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   T R O U B L E D   C O M P A N Y   R E P O R T E R
     
         Friday, July 1, 1999, Vol. 3, No. 126                                              
                           
                    Headlines

1043 DEVELOPMENT: Attorney Expects Liquidation
ADVANCED GAMING: Plan of Reorganization Confirmed
ALTA GOLD: Objection to Lease Rejection
APS HOLDING: Obtains Extension of Time To Assume/Reject Leases
APS HOLDING: Exclusivity Expires Without a Word

BLOCK TRADING: Rushmore Financial Bids $800,000 for Software
BOSTON CHICKEN: Lenders Object To Pursuit Of Suitors
BRAZOS SPORTSWEAR: Completes Sale of Morning Sun, Inc.
CODED COMMUNICATIONS: Seeks Authorization For Sale
CROWN BOOKS: Files Consensual Plan Of Reorganization

DOW CORNING: Plaintiff Attorneys Not in Full Favor of Settlement
FLORIDA COAST: Hearing For Third DIP Financing Order
FRANKEL'S HOME: Order Rejecting Leases
HARNISCHFEGER INDUSTRIES: Creditors' Committee Formed
HOSPITAL STAFFING: Trustee Tries to Settle Jurisdictional Dispute

LIVE PICTURE: MGI Software to Acquire Live Picture
LOEWEN: Committee Taps Professionals
LOEWEN: Committee Complains About Wasserstein's Fee
MCA FINANCIAL: Seeks Financing Order
MCGINNIS PARTNERS: Notice To Continue Hearing

MICHAEL PETROLEUM: To Restructure Debt, Possible Bankruptcy
NEUROMEDICAL SYSTEMS: Seeks Authority to Sell Stock of NSI Asia
ORANGE COUNTY: Approves $3.85 Billion Budget
PARAGON TRADE: P&G Responds To Expense Reimbursement
RECYCLING INDUSTRIES: Seeks To Extend Exclusivity

SAMSUNG(Korea): Seeks Court Receivership For Car Unit
UNITED COMPANIES: Seeks To Retain Clayton Advisory
UNITED PETROLEUM: Hearing To Consider Disclosure Statement
WORLDCORP: Order Extends Exclusivity

                    **********

1043 DEVELOPMENT: Attorney Expects Liquidation
----------------------------------------------
Attorney Dayten P. Hanson of Ludwig & Shlimovitz said that
liquidation is likely for 1043 Development Corp., a troubled real
estate company in the Milwaukee area, according to The
Milwaukee Journal Sentinel. Principal Yogesh Shah's troubles
began last fall when the Wisconsin Justice Department sued the
company over alleged environmental damaged from erosion at its
Apple Creek Farms subdivision. Since then 13 other large-claim
lawsuits have been filed. Creditors filed an involuntary petition
against the company earlier this month, claiming they are owed
$1.7 million, and Hanson said 1043 Development has until July 6
to respond, but that it probably would not, instead allowing
liquidation proceedings to begin. (ABI 01-July-99)


ADVANCED GAMING: Plan of Reorganization Confirmed
-------------------------------------------------
Advanced Gaming Technology Inc. (OTC BB:AGTI) announced that the
company's plan of reorganization was confirmed on June 29, 1999
by the U.S. Bankruptcy Court in the District of Las Vegas.

The company anticipates that the effective date of the plan will
be July 29, 1999. The company had filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on Aug. 26, 1998. The firm
of Levene, Neale, Bender & Rankin, LLP of Los Angeles represented
the company.

The plan authorizes the company to issue 25 million shares of new
common stock. Approximately 18 million of the new shares will be
issued on the effective date. A "disputed claims reserve" of
approximately 7 million shares will be established to allow for
disputed claims that might subsequently be approved by Final
Order of the Court.

Unsecured creditors holding allowed claims will be issued 1.88
shares of new common stock for each $ 1 of allowed claim. Based
on current estimates, the company expects shareholders of record
on July 29, 1999 to receive 1 share of new common stock in
exchange for each 66 shares currently owned. Approximately 115
million shares of the company's common stock are outstanding at
this time.

The new common stock will continue to trade under the symbol
"AGTI" on the OTC Bulletin Board.

