TCR_Public/990322.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Monday, March 22, 1999, Vol. 3, No. 55

                   Headlines

AMERICA WEST: Four Year Battle May End in Strike
ATLAS CORP: Resolves Millsite Liability
CONTINENTAL INVESTMENT: Engages New Accounting Firm
FINE HOST: Court Approves Disclosure Statement
HEARTLAND: Announces Confirmation of Plan of Reorganization

HOMEPLACE: Some Creditors Have Cash Option Under Merger
JWA SECURITY: Files Chapter 7
MARS CASINO: Hearing Delayed
MARTIN COLOR-FI: Court Grants Extension for Filing Plan
MOBILEMEDIA: Proposes 2 Way Narrowband PCS Network

NEWSTAR RESOURCES: Involuntary Petition Filed Against Sub
ORLEANS RESOURCES: Plan Approved By Shareholders
PARAGON TRADE: Seeks To Remove Seal From Pleading
PITTSBURGH PENGUINS: Investors Submit Plan
PRIMARY HEALTH SYSTEMS: Case Summary & 20 Largest Creditors

PRIMESTAR: Further Extension of Tender Offer
RINCON ISLAND: Joint Motion Re: Exclusivity
RIO GRANDE: Exco Completes Acquisition
RUTHERFORD-MORAN: Merger With Chevron Thailand
SEARCH FINANCIAL: Seeks To Withdraw Registration Statement

STELLEX: Acquires Outstanding Stock of Phoenix Microwave
STORMEDIA INC: Stipulation Re: Sale of Malay Assets
TELEPAD: Case Summary & 20 Largest Creditors
TEXFI: Announces Fourth Quarter and Year-End Results
WEINER'S STORES: Announces Fourth Quarter Results

WILSHIRE FINANCIAL: Postpetition Financing
WINDSOR ENERGY: Joint Motion Re: Exclusivity

                   *********

AMERICA WEST: Four Year Battle May End in Strike
-------------------------------------
A four-year dispute over wages is coming to a head today as  
America West Airlines prepares for a strike by its flight
attendants that could begin tonight. Unless an agreement is
reached, flight attendants could strike as early as 12:01
a.m. EST Saturday, a minute after the end of a 30-day
cooling- off period set by the National Mediation Board.
The 2,300 attendants have been working without a contract
since voting to unionize in 1994, three years after
America West filed for bankruptcy protection and employees
took pay cuts designed to help the company get back on its
feet.


ATLAS CORP: Resolves Millsite Liability
---------------------------------------                  
Atlas Corporation (OTC Bulletin Board: ATSP) announced an
agreement in principle for its release from all  
future liability with respect to its uranium mill and
tailings impoundment (Millsite) near Moab, Utah.  The
agreement was reached with the U.S. Nuclear Regulatory
Commission, the State of Utah, ACSTAR (surety provider for
Atlas) and Atlas' Unsecured Creditor's Committee after
negotiations to avoid lengthy and expensive litigation over
the future of the Millsite.  As consideration for  this
release, Atlas has agreed to contribute certain
Millsite related assets to a Trust to be controlled by the
government. Elimination of this liability should coincide
with confirmation of Atlas' plan of reorganization,
possibly by  late summer.  A definitive letter agreement is
being prepared, and upon  execution will be submitted to
the bankruptcy court for approval, anticipated  within 60
days.

Richard E. Blubaugh, Executive Vice President for Atlas
stated, "The long and arduous process of seeking approval
for closure of the Millsite is nearly complete, and
ironically this has little to do with the recently issued
final EIS.  When first initiated over 10 years ago, I could
not have predicted the severe economic harm this protracted
regulatory process would have on Atlas. It remains our hope
that the Millsite, particularly the tailings pile, will be  
managed to the benefit of human health and the
environment."

The agreement is a critical component of Atlas' efforts to
reorganize under Chapter 11 bankruptcy laws.  Other
components of the plan include: (1) completing the
divestiture of Cornerstone Industrial Minerals Corporation  
(Cornerstone), (2) the divestiture of non-core assets and
the filing for protection under Chapter 11 for Atlas
Precious Metals Inc. (APMI) and Atlas Gold Mining Inc.
(AGMI) and (3) restructuring around the Bolivian
operations of  Arisur Inc.

Atlas' divestiture of Cornerstone is complete.  The Offer
by Seven Peaks Mining, Inc. was launched on December 23,
1998, the shares have been taken up and paid for, and the
Atlas debt has been settled.  Atlas netted approximately
$2.9 million on this divestiture.

