TCR_Public/990528.MBX        T R O U B L E D   C O M P A N Y   R E P O R T E R
           Friday, May 28, 1999, Vol. 3, No. 103


AAMES FINANCIAL: 1st Quarter Loss Reflects Sales Strategy Change
AMF BOWLING: Acquires More Centers, Revenue Up, Profit Down
APRIA HEALTHCARE: Though Revenue Fell Profits Rose
BOSTON CHICKEN: Wins Delay To Present Plan
BRUNO'S: Indenture Trustee Asks For Examiner

CALCOMP TECHNOLOGY: Proceeds With Liquidation Plan
CELLEX BIOSCIENCES: Hearing For Use of Cash Collateral
COMMERCIAL FINANCIAL: Worldwide To Purchase Assets For $16.5 M
CONNECTIVITY TECHNOLOGIES: Competition & Price Cuts Create Deficits
CRESCENT JEWELERS: Retains Financial Advisor

CRIIMI MAE: Seeks Bidding Protections For Equity Capital Investor
DEGEORGE HOME: Hearing on Transfer of Venue
GRANT GEOPHYSICAL: Demand For Services Slows, Losses Ensue
HOME HEALTH: Seeks Extension of Exclusivity
HOMEPLACE: Seeks Extension To Accept/Reject Leases

LEVITZ FURNITURE: Bulk Sale Transaction
LEVITZ FURNITURE: Consolidated Condensed Statement of Operations
LONG JOHN: Seeks Entry Into Shives Resignation Agreement
LTCB LEASING: LTCB International Leasing Goes Bankrupt
MEDICAL RESOURCES: Off Nasdaq, Now Trading OTC

MONTGOMERY WARD: Despite Objections Court OK's Disclosure Statement
NATIONAL STORES: Auction Draws Only Seven Qualifying Bids
NATIONSWAY TRUCKING: May Operate Through End of The Week
NEW JERSEY MANAGEMENT: Case Summary & Largest Unsecured Creditors
ONEITA INDUSTRIES: Motion To Reject Warehouse Services Agreement

ONEITA INDUSTRIES: Seeks Approval of Key Employee Retention Plan
PENN TRAFFIC: Court Confirms Plan
PHP HEALTHCARRE: Hearing To Consider Disclosure Statement
PHP HEALTHCARE: Taps McDermott Will & Emery as Special Counsel
PITTSBURGH PENGUINS: Ask Court to Void Civic Arena Lease

PRATT CASINO: Case Summary & Largest Unsecured Creditors
PREMIS CORP: Annual Meeting In July/Planning Company Liquidation
PRT FUNDING CORP: Case Summary & Largest Unsecured Creditors
SERVICE MERCHANDISE: Proposal To Sell Property For $2.5 Million
SERVICE MERCHANDISE: Receives Approval To Extend Exclusivity

SFX ENTERTAINMENT: Makes Offer for Livent
TOLLYCRAFT YACHT:Moving Manufacturing and Headquarters
TRANSWORLD AIRLINES: Impact of Seasonal Travel Lessens
UNITED STATES EXPLORATION: Expanded Operations, Net Loss & Default
XATA CORP: Asset Sales & Lower Operating Expenses Equal Net Gain



AAMES FINANCIAL: 1st Quarter Loss Reflects Sales Strategy Change
Aames Financial Corp., a lender in the sub-prime home equity market,
issued a press release May 17th reporting a net loss of $(36.0)
million for the three months ended March 31, 1999, compared to net
income of $2.0 million for the three months ended March 31, 1998.  
According to Aames, 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. Total revenue for the
three months ended March 31, 1999 was $36.8 million, compared to
$59.5 million for the three months ended March 31, 1998.

The company said that the decline in total revenue for the quarter
primarily reflects its reliance on whole loan sales for cash during
the quarter, rather than securitization for its loan disposition
strategy, and to a lesser extent, reduced loan production. Gain on
sale for the three months ended March 31, 1999 declined $16.6
million, or 66.8 percent from $24.8 million recorded for the three
months ended March 31, 1998.  

AMF BOWLING: Acquires More Centers, Revenue Up, Profit Down
AMF Bowling Worldwide Inc. is principally engaged in two business
segments: (i) the ownership and operation of bowling centers,
consisting of 422 U.S. bowling centers and 123 international bowling
centers, including fifteen joint venture centers, as of March 31,
1999, and (ii) the manufacture and sale of bowling equipment such as
automatic pinspotters, automatic scoring equipment, bowling pins,
lanes, ball returns, certain spare parts, and the resale of allied
products such as bowling balls, bags, shoes, and certain
other spare parts. The principal markets for bowling equipment are
U.S. and international bowling center operators. The company was
acquired in 1996 by an investor group led by an affiliate of
Goldman, Sachs & Co.

In comparing first quarter 1999 with the same quarter in 1998 the
bowling centers operating revenue increased $22.4 million, or 14.9%.  
An increase of $25.7 million is attributable to new centers, of
which $18.7 million is from U.S. centers and $7.0 million is from
international centers.  Of these new centers, 51 centers were
acquired and one center was constructed between April 1, 1998 and
March 31, 1999.  Constant centers operating revenue decreased $1.7
million, or 1.2%. U.S. constant centers operating revenue decreased
$1.4 million, or 1.1%, primarily as a result of lower league
revenue, which was established at the start of league play in the
fall of 1998, partially offset by increases in open play revenue,
food and beverage and ancillary revenue associated with open play
traffic. International constant centers operating revenue decreased
$0.3 million, or 1.4%, due to unfavorable currency translation of
results. On a constant exchange rate basis, international constant
centers operating revenue increased $0.2 million, or 0.8%, in the
first quarter of 1999 compared to the first quarter of 1998. A
decrease of $1.7 million in total operating revenue was attributable
to 11 centers which were closed since March 31, 1998.  
Notwithstanding increased revenue the first quarter of 1999 still
yielded a net loss of $12,075, while 1998's first quarter loss stood
at $580.

APRIA HEALTHCARE: Though Revenue Fell Profits Rose
Apria had net revenues of $228.3 million for the first quarter of
1999, down from $250.5 million for the first  quarter of 1998.  The
primary reason given by the company for the decline is the recent
exit from the infusion therapy service line in certain geographic   
markets where profit margins were consistently  below the company's
acceptable levels. The variance between the first quarter of 1999
and the first quarter of 1998 attributable to this partial exit from
the infusion business is approximately  $12.7 million.  Also
impacting 1999 revenues, according to the company, was a 5%
reduction of the Medicare reimbursement rates for home oxygen
therapy, as mandated by the provisions of the Balanced Budget Act  
of  1997.  The reimbursement rate reduction, which decreased first
quarter revenues by approximately $2.5 million, became effective
January 1, 1999 and is in addition to a 25% rate reduction effected
in January 1998. Additionally, starting in late 1997 and continuing
into 1998, Apria performed a comprehensive review of its managed
care contracts and renegotiated or terminated  those  deemed as not
meeting profitability standards.  The termination of such contracts
accounts  for approximately  $4 million of the revenue decrease  
between the first quarter of 1999 and the first quarter of 1998. An
unfavorable consequence of the infusion therapy exit and the
termination of the low-margin managed care contracts was the loss of
related business that Apria would have preferred to retain.

At March 31, 1999, Apria's total borrowings under the credit
agreement were $281.1 million, outstanding letters of credit totaled
$10 million and credit available under the revolving facility was
$20 million (subject to a temporary borrowing restriction  under the  
indenture  governing Apria's $200 million 9 1/2% senior subordinated
notes).  Reflecting a $50 million debt repayment total borrowings
under the credit agreement were $231.1 million at May 10, 1999.

Taking these factors into consideration yielded a net gain in the
first quarter of 1999 of $15,562, whereas the first quarter of 1998
saw a net loss of $6,607.

BOSTON CHICKEN: Wins Delay To Present Plan
H.J. Heinz Co. won a delay Tuesday to present a plan that would let
it sell Boston Market-branded merchandise in grocery stores. The
U.S. Bankruptcy Court in Arizona, which was to have ruled on the
companies' proposal Tuesday, gave the companies a June 29 deadline.  
However, they're expected to request a special hearing date before
then. Boston Chicken filed Chapter 11 bankruptcy in October after it
failed to make payments  on $900 million of debt. (The Denver Post

BRUNO'S: Indenture Trustee Asks For Examiner
HSBC, Bank USA, formerly known as Marine Midland Bank, in its role
as Indenture Trustee for the 10 1/2% Senior Subordinated Notes due
in 2005, has asked the Court to appoint an examiner.  The Debtors
are indebted to the holders of the Senior Subordinate Notes, which
includes HSBC and W.R. Huff Asset Management, Co., in the principal
amount of $400,000,000 plus accrued and unpaid interest of

HSBC tells Judge Robinson that it wants an examiner to "investigate
and file a report on potential claims -- including preferences,
fraudulent transfers, and other causes of action that may lie under
state law -- available to the Debtors' estate against third parties,
including the Debtors' current and former directors and controlling
shareholders, arising from and related to the leveraged buyout of
the common stock of Bruno's, Inc. in August 1995 and
connected transactions."

