TCR_Public/990519.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R
     
              Wednesday, May 19, 1999, Vol. 3, No. 96

                          Headlines

AAMES FINANCIAL: Announces Third Quarter Results
ACME METALS INC: Continuing Problems
AMERICAN RICE: Seeks Time To Assume/Reject Leases
BORDEN CHEMICALS & PLASTICS LTD: Experiences Decline in Revenues
BROTHERS GOURMET: Committee Objects To Motion of BGC

CALCOMP TECHNOLOGY INC: Late Filing
CENTENNIAL COAL: Hearing to Approve Sale
CFI MORTGAGE: Seeks To Disband Committee
CHASTAIN CAPITAL CORP: Selling Off Assets to Satisfy Debts
DISCOVERY ZONE: Seeks Authorization for Auction Agreement

EDISON BROTHERS: Announces Agreement To Sell 485 Stores
ELECTRO CATHETER: Files Chapter 11 Petition
ENERGY WEST INC: Reports New Minority Interest
ESSEX CORP: Lagging Use of Expertise Invites Lower Revenues
FINE HOST: Interim Funding Agreement for Defense Expenses

FINE HOST: Reorganized Board of Directors
FRACMASTER: Canadian Judge Rejects Bids for Fracmaster Assets
HOMEPLACE STORES: Commitment Letter With BankBoston
HOSPITAL STAFFING: Trustee's Motion To Hold Lusk in Civil Contempt
INTERACTIVE NETWORK INC: AT&T Assumes Common Stock

INTERNATIONAL META: Trustee Files Motion to Reopen Case
IRIDIUM:  Class Action Update
KCS ENERGY: Reports First Quarter 1999 Results
LAMONTS APPAREL, INC: Announces Annual Meeting
LOEHMANN'S: Files Chapter 11

MANHATTAN BAGEL: Conway Appointed Trustee For Trust
MESA AIR GROUP INC: Reports Improved Bottom Line
MOSSIMO, INC.: Reports $1.5 Million First Quarter Loss
NEXTWAVE: Scores Victory In License Suit Against FCC
NU-KOTE HOLDING: Hearing on Disclosure Statement

PARTY WORLD: Status Report
PLANET HOLLYWOOD INTERNATIONAL INC: Facing Losses, Defaults
PLUMA INC: Files Chapter 11 Bankruptcy
POWER DESIGNS: Order Approves Agreement With AICCO
PRANDIUM INC: Former Koo Koo Roo Enterprises, Sales Up, Profits Down

SA TELECOMMUNICATIONS: Disclosure statement and Liquidating Plan
SPECIALTY CARE: Announces First Quarter Results
STRATOSPHERE CORP: Profits Up Slightly
THE SCORE BOARD: Committee Seeks To Pursue Causes of Action
THORN APPLE VALLEY: Responds To Ford Motor Credit's Motion to Compel

UNITED COMPANIES FINANCIAL CORP: Decries Internet "Misinformation"
USCI INC: Preferred Stock to Become Common Stock

                        *********

AAMES FINANCIAL: Announces Third Quarter Results
------------------------------------------------
Aames Financial Corporation (NYSE:AAM), a leader in subprime home
equity lending,  reported a net loss of $(36.0) million, or $(1.16)
per share diluted, for the three months ended March 31, 1999,
compared to restated net income of $2.0 million, or $0.07 per share
diluted, for the three months ended March 31, 1998. Contributing to
the loss was $15.1 million in pre-tax operating losses and $37.0
million for a one-time charge related to the Company's  
servicing advances. The net loss for the nine month period ended
March 31, 1999 was $(234) million, or $(7.55) per share diluted,
compared to restated net income of $21.1 million, or $0.68 per share
diluted, for the nine months ended March 31, 1998. Net income for
the nine-month period ended March 31, 1999 included the impact of
the $191.6 million valuation adjustment to the Company's
interest-only strip recorded in the quarter ended December 31, 1998.

Neil B. Kornswiet, Aames' president, stated, "Further contributing
to the decrease in total revenue was a 29.6 percent decrease in
total loan production  during the quarter to $401.7 million from
$570.9 million during the three month  period ended March 31, 1998,
reflecting a combination of the Company's limited  warehouse
capability in the first half of the quarter, and price and  
underwriting changes implemented in the second fiscal quarter to
permit the  Company to access the whole loan market and stay within
its liquidity  constraints."

He added, "The Company's core operations, retail and broker,
decreased 4.6 percent to $382.5 million for the quarter from $400.8
million for the same quarter in 1998. Retail originations for the
quarter were $156.1 million, compared to $165 million for the same
period in 1998. Origination volume for the broker network declined
to $226.4 million for the quarter, compared to $235.8 million for
the quarter ended March 31, 1998. Correspondent purchases  
were $19.3 million, compared to $170.1 million for the prior year's
quarter, reflecting changes implemented by the Company in response
to the liquidity constraints and an emphasis on core operation loan
origination."

Mr. Kornswiet said that total loan production for the nine months
ended March  31, 1999 declined 1.9 percent to $1.68 billion from
$1.7 billion for the nine  months ended March 31, 1998.


ACME METALS INC: Continuing Problems
------------------------------------
Acme Metals has filed financial statements indicating continuing
losses for the company.  Acme itself sustained a $17,809 loss, and
its guarantor subsidiary a $16,813 loss for the first quarter 1999.  
Acme and its subsidiaries, on September 28, 1998 filed for chapter
11 bankruptcy protection.  To date no reorganization plan has been
submitted to the Court by Acme but the Bankruptcy Court has granted
Acme's request to extend its exclusive right to file a plan through
July 26, 1999.  The Chapter 11 proceedings raise substantial doubt
about the company's ability to continue as a going-concern.
The company states that though the Board of Directors strives to
maximize shareholder value, a plan of reorganization could, among
other things, result in material dilution of the equity of existing
shareholders of the Company as a result of the issuance of equity to
creditors or new investors.


AMERICAN RICE: Seeks Time To Assume/Reject Leases
-------------------------------------------------
The debtor, American Rice Inc. seek to further extend the time
wherein the debtor may assume or reject unexpired nonresidential
real property leases until July 31, 1999.

The debtor is currently a party under eight leases.  The debtor
recently obtained court approval of a disclosure statement in
support of its plan of reorganization.  The hearing on plan
confirmation has been scheduled for June 16, 1999.  The debtor
requests that the court further extend the deadline for making its
decision concerning assumption or rejection of the leases until
after plan confirmation.  This will avoid the estate's potentially
incurring termination liability as an administrative expense befoe
the debtor's restructuring with its lien holders under the plan has
been approved.


