TCR_Public/990212.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Friday, February 12, 1999, Vol. 3, No. 30

                   Headlines

CALDOR: Panel Objects To Liquidator's Breakup Fee
CELLEX BIOSCIENCES: DIP Approved
CML GROUP: Objection To Settlement With Secured Lenders
COVENTRY HEALTH CARE: Stock Ownership Reported
CRIIMI MAE: Accepts Burchill's Resignation

DAYTON MINING: Stock Ownership Reported
DOMINION BRIDGE: Files Proposals to Creditors
FOOD COURT ENTERTAINMENT: Disclosure Statement Summary
FPA MEDICAL: Seeks Exclusivity Past Confirmation
HEARTLAND WIRELESS: Disclosure Statement Summary

HECHINGER: To Close 34 Stores
JPE INC: Stock Ownership Reported
KIA MOTORS: Workers Stage Walkout
MCA FINANCIAL: Conservator Announces Chapter 11 Filing
MJDESIGNS: To Close Nine Stores

NU-KOTE HOLDING: Notification of Late Filing of 10-Q
RIO GRANDE: Disclosure Statement Summary
SANTA FE GAMING: Stock Ownership Reported
TELEGROUP INC: Files Chapter 11 Petition
TIE/COMMUNICATIONS: Disclosure Statement Hearing

USN COMMUNICATIONS: Stock Ownership Reported
VENTURE SEISMIC: Announces Filing For Creditor Protection
WESTERN DIGITAL: Quarter Report For Period Ended 12/26/98
YES! ENTERTAINMENT: Case Summary & 20 Largest Creditors
DLS CAPITAL PARTNERS: Bond Pricing For Week Of Feb. 8

                   *********

CALDOR: Panel Objects To Liquidator's Breakup Fee
-------------------------------------------------
Caldor Corp.'s official unsecured creditors' committee has
objected to the bidding procedures proposed for the
disposition of the retailer's inventory as well as the
pledged breakup fee for the stalking horse bidder.
Yesterday's objection questioned the need for
the $875,000 breakup fee to compensate the reasonable
expenses of joint venturers The Ozer Group LLC, Gordon
Brothers Retail Partners LLC, and Schottenstein Bernstein
Capital Group LLC, since the liquidators stated in open
court on Jan. 26 that "they were prepared to bid on
substantially all the assets of the Debtors' estates and
did not condition such willingness on the receipt of a
break-up fee." (The Daily Bankruptcy Review and ABI
Copyright c February 11, 1999)


CELLEX BIOSCIENCES: DIP Approved
--------------------------------
CELLEX BIOSCIENCES, Inc. (OTC Bulletin Board: CLXX)
announced that the United States Bankruptcy Court,
District of Minnesota, on February 4 approved a debtor-in-
possession (DIP) financing agreement between the company
and its new investor, Biovest, LLC. Pursuant to this
agreement, Cellex Biosciences received an initial advance
of $500,000 from  Biovest on February 5 and an additional
advance of $185,000 on February 8. The company anticipates
filing its disclosure statement and consensual plan of  
reorganization by February 17, 1999, at which time it
should receive an  additional advance in the amount of
$250,000 from Biovest. The advances from  Biovest of
$500,000 and $250,000 bear interest at the annual
rate of ten  percent.

In addition to providing DIP financing, Biovest has agreed
to finance the reorganization of the company. The company
said pursuant to this agreement with Biovest, the company
will propose a plan of reorganization that would provide
for Biovest to receive a majority of the new capital stock
of  Cellex Biosciences. Any plan of reorganization is
subject to approval by the U.S. Bankruptcy Court.

Richard E. Sakowicz, CEO and President of Cellex
Biosciences commented: "The company has made good progress
in its reorganization. Having reached agreement  
on the DIP financing, we can now turn our attention to
developing a consensual plan of reorganization and emerging
from the reorganization in an expedited timeframe. This
company and Biovest are firmly committed to providing our
customers with the highest quality products and service
both during this reorganization period and into the
future."

