TCR_Public/990602.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, June 2, 1999, Vol. 3, No. 105

                      Headlines

ABRAXAS PETROLEUM: To Exchange Senior Secured Notes Recently Issued
AFP IMAGING: Among Other Woes Holder of Note Wants $2.5 Million
ANCHOR GLASS: Higher Volume Sales, Lower Margin = Net Loss
ASCENT ASSURANCE: Health Coverage Remains A Precarious Endeavor
BISCAYNE APPAREL: In Liquidation Hoping To Rise Again

BRADLEES: Distributing Summary Financial Plan To Vendors/Creditors
CALCOMP TECHNOLOGY: Formally Advising Stockholders of Liquidation
CELLPRO: Obtains Confirmation Of Reorganization Plan
CRESCENT JEWELERS: Retains Reorganization Expert
DAILEY INTERNATIONAL: Announces Filing Chapter 11

DAILEY INTERNATIONAL: Case Summary & 20 Largest Creditors
DANKA BUSINESS: Selling 90% Of Danka Services International
EQUALNET COMMUNICATIONS: Uphill Battle Sliding
EQUITEX INC: Company Changes Method Of Reporting
FINE HOST: Court Confirms 2nd Amended Reorganization Plan

FIRST UNION REAL ESTATE: Assets Sold To Satisfy Bank Loans
FPA MEDICAL: Court Confirms Second Amended Reorganization Plan
GARGOYLES INC: "Looking Good" Despite Lower Net Sales
GIBSON GREETINGS: Greater Losses On The Way?
HUNGARIAN TELEPHONE: Equity Investment By Citizens International

INTERACTIVE NETWORK: Looking For New Independent Accountants
INTERNATIONAL WALLCOVERINGS: Extension of CCAA Protection
IRIDIUM: Receives 30-Day Extension From Lenders
KMART: No Longer a Guarantor Under Hechinger's Credit Facility
LAMONTS APPAREL: Upcoming Annual Meeting To Consider Amendments

LEVITZ FURNITURE: Receives Court Approval of 10th Amendment To DIP
LIVENT: Definitive Agreement Reached With SFX Entertainment
MONTGOMERY WARD: Confirmation Hearing Set
MONTGOMERY WARD: Klaff Realty Acquires Real Estate Assets
NATIONSWAY: Ex- Employees Plan Boycott

ON STAGE ENTERTAINMENT: Receives Notice of Default
OXFORD HEALTH PLANS: Memberships Down, Revenues Down
PEOPLES CHOICE TV: Sprint Exercises Option/Purchases 670,000 Shares
RIVERWOOD HOLDING: Workforce Reduced In Effort At Profitability
ROOM PLUS: Loses Qualifications For Nasdaq Listing

SAFEGUARD HEALTH: Executes Agreements To Restructure Debt
SALANT CORP: Open Market Transactions Yield Major Stock Ownership
TAL WIRELESS: Losses Mount, May Lack Funds For Shareholders
TELEGROUP INC: Announces Sale to PRIMUS
THORN APPLE: Response In Objection To Termination of Exclusivity

TRANS WORLD AIRLINES: Preferred Stock To Go On The Block
TRISM INC: Brown Hired To Assist In Recapitalization Plan
WORLDCORP: 15.1% Ownership in Stock Now Resides With Investment Firm

Meetings, Conferences and Seminars


                      *********


ABRAXAS PETROLEUM: To Exchange Senior Secured Notes Recently Issued
-------------------------------------------------------------------
As soon as the Registration Statement filed with the SEC becomes
effective Abraxas Petroleum Corp. will offer to exchange 12 7/8%
Senior Secured Notes Due 2003, Series B for any and all outstanding
12 7/8% Senior Secured Notes Due 2003.  The exchange offer will
expire at a date to be determined once the exchange can be
officially announced.

The 12 7/8% Senior Secured Notes Due 2003 were originally offered
and sold on March 26, 1999.  They will mature on March 15, 2003 and
bear interest at the annual rate of 12 7/8%, payable semi-annually        
beginning on September 15, 1999. They are secured by most of the
company's current and future assets other than certain excluded
assets, and rank senior in right of payment to any of the       
subordinated indebtedness and rank equally with any of the senior
indebtedness.  They are subject to redemption or repurchase by
Abraxas under certain circumstances.

The 12 7/8% Senior Secured Notes Due 2003, Series B are being
offered in exchange for an equal principal amount of the company's         
outstanding Senior Secured Notes. They evidence the same
indebtedness as the outstanding Senior Secured Notes and are
entitled to the benefits of the indenture under which those notes
were issued.  The company reports that the new notes are
substantially identical in all material respects to the outstanding
Senior Secured Notes, except for certain transfer restrictions and
registration rights.  


AFP IMAGING: Among Other Woes Holder of Note Wants $2.5 Million
---------------------------------------------------------------
AFP Imaging Corp. has rendered its first quarter 1999 financial
report which shows a net loss of $1,213,513 on revenues of
$6,700,297.  In the same period of 1998 revenues were $8,548,583 but
losses sustained were $1,758,113.

The company's working capital at March 31, 1999, decreased
approximately $1,318,800 from June 30, 1998. AFP financed the
repurchase of its common stock from a former director through
available cash funds and has also reported a current liability on a
promissory note to the former owner of an acquired business.

AFP Imaging has a senior credit facility consisting of a $9.85
million revolver and term loan facility.  This credit line is
reported by the company as sufficient to finance ongoing working
capital requirements assuming that the company's losses from
operations do not continue for a material period of time, and, the
company is not required to make current payments on the promissory
note to the former owner of a recently acquired business. The
revolver loan is secured by available and eligible inventory,
accounts receivable, and specific intangibles. This facility
requires that certain financial ratios and net worth amounts be
maintained. The company says it is currently in compliance with all
of its covenants and terms, with the exception of the debt service
coverage ratio.  Its senior lender has orally waived compliance with
such coverage ratio for the quarter ended March 31, 1999.  Such
waiver is subject to negotiating more restrictive terms and
conditions relating to certain areas, including documentation and
reporting, revised formula borrowing, and limitations on payments to
subordinated noteholders. The lender has orally agreed to this
waiver after noting that fiscal 1999 operations were negatively
impacted by the significant operating expenses associated with the
company's new digital dental product lines. This facility was
renewed in July 1997 and expires in July 2000. AFP Imaging is
dependent upon its existing credit facilities to finance its overall
operations. At March 31, 1999, the company currently had available
$1.7 million of unused lines of credit for short-term financing
needs plus cash and cash equivalents of $625,000.

The holder of the promissory note has declared such promissory note
in default for non-payment of $500,000 due on January 4, 1999 and
elected to accelerate the full principal unpaid balance thereof of
$2.5 million. The company believes it has a variety of counterclaims
and is not in default. As per its asset purchase agreement dated
December 24, 1997, this dispute will be resolved through mediation
and then binding arbitration. Currently all parties are seeking an
amicable resolution through the mediation process. No specific dates
or location have been determined for the mediation process. The
promissory note is subordinated to the terms of the company's senior
credit facility.  


ANCHOR GLASS: Higher Volume Sales, Lower Margin = Net Loss
----------------------------------------------------------
Anchor Glass Container Corp. was formed in January 1997 to
consummate the Anchor acquisition.  On February 5, 1997, adhering  
to an asset purchase agreement, the company acquired substantially
all of the assets, and assumed certain liabilities, of Anchor Glass
Container Corporation (the "Old Anchor"), now being liquidated in an
amended proceeding under Chapter 11 of the U.S. Bankruptcy Code.  
The company purchased eleven operating glass container manufacturing
facilities and other related assets in the Anchor acquisition.  
Prior to the Anchor acquisition, the present company had no
operations.