BORDEN CHEMICALS & PLASTICS LTD: Experiences Decline in Revenues
----------------------------------------------------------------
In accord with SEC financial statements filing requirements Borden
Chemicals & Plastics has reported revenues during the first quarter
of 1999 decreased $38.1 million or 25% to $115.4 million from $153.5
million in the first quarter of 1998. This decrease, the company
states, was the result of a $23.0 million decrease in PVC polymers
products revenues, a $16.1 million decrease in methanol and
derivatives revenues and a $1.0 million increase in nitrogen
products revenues.

Net loss for the first quarter of 1999 was $5.7 million compared to
an $8.3 million loss for the first quarter of 1998.  The primary
reasons cited for the $2.6 million improvement were raw material
decreases and improved production efficiencies being able to offset
an 18% decrease in selling prices.


BROTHERS GOURMET: Committee Objects To Motion of BGC
----------------------------------------------------
The Official Committee of Unsecured Creditors objects to the motion
of BGC Acquisition Corp. to enforce an order approving proposed
bidding procedures with respect to the sale of the debtors' business
and approving certain terms of stock purchase agreement.

BGC seeks court approval of $550,000 in breakup and due diligence
fees. The Committee states that "BGC's antics do not come as a
surprise, rather they simply follow a long line of deceptive conduct
by BGC in this case."  

The Committee states that the debtors were lured into selecting BGC
as the stalking horse bidder despite a materially higher offer.  BGC
agreed that it would provide the debtors with evidence of its
wherewithal to consummate the transaction by January 12, 1999, which
it did not do.

The Committee objects to approval of Breakup Fees because, among
other reasons, "neither BGC, Mr. Griffith, nor Mr. McBride have
provided the debtors with financing commitments for the proposed
transaction.  Although the debtors received certain materials, they
did not demonstrate the Buyers' ability to consummate the
transaction.  The Committee states that it is clear that BGC did not
satisfy conditions for payment fo the Break-up Fee or the Due
Diligence Fee, and the Committee requests that the court deny BGC's
motion for same.


CALCOMP TECHNOLOGY INC: Late Filing
-----------------------------------
As a result of Calcomp Technology's adoption of a plan of orderly
shutdown and liquidation of operations which was announced on
January 15, 1999, Calcomp has converted its financial statements to
the liquidation basis of accounting whereby assets and liabilities
are stated at estimated fair values in liquidation.  As a result
timely filing of their financial statements has been delayed.  
Additional resources in the form of outside experts and consultants
have been engaged by the company to assist it with the preparation
of its consolidated financial statements to ensure their
accuracy and completeness. The company expects to complete their
consolidated financial statements for the quarterly period ended
March 28, 1999 and file its Quarterly Report on or before May 17,
1999.


CENTENNIAL COAL: Hearing to Approve Sale
----------------------------------------
Centennial Coal, Inc., Centennial Resources, Inc., CR Mining Company
and B-Four, Inc. seek authority to sell substantially all of their
assets to Western Mining & Investments LLC.  The purchase price is
$9.2 million plus a promissory note in the amount of $3 million.  
Among the assets being sold are numerous executory contracts and
unexpired leases. The debtors submit that they do not have the
resources to continue to operate their businesses on a stand-alone
basis, as demonstrated by their current status of operations and the
fact that the debtors' post-petition financing is nearly exhausted.  
The debtors believe that the prompt transfer of the assets to a
third party is critical if the value of the assets is to be
preserved. A hearing on the motion is presently scheduled for May
21, 1999 at 1:00 PM.


CFI MORTGAGE: Seeks To Disband Committee
----------------------------------------
CFI Mortgage, Inc., seeks entry of a court order disbanding the
Committee of Creditors holding unsecured claims that was appointed
by the US Trustee's office.  The debtor states that one of the
Committee members, U.S. Property & Appraisal Services Corporation is
not a bona fide creditor of the debtor and that the debtor is not
indebted to US Property.


CHASTAIN CAPITAL CORP: Selling Off Assets to Satisfy Debts
----------------------------------------------------------
Chastain Capital, a REIT, while showing a gain of $1,068,825 before
consideration of losses sustained on sales of assets (CMBS, mortgage
loans and real estate)shows a first quarter 1999 loss of $1,594,800.  
The Board of Directors of Chastain earlier made the decision to sell
off assets in order to meet the company's debt obligations.  In
connection with the Chastain decision to discontinue its initial
investment strategies, the company also decided to sell its real
estate investments and accordingly, at March 31, 1999, the company's
real estate investment is classified as held for sale. The company
expects to dispose of the real estate in 1999. The real estate
investment was written down to market value less estimated
selling costs in 1998.

On March 25, 1999, Chastain sold its Bryarwood 85 real estate
investment for $3.8 million. Primarily due to the buyer's assumption
of tenant improvement liabilities, net cash proceeds were
$2,881,543, resulting in a realized loss of $262,392 of which
$257,797 was reported in 1998.  Revenue totaled $3,450,342 for the
period ended March 31, 1999. For the three months ended March 31,
1999, rental income consisted of two real estate investments. The
real estate investments include a retail property in Stockton,
California and an office building in Atlanta, Georgia. The office
building was sold on March 25, 1999.


DISCOVERY ZONE: Seeks Authorization for Auction Agreement
---------------------------------------------------------
The debtor, Discovery Zone, Inc. and its affiliates seek entry of an
order authorizing the debtors to enter into an auction agreement
with Hilco/Great American Trading Co. and Garcel, Inc. and
authorization for the sale and liquidation of certain property.

In consideration for its services, Hilco/Great American shall
receive a commission of 10% of gross proceeds of sale of any assets
subject to the agreement.  Hilco/Great American will also collect a
ten percent "buyer's premium" from any purchaser which shall be
subject to rebate to the debtors depending upon the total level of
sale proceeds.


EDISON BROTHERS: Announces Agreement To Sell 485 Stores
-------------------------------------------------------
Edison Brothers Stores, which filed for Chapter 11 bankruptcy
protection on March 9, has signed agreements and will request
bankruptcy court approval for two sales involving most of the stores
in its JW/Jeans West, Coda and 5-7-9 apparel chains.  The company
has also pulled its Bakers footwear stores from a previously filed
request for court approval to liquidate the chain, based on the
expectation that it will soon reach an agreement to sell that chain.