HSBC contends that appointment of an examiner "is mandatory where,
as here, the Debtors' fixed, liquidated, unsecured debts, other than
trade debt or taxes, exceed $5,000,000."  Moreover, HSBC believes
that appointment of an examiner is in the best interests of
creditors because the results of the investigation may dramatically
impact the amount and allocation of value under a Chapter 11 plan.

The fact that key parties in the Debtors' bankruptcy case were
participated in the leverage buyout makes it impossible for the
Debtors to produce a full and fair report, thus warranting the
appointment of a neutral person as examiner.  An example of one of
the potential conflicts, or key parties, is the Debtors' controlling
shareholders, Kohlberg Kravis Roberts & Company and its affiliates.  
The affiliates took over the company as a result of the
leverage buyout and now dominate the Board of Directors.

By way of background, HSBC relates the following to Judge Robinson.  
In August 1995, certain affiliates of Kohlberg Kravis Roberts &
Company, including an Alabama corporation formed for the transaction
called Crimson Associates, acquired 83.33% of the stock in Bruno's
in a transaction which the Debtors have characterized as a leveraged
recapitalization.  Noteworthy is that Kohlberg Kravis is a general
partner of Crimson Associates.  As a result of this transaction,
Kohlberg Kravis acquired control of the Debtors.

As part of the leverage buyout, more than 94% of Bruno's then
outstanding common stock was redeemed for an aggregate of more than
$880,000,000 in cash, which represented a substantial premium over
the price at which the stock then traded in the public securities
markets.  At the time of this transaction, members of the Bruno's
family held 24% of the stock.  After the leverage buyout, Bruno's
was merged into a Kohlberg Kravis affiliated corporation called
Crimson Acquisition Corporation.  Bruno's remained as the
only surviving corporate entity.  Crimson's directors were elected
as the directors of Bruno's.  Again, of note is that the Board of
Directors of Bruno's now had 5 members associated with Kohlberg
Kravis, four of whom are general partners of Kohlberg Kravis. In
addition to the buyout of Bruno's common stock, more than
$200,000,000 of the company's then outstanding debt,
accruing interest at a relatively low interest rate of 6.62% for
Series A Senior Notes due 2003 and 7.09 for Series B Senior Notes
due 2008, was repaid with all accrued interest.

Bruno's and its affiliated Debtors, to pay for this integrated
billion dollar leverage buyout, obtained cash and credit through the
issuance of $400,000,000 through Senior Subordinated Notes, a
$475,000,000 term loan facility from Chemical Bank and a
$125,000,000 revolving credit facility from Chemical Bank,  
approximately $10,000,000 was drawn to fund the 1995
Transaction.  Stock of Bruno's subsidiaries secured this
transaction. Kohlberg Kravis and its affiliates purportedly
contributed $250,000,000 and Bruno's applied $20,000,000 of its
existing cash to the transaction.

The cash proceeds were allocated as follows:  (i) payment of
$880,100,000 of cash merger consideration to pre-closing
shareholders -- the purchase of Bruno's outstanding common stock at
$12 a share, (ii) repayment of $200,000,000 plus accrued interest in
pre-transaction indebtedness which, as noted, bore a low interest
rate, and (iii) payment of $75,000,000 in fees and expenses related
to the merge, including a payment of $15,000,000 in fees to Kohlberg
Kravis, $39,900,000 in debt issuance costs, and $5,600,000
for termination of a pre-existing interest rate swap.

The most startling fact is that one month prior to the leverage
buyout transaction Bruno's, in its annual report, reported that the
company had a positive shareholder's equity of $422,478.  In January
1996, the first post-transaction fiscal year, Bruno's reported a net
deficit in shareholder's equity of $281,343,000.  The difference is
a more than $700,000,000.

HSBC asks Judge Robinson to appoint the examiner to perform the
following tasks:

(1) to investigate and report on all of the transactions and
dealings that constituted or related to the leverage buyout

(2) to investigate and report on the existence and viability of
potential claims held by or available to the Debtors' estates
and its creditors under both bankruptcy and non-bankruptcy law
against the participants in the leverage buyout, including the
lenders, current and former shareholders, directors and officers
of Bruno's, Kohlberg Kravis, and other players.

In making this request, HSBC acknowledges that a preliminary
investigation of potential claims has been conducted.  In asking for
another investigation, HSBC explains to Judge Robinson that this was
unsatisfactory because "the initial, confidential analysis of the
leverage buyout provided by the Debtors and the Official Committee
was based almost exclusively on publicly-available documents, and
appears not to have involved any interviews or examinations of
witnesses or participants, or review of other documents held by
participants or professionals involved in the leverage

HSBC states that despite the apparent need for further scrutiny
revealed in the preliminary investigations, "neither the Debtors nor
the Official Committee intend to proceed any further with the
investigation."  HSBC is concerned that the statute of limitations
will expire and potential valuable claims will be lost.  HSBC adds
that this result "would surely be preferred by Kohlberg Kravis, the
Bruno's family, Chase and other parties in interest who would face
potential exposure if the leverage buyout were challenged."

Believing that an investigation may give rise to a prosecutable
cause of action, HSBC notes that the obvious result of the leverage
buyout was that Bruno's assets were depleted to the prejudice of its
creditors.  Moreover, they assert that "Kohlberg Kravis, public and
insider shareholders, and other potential targets received the
fruits and benefits of these transactions, through redemption of
stock, retirement of low-interest debt, and payment of substantial
fees, while Bruno's, as the surviving entity, received questionable
benefit, if any, incurred hundreds of millions of dollars of higher-
interest debt, faced increasing difficulties in servicing
its obligations and maintaining its business position, and slid into
financial ruin."

HSBC adds that the 1995 Transaction appears to have "involved
fraudulent transfers where the risk of the transaction was
insufficiently disclosed, in which the company was rendered
insolvent, in which Bruno's appears to have had insufficient capital
to continue to fund its operations, and which over a short period of
time brought Bruno's and its subsidiaries from a position
of solvent operating business to bankrupt debtors."

The list of potential targets provided by HSBC includes:

1. Kohlberg Kravis, which as a result of the leverage buyout took
control of a company with a billion dollars in capitalization by
adding substantial debt which was incurred to fund the redemption
of Bruno's publicly-hold common stock

2. the Bruno's family, which held approximately 24% of the company's
outstanding pre-leverage buyout voting securities, and which
received more than $200,000,000 in cash consideration for the
retirement of their shares

3. recipients of the high fees paid in the leverage buyout

4. pre-leverage buyout debt holders on their recovery of interest

5. professionals who rendered services to entities other than
Bruno's and its affiliates in the leverage buyout transaction

6. lenders for the financing of the 1995 Transaction

7. recipients of the sale proceeds of Seesel

In sum, HSBC wants the examiner to determine why the Debtors appear
to have received no benefit in the 1995 Transaction that caused it
to incur hundreds of millions of dollars of new debt and
obligations.  The Transaction overburdened the Debtors with debt and
this "takeover of Bruno's provided no benefit to the company."

CALCOMP TECHNOLOGY: Proceeds With Liquidation Plan
CalComp Technology Inc. has been a supplier of both input and output
computer graphics peripheral products consisting of  printers
(including lotters), cutters, digitizers, and large format scanners.
In general, the company's products were designed for use in computer
aided design and manufacturing, printing and publishing, and graphic
arts markets, both domestically and internationally. The company
also maintained service, product support and technical assistance
programs for its customers and sold software, supplies and after-
warranty service. In recent years, the company had begun
transitioning its traditional pen, electrostatic and most
thermal technology products to inkjet plotters and printers.
Generally, inkjet technology products provide increased user
productivity compared to traditional pen plotters and solid area
fill capability for applications requiring graphic imaging. By the
end of 1997, the company had substantially completed its strategy to
discontinue its non-inkjet printer and plotter products.

In a letter dated December 23, 1998, Lockheed Martin Corporation
notified CalComp Technology that it would not increase the company's
credit availability, needed to fund the company's current
operations, beyond the $43 million then available under the
company's revolving credit agreement and related cash management
agreement with Lockheed Martin. At such date, CalComp anticipated
that, to fund operating requirements, it would require the $4.9
million remaining under the credit agreements in January 1999. On
December 28, 1998, the company indicated its intent to accept
Lockheed Martin's proposal to fund a non-bankruptcy orderly shut-
down of the company's operations in accordance with a plan to be
proposed by the company. On January 14, 1999, the company's
directors approved and submitted the company's plan to Lockheed
Martin for their review and approval. As a result of this liquidity
crisis and after considering its lack of strategic alternatives, in
particular, given the company's inability to obtain funding from
sources other than Lockheed Martin, on January 15, 1999, the company
announced that it would commence an orderly shutdown of its
operations. Under the plan approved by the company's Board
of Directors, the company completed a secured demand loan facility
with Lockheed Martin, pursuant to which Lockheed Martin agreed to
provide, subject to the terms and conditions set forth in such
facility, funding to CalComp in addition to the $43 million
available under the credit agreements. The secured demand loan would
provide funds to assist the company in the non-bankruptcy shutdown
of its operations.