Net sales for Anchor Glass Container Corp. for the 1999 first
quarter were $146.9 million compared to $149.2 million for the first
quarter of 1998, a decline of $2.3 million on a volume increase of
approximately 8%. This slight decrease in net sales dollars was
reported by the company to be the result, principally, of a shift in
sales to slightly higher volume, lower margin, product lines in the
1999 first quarter. The company had a net loss in the first quarter
of 1999 of approximately $6.1 million as compared to a net loss of
$7.7 million in 1998.


ASCENT ASSURANCE: Health Coverage Remains A Precarious Endeavor
---------------------------------------------------------------
Ascent Assurance Corp., formerly Westbridge Capital Corp., derives
its revenue primarily from premiums from its accident and health
insurance products and, to a significantly lesser extent, from fee
and service income, income earned on invested assets and gains on
the sales or redemptions of invested assets. On September 16, 1998
Westbridge filed bankruptcy under Chapter 11 in the U.S. Bankruptcy
Court for the District of Delaware.

On March 24, 1999, Westbridge's certificate of incorporation and by-
laws were amended and restated in their entirety and as a result,
Westbridge changed its corporate name to "Ascent Assurance, Inc."  
The company's Board of Directors was then reconstituted as of that
date into a classified board consisting of six directors (with two
directors in each class), three of which were appointed by Credit
Suisse First Boston Corporation, then Westbridge's largest creditor,
one of which was appointed by the creditors' cmmittee and two of
which were appointed by the company. Until June 24, 1999, the
holders of the new preferred stock have the right to designate one
additional director.

In the first quarter of 1999 Ascent realized a net income of $208 on
revenue of $36,590.  Last year, in the same quarter, operating as
Westbridge, the company incurred a net loss of $4,966 on revenues of
$44,929.  Pre-tax income increased by $6.0 million for the first
quarter of 1999 as compared to first quarter of 1998.  A $3.8
million improvement in underwriting results, a $1.4 million decline
in interest expense on debt retired/canceled on March 24, 1999 and a
$1 million decline in reorganization expenses were the principal
contributors to the improvement in pre-tax income for this early
part of 1999.

Ascent's principal assets consist of the capital stock of its
operating subsidiaries and invested assets. Accordingly, Ascent's
sources of funds are primarily comprised of dividends from its
operating subsidiaries, advances and management fees from non-
insurance subsidiaries, and tax payments under a tax sharing
agreement among Ascent and its subsidiaries. As of March 31, 1999,
Ascent held approximately $8.9 million in unrestricted cash and
invested assets.

During the three months ended March 31, 1998, the insurance
subsidiaries of Westbridge, now Ascent Assurance, experienced
adverse loss ratios and declining persistency on certain old medical
expense and medicare supplement products.  Ascent says that now the
insurance subsidiaries have developed new insurance products with
more stringent underwriting procedures and lower agent commissions.
In addition, the insurance subsidiaries are implementing rate
increases to the extent approved by state regulatory authorities or
offering higher deductible benefit options on certain old lines of
business in order to mitigate the effect of adverse claims
experience on such old lines. The insurance subsidiaries also
implemented a policyholder retention program designed to mitigate
the impact of declining persistency on such old lines receiving rate
increases.  However, Ascent expects that the insurance subsidiaries
will continue to incur operating losses on these old lines of
business until such time as the necessary rate increases can be
fully implemented and realized, and until sales of new products
reach targeted production levels.  Although reported loss ratios
improved for the three months ended March 31, 1999, there can be no
assurance that the impact of any additional rate increases approved
will result in consistent profitability on such old lines, or that
targeted production levels will be reached and sustained. As
indicated above, for the three months ended March 31, 1999 and 1998,
the insurance subsidiaries received capital contributions totaling
approximately $.4 million and $1.1 million, respectively, from
Ascent. To the extent that the insurance subsidiaries experience
further statutory operating losses, additional capital may be
required.


BISCAYNE APPAREL: In Liquidation Hoping To Rise Again
-----------------------------------------------------
Biscayne Apparel Inc. in liquidation, has paid its bank lenders all
of the net proceeds arising from any sale or liquidation of its
assets or operations. The company does not anticipate that such net
proceeds will be adequate to satisfy all of its liabilities.
Accordingly, the company and its creditors will negotiate with
respect to the payment of less than all of such obligations, and the
company indicates it cannot predict the outcome of such
negotiations. Additionally, the company says it cannot predict
whether its creditors other than its bank lenders will assert claims
against the company arising from its operations. The company's
liabilities to its banks were wholly satisfied during the first
quarter of 1999.

In order to have effected an orderly sale of the majority of its
assets, excluding accounts receivable, and the operations of M&L
International Inc., Biscayne Apparel and M&L filed for protection
under Chapter 11 of the Bankruptcy Code on February 5, 1999. The
company anticipates that the net proceeds from the finalization of
the M&L sale and the ultimate liquidation of M&L's remaining assets,
principally accounts receivable, will be sufficient to repay M&L's
liabilities.

Biscayne perceived that Biscayne Apparel II and Mackintosh would be
unable to wholly satisfy their remaining obligations and
accordingly, BAII and Mackintosh, as reported here earlier, sought
protection under Chapter 11 of the Bankruptcy Code on April 30,
1999.

Once the remaining assets of Biscayne Apparel and its subsidiaries
are sold, collected and/or liquidated, liabilities are paid or
settled and matters related to the bankruptcy filing are resolved,
the company will seek a buyer and/or an operating entity desiring to
merge into a publicy-held company. There can be no assurance that
the company will be successful in completing such a transaction.


BRADLEES: Distributing Summary Financial Plan To Vendors/Creditors
------------------------------------------------------------------
Beginning on May 26, 1999, Bradlees, Inc. will distribute to its
banks and other credit providers summaries of its first-quarter
(thirteen-week) financial results ended May 1, 1999, including a
comparison to the company's summary financial plan for the fiscal
year ended January 29, 2000 ("fiscal 1999").The company is
distributing the quarterly performance against its plan to its banks
and other credit providers to facilitate their credit analyses.  The
company stresses that the quarterly performance information should
not be relied upon for any other purpose.  The company
says it is distributing the performance information publicly solely
because it is being distributed to a large number of the company's
vendors for purposes of their credit analyses. The company's
independent public accountants have not examined, reviewed or
compiled this information.  The information contained in the report
is subject to future adjustments and such adjustments could
materially affect the reported information.
    

CALCOMP TECHNOLOGY: Formally Advising Stockholders of Liquidation
-----------------------------------------------------------------
Some time in June CalComp Technology Inc. will be sending out formal
statement to its shareholders of its definitive liquidation.  All
holders of record of common stock as of the close of business on May
12, 1999 will be receiving the mailings.  As of that date,
47,120,650 shares of common stock and 1,000,000 shares of preferred
stock were outstanding.

As reported in an earlier edition of this Reporter the liquidation
and dissolution plan of the company calls for the sale (or sales) of
substantially all of CalComp's remaining 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 holders
of the Preferred Stock (up to the $60.0 million, plus accrued and
unpaid dividends, aggregate liquidation preference of the Preferred
Stock), with the remainder (if any) to holders of the common stock
on a pro-rata basis, and, if deemed necessary, appropriate or
desirable by the company's 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 CalComp, the company 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.

In conformance with Delaware General Corporation Law, and the
company's incorporation and stock designation certificates, the
affirmative vote of the holders of a majority of the outstanding
shares of common stock entitled to vote and the outstanding shares
of preferred stock, each voting separately as a class, is required
to approve any plan of liquidation and dissolution.  Lockheed
Martin, as holder of a majority of the outstanding shares of common
stock (85%) and holder of all outstanding shares of Preferred Stock
(100%) of the company, has executed and delivered a written consent
approving CalComp's plan of liquidation and dissolution.
Accordingly, the statement mailed to shareholders will not be asking
for a proxy and no stockholders meeting will be held to consider
approval of the plan. The plan of liquidation and dissolution will
not become effective, until at least twenty days after the mailing
of the company's statement to shareholders.


