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T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Monday, February 22, 1999, Vol. 3, No. 35

                   Headlines

ABLE TELCOM: Reports Fourth Quarter Net Income
BCE WEST LP: Bar Date Set
BCE WEST LP: Seeks Authority To Hire Financial Advisor
BONNEVILLE PACIFIC: Releases Oct. 31, 1998 Balance Sheet
CHATCOM INC: Notification of Late Filing

HOME HEALTH: Files Chapter 11
JUMBOSPORTS: Lenders Object To Use of Cash Collateral
KIWI AIRLINES: Two Planes Repossessed
MAIDENFORM: Seeks Approval of Settlement Agreement
MOBILEMEDIA: Court Sets Date For Confirmation Hearing

PHP HEALTHCARE: Retention Incentive Program For Staff
PHP HEALTHCARE: Seeks Order Establishing Bar Dates
PINNACLE BRANDS: Order Authorizes Insurance Premium
PINNACLE HOLDINGS: $368 Million Initial Public Offering
PITTSBURGH PENGUINS: Lemieux Meets With Governor

RINCON ISLAND: Committee Seeks To Terminate Exclusivity
SGL CARBON: Committee Taps Professionals
SGL CARBON: Offers Little Defense At Dismissal Hearing
TELEGROUP: Telegroup, Inc. Moves To OTC
UNIVERSAL EXPRESS INC: Notification of Late Filing

USN COMMUNICATIONS: 12 Units File For Chapter 11
USN COMMUNICATIONS: Sale Agreement Signed With CoreComm
WINDSOR ENERGY: Committee Seeks To Terminate Exclusivity
WORLDWIDE DIRECT: Claim of Norcross Teleservices
WSR CORP: Seeks Extension of Exclusivity
Z. FREDERICK ENTERPRISES: To Hire Trademark Consultants

                  *********

ABLE TELCOM: Reports Fourth Quarter Net Income
----------------------------------------------
Able Telcom Holding Corp. reported that net income for the
fourth quarter ended October 31, 1998 is $1.8 million, or
$0.16 per share, based on revenues of $103.0 million.

Revenues for the Company's fiscal year ended October 31,
1998 are $217.5 million with net income of $2.5 million.
After taking into account a non-cash charge to retained
earnings of $8.0 million related to the beneficial
conversion privileges on preferred stock, other non-
recurring adjustments associated with the Company's
obtaining financing for a portion of the purchase
price of MFS Network Technologies, and preferred stock
dividends, the loss applicable to common shareholders is
$5.8 million, or $0.59 per share. On a diluted basis, the
loss applicable to common shareholders is $5.3 million, or
$0.51 per share. The Company is currently analyzing the
effects of the year-end adjustments on previously reported
quarterly earnings.

Due to discussions regarding the above held with Arthur
Andersen LLP, the Form 10-K was unable to be filed with the
Commission today. Now that the audit is complete, the
Company expects to file the 10-K by February 24, 1999.


BCE WEST LP: Bar Date Set
-------------------------
The U.S. Bankruptcy Court for the District of Arizona
entered an order establishing March 31, 1999 as the last
day for filing proofs of claim and proofs of interest in
the Chapter 11 case of BCE WEST, LP. et. al.


BCE WEST LP: Seeks Authority To Hire Financial Advisor
---------------------------------------------------
The debtors, BCE WEST, LP. et al. have determined that they
require the services of experienced financial advisors to
assist and advise them in their reorganization efforts.  
The are seeking authority to employ BT Alex. Brown