As a part of its efforts to reorganize, two of Atlas'
subsidiaries, APMI and AGMI, filed for protection under
Chapter 11 on January  26, 1999.  The Bankruptcy Court has
approved joint administration of these cases reducing
administrative costs and affording greater flexibility for
the reorganization. APMI is a wholly owned subsidiary
of Atlas and AGMI, in turn,  is wholly owned by APMI. The
principal assets of APMI and AGMI are the 100% controlled
Grassy Mountain and Gold Bar gold properties located in
Oregon and Nevada, respectively.  Geographe International
MFS Inc., subject to bankruptcy court approval, has been
engaged as Atlas' exclusive agent to seek a purchaser for
APMI, or for one or both of these properties.

Atlas' reorganization is centered on Arisur, Atlas'
Bolivian mining subsidiary, which remains as its key asset.  
However, to complete the reorganization, further
development of the existing reserves at depth must be  
financed through additional debt and/or equity.  The
development program as designed will reduce unit costs,
through delivery of improved head grades to the mill and
more efficient handling of ore.

Atlas' President Mr. Gregg B. Shafter commented that, "The
anticipated agreement concerning the Millsite is
significant.  For the first time in over ten years Atlas no
longer carries the uncertain liability often attributed to
the Millsite.  This agreement will greatly enhance our
efforts to reorganize Atlas and emerge from protection
under Chapter 11.  Funds derived from the sale of
Cornerstone will facilitate Atlas' goal of a successful  
reorganization."  


CONTINENTAL INVESTMENT: Engages New Accounting Firm
---------------------------------------------------
Effective on March 10, 1999, Continental  Investment  
Corporation engaged the accounting firm of Belew Averitt
LLP,  Dallas,  Texas as the Company's  independent  
accountants  to replace its prior  auditors who were
dismissed  by the  Company  on March 10,  1999.  The new  
accountants  have been engaged to audit and report on the  
financial  statements of the Company for its fiscal year
ended December 31, 1998.

This action to replace the Company's auditors was approved
by the Board of Directors of the Company.

         
FINE HOST: Court Approves Disclosure Statement
----------------------------------------------
Fine Host Corporation (OTC Bulletin Board: FINE) reported
today that it has received approval from the Bankruptcy
Court of its Disclosure Statement for its Plan of
Reorganization.

The approval of the Disclosure Statement allows Fine Host
to commence the solicitation of votes for approval of its
Plan of Reorganization. The Disclosure Statement and
ballots to vote on the plan are expected to be mailed  
by April 2, 1999.  The deadline for returning the completed
ballots is May 7, 1999.  The hearing to consider
confirmation of the Plan is scheduled for May 18, 1999.

"We are pleased to be soliciting acceptances of a Plan
which is supported by holders of 92 percent in principal
amount of the Company's outstanding Convertible
Subordinated Notes, Fine Host's largest creditor
constituency," said William D. Forrest, president and chief
executive officer.  "With their support, we are hopeful
that the Plan will be confirmed in May, enabling Fine Host
to complete its restructuring and successfully emerge from
Chapter 11 later that month with a de-leveraged balance
sheet, sufficient cash to fund operations going forward and
the ability to access capital to fund new growth  
initiatives."

Fine Host Corporation and its affiliates provide food and
beverage concession and catering services to approximately
900 facilities, primarily through multi-year contracts in
the following markets: the recreation and leisure market  
(arenas, stadiums, amphitheaters, civic centers and other
recreational facilities); the convention center market; the
education market (colleges, universities and elementary and
secondary school nutrition programs); the business dining
market (corporate cafeterias, office complexes and  
manufacturing plants); the health care market (long-term
care facilities and hospitals); and the corrections market
(prisons and jails).


HEARTLAND: Announces Confirmation of Plan of Reorganization
-----------------------------------------------------------
Heartland Wireless Communications, Inc., a provider of
wireless broadband network and multichannel subscription
television services at 2.1 GHz to 2.7 GHz, today announced
that the U.S. Bankruptcy Court for the District of
Delaware has confirmed its prenegotiated plan of
reorganization, which was filed under Chapter 11 of the
U.S. Bankruptcy Code on December 4, 1998.

The company noted that the Plan received the support of all
classes of creditors voting on the Plan, including the
holders of over 99% in principal amount of the company's
senior notes. The company also announced that concurrently
with its emergence from Chapter 11, it intends to change
its  corporate name to Nucentrix Broadband Networks, Inc.,
to more accurately reflect its new business plan focus.

As disclosed in prior public filings, the confirmed Plan
provides, among other things, for the conversion of $325
million of senior and subordinated debt into approximately
100% of the outstanding common stock of the reorganized
company.  The company expects to emerge from Chapter 11
with approximately $12 million in  net long-term debt
relating to FCC spectrum licenses in over 80
markets, and  available cash of at least $25 million.