In another order issued by the Bankruptcy Court on February
3, the Court approved a form of notice to be sent to equity
security holders advising them that the company does not
anticipate that they will receive anything on account of
their shareholdings under any plan of reorganization that
might be proposed.   Until further notice, shareholders
will not be able to file proofs of interest with the Court
and will not be receiving any further notices from the
Court.

Cellex Biosciences provides advanced cell culture
technology -- through patented systems and contract
production services -- to pharmaceutical,  
diagnostic and biotechnology companies as well as leading
research institutions worldwide. Cell culture is a key
process used by these organizations for the creation of
novel proteins and monoclonal antibodies needed to detect
and treat human diseases such as cancer and AIDS. Cellex
Biosciences' corporate headquarters, R&D, contract cell
culture and manufacturing operations are located in
Minneapolis, Minn.


CML GROUP: Objection To Settlement With Secured Lenders
-------------------------------------------------------
A group of claimants, each former employees of NordicTrack,
Inc. submit that it is an error of law for a court to
approve the Global Settlement among BIII, GM, WSIB, CML and
the CML Committee and the Nordic Committee, stating that it
is in direct contradiction to the distribution scheme in
the Bankruptcy Code to allow unsecured creditors to receive
proceeds of the sale of the debtors' assets prior to
priority creditors receiving payment in full.  

Specifically the claimants object to a carveout for the CML
Committee, excluding priority creditors; a general release
to the Secured Lenders, waiving all claims, and binding any
successor Chapter 11 or 7 Trustee.

The claimants also object to the sale of the Smith & Hawken
stock and intercompany claims held by CML against Smith &
Hawken to the secured lenders free and clear of liens.  The
claimants state that the authority to sell assets free and
clear does not include the ability to sell such assets free
and clear of debtor's pension or other benefit liabilities.  
Finally, the claimants argue that the requirement of the
settlement that the debtor release the secured lenders is
also objectionable and inappropriate.  The claims of the
claimants may be derivative and the debtor should not be
required to release the secured lenders.

The claimants are currently plaintiffs in a pending action
in U.S. District Court for failure of the debtor to provide
notice of plant closing, breach of fiduciary duty and
breach of contract for failure to pay wages and/or
commissions.  Claimants intend to seek class
certifications.


COVENTRY HEALTH CARE: Stock Ownership Reported
----------------------------------------------
Wellington Management Company, LLP, in its capacity as
investment adviser, reports to the SEC beneficial ownership
of 4,192,900 shares of common stock of Coventry Health
Care, Inc., which represents 7.13% of the class. No client
of Wellington is known to have right or power with respect
to more than five percent of this class of securities,
except as follows: Vanguard  Health Care Fund.


CRIIMI MAE: Accepts Burchill's Resignation
------------------------------------------             
CRIIMI MAE Inc.(NYSE: CMM) on Monday accepted the
resignation of its executive vice president of
acquisitions, Frederick J. Burchill.

Since CRIIMI MAE filed to reorganize under Chapter 11 on
October 5, 1998, the  company has suspended several lines
of business, including Mr. Burchill's chief  function --
the acquisition of subordinated tranches of commercial
mortgage- backed securities (CMBS).  Due to the lack of new
business activities, Mr. Burchill's responsibilities had
changed, leading to his belief that he could  not achieve
his desired level of compensation while CRIIMI MAE
reorganized.


DAYTON MINING: Stock Ownership Reported
---------------------------------------
T. ROWE PRICE ASSOCIATES, INC. as investment
adviser/company reports beneficial ownership of 3,565,000
shares of common stock of Dayton Mining Corp., representing
8.7% of the class.  T. Rowe Price Small-Cap Value Fund,
Inc., investment adviser/company reports beneficial
ownership of 2,200,000 shares of common stock of Dayton
Mining Corp, representing 5.3% of the class.


DOMINION BRIDGE: Files Proposals to Creditors
---------------------------------------------
After Davie Industries yesterday, Dominion Bridge
Corporation (Nasdaq:BCQE) (ASE:DMO) and its  
subsidiary Cedar Group Canada today filed proposals to
their respective creditors under The Bankruptcy and
Insolvency Act.