BT Alex. Brown has agreed to provide the following
generally described financial advisory services:
(a) A review and analysis of the Debtors' business,
operations and financial projections, including the
development of a business plan and financial
foundation for a reorganization plan or plans;
(b) An evaluation of the Debtors' debt capacity in light of
its projected cash flows;
(c) Assisting in the determination of an appropriate
capital structure for the Debtors;
(d) Determination of a range of values for the Debtors on a
going concern basis;
(e) Advising the Debtors on specific tactics and strategies
for negotiating with its stakeholders;
(f) Rendering financial advice to the Debtors and
participating in any meetings or negotiations with any of
the Debtors' Lenders in connection with any restructuring,
modification or refinancing of the Debtors' debt
obligations;
(g) Assistance in the formulation, documentation, and
implementation of a reorganization plan or plans, including
analysis of any reorganization plan(s) and alternatives
thereto, and negotiations with relevant constituencies;
(h) Functioning as a liaison with the creditors'
committee(s) and their professionals regarding the Debtors,
the Chapter 11 case(s), and plan issues and negotiations;
(i) Assisting the Debtors in preparing any documentation
required in connection with the restructuring of its debt
obligations;
(j) Assisting in any sale of assets;
(k) Assessing the possibilities of bringing in new lenders
and/or investors to replace, repay or settle with the
current lenders;
(l) Actively representing the Debtors with respect to
negotiations and structuring of any potential investment
from strategic or financial investors or buyers;
(m) Advising, and attending meetings of the Debtors' Board
of Directors and its committees;
(n) Participating, including providing expert testimony, as
necessary, in hearings before the Bankruptcy Court in
connection with the foregoing, including hearings to
consider adequacy of a disclosure statement with
respect to, and confirmation of, a reorganization plan; and

The Engagement Letter provides for a fee of $150,000 per
month.


BONNEVILLE PACIFIC: Releases Oct. 31, 1998 Balance Sheet
--------------------------------------------------------  
Bonneville Pacific Corp. (OTC BB:BPCO)(the "company")
announced that it has filed its Oct. 31, 1998 consolidated
audited balance sheet with the Securities and Exchange
Commission ("SEC") as part of an amended Form 8-K.

On Nov. 2, 1998, the company filed a Form 8-K with the SEC
which disclosed, among other things, that the company had
emerged from bankruptcy (subject to the completion of those
actions required by the Trustee's Amended Chapter 11 Plan
(the "Plan")).

On the effective date of the Plan, the company's Chapter 11
Bankruptcy Trustee (Roger G. Segal), to the extent
consistent with the Plan, turned control of the company
over to a new board of directors. As of the date of the
filing of Nov.  2, 1998 Form 8-K, it was impractical for
the company to provide the  consolidated audited balance
sheet required by SEC Staff Legal Bulletin No.2.

The consolidated balance sheet filed today sets forth the
company's consolidated balance sheet as of Oct. 31, 1998 as
well as a consolidated pro forma balance sheet, which
reflects adjustments necessary to record the company's
reorganization under the Plan. The asset values, carried on
the Oct. 31, 1998 consolidated balance sheet, are reported
at the lower of fair market value or historical cost.

Inasmuch as the company's reorganization value, as set
forth in the Plan, as of the date immediately preceding the
effective date of the Plan, was greater than the sum of
post-petition liabilities and allowed claims, the company
did not qualify for "fresh start" accounting.

Under fresh start accounting, the company would have
reported all of its assets at fair market value rather than
at the lower of historical cost or fair market value.

The company believes that the fair market value of most of
the assets of the company was more properly estimated in
the Amended Disclosure Statement filed as part of the Plan.
There are approximately 7,227,000 shares of the company's
common stock currently issued and outstanding.

Bonneville Pacific is engaged, through its subsidiaries, in
electrical cogeneration activities and in natural gas and
oil production and sales.


CHATCOM INC: Notification of Late Filing
----------------------------------------
Chatcom Inc.'s form 10-QSB for the fiscal quarter ended
December 31, 1998 could not be filed on its due date
without reasonable effort or expense for the
following reasons:

The company's Chief Financial Officer resigned. The company
does not have sufficient financial resources to hire a new
Chief Financial Officer and is relying on an outside
consultant in helping with the preparation of the Form
10-QSB.