On the effective date of the Plan, which the company
expects to be April 1, 1999, the company will change its
name to Nucentrix Broadband Networks, Inc. and restructure
its business in the following four wholly owned
subsidiaries:  Nucentrix Internet Service, Inc., Nucentrix
Telecom  Services, Inc., Nucentrix Spectrum Resources, Inc.
and Heartland Cable Television, Inc.

Nucentrix Internet will operate the company's high-speed
Internet access business. The company currently operates
one high-speed Internet business in Sherman and Denison,
Texas, which provides Internet access to medium-sized  
businesses and SOHOs at speeds of up to 1.54 Mbps. The
company currently is constructing a similar system in
Austin, Texas, which it expects to launch under the
Nucentrix(tm) name in May 1999. The company plans to roll
out similar services in other markets.

Nucentrix Telecom will be formed to test, develop and
operate wireless broadband IP (Internet Protocol) telephony
services, including wireless local loop voice services.

Nucentrix Spectrum will own the company's MMDS spectrum
rights, including BTA (basic trading area) licenses, MMDS
channel licenses and leases and WCS (wireless
communications service at 2.3 GHz) spectrum rights, as well
as the company's wireless transmission facilities and site
leases.

Heartland Cable will operate the company's existing
subscription television business, which serves
approximately 158,000 subscribers in 57 markets and  
offers combined MMDS and DIRECTV(R) programming in 51 of
the 57 markets. This business will continue to operate
under the name Heartland Cable Television(tm).

Carroll D. McHenry will remain Chairman and CEO of
Nucentrix.

The company stated that certain conditions were required to
be satisfied or waived before the Plan could become
effective, including filing a shelf registration statement
on Form S-1 with the Securities and Exchange Commission  
for shares of common stock of Nucentrix to be held by
persons who may be considered affiliates of the reorganized
company, and filing certain information with the Federal
Communications Commission relating to the transfer
of MMDS channel rights to the reorganized company. The
company believes that all conditions to the effectiveness
of the Plan will be satisfied or waived by the anticipated
effective date of the Plan.

Heartland Wireless Communications, Inc. provides wireless
broadband network and multichannel subscription television
services in the 2.1 GHz to 2.7 GHz range. Heartland
operates a high-speed Internet access business in one
market, and provides wireless subscription television
service to approximately 158,000 subscribers in 57 markets.
Heartland currently holds broadband wireless  
spectrum rights in over 80 small to mid-size markets in the
central United States. DIRECTV is a trademark of DIRECTV,
Inc., a unit of Hughes Electronics Corporation.


HOMEPLACE: Some Creditors Have Cash Option Under Merger
-------------------------------------------------------
HomePlace Stores Inc. could emerge from bankruptcy some
time in early June, if the recently announced merger with
Waccamaw Corp. goes through as planned. Which retailer will
end up with the dominant ownership position in the new
company, HomePlace of America Inc., will depend on a
liquidity feature written into the agreement. The provision
allows creditors to tender their shares for cash. An
affiliate of Waccamaw is providing the limited liquidity
feature, something that will likely push Waccamaw into the
position of majority shareholder over time. The deal has
been in the works for nearly five months. HomePlace expects
to file a plan of reorganization by the end of this month.
(The Daily Bankruptcy Review and ABI Copyright c March 19,
1999)


JWA SECURITY: Files Chapter 7
-----------------------------
JWA Securities Services Inc., which was once rated as a
fast-growing private company, abruptly closed its doors and
was expected to file for chapter 7 bankruptcy liquidation
yesterday, the company's attorney said in a Sacramento Bee
report. The attorney said the closing was not planned, but
that it occurred after efforts to restructure the 300-
employee security firm failed. JWA was unable to bring in
enough business to sustain itself, particularly
after several private and state security contracts expired
around Jan. 1. The only hint about the company's financial
situation was earlier in the month when JWA delayed issuing
paychecks for two days. (ABI 19-Mar-99)


MARS CASINO: Hearing Delayed
----------------------------
U.S. Bankruptcy Court hearings on the Mars Casino and
former manager Rob Saucier have been rescheduled in April.

Creditors were supposed to meet Tuesday morning to ask
questions about the $3.2 million in debts from the now
bankrupt Spokane Mars Limited Partnership, parent company
of the Mars Casino in downtown Spokane.

Saucier, former manager and part owner, was supposed to
attend the meeting and answer questions about the accounts
of the business.