AGT's Chairman and Chief Executive Officer Dan Scott stated:
"Management is excited to have completed the difficult
reorganization process so that all efforts can now focus on
execution of the company's new business strategy."

Completion of the reorganization effort gives the company a much
stronger balance sheet to support operations. The company expects
to continue to pursue markets for its successful electronic bingo
products. However, management expects to diversify operations by
pursuing projects in the mainstream casino technology markets. A
substantial cost reduction program has already been effectively
implemented.

Advanced Gaming Technology Inc. is located in Las Vegas. Investor
relation inquiries should be made to Dan Scott at 702/227-6578.


ALTA GOLD: Objection to Lease Rejection
---------------------------------------
The Nevada Division of Environmental Protection (NDEP) files an
objection to the motion of the debtor, Alta Gold Co. to reject
unexpired leases.

The debtor seeks to reject the unexpired leases of two Nevada
mining properties identified as Western States Mineral
Corporation Lease and Comeaux Mineral Lease, both in Lander,
County, Nevada.

NDEP objects only to the extent that if the debtor has disturbed
land at either property as a result of mine exploration or
mining, that it reclaim such land, even if it is allowed to
reject the lease.


APS HOLDING: Obtains Extension of Time To Assume/Reject Leases
--------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 365(d)(4), the Debtors sought and
obtained an extension of their time to assume or reject leases of
non-residential real property and other executory contracts
through September 30, 1999.  

The properties to which this extension applies, the Debtors
relate, are few in number and are generally subject to a
previously court-approved brokerage agreement that has not yet
expired, including properties located at:

          * 2324 E. University Dr., Phoenix, Arizona
          * 1801 Woolner Avenue, Fairfield, California
          * 4454 South 67th Street, Omaha, Nebraska
          * 557 S. Dudley St., Memphis, Tennessee
          * 3000 Pawnee Street, Houston, Texas
          * 319 & 407 South McKinley, Great Bend, Kansas


APS HOLDING: Exclusivity Expires Without a Word
-----------------------------------------------
The Debtors' exclusive period during which to file a plan of
reorganization expired without any further request for an
extension on May 27, 1999. Accordingly, to the extent that a
party-in-interest could obtain the data necessary to propose a
plan capable of confirmation, any party-in-interest is free to
propose a chapter 11 plan for the resolution of the Debtors'
chapter 11 cases.  

Although the Debtor has provided no financial data to the Court
since November, 1998, nor filed current financial data with the
Securities & Exchange Commission, it is rumored that the estate
has been reduced to an amount of cash that is insufficient to
repay the DIP Lenders in full.
     
     
BLOCK TRADING: Rushmore Financial Bids $800,000 for Software
------------------------------------------------------------
Rushmore Financial Group has bid $800,000 to buy a trading
software package in development by Block Trading of Houston,
according to The Houston Chronicle. Block spent about $200,000 a
month to develop the still incomplete software; the company filed
chapter 11 last fall when revenues fell because contract branch
offices nationwide defected to Block's competitors. The bid is
subject to the bankruptcy court's approval. Rushmore, a Dallas-
based holding company for Internet financial services companies,
plans to develop the software as a high-end online trading system
that would surpass any such system currently available.


BOSTON CHICKEN: Lenders Object To Pursuit Of Suitors
----------------------------------------------------
Boston Chicken Inc.'s unconventional efforts to lure a stalking
horse investor "sight unseen" with a $5 million break-up fee and
other tantalizing bait is being met with strong objections by the
fast-food retailer's lenders. "Under the Debtors' proposal, the
Court would authorize the break-up fee without the Court, the
1996 Lenders or any other creditors knowing who the potential
purchaser or investor would be, and consequently without any
knowledge concerning the terms of the potential bid," argues loan
agent Bank of America National Trust and Savings Association in
its June 28 objection. Boston Chicken has asked the court to
approve a formal process of searching for an investor to
"sponsor" its plan of reorganization, including bidding
procedures, a minimum incremental bid of $7.5 million, the break-
up fee, and reimbursement costs up to $100,000 for up to three
bidders. "GE Capital objects to the motion to the extent
that it: (i) seeks Court approval to use GE Capital's and the
pre-petition secured lenders' collateral without their consent to
pay a break-up fee payable to a currently unspecified purchaser
of, or investor in, the Debtors' business pursuant to an
unidentified future offer under a plan of reorganization which
has not been drafted, on terms that are unknown (and unknowable)
at this time; (ii) fails to require the consent of GE Capital, as
Agent on its own behalf, to the selection and designation of the
Plan Sponsor; and (iii) purports to commit the estate to vague,
uncertain, and contradictory bidding procedures that are not in
the best interests of the estate and its creditors."   (The Daily
Bankruptcy Review and ABI Copyright c July 1, 1999)