CELLPRO: Obtains Confirmation Of Reorganization Plan
---------------------------------------------------
On May 21, 1999 the United States Bankruptcy Court for the Western
District of Washington, issued an order confirming CellPro,
Incorporated's second amended plan of reorganization dated May 10,
1999.


CRESCENT JEWELERS: Retains Reorganization Expert
-------------------------------------------------                
Friedman's Inc. (Nasdaq: FRDM), announced today that Crescent
Jewelers, a West Coast-based privately-owned jewelry retailing
affiliate of Friedman's, has retained Kenneth C. Henry, Managing
Director, Financial Advisory Services, Business Recovery Services
Group at PricewaterhouseCoopers LLC.  Mr. Henry will serve initially
as Executive Vice President - Reorganization becoming Chief
Executive Officer in the event of a Chapter 11 Bankruptcy filing.

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

Friedman's Inc. is a specialty retailer of fine jewelry based in
Savannah, Georgia.  The Company is a leading operator of fine
jewelry stores in power strip centers.  At May 28, 1999, the Company
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 Company's Class A Common Stock is traded on the Nasdaq
National Market (Nasdaq Symbol, FRDM).


DAILEY INTERNATIONAL: Announces Filing Chapter 11
-------------------------------------------------
As previously announced, Dailey International Inc. (OTC Bulletin
Board: DALY) and certain of its subsidiaries filed in the United
States Bankruptcy Court for the District of Delaware petitions for
relief under Chapter 11 of the Bankruptcy Code.  These filings were
made in accordance with the terms of the acquisition agreement
announced last week among the Company, certain of its subsidiaries
and Weatherford International, Inc. (NYSE: WFT) ("Weatherford").  
The plan contemplates that all trade creditors' claims will be paid
as and when they come due in the ordinary course of business or in
full on the effective date of the plan.  Consummation of the
acquisition and debt restructuring is subject to a number of
conditions, including consummation of the Chapter 11 plan, which
requires, among other things, Bankruptcy Court approval.

Dailey International is a leading provider of specialty drilling
equipment and services to the oil and gas industry and designs,
manufactures and rents proprietary downhole tools for oil and gas
drilling and workover applications worldwide.  Weatherford
International, Inc. is one of the world's largest providers of
equipment and services used for the exploration and production of
oil and natural gas.


DAILEY INTERNATIONAL: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor:  Dailey International, Inc.
         One Lawrence Center
         2507 North Frazier
         Conroe, TX 77303
         Danbury, CT 06810

Type of business: An integratged provider of specialty services and
technologically advanced downhole tools to the oil and gas industry
on a worldwide basis.

Court: District of Delaware

Case No.: 99-1233   Filed: 05/28/99    Chapter: 11

Debtor's Counsel:  
Robert Albergtotti
Haynes & Boone LLP
901 Main St.
3100 Nations Bank Plaza
Dallas Texas

Laura Davis Jones
Young Conaway Stargatt & Taylor LLP
11th Floor
Rodney Square North
Wilmington, Delaware 19801
                  
                  
Total Assets:            $251,036,000
Total Liabilities:       $303,188,000
No. of shares of preferred stock: 5 million authorized - none issued
No. of shares of common stock: 20 million authorized
                                5,703,655 issued    
                                5,129,504 outstanding

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Weatherford                       Senior Notes     61,187,500
Oaktree Capital Mgmt. LLC         Senior Notes     41,469,528
Lehman Brothers, Inc.             Senior Notes     32,597,641
Salom,on Brothers Asset Mgmt      Senior Notes     19,585.937
Wellington Management Co.         Senior Notes     13,257,292
Federated High Income Bond Fund   Senior Notes     12,456,953
AGE High Income Fund              Senior Notes     11,013,750
High Yield Portfolio              Senior Notes      9,173,125
Eaton Vance High Income Portfolio Senior Notes      8,525,458
Luterhan Brotherhood              Senior Notes      7,138,342
Federated High Yield Trust        Senior Notes      6,781615
Credit Swiss Asset Mgmt           Senior Notes      5,608,854
Prudential Insurance Co.          Senior Notes      5,098,958
Cerberus Partners                 Senior Notes      4,079,167
Oppenheimer Strategic Income Fund Senior Notes      3,273,229
Travelers                         Senior Notes      3,773,229
Federated Core Trust              Senior Notes      3,314,323
Oppenheimer High Yield Fund       Senior Notes      2,855,417
Delaware Mgmt Co                  Senior Notes      2,549,479
AETNA                             Senior Notes      2,294,531


DANKA BUSINESS: Selling 90% Of Danka Services International
-----------------------------------------------------------
On May 20, 1999 Danka Business Systems PLC announced that it had
signed a definitive agreement to sell its outsourcing division,
Danka Services International to a newly formed company controlled by
Schroder Ventures, an international private equity group.

Under the terms of the agreement, Danka will sell a 90 percent
interest in its outsourcing business, which has net assets of
approximately $104 million, for $300 million.  Danka will retain a
minority interest of 10 percent in the business and has entered into
long-term agreements with DSI to provide equipment, parts, supplies
and service.

Larry K. Switzer, Danka's Chief Executive Officer, has indicated
that the sale of DSI will generate cash, refocusing assets on the
company's core business and yet give opportunity to continue to
benefit from the growth in the outsourcing business worldwide.  He
says proceeds from the sale will be used to reduce the company's
bank debt by approximately $200 million and retain nearly $100
million in working capital.

For the twelve months ended March 31, 1999, DSI had revenue over
$275 million and over $25 million in operating profit.  DSI, which
is headquartered in Rochester, New York, has over 3,000 employees
and offices throughout the United States, Canada and Europe.

Danka Business Systems PLC headquartered in London, England and St.
Petersburg, Florida is one of the world's largest independent
suppliers of office imaging equipment and related services, parts
and supplies.  Danka provides office products and services in over
30 countries around the world.  Schroder Ventures is one of the
world's leading private equity groups with $3.5 billion of funds
under management.  Schroder Ventures has operations in the United
Kingdom, France, Germany, Italy, Japan, Hong Kong, Singapore, India,
Canada and the United States.


EQUALNET COMMUNICATIONS: Uphill Battle Sliding
-----------------------------------------------
EqualNet Corporation, one of Equalnet Communication's operating
subsidiaries, and EqualNet Wholesale Services, Inc., a wholly owned
nonoperating subsidiary of EqualNet filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Court for
the Southern District of Texas, in Houston, Texas.  Under Chapter
11, certain claims against EqualNet in existence prior to the filing
of the petitions for relief under the federal bankruptcy laws are
stayed while EqualNet continues business operations as a debtor-in-
possession.

On October 2, 1998 Wholesale filed its motion to convert its
bankruptcy proceeding from a Chapter 11 reorganization to a Chapter
7 liquidation. EqualNet as debtor-in-possession, will continue to
manage and operate EqualNet's assets and business pending the
confirmation of a reorganization plan and subject to the supervision
and orders of the Bankruptcy Court. The company has filed its
disclosure statement which includes its reorganization plan. The
Bankruptcy Court approved the disclosure statement for the plan of
reorganization of EqualNet on March 1, 1999. On April 28, 1999, the
Bankruptcy Court confirmed the plan of reorganization subject to
funding which is set by the bankruptcy Court to be May 24, 1999.

The Chapter 11 filing by EqualNet, as well as related circumstances
and the losses from operations continue to raise substantial doubt
about the company's ability to continue as a going concern. So far
this year, during the first quarter, the company's losses were
$5,117,972 on revenues of $9,345,633.  For the first quarter of 1998
the company lost $4,042,131 on revenues of 5,765,688.