Under the terms of an agreement signed today, Edison would sell a
total of 285 stores to Coda Acquisition Group, a private company,
for $10.3 million. The sale would include 263 of the more than 350
JW/Jeans West and Coda stores, which target young, urban males, as
well as 22 stores in Edison's Riggings menswear chain, which began
liquidation sales on April 30.  The sale also includes all of the
merchandise inventory of JW/Jeans West and Coda stores.

Edison also signed an agreement to sell approximately 200 of the 250
stores in its 5-7-9 junior apparel chain for $13.7 million to The
New 5-7-9 and Beyond, Inc., a private company and subsidiary of
A.I.J.J. Enterprises, Inc., commonly known as Rainbow Apparel, of
Brooklyn, N.Y.

All arrangements are subject to court approval at a later date.
Edison also has  amended a previous filing seeking approval to
liquidate the JW/Jeans West, Coda  and 5-7-9 chains so as to include
only the approximately 40 stores now  operating as 5-7-9 that are
not part of the sales agreements.  If a liquidation bid for those
stores from Gordon Brothers Retail Partners LLC is approved by  
the bankruptcy court, clearance sales should start later this week.

Edison had previously signed a definitive agreement to sell its Repp
Ltd Big & Tall menswear stores and Repp By Mail catalog operations
to J. Baker for approximately $31.7 million, and has announced plans
to sell its Princeton, Ind. distribution center for $6.1 million.  A
second distribution center in Washington, Mo. will be closed by mid-
July and is currently for sale.  The company is also in the process
of liquidating most of its Wild Pair footwear stores and Riggings
menswear chain.

Edison Brothers Stores Inc. operates Bakers and Wild Pair footwear
stores; 5-7-9 junior apparel stores; Riggings, JW, Coda and Repp
Ltd. Big & Tall menswear stores; and Repp By Mail men's catalog.  
The company has nearly 1,500 stores in the United States, Canada,
Puerto Rico and the Virgin Islands.  


ELECTRO CATHETER: Files Chapter 11 Petition
--------------------------------------------                 
Electro-Catheter Corporation announced today that it has sought
protection pursuant to the provisions of Chapter 11 of the Federal
Bankruptcy Code.

The Chapter 11 proceeding was filed in the United States Bankruptcy
Court for the District of New Jersey in Trenton, New Jersey on May
14, 1999. Ravin, Greenberg & Marks, P.A. of Roseland, New Jersey is
representing the Company in its Chapter 11 proceeding.

On May 13, 1999, Electro-Catheter Corporation suspended the
production of catheters until further notice. The Company continues
to ship catheters from its inventory.  Electro-Catheter Corporation
designs, develops, manufactures and markets a broad line of
catheters and catheter-related products utilized in connection with
the diagnosis and treatment of illnesses of the heart and
circulatory systems.

Electro-Catheter Corporation stock is traded on the OTC Bulletin
Board under the symbol ECTH.


ENERGY WEST INC: Reports New Minority Interest
----------------------------------------------
Energy West reports that Turkey Vulture Fund XIII, Ltd., an Ohio
limited liability company, has acquired a minority interest in
Energy West for the purpose of investment. Purchase of 122,700
shares, or 5.1% of the outstanding shares of the corporations common
stock, was made for an aggregate price of approximately $1.1
million.  The principal business of the Turkey Vulture Fund is to
acquire, hold, sell or otherwise invest in all types of securities
and other instruments.   


ESSEX CORP: Lagging Use of Expertise Invites Lower Revenues
-----------------------------------------------------------
Essex Corp. recorded a first quarter 1999 loss of $149,327 on
revenues of $965,762. The company has incurred losses over the last
decade, primarily due to the development and marketing of its
optoelectronics products and services.  Essex has invested  
substantial  sums in  developing  its line of patented
optoelectronic processors.  These exceedingly high-speed
computational engines combine the power of laser  optics and
semiconductor  chips.  They develop images  from  radar  signals,
medical  magnetic  resonance  (MRI) equipment, ultrasound equipment
and the company's laser holographic Virtual Lens Microscope.  
Although the company has sold a few pre-production units to the U.S.
Defense community, it has not yet succeeded in commercializing these
products.

Essex' revenues are heavily made up from contract work it is doing
for Motorola. Over 70% of the first quarter '99 revenues came from
this source.  Essex is engaged in working on Motorolas cellular
satellite communications system.  In addition, Essex has recently
begun work on two subcontracts under U.S. Government contractors.  
The company is optimistic that increased use of its technological
expertise will bring it to profitability.


FINE HOST: Interim Funding Agreement for Defense Expenses
---------------------------------------------------------
Fine Host Corporation seeks entry of an order authorizing and
approving an interim funding agreement for defense expenses relating
to its D&O Liability Insurance.  Fine Host purchased Directors and
Officers Liability Insurance issued by Executive Risk Specialty
Insurance Company ("ERSIC").  The policy provides certain coverage
to the present and former officers and directors of Fine Host and
provides for certain reimbursement to Fine Host for indemnification
of such directors and officers.  The policy will pay legal fees and
expenses in defense of a claim up to $10 million. Certain of the
defense expenses of Fine Host are not covered by the term of the
policy.

Fine Host requested that ERSIC provide interim payment of defense
expenses in connection with certain lawsuits naming individual
defendants and in response to an SEC investigation and in response
to the de-listing action by Nasdaq.  Fine Host and ERSIC negotiated
an interim funding agreement, and Fine Host now seeks court approval
of such agreement.  The Interim Funding Agreement will allow Fine
Host to obtain reimbursement from ERSIC promptly.


