TCR_Public/990304.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Thursday, March 4, 1999, Vol. 3, No. 43

                   Headlines

AAMES FINANCIAL: Ernst & Young Replaces PwC
AAMES FINANCIAL: Reports Results of Operations
ABLE TELECOM: Annual Report Filed With SEC
ADVANCED TECHNOLOGIES: Case Summary & 20 Largest Creditors
AHERF: WPHS AND AUH-WEST Sign Letter of Intent

ANDOVER APPAREL: Annual Report Filed With SEC
BENNETT FUNDING: Mistrial On 53 Counts
BENNETT FUNDING: Breeden Makes Statement
CONSUMER PORTFOLIO: Reports 4th Quarter and Annual Results
CRIIMI MAE: Court Vacates Exclusivity Order

DAIRY DELL: Case Summary & 20 Largest Unsecured Creditors
DOW CORNING CORP: Corrected Fourth Quarter Results
ELDER BEERMAN: Predicts 4th Quarter and Year-End Earnings
EQUALNET: Approval of Disclosure Statement
FIRST MERCHANTS: Annual Meeting of Shareholders

HAYES: $11 M Asset Sale Slowed By 3Com's $4 M Objection
LEVITZ FURNITURE: Letter To Certain Vendors
LIVENT INC: Posts Negative Cash Flow in January
MARS CASINO: Trustee's Office Seeks Casino Owner
MCCULLOCH CORP: European Operations Sold for $33 Million

MEDICAL RESOURCES INC: Quarter and Nine Month Results
OMEGA ENVIRONMENTAL: Current Report Filed With SEC
PLANET HOLLYWOOD: Prospectus Filed With SEC
TECHNOLOGIES INT'L: Case Summary & 20 Largest Creditors
WORLDCORP INC: Summary of Plan

                   *********

AAMES FINANCIAL: Ernst & Young Replaces PwC
-------------------------------------------
Effective February 22, 1999, Aames Financial Corporation, a
Delaware corporation dismissed PricewaterhouseCoopers LLP
("PwC") as its independent public accountants.  Effective
February 22, 1999, the company engaged the accounting firm
of Ernst & Young LLP ("E&Y") as independent public
accountants of the company.


AAMES FINANCIAL: Reports Results of Operations
----------------------------------------------
On February 22, 1999, AAMES FINANCIAL CORPORATION (NYSE:
AAM), a leader in subprime home equity lending, reported
the results of operations for the three and six months
ended December 31, 1998. The Company also announced that
the negative market conditions that existed during the
quarter caused it to record a net loss in valuation of its
interest-only strips in the amount of $192 million, it has
adopted the cash-out method of accounting and it has
appointed the accounting firm of Ernst & Young
LLP as auditors, replacing PricewaterhouseCoopers LLP.

Total revenue for the three and six months ended December
31, 1998 was $(154) million and $(96.7) million, as
compared to $70.3 million and $135 million for the three
and six months ended December 31, 1997, respectively. The
1998 revenues include a $192 million net loss on the
valuation of the Company's interest-only strips. Excluding
the $192 million valuation adjustment, revenues for the
three and six months ended December 31, 1998 were
$37.2 million and $89.8 million, respectively.

Net income (loss) for the quarter and six month period was
$(195.7)million and $(197.9) million, respectively,
compared to net income of $9.2 million and $19.1 million
for the same periods a year ago.

Cary H. Thompson, Aames chief executive officer, stated,
"The results of operations for the quarter ended December
31, 1998 reflect the extraordinarily negative market
conditions that existed throughout the quarter."

"The Company was precluded from completing a securitization
during the quarter due to the negative cash flows
associated with a securitization and the weak asset-backed
market. Foregoing the higher gains of the securitization
market had an extremely negative impact on the Company's
profitability, as it was forced to rely upon less
profitable whole loan sales as a means of disposing
of its loan production.

"The $76.5 million equity investment by Capital Z has
helped the Company address the liquidity constraints that
confronted it during the December 1998 quarter. Effective
February 10, 1999, and in conjunction with the Capital Z
investment, the Company obtained two additional committed
repurchase facilities in the aggregate amount of $400
million and one uncommitted repurchase facility
in the amount of $100 million. During the December quarter,
the Company was effectively limited to a single $300
million committed warehouse facility, which expires in
April 1999. The limited warehouse capacity severely
constrained loan production and affected profitability by
requiring the Company to expedite its whole loan sales,
putting further downward pressure on the whole loan prices
being paid," Thompson added.

