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T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Friday, April 9, 1999, Vol. 3, No. 69

                   Headlines

ADVANCED MEDICAL: Reports Sale of Assets and Plan
AMPACE CORP: Seeks To Retain Auctioneer
BMJ MEDICAL: Ernst & Young Resigns
CEN-COR: Making Final Bankruptcy Distribution
CITYSCAPE FINANCIAL: First Amended Disclosure Statement

CITYSCAPE: Seeks Order Approving Compromise
EDISON BROTHERS: Seeks To Sell Indiana Distribution Center
FABRIC BONANZA: Liquidating 15 Stores
FIRSTPLUS: Bank Tries To Prohibit Use of Cash Collateral
FOOD COURT ENTERTAINMENT: Disclosure Statement and Plan

FPA MEDICAL MANAGEMENT: Confirmation Hearing Set
HAYES: Zoom Telephonics Pays $5.3 Million For Hayes Assets               
HOME HEALTH CORP: US Seeks Relief From Stay
JUST LIKE HOME: Another CEO Leaves
KOKUMIN BANK: Government Putting Bank Under State Control

MID-CONTINENT LIFE: Bidders to Get Peek At Insurer's Books
NATIONAL PHARMACIES: Schnucks Bids For Liquidation Sale
NU-KOTE HOLDING: Sells Modular Ink Technology
PHILIPPINE AIRLINES: Marubeni OK's Restructuring Plan
PHP HEALTHCARE: Debtor Seeks to vote Interest

PHYSICIANS CLINICAL: Top Competitor To Buy Assets
UNITED PETROLEUM: J.H. Cohn Appointed Independent Auditors
WESTMORELAND COAL: Announces Results of Tender Offer
WORLDCORP: Disclosure Statement and Plan
BOND PRICING: For Week Of April 5, 1999

                    *********


ADVANCED MEDICAL: Reports Sale of Assets and Plan
-------------------------------------------------
Advanced Medical Products, Inc. filed a Motion on March 23,
1999 with the United States Bankruptcy Court for the
District of South Carolina, for an order authorizing the
sale of all assets, including equipment, inventory,
accounts receivable, and general intangibles, outside the
ordinary course of business, free and clear of all liens
and encumbrances and other interests, pursuant to 11
U.S.C. Section 363.  The Company will continue to operate
as debtor in possession, pending sale of the assets.

At the same time that Advanced Medical Products, Inc. filed
a Motion for an order authorizing the sale of the assets, a
Plan of Reorganization and a Disclosure Statement were
filed.  A hearing to consider the approval of the
Disclosure Statement shall be held on April 28, 1999.  At a
hearing on the Motion to approve the sale that
has also been set for April 28, 1999, it is expected that
the court shall accept the highest and best bid for the
assets.  

Under the proposed Plan of Reorganization, Biosensor
Corporation, owner of Carolina Medical, Inc., who owns
55.3% of the common stock of Advanced Medical Products,
Inc., has offered to purchase the assets and assume all of
Advanced Medical Product's secured debt of approximately
$440,000.  Biosensor would also assume all payroll,
commission, and undisputed sales tax liabilities of
approximately $65,000 and all customer warranty and service
liabilities of approximately $200,000.  In addition,
Biosensor proposes to pay $50,000 to Advanced Medical
Products, which shall be available to pay administrative
expenses and payments towards third party unsecured
creditor claims totaling approximately $234,000, and
$18,000 in satisfaction of a disputed $90,000 sales tax
claim against Advanced Medical Products.  If successful in
purchasing the assets, Biosensor has also agreed to assume
Advanced Medical Product's lease obligations and would
expect to continue to operate the business at
the present Columbia, South Carolina location.

Advanced Medical Products reported net losses of $373,173
on sales of $694,448 for the quarter ended December 31,
1998 and $448,735 on sales of $1,369,730 for the six months
ended December 31, 1998. Of these loss amounts,
approximately $160,000 was a bad debt reserve adjustment
required at December 31,1998, $130,000 off which
was as a result of Advanced Medical Product's distributor
in Europe, Kontron Instruments Limited headquartered in
England, filing for Administrative Receivership.
  