FINE HOST: Reorganized Board of Directors
-----------------------------------------
Pursuant to the terms of the second amended plan of reorganization
for the debtor, Fine Host Corporation, the Ad Hoc Committee
designates the following individuals to serve on the Reorganized
Fine Host Board of Directors and the Litigation Trust Board:

Reorganized Fine Host Board of Directors:
Ross Margolies, Salomon & Smith Barney
Jeffrey Aronson, Angelo Gordon & Co.
Jed Hart, Angelo Gordon & Co.
Jeffrey Altman, Franklin Mutual Advisors
Norman Haberman, Fine Host Corporation (Current Director)

Litigation Trust Board
Timothy T. Brock, Esq. Satterlee Stephens Burke & Burke LLP


FRACMASTER: Canadian Judge Rejects Bids for Fracmaster Assets
-------------------------------------------------------------
Alberta Judge Marina Paperny rejected bids in a three-way race for
Calgary-based Fracmaster Ltd., stating that none of the bids offered
enough return to unsecured creditors and shareholders under the
"terms and spirit" of the Canadian bankruptcy laws, according to
Reuters. She also placed the company into receivership, and directed
receiver Arthur Andersen to present a new process by Friday for
auctioning off the North American energy service and Russian oil-
producing company. UTI Energy Corp., former Fracmaster chair Alfred
Balm's Janus Corp. group, and Calfrac, led by a former Fracmaster
president, all had bid for the company and now will consider whether
to resubmit bids or develop new offers. Fracmaster, which provides
high-tech oil field services in North America, is best known for its
oil production joint ventures in Russia. The company sought
protection from creditors as the Russian economy and oil industry
faced downturns last year. Arthur Andersen said Fracmaster will
likely be sold as a company, not various assets.
(ABI 18-May-99)


HOMEPLACE STORES: Commitment Letter With BankBoston
---------------------------------------------------
HomePlace Stores, Inc. and three corporate affiliates seek authority
to enter into a Commitment Letter with BankBoson Retail Finance Inc.
and pay fees thereunder.  As of May 7, 1999, approximately $64
million in indebtedness (including outstanding but undrawn letters
of credit) was due and owing by the HomePlace Group to BankBoston
under the BankBoston DIP Facility.

BankBoston has agreed to make loans and arrange for other financial
institutions to make loans to the New HomePlace Group upon its
emergence from Chapter 11 on the terms and conditions set forth in
that certain Commitment Letter among the HomePlace Group, Waccamaw
and BankBankBoston dated May 6, 1999(the "Commitment Letter")

The material terms of the proposed Exit facility are as follows:

The senior secured credit facility will be provided in two separate
tranches:
A senior revolving credit facility in an amount not to exceed $200
million with a $25 million sub-limit for the issuance of standby and
documentary letters of credit.  And a subfacility in an amount not
to exedd $15 million subject to reductions. HomePlace Group and
Waccamaw must pay an upfront fee in the amount of $500,000 and
$100,000 to cover fees (Legal Deposit).  HomePlace seeks court
authority to enter into the Commitment Letter and pay the upfront
fees, which are a condition precedent to receiving the exit
facility.


HOSPITAL STAFFING: Trustee's Motion To Hold Lusk in Civil Contempt
------------------------------------------------------------------
Kenneth A. Welt, Trustee, seeks an order holding Ron Lusk in civil
contempt of court for failure to comply with the court's agreed
order to return records and personal property removed from the
estate.

A hearing will be held on June 15, 1999 at U.S. Courthouse Room 308,
299 East Broward Boulevard, Fort Lauderdale, Florida.


INTERACTIVE NETWORK INC: AT&T Assumes Common Stock
--------------------------------------------------
All beneficial ownership of the Common Stock, no par value, of
Interactive Network Inc. was recently announced by Tele-
Comunications, Inc., ("TCI") as being owned by them.   On March 9,
1999, TCI became a wholly-owned subsidiary of AT&T Corp., due to
merger of an AT&T subsidiary with and into TCI.  In connection with
the AT&T merger, AT&T assumed beneficial ownership
of the Common Stock.  AT&T has assumed the reporting duties of the
Common Stock.


INTERNATIONAL META: Trustee Files Motion to Reopen Case
-------------------------------------------------------
Randolph N. Osherow, the Chapter 7 trustee of the bankruptcy estate
of International Meta Systems, Inc. files his motion to reopen the
Chapter 7 case.  IPIQ Corporation objected to a notice of
abandonment of personal property.  The court then ordered that the
pre-petition transfer claim against Tech Search may not be abandoned
and therefore, said claim remains an asset fo this bankruptcy
estate.  The trustee believes it would be in the best interest of
the estate if the no asset report be withdrawn and that the case be
reopened to administer said cause of action.


IRIDIUM:  Class Action Update
-----------------------------
On April 22, 1999, Finkelstein, Thompson & Loughran filed a
securities fraud class action lawsuit against Iridium  
World Communications, Ltd. in the United States District Court for
the District of Columbia, on behalf of shareholders who purchased
Iridium stock between September 9, 1998 and March 29, 1999 (the
"Class Period").  On April 27, 1999, Finkelstein, Thompson &  
Loughran filed a second class action Complaint against Iridium, on
behalf of purchasers of any Iridium securities (including bonds,
notes and warrants issued by Iridium or Iridium's subsidiaries,
Iridium LLC and Iridium Operating LLC) during the Class Period.

Both Complaints charge Iridium, Motorola, Inc. ("Motorola") and
certain officers and directors of Iridium with violations of the
federal securities laws and regulations of the United States. Each
alleges that, during the Class Period, defendants issued false and
misleading statements and failed to disclose material facts
concerning the Iridium System, including misrepresentations and
omissions concerning the capabilities of the System, the timing of
"commercial availability", certain revenue targets, and the
Company's ability to meet certain covenants with its lenders.  The
suits further charge that Iridium insiders sold over $1.5 million in
stock during February 1999, and that certain defendants sold over
$250 million of Iridium stock during a  January 1999 public
offering.

The Company's fraudulent practices were disclosed on March 29, 1999
when, for the first time, the Company disclosed that it would not
meet its necessary subscriber numbers and that, as a direct
consequence, the Company would not be able to satisfy certain
Secured Credit Facility covenants. Continuing news developments have
underscored the problems Iridium faced throughout the Class Period,
but failed to disclose accurately.  These developments include the
resignation of Edward Staiano as the Company's CEO, and the
publication of news articles in The Wall Street Journal and
TheStreet.com which provide strong anecdotal evidence that the
Iridium System fails to perform in a commercially acceptable manner.  
Most recently, on May 13, 1999, Iridium announced that it does not
expect to meet Secured Credit Facility covenants which require the
Company to have at least 27,000 subscribers by May 31, 1999, and
that the Company is exploring means to restructure its indebtedness.