BRAZOS SPORTSWEAR: Completes Sale of Morning Sun, Inc.
------------------------------------------------------
Brazos Sportswear, Inc. (OTC Bulletin Board: BRZS) announced it
has completed the sale of the assets of its Morning Sun, Inc.
subsidiary, a leading manufacturer of women's apparel, to two
private investment funds advised by Three Cities Research, Inc.

"The sale of Morning Sun -- combined with the sale of the Gulf
Coast Sportswear and Red Oak Sportswear units during the past six
weeks -- represents a major step in Brazos previously-announced
plan to sell substantially all of the assets of its business
units," said Brazos' Interim Chief Executive Officer Clayton
Chambers. "Through these divestitures, we have made continued
progress toward maximizing the recovery to our creditors while
ensuring the ongoing futures of the various operating companies
and their valued employees."

Mr. Chambers said the proceeds of the Morning Sun sale, like
those of the Gulf Coast and Red Oak sales, will be used to reduce
the outstanding balance under Brazos' debtor-in-possession (DIP)
loan facility. The sales were conducted through competitive
bidding procedures under Section 363 of the U.S. Bankruptcy Code.

Morning Sun, founded in 1986, designs, manufactures and
markets screen-printed apparel distributed through better
department stores, specialty stores and catalogs. Its Top Stitch
brand provides a diversified line of embroidered women's
sportswear.

With the sale of the Morning Sun operations, the Company has
completed the sale of its operating units. Brazos Sportswear,
Inc. is expecting to complete the disposition of the remaining
assets of its business units in the next 60 to 90 days.

Brazos Sportswear, Inc., designs, produces and markets moderately
priced sportswear. The Company and its subsidiaries filed Chapter
11 petitions in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington on January 21, 1999.


CODED COMMUNICATIONS: Seeks Authorization For Sale
--------------------------------------------------
A hearing will be re-convened at 3:00 PM on July 1, 1999 on the
Chapter 7 Trustee's motion for orders authorizing a sale of
substantially all of the assets of Coded Communications
Corporation, et al. The purchaser is Integrated Management
Solutions, Inc. And the purchase price is $800,000.


CROWN BOOKS: Files Consensual Plan Of Reorganization
----------------------------------------------------
Crown Books, a leading retailer of discount books, announced
today that the Company, with the support of its major creditors,
has filed a plan of reorganization with the United States
Bankruptcy Court. The Company expects a timely confirmation of
the plan, which will enable Crown Books to emerge from bankruptcy
protection prior to the holiday selling season.

Under the terms of the plan, the Company's unsecured creditors
will receive settlement of their allowed claims in the form of
new equity in the Company.  Collectively, the unsecured creditors
will receive 100% of the newly reorganized Company, subject to a
stock option plan for senior management.

The Company has secured a commitment for a $35 million revolving
credit facility from Paragon Capital, L.L.C. and Foothill Capital
Corporation. Additionally, Crown has secured commitments from
Ingram Book Company and other major suppliers for normalized
credit terms.  Crown will continue to make more than 500,000
active titles available to its customers.

"When I became CEO, I established an aggressive timetable for
our emergence, and I'd like to thank Crown Books' loyal customers
and employees for their contribution to our turnaround," said
Anna Currence, President and CEO of Crown Books. "Our ability to
reorganize in an accelerated time frame further validates our
strategy of selling deeply discounted books."

Under Currence's leadership, the Company returned to its roots of
lean, well managed expense structures, which enables Crown to
profitably sell books at the lowest price of any bookseller in
the market today.

Management successfully:
    -- Revitalized the merchandising strategy to provide
customers with wide product selection, in an unintimidating easy
to shop format.
    
    -- Implemented a new advertising campaign that more fully
leveraged the strength of the Crown Books name.
    
   -- Reduced operating expenses by $25 million and improved
operations in back office systems.
  