The hearings have been moved to April 21-22 because of
court filings by Saucier's attorney, Thomas Crowe of Las
Vegas. Crowe argues Saucier shouldn't be considered the
representative - and therefore shouldn't have to come to a
creditor's meeting - of the Spokane Mars  Limited
Partnership because he resigned from his post within the
company when  it went into a Chapter 7 liquidation
bankruptcy. "(Crowe) wants a chance to argue that," Miller
said.(Copyright 1999 Cowles Publishing Company Spokesman
Review- 03/17/99)


MARTIN COLOR-FI: Court Grants Extension for Filing Plan
-------------------------------------------------------
Martin Color-Fi, Edgefield, S.C., announced that the
bankruptcy court has approved an extension of the company's
exclusive right to file a reorganization plan to May 17,
according to a newswire report. The company's secured
lenders and Unsecured Creditors' Committee supported the
request for the extension. Martin Color-Fi also reported
that its subsidiary, Buchanan Industries Inc., has
consummated the sale through the bankruptcy court of its
assets, except for accounts receivable. Total consideration
for the assets was $4.66 million. Martin Color-Fi is using
the chapter 11 process to return to its core operations,
focusing primarily on the production of solution-dyed
polyester fiber. The company is continuing to cut expenses;
it closed its Star operation in Edgefield and eliminated
its pigment facility in Pensacola, Fla. About $5 million in
payroll has been eliminated from the company's budget.
Martin Color-Fi filed chapter 11 four months ago. (ABI 19-
Mar-99)


MOBILEMEDIA: Proposes 2 Way Narrowband PCS Network
--------------------------------------------------
The debtors, Mobilemedia Communications, Inc., et al. seek
court approval of the continued construction of a
nationwide two-way narrowband PCS network.  The debtors
seek authority to commit and expend an additional $18
million in order to complete the construction of the
nationwide two-way narrowband PCS network, beyond the
amounts previously approved by the court.  The debtors
state that this amount together with that amount already
spent represents a total cost of $34 million for the NPCS
Buildout in its entirety, or $3 million below projected
costs.  The debtors have realized these cost savings as a
result of the debtors' internal development of certain
receiver technology.

The debtors claim that these amounts will permit the
completion of the NPCS Buildout, on schedule and under
budget and will permit the debtors to realize significant
future revenue, cost savings and other benefits associated
with the ability to offer an array of NPCS products to
subscribers.  Without the ability to complete what they
have begun the debtors will be unable to obtain the
benefits of their investment in the NPCS Buildout to date.

A hearing will be held on March 26, 1999 at 9:30 AM.


NEWSTAR RESOURCES: Involuntary Petition Filed Against Sub
---------------------------------------------------------                        
Newstar Resources Inc. announces that on March 18, 1999, an
Involuntary Petition for an Order and Relief under Chapter
11 of Title 11 of the United States Bankruptcy Code had  
been filed in The United States Bankruptcy Court for the
Southern District of Texas against Newstar Energy of Texas
LLC, a limited liability company that is  a subsidiary of
Newstar Energy USA Inc. which is wholly-owned by Newstar  
Resources, Inc.  The petition was signed by four creditors
of Newstar Energy of  Texas LLC.  The company has 20 days
to respond to the Petition during which  time it may
continue to operate its business.

In response to the Involuntary Petition filed yesterday,
Newstar Energy of Texas LLC and Newstar Energy USA both
intend to file bankruptcy petitions under Chapter 11 of the
United States Bankruptcy Code on or about April 1, 1999.   
Both companies are presently negotiating with creditors the
terms of a plan of reorganization, which they intend to
present to the bankruptcy court shortly  after the filing.  
Newstar believes that obtaining approval of a plan of  
reorganization through a Chapter 11 bankruptcy will permit
them to obtain the  timing needed to develop promising well
sites in Michigan and Texas.

As part of the Company's reorganization, Newstar management
has closed their Ohio and Texas field offices.  Newstar
Energy USA's East Lansing, Michigan field office will now
handle all exploration and operational matters. When  
combined with pay cuts volunteered by current employees,
total cost reductions will save the Company almost $80,000
per month.

In addition to cost cutting measures, Newstar has recently
sold certain non-operated assets in Ohio to CGAS
Exploration, Inc. and will continue to pursue  
divestitures of non-core properties.

Development of the Company's Madisonville Field in Texas
and certain core assets in Michigan remain an integral part
of Newstar's reorganization.

Michigan-based Newstar Resources Inc. is an independent
natural gas and oil exploration and production company with
operations in Michigan, Ohio and Texas. The company is
listed on the Nasdaq National Market System under the
symbol NERIF and the Toronto Stock Exchange under the
symbol NER.


ORLEANS RESOURCES: Plan Approved By Shareholders
------------------------------------------------
At the Special General Meeting of Shareholders held
yesterday, the shareholders of Orleans Resources Inc.
approved the terms of the Restructuring Plan (Plan) by a
margin of 88.5%.