KCS ENERGY: Reports First Quarter 1999 Results
----------------------------------------------
KCS Energy, Inc. (NYSE: KCS) today announced  financial and
operating results for the first quarter ended March 31, 1999.                          
Financial Highlights ($ thousands  except per share)                                                 
         
                                   3 mos. 1999    3 mos. 1998     

Revenue                                $33,005        $31,309     
Net Loss                               $(1,918)         $(140)     
Loss Per Share                         $(0.07)        $(0.00)     

KCS Energy reported operating income of $7.9 million for the first
quarter of 1999, compared to $7.6 million for the comparable 1998
period.  The net loss for the quarter was $1.9 million, or $0.07 per
share, compared to a net loss of $0.1 million, or $0.00 per share,
for the same period in 1998.   EBITDA was $22.1 million for the  
first quarter of 1999, compared to $20.5 million in the same period
last year,  while cash flow before changes in working capital was
$12.8 million, or $0.44  per share. Total revenue for the quarter
was $33.0 million, a 5% increase compared to $31.3 million for the
1998 quarter, as increased production and hedging gains more than
offset the dramatic decrease in commodity prices.

Commenting on the Company's first quarter 1999 performance, KCS
President and Chief Executive Officer James W. Christmas said,
"Production increased 25% to  17.1 billion cubic feet equivalent
(Bcfe), compared to 13.7 Bcfe in the 1998  first quarter.  
Approximately 2.0 Bcf of the increase is due to makeup volumes under
the Company's Volumetric Production Payment (VPP) Program, which
were not delivered as scheduled in August-October 1998 on account of
weather conditions."  Without the makeup of VPP volumes, production
would have been approximately 170 MMcfe per day.  All significant
VPP makeup volumes have now been received and KCS expects volumes
for the remainder of 1999 to decline gradually (from levels without
makeup volumes) as the Company reduces capital investments and
divests noncore properties to allow additional debt paydown. Oil and
gas prices continued the precipitous decline that began in late
1997.   

Average gas sales prices for the quarter declined 19% to $1.71 per
Mcf from  $2.11 in last year's quarter and average oil prices
declined 25% to $9.94 per  barrel of oil from $13.23 last year.  
Hedging gains on gas production for the quarter added $3.3 million,
or $0.22 per Mcf.    

Forbearance Agreements

KCS is currently negotiating forbearance agreements with respect to
each of its bank credit facilities.  Under the proposed forbearance
agreements, which would expire on June 30, 1999, the lenders would
defer redetermination of the borrowing base until July 1, 1999 and
would refrain from exercising their rights and remedies as a result
of the existing defaults until  June 30, 1999.  The proposed
forbearance agreements would require minimum monthly principal
payments and require additional payments of principal based on
operating cash flow and upon the sale of any of the Company's oil
and gas  properties between the time the agreements are entered into
and June 30, 1999.  There can be no assurance that these proposed
forbearance arrangements will be  entered into and even if they are,
upon termination of the forbearance  agreements, the defaults under
the credit agreements shall automatically become  events of default.  
The lenders will be able to exercise their rights under the credit
agreements, including declaring the principal balances immediately
due and payable.  If this should occur, the Company would be unable
to pay the amount due in cash, although the Company believes the
lenders are fully secured; and the holders of the Company's senior
notes and senior subordinated notes would have the right to declare
the principal amount of the notes ($275 million) immediately due and
payable.  The lenders have also indicated their intention at some
time in the near future to reduce the borrowing base under the
revolving bank credit facilities.  Any reduction in the borrowing
base would necessitate additional repayment of principal, and these
payments would have a negative impact on cash availability.  As a
result of these factors, there is substantial doubt about the
Company's ability to continue as a going concern.     

Cost-Reduction Initiatives in Place  "Our focus on cost-reduction
initiatives is beginning to be seen in the financials," Mr.
Christmas said.  "Lease operating costs declined  $460,000 from the
fourth quarter, or approximately 6%. General and  administrative
costs declined 12% from the fourth quarter prior to nonrecurring  
charges of approximately $700,000 primarily related to office
closing charges. Absent these one-time expenses, general and
administrative expenses were  modestly lower compared to last year,"
he said.  To improve its financial situation through 1999, the
Company has reduced planned capital expenditures; planned property
sales which are expected to raise cash proceeds of $25  million;
significantly reduced its Rocky Mountains workforce; closed its New  
Jersey corporate office and transferred all functions to its
Houston, Texas,  facility; suspended the dividend; and frozen senior
management salaries for  1999.  Additionally, the Company has
engaged a financial advisor to explore strategic alternatives for
financing its future activities.  Also, the Company intends to form
partnerships with third-party investors to fund a large portion  of
the VPP program.     

Update on Operations   Total crude oil and natural gas production in
the first quarter, including the VPP makeup volumes, increased
approximately 7% over fourth  quarter production to 17.1 Bcfe, or
190 MMcfe per day.  Gas production accounted for 86% of equivalent
volumes.  For the first quarter in 1998, the Company produced 13.7
Bcfe, or 151 MMcfe per day. "As part of its cost-reduction
initiatives, the Company significantly reduced its capital program
in the first quarter to $9.2 million, with eight wells drilled
during the quarter.  We have a clear vision of our future
operational strategy," stated William N. Hahne, Senior Vice
President and Chief Operating Officer.  "Even though we are
operating under a reduced capital budget, we are continuing to
search out and find exciting opportunities to expand our  
investments in the core areas of the Mid-Continent and Onshore Gulf
Coast  regions.  We expect to see an increased level of drilling as
well as meaningful divestiture activity during the next two
quarters." The most significant new discovery was the Edwards 2-19
well drilled in an overturned Springer Play in Kiowa County, Okla.  
This well, in which KCS has a 25% working interest, tested two
individual zones, each at rates in excess of 4  MMcf per day and
will be commingled and placed on production within the next  few
weeks.  An offset location is drilling and additional locations have
been identified. KCS is an independent energy company engaged in the
acquisition, exploration, development and production of natural gas
and crude oil with operations in the  Mid-Continent, Onshore Gulf
Coast, Gulf of Mexico and Rocky Mountains regions.


LAMONTS APPAREL, INC: Announces Annual Meeting
----------------------------------------------
The Annual Meeting of Stockholders of Lamonts Apparel, Inc. will be
held on July 9, 1999 at 10:00 a.m. The meeting will convene to elect
five directors to hold office until the next annual meeting of
stockholders and until their successors are duly elected and
qualified; to approve an Amendment to the Company's Certificate of
Incorporation eliminating the prohibition against the issuance of
nonvoting equity securities, and to approve certain
amendments to Lamonts Apparel, Inc. 1998 Stock Option.


LOEHMANN'S: Files Chapter 11
----------------------------
Loehmann's Inc., the speciality retailer, says it has filed a
voluntary petition to reorganize under Chapter 11 of the
Bankruptcy Code.

Under Chapter 11, the retailer will continue to operate its business
under court protection from creditors, while seeking to work out a
plan of reorganization.