There can be no assurance the company will have the capital
resources necessary to implement projected business activities and
return to profitability. It is highly likely the company will need
additional capital to complete the funding of the plan of
reorganization and to continue in business during its restructuring
phase.  Also, the company intends to issue 3,000,000 shares of its
common stock to the Trustee of the Creditor's Committee in the
EqualNet Bankruptcy as partial payment of obligations under the plan
of reorganization. In addition to the capital required to fund
EqualNet's plan of reorganization, the company expects that it will
need additional capital to fund new marketing initiatives and new
business ventures, such as Intelesis and its proposed acquisition of
NCS. The company believes that the rate at which it will be able to
develop these new marketing initiatives and new business ventures
will be directly related to the amount of new capital it has
available.  Equalnet intends to raise the capital it requires for
these activities through possible private placements of its debt and
equity securities. There can be no assurance it will be able to
raise the capital it will require. If the company is not able to
raise the required capital, it may have to curtail its marketing
initiatives and not be able to realize the full potential of these
or other potential business ventures.


EQUITEX INC: Company Changes Method Of Reporting
------------------------------------------------
On January 4, 1999, Equitex Inc. withdrew its election to be treated
as a business development company subject to the Investment Company
Act. As a result of this withdrawal, the company is now required to
present its financial  statements  consistent  with those of a
normal operating company as opposed to a business development
company.  Because the company was a business development company  
for the quarter  ended March 31, 1998 profit and loss figures for
the 1998 quarter reflect a different formulation to that of a
regular business operating company and therefore may be of little
comparason value.

However, revenues for the quarter ended  March 31,  1999 were  
$582,609 as compared to pro-forma revenues of $493,780 at March 31,
1998 and actual revenues of $261,321 for the  company's  business
development company operations  for the same  period.  Of these
revenues,  $360,261 are attributed  directly to the operations of
Equitex while $222,348 are  attributed to its  consolidated  
subsidiaries,  all of which came from the  operations  of  Triumph
Sports Inc.  Neither First TeleServices Corp. or VP Sports Inc.  
generated revenues during  the  quarter.  Of these revenues,  
$222,348  were  sales  generated  by Triumph's  retail stores while
$315,564 were realized gains on Equitex' investments most of which
was received from the sale of certain of the company's shares of
IntraNet Solutions.  For the quarter ended March 31, 1999, Equitex  
recorded a net loss of  $475,344  as  compared  to pro-forma  net  
income of $88,125  for the quarter  ended March 31,  1998.

Equitex reports that several factors accounted for the net loss in
the current year as opposed to net income for the same period in
1998 on a pro-forma basis including consolidation of the company's  
subsidiaries.   Of the net loss, Triumph accounted for approximately  
$26,000 while First TeleServices Corp. accounted for about  $84,000.  
In addition, a one-time non-cash consulting fee paid with  Equitex'
common  stock totaling  $150,000 in expenses was recorded during the
quarter which contributed to the loss as well as a $222,561  bonus
to officer  which was accrued but not paid during the quarter.

During the first quarter of 1999, the company received a total of
$2,100,000 before expenses from the sale of preferred stock and
$1,183,000 from the sale of common stock in a private placement.  As
a result of the aforementioned sales of the company's securities  
along with the proceeds from sales of certain of the company's
investments which totaled in excess of $400,000,  Equitex  had a
cash  position at March 31, 1999 of $1,520,419  all but a very small
portion of which was held directly by the company, not its
subsidiaries.  


FINE HOST: Court Confirms 2nd Amended Reorganization Plan
---------------------------------------------------------
On May 18,1999,the U.S. Bankruptcy Court for the District of
Delaware in Wilmington confirmed the second amended plan of  
reorganization of Fine Host Corporation, as modified by their
modifications to the second amended plan  of reorganization dated
May 17, 1999.  Information as to the assets and liabilities of the
company, as presented to the Court, the number of shares of common
stock of the company issued and outstanding, the number
of shares of common stock of the company  reserved for future  
issuance in respect of claims and interests filed and allowed under
the reorganization plan, and the aggregate total of such numbers is
contained in the reorganization plan and can be viewed by accessing
http://www.sec.gov/cgi-bin/srch-edgar?0001011584-99-000007on the  
Internet, free of charge.


FIRST UNION REAL ESTATE: Assets Sold To Satisfy Bank Loans
----------------------------------------------------------
First Union Real Estate Equity & Mortgage Investments was required
to reduce its bank loans outstanding to $80 million by April 30,
1999 and to $50 million by June 30, 1999. The remaining balance of
$50 million must be repaid by August 11, 1999. The comapny, on May
5, 1999 sold four shopping centers resulting in $36.1 million of net
proceeds of which $33.4 million was utilized to reduce the bank loan
balance to $56.4 million based on March 31, 1999's outstanding
borrowing. The remainder of the proceeds of $2.7 million, were used
to partially repay the bridge loan.

Although the required reduction in the bank loans was made after
April 30, 1999, the company was not in default under the bank loan
agreements. Additionally, First Union sold eight apartment complexes
on May 12, 1999 resulting in net proceeds of $46 million after the
purchaser assumed $37.5 million of mortgage debt secured by four of
the apartment complexes. The net proceeds consisted of $24.9 million
in cash after prorations and fees and 530,000 shares of common stock
of the purchaser which is a Real Estate Investment Trust (REIT).
First Union used $24.9 million of the net cash proceeds to reduce
bank borrowings to a balance of $31.5 million based on March 31,
1999's balance outstanding. The company intends to sell the REIT
shares as market conditions allow with the proceeds from the sale of
these shares used to repay the note payable and bank loans.

Net loss in the first quarter 1999 was $4,663 as compared to a net
loss of $3,579 in 1998. The net loss for 1999 was reduced by $.5
million in capital gains resulting from the sale of the shopping
center in February 1999.  Mortgage loan interest income declined by
$.5 million when comparing 1999 to 1998. Interest income suffered a
decline caused by the repayment of a mortgage investment secured by
a shopping mall in Fairmount, WV, in January 1998 and the repayment
of a mortgage investment secured by an office building in Cleveland,
OH, in May 1998.  Total revenues for the first quarter 1999 were
$79,413 as compared to the like quarter of 1998 at
$80,354.


FPA MEDICAL: Court Confirms Second Amended Reorganization Plan
--------------------------------------------------------------
After four days of hearings, the Bankruptcy Court for the District
of Delaware confirmed the Modified Second Amended Plan of
Reorganization for FPA Medical Management Inc., according
to a newswire report. The plan provides for the sale of
substantially all of the company's operations in transactions valued
at about $108.2 million. The major creditors, the debtor-in-
possession (DIP) and pre-petition lenders, the Unsecured Creditors'
Committee and the company's major payors-Humana, Prudential and
Pacificare-supported the plan. Consummation of the plan is expected
to occur in June and it includes and affects FPA and 98 affiliated
debtor entities. Gotham Mid-Town Management Inc. and Virginia
Medical Associates P.C. were excluded from the reorganization plan
and continue as chapter 11 DIPs. FPA and various affiliates and
subsidiaries filed chapter 11 petitions in Delaware on July 19, 1998
and various dates thereafter, through August 7, 1998. FPA Medical
Management is a national physician practice management organization.
(ABI 28-May-99)


GARGOYLES INC: "Looking Good" Despite Lower Net Sales
-----------------------------------------------------
Gargoyles designs, assembles, markets and distributes a broad range
of sunglasses and eyewear products. The company competes primarily
in the premium sunglass markets by offering a diverse line of
products marketed under a number of brands owned by the company or
licensed from third parties. The company's principal brands include
Gargoyles Performance Eyewear, Gargoyles Protective Eyewear, Hobie
Polarized Sunglasses, Stussy EyeGear, Anarchy Eyewear, Angel
Eyewear, Tomichi Studio and Private Eyes.