The adverse market conditions that existed during the
December 1998 quarter also resulted in the Company
increasing the prospective cumulative loan loss estimate
for its pools. The Company analyzed enhanced credit loss
information on its securitized pools and considered
industry information regarding the effects of the recent
market conditions on subprime borrowers. This analysis
resulted in a charge of $67 million, which is included
in the $192 million adjustment recorded for the quarter.
        

ABLE TELECOM: Annual Report Filed With SEC
------------------------------------------
Able Telecom Holding Corp. filed its annual report with the
SEC for the fiscal year ended October 31, 1998.

Able Telcom Holding Corp. is a contractor for the
construction and maintenance of facilities-based
communications systems for both public and
private sector customers in the United States and South
America. The Company has three operating groups: (i)
Network Services, (ii) Transportation Services, and
(iii) Communications Development.

On July 2, 1998, the Company acquired the network
construction and transportation-systems business of MFS
Network Technologies, Inc. from WorldCom, Inc. pursuant to
a merger agreement dated April 26,1998. On September 9,
1998, the Company and WorldCom finalized the terms of the
Plan of Merger through the execution of an amended
agreement. The acquisition of MFSNT was accounted for using
the purchase method of accounting at a total price of
approximately $67.5 million, as described in the annual
report.

On January 8, 1999, the Company and WorldCom entered into a
modification to the WorldCom Option which modified the
WorldCom Option into a stock appreciation right unless and
until such time as shareholder approval is obtained by the
Company (if ever), pursuant to the Nasdaq Stock Market,
Inc. Marketplace Rule, to approve the issuance of 20% or
more of the Common Stock in connection with the MFSNT
Acquisition.

For the fiscal year ended December 31, 1998 revenues
increased $131.2 million, from $86.3 million through
October 31, 1997 to $217.5 million, for the fiscal year
ended October 31, 1998. This increase in revenues is due
primarily to growth in the Company's operations through the
acquisition of MFSNT in the third quarter and the
acquisition of COMSAT and Patton in the second quarter of
fiscal 1998, as well as increased demands for services in
the traffic management and telecommunications industry.

For the fiscal year ended October 31, 1998 income from
operations was $11.4 million compared to $4.8 million for
the same period in the prior year, primarily as a result of
the Company's growth through acquisitions.

For the fiscal year ended October 31, 1998, net income was
$2.5 million compared to net income of $2.9 million for the
comparable period in 1997.


ADVANCED TECHNOLOGIES: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Advanced Technologies International Inc.
        2365 Harrodsburg Road, Suite A290
        Lexington, Kentucky 40504

United State Bankruptcy Court District of Delaware
Case Number: 99-444
Filed: February 26, 1999

Debtor's Attorney: David M. Fournier, Esq.
                   Pepper Hamilton LLP
Suite 1600
1201 Market Street
PO Box 1709
Wilmington, Delaware 19899-1709
(302) 777-6500

Type of Business: Environmental Management Services

Total Assets: $38,951,000
Total Debts:  $37,984,000

List of 20 Largest Unsecured Creditors:

Creditor      Amount
--------      ------
Laurel Ridge Sanitary Landfill            99,769
Commonwealth Technology Inc.             727,674
Warren Environmental                     473,810
Earth Tech, Inc.                         293,104
Koester Environmental Serv.              284,326
CET Environmental Services, Inc.         188,966
Coastal Waste Services, Inc.             185,016
TPM, Inc.                                134,237
Ralph's Service Center                   127,761
Maxim Technologies Inc.                  119,102
Ford Branch Landfill]                    116,885
Eder Associates/Gannet Fleming           108,759
Executive Center Co.                      93,999
En Chem Inc.                              83,433
BAT Associates Inc.                       71,359
North American Environmental              63,515
Wilson Equipment Company                  56,540
Office Team                               54,000
Quanterra                                 48,000
Humana Health Plan                           100


AHERF: WPHS AND AUH-WEST Sign Letter of Intent
----------------------------------------------
Officials of The Western Pennsylvania Healthcare System
(WPHS) and Allegheny University Hospitals-West (AUH)  
announced  that they have signed a letter of intent as a
crucial step in the process of merging the two
organizations. Included in this process was securing the
signature of William Scharffenberger, the U.S. Bankruptcy
Court- appointed Trustee for the Allegheny Health,
Education and Research Foundation  (AHERF).