The petition was filed in the U.S. Bankruptcy Court for the District
of Delaware.

Loehmann's, which operates 69 stores, says it has secured $75
million of debtor-in-possession financing from Congress Financial,
subject to Bankruptcy Court approval. The Company believes that such
financing should provide it with adequate funding throughout the
reorganization period.

The company determined that in light of its sales, gross margin and
earnings levels in April, especially results for the latter part of
the month which were significantly below plan, there was substantial
risk that the company would be unable to secure sufficient trade
credit for the second half of the fiscal year.

Loehmann's said it determined that seeking a Chapter 11 filing at
this time was in its best interests.

Robert N. Friedman, chairman and CEO, said, ``The decision to file
for Chapter 11, while difficult, represents the most viable option
for restructuring our Company. Over the past 18 months, we have
implemented several strategic initiatives including a more
diversified merchandise mix, an aggressive marketing campaign and
improved operating efficiencies.

"While we believe these strategies were the appropriate course of
action, they have yet to mature and generate the expected financial
returns. The Chapter 11 filing will provide additional time to build
on these efforts and to take the  steps necessary to ensure a strong
future for Loehmann's," he added.

The company noted the Chapter 11 filing should not have an impact on
its day-to-day operations.


MANHATTAN BAGEL: Conway Appointed Trustee For Trust
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered an
order appointing Donald F. Conway as Trustee to Manhattan Bagel
Unsecured Creditor Trust.


MESA AIR GROUP INC: Reports Improved Bottom Line
-------------------------------------------------
Mesa Air reports a net profit in the first quarter of 1999 of $2,906
(reported in thousands). During the past twelve months, significant
changes have occurred at Mesa. In May 1998, Mesa and its WestAir
subsidiary ceased all operations as United Express, which reportedly
resulted in a loss of approximately 45% of Mesa's consolidated
revenue and 89 excess aircraft. Mesa successfully redeployed and
disposed of almost all of the excess aircraft. In addition, Mesa
acquired an additional 9 Canadair Regional Jets since March 1998.
All of the 24 regional jets which Mesa currently operates
fly under fee per departure contracts with US Airways and America
WMesa and CCAIR, Inc., a regional airline based in Charlotte, North
Carolina.  The airlines executed a definitive purchase agreement
dated as of January 28, 1999, whereby CCAIR will become a wholly-
owned subsidiary of Mesa. The transaction is valued at approximately
$54 million and is intended to be accounted for as a pooling of
interests. Notwithstanding the above, operating revenues decreased
by $41.7 million to $77.9 million in the quarter ended March 31,
1999, from $119.6 million in the quarter ended March 31, 1998.  The
revenue decrease was primarily due to a 46.5% decrease in passengers
carried. The decrease in ASM's and passengers carried is said
to be attributable to the discontinuation of the Company's United
Airlines Express operations.


MOSSIMO, INC.: Reports $1.5 Million First Quarter Loss
------------------------------------------------------
Mossimo, Inc., reports a $1.55 million net loss for the first
quarter 1999.   Net sales decreased to $8.3 million during the first
quarter of 1999 from $14.4 million in the corresponding quarter in
1998.  The decrease in net sales was said to be primarily due to a
25% decline in men's sales and a 34% decline in women's sales.  
Gross profit decreased to $2.0 million during the first quarter of
1999 from $3.7 million in the corresponding quarter in 1998.The
decrease resulted primarily from an increase in sales of prior
season inventory to discount channels.


NEXTWAVE: Scores Victory In License Suit Against FCC
----------------------------------------------------
The court in NextWave Personal Communications Inc.'s lawsuit against
the Federal Communications Commission concluded that reasonably
equivalent value was not exchanged when the FCC granted the company
63 C-Block wireless communications licenses in early 1997. As a
result, the court ruled that over $3.7 billion in transfers to the
FCC rendered NextWave insolvent and were therefore subject to
avoidance. However, the court stopped short of deciding upon a final
solution in the case concluding that the court would conduct a
further hearing to consider the question of remedy. As reported,
shortly after filing for chapter 11 bankruptcy protection, NextWave
sued the FCC for breach of contract and fraudulent
conveyance.  (The Daily Bankruptcy Review and ABI Copyright c May
18, 1999)


NU-KOTE HOLDING: Hearing on Disclosure Statement
------------------------------------------------
A hearing to consider approval of the Disclosure Statement is set
for June 15, 1999 at 9:00 AM in Courtroom 2, Customs House, 701
Broadway, Nashville, Tennessee.


PARTY WORLD: Status Report
--------------------------
The debtors Party World, Inc. and Party America Inc. report in their
Status Report that as of May 5, 1999, the debtors were holding
approximately $50,000 (Not including approximately $8,500 which the
debtors expect to receive from preference actions).  The debtors
estimate that remaining unpaid administrative claims will total
approximately $300,000, including claims for additional professional
fees which the debtors expect will be requested in connection with
final fee applications.  A.S.K. Financial filed fifty one preference
actions seeking recovery of an aggregate of more than $650,000 in
net avoidable transfers.  As of May 10, 1999 four of the preference
actions remain unresolved. With respect to two of these actions, the
debtors are enforcing a default judgment.  With respect to one
action the debtors have entered into a stipulated judgment.  A pre-
trial conference with respect to the last remaining preference
action is scheduled for May 25, 1999.  This action seeks recovery of
approximately $47,000.


PLANET HOLLYWOOD INTERNATIONAL INC: Facing Losses, Defaults
-----------------------------------------------------------
Planet Hollywood has reported almost identical first quarter 1999
losses to that of first quarter 1998. In '98 the company sustained
loss of $109,881,while this past quarter the loss stood at $109,090.

The company's revolving credit facility was terminated in December
1998. The company expects to continue to incur negative cash flows
from the operation of the OFFICIAL ALL STAR CAFE, SOUND REPUBLIC and
COOL PLANET units. Additionally, Planet Hollywood currently expects
continued under-performance from its PLANET HOLLYWOOD operations.
Consequently, the cmpany has been discussing with bank
representatives an extension of the $12.5 million payment which was
due March 31, 1999 under the its bank credit facility. Planet
Hollywood has also delayed the $15 million interest
payment required under their Senior Subordinated Notes agreement,
which was due April 1, 1999. As a result, subsequent to first
quarter 1999, the company was and is presently in default under the
terms of both of those agreements for its failure to make principal
and interest payments when due.