The summary content of these identical proposals is as
follows:  The proceeds of the sale of the assets of both
companies will be allocated in the following order of
priority:  1. Sums owed to the governments of Canada and
the provinces with respect to payroll deductions. 2.
Secured claims. 3. Preferred claims. 4. Unsecured claims.

Secured claims are owed principally to the Bank of New
York, Lamar Investments Inc. and Wellgate International.
These claims amount to approximately C$60 million at the
prevailing exchange rate. They should be reimbursed with
the proceeds of the sale of Dominion Bridge's 63 percent
participation in the Australian based McConnell Dowell
Corporation. Announced on January 4, 1999, this transaction
is expected to close during the next few weeks. The net
proceeds may vary according to exchange fluctuations, but
is expected to be approximately C$85 million. The balance
will be allocated among creditors of Dominion Bridge
Corporation and of its subsidiaries.

General meetings of creditors of Dominion Bridge
Corporation and of Cedar Group Canada will be held within
21 days of the filing of the proposals, i.e. not later than
March 3, 1999.


FOOD COURT ENTERTAINMENT: Disclosure Statement Summary
------------------------------------------------------
On April 23, 1998, the debtor, Food Court entertainment
Network, Inc. entered into a purchase and sale agreement
with Prime Spot Media USA, Inc., a wholly-owned subsidiary
of Prime Spot Media, Inc., a British Columbia company.  The
purchase and a sale agreement with Prime Spot provided for
the sale of substantially all of the assets of the debtor
for $450,000, later reduced to $255,000.  The only
remaining assets of the debtor are the balance of funds in
Debtor's DIP account, net operating losses and Avoidance
Claims.

Pursuant to the proposed plan, the debtor will pay
Administrative Claims, Allowed Priority Claims and Allowed
Tax Claims in full.  Claims of Holders of Allowed general
unsecured claims total approximately $1 million.  The
debtor estimates that holders will ultimately receive
between 10% and 15% of their allowed general unsecured
claims.  Interests in the debtor shall be canceled.


FPA MEDICAL: Seeks Exclusivity Past Confirmation
------------------------------------------------
FPA Medical Management Inc. is asking the court to extend
its exclusive periods to file a reorganization plan and
solicit approval to May 14 and July 16, respectively. "One
of the Debtors' primary goals in this reorganization was to
exit the chapter 11 process with confirmed plans of
reorganization on as expeditious a basis as is practical,"
asserts the Feb. 2 motion. "In spite of the numerous
complex issues faced thus far, the Debtors have continued
to keep these cases moving on the fast track." (The Daily
Bankruptcy Review and ABI Copyright c February 11, 1999)


HEARTLAND WIRELESS: Disclosure Statement Summary
-------------------------------------------------
A Master Agreement was reached on December 2, 1998 between
Heartland, CAI Wireless Systems, Inc. and CS Wireless.
CAI purchased Heartland's 36% equity interest in CS
Wireless.  CS Wireless agreed to assign certain channels to
Heartland, Wireless Communications Service frequencies in
which Heartland owns or leases channel rights, and an
operating wireless cable television system in Iowa.  
Heartland agreed to assign certain channel rights to CS
Wireless, CS Wireless paid certain cash, and CS Wireless
conveyed certain wireless cable subscriber equipment to
Heartland.  They agreed to cooperate in an expeditious
manner to agree and implement a comprehensive two-way
frequency utilization plan in adjacent markets, and all
parties agreed to certain releases.

At the Stage II Closing, CS Wireless will also pay to
Heartland cash consideration and Heartland will cancel a
certain note for approximately $2.3 million.

Treatment of classes under the plan are summarized.

Class 1 - Priority Non-Tax Claims - unimpaired - paid in
full.

Class 2 - Secured Claims - unimpaired - paid in full.

Class 3 - Old Senior Note Claims and Miscellaneous
Unsecured Claims - impaired - holders will receive ratable
proportion of new common stock or by agreement cash.
Estimated recovery 52.2%.