The plan for the new system includes the creation of a
parent company for all of the entities of WPHS and AUH,
including The Western Pennsylvania Hospital,
Suburban General Hospital, Allegheny General Hospital,
Allegheny Valley Hospital, Canonsburg Hospital, and Forbes
Health System. Although the name of the new system has not
yet been addressed, the individual hospitals will retain
their local identities.

The plan for the new system includes the financial backing
of Highmark Blue Cross Blue Shield, although the insurer's
support does not involve an equity position or governance
role. The plan is also supported by the Community Health
Alliance of nine unaffiliated hospitals in the area.


ANDOVER APPAREL: Annual Report Filed With SEC
---------------------------------------------
THE ANDOVER APPAREL GROUP, INC. reports that sales for the
1998 fiscal year were $19,307,000 as compared to
$19,488,000 in fiscal 1997, a decrease of $181,000 or .9%.
In the fourth quarter, the Company was unable to fulfill
approximately $380,000 in orders due to damage caused to
the Company's Dominican Republic facility by hurricane
Georges. Sales for the 1998 fiscal year would have been
slightly higher if not for the effect of the hurricane.

Gross profit for the 1998 fiscal year was $3,839,000 as
compared to $3,349,000 in fiscal 1997 an increase of
$490,000. The Company's gross profit as a percentage of net
sales increased to 19.9% from 17.2% in 1997. The increase
in gross profit was primarily attributable to reductions in
manufacturing overhead and sales of certain licensed
products at higher margins.

At November 30, 1998, working capital was $3,782,000,
compared to $5,068,000 at November 30, 1997. The reduction
in working capital is due primarily to the Company's net
loss for the year. The Company believes that cash
generated from operations and available borrowings will be
sufficient to meet working capital needs for the current
fiscal year.


BENNETT FUNDING: Mistrial On 53 Counts
--------------------------------------
A mistrial was declared Tuesday on 53 key fraud and money
laundering charges against Bennett Funding Group's former
chief financial officer, who is accused of orchestrating
one of the biggest financial frauds in U.S. history.

While the federal jury hearing the case against Patrick
Bennett, 47, was deadlocked on the majority of the charges,
it did find the former financial officer guilty of seven
lesser counts accusing him of obstructing Securities  
and Exchange Commission investigations and perjury.

The mistrial was a blow to prosecutors as every other
defendant in the case, including Bennett's brother Michael,
pleaded guilty to charges relating to their role in the
scheme.  The jurors, who had been deliberating since Feb.
18, told Griesa that they could not reach an agreement on
most of the counts. This was the second time they reported
an impasse. They first reported a deadlock on Feb. 23, but
Griesa asked them to keep trying.

Bennett is accused of securities, bank and mail fraud,
money laundering, obstruction of justice.


BENNETT FUNDING: Breeden Makes Statement
----------------------------------------
Statement of Richard C. Breeden, Trustee in Bankruptcy of
the Bennett Funding Group, On the Verdict in the Trial of
Patrick Bennett in U.S. District Court in Manhattan:

"Patrick Bennett's conviction on seven felony criminal
counts demonstrates the unscrupulous conduct that took
place at the Bennett companies. Although the jury was not
able to reach a unanimous verdict on the fraud counts, all
parties admitted at the trial that a massive fraud did
indeed take place. The guilty verdicts that were returned
will provide an important measure of justice for  
the creditors that have been cheated, in some cases out of
their life savings.

"More than 12,000 creditors have been put through three
years of agony, and were left holding more than $1 billion
in unpaid debts. My job continues to be to recover as much
as possible of the $1 billion in losses for the victims. To
date, we have been able to secure more than $525 million in
recoveries or pending settlements. In a scam of this type,
unsecured creditors frequently recover less than one cent
on the dollar. In this case I expect total recoveries of
more than $700 million, with payouts for unsecured
creditors of roughly $.40 on the dollar."


CONSUMER PORTFOLIO: Reports 4th Quarter and Annual Results
----------------------------------------------------------
Consumer Portfolio Services Inc. (Nasdaq: CPSS) announced
financial results for the fourth quarter and year ended
Dec. 31, 1998.

For the fourth quarter, total revenues increased 67% to
$37.2 million, compared with $22.2 million for the same
period in the prior year. The Company's net  
earnings increased 53% to $7.9 million, or $0.44 per share,
on 18.7 million diluted shares outstanding, compared with
$5.2 million, or $0.32 per share, on 16.4 million diluted
shares outstanding for the same period in the prior year.