PLUMA INC: Files Chapter 11 Bankruptcy
--------------------------------------
Unable to resolve its debt problems, fleece-wear manufacturer Pluma
Inc. of Eden filed for Chapter 11 bankruptcy protection in
Greensboro on Friday.

The company appeared headed toward a date with the bankruptcy judge
after a period of financial losses culminated in the resignation of
top management  earlier this year. Duke Ferrell Jr. stepped down as
chief executive in February and was replaced by turn-around
specialist Ronald Norelli of Norelli and Co. of Charlotte. Norelli
was replaced earlier this week by John Wigodsky, a former  
executive with Delta Woodside and Fruit of the Loom.

The filing in U.S. Bankruptcy Court lists Pluma as having $136.6
million in  assets and $119 million in debts. The company has not
recorded a quarterly profit since the third quarter of 1997. In 1998
alone the company lost $36 million, which included some charges for
restructuring.

Wigodsky said Pluma's lenders had been "very good about" extending
money and working with company during its recent troubles. "There
comes a point to where they have to say 'we can't do this anymore,'
" Wigodsky said of Pluma's banks, which are led by NationsBank.

The company had a new credit agreement that was announced March 31,  
according to Pluma's public bankruptcy announcement on Friday, but
cash flow problems caused in part by the bankruptcy of customer
Starter Galt created more difficulties.   Wigodsky said Pluma
expects to emerge from Chapter 11 as soon as possible.

Foreign competition and declining demand for fleece-wear have hurt
Pluma's sales. Also, the acquisition of California- based wholesaler
Frank L. Robinson Co., purchased in December of 1997, and Wisconsin
wholesaler Stardust Corp., bought in January of 1998, did not go as  
planned.

"It took the company out of its core competency, which is making
garments, not distributing garments," Wigodsky said.   The company
has since closed all its Robinson operations.   In response to its
financial troubles, Pluma has been trimming its work force. About
500 jobs have been eliminated in the past six months, bringing total
employment to about 1,400 employees, Wigodsky said. The company
closed its Rocky Mount sewing plant earlier this year and said last
month it was closing two Virginia sewing factories.

The company still has a fabric plant in Eden and two sewing plants
in Virginia. Pluma makes fleece-wear and other active-wear garments
that are sold under its own brands and some owned by other
companies, such as Sam's Club, adidas, Starter and Walt Disney.

Trading of Pluma shares on the New York Stock Exchange were halted
Friday morning prior to the company's announcement that it was
filing for bankruptcy.  Pluma shares closed the day before at 50
cents per share. In June of 1997 the stock had closed as high as
$15.75 per share.

The stock is being "de-listed" by the New York Stock Exchange,
Wigodsky said, and will be trading instead on the so-called "pink
sheets," which is an informal market for stock trading.
(Greensboro News Record -05/15/99)


POWER DESIGNS: Order Approves Agreement With AICCO
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, entered an order permitting the debtors, Power
Designs, Inc. and PDIXF Acquisition Corp. to enter into a certain
premium finance agreement between the debtors, and A.I. Credit
Corp., or their subsidiary AICCO, Inc.


PRANDIUM INC: Former Koo Koo Roo Enterprises, Sales Up, Profits Down
----------------------------------------------------------------
On April 16, 1999 the corporation known as Koo Koo Roo Enterprises,
Inc. underwent a name change. The company is now operating under the
name of Prandium Inc. which reflects a change in name only.  The
company operates family restaurants and fast-food outlets, two of
which are the El Torrito and Chi Chi's chains.

During the first quarter of 1999 the company's total sales of
$134,258,000 increased by $20,952,000 or 18.5% as compared to the
same period in 1998. The increase was due to the addition of sales
from the Koo Koo Roo and Hamburger Hamlet restaurants which were
acquired on October 30, 1998, sales increases in the comparable El
Torito and Chi-Chi's restaurants and sales from new restaurants,
partially offset by sales decreases for restaurants
sold or closed.  While sales were up over the same period in 1998
expenses were also higher, principally in costs of food, wages and
rental on facilities.


SA TELECOMMUNICATIONS: Disclosure statement and Liquidating Plan
----------------------------------------------------------------
The debtors' Chapter 11 cases are being jointly administered and the
plan is being presented as a joint plan of liquidation of the
debtors. The plan provides for the substantive consolidation of the
assets and liabilities of all of the debtor affiliates.  The debtors
sold substantially all of their assets to EqualNet Parties in a
transaction that closed on July 22, 1998.  The $1.5 million in cash
proceeds is dedicated to General Unsecured Claims.  The percentages
agreed to in the Inter-Debtor Settlement Agreement are Class 3A:
42%, Class 3B: 42% and Class 3C: 16%.  The following provides a
brief summary of the treatment of claims under the plan:

Class 1A Miscellaneous Secured Claims against STEL - Unimpaired
Class 1B Miscellaneous Secured Claims against Addtel - Unimpaired
Class 1C Miscellaneous Secured Claims against Consolidated USC-
Unimpaired

Class 2A Classified Priority Claims- Unimpaired

Class 3A General Unsecured Claims against STEL - Impaired
Class 3B General Unsecured Claims against Addtel- Impaired
Class 3C General Unsecured Claims against Consolidated USC- Impaired

Class 4A Intercompany claims- Impaired, No distribution.
Class 5A  STEL Preferred stock Interests- Impaired, No distribution.
Class 6A STEL Common Stock Interests- Impaired, No distribution.
Class 7A Subsidiary Common Stock Interests- Impaired, No
distribution.


SPECIALTY CARE: Announces First Quarter Results
-----------------------------------------------
Specialty Care Network, Inc. (Nasdaq/NM:SCNI) announced financial
results for the first quarter  ended March 31, 1999. Revenue for the
first quarter of 1999 was $14.5 million, a 19% decrease over first
quarter 1998 revenues of $18.0 million. Net loss for the quarter was  
approximately $290,000 compared with net income for the first
quarter of 1998 of $2.3 million.

Basic loss per share for the first quarter was $0.02 on 16,494,704
shares compared with first quarter 1998 basic earnings per share of  
$0.13 on 17,731,273 shares. Exclusive of the effect of approximately
$1.1 million in charges for litigation and other costs relating to
lawsuits with three of its affiliated practices and legal and
consulting fees associated with the negotiation of a restructuring
transaction with ten of the Company's affiliated practices, net
income for the quarter ended March 31, 1999, would have been
approximately $370,000. Basic  earnings per share for the quarter
would have been approximately $0.02.