Class 4 - Old Convertible Note Claims - impaired - holders
will receive ratable proportion of new common stock and its
ratable proportion of new warrants. Estimate Recovery -
16.8%

Class 5 - Trade Claims - unimpaired.

Class 6 - Indemnity Claims - impaired - if they accept the
plan, they will be entitled to assert claims against the
debtor to the extent of coverage under the debtor's
corporate liability insurance and self-insured corporate
liability insurance.  If they reject the plan the debtor
will request the Bankruptcy Court to estimate the indemnity
claims at zero.

Class 7 - Bondholder Litigation Claims - impaired -  debtor
estimates are zero.  If allowed will receive ratable
proportion of liability insurance and ratable proportion of
up to 275,000 New Warrants.

Class 8 - Stockholder Litigation Claims - impaired - debtor
estimates are zero.  If allowed will receive ratable
proportion of liability insurance and ratable proportion of
up to 275,000 New Warrants.

Class 9 - Equity Interests - impaired - estimated recovery
- $0 - $.08 per share - equity interests will be canceled
on the Effective Date.

The debtor estimates that approximately 10,000,000 shares
of new common stock having an approximate aggregate value
of $144 million, and 1,100,000 new warrants having an
approximate aggregate value of $7 million will be issued
under the plan.


HECHINGER: To Close 34 Stores
-----------------------------
Home improvement chain Hechinger Co., based in Largo, Md.,
will close 34 stores, primarily Builders Square outlets in
the Midwest that have performed poorly, The Washington Post
reported. After the closings, Hechinger will have 210
stores nationwide. Two years ago, Leonard Green & Partners,
a Los Angeles investment firm, bought Hechinger and
combined it with Kmart Corp.'s Builders Square chain. Last
year Hechinger lost $93 million, so industry analysts say
Hechinger must take aggressive steps quickly to stem the
losses. And they say the closings are not a sign that
Leonard Green is giving up on the chain but that it sees
the turnaround as a multi-year process. (ABI 11-Feb-99)


JPE INC: Stock Ownership Reported
---------------------------------
By Schedule 13 G filed with the SEC John Psarouthakis and
John Psarouthakis Trust report 761,212 Common  Shares of
JPE Inc. stock,  consisting  of (a) 721,212 shares owned by
a trust of which Dr. Psarouthakis is trustee and a
beneficiary  and (b) 40,000  shares owned by a  charitable
foundation  of which  Dr.  Psarouthakis  is a  director  
and  officer. Percent of Class: 16.54%.


KIA MOTORS: Workers Stage Walkout
---------------------------------
BBC Asia Pacific Political reports on February 10, 1999
that the South Korean news agency Yonhap reported that  
approximately 10,000 employees of Kia Motors Corp  
started a four-hour walkout at 1030 {local time} Wednesday
{10th February}, demanding the payment of overdue bonuses
and guarantees of job security.

The workers are demanding the payment of a 600-per cent
bonus for the year 1997, a 9-per cent pay raise for 1998
and job security after Hyundai Motor acquired the bankrupt
carmaker late last year.

Hyundai sources said the Kia workers' demands are
"inconceivable for a bankrupt company".

The walkout is feared to dampen Kia's efforts to sell
300,000 units on the home market and ship about 500,000
units overseas this year, sources said.

Kia workers said job security is precarious in light of the
fact that Hyundai reduced about 30 per cent of mid-level
Kia officials through early retirement.


MCA FINANCIAL: Conservator Announces Chapter 11 Filing
------------------------------------------------------
A Chapter 11 petition has been filed on behalf of MCA
Financial Corp. in the United States Bankruptcy Court for
the  Eastern District of Michigan.  The petition was filed
by B.N. Bahadur, Conservator of MCA and CEO of BBK, Ltd.
The purpose of the filing is to allow Bahadur time to
determine the extent of MCA's financial problems.
The petition seeks Chapter 11 relief for MCA Financial
Corp. and the company's operating  entities MCA Mortgage
Corporation, Mortgage Corporation of America, RIMCO  
Financial Corp., RIMCO Management Company, RIMCO Building
Company, RIMCO  Development Group, Real Estate Solutions
Group, RIMCO Realty and Mortgage,  Mortgage Corporation of
America, Inc., Property Corporation of America, and  
Warehouse Lenders, Inc.