For the year ended Dec. 31, 1998, total revenues increased
68% to $126.3 million, compared with $75.3 million in the
prior year.

For the year ended Dec. 31, 1998, purchases of contracts
from automobile dealers increased 71% to $1,078.3 million,
compared with $632.1 million for the prior year. Contracts
sold during the year in the form of asset-backed  
securities increased 65% to $948.3 million, compared with
$573.3 million for the prior year. The aggregate
outstanding balance of contracts serviced by the  
Company at Dec. 31, 1998, increased by 70% to $1,538.9
million, compared with $902.7 million at Dec. 31, 1997.

According to Charles E. Bradley, Jr., president and chief  
executive officer, "We relocated our headquarters to a new
and larger facility in November. The Company issued $25
million in subordinated debt to increase our liquidity. We
entered into an agreement with our bond insurer, FSA, which  
provides for the securitization of $560 million in asset-
backed securities (of which $250 million remains) with only
a 3% initial spread account deposit. We also renewed one of
our warehouse lines of credit and completed a $310 million  
asset-backed securitization."


CRIIMI MAE: Court Vacates Exclusivity Order
-------------------------------------------
After Criimi Mae Inc. creditors Citicorp Real Estate Inc.
and Salomon Smith Barney Inc. complained that they were not
given an opportunity to object to the six-month extension
of the company's exclusive periods, the court vacated the
exclusivity order and entered a bridge order extending
exclusivity until a hearing is held. The court on Feb. 25
vacated its original exclusivity order and signed a bridge
order extending the exclusive periods until a May hearing
on Criimi Mae's bid for a six-month extension, according to
Criimi Mae's counsel Stanley Samorajczyk of Akin Gump
Strauss Hauer & Feld LLP. The court on Feb. 2 extended
Criimi Mae's exclusive plan filing and solicitation periods
from Feb. 2 and April 3 to Aug. 2 and Oct. 3, respectively,
without holding a hearing. In a Feb. 8 motion, however,
Citicorp and SSB asked the court to alter or amend the
exclusivity order to provide for the establishment of a
hearing date, on at least 10 days' notice, to consider the
company's exclusivity motion and any objections. (The Daily
Bankruptcy Review and ABI Copyright c March 3, 1999)


DAIRY DELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dairy Dell, Inc.
        1200 State Fair Blvd.
        Syracuse, NY 13221-4737
Filed: March 1, 1999   Chapter 11    Case Number:99-465
United States Bankruptcy Court - District of Delaware

Type of Business: Inactive - formerly distributor of dairy
products.  Subsidiary of The Penn Traffic Company

Total Assets: 0
Total Debts: $181,041,578
Shares of common stock: 5,000-1 holder


DOW CORNING CORP: Corrected Fourth Quarter Results
--------------------------------------------------
We are advised by the company that the chart heading should
read, "In millions of dollars" rather than "In thousands of
dollars" as originally issued.  Complete corrected release
follows:

On March 1, 1999, Dow Corning Corporation (NYSE: GLW)
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 millions 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

Non-current assets           4,294.0    3,939.9     3,589.4

Current liabilities           $527.3     $489.8      $480.5

Non-current liabilities       391.3       361.5       343.2

Liabilities subject
to compromise               3,492.6    3,441.1      3,452.1

Shareholders' equity        1,238.0    1,026.3        838.3

Dow Corning Corp., a global leader in silicon-based
materials, is a Michigan corporation with shares equally
owned by The Dow Chemical Co. (NYSE:DOW) and Corning Inc.
(NYSE: GLW).  More than half of Dow Corning's sales are  
outside the United States.


ELDER BEERMAN: Predicts 4th Quarter and Year-End Earnings
---------------------------------------------------------
On March 3, 1999, The Elder-Beerman Stores Corp. (Nasdaq:  
EBSC) announced its updated expectations for earnings for
the 13 weeks and fiscal year ended January 30, 1999.

Based on current estimates, the company expects its net
income for the fourth quarter to be in the range of $10.2
million to $10.7 million, excluding pretax expenses of $1.3
million incurred in connection with the acquisition and
integration of Stone & Thomas and pretax gain of $2.7
million on the sale of the company's former Southtown store
location in Dayton, Ohio, and including normalized income
taxes.