AMPACE CORP: Seeks To Retain Auctioneer
---------------------------------------
Ampace Corporation and Ampace Freightlines, Inc. seek
authorization to employ and retain Keith Babb & Associates,
Inc. as auctioneer.  The debtors have determined that they
require the services of an auctioneer to sell certain
office furniture and equipment, shop equipment and rolling
stock, from the shutdown of the facility in Monroe,
Louisiana, as well as the Monroe Facility itself.  Babb &
Associates is to receive a 10% buyer's premium with respect
to sales of office furniture and shop equipment and a 6%
commission, payable from the seller's proceeds, with
respect to sale of rolling stock.  In the event that the
Monroe Facility is sold at the auction sale solely through
the brokerage services of Babb & Associates, Babb &
Associates will receive a commission of 4% of the gross
consideration paid for the Monroe Facility.  In the event
that the Monroe Facility is sold through the services of
Babb & Associates in conjunction with a cooperating broker,
Babb & Associates and the other broker will each receive 3%
of the gross consideration paid for the facility.


BMJ MEDICAL: Ernst & Young Resigns
----------------------------------
On March 30, 1999, Ernst & Young LLP resigned as the
independent auditor of BMJ Medical Management, Inc. and its
subsidiaries, effective as of that date.


CEN-COR: Making Final Bankruptcy Distribution
---------------------------------------------          
The Kansas City Star reports on April 7, 1999 that time is
running out for anyone with claims against bankrupt CenCor
Inc. to get in line for payment.

Creditors have until 4 p.m. April 27 to file claims against
the one-time  temporary-services firm in Mission, which
also operated Century Acceptance Corp., day care and other
businesses that were founded by Robert Brozman.

Brozman's death in 1991 led to the discovery that more than
$23 million had been diverted to a secret bank account. The
publicly traded company filed for bankruptcy in 1993, went
through reorganization, shed its major subsidiaries and in
1996 began to liquidate.

The $23 million was recovered, CenCor Vice President Terri
Rinne said Tuesday.  The company announced last week that
its remaining assets were valued at  $10.1 million and that
CenCor expected to make a second and final distribution  
to shareholders in October of $7.55 a share, less
liquidation expenses. The company made an initial
distribution of $5.35 a share in March 1998,  
Rinne said.

Shareholders who accepted an August 1997 tender offer were
paid $8.75 a share. About 8 percent of the outstanding
stock was sold back at the time.  At the time of Brozman's
death, CenCor stock was traded between $9 and $11 a share.
In the wake of the scandal and bankruptcy filing, prices
plummeted to about 50 cents a share. Now traded over the
counter, CenCor stock was at $6.87 a share Tuesday.
(Kansas City Star - 04/07/99)


CITYSCAPE FINANCIAL: First Amended Disclosure Statement
-------------------------------------------------------
Cityscape Financial Corp. and its wholly-owned subsidiary
Cityscape Corp. propose a first amended plan of
reorganization for the resolution of the debtors'
outstanding creditor claims and equity interests.

The designation and treatment of claims and interests is as
follows:

Class 1 - Bank Claims; Unimpaired.

Class 2 - Other Secured Claims; Unimpaired.

Class 3 - Priority Claims; Unimpaired.

Class 4 - Senior Note Claims - Impaired - Estimated
Recovery 18.9%

Class 5 - General Unsecured Claims - Impaired - Estimated
Recovery 14.2%

Class 6 - Subordinated Debenture Claims  - Impaired -
Estimated Recovery 2.7%

Class 7 - Old Debt Securities Claims - Impaired - Estimated
Recovery 0%

Class 8 - Old Series A Preferred Stock - Impaired -
Estimated Recovery - 0%

Class 9 - Old Series A Preferred Stock Securities Claims -
Impaired. Estimated Recovery - 0%

Class 10- Old Series B Preferred Stock - Impaired.
Estimated Recovery 0%

Class 11 - Old Series B Preferred Stock Securities Claims -
Impaired. Estimated Recovery - 0%

Class 12 - Old Cityscape Common Stock - Impaired -
Estimated Recovery 0%

Class 13 - Old Stock Rights - Impaired - Estimated Recovery
0%

Class 14 - Old Cityscape Common Stock and Old Warrant
Securities Claims - Impaired. Estimated Recovery 0%

A hearing will be held for approval of the debtors' First
Amended Joint Disclosure Statement before the Honorable
Adlai S. Hardin, Jr., U.S. Bankruptcy Judge, April 27,
1999, 10:30 AM, US Bankruptcy Court, Southern District of
New York, 300 Quarropas Street, White Plains, New York
10601.