Pursuing the plan of liquidation and dissolution, CalComp will be
liquidated by the sale (or sales) of substantially all of its
remaining assets, including its CrystalJet assets, and after payment
of all the claims, obligations and expenses owing to the company's
creditors, by cash and in-kind distributions (if any) to the holder
of the Preferred Stock (up to the $60.0 million, plus accrued and
unpaid dividends, aggregate liquidation preference of the Preferred
Stock). The remainder (if any) will be distributed to holders of the
Common Stock on a pro rata basis, and, if deemed necessary,
appropriate or desirable by the Board of Directors, by distributions
of its assets and funds from time to time to one or more liquidating
trusts established for the benefit of stockholders (subject to the
claims of creditors), or by a final distribution of its then
remaining assets to a liquidating trust established for the benefit
of stockholders (subject to the claims of creditors). Based on the
anticipated value of the company's assets and the amounts owed to
creditors of the company, CalComp does not believe it will have any
funds or assets remaining to make distributions to either preferred
or common stockholders. Therefore, it is highly unlikely that any
distributions will be made to stockholders.

Since the announcement of the plan for orderly shutdown, the company
has ceased all manufacturing, sales and marketing activities and
scaled back operations to a level designed to allow the company to
sell or liquidate its assets in a manner that takes into account the
interests of the company's stockholders, creditors, employees,
customers and suppliers. To date, the company has consummated or
entered into letters of intent for the sales of substantially all of
its non-CrystalJet assets. However, no assurances can be given that
pending transactions will be consummated. Additionally, pursuant to
the plan for orderly shutdown, CalComp has issued notices to its
domestic employees under the Worker Adjustment and Retraining
Notification Act and, as of April 30 1999, has terminated 433
employees, or 84% of the company's domestic workforce. Non-U.S.
employees have also been terminated or notified of their scheduled
termination under applicable foreign laws.  Certain of the company's
sales and service personnel, pending sales of specified assets, and
an administrative team (including a newly appointed Chief Executive
Officer) will wind up the operations of the company through the
shutdown process which is expected to be substantially completed by
July 1999. The company anticipates that it will be able to negotiate
reasonable settlement amounts with its non-affiliated creditors but
the company's ability to make payments on the agreed settlement
amounts will depend on receiving sufficient cash from the
sale of its assets and securing additional funding sufficient for
the plan for orderly shutdown.

CELLEX BIOSCIENCES: Hearing For Use of Cash Collateral
A hearing will be held in the case of Cellex Biosciences, Inc. on
May 27, 1999,for an interim order authorizing use of cash collateral
at 4:00 PM in Courtroom No. 228A, US Courthouse, 316 North Robert
Street, St. Paul, Minnesota.

COMMERCIAL FINANCIAL: Worldwide To Purchase Assets For $16.5 M
Commercial Financial Services, Inc. (CFS) announced it will sell its
business and certain assets to Worldwide Asset Management, LLC
(Worldwide).  Worldwide is a Georgia limited liability company
owned in part and managed by Atlanta entrepreneur and collection
industry veteran, Frank J. Hanna, Jr.

CFS plans to sell Worldwide certain of its operating assets for
$16.5 million in cash.  The proposed transaction is subject to a
number of terms and conditions, including approval of the U.S.
Bankruptcy Court for the Northern District of Oklahoma.

CFS began actively marketing its business for sale last October.  
After filing a voluntary petition for Chapter 11 relief on December
11, CFS stepped up its efforts to locate a qualified and financially
capable buyer.  Company officials responded to more than 20
expressions of interest, assisted seven potential buyers with due
diligence investigations, and entered into extensive negotiations
with three entities before reaching an agreement in principle with  

Although Worldwide has agreed in principle to buy the CFS assets,
the Bankruptcy Code allows others to bid for the assets of the
company as long as they meet guidelines established by the Court and
CFS.  CFS filed a motion today requesting buyer protections and
certain competitive bidding guidelines for the sale, which will take
place, auction-style, before the Bankruptcy Court.

"We have made tremendous progress in reorganizing the business,"
said Fred Caruso, president of Commercial Financial Services.  
"Since December, we have increased collections per person by 200
percent, improved our payoff per account by six cents on the dollar,
cut monthly operating expenses by 40 percent and made other
significant improvements.  However, the sale of CFS is  
clearly the best option to restore the company to profitability,
retain jobs and preserve the most value for the estate and its

The linchpin of the proposed transaction is new servicing agreements
for the trust-owned accounts CFS services, Caruso added.  
Worldwide's offer for CFS and the closing of the sale are subject to
and conditioned upon the matters set forth in the asset purchase
agreement including the approval of the new servicing contracts by
the asset-backed security holders, who are creditors of the trusts.

Caruso said CFS plans immediately to schedule and hold informational
meetings to provide the details of the transaction to all the asset-
backed security holders.  "It is important for CFS, Worldwide and
the official committee of asset-backed security holders, which
represents the asset-backed security holders in CFS's Chapter 11
case, to enlist support for and approval of the deal from all the
asset-backed security holders," Caruso said.  "When and if we  
receive their approval, we plan to request final approval from Judge

"We are excited about this great opportunity," said Frank J. Hanna,
Jr., president of Worldwide Asset Management, LLC.  "We are looking
forward to working with the highly skilled people at CFS."  Hanna
added that he hopes to add as many as 200 collector jobs to the
business before year-end.

Commercial Financial Services, Inc., is the world's largest
repository of charged-off credit card debt.  It is headquartered in
Tulsa, Okla. and employs 1,520 people.  

CONNECTIVITY TECHNOLOGIES: Competition & Price Cuts Create Deficits
The primary business of Connectivity Technologies is the manufacture
and sale of wire and cable products. The major markets served by the
company are industrial, commercial and residential security, factory
automation, traffic and transit signal control and audio systems.

Net sales decreased by approximately 21.6% during the quarter ended
March 31, 1999, as compared to the corresponding period of the
preceding year. Revenue for the same quarter was $9,251,783 with a
net loss of $874,463. The decrease in sales is said to be
attributable to a 17.6% decrease in the Comex average price of
copper, which the BSCC division bases its selling price, during the
quarter ended March 31, 1999 as compared to the quarter ended March
31, 1998, and a general slow down experienced at the
EEA division due to a more competitive environment. Further,
management believes customer apprehension at both operating
divisions due to the lack of a finalized loan agreement with the
company's lenders has also impacted sales.

Connectivity Technologies Inc. has two reportable business segments:
BSCC division and EEA division. The BSCC division manufactures low
voltage copper electronic and electric wire and cable for security,
factory automation, signal and sound markets. The EEA division
provides cable design application and assembly services for machine
tool and robotics products used primarily within the automotive
industry. The divisions maintain separate and distinct physical
operating facilities.  The company also maintains a corporate
headquarters apart from its operating divisions.

CRESCENT JEWELERS: Retains Financial Advisor
Friedman's Inc. (Nasdaq: FRDM), announced that Crescent Jewelers, a
West Coast-based privately-owned jewelry affiliate, has retained ING
Baring Furman Selz LLC to advise Crescent on financial alternatives,
including a possible sale of the Company in or out of bankruptcy.

Crescent Jewelers is a specialty retailer of fine jewelry based in
Oakland, California, and operates a total of 149 stores in 7 western

Friedman's Inc. is a specialty retailer of fine jewelry based in
Savannah, Georgia.  The Company is the leading operator of fine
jewelry stores in power strip centers.  At May 26, 1999, Friedman's
Inc. operated a total of 495 stores in 22 states of which 294 were
located in power strip centers and 201 were located in regional
malls.  The Corporation's Class A Common Stock is traded on
the Nasdaq National Market (Nasdaq Symbol, FRDM).

CRIIMI MAE: Seeks Bidding Protections For Equity Capital Investor
CRIIMI MAE Inc. et al filed a motion for an order authorizing
bidding protections for the equity capital investor in CRIIMI MAE
Inc. ("CMI")

The equity capital investment in CMI being sought from the equity
investors is a sum of up to $200 million.  The entities submitting
proposals to make the Equity Investment have requested that CMI
implement a set of appropriate bidding protections. CMI has
determined that implementing bidding protections will encourage the
making of binding proposals, retain viable bidders and facilitate
the consummation of the Equity Investment, all of which will inure
to the benefit of CMI, its affiliated debtors, their creditors and
the equity holders of CMI.

CMI seeks to implement the following bidding protections:

To reimburse the Initial Bidder for its direct, out-of-pocket fees
and expenses up to $300,000 incurred in connection with the pursuit
of the Equity Investment.