Based on current estimates, the company expects its net
income for fiscal 1998 to be in the range of $13.3 million
to $14.0 million, excluding pretax expenses of $4.2 million
incurred in connection with the acquisition and integration
of Stone & Thomas and pretax gain of $2.7 million from the
sale of the Southtown store, and including normalized
income taxes.  

Revenues totaled $658.0 million in 1998, an increase of 8.2
percent over 1997 revenues of $607.9 million.


EQUALNET: Approval of Disclosure Statement
------------------------------------------
Equalnet Communications Corp. (NASDAQ: ENET) announced that
at a hearing on March 1, 1999 in Federal Bankruptcy Court
in Houston, it obtained the Court's approval of
its Disclosure  Statement for its Plan of Reorganization.

The Plan requires $3.35 million of new funding in order to
be confirmed. Equalnet expects that the hearing to consider
the confirmation of the Plan of Reorganization will be held
in April.

Equalnet's president and chief executive officer, Mitchell
H. Bodian said, "This is tangible progress toward resolving
Equalnet Corporation's bankruptcy and an important step in
improving the overall financial picture of Equalnet  
Corporation's parent company Equalnet Communications Corp.
The Plan of Reorganization, if approved by **creditors**,
would exchange approximately $1.35  million in cash and
three million shares of Equalnet Communications Corp.'s  
common stock (subject to adjustment based on stock
price) for approximately $15  million of unsecured debt of
Equalnet Corporation, and thus substantially  improve the
consolidated financial picture of Equalnet Communications
Corp.,  the publicly traded holding company.

"We believe the Plan of Reorganization is in the best
interests of the creditors of Equalnet Corporation and are
optimistic that they will approve it.  Although they have
not completed their due diligence, we have received
strong  indications from the Committee of Unsecured
Creditors that the Committee will  support the Plan. The
principal challenge we face is raising the capital  
required to fund the Plan."
    

FIRST MERCHANTS: Annual Meeting of Shareholders
-----------------------------------------------
FIRST MERCHANTS CORPORATION, 200 EAST JACKSON STREET,
MUNCIE, INDIANA  47305 filed with the SEC a notice of
annual meeting of shareholders to be held April 14, 1999.
                                          
The meeting will be held at the Horizon Convention Center,
401 South High Street, Muncie, Indiana 47305, on Wednesday,
April 14, 1999, at 3:30 p.m. for the following purposes:

(1) To elect four directors, to hold office for a term of
three years and until their successors are duly elected and
qualified.

(2) To act on a proposal to approve the First Merchants
Corporation 1999 Long-Term Equity Incentive Plan.

(3) To act on a proposal to approve the First Merchants
Corporation 1999 Employee Stock Purchase Plan.

(4) To act on a proposal to amend First Merchants
Corporation's Articles of Incorporation to increase the
number of shares of common stock which the Corporation is
authorized to issue from 20,000,000 shares to
50,000,000 shares.  

(5)To ratify the appointment of the firm of Olive LLP as
independent public accountants for 1999.  


HAYES: $11 M Asset Sale Slowed By 3Com's $4 M Objection
-------------------------------------------------------
The court delayed the sale of about $4 million of Hayes
Corp.'s $11 million in bundled assets after receiving an
objection from a 3Com Corp. subsidiary, while approving the
sale of the remaining assets in the pool. As reported, $11
million in Hayes' assets were bundled into packages and
sold at a Feb. 12 auction, then presented to the court for
approval at a hearing Feb. 19. The largest bid in the
auction came from Xircom Inc., which offered $4 million for
a bundle of assets. 3Com argued that Xircom's bid for an
asset package identified as "EZ-Jack" required the
assignment and assumption of a patent cross-license
agreement with Megahertz Corp., a 3Com subsidiary. Xircom's
purchase was not approved as a result of 3Com's objection.
3Com contends that Hayes cannot transfer the cross-license
agreement without its consent, according to Melinda Marbes
of Kilpatrick Stockton, counsel to 3Com. Marbes filed a
brief supporting 3Com's case on Feb. 24, and Hayes it
expected to file its argument on March 10. Meanwhile, the
approved sales are currently being closed. (The Daily
Bankruptcy Review and ABI Copyright c March 3, 1999)


LEVITZ FURNITURE: Letter To Certain Vendors
-------------------------------------------
In a letter from Levitz Furniture Corporation to certain
of its vendors, dated February 19, 1999, the company
apprised the vendors of motions and upcoming court dates.

