TCR_Public/990628.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
         Monday, June 28, 1999, Vol. 3, No. 122                                              
                           
                    Headlines

BROTHERS GOURMET: Monthly Financial Filing Sought, April Gain
BRUNO'S: Seeks To Sell Property In Waycross and McRae Georgia
BUILDER'S TRANSPORT: Order Denies Conversion to Chapter 7
CENTENNIAL COAL: Seeks To Employ Energy Ventures Analysis
CODON PHARMACEUTICALS: Seeks More Time To Assume/Reject Leases

COLOR TILE: Committee Applies To Retain ASK Financial
DAILEY INTERNATIONAL: Committee Opposes Employ of Auditors
DAVIS INDUSTRIES: California Gun Manufacturer Files Bankruptcy
GARDEN BOTANIKA: 95 Stores Being Liquidated By Court Order
HOMEPLACE STORES: Trumbull Services Named Trustee

ITHACA INDUSTRIES: Assets Sold, Factories Closed
JUMBOSPORTS: Reorganization Plan Prepared As Stores Are Closed
METALLURG HOLDINGS: Company's Revenues Dip, Losses Result
ONEITA: Seeks Order Approving Sale of Mfg. Equipment
PARAGON TRADE: Order Extends Exclusive Periods

PITTSBURGH PENGUINS: Judge Approves Lemieux's Plan
RUSSELL CAVE: Order Extends Exclusivity
SGL CARBON: Committee Seeks One Trial of Civil Antitrust Claims
SGL CARBON: Plan Process Slowed By "Hostile" Panel
SGSM ACQUISITION: Applies To Retain Phelps Dumber as Attorney

THE COSMETIC CENTER: Seeks Rejection Of Certain Leases
UNITED COMPANIES FINANCIAL: Order Approves Lead Counsel
UNITED COMPANIES FINANCIAL: Rating Actions (Correction)
WORLDWIDE DIRECT: Philips Objects To Sale of Inventory
WSR CORP: Order Extends Time To Assume or Reject Leases

                    **********

BROTHERS GOURMET: Monthly Financial Filing Sought, April Gain
-------------------------------------------------------------
Brothers Gourmet Coffee Inc., petitioning the SEC for monthly
filings of financial statements while it is in the process of
reorganization under its bankruptcy proceedings has reported a
net gain in April 1999, occasioned principally by gain on the
sale of certain assets.  Net gain for the month stood at
$4,492,000 on sales of $3,793,000.


BRUNO'S: Seeks To Sell Property In Waycross and McRae Georgia
--------------------------------------------------------------
The Debtors ask for authority to sell their interest in two
tracts of real property located in the cities of Waycross and
McRae, Georgia and to assume, assign, and sell their interest, as
Lessor, in the leases relating to the two properties.

The Debtors remind the Court that PM Associates is a Joint
Venture between SSS Enterprises, a Debtor in these cases, and
Metropolitan Life Insurance Company.  The partners in this Joint
Venture each own 50%.  PM Associates owns two parcels of real
property; one property is in the Waycross, Georgia,
the other in McRae, Georgia.  The properties were leased to
Bruno's Food Stores until November 1996.  At that time, Bruno's
Food Stores assigned its interest as lessee under the leases to
Food Giant Supermarkets of Arkansas.  Food Giant no longer
operates supermarkets on either property; rather, Food
Giant has leased the Waycross Property to J.H. Harvey and the
McRae property to Reynolds IGA.

Since November, the Debtors say, PM Associates has been marketing
the properties, including the leases, with the assistance of the
Debtors' real estate broker CB Commercial Real Estate Group. The
marketing efforts of CB Commercial have included mailing a four
page color information package to four thousand investors and
owners of regional shopping centers, contacting all local brokers
with quarterly mailers, listing the property in CB
Commercial's national database, and including the property in
their materials for various national and regional ICSC
conventions.

PM Associates entered into a contract for the purchase and sale
of real property with Southwood Development Company in May 1999.  
Under the contract, Southwood has agreed to pay PM Associates
$1,725,000 to purchase the properties, including PM Associates'
interest, as lessor, under the leases.  The proceeds of the sale
will first be used to satisfy all amounts due and payable by PM
Associates under the mortgages relating to the properties.  The
balance of the proceeds of the sale, which will aggregate
approximately $500,000, will be paid 50% to MetLife and 50% to
SSS Enterprises.  