To pay the initial Bidder a commitment fee in the amount of 1% of
the Equity Investment five business days after execution of the

To pay the Initial Bidder a break-up fee equal to 2% of the amount
of the Equity Investment, in an amount not to exceed $4 million.

To require that all higher and better proposals to make the Equity
Investment must constitute, in the discretion  of CMI, an increase
in value to CMI in an a mount not less than $7 million.  CMI shall
notify the initial bidder of a higher and better offer, and the
initial bidder shall have five days to outbid any such higher offer,
by at least a $500,000 increase in value over such higher and better

A hearing will be held on June 4, 1999 at 10:30 AM in Courtroom 3C
US Bankruptcy Court, 6500 Cherrywood Lane, Greenbelt, Maryland.

DEGEORGE HOME: Hearing on Transfer of Venue
Residential Funding Corporation ("RFC") filed a motion to transfer
venue of the Chapter 7 proceeding of DeGeorge Home Alliance Inc. to
the US Bankruptcy Court for the District of Connecticut, New Haven
Division.  RFC is a creditor of the debtor as well as the two
related entities.  The DeGeorge Entities owe non-contingent and
liquidated debts to RFC in the approximate amount of $84 million.

RFC asserts that all meaningful business of the debtor is within the  
state of Connecticut rather than Delaware, where the case was filed.
The majority of witnesses are more proximate to the Connecticut
court than to this court, the creditors are more proximate, and the
debtors' assets are all located in Connecticut.

GRANT GEOPHYSICAL: Demand For Services Slows, Losses Ensue
Grant Geophysical, Inc., a Delaware corporation, together with its
subsidiaries, is a leading provider of seismic data acquisition
services in land and transition zone environments in selected
markets, including the United States, Canada, Latin America and the
Far East.  Through its predecessors, including GGI Liquidating
Corporation, and its acquired subsidiary, Solid State Geophysical
Inc., the company has participated in the seismic data acquisition
services business in the United States and Latin America since the
1940s, the Far East since the 1960s and Canada since the 1970s. The
company has conducted operations in each of these markets, as well
as in the Middle East and Africa, in the past three years. Grant's
seismic data acquisition services typically are provided on an
exclusive contract basis to domestic and international oil and gas
companies and seismic data marketing companies. Grant also owns
interests in certain multi-client seismic data covering selected
areas in the United States and Canada that is marketed broadly on a
non-exclusive basis to oil and gas companies. Due to the volatility
of the price of oil and gas over the past year, capital spending by
oil and gas companies on oilfield related activities, including
seismic data acquisition and processing, has substantially
decreased. As a result, beginning late in the third quarter
of 1998, the company's global seismic crew count, which includes
both U.S. and foreign contracts, has decreased significantly. As of
May 14, 1999 the company was operating or mobilizing seven seismic
data acquisition crews utilizing approximately 18,100 seismic
recording channels. The company's current seismic recording channel
capacity is slightly more than 32,000. By contrast, as of May 14,
1998, the company was operating or mobilizing 19 seismic data
acquisition crews utilizing approximately 28,000 seismic
recording channels.

Consolidated revenue decreased $25.2 million, or 52.5%, from $47.9
million for the three months ended March 31, 1998 to $22.7 million
in revenue for the three months ended March 31, 1999. This decrease
was the result, according to the company, of lower demand for the
company's seismic acquisition services in both the domestic and
international markets. Demand for Grant's services has been
adversely affected by the significant decrease in the price of oil
and gas that occurred between the fourth quarter of 1997 and the
first quarter of 1999. While the first quarter of 1998 showed a net
gain of $733 for the company the first quarter of 1999 netted a loss
of $6,871.

At May 14, 1999, Grant's total indebtedness was approximately $119.2
million. Its total indebtedness is comprised of $99.3 million
aggregate principal amount of the Senior Notes, $14.8 million
outstanding on the loan agreement and $5.1 million of combined loans
and capitalized leases incurred for the purpose of financing capital

HOME HEALTH: Seeks Extension of Exclusivity
The debtors, Home Health Corporation of America Inc., et al. seek an
order extending the exclusive periods during which the debtors may
file and solicit acceptances of a plan or plans of reorganization.

A hearing will be held before the Honorable Mary F. Walrath,
Bankruptcy Court, Marine Midland Plaza, 824 Market Street, 6th
Floor, Wilmington, DE on June 10, 1999 at 9:30 AM.

The debtors seek an order extending the period during which the
debtors have the exclusive right to file a plan or plans of
reorganization, from the current expiration date of June 18, 1999,
through September 16, 1999 and extending the period during which the
debtors have the exclusive right to solicit acceptances of such plan
from the current expiration date of August 17, 1999 through November
15, 1999.  This is the debtor's first request for an extension of
their exclusive periods.  The debtors believe that the requisite
cause exists for a grant of the requested extensions.  The debtors
operate in a number of states, and the cases are large and complex.  
The debtors tell the court that they have instituted significant
changes to their core businesses.  The debtors documented a
settlement with their former President, Bruce Feldman concerning the
terms of his resignation.  The debtors have been embroiled in a
dispute with the US, through the Secretary of the Dept. of Health
and Human Services as to its ability to obtain relief from the
automatic stay for the purpose of offsetting pre-petition
overpayments from Medicare reimbursements.  In addition, the debtors
have completed the preparation and filing of the schedules of assets
and liabilities and statements of financial affairs. They have
negotiated cash collateral stipulations.   The debtors still need to
complete their business plan and discuss its business terms with the
principal creditor constituencies and the debtors say that
termination of the exclusive periods and the threat of multiple
plans filed might signal to patients, vendors and employees that
there is a loss of confidence in the reorganization effort.

HOMEPLACE: Seeks Extension To Accept/Reject Leases
HomePlace Stores, Inc. filed a motion seeking an extension of time
to assume or reject unexpired nonresidential real property leases to
the earlier of the Effective Date and June 30, 1999.  The members of
the HomePlace Group are tenants under approximately 80 unexpired
nonresidential real property leases.  In connection with the
formulation of its plan, the HomePlace Group has continued to re-
evaluate every aspect of its business including the profitability of
each of its operating stores and the desirability of opening
additional stores.  The plan provides for a merger of Waccamaw
Corporation with and into New HomePlace.  As a result, the debtor
has not only considered decisions whether to assume or rejec the
leases in connection with its own strategic planning, but has also
taken into account the overrall considerations of the Combined

LEVITZ FURNITURE: Bulk Sale Transaction
The Debtors have been marketing the real estate for their real
estate for their closed stores in order to recognize value in both
their owned and leased locations.  As a result, the Debtors
have entered into a Bulk Sale Transaction with a joint venture again
comprised of Klaff Realty L.P. and Lubert-Adler Real Estate
Opportunity Fund L.P. and Lubert-Adler Capital Real Estate
Opportunity Fund L.P. II.  The Debtors tell the Court that the sale
of the property satisfies the Code requirements seek for a sale free
and clear of liens, claims, encumbrances, and interests.

The Bulk Sale Transaction with Klaff-Adler allows the Debtors to
sell to Klaff-Adler the Debtors' (i) fee interest in the land and
improvements with respect to five parcels of real property, (ii) the
Debtors' right to control the disposition of the leasehold interests
in six properties, and (iii) the Debtors' interest in certain
personal and intangible property related to the fee property and

The fee property and lease rights involve store locations at which
the Debtors no longer have business operations.  The Debtors tell
Judge Walrath that this Bulk Sale Transaction would allow them to
"quickly recognize the value in a significant number of their closed
store real estate portfolio.  Moreover, they note, "consummating the
Bulk Sale Transaction will maximize the assets available for
distribution to creditors in a relatively short period of time."

Under the Agreement, the purchase price is $23,300,000, plus or
minus pro-rations and adjustments customary in such a transaction
and in certain specials circumstances.  

Among other things, the price may be adjusted for the following

1. the purchase price shall be increased by $75,000 per lease
for which the Debtors obtain an order of the Court extending the
Debtors' deadline for assuming or rejecting leases through and
including October 5, 1999

2. if the Order approving the Bulk Sale Transaction does not provide
for the transfer of the lease rights for the lease in Miami,
Florida, free and clear of the going-dark covenant, Klaff-Adler
or other purchaser may choose to not purchase the lease rights
of the Miami lease and thus reduce the purchase price by

3. the Debtors have agreed to indemnify and defend the purchaser for
any claims by the landlord under the lease in Glen Burnie,
Maryland for rent in excess of the amounts set forth in the

The Debtors, under the Agreement, will also transfer their Lease
Rights to the Purchaser at the Closing and will be directed by the
Purchaser when and to who, if applicable, to assume, reject or
assume and assign the leases.  The Purchaser is responsible for
occupancy and other charges under the Leases during the period
between the Closing until the effective date of the
assumption and assignment or rejection of the specific lease.