The company is seeking to extend the Company's exclusive
right to file a Plan of Reorganization from March 8th to
June 7th and the Company's time to assume or reject
real estate leases to July 7th;

approve the amendment to the DIP financing agreement
extending that agreement from the current March 5th
expiration date to a new expiration date of June 7th;

approve the Company entering into a lease for a new store
located in the Los Angeles area effective March 1st

The hearing with regard to the first two motions is March
2nd while the motion on the new store lease may be granted
as early as February 26th.


LIVENT INC: Posts Negative Cash Flow in January
-----------------------------------------------                  
Livent Inc. posted $2.17 million in negative cash flow for
January, court documents and an official said Tuesday.
The Toronto-based concern lost $2.175 million on its shows
between Jan. 4 and Jan. 31, court documents show.

But it also won a ruling that shields it from immediately
repaying the authors of music used in its current
production of "Fosse", U.S. bankruptcy court documents and
Livent spokesman Jim Badenhausen said. That ruling bodes
well for Livent ahead of Wednesday's Manhattan court  
hearing when "Ragtime" author E.L. Doctorow and four
lyricists and the director who adapted the novel for stage
will also argue for payment based on claims predating
Livent's securing bankruptcy protection last November.

The theater company was able to keep ongoing contracts in
place even though it had not paid some outstanding bills at
the time it filed for bankruptcy protection in the United
States and Canada. If Doctorow and the stage adapters
win a favorable court ruling Livent would have to pay
$544,000.

The company has gone from a stock market darling on the
Nasdaq and Toronto Stock Exchanges to trading exclusively
on Canada's over-the-counter market. Livent shares traded
C$0.06 lower at C$0.16 in moderate volume. The producer of
18 Tony-award winning shows reported negative cash flow in  
January for the New York productions of "Fosse" and
"Ragtime", as well as a loss for "Ragtime" in Chicago and
"Phantom of the Opera" in Toronto.  Livent still carried
costs from "Show Boat" and "Parade" in January but did
not book any revenue from those productions in that period.
Meanwhile, Livent's search for potential buyers of its
assets continued with Long Island, New York-based
Cablevision Systems Corp  still considered to  
be the front-runner.   ($1=$1.52 Canadian)


MARS CASINO: Trustee's Office Seeks Casino Owner
------------------------------------------------
The U.S. Trustee's Office in Spokane, Wash., is trying to
find Robert Saucier, the manager and part owner of Mars
Casino in downtown Spokane, according to The Spokesman-
Review. Saucier is supposed to answer questions about the
$3.2 million debt left when the casino's parent corporation
went bankrupt last fall and then closed. Saucier has
reportedly skipped town and missed at least one meeting
with creditors that he was required by law to attend.
Assistant U.S. Trustee Jake Miller, who was appointed to
handle the Mars bankruptcy, wants to ask Saucier what
happened to Mars' assets right after the closing. On Nov.
23 the casino was forced into a chapter 7 liquidation, and
it closed the next day. Only a few months earlier, it had
been the seventh biggest casino in the state, but the
casino missed many of its gambling tax payments to the
city, which is owed $220,000. A search of the casino the
day after it closed produced only $25.50. Saucier had
testified in bankruptcy court that the Spokane Mars Limited
Partnership, the parent company, "maintained an inventory
of cash at its business." Saucier was seen loading a U-Haul
trailer at the casino between the time the court made it
clear the company would be forced into chapter 7 and the
time the judge actually entered the order. Saucier is due
at a March 16 creditors meeting; if he does not show, the
trustee will seek an order to U.S. marshals to go after
him.


MCCULLOCH CORP: European Operations Sold for $33 Million
--------------------------------------------------------    
The Tucson Citizen reports on February 26, 1999, that  
McCulloch Corp., a Tucson-based maker of portable lawn and
garden equipment, will liquidate some of its assets to help  
pay off creditors, a bankruptcy attorney representing
McCulloch said yesterday.

The company, which makes chain saws and recently
discontinued its line of string trimmers and leaf blowers,
has been in the throes of Chapter 11 bankruptcy proceedings
and could have more than 10,000 claims filed against
it by creditors and employees, according to court
documents.

As part of its effort to pay down debt to secured
creditors, McCulloch sold its European operations for $33
million in a deal finalized earlier this week.