Headquartered in Landover, Maryland, Crown Books operates 92
stores in five markets including Washington, DC, Chicago, San
Francisco, Los Angeles and San Diego and employs 1,700
associates.  Crown Books filed for voluntary petitions under
Chapter 11 of the Bankruptcy Code on July 14, 1998.
  

DOW CORNING: Plaintiff Attorneys Not in Full Favor of Settlement
--------------------------------------------------------------
Confirmation hearings on Dow Corning Corp.'s $3.2 billion
settlement, included in its $4.5 billion reorganization plan,
began on Monday in Michigan; the hearings are expected to
continue until the end of this month. The New York Law Journal
reported that some attorneys for the women plaintiffs, who
claimed that Dow Corning's silicone gel breast implants caused
illnesses, do not wholeheartedly endorse the settlement plan,
which was accepted by a 6-2 vote of the tort claimant's committee
appointed by Bankruptcy Judge Arthur J. Spector. They argue the
$400 million fund set aside in the settlement for litigated
claims is inadequate for the claims and defense costs. Weitz &
Luxenberg, which represents 1,760 clients with Dow Corning
claims, also has objected to the litigation fund because it does
not provide enough money for potential problems of the
plaintiffs' children. Dawn Dunleavy, an attorney for the firm,
said it is recommending that clients with systemic illnesses
accept the settlement because of the weakness in scientific
evidence. She also said that clients with localized injuries may
get more from injuries than the $25,000 provided for in the
settlement for cases of serious disfigurement. The firm also
criticizes the settlement's release of Dow Corning's parent
companies, Dow Chemical Corp. and Corning Corp. Dow was
successful in New York and other states in arguing that it could
not be held accountable for breast implant injuries because it
has no involvement in that business. However, she said it is
inconsistent for the parent to argue now that it does have a
close enough relationship with subsidiary Dow Corning to warrant
protection in the bankruptcy settlement. Nearly 96 percent of the
women claimants have voted to approve the plan. (ABI 01-July-99)


FLORIDA COAST: Hearing For Third DIP Financing Order
----------------------------------------------------
The Third DIP Financing Order provides "an amount not to exceed
$1.5 million."  The termination date is September 1, 1999 and the
carve out for professional fees is $350,000.  The applicable
interest rate changes from 9% in the Second DIP Agreement to 8
3/4% in the DIP Agreement.

A hearing to consider the motion and interim approval thereof
will be held on July 7, 1999 at 10:30 AM before the Honorable
Peter J. Walsh, US Bankruptcy Court for the District of Delaware,
Marine Midland Plaza, 6th Floor, 824 Market Street, Wilmington,
Delaware 19801.


FRANKEL'S HOME: Order Rejecting Leases
--------------------------------------
Pursuant to an order entered on June 22, 1999, the US Bankruptcy
Court for the Southern District of New York entered an order
rejecting the following leases:

Garden City, NJ
Hicksville, NY
Massapequa, NY
Holbrook, NY
Valley Stream, NY
Allentown, PA
Port Jefferson, NY
Levittown, NY
Lindenhurst, NY
Brooklyn, NY
Centereach, NY


HARNISCHFEGER INDUSTRIES: Creditors' Committee Formed
-----------------------------------------------------
Acting U.S. Trustee John (Jack) D. McLaughlin has appointed nine
institutions to the creditors' committee in the Harnischfeger
Industries chapter 11 case, filed June 7, according to The
Milwaukee Journal Sentinel. The committee includes three banks,
two suppliers, a union, a customer and a bondholder, as well a
trustee for public bonds. The creditors' committee will
meet July 30 and represent all creditors' interests during the
reorganization. Harnischfeger, which listed assets of $2.87
billion and liabilities of $2.27 billion, has retained
Wilmington, Del.-based Young, Conaway, Stargatt & Taylor as its
local counsel, with the court's approval. In addition, the court
approved a motion to pay pre-petition shipping and customs
charges and to employ PricewaterhouseCoopers as the company's
accountants. Harnischfeger makes above- and  below-ground mining
equipment and pulp and papermaking machinery. (ABI 01-July-99)


HOSPITAL STAFFING: Trustee Tries to Settle Jurisdictional Dispute
-----------------------------------------------------------------
Trustee, Kenneth A. Welt, in the case Hospital Staffing Services,
Inc. and its debtor affiliates, submits a Memorandum of Law in
support of the Trustee's Motion for resolution of a
jurisdictional dispute.