The principal terms of the Sale Contract are:

1. Properties:  real property in cities of Waycross and McRae, in
the State of Georgia, containing a portion of a city block and
2.862 acres, respectively, and all buildings, structures,
improvements and fixtures located thereon.

2. Due Diligence and Right to Terminate: the due diligence period
will expire 60 days after the receipt of an order by the Court
approving the Sale Transaction.  Within 60 days after the
approval date, Southwood shall complete all of its due diligence.  
During the due diligence period, Southwood has the right to
terminate the Sale Contract.

3. Earnest Money and Purchase Price: the purchase price for the
properties shall be $1,725,000.  Southwood has paid or will pay
(a) $50,000 as a deposit, to the escrow agent for the Sale
Transaction, and (b) the balance of the purchase price at
closing.

4. Release and Assumption of Lease Obligations:  pursuant to the
Sale Contract, as of the Closing Date, Southwood shall release
the Debtors from any and all liability, as former lessee, under
the Leases and assume all obligations as lessor under the Leases.

5. Closing: the closing will take place no later than 90 days
after receipt of the Court's Order approving the terms of the
Sale Contract

6. Default: in the event the Sale Transaction does not close
because of a default of Southwood, the deposit shall be delivered
to PM Associates.  In the event of a default by PM Associates,
Southwood may seek specific performance of the Sale Contract and
other remedies.

The Brokerage Agreement with CB Commercial provides that the
Debtors will pay to CB Commercial a fee equal to 4% of the
purchase price, plus any reasonable out-of-pocket expenses
incurred.  The commission due to CB is $69,000.  MetLife will pay
50% of that amount and the Debtors ask the Court for authority to
compensate CB Commercial the remaining 50%. (Bruno's Bankruptcy
News Issue 21; Bankruptcy Creditors' Service, Inc.)


BUILDER'S TRANSPORT: Order Denies Conversion to Chapter 7
---------------------------------------------------------
The US Bankruptcy Court for the Northern District of Georgia,
Atlanta Division entered an order denying the motion of several
individuals, James R. Singer, Michelle Tocco, Arthur Johnson and
Marilyn and Wilburn Sangurima to convert one or more of these
cases to Chapter 7.

The court stated that the movants' theory attempts to
oversimplify a complex business situation.  The court says that
it is one thing to be unsatisfied with the pace of a trustee or
debtor in resolving issues of a case and another to prove
incompetence or neglect.  The court should be and is sympathetic
to the desires of unsecured creditors in general and victims of
accidents in particular to pursue all avenues of asset recovery
with reasonable dispatch.  "But you don't fire the cook merely
because four or five patrons, unhappy with service, worry aloud
that the main course may not be in the oven."


CENTENNIAL COAL: Seeks To Employ Energy Ventures Analysis
---------------------------------------------------------
The debtors, Centennial Coal, Inc. and its affiliates seek to
employ Energy Ventures Analysis, Inc. ("EVA") as management
consultants to the debtors.  A hearing will be held on July 1,
1999 at 4:00 PM.

Prior to a scheduled hearing to consider approval of a certain
asset purchase agreement with Western Mining & Investments LLC
("WMI"), the DIP lenders informed the debtors that they could no
longer support the proposed sale to WMI.  This was due to the
fact that Tri-Links Investment Trust already a DIP lender and a
pre-petition lender became the owner of a majority of the
debtor's post-petition secured debt through additional purchases.  
The debtors have determined that it is in the best interests of
the estates to pursue alternatives to the sale contemplated by
the WMI Agreement.  The debtors have determined that in order to
maintain creditor confidence it is necessary to change the
executive management of the debtors.  

The debtor seeks to employ EVA in light of the changes to their
executive management.  The firm will receive a consulting fee of
$61,000 per month from June 1, 1999 through December 31, 1999.