The company operates both directly and through three wholly-owned
subsidiaries:  H.S.C., Inc., a Washington corporation, Sungold
Eyewear, Inc., a Washington corporation, and Private Eyes Sunglass
Corporation, also a Washington corporation.  Net sales decreased to
$9.3 million for the quarter ended March 31, 1999 from $11.5 million
for the quarter ended March 31, 1998. This decrease was said to be  
primarily due to the disposition of various unprofitable businesses
during 1998, which included the sale of the company's Timberland
Eyewear division, the termination of the Ellen Tracy License
Agreement and the closing of the company's London office.

The company's net income was $232,000 for the quarter ended March
31, 1999 compared to a net loss of $1.5 million for the quarter
ended March 31, 1998.


GIBSON GREETINGS: Greater Losses On The Way?
--------------------------------------------
Gibson Greetings Inc. experienced a loss of $3,868 and $8,852 for
the quarters ended March 31, 1999 and 1998, respectively.

Effective May 11, 1999, the company entered into a 364-day revolving
credit agreement which provides $30,000 for general corporate
purposes, replacing a similar facility that expired in April 1999.
There were no borrowings outstanding under the former agreement at
March 31, 1999.

Gibson Greetings, Inc. operates in a highly competitive industry
dominated by two companies. The company's mass-merchandiser customer
base, which typically operates on low margins, is particularly
susceptible to financial constraints and to offers of more favorable
terms from competitors of the company which, Gibson says, have
significantly greater financial resources. As a result, the company
has, for some time, faced strong competitive pressures with regard
to both price and terms of sale. It is anticipated that these
pressures will continue and contribute to the company reporting
full-year 1999 results that are expected to be even significantly
below the results of the twelve months ended December 31, 1998.


HUNGARIAN TELEPHONE: Equity Investment By Citizens International
----------------------------------------------------------------
Through a series of common and preferred stock purchases, as well as
settlement of obligations through stock issuance by Hungarian
Telephone to Citizens International Management Services, the latter
together with CU Capital Corp., its affiliate, have become
beneficial owners of 9,228,126 shares of common stock in Hungarian
Telephone & Cable Corp.  On May 12, 1999 Hungarian Telephone and
Telegraph Corp. and Citizens International entered into a stock
purchase agreement  which resulted in ownership of 48.8% of common
stock being owned by CIMS and CUCC.  The total in common
stock shares assumes a conversion of the preferred stock held by
Citizens International at the rate of 10 shares common stock for
each one share preferred.  Thirty thousand shares of preferred stock
may therefore be converted into three hundred thousand shares of
common stock and when added to the common stock owned by Citizens
International and its affiliate the beneficial ownership reached the
9,228,126 shares reported.

As reported earlier, Hungarian Telephone entered into an agreement
with Postabank es Takarekpenztar Rt. to improve its capital
structure.  One condition of the agreement, among others, required
the additional equity investment by Citizens International in
Hungarian Telephone.  Therefore, the two companies have entered into
the stock sale/purchase transactions in furtherance of the
requirements placed upon Hungarian Telephone by
Postabank.


INTERACTIVE NETWORK: Looking For New Independent Accountants
------------------------------------------------------------
Interactive Network Inc. and KPMG LLP have each decided that it is
in the best interest of Interactive that KPMG LLP, the company's
former independent accountants engaged to audit the company's
financial statements, be replaced with an accountant more suitable
to the company's current budgetary needs. This decision was made for
Interactive by Bruce Bauer, Chief Executive Officer of Interactive,
and ratified by the Executive Committee of Interactive's Board of
Directors.  KPMG LLP's resignation was effective on May 20, 1999.
The company is currently in the process of identifying a successor
accountant with the assistance of KPMG LLP.


INTERNATIONAL WALLCOVERINGS: Extension of CCAA Protection
---------------------------------------------------------
International Wallcoverings Ltd. announced that a further extension
to its stay of proceedings under the Companies' Creditors
Arrangement Act ("CCAA") was granted  by the Court until June 30th ,
199time to pursue its restructuring alternatives.  Toronto Stock
Exchange SYMBOL:IWL-0- (CanadianCorporate-05/28/99)


IRIDIUM: Receives 30-Day Extension From Lenders
-----------------------------------------------                 
Iridium LLC (NASDAQ; IRID) announced that it has received from its
lenders a 30-day waiver -- to June 30, 1999-- of the financial
covenants relating to customers and revenues under its $800 million
Senior Secured Credit Facility. Iridium is evaluating  
alternatives to restructure its indebtedness and reduce financing
costs and intends to use these 30 days to get a consensus among its
investors and creditors on a plan to restructure the capitalization
of the company.

"This extension allows us to make the important changes in our
marketing and distribution strategy, which will help us drive
sales," said CEO John A. Richardson. "At the same time we will
continue to work with our creditors, Motorola and our other
strategic investors to identify the financial strategy  
required for commercial success."


KMART: No Longer a Guarantor Under Hechinger's Credit Facility
--------------------------------------------------------------
Kmart Corp. continues to show profitable results with revenues of
$8.1 billion and net income of $67 million in the first quarter of
1999.   These figures are up from the same quarter last year when
sales revenues were $7.5 billion with $47 million in net income.  
Kmart indicates the increases were primarily due to improved
merchandise assortments including exclusive private label lines such
as Martha Stewart Everyday, Route 66 apparel and accessories, as
well as Jaclyn Smith and Kathy Ireland ladies apparel. Kmart
converted 132 stores to the Big Kmart format during the quarter.

The Builders Square operations are now part of Hechinger Company, an
affiliate of Leonard Green and Partners LP. Hechinger operates in
the highly competitive "do-it-yourself" marketplace.  On February
22, 1999, Hechinger indicated that it might not be in compliance
with the EBITDA covenant contained in its bank agreement for its
second quarter, ended April 3, 1999, and arranged with its lenders
for a temporary waiver.  On March 18, 1999, Hechinger entered into a
new secured credit facility which replaced all existing credit
facilities.  Although Kmart continues as a guarantor for certain of
Hechinger's lease-related obligations, Kmart and LGP do not provide
any guarantees under the new credit facility as they had under a
previous supplemental credit facility.  


LAMONTS APPAREL: Upcoming Annual Meeting To Consider Amendments
---------------------------------------------------------------
The annual meeting of stockholders of Lamonts Apparel, Inc. will be
held at the offices of the company, 12413 Willows Road N.E.,
Kirkland, Washington, on July 9, 1999 at 10:00 a.m. local time.  
Only stockholders of record at the close of business on May 17, 1999
are entitled to notice of, and to vote at, the meeting and any
adjournments or postponements of the meeting.

Among other matters the stockholders will vote to elect five
directors to hold office until the next annual meeting of
stockholders; will vote on whether to approve an amendment to the
company's Certificate of Incorporation eliminating the prohibition
against the issuance of nonvoting equity securities; and will
consider approval of certain amendments to Lamonts Apparel, Inc.
1998 Stock Option Plan.


LEVITZ FURNITURE: Receives Court Approval of 10th Amendment To DIP
------------------------------------------------------------------
To provide continued access to working capital financing, the
Debtors have sought and obtained Judge Walrath's approval of a Tenth
Amendment to the DIP Financing Facility.  

The Tenth Amendment gives the Debtors with access to up to
$10,000,000 provided by M.D. Sass Corporate Resurgence Partners,
L.P., through December 31, 1999, in exchange for a $200,000 Closing
Fee plus 2% of the unused commitment per annum.  

The Tenth Amendment additionally puts the mechanisms in place to
permit the Debtors to apply the proceeds from the Sale/Leaseback
Transaction and the Bulk Sale Transaction to $58,000,000 of Term
Loans under the DIP Facility and pay off those obligations in full.  
The Debtors note that the Term Loans carry a 16% interest rate;
repayment of those borrowings results in clear economic benefits to
the Debtors' estates.   

Further, the Tenth Amendment permanently reduces the face amount of
the DIP Facility from $260,000,000 to $125,000,000.  The Debtors
will pay less in unused line fees and has no need for continued
access to more than $125,000,000 of super-priority senior secured
working capital financing.  The face amount will be further reduced
at the closing of the Bulk Sale Transaction by the amount of Net
Cash Disposition Proceeds received from the Bulk Sale Transaction.  