The Company continues to expand its HealthcareReportCards.com
business. The Company added four additional hospitals to its list of
licensees during the first quarter bringing its total to nine for
the first five months of operation. Additionally,
HealthcareReportCards.com has entered into banner advertisement
agreements with two companies in selected markets. As previously
announced, the Company has entered into agreements relating to the
proposed restructuring of arrangements with ten of its affiliated  
practices.

The Company's shareholders will vote on approval of the  
restructuring transaction at a special meeting to be held on June
11, 1999. The Company's lending banks have consented to the proposed
restructuring  transaction, although the Company remains in default
under its current  facility. However, the banks have indicated a
willingness to revise the terms of the Company's loan agreement if
the proposed restructuring transaction is completed. In addition,
completion of the restructuring transaction is subject to several
conditions, including shareholder approval. In response to inquiries
regarding the Company's Internet business, Kerry R.  Hicks,
president and chief executive officer of Specialty Care Network,
Inc., stated, "We intend to develop a comprehensive web-based
healthcare rating service that will be viewed as a credible source
of healthcare performance information for consumers and the medical
community. To that end, our goal is to expand the site to include
rating information on a broad array of healthcare providers and to
re-launch our web site under a new name in the third quarter of this
year.

If the proposed restructuring is successfully completed, the Company
is planning to seek outside capital to finance its expansion plans.
In anticipation of receiving such financing and introducing our
expanded web site, we have entered into discussions with several
Internet portal and healthcare content providers that would involve
links and placements within healthcare related web sites. Our
ability to carry out our plans is subject to a number of
contingencies including the successful completion of the
restructuring transaction, cooperation of our bank lenders, and
procurement of financing for our expansion plans. Nevertheless, we
hope to report several positive announcements regarding our Internet
business in the forthcoming months."


STRATOSPHERE CORP: Profits Up Slightly
--------------------------------------
Having recently emerged from Chapter 11 bankruptcy reorganization
Stratosphere Corp. is reporting a first quarter 1999 net profit of
$2,119 over $1,305 for the same period in 1998.  Stratosphere
operates an integrated casino, hotel and entertainment facility and
a 1,149 foot, free-standing observation tower in Las Vegas, Nevada.
As of March 28, 1999, the operations included 1,873 slot machines,
34 table games, a sports book, keno lounge, 1,444 hotel rooms and
five themed restaurants.  Casino revenues of $13.7 million for the
1999 first quarter were reported to be $1.3 million (9%)less than
the same period in 1998. Management attributes the decline to
increased competition with the opening of two new
mega resorts on the Las Vegas Strip.


THE SCORE BOARD: Committee Seeks To Pursue Causes of Action
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of The
Score Board, Inc., et al. seeks entry of an order authorizing the
Committee to pursue certain causes of action on behalf of the
debtor's estates, and the retention of Bragar Wexler Eagel &
Morgenstern, LLP as special counsel on a contingency fee basis.  The
firm will receive a one-time retainer fee of $50,000.  

The Committee seeks to pursue two potential causes of action on
behalf of the debtors' estates: (i)potential claims and causes of
action against present and former officers and directors arising out
of acts or omissions in the discharge of their fiduciary duties
prior to the petition date and (ii) potential claims and causes of
action arising in connection with Score Board's retirement, in
October 1997, of its 9% subordinated debentures due 2002 for $2.3
million.


THORN APPLE VALLEY: Responds To Ford Motor Credit's Motion to Compel
--------------------------------------------------------------------
Debtors, Thorn Apple Valley, Inc., et al. respond to the motion of
Ford Motor Credit seeking to compel assumption or rejection of
unexpired personal property leases.  Ford asserts that it leased
various automobiles and small trucks to debtor, for terms of between
30 to 48 months, and requests that the debtor be compelled to
immediately "assume or reject the lease agreements."

According to the debtor, the value of the lease payments, with the
residual value, is calculated for payment of the full economic value
of the vehicle plus a certain interest rate or rate of return.  Upon
the debtor's further initial review of the leases it is apparent
that the leases are not true leases but are finance leases.  The
current value of the vehicles subject to the Ford "leases" is
substantially less than the total amount owed under such leases.

Prior to the Commencement Date, the debtor paid the residual amounts
owed on a number of vehicles.  The debtor has demanded that Ford
transfer title to the purchased vehicle to the debtor, but Ford has
failed to do so.  The debtor states that the failure to turnover the
titles in an effort to gain leverage for payment should be
considered a violation of the automatic stay.

The debtor is willing to negotiate with Ford over appropriate
interim adequate protection.  In the event the court determines that
the Ford agreements are true leases, the debtor requests additional
time to assume or reject such leases.


UNITED COMPANIES FINANCIAL CORP: Decries Internet "Misinformation"
-----------------------------------------------------------------
United Companies Financial Corporation has expressed concern about
what it believes to be material misstatements and omissions in many
of the anonymous and signed communications concerning the company,
its business and affairs, and its management that have appeared in
various Internet "Message Boards," including Yahoo! Finance. The
company says its policy is not to respond to the specifics of any
such communications, but they believe that it is appropriate under
the circumstances to caution its stockholders and others in the
investment community regarding any reliance that may be placed on
such communications.

United Companies is a specialty finance company in reorganization
that provides consumer loan products nationwide through its lending
subsidiary, UC Lending.


USCI INC: Preferred Stock to Become Common Stock
------------------------------------------------
USCI, Inc. has announced it has concluded an agreement with the
holders of all of the outstanding shares of Preferred Stock of the
Company.  The agreement calls for USCI to convert an aggregate of
$1.5 million stated value of its Preferred Stock into 75 million
shares of the Company's Common Stock at $0.02 per share.
USCI, Inc., through its wholly-owned subsidiary, is a non-facilities
based carrier of wireless services. Its Ameritel subsidiary provides
wireless coverage and billing to consumers for analog and digital
cellular service, debit cellular service and paging service. USCI
says it is now focusing on the introduction of prepaid cellular
services that will target direct response marketing, specialized
channels of distribution and the previously announced e-commerce.
The agreement with the holders of the Preferred Stock also provides
that the current Board of Directors of the Company will be replaced
and a new Chief Executive Officer not as yet named will replace
Bruce A. Hahn as CEO, at his request. Mr. Hahn has agreed to remain
an executive officer of the company to devote his energies to the
continued development and execution of the company's new prepaid
cellular and e-commerce business strategies.

                      *********

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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
       
          * * *  End of Transmission  * * *