette National Life Insurance
Company and (b) certain assets of PennCorp
Financial Services, Inc., for an aggregate purchase price,
as subject to adjustment as provided therein, of
$136,000,000 in cash and $39,000,000 aggregate principal
amount of 8% subordinated notes of UAFC.

Also on December 31, 1998, PFG's subsidiary, PLAC, executed
a Stock Purchase Agreement (the "PIC Purchase Agreement"
and, together with the PennUnion Purchase Agreement, the
"Purchase Agreements") dated as of December 31, 1998,
between GE Financial Assurance Holdings, Inc. ("GEFAH") and
PLAC, pursuant to which GEFAH agreed to purchase from PLAC
all of the outstanding shares of common stock of
Professional Insurance Company, for an aggregate
purchase price, as subject to adjustment as provided
therein, of $47,500,000 in cash plus interest through the
closing date. Pursuant to an Agreement dated as
of December 31, 1998, between GEFAH and PFG, PFG agreed to
cause PLAC to perform, or to perform itself, as
appropriate, all obligations of PLAC under the
PIC Agreement and agreed to be jointly and severally liable
for PLAC's obligations thereunder.

In connection with the execution of the Purchase
Agreements, on December 31, 1998, the Credit Agreement
dated as of March 12, 1997, as previously amended, among
PFG, the lenders signatory thereto, the Managing
Agents and the Co-Agents named therein and The Bank of New
York, as administrative agent, was further amended to,
among other things, permit the transactions contemplated by
the PennUnion Purchase Agreement.

PLANET HOLLYWOOD: Files Prospectus With SEC
Planet Hollywood International Inc. filed a prospectus with
the SEC that relates solely to the offer and sale by a
certain stockholder of up to 15,699,237 shares of Class A
common stock. The company will not receive any of the
proceeds from the sale of the registered shares by the
selling stockholder.

The registered shares consist of 5,699,237 shares of our
Class A common stock previously owned by the selling
stockholder and 10,000,000 shares of the Class A common
stock which the selling stockholder will acquire from
Leisure Ventures Pte Ltd., a Singapore corporation.
On January 7, 1999, the closing price for the Class A
common stock as reported by the NYSE was $ 2.56 per share.
The date of this prospectus is January 8, 1999.

On March 25, 1998, the company issued $250.0 million of its
12% Senior Subordinated Notes due 2005. In July 1998, the
company retained Goldman Sachs & Co. to join Bear Stearns &
Co., Inc., who we had retained five months earlier, in
connection with a review of our financial and strategic
alternatives designed to maximize long-term stockholder

On July 27, 1998, the company announced the appointment of
William H. Baumhauer to the position of President and Chief
Operating Officer. Robert Earl continues as Chief Executive

Effective November 10, 1998, Keith Barish resigned as our
Chairman of the Board of Directors. At a special Board of
Directors meeting held on November 10, 1998, the Board
elected Robert Earl to serve as the new Chairman.

Effective December 8, 1998 the company amended its existing
$65.0 million multi-currency revolving credit facility and
$35.0 million LIBOR-based leveraged lease facility with
SunTrust Bank, Central Florida, N.A. and other lenders.

RIVER OAKS FURNITURE: Proposes Sale Of Operational Assets
River Oaks Furniture, Inc. (OTC Bulletin Board: OAKSE)
announced that it has filed a motion to sell  
substantially all operational assets of the existing
Company to a newly formed reorganized River Oaks.  
According to the motion filed in the U.S. Bankruptcy Court
in the Northern District of Mississippi, the sale of
assets will include  the Company's name, logos, sign marks
and trademarks, unexpired leases and  various executory

Thomas Dieterich, River Oaks chief executive officer,
stated, "We believe that the proposed sale is the most
viable proposal for the continuation of the  
operating company and it is in the best interests of all
creditors and parties- in-interest.  We anticipate emerging
from Chapter 11 with the Court's approval  in 30 days."

The new company, which also plans to purchase the corporate
name of River Oaks, will be known as River Oaks Furniture,
Inc. upon approval of the motion. The existing Chapter 11
debtor-in-possession will assume the name River
Oaks  Distribution Company.  River Oaks Distribution
Company will retain title to the Company's, non-operating
assets, the BDO litigation, all avoidance causes of  
action, all other "non-avoidance" causes of action and any
other assets not transferred to the new company.

The new company will be a Mississippi corporation to be
owned, in part, by Thomas Dieterich and existing board
members Thomas Keenum, Douglas Jumper and Don Murphy.

In addition to assuming all of the existing obligations of
River Oaks in connection with the leases of real and
personal property that are being assumed by River Oaks and
assigned to the new company, it will also assume a portion
of  BNY Financial Corp. indebtedness that will continue to
be secured by a first  lien and security interest in and to
all of the assets that are being  transferred from River
Oaks to the new company.