CITYSCAPE: Seeks Order Approving Compromise
-------------------------------------------
Cityscape Financial Corp and Cityscape Corp, debtor, seek a
court order approving a compromise with Mack-Cali Mid-West
Realty Associates LLC.

Pursuant to the compromise the debtors would reject and
terminate its lease with Mack-Cali, covering a 31,000
square foot loan servicing office in Hawthorne, New York
and would enter into a temporary lease to relocate its loan
servicing office.  In exchange the Landlord agrees to
reduce the rent from almost $40,000 per month to
approximately  $8500 per month.


EDISON BROTHERS: Seeks To Sell Indiana Distribution Center
----------------------------------------------------------
Edison Brothers Stores, Inc. and its seven affiliates seek
entry of an order authorizing the debtors to sell the
Indiana Distribution Center and trade fixtures and
equipment thereon to DSL Transportation Services, Inc. for
a purchase price of $6.1 million.  A hearing is scheduled
before the Honorable Mary F. Walrath U.S. Bankruptcy court
for the District of Delaware, on April 29, 1999 at 11:30
AM.


FABRIC BONANZA: Liquidating 15 Stores
-------------------------------------
Newsday reports on April 8, 1999 that citing a declining
number of people making their own clothes and home  
decorations, Fabric Bonanza Inc. officials yesterday said
they were liquidating the chain of 15 cloth, crafts and
notions stores.

Company president Warren McClure said the locations will
close once going-out-of-business sales have been completed
in May. A warehouse in Hicksville has  been shuttered, and
operations are winding down at the adjacent headquarters.

Fabric Bonanza filed for Chapter 11 bankruptcy protection
in December, 1994, blaming a downturn in sewing, and
emerged 14 months later a smaller company.  Fabric Bonanza
decided to shut down in February after its primary bank
withdrew its support and other lenders demanded ownership
in return for financing, said McClure, who joined the
company in 1995.   McClure reported that Fabric Bonanza's
sales totaled $23 million last year and its net worth is
about $2 million. As of January, about 220 people were on
the payroll.

The remnants of Fabric Bonanza will live on as Fabric and
Home Bonanza, according to signs posted in the Douglaston
store, which closed this week for renovations. Said
McClure, "We hope to have more strength in home decor and  
skilled people to help customers."  The locations of the 12
Fabric Bonanza stores on Long Island and in Queens. The
stores in Douglaston and Commack will open soon under a
different name. Baldwin Bay Shore Carle Place Commack New
Hyde Park Lake Grove Levittown  North Babylon Valley Stream
Douglaston Ozone Park Woodside


FIRSTPLUS: Bank Tries To Prohibit Use of Cash Collateral
--------------------------------------------------------
Bank One, Texas, NA, a secured creditor of FirstPlus
Financial, Inc. seeks a court order prohibiting the debtor
from using cash collateral or requiring the debtor to
provide adequate protection and compelling the debtor to
segregate and to account for all cash collateral.

In 1997, Bank One issued a Letter of Credit in the amount
of $3.22 million.  FirstPlus Group is the account party and
owes reimbursement obligations to Bank One in the event the
beneficiary draws on the Letter of Credit.  The debtor
guaranteed the reimbursement obligations of FirstPlus Group
under a guaranty.  Bank One states that its interest in it
cash collateral is not adequately protected because, upon
information and belief, the debtor is or may be using the
cash collateral and there are no unencumbered assets
available to serve as replacement collateral.  Accordingly,
the Bank is requesting that the court prohibit the debtor
from using the cash collateral.


