TCR_Public/990302.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Tuesday, March 2, 1999, Vol. 3, No. 41

                   Headlines

ABLE TELECOM: Asensio & Co. Predicts Possible Delisting
AHERF: Trustee, Creditors To Review AGH Merger
BENNETT FUNDING: Scam is Century's Largest, Trustee Says
BOSTON CHICKEN: Court To Cut Cash Flow Requirement
BROTHERS GOURMET: Taps Ernst & Young

COMMERCIAL FINANCIAL: Dispute May Go Before District Court
CROWLEY, MILNER: Notice of Auction
DOW CORNING: Dow Corning Reports Fourth Quarter Results
EQUALNET CORP: Proposed Disclosure Statement
JUMBOSPORTS: Taps Zolfo Cooper

LIVENT: Seeks More Time to Submit Plan
MARINE MANAGEMENT: Notice of Hearing For Sale of Assets
MCA FINANCE: Officials Examine Demise of MCA
MONTGOMERY WARD: Behind GE bailout of Ward's
NATIONAL ENERGY: Exco Interested in Purchase

ONCOR INC: Files For Chapter 11 Protection
ONEITA INDUSTRIES: Seeks Co-Exclusivity With Lenders
RECYCLING INDUSTRIES: Seeks Chapter 11 Protection
SALANT: Phillips-Van Heusen To Get Dress Shirts Licenses                          
SGL CARBON: Stipulation and Order With Ford Motor Credit

UNITED COMPANIES: Intends to File Chapter 11
USN COMMUNICATIONS: Notice Of Intent To Sell Assets

Meetings, Conferences and Seminars

                   *********

ABLE TELECOM: Asensio & Co. Predicts Possible Delisting
-------------------------------------------------------
The following is issued by Asensio & Company, a member of
the National Association of Securities Dealers:

Able Telcom Holding Corp. (Nasdaq: ABTEE) expects to
recognize a $3.3 million loss on the purchase of its notes
and $10 million on the purchase of its Series B preferred
stock.  These $13.3 million of losses do not include  
the material charges to income that may result from Able's
modification of its preferred and warrant agreements. These
events occurred in 1999.  According to Arthur Andersen LLP
Able's seventh auditor in 10 years, these transactions
would have reduced basic earnings per share by $1.95 and  
shareholders' equity by $9.3 million in 1998.  Using Arthur
Andersen's figures, Able's tangible stockholders' equity at
October 31, 1998 would be negative $0.5  million.  Able's
negative equity may be greater as of January 31, 1999,
which  is the end of its first quarter.  As a result,
Able's stockholders'equity may be insufficient to meet the
minimum qualifications to continue to list and trade Able's
shares on Nasdaq.

This negative equity resulted despite Arthur Andersen
allowing Able to book at least a $15.1 million non-cash,
non-operating increase to income in 1998.  In fact, Arthur
Andersen made a number of other serious and highly
questionable allowances that had a large, artificially
positive impact on Able's 1998 statements.  These included
allowing Able to book a $40.1 million reserve by  
simultaneously creating $38.8 million in goodwill, and
omitting Able's 1998 pro forma net loss from its pro forma
disclosures.  As a result of this omission Arthur
Andersen's statement does not disclose MFS' 1998 first half
loss of $21.5 million.  We firmly believe that Arthur
Andersen's audit opinion, consolidated financial statements
and accompanying notes each materially misrepresent Able's
actual insolvent condition.

Arthur Andersen rendered their opinion on Able's October
31, 1998 statements on February 17, 1998.  On February 17th
Able used an advance under its existing WorldCom Master
Agreement to purchase through an affiliate its defaulted  
securities ("event").  Apparently, Arthur Andersen believed
that it could rely on this event, which occurred 109 days
after the audit's "as of" date, to avoid a going concern
qualification.  This serious timing discrepancy, along with
Able's continuing grave financial condition after the
event, make Arthur Andersen's decision extremely
questionable.  Furthermore, Arthur Andersen's opinion is
dated after the end of the first quarter.  This creates the
possibility that investors may believe Arthur Andersen's
opinion is current.  It is not.  Most importantly, when
describing the event Arthur Anderson failed to specifically
disclose Able's repeated failure to repay the notes when
due, to obtain needed funding and to meet its preferred
holders' redemption demand. We firmly believe that Arthur
Andersen's conduct and material omissions are flagrantly
fraudulent.


AHERF: Trustee, Creditors To Review AGH Merger
----------------------------------------------                 
The Pittsburgh Post-Gazette reports on February 27, 1999
that Allegheny General Hospital and its suburban affiliates
appear to have reached a merger agreement that their
bankrupt parent foundation's trustee, and possibly its
creditors, can live with.