The restructuring plan was submitted by the Company under
the Bankruptcy and insolvency Act in connection with the
proposal filed on February 8th, 1999 with the Superior
Court.

The Plan, involving the conversion of debt into shares, a
private placement of $2 million in non-interest bearing
debentures and a rights offering, resulted in the issuance
of 207 million common shares. The debentures were
subscribed to in equal parts by Capital d'Amerique, filiate
of Caisse de Depot et Placement du Quebec, and le Fonds de
solidarite des travailleurs du Quebec (FTQ).  A rights
offering up to a maximum of $2.5 million at a price of
$0.15 per share will follow this approval.

When completely finalized, the Plan will result in more
than 223 million outstanding shares. Consequently to this
financial restructuring, the Company will have a positive
cash asset of $4.5 million and a long term debt
of only  $5.5 million including capital and interests
scheduled terms payment starting  in March 2001.

On April 27th, 1999, the Company will present its request
for ratification of the Plan to the Superior Court,
district of Roberval.

In order to achieve its second element of its restructuring
plan, the Company is now in a position to concentrate its
efforts on implementing its strategic plan which projects
the reopening of production facilities at the end of summer
or beginning of autumn 1999.

The major elements to achieve are: - to obtain booked
orders in the range of 10,000 tonnes; - to implement its
sales force with a distribution network and an increase of
its marketing personel; - to offer an extended mix products
with in particular treated wollastonite concentrate with
the conclusion of a strategic alliance; - to proceed in due
time with identified modifications to the processing; and -
to administratively restructure the Company with the hiring
of specialists in commercialisation and production fields.

Orleans Resources Inc. holds a world class wollastonite
deposit in the area of Lac St-Jean (Quebec) which contains
more than 25 million tonnes of reserves allowing the
Company to serve the market during the coming century at a
production rate of 50,000 tonnes per year. Wollastonite, a
calcium silicate, is used as a reinforcing agent in
plastics, building material, friction material and in the
metallurgical sector.


PARAGON TRADE: Seeks To Remove Seal From Pleading
-------------------------------------------------
Paragon Trade Brands, Inc., debtor, requests that the court
unseal the response of the Procter & Gamble Company to the
debtor's fourth motion for an order extending its exclusive
periods to file a plan of reorganization and solicit
acceptances thereto.

Upon receipt of the pleading in October, 1998, counsel for
the debtor determined that it disclosed confidential
commercial information of an extremely sensitive nature.  
Procter & Gamble filed a withdrawal of the response.  
Although the pleading had been withdrawn, because it was
filed in the public records, it was available for review.  
Paragon requested that the court seal the pleading and
remove it from the public record.  The information is no
longer sensitive and the debtor asks that the court remove
the seal.


PITTSBURGH PENGUINS: Investors Submit Plan
------------------------------------------
A group of investors led by Mario Lemieux has submitted a  
financial reorganization plan for the Pittsburgh Penguin's
franchise to U.S. Bankruptcy Court. Under the plan, Lemieu
would be the new owner, replacing co- owners Roger Marino
and Howard Baldwin. Lemixu says his financial  
reorganization plan would begin "a new Penguin dynasty."
The former Penguin's  star predicted the bankrupt hockey
club will turn a $5 million profit next  season under his
plan. The team has lost $20 million in the past
year,  according to the Tribune-Review.


PRIMARY HEALTH SYSTEMS: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor:  Primary Health Systems, Inc.
         1275 Drummers Lane
    Wayne, PA 19087

Type of business: Manufacturer of power supplies

Court: District of Delaware

Case No.: 99-615    Filed: 03/17/99    Chapter: 11

Debtor's Counsel: S. David Peress, Esq.
     Young, Conaway, Stargatt & Taylor
   Wilmington Trust Center, 11th Floor
   Wilmington, Delaware 19899
   (302) 571-6600

The following corporate and partnership affiliates of the
debtor are filing voluntary Chapter 11 bankruptcy petitions
in this District simultaneously with the debtor:

PHS Cleveland, Inc.; PHS Physician Managemnt of Ohio, Inc.;
PHS Mt. Sinai, Inc.; Primary Health Systems Of Ohio, LP;
PHS St. Alexis, Inc.; PHS Laurelwood, Inc.; PHS Roxborough,
Inc.;