EBITDA targets are modified under the Tenth Amendment to:

For the Period                    EBITDA Shall Be No Less Than
--------------                    ----------------------------
April 1, 1999 through June 30, 1999                $2,500,000
April 1, 1999 through September 30, 1999           $7,000,000

The current consortium of Revolving Lenders under the DIP Facility
are:

* BT Commercial Corporation
* LaSalle National Bank
* Heller Financial, Inc.
* TransAmerican Business Credit Corporation
* Finova Capital Corporation

(Levitz Furniture Bankruptcy News Issue 30;Bankruptcy Creditors'
Service)


LIVENT: Definitive Agreement Reached With SFX Entertainment
-----------------------------------------------------------
Canadian Corp News reports on June 1,1999 that SFX Entertainment,
Inc. [NASDAQ: SFXE] and Livent Inc. announced they have entered into
a definitive purchase agreement for SFX to acquire substantially all
of Livent's assets and the rights to current and future Livent
productions, in exchange for consideration including cash, deferred
payment rights and warrants to purchase SFX common stock at
premiums.  The agreement, which is subject to approval by bankruptcy
courts in the U.S. and Canada and appropriate U.S. and  
Canadian regulatory authorities, is expected to close on or before
September 30, 1999.As part of the agreement, SFX will acquire the
Ford Center for the Performing Arts in New York, the Pantages
Theatre in Toronto and the Ford Center for the Performing
Arts/Oriental Theater in Chicago.  SFX also will assume rights to
current Livent productions including Fosse, Ragtime and the  
Canadian production of Phantom of the Opera, as well as Livent
productions in development.  The Ford Centre for the Performing Arts
in Vancouver and Livent's Toronto headquarters building are not part
of the agreement, but SFX will enter into a lease of Livent's
headquarters.

Robert F. X. Sillerman, Executive Chairman of SFX Entertainment,
Inc., said, "We are very pleased to have reached this agreement with
Livent to acquire some of North America's premier theatrical venues
and productions.  Livent's properties offer an ideal fit with SFX's
current business, enhancing SFX's ability to present outstanding
live entertainment events."  Roy Furman, Chairman and Chief
Executive Officer of Livent, said: "Livent's core assets and
creativity remain strong, and our people are doing wonderful work.  
We anticipate that SFX will be able to realize the full potential of
our shows, theaters and personnel, and to build on Livent's creative
successes."

SG Cowen Securities Corporation acted as exclusive financial advisor
to Livent. Willkie, Farr & Gallagher provided Livent legal counsel
in the U.S. and Stikeman, Elliott of Toronto provided Canadian legal
counsel.  

SFX has 82 venues including 16 amphitheaters in all of the top 10
markets and owns or operates venues in 31 of the top 50 markets
overall. SFX also develops and manages touring Broadway  
shows, selling subscription series in 38 markets that maintain
active touring schedules.


MONTGOMERY WARD: Confirmation Hearing Set
-----------------------------------------
The court will convene a hearing for the purpose of considering
confirmation of the Proponents' Plan on July 15, 1999, at 9:30 a.m.
in Wilmington, Delaware.


MONTGOMERY WARD: Klaff Realty Acquires Real Estate Assets
-----------------------------------------------------------
At a recent bankruptcy auction, Chicago-based Klaff Realty was the
successful bidder for a twenty-two store portfolio of former
Montgomery Ward's stores totaling 1,935,496 square feet. All the  
properties are situated in high-profile, established retail markets,
with a main concentration in the Midwest. Ninety percent of the
stores are located in malls, and ten percent are freestanding
buildings.

Klaff Realty has been actively acquiring Montgomery Ward properties
since 1998. "This portfolio represents many valuable redevelopment
opportunities," said Klaff Realty's Marty Wynne, Senior Vice
President/Retail Properties.  This is the second time in as many
years that Klaff Realty has acquired a significant portfolio of
property from Montgomery Ward.  In 1998, the firm purchased 31
locations from the Chicago-based retailer.

Klaff Realty has been engaged in the acquisition, development,
financing, leasing and management of mixed-use, office and retail
space since 1981.  To date, the company has acquired and redeveloped
properties totaling approximately 6,500,000 square feet of retail
space and valued in excess of $400,000,000.

A leader in identifying underutilized retail locations, Klaff
Realty, LP has been involved in the successful redevelopment and
repositioning of retail properties throughout the country.


NATIONSWAY: Ex-Employees Plan Boycott
-------------------------------------
The Rocky Mountain News reports on May 29, 1999 that former     
corporate employees of NationsWay Transport said Friday that they  
plan to picket the Colorado Rockies and campaign for a boycott of
home games until team owner Jerry McMorris pays their back wages.

McMorris, founder of NationsWay and chairman of the Rockies, filed
for Chapter 11 bankruptcy May 20 and abruptly shut the company down.
Employees learned this week that they should not expect to receive
paychecks for their last two weeks of work, vacation or bonuses.

Attorneys do not expect enough cash to remain for unsecured
creditors, including employees, after the company is liquidated.
"When the owner of your company pays the Rockies millions and
millions of dollars and they can't pay us, it makes you a little hot
under the collar," said Valerie Whiddon, a payroll associate at NW's
downtown offices.

Without their last two weeks' pay, which was expected Tuesday, some
of the laid-off employees are facing the Memorial Day weekend and
beyond with just a few dollars in their bank accounts. Unemployment
checks are not likely to show up for several weeks, they said.

The women said they have 10 NW employees who promise to picket
Friday's Rockies game at Coors Field and expect to sign up more.
Teamsters members picketed Sunday's game.

McMorris, who founded NationsWay at age 19 and expanded the company
into the nation's largest privately held trucking firm, said the
Rockies should not be brought into the collapse of NW.  McMorris
said that he asked the Bankruptcy Court in Phoenix to pay the
workers out of the assets but that the matter is out of his hands.  
The employees at the corporate headquarters said that they have
heard nothing from the company and that a promised hot line has
never materialized.  Unlike the unionized drivers, they have no
representation in the bankruptcy.  The Colorado Labor Department is
planning sessions to help laid- off NationsWay employees deal with
unemployment issues, including job searching, resumes, applying for
unemployment compensation and petitioning thBankruptcy Court for
back pay, Labor Department spokeswoman Rosemary Marshall says.  
Marshall says 641 workers have applied for unemployment
compensation. (Rocky Mountain News - 05/29/99)


ON STAGE ENTERTAINMENT: Receives Notice of Default
--------------------------------------------------
On Stage Entertainment, Inc. (Nasdaq: ONST,  ONSTW) announced that
it received a notice of default from Imperial Commercial Credit and
Investment Corporation ("ICCMIC"), the first mortgage  lender on the
Company's dinner theaters in Florida and California and its live  
theatrical venues in the greater Myrtle Beach, South Carolina area.  
The Company is currently negotiating with ICCMIC to cure the default
through a continuation of a Company restructuring to improve cash
flow and a restructuring of the debt.  The Company is also exploring
other financing alternatives with ICCMIC, a potential refinancing of
the ICCMIC debt and the potential sale of certain assets of the
Company.  However, there can be no assurance that the Company will
be able to cure the default, effect an appropriate restructuring or
develop an alternative financing strategy.     

Summary of First Mortgage Debt - In March 1998, ICCMIC agreed to
provide the Company with up to $20,000,000 of mortgage financing.  
Concurrently, the Company used $12, 500,000 of the facility to fund
the cash portion of acquisition of assets from Gedco USA, Inc.,
which consisted primarily of two dinner theaters, a retail shopping  
complex and a piano bar in the greater Orlando area and one dinner
theater in  Buena Park, California.  On June 30, 1998, the Company
used an additional  $1,100,000 to fund the cash portion of the
purchase of a fee simple interest in the Legends Theater in Surfside
Beach, South Carolina, and the purchase of a leasehold interest in
the Eddie Miles Theater in North Myrtle Beach, South Carolina.  In
October 1998, the Company used an additional $550,000 for working  
capital purposes.  The initial $12,500,000 loan and the subsequent
$1,650,000 in loans extended by ICCMIC to On Stage under the
mortgage financing facility bear interest at the rate of 9.06% and
9.9%, respectively.  