Bahadur said,  "Since the Michigan Financial Institutions
Bureau placed MCA into  Conservatorship, our efforts have
been to resume day-to-day operations as  effectively as
possible.  We have established a short-term line of credit
to fund these existing operations, allowing us to rehire
more than 60 MCA  employees."

Bahadur named Timothy Skillman of BBK chief operating
officer of MCA. He also advised that customers holding MCA
mortgages should continue to make payments in the same
manner and to the same address as they have in the past,
and that loan payments are being processed as they are
received.  

On January 28, Bahadur was named Conservator of MCA by
Patrick McQueen, Financial Institutions Bureau Commissioner
for the State of Michigan. The order allows the Conservator
to do "all things necessary" in the best interests of  
the general public to oversee and manage the assets of
approximately 11,000 mortgages and land contracts valued at
$536 million.


MJDESIGNS: To Close Nine Stores
-------------------------------
A week after filing for chapter 11 protection, MJDesigns,
Coppell, Texas, announced that it will close nine stores;
several in Texas, as well as in Atlanta and upstate New
York, according to The Star-Telegram. The crafts store
chain will not hold liquidation sales but transfer the
inventory to other stores. MJDesigns listed liabilities
of $83 million and assets of $76 million in its Feb. 2
filing. The company is working on interim financing in
order to meet ongoing expenses, including a $1.3 million
payroll for 3,000 employees. (ABI 11-Feb-99)
    

NU-KOTE HOLDING: Notification of Late Filing of 10-Q
----------------------------------------------------
Nu-Kote Holding Inc. notified the SEC that it would be
filing its quarterly Form 10-Q late.  The company explained
that it filed for protection under Chapter 11 of the United
States Bankruptcy Code on Friday November 6, 1998. The
Company's certified public accountants were just recently
ratified by the Bankruptcy Court. Consequently the process
of performing this quarterly review has only just begun,
and it is anticipated that the additional time will be
required for its completion.


RIO GRANDE: Disclosure Statement Summary
----------------------------------------
In summary, the reorganization plan of Rio Grande Inc., and
its affiliated debtors provides that the reorganized
company will issue shares of new common stock.  The plan
provides for distribution to claimants in Class 2, other
secured claims, not to exceed $20,000; Class 3, priority
non tax claims, not to exceed $150,000 and Class 4, other
unsecured claims, not to exceed $750,000.  Class 1 - EXCO
Secured claims will be allowed in full in the amount of
$13,127,666 plus interest.  Class 1 is impaired.  The
preferred stock interests comprising Class 5, claims of
Koch Exploration Company, would be afforded the opportunity
to acquire a 24.5% working interest in the Righthand Creek
Field under the plan for $698,250.  The equity interests
and claims in respect of the company's common stock are
afforded no value under the plan and would be canceled.

The debtors believe that the total allowed prepetition
claims in the case will be less than $600,000.  The debtors
state that there is little risk that the actual amount of
cash available for distribution will b be inadequate to pay
in full in cash all claims filly allowed in the case.  The
only real risk factor for creditors is that the proofs of
claim that are ultimately allowed will exceed the debtors'
estimate of the claims.  There are also certain risk
factors relevant to EXCO since it will be receiving the
common stock of the reorganized debtor.  There is no
assurance that the reorganized debtor will generate profits
or meet its projections in the future due to the current
status of the oil and gas industry, and in particular, the
current decline in prices.

The plan also provides for the rejection of any prepetition
employment agreements.


SANTA FE GAMING: Stock Ownership Reported
-----------------------------------------
Hudson Bay Partners, LP reports to the SEC that it is the  
record and beneficial owner of 2,134,100 Shares of Santa Fe
Gaming Corporation, constituting  approximately
24.1% of the outstanding Shares of the company.