FOOD COURT ENTERTAINMENT: Disclosure Statement and Plan
-------------------------------------------------------
The debtor, Food Court entertainment Network, Inc. was
organized to establish a national television network to
broadcast high quality television programming, under the
trade name "Cafe USA", to large, enclosed shopping mall
food courts throughout the country.    The debtor was able
to place its network in only twenty shopping malls and was
unable to sell any significant advertising time.  The
debtor was unable to attract a suitable investor or
partner.  The debtor entered into a purchase and sale
agreement with Prime Spot Media, Inc., a British Columbia
Company for $450,000. Under the plan, general unsecured
claims and interests are impaired. The debtor estimates
that allowed Class 2 claims will total approximately $1
million.  Holders will ultimately receive between 10% and
15% of their allowed general unsecured claims.  The
Confirmation Hearing is scheduled for April 22, 1999.  


FPA MEDICAL MANAGEMENT: Confirmation Hearing Set
------------------------------------------------       
FPA Medical Management, Inc. (OTC Bulletin Board: FPAMQ)
reported that the hearing to confirm its Second Amended
Joint Plan of Reorganization has been continued to April
21, 1999 at 9:30 a.m.

The Company also announced that at a hearing today, the
Bankruptcy Court approved an increase in debtor-in-
possession (DIP) financing from $50 million  to $55
million.  The DIP lenders, consisting of a group of
the Company's  prepetition lenders led by BankBoston, N.A.,
were today expanded to include  BankAmerica Business
Credit, Inc. and LaSalle National Bank, both of which are  
parties to the February 22, 1999 proposal letter to provide
exit financing upon  the Company's emergence from Chapter
11.  The additional $5 million, which pursuant to the
Court's order will be funded in its entirety to the Company
on  or before April 9, 1999, will be used to fund the
Company's working capital needs into the second quarter of
fiscal year 1999, and will assist the Company in moving
toward confirmation and consummation of its Plan of
Reorganization.   The Company presently expects to exit
Chapter 11 before the end of May 1999.

FPA Medical Management, Inc. and various of its affiliates
and subsidiaries filed petitions under Chapter 11 in the
Bankruptcy Court in Wilmington on July  19, 1998 and
various dates thereafter through August 7, 1998.

FPA Medical Management, Inc. is a national physician
practice management organization that organizes and manages
primary care physician networks to contract with HMOs and
other prepaid insurance plans to provide physician and  
related health care services and provides contract
management support services to hospital emergency
departments.


HAYES: Zoom Telephonics Pays $5.3 Million For Hayes Assets               
----------------------------------------------------------
Newsbytes reports on April 8, 1999 that modem manufacturer
Zoom Telephonics Inc. has announced publicly its  
purchase of assets from bankrupt rival Hayes Corp. of
Norcross, Ga. Zoom paid $5.3 million for Hayes brands,
inventories, the company's Hayes Europe subsidiary, and
testing and development laboratories.

The company said it bought the Hayes, Practical
Peripherals, Accura, Optima, Century 2, and Cardinal brands
and product rights for the United States, Canada, South and
Central America, Europe, and the Middle East.

Zoom -- which was founded in 1977, the same year as Hayes -
- intends to resume building Hayes modems at factories in
China where they had been built for Hayes in the past.
The company said it will actively market a line of products
under the Hayes brand name, while continuing to market its
own Zoom product line.  Zoom Telephonics also said it has
hired several senior members of Hayes' former engineering,
sales, and marketing teams, and is in discussions regarding
the purchase of some other Hayes assets.


HOME HEALTH CORP: US Seeks Relief From Stay
-------------------------------------------
The United States, on behalf of the US Dept. of Health and
Human Services requests that the court lift the automate
stay to permit the US to enforce its rights to make
Medicare payments pursuant to the terms of the debtors'
Medicare provider agreements, including adjustments to such
payments.  Because the debtors have not formally assumed
their provider agreements, the automatic stay blocks
recovery of overpayments made pursuant to separate
transactions.  The US seeks no monetary relief from the
debtors.