The Labor Department has filed a complaint in the District Court
for the Western District of Tennessee.  The Trustee states that
the Fair Labor Standards Act is subordinate to the application of
the Bankruptcy Code.

Welt states that all property of the estate is within the
jurisdiction of the Bankruptcy Court and that any issuance of any
order by another court prohibiting or otherwise affecting the
Trustee's interest in the property would usurp the Bankruptcy
Court's exclusive jurisdiction.

The Labor Department is attempting to resolve employee wage
claims, and the Trustee states that the proper forum for
resolution of the claim is the Bankruptcy Court.  If the Labor
Department were granted any kind of injunctive relief under the
Fair Labor Standards Act, the Trustee argues that it would create
a new superpriority class of claimants, contradicted by the
Bankruptcy Code.


LIVE PICTURE: MGI Software to Acquire Live Picture
--------------------------------------------------
MGI Software Corp.'s offer for Live Picture Inc. was approved in
San Francisco yesterday; the $8.6 million deal involved a
combination of MGI shares and cash, according to Reuters. Earlier
this week ArcSoft Inc. decided not to bid for the San Francisco-
based company, clearing the way for Ottawa-based MGI. Prior to
filing chapter 11, Live Picture and its creditors had negotiated
a deal with MGI to take over its assets. Per the terms of the
deal, MGIis protected from any liability from Live Picture, which
has developed technology that allows people to zoom in on
Internet images while keeping them sharp.


LOEWEN: Committee Taps Professionals
------------------------------------
Following its appointment by the U.S. Trustee, the Official
Committee of Unsecured Creditors interviewed and elected to
retain various processionals.  

* The Committee selected the Hartford, Connecticut-based law
firm of Hebb & Gitlin, a Professional Corporation, as its lead
counsel for representation in these chapter 11 cases; Evan D.
Flaschen, Esq., leads the engagement, assisted by Ronald J.
Silverman, Esq., Anthony J. Smits, Esq., and Maureen D. Luke,
Esq.  

* The Committee selected the Wilmington-based law firm of Young,
Conaway, Stargatt & Taylor as its local counsel; Laura Davis
Jones, Esq., is the attorney in charge.  

* The Committee tapped PricewaterhouseCoopers, LLP, as its
accountants in these chapter 11 cases.


LOEWEN: Committee Complains About Wasserstein's Fee
---------------------------------------------------
A $150,000 monthly fee escapes the bounds of reasonable
compensation, asserts the Official Committee of Unsecured
Creditors, pointing to five recent chapter 11 cases in which
Wasserstein provides its services at a lower monthly rate.  Based
on those comparable cases and its perceptions about the
circumstances of the Debtors' chapter 11 cases, the Committee
believes that the proposed fee is unreasonable and should not be
approved.

The Committee indicates it has itemized its concerns to
Wasserstein and made an alternative compensation proposal.  That
dialogue is ongoing and the Committee is hopeful that a
consensual compensation arrangement can be presented to the Court
in short order.  


MCA FINANCIAL: Seeks Financing Order
------------------------------------
The debtors, MCA Financial Corp., and its debtor affiliates seek
to borrow up to an additional $430,000 from the Bank Group, which
would fund the debtors' operations through approximately the end
of July.  The debtors are also seeking authority to use $242,000
of cash collateral.  The Bank Group has consented to the use of
the funds.


MCGINNIS PARTNERS: Notice To Continue Hearing
---------------------------------------------
The hearing on the proposed Disclosure Statement of McGinnis
Partners Focus Fund, LP will be heard on July 28, 1999 before the
Honorable Ronald B. King, US Bankruptcy Judge, 615 E. Houston
Street, San Antonio, Texas 78205.