William Scharffenberger, the trustee who is overseeing the
bankruptcy reorganization of Allegheny Health, Education
and Research Foundation, and the foundation's creditors are
expected over the weekend to receive copies of a
letter of intent worked out between the AGH hospital
network, known as Allegheny University Hospitals- West, and
the Western Pennsylvania Health System.

Reached yesterday, Scharffenberger said he had not yet seen
the letter of intent, which spells out terms of the merger,
but had been kept apprised of details as it was being
cobbled together and expected to give it his approval.

"I assume it's going to follow the lines of what we agreed
and concurred with and what I understand the creditors
committee has also concurred with, so I assume everybody
will be on board," he said.

An attorney representing one of AHERF's largest creditors,
however, said he had not yet received word of an agreement.
Neal Colton, attorney for HealthAmerica, said late
yesterday that it was possible that an agreement had  
been reached but that he had not yet been informed.

Winning the approval of AHERF's trustee and creditors has
loomed as a potential stumbling block to AUH-West's plans
to merge. Getting it, however, doesn't mean there still
aren't other hurdles.  The AUH-West hospitals, which need a
merger partner to avoid insolvency, and West Penn must
still reach a definitive agreement. Before one can be
concluded, West Penn must complete an exhaustive review of
AUH-West's finances in a process known as "due diligence."
Reaching a definitive agreement also remains contingent on
West Penn obtaining all of the necessary financing to take
over the AUH- West hospitals. In addition to AGH, the
institutions in the network are Forbes Health  
System, Canonsburg Hospital and Allegheny Valley Hospital.

Highmark Blue Cross and Blue Shield has agreed to provide
about $125 million, but that commitment remains contingent
on the results of the due diligence, said spokesman Mike
Weinstein. And it is only a little more than a third of an
estimated $370 million of AUH-West bond debt that West Penn
would  have to assume.

The AUH-West hospitals, which announced plans to seek a
merger partner in October, initially argued  that they did
not need the approval of AHERF's creditors because they
were not part of the $1.5 billion bankruptcy case that  the
foundation filed in July. The creditors, however, have been
building a  legal case in bankruptcy court that they were
entitled to a share of the sale  proceeds.

Irrespective of the legal parrying, AUH-West President
Anthony Sanzo conceded that, as a practical matter, any
sale would need both the trustee's blessing and the
creditors' . The West Penn offer, the only one the
hospitals  received after nearly four months of searching,
was, in fact, conditioned on  their approval.
How much creditors will realize from the sale could not be
immediately  determined. Terms of the West Penn/AUH-West
agreement have not yet been disclosed.

However, few observers of the situation expect that the
creditors, who will receive only pennies on the dollar for
claims against the eight bankrupt Philadelphia hospitals
that AHERF sold in November, will receive enough from the
AUH-West sale to make much of a dent in their losses.
In other issues related to AHERF's bankruptcy yesterday,
federal Judge M.  Bruce McCullough, who is overseeing the
case,  ordered AUH- West's law firm, Kirkpatrick and
Lockhart, to give him a detailed accounting of their
AHERF  billings for a full year preceding its July 21
bankruptcy filing. McCullough noted that financial
documents filed in the case indicated that the law firm had
been paid $288,361 within the three months before the
filing.

Payments made within 90 days of a bankruptcy filing can be
questioned by the court to determine whether they were made
in "preference" to others who were also owed money.

McCullough also said that Kirkpatrick, which had
represented AHERF at the outset of the case, is now
representing the AUH-West hospitals in situations  
"adverse" to the foundation. McCullough also ordered two
other firms consulting in the bankruptcy, Deloitte & Touche
and the Lewing Group, to explain their billings at a
hearing on March 9. AHERF's creditors have questioned the
fees legal and professional firms charged the foundation
and the necessity of the work they performed. The court
also extended until June 18 the deadline for those owed
money by  AHERF and its bankrupt subsidiaries to file
claims.   The old deadline had been Wednesday.