HOME HEALTH: Files Chapter 11
-----------------------------
Home Health Corporation of America Inc., King of Prussia,
Pa., announced that it and certain of its subsidiaries
filed for chapter 11 protection in the District of Delaware
so that the companies can reduce and reorganize their debt
and strengthen their financial position, according to a
newswire report. Home Health faced severe liquidity
problems related to the July 1, 1998 implementation of the
Medicare Interim Payment System, which negatively impacted
the company's home nursing visit patterns and decreased its
per visit Medicare reimbursement. In addition, overpayments
and retroactive adjustments for prior period Medicare cost
reports, and certain managed care and other non-
governmental payors continuing to delay or deny payments
to the company for products and services delivered are
other factors related to the company's problems. Home
Health Corporation owns and operates 44 branch locations in
Pennsylvania, New Jersey, Delaware, Maryland, Florida, New
Hampshire, Massachusetts, Illinois and Texas. (ABI 19-Feb-
99)


JUMBOSPORTS: Lenders Object To Use of Cash Collateral
-----------------------------------------------------
Foothill Capital Corporation, as agent for a group of
lenders objects to JumboSports Inc.'s use of cash
collateral and further requests adequate protection of its
interests in the property of the estate.

The objections are being filed to cover the circumstances
when the court does not approve the proposed DIP financing
to be provided by Foothill and the debtor must request
continued use of cash collateral to operate its business.  
As adequate protection for its interest, Foothill demands
that it be provided interest and reimbursement of expenses
and in addition, that the debtor be ordered to pay directly
to Foothill any surplus cash collateral in the debtor's
possession, custody or control exceeding the sum of $1
million plus the debtor's projected operating expenses for
the next two week period.  Thereafter, the debtor is to
deliver to Foothill all cash in excess of its weekly
operating needs.


KIWI AIRLINES: Two Planes Repossessed
-------------------------------------
Kiwi International Air Lines is putting some of its  
passengers on other airlines after a British company
repossessed two of the discount carrier's eight planes.

Fly Finance 1 Ltd. of London took the planes last weekend,
saying the airline had failed to honor an agreement to buy
the aircraft by the end of January.

The tiny upstart airline now has four planes in the air and
two others undergoing maintenance. Only one of the two
planes had been flying at the time; the other was in  
Canada undergoing an overhaul, Kiwi spokesman Rob Kulat
said.

Passengers who would have flown on the active plane are
taking flights on Pan Am and Sun Pacific airlines instead,
Kulat said. Customers with Kiwi tickets will continue to
check their bags at Kiwi counters.  Kulat didn't know how
many flights the repossessed plane handled. Kiwi makes
about 225 flights a week from Newark, Boston, Atlanta,
Miami, Palm Beach and Orlando, Fla., San Juan and
Aguadilla, Puerto Rico.

The airline, which has struggled to survive since it
started flying in 1992, is ending service to Boston on
Tuesday. The city's Logan International Airport
has said it would ban the airline by then for refusing to
pay debts, but Kulat said the airline had already planned
to pull out of Boston.

It has also ended service to Chicago and Flint, Mich.,
saying the routes were no longer profitable. But Kulat said
Kiwi is still doing well. It reported a 26 percent increase  
in passengers in January from a year ago, to 58,900.
Fly Finance, a London-based leasing company that only owns
the two repossessed planes, had renegotiated a lease with
Kiwi shortly after the airline emerged from bankruptcy in
1997. The lease, which charged about $150,000 a month to
rent both planes, expired in December.

Fly Finance agreed to extend the lease until Jan. 31 in
return for a $500,000 payment from Kiwi. The company
repossessed the planes after Kiwi let the deadline pass
without buying them at a previously agreed-to price of $6.6  
million.

Kulat said Kiwi is still interested in buying the planes.


MAIDENFORM: Seeks Approval of Settlement Agreement
--------------------------------------------------
Maidenform Worldwide, Inc., et al., seek a court order
approving a settlement agreement with Bali Foundations,
Inc., Saramar LLC and Sara Lee Corporation ("the
defendants") resolving an adversary proceeding.

The adversary proceeding is with regard to a certain
trademark registration wherein Maidenform alleged that the
defendants used a trademark deceptively similar to those
used by Maidenform. Saramar has agreed to discontinue use
of the trademark, and to change the name of the product.  
Bali has agreed not to use certain colors on its hangtags,
and to discontinue certain words in describing its product.
And the defendants have filed a notice of abandonment with
the patent and trademark office.