In late November, the company laid off about 1,900 workers,
or about 95 percent of its work force, including about 300
in Tucson. The company cited intense competition in the
power equipment industry cutting into sales as the  
main reason for its financial woes.

In December, the company successfully petitioned to have
its case moved from involuntary Chapter 7 liquidation to
Chapter 11 reorganization. Three suppliers had filed for
the liquidation, including one claiming it was owed
more than $1 million. Last month, McCulloch secured
financing from its primary creditor, Chicago- based Heller
Financial, to resume temporary operations. The company's
Mexico manufacturing plant laid off about 1,100 workers in  
November, but company officials were hoping to recall one-
third of the workers there.

According to court documents, a judge will rule whether the
company can give eight senior managers retention bonuses
totaling $800,000.


MEDICAL RESOURCES INC: Quarter and Nine Month Results
-----------------------------------------------------
On December 21, 1998 and January 15, 1999, respectively,
Medical Resources, Inc. announced the settlement of the
class action litigation pending against the Company and the
grant of a hearing before the Nasdaq Qualifications Hearing
Panel relating to the Company's request to move its stock
listing from the Nasdaq National Market to the Nasdaq
SmallCap Market.

For the quarter ended September 30, 1998, total Company net
service revenues were $44,176,000 versus $42,022,000 for
the quarter ended September 30, 1997, an increase of
$2,154,000 or 5%. The Company's net loss from continuing
operations for the quarter ended September 30, 1998 was
$6,196,000 compared to net income from continuing
operations for the quarter ended September 30, 1997 of
$3,909,000.

For the nine months ended September 30, 1998, total
Company's net service revenues were $137,824,000 versus
$106,740,000 for the nine months ended September 30, 1997,
an increase of $31,084,000 or 29%. The Company's net loss
from continuing operations for the nine months ended
September 30, 1998 was $13,126,000 compared to net income
from continuing operations for the nine months ended
September 30, 1997 of $9,899,000. The net loss applicable
to common stockholders (used in computing loss per
common share) in the first nine months of 1998 includes
charges of $390,000 as a result of the accretion of the
Company's preferred stock.

During 1997, the Company incurred substantial debt in
connection with acquisitions of imaging centers. As of
September 30, 1998, the Company's debt, including
capitalized lease obligations, totaled $133,537,000.


OMEGA ENVIRONMENTAL: Current Report Filed With SEC
--------------------------------------------------
On February 22, 1999, Omega Environmental, Inc. filed
unaudited financial statement information as of and for
each of the months ended November 30, 1998 and October 31,
1998 with related notes with the United States Bankruptcy
Court.

A full-text copy of the filing is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/0001047469-99-
006968.txt


PLANET HOLLYWOOD: Prospectus Filed With SEC
-------------------------------------------
A prospectus dated February 23, 1999, relating to
10,000,000 shares of Class A Common Stock of Planet
Hollywood International Inc. was filed with the SEC.

A full-text copy of the filing is available via the
Internet at:

     http://www.sec.gov/Archives/edgar/data/0000950157-99-
000111.txt


TECHNOLOGIES INT'L: Case Summary & 20 Largest Creditors
-------------------------------------------------------
Debtor: Technologies International Holdings, Inc.
        2365 Harrodsburg Road, Suite A250
        Lexington, Kentucky 40504

United State Bankruptcy Court District of Delaware
Case Number: 99-443
Filed: February 26, 1999

Debtor's Attorney: David M. Fournier, Esq.
Pepper Hamilton LLP
Suite 1600
1201 Market Street
PO Box 1709
Wilmington, Delaware 19899-1709
(302) 777-6500

Type of Business: Holding Company

Total Assets: $18,145,000
Total Debts:  $20,800,000

Shares of preferred stock 400 - 1 holder
Shares of common stock - 400 - 1 holder

List of 20 Largest Unsecured Creditors:

Creditor      Amount
--------      ------
First USA Financial Services    104,514
Proudfoot Americas      86,660
Clintrials Research Inc.     83,316
Cananwill, Inc.                            49,745
Central Mine Equip. Co.     47,825
PricewaterhouseCoopers LLP    30,855
Accountemps       12,328
Gess Mattignly & Atchison    28,398
ADT Security Services      5,690
A.I. Credit Corporation      8,003
Systems Design Group      1,428
Freeland Edwards                              768
Environmental Business Journal      495
Shred-It          586
Office Team          402
Commonwealth Copy Products Inc.      350
Federal Express         420
Allegra Print and Imaging           289
Isaac Commercial Properties                   250
Viking Office Products                        188