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
First Union National Bank          Bank Loan
Key Corp9orate Capital Inc.        Bank Loan
Auto Suture Company               trade debt        709,613
West Hudson, Inc.      professional services        500,000
Sodexho Marriott Services         trade debt        475,564
Case Western Reserve University   trade debt        469,859
Compucare                         trade debt        426,107
Medquist the MRC Group, Inc.      trade debt        424,107
The Illuminating Company          trade debt        371,394
Dade Behring                      trade debt        333,713
Allegiance Healthcare Corp.       trade debt        320,657
American Red Cross                trade debt        306,819
Transamerica Insurance Finance    trade debt        260,815
Rehability Corporation            trade debt        217,568
DePuy                             trade debt        162,752
Baxter IV                         trade debt        161,752
General Electric Health Care      trade debt        155,121
Hunter Group           professional services        141,401
Steris Corp                       trade debt        133,354
Amerisource Corporation           trade debt        129,396


PRIMESTAR: Further Extension of Tender Offer
--------------------------------------------
On March 16, 1999, PRIMESTAR, Inc. further extended its
tender offer and related consent solicitation for its 12-
1/4% Senior Subordinated Discount Notes due 2007 of which
there are $275 million in aggregate principal amount at
maturity outstanding, and its 10-7/8% Senior Subordinated
Notes due 2007, of which there are $200 million
in aggregate principal amount outstanding.

The new expiration date for the tender offer and consent
solicitation is 5:00 p.m., New York City time, on March 22,
1999 unless further extended or abandoned.


RINCON ISLAND: Joint Motion Re: Exclusivity
--------------------------------------------
Rincon Island Limited Partnership and Windsor Energy US
Corporation, the Official Committee of Unsecured Creditors
of Rincon, and Compass Bank file a joint motion stating
that the debtors have informed the Committee and Compass
Bank that they believe that they will receive a written
offer from a potential purchaser to purchase the oil and
gas properties owned by Rincon Island.  The parties agree
that all offers to purchase must be received by the
debtors, the Committee and the bank not later than April 1,
1999 and shall include a $500,000 deposit.  The parties
shall select the highest and best offer on April 1, 1999.  
Any purchase and sale agreement shall be completed and
signed no later than May 1, 1999.  An auction will be
conducted with overbids a minimum of $250,000 in excess of
the highest and best bid.

The parties agree that the exclusivity periods shall
continue and shall terminate automatically only as to the
Committee and the bank upon the first of the following to
occur:
1)No offers to purchase containing the agreed terms are
received by the committee and the bank by April 1; or
2)The failure of the holder of the highest bid to execute
the sale agreement on or before May 1, 1999.


RIO GRANDE: Exco Completes Acquisition
--------------------------------------
EXCO Resources, Inc. (Nasdaq: EXCO) announced yesterday
that it completed the acquisition of Rio Grande, Inc.
pursuant to the plan of reorganization which was previously
confirmed by the U.S. Bankruptcy Court for the Western
District of Texas on March 5, 1999.  As a result, EXCO is  
now the sole shareholder of Rio Grande, Inc.  Rio Grande,
Inc. is an oil and gas producer with principal operations
in Texas, Oklahoma, Louisiana and Mississippi.

EXCO Resources, Inc. is an oil and gas acquisition,
exploitation, development and production company
headquartered in Dallas, Texas with principal operations
in Texas and Louisiana.  The Company's stock is traded on
the Nasdaq NMS under the symbol EXCO.


RUTHERFORD-MORAN: Merger With Chevron Thailand
-----------------------------------------------
On March 17, 1999, Chevron Thailand Inc., a Delaware
corporation and wholly-owned subsidiary of Chevron, was
merged with and into Rutherford-Moran Oil Corporation,
pursuant to an Agreement and Plan of Merger dated December
23, 1998 among Chevron, Chevron Thailand and Rutherford-
Moran. Rutherford-Moran is the surviving corporation of the
Merger.

Pursuant to the Merger Agreement (a) each issued and
outstanding share of the capital stock of Chevron Thailand
has been converted into one fully-paid and non-assessable
share of common stock, par value $.01 per share of the
surviving corporation, (b) the name of Rutherford-Moran has
been changed to Chevron Thailand Inc., (c) all of the
directors and officers of Rutherford-Moran were
replaced by the directors and officers of Chevron Thailand,
and (d) the Certificate of Incorporation and By-laws of
Chevron Thailand have become the Certificate of
Incorporation and By-laws of Rutherford-Moran.

The Rutherford-Moran common stock has been de-listed from
the Nasdaq National Market and the registration of the
Rutherford-Moran common stock has become eligible for
termination pursuant to section 12(g)(4) of the Exchange
Act.

The aggregate number of shares of Rutherford-Moran common
stock deemed to be beneficially owned by Chevron is 1,000
shares, which represents 100% of the outstanding shares of
Rutherford-Moran common stock.