The Debtors are soliciting higher and better offers and have
established the procedure for the Bidding.  They terms and
conditions for competing bids are:

1. any person, entity or joint venture who desires to enter into
the Bulk Sale Transaction must submit a competing offer in

2. to be eligible for participation in the auction, a third party
offeror must

a. submit a bid that includes terms and conditions that
are substantially the same as those set forth in the
Klaff-Adler Agreement with altered terms crossed out  

b. The bid must be accompanied by a security deposit of $1,000,000
in the form of a cashier's or certified check

c. include a minimum initial bid in the amount of at least
$1,100,000 higher than the purchase price

d. be accompanied by proof of the ability to consummate the Bulk
Sale transaction

e. contain an acknowledgment that the offer is not contingent
upon any due diligence investigation

f. contain an acknowledgment that if the third-party offeror
ultimately becomes the successful bidder, the third-party
offeror shall be liable to the purchaser for the payment of the
overbid fee and pay the sum of $550,000, on the closing date, to
Klaff-Adler in satisfaction of the overbid fee.

If the Debtors receive a qualifying overbid, an auction is to be
conducted on May 26, 1999 at the officers of Skadden Arps in
Wilmington, Delaware at 10:00 a.m.  Bidding at the auction will
begin with the highest qualifying overbid and continue in increments
of $250,000 until such time as all qualified bidders have submitted
their highest and best bid.  The Debtors will seek authority to
enter into the Bulk Sale Transaction with the successful bidder at a
hearing on June 3, 1999.

To compensate Klaff-Adler, if it is not the successful bidder, for
the expenditures it has incurred and will incur in connection with
the proposed Bulk Sale Transaction and the negotiation of a
definitive Agreement, and for serving as a stalking horse, the
Debtors will pay Klaff-Adler a $550,000 break-up fee.  The Debtors
will also reimburse Klaff-Adler for reasonable out-of-pocket
expenses with the cost reimbursement capped at $200,000.
Klaff-Adler will not, under any circumstances, be paid both the
Breakup Fee and the Cost Reimbursements.

The following properties represent the five parcels of real property
that the Debtors will transfer their fee interest in the land and

     South Miami
     10200 Quail Roost Drive
     Cutler Ridge, Florida  

     7795 S. West 6th Street
     Plantation, Florida
     West Palm Beach
     3001 Okeechobee Boulevard
     West Palm Beach, Florida

     3920 S. Noland Road
     Independence, Missouri

     2901 E. Pioneer Parkway
     Arlington, Texas  

The Debtors' have right to control the disposition of the leasehold
interests in the following six properties:
     Glen Burnie
     50 Orchard Road
     Glen Burnie, Maryland

     Baltimore 3
     6610 Baltimore National Pike
     Baltimore, Maryland

     10211 Rockville Pike
     Rockville, Maryland

     Falls Church
     2950 Gallows Road
     Falls Church, Virginia

     1400 N. West 167th Street
     Miami, Florida

     Kansas City
     9325 Rosehill Road
     Lenexa, Kansas

The Debtors' interest in certain personal and intangible property
related to the fee property and leases.  

In conjunction with the Bulk Sale Transaction, the Debtors ask the
Court to extend the time to assume or reject leases to provide the
Purchaser with some additional time within which to exercise such
lease rights.  The Debtors seek "an additional and final 90-day
extension."  The Debtors believe the respective landlords under the
leases will not be prejudiced by such an extension because "they
will continue to receive all rental and other monetary obligations
under the respective leases until the effective date of an
assumption or rejection."  Moreover, the proposed Order expressly
provides that this will be the final extension, "thus guaranteeing a
final resolution of the assumption/rejection decision by October 5,
1999."  When the Court grants the Motion, Klaff-Adler will pay the
Debtors an additional $75,000 for each lease extended.  This
represents a potential increase in the purchase price of $450,000
for the six leases.

LEVITZ FURNITURE: Consolidated Condensed Statement of Operations
For the fiscal month ending 28-Feb-99, Levitz Furniture Incorporated
and Subsidiaries report net sales of $43,149,000 and a net loss of

LONG JOHN: Seeks Entry Into Shives Resignation Agreement
The debtors, Long John Silver's Restaurants, Inc., et al. seek
authorization to enter the resignation agreement of Paula J. Shives.

In mid-April, Shives notified the debtors that she intended to
resign her position as Senior Vice President, Secretary and General
Counsel effective May 14, 1999.  Shives is viewed by all concerned
parties as being critical to the formulation of a successful plan of
reorganization.  The debtors have requested that Shives continue
working in an advisory capacity through June 30, 1999.  She shall be
paid an advisory fee of $1,923.08 per week and a lump sum severance
payment of $106,750 on July 5, 1999.

LTCB LEASING: LTCB International Leasing Goes Bankrupt
Jiji Press English News reports on May 26, 1999 that LTCB
International Leasing, a subsidiary of failed Long-Term Credit Bank
of Japan, has gone bust, Teikoku Data Bank Ltd. said Wednesday.

Tokyo District Court declared the company bankrupt Tuesday, the
private credit research agency said. LTCB International Leasing's
liabilities are estimated at 140.6 billion yen in total.
LTCB, burdened with heavy bad loans, was put under temporary state
control in October last year.

MEDICAL RESOURCES: Off Nasdaq, Now Trading OTC
Medical Resources, Inc., and collectively with its subsidiaries,
affiliated partnerships and joint ventures, specializes in the
operation and management of diagnostic imaging centers. The company
operates and manages primarily fixed-site, free-standing outpatient
diagnostic imaging centers, and provides diagnostic imaging network
management services to managed care providers. The company also
develops and sells radiology industry information systems through
its subsidiary, Dalcon Technologies, Inc.

On April 22, 1999, due to Medical Resources' failure to meet the
continued listing requirements of the Nasdaq National Market or the
Nasdaq SmallCap Market, found its common stock to be delisted by
Nasdaq. The company's common stock is now traded on the OTC Bulletin
Board, an electronic quotation service for NASD Market Makers.

For the quarter ended March 31, 1999, total company net service
revenues were $41,888,000 versus $47,022,000 for the quarter ended
March 31, 1998, a decrease of $5,134,000 or 11%. Medical Resources  
says the decrease in net service revenues was due principally to an
expected decrease in personal injury claims business and a
continuing gradual decline in reimbursement rates. In addition,
during 1998, the company closed or sold eight imaging centers.
Medical Resources' net loss from continuing operations for the
quarter ended March 31, 1999 was $1,468,000 compared to the quarter
ended March 31, 1998 of $4,739,000.

MONTGOMERY WARD: Despite Objections Court OK's Disclosure Statement
Attorney for the debtor David Kurtz indicated, the Debtors believe
that the Disclosure Statement exceeds the disclosure requirements
imposed under 11 U.S.C. Sec. 1125 and provides more than enough
information to permit a creditor to decide whether to vote to accept
or reject the Joint Plan.

Judge Walsh ruled that, having reviewed the objections to the
Disclosure Statement and the proposed changes submitted by the
Proponents, he finds the Disclosure Statement, as amended, satisfies
Sec. 1125, provides sufficient information allowing creditors to
decide whether they should vote to accept or reject the Joint Plan,
and should be transmitted to creditors for voting without further
delay.  "It's time for this company to leave the bankruptcy
court," Judge Walsh commented.

NATIONAL STORES: Auction Draws Only Seven Qualifying Bids
The St. Louis Post-Dispatch reports on May 27, 1999 that potential
bidders and observers filled a courtroom Wednesday at the U.S.  
Bankruptcy Court for the auction of leases and fixtures of the
defunct National and Gibson's markets.

But even most of the registered bidders turned out to be observers.
Twelve of the 19 leases failed to get a $10,000 minimum bid, and the
trustee accepted only three bids.

"It was brutal," said Howard Smith, one of the lawyers working with
trustee Kathy Surratt-States. Their job is to get as much money as
possible for the creditors of Family Co. of America -- which owned
the National and Gibson's groceries -- and they were clearly

The auction for 19 store leases and fixtures from 20 stores yielded
only about $450,000. The results are subject to confirmation by the
court, which holds a hearing Friday.

Surratt-States accepted bids for the former National Markets stores
at 2700 South Grand Boulevard and 1605 South Jefferson Avenue in St.
Louis and for 7434 Olive Boulevard in University City.

Sterling Moody hopes to open a Sterling's Market at the South Grand
address in 30 days. He bid $63,000 for the lease and fixtures. The
lease for the South Jefferson store brought the highest bid,
$125,000 from Barney Miller. He owns Foodland Warehouse Foods in
Fairmount City, Ill.

Moody, however, still hopes to get that store. He said he would meet
with Miller on Wednesday night to discuss buying the lease from
Miller. Eight months ago, Moody opened his first Sterling's Market
in Baden.

The third bid that Surratt-States accepted was made by Peter
Sarandos, who owns three Pete's Shur-Sav Markets, two in St. Louis
and one in University City. He bid $80,000 for the Olive Boulevard
lease and said he would need about 90 days to reopen the store.