MICHAEL PETROLEUM: To Restructure Debt, Possible Bankruptcy
-----------------------------------------------------------
Houston-based Michael Petroleum Corp. announced that it will
restructure its senior note indebtedness either outside of
insolvency proceedings or in connection with a bankruptcy filing,
depending on the degree of support from noteholders on the
options, according to a newswire report. The company disclosed in
March that it lacks the liquidity and capital resources needed
to fund operations and maintain and grow production revenues.
There is no additional borrowing capacity under its credit
facility with Christiana Bank, and it is paying the default rate
of interest per its credit agreement. Negotiations continue with
the bank but it is not certain that any waivers or any additional
financing will be available. Michael Petroleum is a privately
held natural gas development company. (ABI 01-July-99)


NEUROMEDICAL SYSTEMS: Seeks Authority to Sell Stock of NSI Asia
---------------------------------------------------------------
Neuromedical Syustems, Inc., debtor, seek entry of an order
authorizing the debtor to sell all of the outstanding capital
stock of NSI's wholly owned subsidiary NSI Asia Pacific Ltd.
(NSIAPL) to New Base Far East Limited or the highest bidder,
settlement of the claims of certain management of NSIAPL and a
related entity and the claims of PapNet(Far East) Ltd. as part of
the consideration for the Purchased Assets.

The debtor and NSIAPL entered into a stock purchase and sale
agreement pursuant to which New Base would purchase all of the
outstanding stock of NSIAPL for approximately $1 million in
return for $200,000 cash, $50,000 spare parts and a limited right
to use certain intellectual property of AutoCyte, Inc.

The consideration being provided by New Base consists primarily
of the release of approximately $1 million of claims against the
debtor's estate by various related parties for the very favorable
price of $250,000.  The debtor believes that the return to
creditors in this case will substantially exceed 25%, so it
believes this settlement/sale is in the best interests of the
Debtor, its estate and creditors and is well within the range of
reasonableness required by the Bankruptcy Code.


ORANGE COUNTY: Approves $3.85 Billion Budget
--------------------------------------------
Orange County, Calif.'s Board of Supervisors has approved a $3.85
billion budget, which adds $5 million to the county's annual
payment on its $1.3 billion debt, according to Reuters. More
than half of that debt was created by the county's December 1994
chapter 9 bankruptcy. The approval of the budget indicates the
country's economic recovery.


PARAGON TRADE: P&G Responds To Expense Reimbursement
----------------------------------------------------
The debtor has filed a motion to approve expense reimbursement,
termination fee and bidding procedures in connection with
proposed equity investment by Wellspring Capital Management LLC,
which seeks to establish an auction process that would allow the
debtor to explore the option of funding a plan of reorganization
through either an equity investment or a sale of the debtor or
its assets.  The motion proposes to use the initial equity
investment offer that the debtor has received from Wellspring
Capital Management LLC as a "stalking horse" bid to induce
additional bids and facilitate the auction process.  Wellspring
is to receive certain expense reimbursement and a termination fee
for serving as a stalking hours.

Procter & Gamble Company states that it has several concerns
regarding the proposed auction process and the Wellspring sale,
and has been working with the parties to resolve these concerns.
After saying that, P&G states that it takes no position at this
time with respect to the Wellspring Sale and supports the auction
process.


RECYCLING INDUSTRIES: Seeks To Extend Exclusivity
-------------------------------------------------
Recycling Industries, Inc. and its affiliated debtors seek entry
of an order extending the debtors' exclusive periods within which
to file and solicit acceptances of a plan of reorganization.

The debtors seek entry of an order extending the exclusive
periods 90 days.  The debtors' reorganization cases are,
according to the debtor, "quite complex."  The debtor and its
direct and indirect owned 21 subsidiaries maintain 38 recycling
facilities in 12 states, and the debtor has a significant number
of creditors.  The debtor is a holding company that manages its
business through the operating subsidiaries.  In other cases, the
operating subsidiary owns its land and assets.  Due to their
complex corporate structure, the debtors need time to analyze
each relationship to determine how best to reorganize the
debtors' corporate structure.

The debtor requests that the court enter an order extending the
debtors' exclusive plan proposal period for an additional 90 days
through and including September 27, 1999; and extending the
debtors' solicitation period for a period of 90 days through and
including November 26, 1999.


SAMSUNG(Korea): Seeks Court Receivership For Car Unit
-----------------------------------------------------
In a flurry of announcements from two of South Korea's top
business groups on Wednesday, Samsung said it had sought court
receivership for its car unit and 51 top executives of Daewoo
offered to resign.