Events Leading up to the Default Letter -  The Company was able to
make the January and February 1999 payments due under the ICCMIC
facility but was late in making each of those  payments.  As a
result of those delinquencies, the Company incurred late charges and
default interest, which it was unable to pay. As of May 26, 1999,  
the Company had not made its payments to ICCMIC due March 1, 1999,
April 1,  1999 or May 1, 1999.     

Status of Negotiations with ICCMIC  - The Company has met with the
Chief Executive Officer and General Counsel of ICCMIC in an attempt
to negotiate a resolution of the defaults, and  an appropriate
refinancing or restructuring of the debt. The Company intends to  
continue to pursue its negotiations with ICCMIC. However, there can
be no assurance that the Company and ICCMIC will be able to come to
a resolution of the default or that ICCMIC will not commence
foreclosure proceedings.  On Stage Entertainment, Inc. produces and
markets theatrical productions and operates live theaters and dinner
theaters worldwide.   


OXFORD HEALTH PLANS: Memberships Down, Revenues Down
---------------------------------------------------
Total revenues for the quarter ended March 31, 1999 were $1.03
billion, down 15.4% from $1.21 billion during the same period in the
prior year for Oxford Health Plans. Net earnings attributable to
common stock for the first quarter of 1999 totaled $3.2 million,
or four cents per share, compared to a net loss of $45.3 million, or
57 cents per share, for the first quarter of 1998. Oxford cites
poorer results of operations for the first quarter of 1998 due to
significantly higher medical costs and approximately $25.0 million
in charges for severance and other costs expected to be incurred in
connection with the restructuring of certain administrative and
management functions.

Membership in the company's fully insured commercial health care
programs as of March 31, 1999 decreased by approximately 149,000
members (9%) from the level of such membership as of March 31, 1998
and by 46,500 members (3%) since year-end 1998. The decline since
year-end 1998 is due to reductions in members in noncore states and
in the company's core commercial markets.  Membership in government
programs decreased by approximately 240,000 members (69%) compared
to March 31, 1998, reflecting the exit of the company from the
Medicaid market in total and from the withdrawal or restructuring of
the Medicare business in several markets.


PEOPLES CHOICE TV: Sprint Exercises Option/Purchases 670,000 Shares
-------------------------------------------------------------------
On May 20, 1999, Sprint Corporation exercised its option to purchase
the shares of common stock owned by Tudor Investment Corp., Paul
Tudor Jones II, The Raptor Global Fund Ltd., The Raptor Global Fund
L.P., The Upper Mill Capital Appreciation Fund Ltd., Tudor
Proprietary Trading L.L.C. and Tudor BVI Futures Ltd.   The option
to purchase the shares was granted to Sprint in furtherance of the
Stockholder and Option Agreement, dated April 26, 1999, among Sprint
and certain of the companies named above.  The transaction left no
beneficial ownership in the hands of the former shareholders.  
Sprint Corporation acquired a total of 670,000 shares common
stock at a per share price of $10.


RIVERWOOD HOLDING: Workforce Reduced In Effort At Profitability
---------------------------------------------------------------
Riverwood Holding Inc. has sustained first quarter 1999 losses as it
did in the first quarter of 1998.  On revenues of $255,867 the 1999
period loss was $26,479.  During the first quarter of 1998 revenues
were slightly higher at $265,435 with losses sustained of $34,545.

In connection with the companys' global restructuring program
initiated in the fourth quarter of 1998, Riverwood has plans to
reduce its European workforce by approximately 300 employees in 1999
and to implement other initiatives designed to improve productivity
and profitability across the global organization. The cost of this
program was approximately $25.6 million and is expected to be
completed in 1999.

The company recognizes 50% of the operations of Igaras Papeis e
Embalagens S.A. in Brazil.  On January 14, 1999, the Central Bank of
Brazil changed the foreign exchange policy by eliminating the
exchange rate band, which had been used as a means to control the
fluctuation of the Real against the U.S. dollar. The exchange rate
is now determined by market forces. As a consequence of such change,
the Real suffered a significant devaluation related to the U.S.
dollar during the beginning of 1999. At this time, it is not
practicable to determine whether or at what level the exchange rate
will stabilize as well as the effect of such exchange rate
fluctuations on Igaras' long term operations or the company's
investment in the net assets of Igaras.


ROOM PLUS: Loses Qualifications For Nasdaq Listing
--------------------------------------------------
Effective May 14, 1999, the securities of Room Plus Inc. were
delisted from the Nasdaq SmallCap Market. The Nasdaq listing
qualifications staff decided to delist such securities because it
determined that the company failed to meet the net tangible assets,
bid price and bankruptcy requirements as stated in the Nasdaq
Marketplace Rules.


SAFEGUARD HEALTH: Executes Agreements To Restructure Debt
---------------------------------------------------------
SafeGuard Health Enterprises, Inc. (Nasdaq: SFGD) announced that it
has executed definitive agreements to restructure the Company's
debt.  As previously announced, the Company and its senior note
holders have agreed to amend its $32,500,000 senior notes to  
provide for an increase in the current interest rate from 7.91% to
9.91% with  reductions to 7.91%, when the Company has satisfied
certain conditions.  The Company has paid all interest due to the
holders and has received a waiver of all existing defaults and
events of default.  Various technical terms, covenants and
provisions of this agreement relating to consolidated net worth,  
interest expense coverage and limitations on consolidated total debt
were amended.  Additionally, the Company will issue the holders non-
transferable, except under certain circumstances, and cancelable
warrants to acquire 382,000  shares of the Company's common stock,
which are exercisable at any time after  January 1, 2000, and prior
to December 31, 2003, at a price per share of $4.54.   

If by December 31, 1999, the Company's debt to the holders is
satisfied in full, the warrants will be automatically canceled.  The
Company has also executed definitive agreements with its line of
credit lender for a new $8,000, 000 loan maturing January 29, 2000.  
The initial interest rate is prime plus 4% and thereafter decreases
to prime plus 1.5% until paid in full, when the Company has
satisfied certain conditions.  The Company is also required to make  
certain principal payment reductions and may repay the lender in
full prior to  the new maturity date without penalty.  The Company
has paid all interest due to the lender and has received a waiver of  
all existing defaults and events of  default.

The Company also announced that it has received a letter from Nasdaq
indicating  that the Company no longer meets the tangible net asset
requirement for  continued Nasdaq National Market System listing.  
The Company has requested a hearing to review this matter and has
been advised that its request for a hearing will postpone any
delisting action pending a final decision by Nasdaq.   In the
interim, the Company's stock will continue to be traded on the
Nasdaq National Market System. SafeGuard is a specialized health
care marketing company, providing dental benefits to approximately
one million members in 27 states and the District of Columbia.  The
Company contracts with more than 6,300 client organizations and  
provides benefits through nearly 17,000 contracting providers.  The
Company's sales force sells its various products through a network
of independent brokers, agents and consultants.


SALANT CORP: Open Market Transactions Yield Major Stock Ownership
-----------------------------------------------------------------
Salant Corporation has reported ownership by Magten Asset Management
Corp. and Talton R. Embry in the common stock of Salant Corporation
of 65.49% and 65.60%, respectively, of the outstanding common stock.

The company's statement revealed that Magten Asset Management Corp.,
a Delaware corporation, is a registered investment adviser, has
investment discretion over certain managed accounts of its
investment advisory clients and certain private investment funds for
which it serves as general partner or investment manager.  Talton R.
Embry is a managing director and the sole shareholder of Magten.  
Mr. Embry has investment discretion over various pension plans of
Magten.