BENNETT FUNDING: Scam is Century's Largest, Trustee Says
--------------------------------------------------------
Bennett Funding Group Inc.'s massive Ponzi scheme that
defrauded numerous investors was perpetuated by a series of
factors, including the "chutzpah" of the son of the
company's founder, the neglect of company auditors, and the
naivete of certain brokers and investors, according to
the report the company's chapter 11 Trustee. "This massive
$1.5 billion imbalance represents the proceeds of one of
the largest frauds of the 20th century," Richard Breeden,
former head of the Securities and Exchange Commission from
1989 to 1993, stated in a report outlining the company's
fraud scheme. Breeden estimated that for the six years
prior to Bennett's March 29, 1996, petition date, about
12,000 investors and 245 banks invested more than $2.4
billion to purchases interests from Bennett backed by
commercial equipment leases. However, under the
Ponzi scheme, Bennett only entered into $980 million in
real leases during the same period. The trial of Patrick
Bennett, the accused mastermind of the fraud scheme,
resumes today, with jurors deliberating for a seventh day.
(The Daily Bankruptcy Review and ABI March 1, 1999)


BOSTON CHICKEN: Court To Cut Cash Flow Requirement
--------------------------------------------------
The Wall Street Journal reports on March 1, 1999 that
Boston Chicken Inc. said that the U.S. Bankruptcy Court in
Phoenix agreed to lower the operating cash flow the
restaurant chain has to achieve each month to meet its
terms of its credit agreement.  The IP facility provided
$70 million in funding.  $35 million of that was used to
refinance short-term debt immediately after filing for
protection from creditors.   The company borrowed $21
million and has $14 million left according to a spokeswoman
for the company.


BROTHERS GOURMET: Taps Ernst & Young
------------------------------------
The debtors, Brothers Gourmet Coffees, Inc., et al. seek
authorization to employ and retain Ernst & Young LLP as
accountants and auditors for the debtors.  The debtors
request court approval to employ Ernst & Young under a
general retainer to provide services with respect to
accounting, auditing, tax planning, consulting and other
related services in the Chapter 11 cases.   

The firm will audit the debtors' annual consolidated
financial statements, render tax services, review the books
and records of the debtors, review quarterly financial
statements and consult with management regarding the
restructuring of the debtor.  The firm will charge its
customary hourly rates which range from $659 per hour for
partners and principals to $114 per hour for seniors and
staff consultants.


COMMERCIAL FINANCIAL: Dispute May Go Before District Court
----------------------------------------------------------
The Journal Record reports on February 26, 1999 that  
jurors could be the ones to decide whether the couple who  
founded Commercial Financial Services owes the company
about $18 million.

CFS, a debt-collection company that sought bankruptcy
protection in December, filed a complaint against Bill and
Kathryn Bartmann to recover the money. But the Bartmanns'
attorney denied they owe three years worth of monetary  
advances. The payments represented bookkeeping errors and
distributions to major shareholders, the Bartmanns said
through their attorney.   The couple filed a motion last
week in U.S. Bankruptcy Court seeking to take  CFS'
complaint to trial in U.S. District Court.

"There are disagreements over the facts in the case, and
the Bartmanns felt they would be best served by a jury
trial," said their attorney, Jim Reed. "We expect to
prevail regardless of whether this issue is heard in  
bankruptcy court or before a judge," said company
spokeswoman Sharon Price.

The Bartmanns maintain majority ownership of the company
but no longer are involved in daily operations. The Tulsa
firm buys delinquent credit card debt from the nation's
largest banks and tries to persuade the debtors to pay.
CFS sent layoff notices to 1,541 workers last month in an
effort to cut costs. Since then, 127 former workers have
been rehired to fill vacant jobs.

The recall allows the company to keep enough employees to
be viable, Price said. An undisclosed number of additional
former employees are being asked to come back beginning
next week. She said CFS also is hiring part-time workers
for the  weekend and evening shifts so the company can
offer full-time workers more attractive day shifts as an
incentive.
CROWLEY, MILNER: Notice of Auction
----------------------------------
Crowley, Milner and Company, et al., debtor, published a
notice of auction in The Wall Street Journal on March 1,
1999.  

A hearing will be held on March 23, 1999 at 3:00 PM to
consider the final bids for the debtors' assets, including
approval of the Asset Purchase Agreement between the
debtors and Value City Department Stores Inc. which
provides for the acquisition by Value City or the
prevailing bidder of five Crowley's stores and three
Steinbach stores and the Group Store-related assets deemed
necessary by Value City to operate these locations for a
purchase price of $5,335,000 subject to higher and/or
better offers.


DOW CORNING: Dow Corning Reports Fourth Quarter Results
-------------------------------------------------------                            
Dow Corning Corporation (NYSE: GLW) today reported global
sales for the fourth quarter of 1998 of $639.8 million,  
down 4 percent from $668.3 million reported for the same
period last year. Sales for all of 1998 were $2.57 billion,
down 3 percent from $2.64 billion in 1997.  Consolidated
net income was $48.4 million for the fourth quarter, down  
21 percent from $61.5 million reported in the fourth
quarter of 1997.  For the full year, net income was $206.7
million, down 13 percent from $237.6 million for 1997.  
These results will be included in the Company's final 1998  
consolidated financial statements.