The government had been pressing the two groups to finalise
Daewoo's takeover of lossmaking Samsung Motors as part of its
drive to restructure Korea's heavily indebted corporate sector.

"It's a positive decision in the context that Samsung is trying
to assume its responsibility to solve the problem," Lee Hun-jai,
chairman of the Financial Supervisory Commission (FSC), said
after Samsung's announcement.

He said Samsung Motors would be liquidated through receivership,
but Daewoo would discuss taking over Samsung's car plant in
Pusan.  Samsung Group said it would assume Samsung Motors' entire
debt of 4.3 trillion won ($3.7 billion) and that group chairman
Lee Kun-hee would personally pay 2.8 billion of the debt total.

"Chairman Lee has decided to pay part of Samsung Motors' debts
with his personal assets to take moral responsibility for the car
company's failure," Lee Dae-won, vice chairman of Samsung Group,
told a news conference.

The vice chairman said the carmaking unit could still be sold to
the Daewoo Group, or other parties, after consultations with
creditors.  Separately, the heads of all of the 41 member firms
of the Daewoo Group tendered resignations on Wednesday to help
the group's top management spur restructuring of the
conglomerate, a Daewoo spokesman said.

He said the 51 top executives of the group's member firms agreed
to let group founding chairman Kim Woo-choong select new
executives and to work without pay if they were re-appointed
until restructuring took hold.

The country's third-largest business conglomerate has frequently
been criticised by the government for lagging behind other top
conglomerates in restructuring efforts.

Analysts said putting Samsung Motors into court receivership
would have a positive effect on the group's management.
"Samsung has done the right thing. Its decision to assume such a
huge debt would improve the group's reputation greatly," said Ji
Sung-chul, an analyst at LG Securities.  Samsung's vice chairman
Lee said court receivership was an inevitable choice because the
proposed sale of Samsung Motors to Daewoo faced many stumbling
blocks.

The two groups agreed late last year to a deal under which
Samsung's auto unit was to be swapped with Daewoo's electronics
firm.  The groups said in March Daewoo would be able to take over
Samsung Motors by the end of April, while Samsung's acquisition
of Daewoo Electronics would be discussed later.

Vice chairman Lee said chairman Lee Kun-hee would donate four
million shares of Samsung Life Insurance Co that he owns to ease
the financial damage on Samsung Motors' creditors and
subcontractors.

Samsung put the value of the shares at more than 2.8 trillion
won.  Samsung said it wanted to list Samsung Life shares on the
Korea Stock Exchange by end-January 2001, and the FSC's Lee said
the government would positively study the listing.

Vice chairman Lee also said Samsung Group would build electronic
components plants in the Pusan area, where Samsung Motors' main
plants are located, to activate the region's economy, but he did
not elaborate.($1 - 1,155.90 won)  REUTERS


UNITED COMPANIES: Seeks To Retain Clayton Advisory
--------------------------------------------------
The debtors, United Companies Financial Corporation, et al. seek
to retain Clayton Advisory, Inc. to provide REO Property Bulk
Sale Advisory Services.  

The debtors propose to carry out bulk sales of their REO
properties with the assistance of Clayton, which will act as
their bulk sales advisor substantially pursuant to the terms of
an Agreement between the parties.  As the debtors' bulk sale
advisor, Clayton will analyze and stratify the portfolio of bulk
sale properties into marketable bulk sale pools, prepare a
detailed investor report package for each pool, assist with
establishing pricing for the pools, create a marketing package
for each pool, identify potential investors, market the pools to
potential investors, and assist with closing and consummation of
any bulk sales.


UNITED PETROLEUM: Hearing To Consider Disclosure Statement
----------------------------------------------------------
United Petroleum Corporation provides notice that a hearing will
be held on July 22, 1999 in the US Bankruptcy Court, 824 Market
Street, 6th Floor, Wilmington, Delaware to consider the adequacy
of the information contained in the Disclosure statement.


WORLDCORP: Order Extends Exclusivity
------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on June 17, 1999 extending the exclusive periods in which
the debtor may file a Chapter 11 plan and solicit acceptances
thereof.  The debtor's exclusive period to file a Chapter 11 plan
is extended to and including September 10,1999 and the debtor's
exclusive period to solicit acceptances of a Chapter 11 plan is
extended to and including November 12, 1999.


                    **********

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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.  
       
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