TELEGROUP INC: Files Chapter 11 Petition
----------------------------------------
Telegroup, Inc. (Nasdaq: TGRP) announced it has filed a
voluntary petition under Chapter 11 of the U.S.  Bankruptcy
Code in order to facilitate a financial restructuring.  The
Company filed the petition late yesterday in the United
States Bankruptcy Court for the District of New Jersey.

The Company also has hired a New York-based corporate
turnaround specialist, Alvarez & Marsal, to guide it
through the restructuring process and develop
restructuring and other strategic alternatives including
the possible sale of the Company. David Walsh will serve as
President and Chief Operating Officer and Mark Valarde will
serve as Chief Financial Officer during the
restructuring of the Company. Clifford Rees will remain as
the Company's chief executive officer.

Telegroup elected to pursue a Chapter 11 reorganization so
that it can provide comfort to its creditors, employees,
agents, carriers and customers that it will continue to
operate in the normal course of business while it completes  
its restructuring. The Company has sought and expects
to receive the Court's  approval to pay for accrued and
earned commissions to agents in the ordinary  course and to
pay agent commissions, employee salaries, wages and
benefits  without interruption.

The Company said its foreign subsidiaries are not part of
the Chapter 11.

The Company expects that, subject to Bankruptcy Court
Approval, it will receive immediate access to its cash
collateral, which is adequate to support the ongoing
operations of the Company and its foreign subsidiaries. In
addition,  the Company expects to receive additional
operating funds in the form of Debtor in Possession (DIP)
financing.

"Filing under Chapter 11 now is in the best interest of
Telegroup and its creditors," Rees said. "This allows the
Company to develop a plan of reorganization that puts it
back on the right track with a reduced debt burden  
and improved profitability."

Telegroup said a general downturn in the capital markets
caused the Company to begin looking for alternative sources
of capital to refinance its maturing loans and to fully
fund its business plans. Since October, the Company has
been  considering many financial restructuring alternatives
including raising funds  through public or private equity,
attracting a strategic business partner,  selling certain
business assets or filing a petition for relief under
Chapter  11 of the U.S. Bankruptcy Code. In addition,
Telegroup launched an operational restructuring plan to
scale back low margin wholesale business, reduce its  
workforce, suspend its ATM network initiative and down-size
senior management.

Telegroup provides national and international long distance
telecommunications services, serving residential and small
and medium-sized business customers in more than 200
countries worldwide. Telegroup operates a global, digital,  
facilities-based network, the Telegroup Intelligent Global
Network (R), which consists of 25 Nortel GSP and Excel LNX
voice switches in 12 countries, 23 Nortel Passport ATM
switches, 6 enhanced services platforms, 26,000 miles of  
owned and leased capacity on digital fiber-optic cable
links, and leased parallel data transmission capacity.  


TIE/COMMUNICATIONS: Disclosure Statement Hearing
------------------------------------------------
The plan of liquidation of Tie/Communications, Inc.
classifies claims and interests in various classes
according to their right to priority.

Administrative expenses and priority tax claims will be
paid under the plan.  The debtor does not believe that
there are any secured claims.  General unsecured claims
total $32,926,000.  The claim holders will receive a pro
rata share of the liquidation proceeds.  Holders may
receive a distribution of between 27.25% and 40.35%,
depending on the recoveries from the prosecution of rights
of action and upon the resolution of disputes regarding
administrative, priority and secured claims.  Interest
holder (Tie Acquisition Company) will receive no property
on account of the claims.  All existing stock of the debtor
shall be deemed canceled upon entry of a final order.  Upon
entry of a final decree closing this case, the debtor shall
be deemed dissolved.

A hearing is set for February 16, 1999 at 10:30 AM, United
States Bankruptcy Court Central District of California,
Courtroom 6153, 411 West Fourth St., Santa Ana, California
92701.