"The Company's 1998 financial results are not final because
they do not include the impact of charges or other
adjustments, if any, which the Company may take
currently or in the future to reflect the potential
financial impact of the Company's current proposed Chapter
11 plan of reorganization," said John Churchfield, Dow
Corning's vice president for planning and finance and chief  
financial officer.  "As these Chapter 11 proceedings
progress, we will finalize our 1998 consolidated financial
statements.  It is possible that, amounts recorded in the
Company's final 1998 consolidated financial statements
may be  revised. The amount of any such revision could have
a material effect on Dow Corning's financial position and
results of operations.

"The 1998 results reported above include a fourth quarter
$28.1 million pre-tax restructuring charge ($17.7 million
after tax)," Churchfield said. "This restructuring involves
the closure of certain facilities in the Americas,  
Europe, and Asia and the consolidation of activities
previously performed at those sites.  These actions are a
result of the company's ongoing business process
reengineering efforts.  They are designed to improve
operating efficiencies and to better meet customers'
expectations.

"The negative drag of a strong U.S. dollar and demand
weaknesses, which began in Asia and spread to other parts
of the world, made 1998 a challenging year,"  
Churchfield added.  "While we have yet to see any
significant strengthening of short-term growth prospects,
our underlying business remains healthy."

The financial position and results of operations of the
Company are summarized in the table below:

In thousands of dollars   1998         1997          1996

Net Sales              $2,568.0     $2,643.5      $2,532.3

Gross profit              796.1        847.6         858.3

Net income                206.7        237.6         221.7

Current assets         $1,355.2     $1,378.8      $1,524.7


EQUALNET CORP: Proposed Disclosure Statement
--------------------------------------------
On February 9, 1999, the debtor, Equalnet Corporation,
filed a proposed first amended Disclosure Statement in the
U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division.

The plan classifies claims and interests separately in
accordance with the Bankruptcy Code and provides different
treatment for different classes of claims and interests.

Class 1  - Administrative Claims - payment in full on
Distribution Date. Estimated at $1.5 million.

Class 2 - Priority Non-Tax Claims - Payment in full on
Distribution Date.  The debtor believes that these claims,
if any, are negligible.

Class 3 - Priority-Tax Claims  - Allowed amount of claims
in quarterly cash payments over a period not exceeding six
years after the date of assessment of such claim with
interest. The debtor estimates that the aggregate amount of
allowed priority tax claims is $800,000.

Class 4 - Convenience Claims of $1,000 or less - Payment in
full on Distribution Date.  The debtor estimates that
Allowed Convenience Claims total less than $100,000.

Class 5,6,7,8 and 9 relate to specific holders of Secured
Claims:

Class 5 - Secured Claims of RFC Corporation arising under
account receivable purchase agreements with the debtor. To
be paid by the reorganized debtor.  RFC was owed
approximately $2.6 million on the Chapter 11 filing date
secured by virtually all of the debtor's $4.6 million in
accounts receivable.

Class 6 - Secured Claims of Equalnet Communications corp.
To be paid by the reorganized debtor, but no payments may
be made without the written consent of the Creditors' Trust
so long as the Unsecured Creditors' Trust owns any common
stock in ECC.  The $10 million secured loan remains unpaid,
and is reflected in the debtor's schedules.

Class 7 - Secured Claims of Netco Acquisition, LLC Same
treatment as Class 6. The debtor's schedules reflect NAL as
having a secured claim of $400,000.

Class 8 _ Secured Claims of Willis Group LLC - Same
treatment as Class 6. The debtor's schedules reflect the
Willis Group as having a secured claim of $1.8 million.

Class 9 - Secured Claims of Genesee Fund Limited -
Portfolio B. Same treatment as Class 6.  The debtor's
schedules reflect the Genesee Fund as having a secured
claim of $1.5 million.

Class 10 - Non-Affiliated Secured Claims to be paid by the
reorganized debtor in accordance with agreement between the
holder of each such secured claims and the debtor.

Class 11 - General Unsecured Claims other than those held
by affiliates or insiders of the debtor - To receive pro
rata beneficial ownership in the Unsecured Creditors' Trust
The debtor's schedules reflect General Unsecured Claims to
numerous vendors and suppliers in the aggregate amount of
$31,738,000.

Class 12 - Subordinated Claims - Pro rata cash
distributions from the unsecured creditors' trust after all
allowed Class 11 claims have been paid in full.