SEARCH FINANCIAL: Seeks To Withdraw Registration Statement
----------------------------------------------------------
Search Financial Services Inc. ("SFSI") applies to the
Securities and Exchange Commission for consent to the
withdrawal of a certain registration statement. The
registration statement has not become effective, and the
exchange offer that was the subject of the registration
statement is not being pursued. Pursuant to a Chapter 11
Plan of Reorganization confirmed by the United States
Bankruptcy Court for the Northern District of Texas that
became effective in November 1998, all of the outstanding
common and preferred stock of SFSI was cancelled.


STELLEX: Acquires Outstanding Stock of Phoenix Microwave
--------------------------------------------------------
On March 1, 1999, Stellex Industries, Inc. acquired all of
the outstanding stock of Phoenix Microwave Corporation, a
leading supplier of RF and microwave components, of
Telford, Pennsylvania. Stellex's acquisition of Phoenix was
effected pursuant to Stock Purchase Agreement by and
between PMC Acquisition Corporation, Phoenix Microwave
Corporation, Constantinos Kamnitsis, as Representative, and
The Persons Listed on Exhibit A, dated March 1, 1999.
Phoenix will operate together with Stellex Microwave
Systems, Inc. in the RF/microwave component and
sub-assembly market supplying commercial, wireless,
military and space applications. Stellex will continue to
manufacture in Phoenix Microwave's existing facility in
Pennsylvania.

The aggregate purchase price for the acquisition of
Phoenix, determined through negotiations between Stellex
and the Shareholders, was $14.0 million plus up to an
additional $1.0 million payable in early 2000 contingent on
cash flow performance criteria. The acquisition was
financed with an Acquisition Term Loan drawn under the
Amended and Restated Credit Agreement dated as of May
29, 1998, among Stellex Industries, Inc., the financial
institutions from time to time party thereto, Societe
Generale, as Administrative Agent, and First Union
Commercial Corporation, as Collateral Agent.


STORMEDIA INC: Stipulation Re: Sale of Malay Assets
---------------------------------------------------
A certain stipulation is entered into by and between the
debtors, Stormedia Incorporated and its affiliates, the
Bank Group, and the Creditors' Committee.  The debtors have
filed a motion to sell certain assets located in Malaysia
and are seeking court approval of the sale of the real
property and certain other assets.  The Bank Group consents
to the sale.  The parties to the stipulation have agreed
upon a summary of key terms to be developed into a joint
plan of reorganization.  Proceeds from the sale of the
Kulim facility, located in Malyasia are to be distributed
to the unsecured creditors pursuant to the plan.


TELEPAD: Case Summary & 20 Largest Creditors
--------------------------------------------
Debtor:  Telepad Corporation
         380 Herndon Parkway
         Suite 1900
         Herndon, Virginia 20170

Type of Business: Design, develop and manufacturer of
ruggedized wireless computers

Court: District of Delaware

Case No.: 99-633    Filed: 03/17/99    Chapter: 11

Debtor's Counsel: Gary A. Rosen
                  Gary A. Rosen, Chartered
                  One Church Street Suite 802
                  Rockville, Md. 20850
    (301) 251-0202

Total Assets:     approximately $6 million
Total Liabilities:       $3,118,535
No. of shares of preferred stock       950,000 Series C
No. of shares of common stock       14,124,880 Class A

20 Largest Unsecured Creditors:

   Name                                 Amount
   ----                                 ------       
EIT           17,658
Raytheon Wireless        21,920
Mutoh          22,052
Metricom          23,970
Distributed Database       29,462
Pagg Corporation         39,000
GWD Services Inc.        44,649
Ernst & Young LLP        46,084
Ellis Enterprises LTD        53,035
Arent Fox Kintner        71,800
Transaction Information System      88,147
The Hewlett Fund         95,464
Parker Chapin Flattau & Kimpl     113,920
Beeston Investments      116,678
Investor LLC           133,504
The Gross Foundation       306,818
L&E Mobile         348,162
Baltimore Funds, SA       360,822
Austrot Anstalt Schaan       372,273
Sanmina Corporation       544,449


TEXFI: Announces Fourth Quarter and Year-End Results
----------------------------------------------------            
Texfi Industries, Inc. (OTC Bulletin Board:TXFI) reported
for the fourth quarter ended October 30, 1998, net sales
were $36,603,000 compared to $50,473,000 in sales for the
comparable period in 1997.  Net loss from continuing
operations was $1,836,000 for the 1998 period  
ended October 30, 1998 compared to a net loss from
continuing operations of $3,116,000 for the 1997 period.  
Net of extraordinary items and discontinued operations, the
net loss for the quarter was $4,686,000, or $0.53 per
common share, versus a net loss of $4,106,000, or $0.46 per
common share for the comparable period last year.