The firm will provide the following services:

Supervise mining operations and engineering activities, including
the implementation of all reclamation activities;

Manage all coal sale activities, including the development and
negotiations of contracts with TVA and other customers;

Report all financial and accounting information to the Boards of
Directors, the Bankruptcy Court and the US Trustee, and cash flow
management;

Negotiate with lessors, regulatory agencies and bonding companies
to negotiate more economical arrangements for the debtors, a
resolution of the debtors' "permit block" and other arrangements
necessary to effect any sale of the debtors or their assets;

Market the debtors' assets for sale as a going concern or to
otherwise and manage the sale process.

Two individuals associated with EVA will assume senior executive
management positions with the debtors.  EVA has subcontracted
with Blue Ridge to perform certain duties.


CODON PHARMACEUTICALS: Seeks More Time To Assume/Reject Leases
--------------------------------------------------------------
Codon Pharmaceutical Inc. and Oncor, Inc. seek an order extending
the time within which the debtor shall assume or reject unexpired
leases of nonresidential real property.  The debtor seeks an
order extending the period for an additional 60 days, through and
including August 27, 1999.  The lease is for the debtor's
corporate headquarters and constitutes a valuable asset of the
estate and an integral component of the continued operation of
the debtor's businesses.  The debtor is not yet in a position to
determine whether to assume or reject the amended lease, in that
it is in the early stages of the bankruptcy case and is still in
the process of formulating a plan of reorganization.  The debtor
has not determined whether it is in the best interests of
creditors to propose a standalone plan of reorganization or a
plan which contemplates the sale of all or part of the estates'
assets.


COLOR TILE: Committee Applies To Retain ASK Financial
-----------------------------------------------------
The debtors Color Tile, Inc. and its debtor affiliates seek to
hire ASK Financial as collection counsel.

The firm would provide services in connection with collection of
77 default judgments totaling about $1.2 million outside of Texas
and 35 judgments totaling about $750,000 within Texas.

ASK will be compensated at the rate of 30% of the collected
amounts, plus reimbursement of out-of-pocket expenses.


DAILEY INTERNATIONAL: Committee Opposes Employ of Auditors
----------------------------------------------------------
The Official Committee of Unsecured Creditors object to the
language in the Letter of Understanding between the debtors,
Dailey International Inc., et al and Ernst & Young LLP, ("E&Y")
auditors and consultants.

Specifically, the Committee objects to the language that absolves
E&Y from virtually any meaningful responsibility for breach of
duty, professional negligence or other wrongful behavior
(including gross negligence or intentional misconduct).  E&Y did
not include this language in the terms of previous work
agreements with the debtors, and they acknowledged that none of
the objectionable terms were included in any of the engagement
letters pursuant to which E&Y performed work in other bankruptcy
Cases.  The Committee urges the court to reject the retention of
E&Y unless the limitations of liability and indemnification
provisions are deleted.


DAVIS INDUSTRIES: California Gun Manufacturer Files Bankruptcy
--------------------------------------------------------------
A California gun manufacturer filed for bankruptcy protection
after being named as a defendant in lawsuits by cities across the
country seeking to recoup the costs of gun-related crime and
violence.

Davis Industries, a Chino, Calif., company known for producing
small, cheap handguns, filed for Chapter 11 protection in May,
court records show.  More than a dozen companies have been named
in lawsuits, including well-known gunmakers such as Smith &
Wesson, Colt, Glock, Berretta and Sturm Ruger.  Cities including
Los Angeles, Chicago and New Orleans filed the suits,  
accusing gunmakers of failing to equip weapons with adequate
safety devices, and marketing them in ways that allow handguns to
fall into the hands of criminals.

The suits are patterned after lawsuits that forced cigarette
makers to pay some $246 billion over the next 25 years to
reimburse states for the cost to public health agencies of
treating tobacco-related illnesses.


GARDEN BOTANIKA: 95 Stores Being Liquidated By Court Order
----------------------------------------------------------
Net sales of Garden Botanika Inc. for the first quarter of fiscal
1999 were $17.9 million, compared to net sales of $21.7 million
for the comparable prior period, ended January 1, 1999.  Net loss
in the quarter ended May 1, 1999 was $10.5 million compared to
net loss of $5.0 million in the prior quarter.