USN COMMUNICATIONS: Stock Ownership Reported
--------------------------------------------
Schedule 13G is filed with the SEC on behalf of John
Hancock  Mutual Life Insurance Company ("JHMLICO"),    
JHMLICO's direct, wholly-owned subsidiary,  John Hancock
Subsidiaries,  Inc. ("JHSI"),  and  JHSI's  wholly-owned  
subsidiary,  Hancock Venture Partners, Inc. ("Venture").

Amount of common stock of USN Communications, Inc.
beneficially owned: Venture has beneficial
ownership of 1,744,269 shares of Common Stock.
Venture is a managing general partner of the
general partner of HarbourVest Partners IV-Direct
Fund L.P.  Through their parent-subsidiary
relationship to Venture, JHMLICO and JHSI have indirect
beneficial ownership of the Venture shares.

Percent of Class: 7.4%

Venture has sole power to vote or to direct
the  vote  of  1,744,269  shares  of  Common
Stock.


VENTURE SEISMIC: Announces Filing For Creditor Protection
---------------------------------------------------------       
Venture Seismic Ltd. (NASDAQ:VSEFE) announced that Venture
Seismic Ltd. ("Venture") and its wholly owned subsidiary
Continental Holdings Ltd. ("Continental") filed for  
creditor protection on Feb. 8, 1999, under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary,  Action No. 9901-
01950 (the "CCAA filing").

The previously announced seizure of the Pacific Titan and
termination of the contract with Western Geophysical has
resulted in significantly reduced cash flows, an inability
to fully fund working capital and debt requirements and the
violation of certain contractual commitments, including
certain loan covenants.

Under the CCAA filing amounts owing to the **creditors**
are stayed for a period of 30 days while Venture and
Continental ("the companies") explore financing and  
restructuring alternatives and develop a comprehensive
restructuring plan ("the  plan").

The companies can make further application to the Court to
extend the stay period to continue developing and
implementing the plan. The plan must be approved by the
creditors and the Court in order to be implemented.
Neither of  Venture's other subsidiaries, Boone Geophysical
Inc. and Hydrokinetic Surveys  of Canada Inc. have filed
for creditor protection.

Brian Kozun, President and CEO of Venture stated, "The
companies have been engaged in a program of financial
restructuring during the past few weeks, including
discussions with major creditors with a view to implement a  
comprehensive restructuring plan. Seeking protection under
the CCAA was necessary to protect certain contracts and
assets, and to permit the companies to explore financing
alternatives. The companies are committed to the  
development of a sound plan which will maximize the
potential of both companies."

Venture Seismic Ltd. is currently listed on the Nasdaq
National Market ("Nasdaq") however the trading of its
common shares was halted on Jan. 15, 1999, pending the
receipt and review of additional information. Venture has  
also received formal notice of the potential delisting of
its common shares pending the receipt of Venture's Form 10-
K and an assessment of Venture's ability to restore
compliance with continued listing requirements including
the market price of its common shares and the number of
outside directors. Venture has requested a hearing with
Nasdaq to address these issues.

Venture is engaged primarily in the acquisition of land,
wetlands and marine seismic data for use in the exploration
for and development and field management of oil and gas
reserves.


WESTERN DIGITAL: Quarter Report For Period Ended 12/26/98
---------------------------------------------------------
Western Digital Corporation filed with the SEC its
Consolidated Statements of Operations for the six-month
periods ended December 27, 1997 and December 26, 1998.  

Consolidated revenues were $738.6 million in the second
quarter of 1999, a decrease of 24% from the second quarter
of the prior year and an increase of 13% from the
immediately preceding quarter. Consolidated revenues were
$1.4 billion in the first six months of 1999, down 33% from
the corresponding period of 1998.  Net loss for the six
month period ended December 26, 1998 was over $276 million  
compared to a net loss for the sixth month period ended
December 27, 1997 of approximately $82 million.

Excluding special charges, the gross profit margin in the
second quarter of 1999 was 3% as compared to 10% in the
corresponding period of the prior year and 1% in the
immediately preceding quarter. The 7 percentage point
decline in gross profit margin from the second quarter of
1998 was primarily related to lower ASPs for the Company's
products.