Class 13 - Equity interests of the debtor - To be canceled
on the Effective Date of the plan, whereupon the New
EqualNet Stock will be issued ECC.


JUMBOSPORTS: Taps Zolfo Cooper
------------------------------
The debtors JumboSports Inc., Guide Series, Inc., and
Property Holdings Company I, as debtors, file their
application for authorization to employ Zolfo Cooper, LLC
as special financial advisors and bankruptcy consultants
for the debtors nunc pro tunc to February 3, 1999.

It is anticipated that Zolfo Cooper will advise and assist
management in organizing the debtors' resources and
activities in order to manage the Chapter 11 process and
communicate with customers, lenders, suppliers, employees,
shareholders and other parties in interest;
assist in the development of a plan of reorganization and
underlying business plan; advise the debtors in controlling
and managing cash, and if necessary in obtaining DIP
financing, advise and assist in the claims process and
provide expert testimony if necessary.  The firm charges on
a n hourly basis, ranging from $425 per hour for principals
to $150 per hour for professional staff.


LIVENT: Seeks More Time to Submit Plan
--------------------------------------
Broadway producer Livent Inc. filed arguments Friday
against two motions, one from attorneys for E.L. Doctorow,
the author of the novel "Ragtime," and one from the team
that created the musical. Doctorow's attorneys are
scheduled to ask a bankruptcy court on Wednesday to order
Livent to settle its debts with them. Doctorow said he is
owed $137,461, and the creative team is owed $385,748.
Livent, however, argued that there was not enough time to
sort out its affairs and submit a plan. Livent said it has
paid and continues to pay all its debts since the filing,
but those debts were incurred pre-petition. Livent, which
filed for bankruptcy protection in the United States and
Canada, asked for more time on Thursday, and a hearing on
the request is scheduled for March 17. Livent wants until
July 30 to file its plan.(ABI 01-Mar-99)


MARINE MANAGEMENT: Notice of Hearing For Sale of Assets
-------------------------------------------------------
The debtor, Marine Management Systems, Inc. published
notice of a hearing for the sale of substantially all
assets of the debtor.  

A hearing will be held on March 23, 1999 at 2:00 PM in the
US Bankruptcy Court for the District of Connecticut,
Bridgepo9rt l Division, to consider the sale of the
substantially all of the debtor's assets to SpecTec
Connecticut, Inc. for $1,025,625.  Any competing proposals
for all or substantially all of the assets must equal or
exceed $1,075,625.


MCA FINANCE: Officials Examine Demise of MCA
--------------------------------------------                        
Crains Detroit Business reports on February 8, 1999 that a
state-appointed conservator is trying to figure out what
blew up at Southfield-based MCA Financial Corp. State
officials and competitors said rapid changes in the
mortgage market might have been the culprit.
State officials also raised 'serious concerns" about the
existence of mortgages pledged as collateral to MCA's
financial backers.

State banking Commissioner Patrick McQueen seized MCA on
Jan. 28, saying he was doing so because "the company was
essentially in a free fall with no apparent control or
direction." That action, under the state Mortgage Brokers,  
Lenders and Servicers Licensing Act, came six days after
the big mortgage lender and property manager announced it
was shutting down its mortgage operations.

The order said about $4.4 million in mortgages to an MCA
affiliate, Rimco Financial, had been pledged more than once
as collateral to MCA's financial backers, a group of banks
led by Chase Bank of Texas N.A. In another example, the
order said $14.3 million in mortgage pledged as  
collateral to loans from the banks "had been either
previously pledged to third  parties or were not in
existence."

On Jan. 29, McQueen said he was not yet willing to say what
might have killed MCA or whether the company can be
rehabilitated. "The problems are much more broad than
mortgage servicing," he said. "There are individual
investors that are involved. There are a number of lenders
that are involved. It's a very complex situation."

Former MCA Financial Vice Chairman Thomas Cronin said he's
as bewildered by MCA's shutdown as anyone. Cronin resigned
as an MCA officer in January 1997 because, he said, he
wanted to try out a new idea for selling securities based  
on short-term loans. But he remained an MCA Financial
director until Jan. 17, when he resigned. Cronin said he
was unaware of any plans to close the company when he quit  
the board just five days before MCA's shutdown and had
resigned because "I thought I had been put at conflict
because I'm a lender" to MCA.

MCA reported a loss of $615,353 on revenue of $28.7 million
in the quarter that ended Oct. 31, compared with net income
of $764,784 on revenue of $18.1 million in the same quarter
a year earlier. For the nine months that ended Oct.
31, the company lost $1.8 million on revenue of $82.3
million, compared with net income of $2.9 million on
revenue of $55.6 million in the year-earlier  
period.