According to information given the bidders by the trustee, the South  
Jefferson store had sales of $10 million in the year ending Feb. 21.
The Olive Boulevard store had sales of $6.2 million. Sales for the
South Grand store were not provided.

The leases are actually subleases. Schnuck Markets Inc. leases the
sites from their owners. Schnucks was required by the Federal Trade
Commission to divest 24 stores after it bought the old National
Supermarket chain in 1995.

The buyers of the subleases at Wednesday's auction were simply
buying the right to continue the terms of the leases, which range
from 26 years to nearly 42 years. At Friday's court hearing,
Surratt-States will ask the court to reject the remaining 16 leases.
When the judge does that, control of the sites -- and  
responsibility for the rent -- will revert to Schnucks.

Schnucks would have to get permission from the FTC to put one of its
own stores at any of the sites. Family Co., set up by James R.
Gibson of Belleville, bought 23 stores from Schnucks and began using
the National name in March 1996. The company lost millions of
dollars, and on April 2 filed for bankruptcy. The low prices and
lack of bids Wednesday were indicative of poor locations,
said Peter Sarandos' son, Peter Jr. "To ensure competition, the FTC
should have made Schnucks sell better locations," he said.

In addition, the Sarandoses said, there was nothing in the FTC
agreement or in Gibson's deal to prevent Schnucks from building a
new store near one that it sold to Gibson's company. That's what
happened in University City.

The store that Schnucks opened late in 1997 on the grounds of the
old Mercy High School, the Sarandoses said, hurt sales at the Olive
Boulevard store that Schnucks had sold.

NATIONSWAY TRUCKING: May Operate Through End of The Week
Attorneys at a federal bankruptcy hearing in Phoenix
On May 26, 1999 agreed to allow the trucking company owned by
Colorado Rockies co-owner Jerry McMorris to operate through the end
of the week. It will allow NationsWay Trucking to pay salaries to
drivers and other operating expenses. Company spokesman Chip Roth
said drivers were last paid May 18th and missed their first  
paycheck this week. Meantime the truck stoppage has caused other
businesses  trouble. One example: Celestial Seasonings is looking
for 60-thousand boxes of tea they shipped with NationsWay.

NEW JERSEY MANAGEMENT: Case Summary & Largest Unsecured Creditors
Debtor:  Pratt Casino Corporation
         Two Galleria Tower
         Suite 2200
         13455 Noel Rd., LB 48
         Dallas Texas 75240

Type of business: Former (defunct) licensed casino manager

Court: District of Delaware

Filed: 05/25/99    Chapter: 11

Debtor's Counsel:
Robert D. Albergomi
Steven K. Kortanek
Haynes and Boone LLP
901 Main St.
3100 Nations Bank Plaza
Dallas Texas 75202                  

Total Assets:            $240,865
Total Liabilities:       $23,667,686
Number of Shares of Common Stock - 1000 - 1 holder                                                

Largest Unsecured Creditors:

   Name                              Amount
   ----                              ------             
Greate Bay Casino Corp.             $277,576
PRT Funding Corporation          $23,389,710

ONEITA INDUSTRIES: Motion To Reject Warehouse Services Agreement
The debtor, Oneita Industries, Inc. seeks authority to reject a
Warehouse Services Agreement with Standard Corporation.

Pursuant to the agreement, Standard invoices the debtor monthly for
warehouse services provided at the Distribution Center.  In addition
to a monthly management fee, Standard charges the debtor fixed
monthly fees for the services of its managerial and supervisory
personnel and charges the debtor at hourly rates for the services of
its clerical and warehouse personnel.  The debtor also reimburses
Standard for its expenses.  The average monthly charge to the debtor
since the commencement of this case is approximately $75,000.

After the sale of all activewear inventory at the Distribution
Center to Consolidated Auctioneers & Liquidators, Inc., the debtor
no longer requires Standard's service.

ONEITA INDUSTRIES: Seeks Approval of Key Employee Retention Plan
Oneita Industries Inc. seeks an order providing the debtor authority
to implement a key employee retention plan.

While the debtor expects that the liquidation process will be
completed by the end of June, the debtor deems it necessary to
maintain its Key Employees to oversee the orderly liquidation of its
inventory. The debtor estimates that if all of the key employees
remain with the debtor for the duration of its wind down the
severance bonuses would total approximately $79,000.

PENN TRAFFIC: Court Confirms Plan
The Penn Traffic Company (OTC: PNFT) announced that the U.S.
Bankruptcy Court for the District of Delaware confirmed its Joint
Plan of Reorganization under Chapter 11 of the Bankruptcy Code.

Penn Traffic expects that its Plan of Reorganization will be
effective in approximately two weeks. "The Company has successfully
completed its financial restructuring," said Gary D. Hirsch,
Chairman of Penn Traffic. "We now look forward to continuing  
the process of rebuilding our franchise and profitability. This has
certainly been a challenging time for our Company. We have come
through this process very well with the cooperation of all parties
and the efforts of our employees."

"The creditors are pleased with the rapid confirmation of the
restructuring  plan and look forward to the future success of the
Company," said Jeffrey  Werbalowsky, Senior Managing Director,
Houlihan, Lokey, Howard & Zukin Capital, financial advisor to the
Official Committee of Unsecured Creditors.

"Our employees continue to dedicate themselves to improving our
business and serving our customers," said Joseph V. Fisher,
President and Chief Executive Officer of Penn Traffic. "We now have
a great opportunity to attract more customers to our stores and
rebuild our market share. It's an exciting time at Penn Traffic."

Penn Traffic filed its petition for relief under **Chapter 11** on
March 1, 1999, seeking to implement a pre-negotiated financial
restructuring with the holders of its senior and subordinated notes.

The restructuring will cancel Penn Traffic's existing $1.13 billion
of senior and subordinated notes and (i) distribute $100 million of
new senior notes and 19,000,000 shares of new common stock to the
holders of existing senior notes and (ii) distribute 1,000,000
shares of new common stock and six-year warrants to purchase
1,000,000 shares of new common stock having an exercise price of  
$18.30 per share to the holders of the existing senior subordinated
notes. In addition, each 100 shares of Penn Traffic's common
stock outstanding  immediately prior to the restructuring will be
converted into one share of new  common stock for a total of
approximately 107,000 shares of additional new  common stock.

Penn Traffic also announced it expects to enter into a new $340
million secured credit facility with a bank group led by Fleet
Capital Corporation as agent. Proceeds from the new facility will be
used to satisfy the Company's obligations under its DIP facility and
for its ongoing working capital and capital expenditure
requirements. The credit facility is initially expected to have more
than $100 million in unused borrowing capacity.

"Our new capital structure will enable us to launch an aggressive
store and infrastructure capital program," said Mr. Hirsch. "We
expect over the next 18 months to make capital expenditures of
approximately $100 million for new, enlarged and remodeled stores
and for other investments. With our dramatically reduced debt
burden, we expect to be able to implement this program while  
maintaining substantial financial flexibility and liquidity."

PHP HEALTHCARRE: Hearing To Consider Disclosure Statement
On May 21, 1999, PHP Healthcare Corporation and NationsBank, NA
filed a joint plan of liquidation for PHP Healthcare Corporation and
a proposed Disclosure Statement to accompany the joint plan of
liquidation for PHP Healthcare Corporation.  A hearing to consider
The approval of the Proposed Disclosure Statement will be held
before the Honorable Mary. F. Walrath, US Bankruptcy Judge, 6th
Floor, 824 Market Street, Wilmington, Delaware at 2:00 PM on June
25, 1999.

PHP HEALTHCARE: Taps McDermott Will & Emery as Special Counsel
The debtor, PHP Healthcare Corporation is seeking a court order
authorizing the employment and retention of McDermott Will & Emery
as special counsel for the debtor.  

The firm will represent the debtor with the respect to the sale of
all of the stock of DC Chartered Health Plan, Inc., a subsidiary of
the debtor.  If the transaction is completed, the debtor stands to
gain significant revenues.

PITTSBURGH PENGUINS: Ask Court to Void Civic Arena Lease
The Pittsburgh Penguins have asked the bankruptcy court to void the
Civic Arena agreement, one day after Mario Lemieux offered to buy
out the team's arena lease, according to a newswire report. The
lease with SMG, which runs the arena, costs the team $6 million a
year, which is a National Hockey League high. If approved, the
motion would allow any potential buyer, most likely Lemieux, to
negotiate a new lease to play in the arena. The lease is a key part
of the bankruptcy reorganization of the team and the capability to
keep the team in Pittsburgh. The NHL has praised Lemieux's plan,
which includes buying out the remaining eight seasons on the
lease for $15 million. SMG President Wes Westley said the lease is
not for sale but concessions are possible. Bankruptcy Judge Bernard
Markovitz has scheduled a June 24 hearing on Lemieux's plan. (ABI

PRATT CASINO: Case Summary & Largest Unsecured Creditors
Debtor:  Pratt Casino Corporation
         Two Galleria Tower
         Suite 2200
         13455 Noel Rd., LB 48
         Dallas Texas 75240

Type of business: Holding company for various corporations that have
owned GB Holdings, Inc., managed New Jersey Management, Inc. and
funded PRT Funding Corp. casino businesses.