Alternatively, the US seeks relief from the automatic stay
to setoff at least $87,000 in payment for pre-petition
services against over $1.5 million of pre-petition debt;
and declaratory relief to the effect that the US is not
obligated to continue performance of its Medicare
reimbursement provider agreements with debtors until such
time as the debtors assume the contracts; or alternatively,
if the U.S. is obligated to perform the provider
agreements, it may do so according to their express terms,
without violating the automatic stay or other  bankruptcy
law.


JUST LIKE HOME: Another CEO Leaves
------------------------------------
The Sarasota Herald-Tribune reports on April 7, 1999 that  
Bradenton's Just Like Home Inc. is on its third chief
executive officer of the year and warned in recent federal
securities filings that legal troubles are straining its
cash resources.

The company announced that Daniel D. Levitan, one of the
founders of Dollar Rent A Car, has stepped down as chief
executive and resigned from his position on Just Like
Home's board of directors.

Levitan was leading a group of investors considering
investing in the assisted-living company. Just Like Home
also said in a filing with the Securities and Exchange  
Commission that it is running out of cash. If it loses a
court battle with an Ohio-based real estate investment
trust  that it has borrowed money from to build its home-
like assisted-living centers, Just Like Home could go out
of business. The trust has threatened to terminate the
company's leases.

Just Like Home is asking the courts to construe the leases
as a financing arrangement subject to Florida laws
regarding mortgage foreclosures. But if the REIT prevails
in court, Just Like Home would essentially be left without
assisted-living centers and said in its SEC filing that
"this would  result in a cessation of business." The
company has four facilities in Bradenton and four others in
Leesburg, Haines City, Lake Wales and Orange City.

A hearing on the company's court case is scheduled for next
week. Just Like Home has said it would like to purchase the
REIT-owned centers, but cautioned in its SEC filing that it
has no financing to do so. The company has designated two
directors to consider "all available options in the event
of  a successful settlement of the REIT litigation,
including sale, merger, new equity investment, and other
financings," the SEC filing said.


KOKUMIN BANK: Government Putting Bank Under State Control
---------------------------------------------------------
Kyodo News reports on April 7, 1999 that the Financial
Supervisory Agency (FSA) will declare next week that
Kokumin Bank, a Tokyo-based second-tier regional bank, has
a 50 billion yen capital deficit, making it possible that
the government will put it under state administration,
agency sources said Thursday.

Should Kokumin Bank fail to convince its affiliated firms
to recapitalize it, the Financial Reconstruction Commission
(FRC), another bank regulator, would invoke a financial-
system revitalization law, perhaps next week, to prevent
the bank's collapse from disrupting the already-feeble
banking system, the sources said.

The bank has pleaded with the group of companies led by
Kokusai Kogyo Co., a bus, transport and leisure company, to
recapitalize it, but it is getting little positive
response, they said.

Kokumin Bank President Yukio Okonogi said, "At this stage,
it is impossible for us to say what amount of capital
resources we should put into our capital base or what
management decision we will make."

The FSA and FRC are looking at either applying a bridge
bank scheme or temporarily nationalizing the bank, the
sources said. If the bridge bank scheme is applied, the FRC
would declare the bank insolvent, send in FRC-appointed
administrators, and make the bank into a bridge bank  whose
management decisions are controlled by the government.

The bridge bank would be allowed to operate for a few years
to give prospective purchasers time to assess the quality
of the bank's loan portfolio.

During the assessment period, the government would seek to
make the bank more attractive to possible buyers by
transferring its bad loans to the state-run Resolution and
Collection Corp.  If the nationalization scheme is adopted,
the government will put the bank under state administration
for a limited time by purchasing all its shares at a price
to be set by a government panel.  This option would also
allow the government to search for a buyer while
transferring a major part of the bank's bad loans to
Resolution and Collection Corp.  Should the bridge bank
scheme be adopted, Kokumin Bank would be the first Japanese
bank made into a bridge bank under the new financial-system
revitalization law that cleared the Diet last October.

Industry analysts say that should inspectors declare more
of these smaller banks insolvent, the development would set
in motion the consolidation of the regional banking
industry on which local businesses depend heavily for
funds.