According to its statements, MCA made $374.5 million in
"nonconforming" loans in its fiscal year that ended Jan.
31, 1998, more than double the $140.9 million in the fiscal
year that ended Jan. 31, 1997. Nonconforming loans include
those to bruised-credit buyers and those with higher loan-
to-value ratios than allowed by conventional or government
guarantee mortgage programs.


MONTGOMERY WARD: Behind GE bailout of Ward's
--------------------------------------------
Crains Chicago Business reports on February 8, 1999 that by                      
agreeing to pay $650 million to help fund beleaguered
retailer Montgomery Ward & Co.'s emergence from bankruptcy,
GE Capital Services threw a lifeline to a business it
desperately wants to preserve: Ward's credit card
operation.

The article states that the deal between GE--Ward's largest
shareholder and a big creditor--and other debt holders came
last week after skittish suppliers began cutting back  
inventory shipments and creditors drew up a plan to
liquidate the company.

With that looming threat, Connecticut-based GE agreed to
end months of negotiations and pay creditors $650 million,
or about 24 to 28 cents on the dollar--topping an earlier
offer in the teens--to pull Ward's out of Chapter
11 bankruptcy protection this summer, according to sources
familiar with the negotiations. In return, GE will acquire
Ward's profitable direct-marketing business, Schaumburg-
based Signature Group. GE also will forgo a $1.1-billion
claim against the retailer and share equity in the
reorganized company with Ward's CEO Roger Goddu and his
management team.

The handsome sum to be paid by GE--whose costs could top $1
billion after court expenses and a bankruptcy line of
credit are covered--is not viewed as a  vote of confidence
in Ward's retail business.   Rather, it is an effort to
preserve the value of Ward's private- label credit card,
which GE acquired in 1988.

A GE Capital spokesman says  the company set aside reserves
to cover a substantial portion of the  anticipated losses
from the $1.1-billion claim.   GE had a list of reasons to
enter a deal with creditors, the spokesman says.  Topping
the list was to acquire Signature, not to keep the credit
unit afloat. Before Ward's bankruptcy filing, the business
had fetched an offer of $1 billion from HFS Inc., now New
Jersey-based Cendant Corp., but Ward's rejected it as too
low. Ward's later put Signature up for auction, but suitors
grew cautious, partly because Signature, which markets
products to Ward's shoppers, suffered from the decline in
shoppers at the stores.

Like Signature, Ward's credit business is closely tied to
Ward's stores, and during the last year, the credit card
portfolio has fallen to $3 billion to $3.5 billion from $4
billion. At one time, GE earned as much as $200 million to
$250 million annually on the credit business, Ward's
creditors say. While GE contends that the business  
suffered after the bankruptcy, creditors say it still is
highly profitable.  A liquidation--had Ward's creditors
succeeding in persuading a court to approve one--would have
been a big blow to GE. That's because customers tend to
stop paying credit card bills to stores that go out of
business.

Ward's said it plans to step up its rollout of a new store
model this year, increasing the number of remodelings to 40
from 20. Still, the agreement between GE and creditors does
not guarantee that customers will return to Ward's.


NATIONAL ENERGY: Exco Interested in Purchase
--------------------------------------------
Exco Resources Inc., a newly-formed oil and gas acquisition
company, said Friday that it wants to buy National Energy
Group Inc. for $58 million in cash, plus an undisclosed
number of Exco shares, according to a newswire report.
National Energy, which is in chapter 11, has about $100
million in assets and about $30 million in revenues. Exco
said it made the offer in the form of a restructuring plan
to National Energy's bondholders. (ABI 01-Mar-99)


ONCOR INC: Files For Chapter 11 Protection
------------------------------------------
The Baltimore Sun reports on February 27, 1999 that Oncor
Inc., the once promising Gaithersburg biotechnology
company, filed for Chapter 11 bankruptcy protection in U.S.
Bankruptcy Court in Wilmington, Del., yesterday.

In its filing, the company listed $6.5 million in debts and
$7.41 million in assets. Among the largest creditors: Johns
Hopkins University, which is owed more than $473,000. Oncor
had research agreements with Hopkins.

The 15-year-old company, which at one time attempted to
position itself as a provider of pioneering cancer tests,
has been suffering financially since at least March when it
fired long-time CEO and founder Stephen Turner and
disclosed that it had only enough cash to remain in
business for a few months. Since then, the company, which
has never been profitable, has sold or surrendered most of
its revenue and technology assets to meet debts.