MOBILEMEDIA: Court Sets Date For Confirmation Hearing
-----------------------------------------------------
MobileMedia Corporation announced that the U.S. Bankruptcy
Court for the District of Delaware yesterday approved the
supplemental disclosure material to be provided to members
of the Company's Class 6 general unsecured creditors,  
allowing MobileMedia to proceed with the Court-ordered
resolicitation of votes  from that class on its Third
Amended Joint Plan of Reorganization (the "Plan").  The
Plan provides for the merger of MobileMedia into Arch
Communications Group, Inc. (Nasdaq: APGR). The Court set
March 23, 1999 as the deadline for re-voting  by
MobileMedia's Class 6 creditors on the Plan and for
objections to the Plan  to be filed, and scheduled the
confirmation hearing on the Plan to resume on  March 26,
1999.


PHP HEALTHCARE: Retention Incentive Program For Staff
-----------------------------------------------------
PHP Healthcare Corporation seeks an order authorizing and
approving adoption and implementation of a retention
incentive program for key corporate staff of the debtor.

The proposed Retention Incentive Plan would provide
incentives to approximately 45 employees, designated below
as key corporate staff who remain in the debtor's employ
and provide the necessary support until their designated
termination date.  The debtor has excluded senior officers
of the debtor from participation in the plan.  The plan
will cost approximately $408,000.


PHP HEALTHCARE: Seeks Order Establishing Bar Dates
--------------------------------------------------
The debtor, PHP Healthcare Corporation seeks entry of an
order establishing March 30, 1999 as the last date for all
creditors and certain interest holders to file proofs of
claim in this Chapter 11 case.


PINNACLE BRANDS: Order Authorizes Insurance Premium
---------------------------------------------------
Judge Mary F. Walrath entered an order authorizing the
debtors to enter into and implement the Insurance Financing
Agreement with Imperial Premium Finance.  Imperial is
granted a security interest in any and all unearned
premiums and dividends which may be payable under the
Insurance Financing Agreement, less payments which reduce
the unearned premiums subject to mortgage or loss payee
interest and any interest arising under a state guarantee
fund.


PINNACLE HOLDINGS: $368 Million Initial Public Offering
-------------------------------------------------------
The Sarasota Herald Tribune reports on February 18, 1998
that  Pinnacle Holdings Inc. will make a splash as early as
today with the largest initial public offering of stock in
Southwest Florida history.

The offering's timing will depend on market conditions.
Pinnacle withdrew its IPO last year because of volatility
on Wall Street.  Pinnacle, a four-year-old company
providing wireless communications space on towers
throughout the southeastern United States, is selling about
two-thirds ownership in the company.

Pinnacle plans to use proceeds from the offering to redeem
stock, pay down its roughly $350 million in debt and expand
its foothold in the wireless communication market. The
company has not posted a profit since 1996, losing about
$47 million last year.

After the IPO, insiders will control about 33 percent of
the stock. Shares are expected to sell for between be $14
to $16. Twenty million shares are being sold. Underwriters,
including BT Alex Brown, Salomon Smith Barney, NationsBanc
Montgomery Securities and Raymond James & Associates Inc.,
have the option to buy another 3 million if demand is high.
Sixteen million shares are being offered in the United
States and Canada, with another 4 million shares elsewhere.

The company expects to be taxed as a real estate investment
trust, meaning it must distribute 95 percent of its REIT
taxable income to avoid paying taxes on that income.
Pinnacle owns 876 towers with the largest numbers in
Florida, Georgia and Alabama. They are used for cellular
services, paging, wireless data transmission, radio and
television broadcasting.  The company is hoping to tap the
wireless communications boom. The number of  wireless
subscribers has grown from 203,000 in 1985 to 61 million in
1998.

About 43 percent of Pinnacle's customers use the tower
space for paging services, 18 percent for two-way radio
communications and 5 percent for cellular customers. Its
800 customers include, Nextel, Sprint, Motorola,  
BellSouth, Skytel, the FBI and the Bureau of Alcohol,
Tobacco & Firearms.