The company filed for Chapter 11 bankruptcy protection on April
20, 1999 and expects to propose a reorganization plan that
provides for emergence from bankruptcy by or before 2001. Garden
Botanika has the exclusive right to file a reorganization plan
through August 18, 1999, and the Bankruptcy Court may grant a
request to extend the exclusive period. Although
management says it expects to file a reorganization plan that
provides the means for satisfying claims and interests in the
company, there can be no assurance that a plan will be proposed
or that, if proposed, it will be confirmed by the Bankruptcy
Court or that, if confirmed, it will be consummated. At this
time, it is not possible to predict the outcome of the
Chapter 11 case or its effects on the company's business.

Garden Botanika had 150 stores in operation at May 1, 1999
compared to 280 stores at May 2, 1998 and 252 stores at January
30, 1999. Under authorization of the Bankruptcy Court, the
company engaged the services of a liquidator that has been or
currently is in the process of liquidating inventory at 95 other
company-leased store locations having leases that the
company intends to reject as part of its reorganization efforts.
The average age of the company's stores at May 1, 1999, was 49
months.

On April 30, 1999, the Bankruptcy Court authorized the company to
reject leases for 95 poorly performing stores.  Seventeen of
these stores had been identified for closure in fiscal 1998 and
were already included in the reserves for store closings taken
that year. As stated above, in connection with the Chapter 11
case, Garden Botanika engaged the services of an inventory
liquidator and, on April 30, 1999, began the process of
liquidating inventory in connection with the closing of 95 poorly
performing stores. Under the terms of an agreement with its
liquidator, based on minimum inventory levels, the company has
been guaranteed a minimum payment of $2.6 million dollars from
the sale of inventory at closing store locations. The company
continues to pay occupancy costs during the liquidating period,
but the liquidator assumes all other operating expenses
associated with the stores to be closed.

As a debtor-in-possession, actions against the company to collect
pre-petition indebtedness are stayed and certain contractual
obligations may not be enforced against the company. With the
approval of the Bankruptcy Court, certain of these obligations
may be paid prior to the confirmation of a reorganization plan.
To date, the company has received approval to pay customary
obligations associated with the daily operations
of its business, including the timely payment of new inventory
shipments, employee wages and other obligations. The ultimate
amount of, and settlement terms for, the company's pre-petition
liabilities are subject to the approval of a plan of
reorganization and, accordingly, the timing and
form of settlement are not presently determinable.


HOMEPLACE STORES: Trumbull Services Named Trustee
-------------------------------------------------
Trumbull Services Company, Hartford, Conn., has been named
reorganization trustee for HomePlace Stores Inc., by order of the
Bankruptcy Court for the District of Delaware, according to
Trumbull. The company will manage the reorganization trust assets
and carry out the provisions of the plan, including resolving
disputed unsecured claims and disputed equity interests, as well
as making payments, distributions and conveyances. Trumbull
Services is a subsidiary of the Hartford Financial Services
Group, and offers a broad range of service in the bankruptcy,
mergers and acquisitions and general restructuring arenas.


ITHACA INDUSTRIES: Assets Sold, Factories Closed
--------------------------------------------------
Ithaca Industries Inc. finalized the sale of its hosiery division
on April 30, 1999. The company received total proceeds of $24.1
million at the closing.

The company has also terminated approximately 700 production
related employees of its underwear division at its recently
closed Cairo, Georgia and Swainsboro, Georgia facilities.
Additionally, certain assets have been classified as held for
sale as of May 1, 1999 related to the closure of the
Cairo and Swainsboro facilities.

Net sales for the company decreased from $44.5 million for the
thirteen weeks ended May 2, 1998 to $42.4 million for the
thirteen weeks ended May 1, 1999. Ithaca indicates the decrease
reflects lower sales to some of its major customers, offset by
increased sales of underwear products that have been discontinued
by the company.  Losses remained somewhat constant at
$607,000 for the period ended May 1, 1999, and $ 604,000 for the
same period in 1998.