SALANT CORP: Agrees To Sell Certain Assets
Salant Corporation today announced that, consistent with
its previously announced restructuring plan, it has entered
into an agreement to sell certain assets of its children's
division to Wormser Company.  Under the sale agreement,
Wormser will purchase the Dr. Denton tradename, Salant's
rights under various licenses, certain equipment and the
inventory related to the Dr. Denton name and the licenses.  
Salant estimates that the proceeds from the sale of the
children's division to Wormser will be approximately $5

Salant intends to file papers today with the Bankruptcy
Court for the Southern District of New York seeking
approval for the proposed sale, which is subject  to higher
and better offers, and to consummate the sale transaction
as soon as  possible.

Under Salant's pre-negotiated Chapter 11 restructuring
plan, announced on December 29, 1998, Salant intends to
focus solely on its Perry Ellis men's apparel business and,
as a result, exit its other businesses.  

SANTA FE GAMING: Filing of Involuntary Bankruptcy Petitions
Santa Fe Gaming Corporation (Amex: SGM), a diversified
gaming company headquartered in Las Vegas, announced that
on January 14, 1999, involuntary petitions were filed under
the United States Bankruptcy Code against Santa Fe Gaming
Corporation, and its special purpose subsidiary, Pioneer
Finance Corp. ("PFC"), by holders of PFC's 13 1/2%
First  Mortgage Notes due December 1, 1998 (the "13 1/2%

Management believes the involuntary petitions against PFC
and the Company will not affect day to day operations of
the Pioneer Hotel & Gambling Hall, Laughlin, Nevada or at
the Company's Santa Fe Hotel & Casino in Northwest Las  

In November 1998, PFC accepted consents from holders of
approximately 75% of the $60 million principal amount of
outstanding 13 1/2% Notes, pursuant to which PFC agreed to
file for relief under chapter 11 of the United States  
Bankruptcy Code and to seek confirmation of a plan of
reorganization that will permit the issuance of amended 13
1/2% Notes in a manner substantially the same as described
in the consent solicitation, as amended, distributed to
the  holders of the 13 1/2% Notes.  Consenting holders
agreed under certain conditions to forbear until December
2000 from exercising rights or remedies arising as a result
of the failure by PFC to pay principal and interest at  
maturity and to vote to accept the PFC plan of

On Monday, January 4, 1999 Hudson Bay Partners ("HBP"),
contacted and advised the Company that it is the holder of
approximately $4.7 million of the 13 1/2% Notes and did not
consent to the solicitation.  HBP delivered to the Company
a  proposal for treatment of its 13 1/2% Notes in a manner
that is inconsistent with the terms agreed to by the
consenting holders.  The Company advised HBP that it was
reviewing its alternatives and would not take action with
respect to the HBP proposal at this time.  Thereafter, HBP
and two other holders of the 13 1/2% Notes filed the
involuntary bankruptcy petitions before the United
States Bankruptcy Court for the District of Nevada.  HBP
has advised the Company that it is affiliated with Crescent
Real Estate Equities LP.

The Company does not believe that HBP and the other two
petitioning creditors complied with the requirements of the
Bankruptcy Code for the commencement of an involuntary case
and intends to seek such damages as provided by the
Bankruptcy Code which may include costs or reasonable
attorneys fees and in the event the petition was filed in
bad faith, for all damages caused by such a filing or
punitive damages.

Santa Fe Gaming Corporation owns and operates the Santa Fe
Hotel and Casino in northwest Las Vegas and the Pioneer
Hotel & Gambling Hall in Laughlin, Nevada. In addition, the
Company holds several real estate parcels for future
development within or in the area surrounding Las Vegas,

SGL CARBON: Committee Seeks Extension of Bar Date
The Official Committee of Unsecured Creditors filed a
motion for an order extending the Bar Date in the case of
SGL Carbon Corporation.  A hearing will be held on January
25, 1999 at 10:00 AM.

The Committee points out that the current Bar Date falls 34
days after the formation of the Committee, leaving little
time to enact by-laws, hire professionals and properly
investigate all of the creditors' available rights and
strategies prior to the Bar Date.

SUN TV: Notification of Late Filing
Sun Television and Appliances, Inc. and its subsidiary Sun
TV and Appliances, Inc. filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the
District of Delaware on September 16, 1998. As a result of
the Registrant's Petition and limited resources, and time
spent by the Registrant's accounting and financial
personnel on bankruptcy matters, the Registrant will need
additional time to prepare its financial statements for the
quarterly period ended November 28, 1998. For these reasons
management will not be able to timely file the Form 10-Q
without unreasonable effort or expense.