The company has acquired 799 towers and built 77. It has
agreements to acquire another 135. The towers are in high-
growth markets such as Southwest Florida, Tampa, Atlanta,
New Orleans and Orlando.

The company plans to use IPO proceeds as follows: $31.4
million to redeem senior preferred stock, $60.4 million to
redeem junior preferred stock, $15.7 million to retire a
loan, $43.7 milion to be distributed to stockholders in
a recapitalization plan and $129.3 million to repay
outstanding loans.

The SEC filing highlighted risks in the company's business.

Pinnacle has considerable debt, meaning a lot of cash flow
will be needed to repay it. Also, the company spends a lot
of capital - $42.2 million, $88.4 million and $372 million
in 1996, 1997 and 1998, respectively.

It is also reliant on key companies for its customers base.
MobileMedia Communications and Southern Communications
account for about 35 percent of business. Mobile Media,
from which Pinnacle bought 166 towers in September for  
$170 million, has filed for **bankruptcy** protection.

After the offering, ABRY Broadcast Partners II, L.P. will
control 27.3 percent of voting shares and four of seven
seats on Pinnacle's board of directors. Pinnacle's top
three executives will control 4.6 percent of shares.

Pinnacle Holdings Inc.

* Address; 1549 Ringling Blvd., Sarasota
* Web site: www.pinnacletowers.com
* Employees: 90
* Product: Wireless communications tower space
* Revenue/Net Loss in 1998: $48.4 million/$47.4 million
* Shares to be offered: 20 million (3 million additional
shares can be sold to underwriters)
* Price Range: $14 to $16
* Maximum offering value: $368 million   * Insider control
after offering: 32.3 percent


PITTSBURGH PENGUINS: Lemieux Meets With Governor
------------------------------------------------
Mario Lemieux Meets with Pa. Governor and NHL About Buying
Penguins Former Pittsburgh Penguin Mario Lemieux is moving
ahead with efforts to organize an ownership group that
would buy the bankrupt team and met with Gov. Tom Ridge and
National Hockey League Officials to gain support for his
`bid, according to the Associated Press. Lemieux
must raise at least $40 million (possibly more) to address
the team's debt and supply short-term working capital.
Lemieux is one of the creditors in the team's chapter 11
case; he is owed $26.2 million in deferred compensation but
would exchange much of that debt for equity in any
ownership group. Lemieux has not disclosed who the
potential partners are but has reportedly received some
firm commitments; this would enable the team to stay in
Pittsburgh. Next month Bankruptcy Judge Bernard Markovitz
will begin considering proposals to reorganize the team's
$125 million debt. (ABI 19-Feb-99)

   
RINCON ISLAND: Committee Seeks To Terminate Exclusivity
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Rincon
Island Limited Partnership seeks to terminate the exclusive
periods during which to file a plan of reorganization and
seek acceptance thereto in the cases of Rincon Island
Limited Partnership and Windsor Energy US Corporation.

The committee states that the debtors have made little, if
any, progress towards consensually reorganizing their
affairs.  More than two months have passed since the
Exclusive Periods were extended and the proposed agreement
has not been finalized and the estates do not have a
consensual resolution.  The Committee believes that the
debtors are insolvent.  The Committee has concluded that
the values attributed to the debtor's oil and gas
properties are overstated, and within the industry the
crude oil prices remain at low levels.

The Committee has also lost confidence in the ability of
the debtor's management to deal with the debtors' assets in
a fashion which will maximize value.  The Committee desires
to be in a position to explore and implement alternative
reorganization solutions.


SGL CARBON: Committee Taps Professionals
-----------------------------------------
The Official Committee of Unsecured Creditors of SGL Carbon
Corporation, debtor, filed an application for approval of
retention of DLJ Securities Corporation as financial
advisor to the Official Committee of Unsecured Creditors.

The engagement letter provides for a monthly fee of $75,000
plus costs.  In addition DLJ reserves the right to apply to
the court for a success fee.