JUMBOSPORTS: Reorganization Plan Prepared As Stores Are Closed
--------------------------------------------------------------
On December 27, 1998, after experiencing a poor holiday season
and with  increased  pressure  being  applied  by the company's
lenders and suppliers, JumboSports Inc. and certain of its  
subsidiaries  filed voluntary  petitions for reorganization  
under Chapter 11 of the Bankruptcy Code in the United States  
Bankruptcy  Court for the Middle  District of Florida.  Included
in the bankruptcy filing is JumboSports Inc., d/b/a
Vacations Travel, f/k/a Sports & Recreation, Inc., and f/d/b/a/
Sports Unlimited, Guide Series, Inc. and Property Holdings  
Company I.  Not included in the bankruptcy action is Nationwide
Team Sales, Inc., Retail Process Management, Inc.,  Sports &
Recreation,  Inc.,  Sports & Recreation Holdings of PA, Inc. and
Construction Resolution, Inc., all subsidiaries of JumboSports
Inc.

The Bankruptcy Court had granted JumboSport's request to extend
its exclusive right to file a plan of reorganization through June
1, 1999.  On June 1, 1999, the Bankruptcy Court granted the  
company's request to further  extend the  exclusivity  period  
while  management  works on implementing  new operating  
strategies  that are intended to improve operating performance.  
The new extension gives the company through September 3, 1999 to
file a plan of reorganization.

On February 11, 1999, the Bankruptcy Court granted a motion for
authority to obtain debtor-in-possession financing.  Proceeds
from the 18 month DIP facility are being used to finance the on-
going working capital needs of the company, to pay fees and
expenses  incurred in connection with the DIP facility agreement,  
to pay all amounts due under the pre-petition  credit
agreement,  to replace  the letters of credit  issued and  
outstanding thereunder,  and to pay certain other costs and
bankruptcy  related claims and charges as allowed by the
Bankruptcy Court.

JumboSports closed 17 stores in its first quarter of the current
year, ending the quarter with 42 stores this year, compared to
closing 18 stores in the prior year, ending the first quarter
with 59 stores.  Sales for the first quarter decreased to $57.8
million compared with sales of $86.5 million in the first  
quarter of the prior year.  Its net loss for the first quarter of
1999 was $5.3 million compared to a net loss of $6.0
million in the same quarter of 1998.


METALLURG HOLDINGS: Company's Revenues Dip, Losses Result
---------------------------------------------------------
Metallurg Holdings, Inc., a Delaware corporation, was formed on
June 10, 1998 and is owned by Safeguard International Fund, L.P.
an international private equity fund that invests primarily in
equity securities of companies in process industries. On July 13,
1998, Metallurg Holdings, Inc. acquired Metallurg, Inc.  
Metallurg Holdings is a holding company and does not have any
material operations or assets other than the ownership of
Metallurg.  That company operates in one significant industry
segment, the manufacture and sale of ferrous and non-ferrous
metals and alloys. Metallurg is organized geographically, having
established a worldwide sales network built around Metallurg's
core production facilities in the United States, the United
Kingdom and Germany.

In June 1999, the company received proceeds in the amount of $6.5
million from an insurance company upon settlement of
environmental claims relating to periods dating back to the
1960's. These claims relate to historical costs of remedial
activities at the company's Newfield, New Jersey site.

Prior to June, for the quarter ended April 30, 1999 the company
reported total revenues of $117.8 million as opposed to revenues
of $167.8 million in the quarter ended April 30, 1998.  the
company indicates the decrease in revenues was due to decreases
in the selling prices and volumes of Metallurg's primary
products.  Net income decreased from $6.8 million for
the quarter ended April 30, 1998 to a loss of $8.5 million for
the quarter ended April 30, 1999. The decrease in 1999 results
primarily from reduced gross margins and increased interest
expense according to the company.