WORLDCORP INC: Summary of Plan
------------------------------
As of November 30, 1998, WorldCorp had  essentially  no  
cash or cash equivalents and had outstanding debt in excess
of $75 million. The holder of the majority of the $5.0
million  outstanding  principal  amount on the 10.0% senior
subordinated  notes  due  September  30,  2000  contended
that the entire amount outstanding was due and payable as a
result of alleged covenant  defaults.  WorldCorp also had
failed to make interest payments due May 15,  1998 and  
November  15, 1998 on its 7.0%  convertible  subordinated
debentures  due 2004 issued  pursuant  to  Indenture  dated
as of May 15,  1992, between  WorldCorp  and State  Street
Bank and Trust  Company,  as trustee,  and to repay  
approximately  $1.3 million owed to World  Airways
Inc. under the terms of a secured intercompany loan.

In summary, the Plan provides for:

The repayment in full in cash of WorldCorp's  
administrative and  priority  claims,   administrative   
convenience  claims, secured  debt  (including  the  
Airways  Loan) and the  Senior Subordinated Notes;

The restructuring of the Debentures and general unsecured
debt by the issuance  of  modified  Debentures,  accrued  
interest notes,  warrants  to  purchase  45% of the stock
of  WorldCorp Acquisition Corp. ("Acquisition") and
warrants to purchase 40% of the pro forma outstanding stock
of WorldCorp;

The restructuring of  indebtedness  of WorldCorp and its
80% owned subsidiary,  Acquisition, to the former
stockholders of The Atlas  Companies,  Inc., which was
formerly known as Paper Acquisition Corp.,  incurred in
connection with the acquisition of Atlas by Acquisition in
1998; and the retention by WorldCorp shareholders of their
shares of common stock of WorldCorp.

Cash payments due under the Plan are to be funded from the
proceeds of a loan from Rothschild Recovery Fund L.P.
("RRF"), the holder of the largest amount of WorldCorp's
Debentures, to Acquisition, which will upstream funds to
WorldCorp through the purchase of InteliData Technologies
Corporation ("InteliData") common stock from WorldCorp.  
Holders of the Debentures  and general  unsecured  
creditors  will be offered the right to  participate in the
making of such loan.

Payments due on the RRF loan and other obligations of  
WorldCorp and Acquisition  after  emergence  from  
bankruptcy  are to be  made  out of  monies received from
Atlas and its subsidiaries pursuant to an intercompany tax
sharing agreement,  and if  necessary  from the  proceeds
of sale of InteliData  common stock.  In the event the  
stockholders  of  Atlas  and  holders  of  WorldCorp
Debentures and general unsecured claims exercise the
Warrants granted to them under the Plan for the 80% of the  
stock of  Acquisition  owned by  WorldCorp, WorldCorp would
no longer have an interest in Acquisition or its  
subsidiaries, but would receive  payments  totaling at
least 125% of the appraised fair market value of the  
shares of  Acquisition  as of the  Effective  Date of the
Plan and would retain those shares of InteliData  that are
not sold to Acquisition on the Effective Date (subject to
the pledge thereof to secure the RRF loan and certain other
indebtedness of Acquisition).

The Plan was negotiated prior to the Petition Date by  
WorldCorp, Acquisition, RRF and Sun Paper Advisors,  Inc.
as  representative of the former Atlas stockholders.

Wilmer,  Cutler &  Pickering  is serving as counsel to the
Debtor; Young,  Conaway,  Stargatt & Taylor as special
counsel to the Debtor;  and Arthur Andersen LLP as
accountants for the Debtor.

On November 27, 1998, the New York Stock Exchange,  Inc.
informed WorldCorp that trading of its common stock would
be suspended in December 1998 if WorldCorp continued to
fall below the NYSE's continued listing criteria.  On
December 14, 1998 the NYSE suspended WorldCorp from trading
its common stock and application was made by the NYSE to
the Securities and Exchange Commission to delist the common  
stock.  WorldCorp presently trades on pink sheets under the
symbol WDCP.  

On February 1, 1999, WorldCorp retained Mark M. Feldman as
its Executive Vice President and Chief Restructuring
Officer through the date of consummation of WorldCorp's
financial restructuring, and retained W. Joseph Dryer as
its Corporate Secretary and Treasurer, through the
consummation of a confirmed plan of reorganization.
                   *********

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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