Court: District of Delaware

Filed: 05/25/99  Chapter: 11

Debtor's Counsel:
Robert D. Albergomi
Steven K. Kortanek
Haynes and Boone LLP
901 Main St.
3100 Nations Bank Plaza
Dallas Texas 75202                  

Total Assets:            $20,147,724
Total Liabilities:       $102,743,931
Number of Shares of Common Stock - 1000 - 1 holder                                                

Largest Unsecured Creditors:

   Name                              Nature             Amount
   ----                              ------             ------
U.S. Bank N.A., Trustee          11 5/8% Senior Notes  $89.2 Million
N.J. Secy'y of State             '99 Income Tax/est.   $100
Aon Risk Services                Brokers Fee(est.)     $300

PREMIS CORP: Annual Meeting In July/Planning Company Liquidation
Stockholders of Premis Corp. will soon be receiving notice of the
company's annual meeting to be held in July.  A certain date has yet
to be announced, however, it is known that the meeting  will take
place at 4:00 p.m., at the Ramada Plaza Hotel, located at 12201
Ridgedale Drive in Minnetonka, Minnesota.

The agenda for this meeting includes a proposal to sell the
company's ownership of its subsidiary, PREMIS Systems Canada
Incorporated and its OpenEnterprise software to ACA Facilitair BV
and a proposal to adopt a plan of complete liquidation and
dissolution of the company. If the transaction is approved, the
stockholders will be asked to authorize the Board to retain up to $1
million, in net proceeds of the liquidation for a period of
up to 12 months to identify and secure a business combination which
may provide shareholders with additional value. Also to be conducted
at the meeting will be the election of the five nominee directors
named on the proxy cards; and the appointment of
PricewaterhouseCoopers LLP as auditors for the fiscal year ending
March 31, 2000.  Following the formal business of the meeting,
management of the company will respond to questions from

PRT FUNDING CORP: Case Summary & Largest Unsecured Creditors
Debtor:  PRT Funding Corp
         Two Galleria Tower
         Suite 2200
         13455 Noel Rd., LB 48
         Dallas Texas 75240

Type of business: Special purpose funding corporation, through which
financing was arranged for casino businesses.

Court: District of Delaware

Filed: 05/25/99    Chapter: 11

Debtor's Counsel:
Robert D. Albergomi
Steven K. Kortanek
Haynes and Boone LLP
901 Main St.
3100 Nations Bank Plaza
Dallas Texas 75202                  

Total Assets:            $1,000
Total Liabilities:       $112,459,131
Number of Shares of Common Stock - 1000 - 1 holder                                                

Largest Unsecured Creditors:

   Name                              Nature             Amount
   ----                              ------             ------
U.S. Bank N.A., Trustee          11 5/8% Senior Notes  $89.2 Million
N.J. Secy'y of State             '99 Income Tax/est.   $100
Aon Risk Services                Brokers Fee(est.)     $300

SERVICE MERCHANDISE: Proposal To Sell Property For $2.5 Million
The Debtors seek authority to assume an executory contract for
property located at 5240 North 27th Street, in Lincoln, Nebraska.  
The Debtors propose to sell the property, former store number 352,
to Larson Enterprises for $2,500,000.

The salient terms of the contract include:

1. Purchase Price:  $2,500,000 payable in cash in form of $150,000
deposit and $2,350,000 at Closing.

2. Closing:  Purchaser is obligated to close on or about
July 2, 1999.

3. Commissions: $25,000 payable by the Debtors from the proceeds
of the Closing to each of the Purchaser's brokers, Lund Company
and Griffin Companies, Inc., plus commission will be paid to
the Keen Venture.

4. Other terms:  Property is sold as-is

The Debtors advise the Court that under the Purchase Agreement, they
were obligated to pay $100,000 in commissions, $25,000 to each of
Lund Company and Griffin Companies and $50,000 to Floyd Dean of Dean
& Associates.  In connection with his formal retention by the
Debtors in these cases as a member of Keen Venture, Mr. Dean has
waived his commission.

The Debtors inform Judge Paine that, in an effort to maximize the
value received for the property, they requested Keen's opinion with
respect to DJM'S valuation of the property as well as Keen's
evaluation of the Purchase Agreement.  As a result, Keen has exposed
the property to additional marketing, at the Debtors request.  To
date, the Debtors have not obtained any other offers for the
property.  Keen, however, has identified potential interested
parties and the Debtors will serve each with a copy of this Motion.

In consideration of Keen's ongoing efforts to market the property,
Keen would be entitled to receive a fee under its Real Estate
Retention Agreement with the Debtors.  Such fee would be between
1.75% and 2.5% of the gross proceeds of the sale, or between $43,750
and $62,500.  

The Debtors concede that the commission to Keen could exceed,
although "not substantially," the waived commissions originally owed
by the Debtors to Mr. Dean. (Service Merchandise Bankruptcy News
Issue 6; Bankruptcy Creditors' Service)

SERVICE MERCHANDISE: Receives Approval To Extend Exclusivity
Service Merchandise Company, Inc. (NYSE: SME) at yesterday's regular
monthly hearing received Court approval to extend the period in
which the Company has the exclusive right to file or  
advance a plan of reorganization in its Chapter 11 case.  Today's
order extended the exclusivity period from July 23, 1999 to February
29, 2000, and further extended the Company's exclusive right to
solicit acceptances of its plan from September 21, 1999 to May 1,

"The extension of exclusivity will enable the Company to focus its
resources on operating its business through the critical fourth
quarter holiday selling season, during which Service Merchandise,
like most retailers, typically generates a substantial portion of
its annual revenues," said Chief Executive Officer Sam Cusano.  "In
addition, in knowing that management remains in control of the
Company, we believe that our merchandise vendors will have  
added confidence in our stability and a greater number will return
to more normalized payment terms."  Mr. Cusano noted that since
Service Merchandise received final approval from the Bankruptcy
Court of its $750 million DIP financing agreement last month, a
significant number of the Company's vendors have resumed shipment of
inventory on normal terms.  "We are encouraged by the support we
have already received from the vendor community at large and believe
that it will increase further due to the extension of the  
exclusivity period," he said.

In other action, the Court approved the Company's motion to clarify
an earlier order authorizing payment of prepetition claims of
consignment vendors and approving post-petition procedures covering
consigned goods.  The Court also approved the Company's motions
requesting the extension of time to assume or reject executory
contracts and unexpired real property leases, the assumption  of
three real estate sale agreements which generated approximately $8
million  before payment of encumbrances, the rejection of
certain computer equipment  leases and the assumption of senior
management employment agreements.

Service Merchandise and its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the Middle  District of Tennessee in Nashville on March 27, 1999.

Service Merchandise is a specialty retailer focusing on fine
jewelry, home and gift products.

SFX ENTERTAINMENT: Makes Offer for Livent
SFX Entertainment has offered to buy Livent for at least $100
million, The New York Times reported. Broadway production company
Livent, which is operating under chapter 11 production, owes
creditors about $200 million. SFX has helped produce some Broadway
shows, such as the musical "The Civil War," and it is offering cash
and equity worth $100 to $110 million. SFX would buy most of
Livent's assets, including the Ford Centre for the Performing Arts
at Times Square and two other theaters in Chicago and Toronto. SFX
also would acquire the rights to shows including "Ragtime," "Fosse"
and "Phantom of the Opera." Any deal is subject to the bankruptcy
court's approval. Other interested parties include the Walt
Disney Co., Cablevision Systems and Back Row Production Inc. (ABI

TOLLYCRAFT YACHT:Moving Manufacturing and Headquarters
Tollycraft Yacht Corporation, in its various business forms, has
been manufacturing high quality watercraft for over 64 years.  In
that period of time the company has reputedly produced some of the
finest motor yachts available.  However, historically unprofitable
operations and the circumstances surrounding the company's
manufacturing facilities and landlord, have required Tollycraft
management to make significant changes to the way it does business.

Tollycraft Yacht Corporation in manufacturing and distributing
luxury motor yachts grants credit to its customers.  The ability to
collect its accounts receivable is affected by economic fluctuations
in the geographic areas served by the company.  Revenue is
recognized upon completion, shipment and title transfer of each
yacht.  Accordingly, revenue and costs of individual
yachts are included in operations in the year during which they are
completed.  As a consequence Tollycraft had no revenue to report
during the first quarter of either 1999 or 1998.  The company has
devoted substantial efforts during 1998 and continuing into 1999, in
relocating their corporate administrative and sales offices to
Plantation, Florida, its manufacturing facilities to Merida,
Yucatan, Mexico and restructuring debt, rather than
in the marketing and manufacturing of luxury motor yachts.  The
management of Tollycraft believes that the efficiencies expected to
be achieved by relocating to the Eastern United States, which is
closer to the geographic area most served by the company, and the
lower operating overhead expected by relocating their manufacturing
to Mexico will enable Tollycraft to achieve profitably.  The company
expects the construction of their new manufacturing plant to be
completed by the third quarter of fiscal 1999.  At that time the
company will be able to commence manufacturing again. Marketing
efforts will begin in the spring of 1999.