The sell-off included its research products division, one
of its strongest revenue-producing units, for $3.2 million.
And in November, Oncor surrendered its chief technology
asset -- a genetic test for the recurrence of cancer -- to
a creditor that had called due a $4.1 million loan.
In turn, the unidentified creditor sold rights to Oncor's
HER2/neu cancer  test to Ventana Medical Systems Inc. of
Tucson, Ariz., for $5.5 million.  Earlier this month, the
company raised $1 million by selling all of the common
shares it held in an affiliate, Appilgene Oncor SA in
Paris, to Quantum Biotechnologies Inc. in Montreal.
According to the company's last financial report, dated
Sept. 30, 1998, Oncor lost $20.9 million for the first nine
months of its fiscal year on revenue of approximately $9.5
million.


ONEITA INDUSTRIES: Seeks Co-Exclusivity With Lenders
----------------------------------------------------
Oneita Industries Inc. is asking the court to extend to May
19 co-exclusivity rights for both the company and its
lenders to file an amended reorganization plan. In
addition, the lenders granted Oneita an interim extension
of its debtor-in-possession loan maturity date to March 19,
with talks under way about something more "permanent,"
according to an attorney involved in the case. The lenders
agreed to support Oneita's last exclusivity extension
request, to Feb. 18, provided that the lenders had the
option of filing their own plan any time after Dec. 17. The
one caveat to the agreement between Oneita and its lenders
is that any plan submitted by lenders must be supported by
either the majority, or two-thirds of lenders' claims.
(The Daily Bankruptcy Review and ABI Copyright c March 1,
1999)

RECYCLING INDUSTRIES: Seeks Chapter 11 Protection
-------------------------------------------------
Recycling Industries, Inc. announced it has filed for
reorganization under Chapter 11 of the United States  
bankruptcy code.  This proceeding was filed in the U.S.
Bankruptcy Court for the District of Colorado.  The Chapter
11 filing includes Recycling Industries and all of its
operating subsidiaries. This action was taken in an effort
to assure its creditors, employees, and customers that it
will continue operations while it completes its
restructuring.  According to a report in The Wall Street
Journal on March 1, 1999, the Englewood, Colorado company,
which recycles metals at 42 facilities in 12 states, said
it had been struggling to service its debt and fund
continuing operations and blamed its woes on the lowest
scrap-steel prices in 30 years.  For its fourth fiscal
quarter ended September 30, 1998, the company reported a
loss of $35.9 million on $64.5 million in sales.

In connection with the reorganization proceedings, the
Company's senior lender will provide Recycling Industries a
debtor-in-possession credit facility. The Company expects
that this new credit facility will enable the Company to
meet  its current financial needs and provide the necessary
time to complete a longer term financial restructuring.

Recycling Industries, Inc. Chairman and CEO Thomas J. Wiens
said, "Recycling Industries, Inc. joins several other steel
related companies that have filed for Chapter 11 protection
in the last several months. Record tonnage of imported
steel has damaged the U.S. steel industry and the many
suppliers to the steel industry like Recycling Industries.
The flood of imported finished steel helped cause the price
for scrap metal to drop to 30-year lows during the second
half of 1998.  In many of our markets, we saw prices drop
from $150 per ton to less than $85 per ton and volumes cut
in half.  I am unaware of other industries that can remain
untouched when foreign companies dump government subsidized
products into U.S. markets.  This unprecedented drop in
scrap prices and demand, and the resulting lack of
sufficient liquidity has made it difficult for Recycling
Industries to service its debt and fund ongoing operations.  
We have diligently examined other courses of action, but
have been left no other recourse."

"Market conditions have improved over the last 45 days, and
it is our intention to continue our efforts to restructure
the Company's existing indebtedness through discussions
with our creditors under the protection of the
bankruptcy laws.  Recycling Industries is committed to
diligently pursuing the Chapter 11 process to a successful
conclusion and to emerge expeditiously," Wiens said.

Mr. Wiens also announced that Raymond C. Lawhon would
assume the position of President of the Company.  Mr. Wiens
said, "As President of Recycling Industries, Ray Lawhon
will be responsible for financial and operational  
aspects of the Company.  Restoring the Company to
operational health and profitability is the major objective
of management during these difficult market conditions.  
Mr. Lawhon is a seasoned 'hands on' professional that has  
worked in major private and publicly traded companies."