For the fiscal year ended October 30, 1998, the Company had
net sales of $143,558,000 and a net loss of $13,621,000, or
$1.54 per common share.  Fiscal year 1997 saw net sales of
$207,400,000 and a net loss of $3,221,000, or $0.37  
per common share.

Andrew Parise, President and Chief Operating Officer of
Texfi stated, "Net sales for the year decreased because of
the sale of the Narrow Fabrics business in October of 1997,
which accounted for $18,934,000 in sales in 1997, and  
because of continued pressure from imported fabrics and
imported apparel."

Mr. Parise also announced the signing of a forebearance
agreement which extends to May 28, 1999 with the Company's
bank group.  It was necessitated by the breach of covenants
in the Company's loan agreements, also caused by
continued softness in the domestic textile markets.  The
forebearance agreement waives all current defaults.  The
Company noted it is not now, and has not been in default on
any payments of principal or interest to the bank group.

At the same time, the Company secured a new $1.5 million
subordinated loan from a third party.

The Company did not pay the February, 1999 semi-annual
interest payment on its 8-3/4% Senior Subordinated
Debentures, which is an event of default under those bonds.  
The Company is in discussions with the Indenture Trustee
for the bonds regarding various options.  The default under
the bonds is one of the defaults waived by the bank group.  
The forebearance agreement with the bank group prevents any
payment of this bond interest during the forebearance
period without agreement from the bank group.  The Company
believes a third party is in discussions with certain large
holders of the bonds to purchase their interests.

Texfi Industries, Inc. is a diversified manufacturer and
marketer of various textiles.  The Company produces woven
finished fabrics which are sold throughout the United
States as well as exported to European and Asian markets.


WEINER'S STORES: Announces Fourth Quarter Results
-------------------------------------------------
Weiner's Stores Inc. (OTC BB:WEIR) announced a net loss of
$5.0 million, or $0.26 per share of common stock, for the
fiscal year ended January 30, 1999 compared to net income
of $12.7 million for the fiscal year ended January 31,
1998. The Company's results for the fiscal year ended
January 31, 1998 were enhanced by an $18.7 million  
extraordinary gain on debt discharge relating to the
Company's emergence from Chapter 11 reorganization in
August 1997. The Company had an improvement in
its  operating loss to $4.0 million in fiscal 1998 from
$4.5 million in fiscal 1997.  Earnings (losses) per share
of common stock are not comparable due to the Company's
reorganization and adoption of "fresh start" accounting.

Sales in fiscal 1998 were $260.9 million compared to $263.6
million in fiscal 1997. Fiscal 1998 was a 52-week year
compared to a 53-week year in fiscal 1997. Comparable store
sales on a 52-week comparable basis decreased 1.9% for the  
fiscal year.

Mr. Raymond J. Miller, vice president and chief financial
officer, stated, "We are very disappointed with the results
in fiscal 1998. In fiscal 1998, we also experienced a major
decline in the sales of Levi jeans and nationally branded  
athletic shoes. The year was also negatively impacted by
extremely warm weather and excessive rains from several
late season hurricanes."

Weiner's is a neighborhood family apparel retailer.
Currently, approximately 3,500 associates are employed at
the 132 stores that are operated in Texas and Louisiana.


WILSHIRE FINANCIAL: Postpetition Financing
------------------------------------------
The debtor, Wilshire Financial Services Group Inc. seeks
authorization to obtain secured postpetition financing from
Wilshire Real Estate Partnership LP.  The DIP facility will
provide up to $10 million.  The interest rate is a fixed
rate of 12% per annum.


WINDSOR ENERGY: Joint Motion Re: Exclusivity
--------------------------------------------
Rincon Island Limited Partnership and Windsor Energy US
Corporation, the Official Committee of Unsecured Creditors
of Rincon, and Compass Bank file a joint motion stating
that the debtors have informed the Committee and Compass
Bank that they believe that they will receive a written
offer from a potential purchaser to purchase the oil and
gas properties owned by Rincon Island.  The parties agree
that all offers to purchase must be received by the
debtors, the Committee and the bank not later than April 1,
1999 and shall include a $500,000 deposit.  The parties
shall select the highest and best offer on April 1, 1000.  
Any purchase and sale agreement shall be completed and
signed no later than May 1, 1999.  An auction will be
conducted with overbids a minimum of $250,000 in excess of
the highest and best bid.

The parties agree that the exclusivity periods shall
continue and shall terminate automatically only as to the
Committee and the bank upon the first of the following to
occur:
1)No offers to purchase containing the agreed terms are
received by the committee and the bank by April 1; or
2)The failure of the holder of the highest bid to execute
the sale agreement on or before May 1, 1999.

                   *********

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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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