On January 19, 1999, the Company initiated a restructuring
program whereby it is combining its Personal Storage
Division and Enterprise Storage Group into a
single hard drive operating unit.

On February 1, 1999, the Company acquired Crag
Technologies, a San Jose-based startup company that has
focused on developing storage solutions for NT servers
since its inception, at a cost of approximately $12
million. The purchase price includes Western Digital common
stock and the assumption of certain liabilities.


YES! ENTERTAINMENT: Case Summary & 20 Largest Creditors
-------------------------------------------------------

Debtor:  Yes! Entertainment Corporation
         3875 Hopyard Road, Suite 375
         Pleasonton, California 94588

Type of business: The debtor is involved in the
development, manufacturing and marketing of toys and other
entertainment and interactive products.

Court: District of Delaware

Case No.: 99-213    Filed: 02/09/99    Chapter: 11

Debtor's Counsel: Laura Davis Jones
                  Robert S. Brady
                  Michael R. Nestor
                  Young, Conaway Stargatt & Taylor
                  11th Floor Rodney Square North
                  PO Box 391
                  Wilmington, Delaware

Total Assets:              $18,635,000
Total Liabilities:         $19,680,000
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt      $7,000,0000          2
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt    $12,680,000    Unknown
Contingent unsecured debt                    $0          0
Disputed unsecured debt                      $0          0
Unliquidated unsecured debt                  $0          0


No. of shares of preferred stock  

                          Series B    10,241  Undetermined
                          Series C   353,132  Undetermined                

No. of shares of common stock       16,813,998        237  

20 Largest Unsecured Creditors:

   Name                                  Amount
   ----                                  ------         
Machina, Inc.                         2,211,803
King Features                           795,911
Cooley Godward Castro                   417,537
Active Media Inc.                       336,771
Sinomex USA Corp                        172,629
Baltrans California Inc.                169,045
Shoot the Moon Corp.                    134,718
Helmsley Spear, Inc.                    103,562
Harvey Herman Assoc, Inc.               102,212
Creative Media Inc.                     101,491
Alchemy II, Inc.                         85,533
Wilson, Sonsini                          77,784
Mattel, UK                               69,822
Square 24 Associates                     69,069
Info Storage Device Inc.                 65,086
Michael Katz & Assoc.                    64,500
Whipple Property 1001 LLC                62,260
RR Donelly Financial Inc.                58,796
Bergeson & Elipoulos                     57,866
Planned Marketing, Inc.                  51,842


DLS CAPITAL PARTNERS: Bond Pricing For Week Of Feb. 8
-----------------------------------------------------
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                 11 - 14 (f)
Amer Pad & Paper 13 '05               59 - 61
Amresco 9 7/8 '05                     76 - 78
Atel 0/14 1/2 '04                     12 - 14
Asia Pulp & Paper 11 3/4 '05          67 - 68
Boston Chicken 7 3/4 '05               6 - 7 (f)
Brazos 10 1/2 '07                      5 - 7 (f)
Brunos 10 1/2 '05                     14 - 16 (f)
Cityscape 12 3/4 '04                  13 - 15 (f)
E & S Holdings 10 3/8 '06             42 - 45
Globalstar 11 1/4 '04                 72 - 74
Geneva Steel 11 1/2 '01               22 - 24 (f)
Hechinger 9.45 '12                    44 - 47
Hills 12 1/2 '02                      95 - 96
Loewen 7.20 '03                       65 - 67
Mobilemedia 9 3/8 '07                 12 - 14 (f)
Penn Traffic 8 5/8 '03                48 - 50 (f)
Planet Hollywood 12 '05               30 - 34
Royal Oak 12 3/4 '06                  40 - 45 (f)
Samsonite 10 3/4 '08                  76 - 78
Service Merchandise 9 '04             27 - 28 (f)
Sunbeam 0 '18                         11 - 12
Trism 10 3/4 '00                      45 - 48
Trump Castle 11 3/4 '05               78 - 81
Zenith 6 1/4 '11                      25 - 28 (f)



                   *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

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 1999.  
All rights reserved.  ISSN 1520-9474.  

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