Sun Television and Appliances, Inc. and its subsidiary Sun
TV and Appliances, Inc. closed 29 of its 59 stores and sold
the inventory from those stores to a liquidator
effective October 9, 1998. In early November 1998, the
Company determined that it was in the best interests of its
creditors and its shareholders to initiate an orderly
liquidation of the remainder of its assets. On November 13,
1998, the Bankruptcy Court entered an order authorizing the
Registrant to close all of its remaining stores, conduct
store-closing sales and liquidate its business.
Accordingly, on November 13, 1998, all of the company's
remaining inventory was sold to a liquidator. As a result
of these actions, the results of operations for the quarter
ended November 28, 1998, will reflect a significant
change from the corresponding period.

UNITED PETROLEUM CORP: Files Voluntary Bankruptcy Petition
--------------------- ------------------------------------
United Petroleum Corporation announced today that the
Company has filed a voluntary petition for Chapter 11
relief in Delaware. The purpose of the filing is to attempt
to accomplish a financial reorganization of the Company to
enable the Company to move forward and remain a going

The petition seeks Chapter 11 relief only for United
Petroleum Corporation and does not include either of the
Company's operating subsidiaries, Calibur Systems, Inc. or
Jackson-United Petroleum. Management anticipates that
Calibur and Jackson-United will continue to operate their
respective businesses in the ordinary course and that the
Chapter 11 case of the parent company will have no  
material effect on the operating subsidiaries. Importantly,
none of the creditors, suppliers or vendors of the two
operating subsidiaries will be affected by the
reorganization of the parent company.

Under Chapter 11, the Company will continue to operate its
business in the ordinary course under the protection of the
bankruptcy court while seeking to finalize a plan of
reorganization to implement its anticipated restructuring.  
In that regard, the Company anticipates filing its plan
within 10 days. The plan, which will reduce the Company's
debt level and restructure the Company's balance sheet by
converting a portion of its secured debt, all of its  
debentures and all of its preferred stock to common
stock, has been  preliminarily approved by the holders of
all of the Company's secured debt, and  a majority of the
Company's debentures and preferred stock. The plan is
subject to review and approval by the Company's creditors
and stockholders as well as the bankruptcy court.

WIRELESS ONE: Implements Operational Restructuring
Wireless One, Inc. (OTC Bulletin Board:WIRL) announced
today that an unofficial ad hoc committee (the "Ad Hoc
Committee") of holders of its two series of unsecured
senior notes (collectively, the "Senior Notes") has been  

Wireless One said it has commenced negotiations with the Ad
Hoc Committee and other holders of the Company's debt
securities, who the Company believes represent, in the
aggregate, more than 41% of the outstanding Senior Notes,  
concerning a restructuring of the Company's Senior Notes.
The Company expects that such negotiations will lead to a
consensual restructuring which will result in a significant
reduction in or elimination of the Company's Senior  Notes
and a significant dilution of the Company's outstanding
equity. The Company said that upon reaching an agreement
with initial cap Senior Note  holders, it intends to
implement the restructuring through a "prenegotiated"  plan
of reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The Company said that it believes
implementation of its reorganization through Chapter 11
will help ensure that it will continue to be able to
provide uninterrupted service to its subscribers and
customers and to continue to pay  its employees and vendors
throughout the reorganization process.

"We are very pleased the bondholders have formed a
committee and are eager to begin negotiations toward a
financial restructuring," said Henry Burkhalter,  president
and chief executive officer of Wireless One. "Our
objective is to  implement our financial restructuring with
minimal impact on our operations. We believe that
implementing our restructuring through a `prenegotiated'
Chapter 11 would be a prudent step that would allow us to
continue normal operations  while we reorganize to become a
stronger, more viable company."

Many factors, some of which may be beyond the Company's
control, may affect the Company's ability to restructure
its Senior Notes. These factors include: the willingness of
the members of the Ad Hoc Committee to agree to,
and the  willingness of the holder's of a sufficient amount
of the Company's Senior  Notes to agree to, any such
restructuring; availability of sufficient  additional
financing on terms acceptable to the Company; prevailing
and  perceived economic conditions, both in general and
with respect to the Company's industry; and other factors
that could affect the Company's performance, such as
competition or regulatory restrictions. There can be no  
assurance that the Company will be able to successfully
reach agreement upon a  "prenegotiated" plan of
reorganization on a timely basis. The inability of the  
Company to restructure its Senior Notes (or any significant
delay in effecting such restructuring) could have a
material adverse affect upon the Company.

In addition to negotiations with the Ad Hoc committee,
Wireless One will implement several operational changes
designed to reduce expenses and streamline operations.
Burkhalter said Wireless One will improve customer  
service by consolidating the Company's 38 local market
offices into 28. As a result of the changes, approximately
20 percent of the Company's corporate and field positions
will be eliminated.

Under the new organization, Burkhalter said the Company
will "empower the field" by shifting the decision-making
ability to 10 regional areas led by managers who will be
responsible for the area's profitability.


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  * * *