ONEITA: Seeks Order Approving Sale of Mfg. Equipment
----------------------------------------------------
The debtor, Oneita Industries, Inc. seeks court approval for the
sale in bulk of all of the debtor's remaining furniture,
fixtures, equipment, forklifts and trucks ("FF&E") located at its
leased offices and its manufacturing and distribution facilities
which is not specifically excluded from the sale, subject to
higher and better offers to Consolidated Auctioneers &
Liquidators, Inc. authorizing the debtor to retain Consolidated
as its exclusive agent to sell the FF&E on a commission basis,
either by private sale or public auction.  Since the debtor is
winding down its business, it must sell all of its assets.  
Consolidated will purchase all of the FF&E from the debtor's
manufacturing facilities in Fayette, Alabama; Cullman, Alabama,
and Andrews, South Carolina, from its leased offices in New York,
New York; Birmingham, Alabama and Charleston, South Carolina, and
from its distribution facility in Lawrenceville, Georgia for the
sum of $6 million, subject to the adjustments expressly set forth
in the Bulk Sale Agreement for any FF&E excluded from the bulk
sale.


PARAGON TRADE: Order Extends Exclusive Periods
----------------------------------------------
The US Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, entered an order extending the debtor's
exclusive periods to file a plan of reorganization and solicit
acceptances thereto.  The time period within which Paragon Trade
Brands shall have the exclusive right to file a plan is extended
through and including July 19, 1999, and the time period within
which Paragon shall have the exclusive right to solicit
acceptances to any such plan is extended through and including
September 19, 1999.


PITTSBURGH PENGUINS: Judge Approves Lemieux's Plan
--------------------------------------------------
Bankruptcy Judge Bernard Markovitz approved former Pittsburgh
Penguin Mario Lemieux's reorganization plan for the bankrupt
team, and as a result, the team will stay in Pittsburgh, The
Pittsburgh Post-Gazette reported. Lemieux and a group of
investors will invest $50 million in the team, which will
continue to play at the Civic Arena and have its games
broadcast by Fox Sports Net Pittsburgh. Fox agreed to pay $9
million for the 1999-2000 season, and that rate will increase by
five percent each year. The Public Auditorium Authority
(PAA), which owns the arena, agreed to give up the revenue
generated by selling the naming rights to he facility and to
forgive $12 million the team owed the city-county agency for
improvements made to the arena. The PAA also agreed to impose a
50-cent surcharge on tickets for non-Penguins events, and it will
give that revenue to the team. Lemieux has until July 16 to reach
an agreement with SMG, which is the landlord of the Civic Arena.
Lemieux's plan was the winner over a proposed plan by the
National Hockey League, which reportedly said that it is pleased
with the result and congratulates Lemieux for his dedication in
taking the team out of bankruptcy. (ABI 25-June-99)


RUSSELL CAVE: Order Extends Exclusivity
---------------------------------------
The US Bankruptcy Court for the Eastern District of Kentucky,
Lexington Division entered an order increasing the 120-day and
180-day time periods in which Russell Cave Company, Inc. f/k/a
The J. Peterman Company has the exclusive right to file a plan of
liquidation and solicit acceptances thereto.  The periods are
extended up to and including July 25, 1999 for filing of the
debtor's plan and September 25, 1999 for soliciting acceptances.


SGL CARBON: Committee Seeks One Trial of Civil Antitrust Claims
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of SGL Carbon
Corporation is seeking an order modifying the automatic stay so
as to permit a single trial of civil antitrust claims against the
debtor.

The Committee says that recent developments have fundamentally
altered the nature of the antitrust litigation that gave rise to
the bankruptcy.  SGL AG and its Chairman pled guilty to criminal
charges that they participated in a conspiracy to fix the price
and allocate the volume of graphite electrodes sold in the United
States and elsewhere.

The guilty please will simplify the issues to be tried,
eliminating the need for a substantial trial on liability. The
Committee says that all parties agree that a resolution of the
civil antitrust claims is necessary before the Chapter 11 case
can be concluded.  A limited modification of the stay to permit a
single trial in the Philadelphia District Court will enable the
Bankruptcy Court to fix the value of all antitrust claims against
the debtor in a prompt and efficient manner.