MID-CONTINENT LIFE: Bidders to Get Peek At Insurer's Books
----------------------------------------------------------                     
The Daily Oklahoman reports on March 31, 1999 that State
Insurance Commissioner Carroll Fisher said Tuesday he will
begin allowing prospective bidders to examine Mid-Continent
Life Insurance Co.'s books on Monday.

Fisher said he remains optimistic about being able to sell
Mid-Continent, Oklahoma's oldest insurer, and protect its
policyholders, employees and its Oklahoma City presence
while finally resolving the legal fight over the  
insurance company's financial health.

Seven companies or individuals, including Oklahoma City-
American Fidelity Assurance and city banker Gene Rainbolt,
have expressed an interest in bidding on Mid-Continent.

Mid-Continent's reserve shortfall stemmed from what proved
to be erroneous assumptions about policy lapse rates and
investment returns used for pricing premiums for its
"extra-life" policy. Fisher said that Mid-Continent turned
a $19 million profit last year.


NATIONAL PHARMACIES: Schnucks Bids For Liquidation Sale
-------------------------------------------------------
The St. Louis Post-Dispatch reports on April 8,1999 that   
Schnuck Markets Inc. has offered to pay $295,000 for the
prescription files of bankrupt National Market and Gibson's
Market stores, according to testimony  Wednesday in U.S.
Bankruptcy Court.

Schnucks, which sold 17 National stores three years ago
after it bought the original National chain in a
consolidation of the local supermarket sector, said its
offer expires Monday. Schnucks also has offered to pay
99.55 percent of the cost of the inventory of the 12
pharmacies.

Officials overseeing the bankruptcy of Family Co. of
America, which owns National and Gibson's, are giving
priority to the sale of the pharmacies because customers
are concerned about their prescription records.

Bankruptcy Judge James J. Barta said federal bankruptcy
laws do not allow an  "insider" such as Schnucks, which
subleases many of the bankrupt company's  stores and is a
creditor, to buy assets without inviting other creditors
into the bidding process. Federal law usually requires a
20-day notice to allow fair bidding for assets, Barta said.
"We have to be extremely careful" about shortening the  
notice period to five days, as Schnucks wants, he said.
"There are a couple of hundred creditors listed."

Lawyers and the liquidator, Paul Lerman of ATEC Inc.,
persuaded Barta to speed up sale of the pharmacies. He
scheduled a hearing at 9:30 a.m. Monday to consider the
Schnucks offer and any others. Lerman testified that
Walgreen offered substantially less than Schnucks. The
other offers Lerman had received were for individual
stores, not for all.

In a related matter, Barta ruled that Kathy Surrat-States,
the trustee who runs Family Co., can continue the
liquidation sale of groceries and accessories
today through 7 p.m. Monday. Surrat-States told the court**
the company had  $171,000 on hand Saturday. After the
stores began selling merchandise at a 25 percent discount
Tuesday, the company had more than $1 million on hand,
Surrat-States told the court.

Surrat-States has said Family Co. has debts of $10 million
and assets of $8 million. The largest secured creditor is
Fleming Cos. of Oklahoma City, the nation's largest food
distributor.


NU-KOTE HOLDING: Sells Modular Ink Technology
---------------------------------------------
Nu-kote Holding, Inc. (OTC Bulletin Board: NKOT) ("Nu-
kote") announced that as part of its ongoing corporate  
restructuring it has sold Modular Ink Technology Stockholm
AB ("MIT"), one of its indirect subsidiaries, to Xaar plc
("XAAR").  The consideration of the sale was $4.7M in cash
and the forgiveness of royalties owed to XAAR of  
approximately $800K.  As part of the transaction Nu-kote
also assigned certain trademarks and rights in a
counterclaim brought against Spectra, Inc. in litigation
which is pending federal district court.  The sale of MIT
is part of Nu-kote's efforts to identify and dispose of
non-core business assets.  