The Committee is also seeking approval of the retention of
Ernst & Young LLP as accountants to the Committee.  Ernst &
Young has agree that its monthly fees shall be capped at
$60,000 per month.

The debtor has delineated specific tasks for Ernst & Young
so that its services will not be duplicative of those of
DLJ Securities Corporation.


SGL CARBON: Offers Little Defense At Dismissal Hearing
------------------------------------------------------
SGL Carbon Corp. did not present any witnesses to defend
its chapter 11 filing during Thursday's hearing on the
motions to dismiss the bankruptcy case, according to
counsel for the creditors' committee. SGL withdrew the
declaration of its senior officer Theodore Breyer and
decided not to present him, or anyone else, as a witness
after determining that the officer's testimony in a
deposition conducted last week undercut its position, the
attorney said. SGL Carbon AG's U.S. unit, SGL Carbon Corp.,
which is facing antitrust litigation on price-fixing, may
have its chapter 11 case dismissed, the company reported.
SGL Carbon Corp. filed chapter 11 in December on the
grounds that the settlement demands by customers in civil
antitrust litigation were "excessive," according to a
newswire report. At a bankruptcy court hearing this week in
Delaware, attorneys for the customers argued that the case
should be dismissed because the unit is trying to avoid
taking responsibility. (The Daily Bankruptcy Review and ABI
Copyright c February 19, 1999)


TELEGROUP: Telegroup, Inc. Moves To OTC
---------------------------------------                          
Telegroup, Inc. (OTCBB:TGRPQ) has received notice that the
Company's common stock was delisted from the Nasdaq
National Market effective close of business February 17,
1999. Telegroup was unable to maintain Nasdaq's required
minimum trading price.  Effective immediately, the
Company's common stock will be traded in the Pink  
Sheets under ticker symbol [TGRPQ].

Telegroup announced on February 11, 1999 that it had 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 in the United
States Bankruptcy Court for the District of New Jersey.


UNIVERSAL EXPRESS INC: Notification of Late Filing
--------------------------------------------------
Universal Express Inc. has notified the SEC that it  has
not been able to compile the requisite financial data
necessary to enable the Company to have sufficient time to
complete the Company's financial statements by February 16,
1999 which is the required filing date for the Company's
quarterly report on Form 10-Q, without unreasonable
effort and expense.


USN COMMUNICATIONS: 12 Units File For Chapter 11
------------------------------------------------
Chicago-based USN Communications Inc. and 12 affiliates
filed chapter 11 petitions late Thursday, led by the
parent's filing which listed assets and liabilities of $115
million and $286 million, respectively. The
telecommunication service provider's petition also
estimates the existence of over 1,000 creditors, but that
funds would be available for distribution to unsecured
creditors. USN revealed doubts about its ability to
continue as a going concern in a Form 8-K
filed last month with the Securities and Exchange
Commission.  (The Daily Bankruptcy Review and ABI Copyright
c February 19, 1999)


USN COMMUNICATIONS: Sale Agreement Signed With CoreComm
--------------------------------------------------------
USN Communications, Inc. (Nasdaq: USNC) announced that it
signed a definitive agreement to sell substantially all
of its assets, excluding its wireless subsidiary, to
CoreComm Limited for up to $85 million in cash (depending
on future operating results) plus warrants in CoreComm.  
The agreement provides for approximately $25 million to be
paid at closing.  Separately, USN Communications and 12 of
its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 in the United States  
Bankruptcy Court for the District of Delaware.  The cases
exclude the USN  wireless subsidiary, which operates in
Connecticut.

The boards of directors of both USN and CoreComm have
approved the transaction and expect it to close in the
second quarter of 1999, subject to certain conditions,
including approval by the bankruptcy court and other
regulatory  approvals.

USN plans to seek the Court's approval to secure debtor-in-
possession financing promptly in order to continue to pay
its employees' wages and benefits as well  as post-petition
obligations owed to creditors who continue to do business
with  the Company.