SGL CARBON: Plan Process Slowed By "Hostile" Panel
--------------------------------------------------
SGL Carbon Corp. is seeking a 120-day extension of its exclusive
period to solicit plan acceptances, from June 12 to Oct. 12,
respectively, its first such request. "In a case involving
several thousand employees and creditors, hundreds of millions of
dollars in debt, and an official committee that is openly and
aggressively hostile to the Debtor and the interests of the
Debtor's estate, the relevant standards clearly weigh in favor of
permitting the Debtor an extended opportunity to solicit
acceptances to and confirm a plan of reorganization," asserts the
June 4 motion. According to the motion, the committee has "sought
to distract and derail the Debtor's reorganization efforts rather
than working with the Debtor toward the confirmation of a
feasible plan of reorganization that meets the best interests of
all of the parties in interest."  (The Daily Bankruptcy Review
and ABI June 25, 1999)


SGSM ACQUISITION: Applies To Retain Phelps Dumber as Attorney
-------------------------------------------------------------
The debtor, SGSM Acquisition Company, LLC, seek entry of an order
authorizing the retention of Phelps, Dunbar, LLP as its
bankruptcy counsel.  The debtor seeks to employ and retain the
law firm as its attorneys under a general retainer.

The hourly rates of attorneys in the firm range from $230 per
hour to $100 per hour.

The firm will:
Provide legal advice with respect to their powers and duties as
debtor; to prepare and pursue confirmation of a plan and approval
of a disclosure statement; to prepare applications, motions,
answers, orders, reports and other legal papers and to appear in
court to protect the interests of the debtor.


THE COSMETIC CENTER: Seeks Rejection Of Certain Leases
------------------------------------------------------
The debtor, The Cosmetic Center, Inc. seeks approval of the
rejection of certain leases effective as of the close of business
on June 30, 1999.

The locations are as follows:

Burlington, NC
Cohoes, NY
Ashville, NC
Niagra Falls, NY
Aorora, Ohio
West Frankfort, IL
Horse Cave, KY
Brnach, MN
Oshkosh, WI
Lawrence, KS
Normal, IL
Odessa, MO
Nahville, TN
Ontario, CA
Auburn Hills, MI
Aurora, OH


UNITED COMPANIES FINANCIAL: Order Approves Lead Counsel
-------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the Equity Committee to retain the law firm of
Long Aldridge & Norman LLP as its lead counsel as of June 3,
1999.


UNITED COMPANIES FINANCIAL: Rating Actions (Correction)
-------------------------------------------------------
In October, 1998, United Companies Financial Corp. announced that
it would sell or close its manufactured housing business. The
company begun to transition the servicing from the Minneapolis
manufactured housing operation to Baton Rouge where the company's
home equity loan servicing shop is located.  Additionally,
growing financial difficulties of the company caused heightened
concerns regarding maintenance of servicing quality. The company
filed for Chapter 11 bankruptcy protection on March 1, 1999.

Since Oct. 30, 1998, numerous rating actions have been taken (see
press releases dated Oct. 30, 1998 and Feb. 4, 1999). These
actions reflect Fitch IBCA's concerns regarding the possibility
of any adverse impact on pool performance as a result of the
sale/closing of the company and/or the bankruptcy filing. As of
Feb. 4, 1999, the 'BB' rated B-2 bonds of series 1996-1 and 1998-
2 have been on RatingAlert Negative. The 'BBB' rated B-1 bonds
for eight deals (series 1996-1, 1997-1 through 1997-4, 1998-1
through 1998-3) have been on RatingAlert Evolving.

The disruption in servicing has contributed to a particularly
high level of delinquencies and repossessions. On May 5, 1999,
Fitch IBCA conducted an onsite review of the servicing operation.
Fitch IBCA found that the collection process had been fully
transitioned to Baton Rouge and there was a sufficient level of
staffing and servicing capability. However, with regard to
recovery, due to its lack of dealer relationships as a result of
exiting the origination business, the company is reliant upon
wholesale liquidation of repossessed homes. Recovery rates on
wholesale liquidations are generally substantially lower than
retail liquidation recoveries.

In February, 1999, UCFC liquidated a large number of homes
through a bulk sale of its repossession inventory. The high
liquidation caused a spike in losses, which resulted in
considerable interest shortfalls on a number of
deals. Although those shortfalls were quite severe, causing the
mezzanine bonds to receive only a portion of their interest, all
bonds, except one, have been paid back in full by available cash
in subsequent months, leaving no outstanding shortfalls.