PHILIPPINE AIRLINES: Marubeni OK's Restructuring Plan
-----------------------------------------------------
Marubeni Corp., a major creditor of Philippine Airlines,
has given the nod in principle to the ailing airline's
restructuring plan featuring an injection of 200 million
dollars in fresh capital, it was learned Wednesday.

The major Japanese trading house has expressed its approval
of the plan to the Philippine Securities and Exchange
Commission. PAL, ridden with mounting debts, submitted the
restructuring plan to the commission on March 15.

Marubeni considered conditions in the plan were acceptable
for the company to enter into negotiations on the repayment
of PAL's debt, a company spokesman said.

Marubeni leases two Airbus jets to PAL. But the troubled
carrier has failed to pay leasing fees since last August,
and Marubeni has demanded that PAL return the aircraft.  
(Jiji Press - 04/07/99)


PHP HEALTHCARE: Debtor Seeks to vote Interest
---------------------------------------------
The debtor, PHP Healthcare Corporation seeks approval of
its decisions to vote its 49.7412% interest, and Direct
Primary Care Associates, a wholly owned non-debtor
subsidiary of the debtor, to vote its 50% interest in
Primary Care Associates ("PCA"), and to direct PCA to sell
substantially all of its assets.

PCA desires to sell substantially all of its assets to Dr.
Provato, subject to higher or better bids. PCA is a non-
debtor partnership, in which a debtor holds a partnership
interest.  While not required, the debtor is seeking court
approval out of an abundance of caution.

The asset purchase Agreement with Dr. Provato is for the
sale of substantially all of PCA's assets for $155,000 in
cash plus payment of $60,000 in liabilities.


PHYSICIANS CLINICAL: Top Competitor To Buy Assets
-------------------------------------------------        
The Sacramento Bee reports on April 7, 1999 that nearly all
the assets of financially troubled Physicians Clinical
Laboratory will be purchased by its biggest competitor and
the state's largest provider of medical testing services,
officials announced Tuesday.

Unilab Corp. of Tarzana said it has signed a definitive
agreement to buy $12 million worth of PCL assets, the
majority of which are trade accounts receivable, and its
customer list for one million shares of Unilab stock, $8  
million cash and a $25 million convertible note.  Unilab
also will assume about $4 million in liabilities.  The
transaction is subject to regulatory approvals.

PCL, which has been in Sacramento for more than 35 years
and is the state's second-largest independent medical
testing operation, also has operated under the name Bio-
Cypher since emerging from bankruptcy protection in 1997.

The transaction may well signal the end for PCL, which has
struggled along with other medical testing labs with
insufficient cash flows caused by reduced reimbursements
from managed care operations. Revenue in 1998 was reported
to be $60 million. In recent years, PCL shares have ranged
from about $1.25 a share to 1 cent a share at the end of
1998. Its poor performance forced it from the Nasdaq
SmallCap Market in 1995.


UNITED PETROLEUM: J.H. Cohn Appointed Independent Auditors
----------------------------------------------------------
Effective March 22, 1999, the Board of Directors of United
Petroleum Corporation approved the engagement of J.H. Cohn
LLP as the Company's independent auditors for the fiscal
year ending December 31, 1998, to replace the firm of Reel
and Swafford, PLLC ("Reel & Swafford") who were informed by
the Company, on March 15, 1999, that the Company would seek
new independent auditors.

Reel & Swafford's report for the fiscal year ended December
31, 1997 included an explanatory paragraph stating that the
consolidated financial statements of the Company were
prepared assuming that the Company would continue as a
going concern and that the Company's financial condition
raises substantial doubts about its ability to continue as
a going concern.