Magten and Mr. Embry are deemed to beneficially own 6,549,935 and
6,560,443  shares of common stock, respectively.  All  shares are
held by the managed accounts.  Also, all of the shares were
purchased in open market transactions.  The shares of common stock
were distributed to Magten and Mr. Embry in exchange for 10.50%
bonds of Salant Corp.  The bonds were purchased for an aggregate
purchase price of $72,426,586.  The funds for the purchase of the
bonds came from each managed account's own funds, the working
capital of each private investment funds and the fund of the
pension plans.

While the common stock beneficially owned by the parties is held for
investment purposes it is understood that  Mr. Embry  is a member of
the Board of Directors of Salant Corp. and as such has had
discussions with the management of the company.  The purchasing
parties indicate that they have not entered into any agreements or
arrangements relating to the common stock.


TAL WIRELESS: Losses Mount, May Lack Funds For Shareholders
--------------------------------------------------------------------
In accordance with the requirement of Tal Wireless Network's
bankruptcy proceedings the company has filed its monthly financial
status report with the United States Bankruptcy Court, Northern
District of California, San Jose Division  for the month of April
1999. The company has registered, for the month of April, a loss of
$2,657,510.

October 6, 1997 marked the date of the filing of a voluntary
petition for protection under Chapter 11 of the Federal Bankruptcy
Laws in the United States Bankruptcy Court by Tal Wireless.  In
keeping with the provisions of the bankruptcy Tal Wireless' existing
directors will continue in possession but subject to the supervision
and orders of the Bankruptcy Court.

The company plans to liquidate assets and review the claims of its
various creditors. It is unclear at this time whether there will be
any funds available for distribution to shareholders. Once this
information has been determined, the company may file a plan of
reorganization with the Bankruptcy Court.  


TELEGROUP INC: Announces Sale to PRIMUS
---------------------------------------                       
Telegroup, Inc. (Nasdaq:TGRPQ) announced that the United States
Bankruptcy Court for the  District of New Jersey has approved the
sale of its retail customer base and  related assets in the United
States, Japan and Hong Kong, as well as its European subsidiaries,
whose operations are exclusively retail, to PRIMUS
Telecommunications Group, Incorporated.

The proposed purchase price is approximately $72 million in cash and
debt securities.

In addition, the court approved the sale of the Gemini IRU for $4.5
million to  Viatel Global Telecommunications and the Company's Los
Angeles switch site for  $1.1 million to Comdisco, Inc.


THORN APPLE: Response In Objection To Termination of Exclusivity
----------------------------------------------------------------
The debtor, Thorn Apple Valley, Inc. et al. disagrees with the
Creditors' Committee over the Committee's interpretation of an order
which the Committee says gives the Lender veto power over any plan.  
The debtor states that the Committee's motion to terminate
exclusivity is based on a false premise, and that the debtor did not
give the Bank Group a veto over the plan.  The debtor says that the
Committee implies that terminating exclusivity would move the case
forward.  The debtor argues that there is no cause to terminate
exclusivity.  The debtor states that there is no acrimony among the
debtor's principals and no companion case where exclusivity has
already terminated, as in prior case law.  The debtor says that it
has moved unusually quickly to market itself to prospective
purchasers and plan investors, received six letters of intent and
has kept the Bank Group and the Committee 's professionals advised
of its progress along that process.  The debtor also says that even
if the Bank Group had veto power, the debtor's commitment to use its
best efforts to file a plan promptly which acceptable to its Bank
Group does not constitute cause to terminate exclusivity.  Further
the debtor has retained the investment banking firm of Peter J.
Solomon to assist it in the process of entering into a sale
transaction or plan of reorganization and the debtor has also
engaged Jay Alix & Associates to prepare a draft operating plan
going forward.


TRANS WORLD AIRLINES: Preferred Stock To Go On The Block
--------------------------------------------------------
Trans World Airlines Inc. has filed a supplement to their Prospectus
dated February 5, 1998.  The purpose of the supplement is to inform
of the availability for sale of 1,460,700 shares of 9 1/4%
cumulative convertible exchangeable Preferred Stock, of Trans World
Airlines, Inc. offered by the selling holders.  The selling holders
have notified Trans World, in writing, of their intention to sell
the shares of Preferred Stock and the supplement to the company's
Prospectus has been filed in response to the request of these
shareholders.


TRISM INC: Brown Hired To Assist In Recapitalization Plan
---------------------------------------------------------
Trism Inc. is a long haul trucking transportation company.  It
subsidiaries, TSMT, Diablo and CIW service customers in the
munitions and explosives market and are collectively the largest
transporters of Department of Defense munitions in the continental
United States.  TSMT and CIW operate throughout the continental
United States with Diablo's market focus primarily in the western
regions of the United States.

Trism Environmental Services ("TES"), a division of TSMT, provides
service to customers in the hazardous waste and radioactive
materialsm market and is the largest transporter of hazardous waste
materials in the United States.  TES operates throughout the United
States, but its primary market focus is east of the Mississippi.

Additionally, Trism Inc. has heavy haul and logistics operations.  
The former transports particularly weighty, over-sized, large
dimensional loads.  The logistics operation specializes in the
management of freight by truck, largely by engineering and
construction companies.

Net loss for the quarter ended March 31, 1999, amounted to $3.8
million compared to a net loss of $1.9 million in the first quarter
of 1998. Operating revenue decreased $3.5 million, or 4.9% from the
first quarter 1998 to 1999.

On May 10, 1999, the company engaged BT Alex.Brown to assist in the
formulation of the company's recapitalization plan.


WORLDCORP: 15.1% Ownership in Stock Now Resides With Investment Firm
--------------------------------------------------------------------
Rothschild Recovery Fund L.P. has used its discretionary authority
to purchase convertible debentures of Worldcorp Inc. The purpose of
the transaction was to buy and dispose of the debentures for
investment purposes.  Beneficial ownership of the converted shares
will reside in Rothschild Recovery Associates LLC, general partner
of Rothschild Recovery Fund L.P., Cheryl G. Gordon and Wilbur L.
Ross, Jr.  The latter two will be acting in their capacity as the
managing members of the general partner.

Assuming conversion of the convertible debentures into the common
stock of Worldcorp, the Fund, the General Partner, Cheryl G. Gordon,  
and Wilbur L. Ross, Jr. would beneficially own 2,475,769  shares of
Worldcorp common stock , which represents  15.1% of the 16,359,014
shares of common stock which would be outstanding upon conversion of
the convertible debentures. Rothschild Recovery Fund has indicated
that the Fund, and, indirectly, Rothschild Recovery Associates LLC,
Ms. Gordon and Mr. Ross would exercise shared investment power with
respect to the converted shares.

The principal business of Rothschild Recovery Fund L.P. is to
provide significant financial returns through  investments  in  
distressed  securities and through selected financing arrangements
for companies in bankruptcy proceedings.  As already mentioned, the
Fund initially acquired the convertible debentures for investment
purposes. Subsequently, the Fund, and indirectly its General
Partner, Cheryl G. Gordon and Wilbur L. Ross, Jr., became co-
proponent of Worldcorp's plan of reorganization for bankruptcy which
was initially filed in the United States Bankruptcy Court
for the District of Delaware on February 12, 1999. The first amended
plan of reorganization of Worldcorp was filed in the United States
Bankruptcy Court for the District of Delaware on March 23,1999.


Meetings, Conferences and Seminars
----------------------------------
June 3-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

June 7-8, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Le Meridien, Dallas, TX
            Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

June 17-19, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Fundamentals of Bankruptcy Law Conference
         Crowne Plaza Hotel, Seattle, Washington
            Contact: 1-800-CLE-NEWS

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 26-28, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

September 27-28, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

October 6-9, 1999
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


                      *********

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  * * *