Fitch IBCA's rating actions reflect the status of the servicing
operation and the high loss severity expectation. Since the
reestablishment of a full collection operation is relatively
recent, it may take some time before any real improvement in
delinquencies is seen. However, the bulk sale of
repossessed homes has reduced the inventory down to a more
manageable level. Additionally, fewer repossessed homes in
inventory allows field representatives to assist in collections
rather than focus on re- marketing efforts.

The affected securities are:

United Companies Financial Corp.'s manufactured housing contracts
pass through certificates:

--Series 1996-1, class B-1, moved to RatingAlert Negative from
RatingAlert Evolving; --Series 1996-1, class B-2, downgraded to
'B' from 'BB' and placed on RatingAlert Negative; --Series 1997-
RS1, class A, downgraded to 'BB-' from 'BBB+' and placed on
RatingAlert Negative; --Series 1997-1, class B-1 downgraded to
'BB' from 'BBB' and placed on RatingAlert Negative; --Series
1997-1, class B-2, downgraded to 'CCC' from 'B-'; --Series 1997-
2, class B-1, moved to RatingAlert Negative from Rating Alert
Evolving; --Series 1997-2, class B-2, downgraded to 'CCC' from
'B-'; --Series 1997-3, class B-1, moved to RatingAlert Negative
from Rating Alert Evolving; --Series 1997-3, class B-2 downgraded
to 'CCC' from 'B-'; --Series 1997-4, class B-1, moved to
RatingAlert Negative from Rating Alert Evolving; --Series
1998-1, class B-1, moved to RatingAlert Negative from RatingAlert
Evolving;

Additionally, the following securities are removed from
RatingAlert Evolving:
  
--Series 1998-2, class B-1; --Series 1998-3, class B-1;

Series 1998-2, class B-2 remains on RatingAlert Negative (The
issue was incorrectly stated as class B-1 in an earlier release)

Three of the securities (1997-1 through 1997-3) are enhanced by a
limited guarantee from United Companies Financial Corp. The
ratings on these securities typically reflect the ability of
United Companies to make payments under the limited guarantee. On
Feb. 4, 1999, Fitch IBCA downgraded these securities to 'B-'
despite the rating of 'CCC-' on the company. If the
limited guarantee were the only credit enhancement for these
securities they would have been downgraded to 'CCC-', as well.
However, each of these securities are also supported by the
application of monthly excess interest to loss coverage. The
additional credit enhancement was the determinant of Fitch IBCA's
'B-' rating. Since that time, Fitch IBCA has revised its loss
assumptions on the pools, given higher loss expectations, the
available excess interest is no longer sufficient to support that
rating. These securities are now rated 'CCC'.

Fitch IBCA will continue to monitor the performance of the
collateral pools backing the securities as well as the status of
the servicing platform.


WORLDWIDE DIRECT: Philips Objects To Sale of Inventory
------------------------------------------------------
Philips Consumer Communications objects to the debtors' motion
for an order authorizing and approving the sale of certain
inventory in Framingham, Massachusetts to Shared Technology
Cellular ("Shared").

PCC is an unsecured creditor of the debtors with a prepetition
claim aggregating $12.9 million for various cellular telephones
and accessories sold to the debtors.  The debtors seek to sell
certain inventory to Shared for $2.46 million.  PCC has learned
that Shared intends to credit bid, that is offset its purchase
price offer against its alleged unsecured claims against the
debtors.  PCC states that this is an impermissible credit bid.  
PCC alleges that it has submitted a competing credit bid whose
value exceeds Shared's bid.  The creditor also states that the
debtors have not provided sufficient notice to potential
interested parties, and they cannot represent that they have
undertaken to maximize the value of the inventory.  Due to the
aggregate cost-basis value of the inventory at $6.2 million, the
debtors should provide public notice of the sale and an
opportunity to submit competing bids.


WSR CORP: Order Extends Time To Assume or Reject Leases
-------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order enlarging and extending the time of the debtors, WSR
Corporation, R&S/Strauss, Inc., National Automotive Stores, Inc.
and National Auto Stores Corp. to assume or reject the unexpired
leases.  The period is extended for approximately 90 days through
and until September 6, 1999.

                       **********

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.  

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