USN's chairman, president and chief executive officer J.
Thomas Elliott said, "The USN Board determined that this
transaction provides the best means for insuring
uninterrupted service to customers and maximizes the value
of its corporate assets.  The financing package that the
Company is seeking approval for is designed to meet the
Company's operating needs until the sale can be completed."

CoreComm Limited (Nasdaq: COMMF) was formed in order to
succeed to the businesses and assets that were operated by
OCOM Corporation in the state of Ohio and as an appropriate
vehicle to pursue new telecommunications opportunities.  
The Company was formerly a subsidiary of what is now
Cellular Communications of Puerto Rico, Inc. CoreComm
currently offers local and long distance telephony services
to business and residential customers, as well as Internet
services and wireless telephony services.  CoreComm Limited
is traded on the Nasdaq under the symbol: COMMF.


WINDSOR ENERGY: Committee Seeks To Terminate Exclusivity
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Rincon
Island Limited Partnership seeks to terminate the exclusive
periods during which to file a plan of reorganization and
seek acceptance thereto in the cases of Rincon Island
Limited Partnership and Windsor Energy US Corporation.

The committee states that the debtors have made little, if
any, progress towards consensually reorganizing their
affairs.  More than two months have passed since the
Exclusive Periods were extended and the proposed agreement
has not been finalized and the estates do not have a
consensual resolution.  The Committee believes that the
debtors are insolvent.  The Committee has concluded that
the values attributed to the debtor's oil and gas
properties are overstated, and within the industry the
crude oil prices remain at low levels.

The Committee has also lost confidence in the ability of
the debtor's management to deal with the debtors' assets in
a fashion which will maximize value.  The Committee desires
to be in a position to explore and implement alternative
reorganization solutions.


WORLDWIDE DIRECT: Claim of Norcross Teleservices
------------------------------------------------
NorCross TeleServices, Inc. filed a response to the notice
of deadline for assertion of claims for the payment of cure
payments and/or objections to the proposed assumption and
assignmment of agreements.

NorCross agreed to provide management and other services
relating to the operation of a call center located in
Victoria Texas.  NorCross alleges that as of February 11,
1999 it is owed in excess of $2.5 million in connection
with the service that it provides.

NorCross seeks a court order to allow a cure amount to
NorCross of the amount due and any post-petition payments
which are not paid in full.


WSR CORP: Seeks Extension of Exclusivity
----------------------------------------
The debtors, WSR Corporation, R&S Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp. seek
to extend exclusive periods in which to file a plan and
solicit acceptances thereto.   A hearing will be held on
February 22, 1999 at 10:30 am.

The debtors assert that they have made great strides toward
stabilizing their business operations and are taking other
steps necessary to effectuate their ultimate
reorganization.  The debtors hired Alfred L. Woods as their
new president and CEO.  The debtors' management and
professionals devoted significant time and energy to
analyzing and evaluating non-residential real property
leases.

The debtors have retained Retail Consulting services, Inc.
as real estate consultants.  In order to successfully
implement the debtors' turnaround strategy, the debtors
require access to normalized trade credit from their
inventory suppliers.  Since the filing, trade credit has
been constrained as suppliers seek to analyze and confirm
the viability of the debtors on a go forward basis.

The debtors have recently completed a comprehensive three
year business plan.  Extending the exclusive periods will
enable the debtors, the Creditors' Committee and other
creditor constituencies to explore various restructuring
alternatives, develop a plan with maximum creditor support,
conclude plan negotiations and confirm a plan of
reorganization in a stable environment.

The debtors seek an extension of the period in which they
have exclusive right to file a plan or plan through and
including May 10, 1999.  The debtors seek an extension of
the period to exclusively solicit acceptances to the plan
through and including July 12, 1999.


Z. FREDERICK ENTERPRISES: To Hire Trademark Consultants
-------------------------------------------------------
The debtors, Z. Frederick Enterprises Ltd. and Kenar
Enterprises Ltd., see authorization to employ Consor as
trademark consultants.  The debtors state in their motion
that Consor is the only independent consulting firm devoted
to intellectual property and intangible assets.

                   *********

The Meetings, Conferences and Seminars column appears
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S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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