WESTMORELAND COAL: Announces Results of Tender Offer
----------------------------------------------------
Westmoreland Coal Company (OTC Bulletin Board: WMCL)
announced the results of its tender offer for up to  
1,052,631 of its 2,300,000 outstanding depositary shares,
each representing one quarter of a share of Series A
Convertible Exchangeable Preferred Stock, at $19.00 per
depositary share.  The tender offer expired at 5:00 pm
April 7, 1999.  1,683,903 depositary shares were tendered
in response to the offer. Westmoreland has accepted for
payment (and thereby purchased) 1,052,631 depositary shares
and paid First Chicago Trust Company of New York, the  
depositary for the tender offer (the "Depositary"),
$19,999,989 in full payment for the shares purchased in the
offer.  Because the number of shares tendered  
exceeded the maximum number of shares offered to be
purchased by the Company, a proration factor of
approximately 62.5% will be applied to all shares
tendered.  As a result, shareholders who tendered shares
can expect to have approximately 62.5% of the shares they
tendered accepted for purchase. Holders of depositary  
shares tendered and accepted will receive payment as soon
as practicable from  the Depositary.  Shares not accepted
due to the proration will be promptly returned to the
holders.

The Company also reported that, because of the one day
extension of the tender offer necessitated by technical
difficulties with the Depository Trust Company's Automated
Tender Offer Program previously reported, the date for  
Westmoreland's shareholders' meeting has been rescheduled
from May 11 to May 12, 1999.  The change in meeting date
was necessary in order to remain in compliance with the
Master Agreement among the Company, certain of its  
subsidiaries, the UMWA Health and Benefit Funds, the UMWA
and the Official Committee of Equity Security Holders,
which facilitated the dismissal of the Company's bankruptcy
case.


WORLDCORP: Disclosure Statement and Plan
----------------------------------------
WorldCorp Inc. is a highly leveraged holding company.  
WorldCorp obtains all of its funds through its 80%ownership
position in WorldCorp Acquisition Corp which in turn owns
approximately 50% of the stock of World Airways inc. and
100% of the stock of The Atlas Companies, Inc. which was
formerly known as Paper Acquisition Corp. and WorldCorp's
approximately 28% ownership in InteliData Technologies
Corporation.

WorldCorp currently has outstanding $5 million in aggregate
principal amount of 10% senior subordinated notes due
September 30, 2000.  WorldCorp also has outstanding $65
million in aggregate principal amount of 7% convertible
subordinated debentures due 2004.

WorldCorp has also guaranteed payment of promissory notes
in the aggregate principal amount of $16 million and an
Earn-Out issued by Acquisition to former owners of stock in
Atlas in connection with the purchase of Atlas by
Acquisition.

WorldCorp has outstanding general unsecured debt in the
amount of $1.36 million including an unsecured claim of
World Airways in the amount of $429,000.

The plan constitutes a plan of reorganization, holders of
claims and interests in Classes 1 (Other Priority
Claims),2(World Airways Secured Loan Claim),3(Miscellaneous
Secured Claims) ,5 (Administrative Convenience Claims) and
9 (Interests) are not impaired.

The claims and interests in each of Class 4(Atlas
Stockholders Secured claims), Class 6(Non-Electing Senior
Subordinated Notes Claims), Class 7(Debenture Claims),
Class 8(General Unsecured Claims), Class 10(Old Warrants),
Class 11 (Sun Options) and Class 12(Electing Senior
Subordinated Notes Claims) are impaired classes under the
plan.


BOND PRICING: For Week Of April 5, 1999
---------------------------------------
DLS Capital Partners, Inc. reports:

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                 11 - 13 (f)
Amer Pad & Paper 13 '05               62 - 64
Amresco 9 7/8 '04                     77 - 79
Asia Pulp & Paper 11 3/4 '05          75 - 76
Boston Chicken 7 3/4 '05               4 - 5 (f)
Brunos 10 1/2 '05                     22 - 23 (f)
Cityscape 12 3/4 '04                  12 - 14 (f)
E & S Holdings 10 3/8 '06             40 - 43
Geneva Steel 11 1/2 '01               20 - 22
Globalstar 11 1/4 '04                 65 - 67
Hechinger 9.45 '12                    23 - 27
Iridium 14 '05                        60 - 62
Loewen 7.20 '03                       46 - 48
Penn Traffic 8 5/8 '03                47 - 50
Planet Hollywood 12 '05               27 - 29 (f)
Service Merchandise 9 '04             23 - 24 (f)
Sunbeam 0 '18                         10 - 11
Trism 10 3/4 '00                      48 - 50
Zenith 6 1/4 '11                      32 - 35


                   *********

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,
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