SALANT: Phillips-Van Heusen To Get Dress Shirts Licenses                          
--------------------------------------------------------
Supreme International Corporation (Nasdaq: SUPI) and
Phillips-Van Heusen Corporation (NYSE: PVH) today jointly
announced the signing of a letter of intent under which
Supreme will license the dress shirt category domestically
for the John Henry and Manhattan brands to Phillips-Van
Heusen. This transaction will close immediately following
the completion of Supreme's purchase of the brands from  
Salant Corporation. Terms of the transaction were not
disclosed.

The John Henry brand is distributed in department store
chains and the Manhattan brand to mass merchants.

Supreme International designs, imports, and markets men's
and boys' fashion.  


SGL CARBON: Stipulation and Order With Ford Motor Credit
--------------------------------------------------------
On February 4, 1999, the debtor, SGL Carbon Corporation and
Ford Motor Credit Company entered into a stipulation and
agreement regarding a commercial lease agreement pursuant
to which the debtor has leased certain vehicles from Ford.  
The parties are seeking court approval of the agreement,
which is a continuation of the debtor's Master Lease
Agreement with respect to its leased vehicles, including
its tractors.


UNITED COMPANIES: Intends to File Chapter 11
--------------------------------------------                           
United Companies Financial Corporation (NYSE:UC) announced
today that it and certain of its subsidiaries will each
commence reorganization cases under chapter 11 of
the  United States Bankruptcy Code in the U.S. Bankruptcy
Court for the District of  Delaware in Wilmington by the
close of business today. The Company also announced that it
has received commitments from Greenwich Capital
Financial  Products, Inc. and The CIT Group/Business
Credit, Inc. to provide an aggregate  of $500 million of
debtor-in-possession financing and loan purchase facility,  
subject to Bankruptcy Court approval. Greenwich
Capital and The CIT Group will provide working capital to
the Company and Greenwich Capital will purchase, on a whole
loan basis, the Company's home-equity loan originations.
The Company intends to continue to maintain its business
and operations while it pursues reorganization under
chapter 11. The agreements with Greenwich and CIT will  
provide the Company with the flexibility and time necessary
to establish itself  as a whole loan sale company.

The Company also announced that its Board of Directors has
named Deborah Hicks Midanek as Chief Executive Officer. Ms.
Midanek replaces J. Terrell Brown, who will continue his
90-day leave of absence and remains a member of the Board.

Further, the Company announced that it has closed an
additional 28 under-performing UC Lending(R) branches as
well as eight satellite offices as it continues to match
production volume with financing capabilities. In addition,  
as part of its transition to a whole loan sale operation,
the Company will close or sell its GINGER MAE(R)
subsidiary.

United Companies Financial Corporation is a specialty
finance company that provides consumer loan products
nationwide through its lending subsidiary, UC Lending(R).
The Company's Common and Preferred Stock trade on the New
York Stock Exchange under the symbols "UC" and "UCPRI"
respectively.


USN COMMUNICATIONS: Notice Of Intent To Sell Assets
---------------------------------------------------
The debtors, USN Communications, Inc., et al., published a
notice of intent to sell substantially all of their assets
in The Wall Street Journal on March 1, 1999.

A hearing will be held on April 2, 1999 at 1:00 PM before
the Honorable Peter J. Walsh, US Bankruptcy Court for the
District of Delaware, 6th Floor, 824 Market Street,
Wilmington, Delaware 19801, on the motion authorizing the
debtors to sell substantially all of the debtors' assets,
other than the common stock of USN Wireless, Inc. to
CoreComm Limited pursuant to a certain Asset Purchase
Agreement.  The agreement provides for the sale of
substantially all of the USN assets for cash determined by
a formula which the debtors estimate will yield
approximately $27,000,000 together with certain warrants to
purchase shares of CoreComm common stock and a contingent
payment based on revenues.

The company will consider an alternate bid only if it
provides for cash consideration of at least $2 million
greater than the cash consideration set forth in the
agreement, subject to certain other qualifications.


Meetings, Conferences and Seminars
----------------------------------

Febraury 28-March 3, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

March 19, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800

March 25-26, 1999
   The American Law Institute -- American Bar Association
   Committee on Continuing Professional Education
      Commercial Securitization for Real Estate Lawyers
         Doubletree La Posada Resort, Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

March 25-27, 1999
   Southeastern Bankruptcy Law Institute, Inc.
      25th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

April 5-6, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI or info@pli.edu

April 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 19-20, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or info@pli.edu

April 22-23, 1999
   AMERICAN LAW INSTITUTE -- AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUTING PROFESSIONAL EDUCATION
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or clla@clla.org   

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com

April 30-May 4, 1999
   INTER-PACIFIC BAR ASSOCIATION
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

May 28-31, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

June 3-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

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


                   *********

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.  

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
publishers.   

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  * * *