Tollycraft Yacht Corporation has also announced the relocation of
the company's corporate headquarters from southwest Washington to
southern Florida.  Management believes this southern Florida
location will give Tollycraft a much needed presence where high
demand exists for yachts of Tollycraft quality.  Management is also
looking forward to having an office in this area which, they state,
will give the company access to some of the more talented marketing,
engineering, design, and administrative employees in the industry.  
In the past, the company's manufacturing employees have been
organized under a union contract.  Even with concessions negotiated
in the most recent labor contract, the company's research has
determined that existing contract rates are still among the highest
in the industry.  With thousands of man-hours required to produce
each vessel, Tollycraft's yachts would become some of the most
expensive yachts to produce in their class.  With retail prices
increased to cover these costs it became evident that Tollycraft
needed to reduce costs or price itself out of existence.  The
most significant costs savings available to Tollycraft Yacht
Corporation will result from the company's planned relocation of
it's manufacturing facilities from southwest Washington to a marine
oriented industrial complex in Progresso, Mexico where wages are
anticipated to be from $4. per hour to a high of $8. hourly.  
Tollycraft has been exploring several international locations and
has selected Progresso, Mexico over other sites considered for
several reasons.

Current operating results of the company reportedly were as expected
and budgeted by management.  All production has been discontinued
and all non-essential personnel have been laid off.  A net loss of
$(15,000) was incurred for the quarter ended March 31, 1999, due to
depreciation of property, plant and equipment.  For the quarter
ended March 31, 1998 the net loss had been $453,800.

TRANSWORLD AIRLINES: Impact of Seasonal Travel Lessens
TWA has experienced greater demand for air travel during the summer
months, therefore the airline states that airline industry revenues
for the third quarter of the year are generally significantly
greater than revenues in the first and fourth quarters of the year
and moderately greater than revenues in the second quarter of the
year.  In the last two years, TWA has attempted to reduce the
seasonal nature of its business through an acceleration of its fleet
renewal program, a decrease in international operations, and the
restructuring of its JFK operations, with the result that the
difference between TWA's seasonal average daily peak and trough
capacities relating to available seat miles has dropped from 20.8%
in 1996 and 16.9% in 1997 to 3.9% in 1998.  TWA anticipates that the
seasonal variability of its financial performance will be reduced
(but not eliminated) as a result of these changes; however, there
can be no assurance that this deseasonalization will occur.

For the first quarter of 1999, TWA reported an operating loss of
$37.6 million, a $31.1 million improvement over the 1998 operating
loss of $68.7 million.  The 1999 operating loss represented a 45.3%
improvement over the first quarter 1998 loss which includes a non-
cash operating expense of $26.5 million relating to a distribution
made in July 1998 of TWA common stock and employee preferred stock
to employee stock plans pursuant to the ESIP.  The 1999 results
represent a 10.9% improvement excluding the non-cash charge.

The net loss of $21.6 million for the first quarter 1999 was $33.9
million better than the 1998 net loss of $55.5 million.  The first
quarter 1999 net loss included non-operating income of $21.3 million
related to the sale of a portion of the company's ownership interest
in Equant N.V., a telecommunications network company.  The first
quarter 1998 net loss included an extraordinary charge of $1.4
million relating to the early retirement of debt.

In the first quarter of 1999, total operating revenues of $764.6
million were $0.8 million less than the $765.4 million recorded in
1998.  Passenger revenues improved $4.8 million including an
adjustment of $4.0 million to reduce an estimated ticket voucher
liability, which was offset by decreases in revenues for freight and
mail ($2.2 million), Getaway Tour revenues ($1.2 million), and
revenues from rental of facilities and equipment ($1.9 million).  
System-wide capacity, as measured by scheduled available seat miles,
decreased 2.0% during the first quarter of 1999 (reflecting an
increase of 1.3% in domestic available seat miles and a decrease of
18.8% in international available seat miles) from the comparable
period of 1998.  The decrease in international capacity was
primarily attributable to the ongoing replacement of B-747 aircraft
with smaller B-767 and B-757 aircraft.  The retirement of the last
B-747 aircraft from TWA's fleet occurred in February 1998,
completing the retirement of the wide-body jets.  Passenger traffic
volume, as measured by total revenue passenger miles in scheduled
service for the three months ended March 31, 1999, decreased 0.8%
reflecting an increase in domestic traffic of 2.2% and a decrease in
international traffic of 15.5%.

UNITED STATES EXPLORATION: Expanded Operations, Net Loss & Default
United States Exploration, Inc. was incorporated on January 9, 1989.
The company produces oil and gas and operates gas gathering systems.
The company's operations have historically been located in Kansas
and Oklahoma.  Effective May 15, 1998, United States Exploration
acquired producing oil and gas properties in northeast Colorado
which now constitute its principal oil and gas assets.  The
company's properties in Oklahoma were sold in three separate
transactions in January and May of 1999.

United States Exploration realized a net loss of $1,129,553 for the
first quarter of 1999 compared to a loss of $275,511 for the first
quarter of 1998.  Revenues were $1,520,104 and $759,480

In May 1998 United States Exploration acquired the company's
properties from UPR.  This new acquisition is many times larger than
the properties historically owned by the company.  As a result of
the impact of this acquisition, the company indicates that a
comparison of the first quarter 1999 with the first quarter 1998 is
not particularly meaningful.

United States Exploration is in default under its credit agreement
with ING (U.S.) Capital LLC. The amount outstanding is $32,000,000
and the company is in default on certain financial covenants as
well. Under the terms of the credit agreement, cash dividends on the
company's Series C Convertible Preferred Stock may not be paid if
there is a default under the credit agreement. Dividends have not
been declared or paid since the second quarter of 1998. Unpaid
dividends from July 1, 1998 through May 15, 1999 approximate
$186,130. The Series C Convertible Preferred Stock is not
registered stock. At December 31, 1998 and March 31, 1999, United
State Exploration did not meet certain financial ratios and net
worth requirements contained in the credit agreement. As a result of
the company's failure to meet these ratios and requirements at
December 31, 1998 and March 31, 1999, the loan is in default and can
be called by the bank. United States Exploration's obligations under
its credit agreement are secured by substantially all of the
company's oil and gas properties. The credit agreement also
prohibits the payment of dividends on the company's common stock and
prohibits the payment of dividends on its Series C Preferred Stock
for periods ending after June 30, 1999. Prior to June 30, 1999, it
is prohibited from paying any dividend on the Series C Preferred
Stock if a default under the credit agreement exists. No dividend
has been paid on the Series C Preferred Stock
since the quarter ended June 30, 1998.

XATA CORP: Asset Sales & Lower Operating Expenses Equal Net Gain
Xata Corp., specializing in electronic computers, has reported net
sales for the three months ended March 31, 1999 decreased 2.2% to
$3,366,664 as compared to sales of $3,440,896 for the comparable
three month period ended March 31, 1998. The Company recorded net
income of $337,942 for the three month period ended March 31, 1999,
compared to net income of $22,769 for the comparable 1998 period. Of
the net income recorded for the three and six month periods ending
March 31, 1999, $24,428 was a net gain on the sale of assets. The
remaining $313,514 and $235,918 in the 1999 period was primarily the
result of lower operating expenses.

DLS Capital Partners, Inc. provides Bond Pricing For Week of May 24,

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               9 - 11 (f)
Amer Pad & Paper 13 '05            65 - 68
Asia Pulp & Paper 11 3/4 '05       73 - 75
Boston Chicken 7 3/4 '05            5 - 6 (f)
Cityscape 12 3/4 '05                9 - 11 (f)
E & S Holdings 10 3/8 '06          47 - 52
Geneva Steel 11 1/2 '01            21 - 23 (f)
Globalstar 11 1/4 '04              61 - 63
Hechinger 9.45 '12                  7 - 9 (f)
Iridium 14 '05                     20 - 22
Loewen 7.20 '03                    59 - 61
Penn Traffic 8 5/8 '03             46 - 47 (f)
Planet Hollywood 12 '05            20 -23 (f)
Samsonite 10 3/4 '08               76 - 78
Service Merchandise 9 '04          19 - 20 (f)
Sunbeam 0 '18                      15 - 16
TWA 11 3/8 '06                     51 - 52
Vencor 9 7/8 '05                   20 - 22 (f)
Zenith 6 1/4 '11                   29 - 31 (f)


The Meetings, Conferences and Seminars column appears in
the TCR each Tuesday.  Submissions via e-mail to 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

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.  
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